QuickLinks
 -- Click here to rapidly navigate through this document
  



Exhibit 10.22  


Confidential
treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as
[***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. 


 
 

AMENDMENT NO. 3 TO WIRELESS INTERNET SERVICE AGREEMENT
  BETWEEN SPRINT SPECTRUM L.P.
  AND JAMDAT MOBILE INC.    
    


        THIS AMENDMENT NO. 3 to the Wireless Internet Service Agreement between Sprint Spectrum L.P., a Delaware limited
partnership doing business as Sprint PCS ("Sprint PCS"), and JAMDAT Mobile Inc., a Delaware corporation ("JAMDAT"), is entered into by the parties as of October 9, 2003 ("Amendment
No. 3 Effective Date"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement. 


 
 

BACKGROUND    
    


        A.    The
parties entered into the Wireless Internet Service Agreement (the "Agreement") on May 17, 2002, an Amendment No. 1 to the Agreement on July 11,
2003 and an Amendment No. 2 to the Agreement on September    , 2003. 


        B.    The
parties desire to further amend the Agreement as set forth in this Amendment No. 3. 


AMENDMENT  


        1.     Services. Notwithstanding anything to the contrary in Section 3.1 of the Agreement, Sprint PCS will pay JAMDAT  [***] fee of
$[***] to re-brand a game
titled "Bejeweled" with certain Warner Brothers' Looney Toons content and characters (the "Licensed Materials"), as approved by Sprint PCS and Warner Brothers (the "LT Game"). JAMDAT represents that,
as it relates to the game engine, it has the necessary rights from its third party licensors to enable it to perform the re-branding services. The LT Game shall become a part of the JAMDAT
Services under the Agreement, except that Sprint PCS has no placement obligations to JAMDAT related to the LT Game. The LT Game will be titled "Looney Toons Back in Action Blue Diamond Mine", or other
name as approved by Sprint PCS and Warner Brothers. JAMDAT may invoice Sprint PCS for the $[***] fee on or after  [***] and Sprint PCS will pay such invoice
[***]. 


        2.     License to incorporate the Licensed Materials. Sprint PCS represents that, under an agreement between Sprint PCS and  [***], it has the
necessary rights to allow JAMDAT to use the Licensed Materials, as approved by Sprint and  [***], as a part of the LT Game, subject to a signed Contributor's Agreement. 



        3.     Revenue Share. Notwithstanding anything to the contrary in the Agreement (i) JAMDAT will not determine the pricing
structure for the LT Game, (ii) the title of the LT Game (and not JAMDAT's name or logo) will appear on the User's bill and (ii) Sprint PCS will pay JAMDAT  [***] for the LT Game, net only of
"Adjustments." Adjustments for purposes of this paragraph 3 will mean  [***] In addition, JAMDAT will not receive any revenue for any  [***]), provided
that all [***] in accordance with the
terms of the Agreement. Payments due under this paragraph 3 shall be made by Sprint PCS in accordance with Section 3H of the Agreement. 




	[***]
	Certain information on this page has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the omitted portions. 


1







 

        4.     Sprint PCS Contacts. The Sprint PCS contacts in Section 13.3 of the Agreement are deleted and replaced as follows: 



	Sprint Contact Information

For browsable content:
 
	 	(Accessible 24 hours a day / 7 days a week)
 
	 	 

	

	 	 	[***]	 	[***]	 	[***]

[***]	 	[***]
	

	[***]

[***]	 	[***]	 	[***]	 	[***]	 	[***]
	

	[***]

[***]	 	[***]	 	[***]	 	[***]	 	[***]
	

	[***]

[***]	 	[***]	 	[***]	 	[***]	 	[***]
	






For downloadable content (i.e. Premium Services):  



	

	 	 	[***]	 	[***]	 	[***]

[***]	 	[***]
	

	[***]

[***]	 	[***]	 	[***]	 	[***]	 	[***]
	

	[***]

[***]	 	[***]	 	[***]	 	[***]	 	[***]
	

	[***]

[***]	 	[***]	 	[***]	 	[***]	 	[***]
	






        5.     No Further Change. Except as specifically modified herein, the terms and conditions of the Agreement remain in full force
and effect. This Amendment No. 3 sets forth the entire understanding of the parties as to the subject matter of this Amendment No. 3 and supersedes all prior agreements, discussions and
correspondence pertaining to the subject matter of this Amendment No. 3. In the event of any conflict between the terms and conditions of this Amendment No. 3 and the terms and
conditions of the Agreement, the terms and conditions of this Amendment No. 3 shall be controlling. 



	SIGNED:	 	 
	
 SPRINT SPECTRUM L.P.	
 	

JAMDAT MOBILE INC.
	

/s/  JEFF HALLOCK      
 (signature)	
 	

/s/  CRAIG GATARZ      
 (signature)
	    
 Jeff Hallock	 	    
 Craig Gatarz
	    
 AVP, Consumer Marketing	 	    
 Chief Operating Officer
	 	 	 




2








   AMENDMENT NO. 2 TO WIRELESS INTERNET SERVICE AGREEMENT

BETWEEN SPRINT SPECTRUM L.P.

AND JAMDAT MOBILE INC.  


        THIS AMENDMENT NO. 2 to the Wireless Internet Service Agreement (the "Agreement") between Sprint Spectrum L.P., a
Delaware limited partnership doing business as Sprint PCS ("Sprint PCS") and JAMDAT Mobile Inc., a Delaware corporation ("JAMDAT"), is entered into by the parties as of September
    , 2003 ("Amendment No. 2 Effective Date"). All capitalized terms not defined in this Amendment have the meaning assigned to them in the Agreement. 


BACKGROUND  


        A.    The
parties entered into the Agreement effective May l7, 2002 ("Effective Date") pursuant to which JAMDAT provides the JAMDAT Services to Sprint PCS Users. 



        B.    The
parties desire to amend the Agreement as hereinafter set forth. 


AMENDMENT  


	1.
	Handheld Content. Notwithstanding anything to the contrary in the Agreement: (1) JAMDAT may, in its sole discretion, provide
Content to Sprint that has been developed in programming languages that operate on 3G Handsets using Palm or Windows Mobile Pocket PC operating systems (collectively, "HANDHELD Content");
(ii) Sprint will not have any specific placement obligations relating to HANDHELD Content; and (iii) if any HANDHELD Content is included in Premium Services, JAMDAT will determine the
pricing structure (e.g. event-based or MRC) and pricing levels for Premium Services for all such HANDHELD Content, all in accordance with the terms of the Agreement; provided,
however[* * *]


 
	2.
	No Further Change. Except as specifically modified herein, the terms and conditions of the Agreement remain in full force and effect.
This Amendment No. 2 sets forth the entire understanding of the parties as to the subject matter of this Amendment No. 2 and supersedes all prior agreements, discussions and
correspondence pertaining to the subject matter of this Amendment No. 2. In the event of any conflict between the terms and conditions of this Amendment No. 2 and the terms and
conditions of' the Agreement, the terms and conditions of this Amendment No. 2 shall be controlling. 




	SPRINT SPECTRUM L.P.	 	JAMDAT MOBILE INC.
	

By:	

/s/  JEFF HALLOCK      
	
 	

By:	
 	

/s/  MINARD S. HAMILTON      

	Name:	Jeff Hallock
 (print or type)	 	Name:	 	Minard S. Hamilton
 (print or type)
	Title:	SR Director
	 	Title:	 	SVP

	Date:	9/29/03
	 	Date:	 	9/26/03







	[***]
	Certain information on this page has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the omitted portions. 


1








  



AMENDMENT NO. 1 TO WIRELESS INTERNET SERVICE AGREEMENT

BETWEEN SPRINT SPECTRUM L.P.

AND JAMDAT MOBILE INC.  


        THIS AMENDMENT NO. 1 to the Wireless Internet Service Agreement between Sprint Spectrum L.P., a Delaware limited
partnership doing business as Sprint PCS (:Sprint PCS"), and JAMDAT Mobile Inc., a Delaware corporation ("JAMDAT"), is entered into by the parties as of July 11, 2003 ("Amendment
No. 1 Effective Date"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement. 


BACKGROUND  


        A.    The
parties entered into the Wireless Internet Service Agreement (the "Agreement") effective May 17, 2002 ("Effective Date") pursuant to which JAMDAT provides the
JAMDAT Services to Sprint PCS Users. 


        B.    The
parties desire to amend the Agreement by providing for, among other things, an extension of the Initial Term, all as hereinafter set forth. 


 
 

AMENDMENT    
    


        1.     Continued Provision of Non-3GContent. Notwithstanding anything to the contrary contained in Section 2.1
of the Agreement, for the period from the Amendment No. 1 Effective Date through and including August 11, 2004, JAMDAT shall provide the following JAMDAT Services for non-3G
Handsets as provided in Section 3.6 of the Agreement (as amended by this Amendment No. 1): Gladiator II; provided that such
non-3G content shall not be deemed to be a part of the Minimum Features required by the Agreement after August 11, 2004. 



        2.     Premium Services Revenue Sharing. (a) The first sentence of Section 3.2E of the Agreement shall be deleted
in its entirety and replaced with the following: 



"Effective
as of August 11, 2003, Sprint shall pay to JAMDAT [***] of the  [***] net of adjustments that are attributable to JAMDAT)." 


        (b)   The
fourth sentence of Section 3.2E shall be deleted in its entirety and replaced with the following: 



"For
example, if, in a given quarter [***] and during that quarter there are
$[***] in [***] as its share of Premium Services revenue
for that quarter [***] 




        (c)   The
second to last sentence in Section 3.2F shall be deleted in its entirety and replaced with the following: 



"For
example, if [***] determines that [***] for the
Initial Six Months is [***] then [***] will increase  [***] by [***] and decrease  [***] from [***] to  [***]. 




        (d)   Section 3.2G
shall be deleted in its entirety and replaced with the following: 



"Sprint
PCS' revenue share percentage for Premium Services [***] In addition, if  [***] JAMDAT may cease providing Premium Services and terminate this Agreement by
providing Sprint PCS with  [***] prior written notice. Sprint PCS also reserves the right to stop providing Premium Services if Sprint PCS determines that,  [***]. 






	[***]
	Certain information on this page has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the omitted portions. 


1







 

        3.     [***] Fees for Non-3G Content. Section 3.6 of the Agreement shall be deleted in
its entirety and replace with the following: 




"For
the period from the August 11, 2003 through and including August 11, 2004, JAMDAT shall provide to Sprint PCS all content for non-3G Handsets  [***]





        4.     Extension of Agreement Term. Notwithstanding anything to the contrary contained in Section 5.1 of the Agreement,
JAMDAT and Sprint PCS hereby agree to extend and renew the Agreement for the period through and including February 19, 2006 (a "Renewal Term" within the meaning of the Agreement). 



        5.     Acceptance Testing. (a) The third sentence of Section 13.1 of the Agreement shall be deleted in its entirety
and replaced with the following: 




"Acceptance
of any Deliverable will occur upon the earlier of either: (a) the delivering party's receipt of a notice from the accepting party that the Deliverable has met the acceptance
criteria; or (b [* * *], or other mutually agreeable time period, after the date
of delivery unless written notice of non-acceptance, including specific reasons for non-acceptance and specific items which must conform to gain acceptance, is provided to the
delivering party within the [***] period." 




        (b)   The
following sentence shall be added as the last sentence of paragraph 13.1: 



"Sprint
PCS shall use commercially reasonable efforts to make Deliverables that have completed Acceptance Testing (and have been finally accepted) available to Users  [***] 





        6.     Sprint PCS Contacts. The Sprint PCS contacts in Section 13.3 are deleted and replaced as follows: 


        Sprint
Contact Information (Accessible 24 hours a day / 7 days a week) 



	 
	 	Contact Name & Title
	 	Phone
	 	Mobile or Pager
	 	Email

	

	[***]

[***]	 	[***]Support and request Web Connections [***]	 	[***]	 	[***]	 	[***]
	

	[***]

[***]	 	[***]	 	[***]	 	[***]	 	[***]
	

	[***]

[***]	 	[***]	 	[***]	 	[***]	 	[***]
	

	[***]

[***]	 	[***]	 	[***]	 	[***]	 	[***]
	





	7.
	No Further Change. Except as specifically modified herein, the terms and conditions of the Agreement remain in full force and effect.
This Amendment No. 1 sets forth the entire understanding of the parties as to the subject matter of this Amendment No. 1 and supersedes all prior agreements, discussions and
correspondence pertaining to the subject matter of this Amendment No. 1. In the event of any conflict between the terms and conditions of this Amendment No. 1 and the terms and
conditions of the Agreement, the terms and conditions of this Amendment No. 1 shall be controlling. 




	SPRINT SPECTRUM L.P.	 	JAMDAT MOBILE INC.
	

/s/  JEFF HALLOCK      
 (signature)	
 	

/s/  CRAIG GATARZ      
 (signature)
	    
 Jeff Hallock	 	    
 Craig Gatarz
	    
 AVP, Consumer Marketing	 	    
 Chief Operating Officer
	 	 	 




2







 
WIRELESS INTERNET SERVICE AGREEMENT  


        This WIRELESS INTERNET SERVICE AGREEMENT ("Agreement") is effective as of May 17, 2002 ("Effective Date"), between Sprint Spectrum L.P., a Delaware limited
partnership doing business as Sprint PCS ("Sprint PCS") and JAMDAT Mobile Inc., a Delaware corporation ("JAMDAT"). The parties desire to provide JAMDAT Services as part of the Sprint PCS
Services. 


1. DEFINITIONS  


        The meanings given to terms in this Agreement are equally applicable to both the singular and the plural forms of the terms. For purposes of this Agreement, the
terms defined in this Section 1 and any other capitalized terms defined in other sections of this Agreement will have the meanings as either set forth below or in the applicable section. 



        "3G Handset" means a Handset that is compliant with the CDMA 2000 standard as implemented by Sprint PCS, or any more advanced standard as
implemented by Sprint PCS. 


        "Handset" means the digital electronic equipment meeting the requirements of and authorized by Sprint PCS for Users to access any of the
various Sprint PCS Services. 


        "JAMDAT Data" means all information collected or developed by JAMDAT regarding its customers who are Users or derived specifically from a
User's use of the JAMDAT Services or otherwise provided directly to JAMDAT by Users. 



        "JAMDAT Services" means the set of software applications, products, features, functionality, data, graphics, sounds, text and other
information, material or other content in electronic form provided by JAMDAT to Sprint PCS for transmission to Users over Handsets, including any Enhancements (as hereinafter defined), Premium
Services (as hereinafter defined) and Other Services (as hereinafter defined). 


        "Sprint PCS Affiliate" means: (a) any entity in which Sprint PCS holds  [***] equity interest; (b) any entity controlling, controlled by or under common
control with Sprint PCS, directly or
indirectly by or through one or more intermediaries; (c) any entity that is authorized to sell wireless communications products or services utilizing the Sprint PCS Wireless Telecommunications
Network under the "Sprint PCS" brand name or any other brand name(s) subsequently primarily used by Sprint PCS to market its wireless communications products or services; or (d) any entity to
which Sprint PCS is required by law or contract to provide wireless communications products or services involving the JAMDAT Services. 


        "Sprint PCS Data" means all information collected or developed by Sprint PCS regarding its customers who are Users under this Agreement or
derived specifically from a User's use of the Sprint PCS Services or the Sprint PCS Wireless Telecommunications Network, including the Mobile Identification Number (MIN) issued by Sprint PCS to a
User, the Electronic Serial Number (ESN) associated with a Handset, the Network Access Identifier (NAT), any location-based information, and any customer information described in the FCC definition of
"Customer Proprietary Network Information" as set forth in 47 USC §222(h)(1). 


        "Sprint PCS Services" means the wireless communication services provided by Sprint PCS over Handsets, on behalf of itself or the Sprint
PCS Affiliates or both, utilizing radio frequencies assigned by regulatory agencies. 


        "Sprint PCS Wireless Telecommunications Network" means any and all telecommunications systems built, owned or operated by Sprint PCS or
any of the Sprint PCS Affiliates. 


        "User" means any individual who uses any of the Sprint PCS Services. 


3







 



2. SERVICES  


        2.1   Scope of Services. JAMDAT shall provide the JAMDAT Services to Sprint PCS for transmission across the Sprint PCS Wireless
Telecommunications Network to Users with Handsets on the terms and conditions hereinafter set forth. JAMDAT may make changes, modifications, updates and enhancements (each an "Enhancement") to the
JAMDAT Services if: (a) the Enhancement complies with all requirements in this Agreement; and (b) the JAMDAT Services continue to include the Minimum Features described below. The JAMDAT
Services for 3G Handsets will be provided in XHTML Basic 1.0 (or higher) or WML 1.1 or 2.0 (or higher) mark-up language (including HTML format optimized for wireless hand-held
devices), or J2ME programming language. The JAMDAT Services for non-3G Handsets will be provided in WML 1.1 (or higher) or HDML 3.0 (or higher) mark-up language (including HTML
format optimized for wireless hand-held devices). The JAMDAT Services developed for 3G Handsets may not be compatible with non-3G Handsets. During the Term of this Agreement,
JAMDAT shall maintain the following minimum features on the JAMDAT Services for 3G Handsets (the "Minimum Features"): a minimum of  [***] JAMDAT shall also maintain the following features on the JAMDAT
Services for non-3G Handsets, unless JAMDAT
ceases to provide JAMDAT Services for non-3G Handsets as provided in Section 3.6 below: Gladiator II and JAMDAT Golf; provided that
such non-3G content shall not be deemed to be a part of the Minimum Features required by this Agreement. Subject to the Acceptance Testing provisions of Section 13.1 of this
Agreement, JAMDAT intends to make available one or more of the following applications upon launch of the Sprint PCS Services for 3G Handsets: EA SPORTS Tiger Woods Golf; EA SPORTS FIFA 2002 World Cup
"On the Break"; JAMDAT Bowling; JAMDAT Solitaire; JAMDAT Football; Diamond Mine; and JAMDAT Baseball. Subject to the requirements in this Section 2.1 and any other applicable terms in this
Agreement, JAMDAT may, in it sole discretion, add or [***] 


        2.2   Placement. During the Term of this Agreement, Sprint PCS shall undertake the following obligations regarding placement of
the links to the JAMDAT Services within the Sprint PCS Services deck: 



        A.    The  [***] for 3G Handsets will include a  [***] JAMDAT may, in
its sole discretion, [***] provided
that [***] and any other applicable terms in this Agreement. 


        B.    The
[***] for 3G Handsets. To the extent that  [***] The  [***]
may subsequently be renamed [***] in accordance
with the terms of this Section 2.2. 


        C.    Sprints
[***] respect to the  [***] set forth in this Section 2.2 shall expire on the earlier of:  [***]


        D.    A
link to the [***] for non-3G Handsets, will be placed in  [***] unless JAMDAT ceases to provide [***] will be
in  [***] sole discretion. The [***] may subsequently  [***], [***] but in any event
[***] Services for non-3G Handsets will continue to be  [***] in the [***]


        E.    [***] grants [***] the
right, in accordance with the terms of this Agreement, to include the [***] for non-3G Handsets  [***] provided or supported by [***]
 including  [***] or other [***] that are authorized by  [***] to [***]



        F.     [***] grants [***] the
right, in [***] sole discretion, to [***] that are  [***] in [***] for example,  [***]


        G.    Notwithstanding
any other provisions of this Section 2.2, any links to [***] may be  [***] by [***]




        2.3   Technical Requirements. JAMDAT must register on Sprint PCS' ADP ("Application Developer's Program") website for account
registration purposes. Sprint PCS will provide technical documentation, via Sprint PCS' ADP website, to support the design of the JAMDAT Services, and JAMDAT will adhere to the technical documentation
provided by Sprint. JAMDAT shall comply with 


4







 

the
Acceptance Testing requirements of Section 13.1 of this Agreement with respect to any new software applications and Enhancements that JAMDAT seeks to distribute over the Sprint PCS
Services. 


        2.4   User Support. Sprint PCS reserves the right to establish terms with Users for use of the Sprint PCS Services, which may
include terms for the use of Premium Services (as hereinafter defined). Sprint PCS will be responsible for all User support relating to the Sprint PCS Services and the Sprint PCS Wireless
Telecommunications Network. JAMDAT will be responsible for all User support issues relating to the JAMDAT Services. The parties will reasonably cooperate with each other to provide necessary User
support services under this Agreement. JAMDAT will refer all User questions and inquiries regarding Sprint PCS or the Sprint PCS Services to Sprint PCS' customer solutions unit. Sprint will refer all
User questions and inquiries regarding JAMDAT or the JAMDAT Services to JAMDAT's customer service department. JAMDAT's email address that links directly to a help desk location for User referrals is
as follows: custservice@jamdat.com. 


        2.5   User Complaints. Sprint PCS has a regulatory obligation to track and respond to certain User complaints. JAMDAT agrees to
cooperate with Sprint PCS to resolve these complaints. Sprint PCS reserves the right to suspend JAMDAT's ability to provide Premium Services if: (a) for any two out of three consecutive months,
the number of complaints Sprint PCS receives regarding charges for Premium Services exceeds [***] of all the complaints Sprint
PCS receives related to charges for services with billing on behalf of functionality provided by all of Sprint PCS's content providers; or (b) Sprint PCS reasonably believes unauthorized
charges for Premium Services are being presented to it by JAMDAT. Sprint PCS will allow JAMDAT to resume providing Premium Services if Sprint PCS determines that the problems underlying the complaints
or unauthorized charges have been resolved. 


        2.6   Representatives. Each party will designate a representative who will serve as that party's single point of contact with
the other party for purposes of supervising and managing performance of the respective parties obligations under this Agreement (the "Representative"). All technical, marketing or other business
issues will be communicated to the other party's Representative, and each party's Representative will be authorized to respond on its behalf with respect to those issues. The Representatives will hold
conference calls on a mutually agreeable basis, and may contact each other on an as-needed basis. 


        2.7   Content Standards



        A.    Materials
that are included in the JAMDAT Services will not: (a) facilitate or promote illegal activity, or contain content that is illegal; (b) contain
content that is defamatory, obscene, racially or ethnically offensive, harassing, or that is discriminatory based upon race, gender, color, creed, age, sexual orientation or disability;
(c) contain sexually suggestive or explicit content; (d) infringe upon or violate any right of any third party; or (e) disparage, defame or discredit Sprint PCS or any Sprint PCS
Affiliate, or contain content that is derogatory, detrimental or reflects unfavorably on the name or business reputation of Sprint PCS or any Sprint PCS Affiliate. Subsections (a) through
(e) above are collectively referred to as the "Content Standards." If at any time Sprint PCS determines in its sole discretion that JAMDAT has violated any of the Content Standards, Sprint PCS
may temporarily suspend the offending portion of the JAMDAT Services. Sprint PCS will notify JAMDAT of the violation in writing or via e-mail and JAMDAT shall cure the violation within  [***] (the "Cure
Period") after such notification by removing the portion of the JAMDAT Services that violates the Content
Standards. If JAMDAT reasonably disputes Sprint PCS' determination of a Content Standards violation, the parties will confer in good faith and attempt to resolve the dispute during the Cure Period,
but Sprint PCS will make the final determination. Sprint PCS may continue the suspension of the offending portion of the JAMDAT Services during the Cure Period. If JAMDAT fails to cure the Content
Standards violation within 



5







 

the
Cure Period, Sprint PCS may, without further notice, permanently suspend the offending portion of the JAMDAT Services. 



        B.    JAMDAT
will promptly notify Sprint PCS if it: (a) receives a complaint from a User that involves any of the prohibitions in the Content Standards; or
(b) otherwise becomes aware of an alleged Content Standards violation. Sprint PCS also reserves the right to review materials before they are included as part of the JAMDAT Services to
determine if they violate the Content Standards. If, during this review, Sprint PCS determines in its sole discretion that any materials violate any of the Content Standards, Sprint PCS will notify
JAMDAT and JAMDAT will remove the violating materials before the JAMDAT Services are transmitted to Users. In addition, neither party will take any action that interferes with the development,
operation, maintenance or content of: (a) the other party's or the party's affiliates' websites; or (b) the other party's respective servers or other equipment related to the
development, operation and maintenance of websites. 




        2.8   Instant Messaging Interoperability. JAMDAT will not, as part of the JAMDAT Services,  [***] that interoperates with, or allows interoperability with,
 [***
] If JAMDAT violates this interoperability prohibition, Sprint PCS reserves the right to suspend the JAMDAT Services. Sprint PCS also reserves the right to
terminate this Agreement if the violation is not cured within [***] after JAMDAT has received notice of the violation from
Sprint PCS. 


        2.9   No Advertising. JAMDAT will not display any advertising in the JAMDAT Services without prior written consent from Sprint
PCS, which may be withheld in Sprint PCS' sole discretion. 


        2.10 Temporary Suspension of JAMDAT Services. Sprint PCS may temporarily suspend the JAMDAT Services as Sprint PCS deems
necessary in the normal management and operation of the Sprint PCS Wireless Telecommunications Network to perform emergency maintenance as set forth in Section 13 hereof. If Sprint PCS
temporarily suspends the JAMDAT Services under this Section 2, 10, it will insert a 'card' notifying Users of the JAMDAT Services that the JAMDAT Services are temporarily unavailable. This card
will be removed when the suspension ends. 


        2.11 [***]Prior to the  [***]will use commercially reasonable efforts to
provide[***]with[***]After the  [***]will use commercially reasonable efforts to provide  [***]with [***]to be used to support  [***]as soon as reasonably practicable for  [***]
purposes.



3. PAYMENT AND FEES  


        3.1   No Charge to Sprint for Services. The JAMDAT Services are provided to Sprint PCS at no charge. Each party will be
individually responsible for any expenses it incurs in developing, producing, maintaining and transmitting its respective services. 


        3.2   Premium Services. During the Term of this Agreement, Sprint PCS shall offer a billing on behalf of functionality to
JAMDAT, which will allow Sprint PCS to bill Users directly for the use of certain mutually agreed upon JAMDAT Services by Users over data-capable 3G Handsets ("Premium Services"), on the
terms and conditions hereafter set forth; provided, however, that Sprint PCS reserves the right in its sole discretion to discontinue providing the billing on behalf of functionality set forth in this
Section 3.2 to all of its content providers in connection with the Sprint PCS Services. 



        A.    General. Sprint PCS shall make the Premium Services available for data-capable 3G Handsets only. Premium
Services may not be available on all 3G Handsets. In addition, Premium Services will not be provided for any electronic commerce transactions or other non-content applications or
transactions between JAMDAT and the Users (e.g., the purchase of a tangible product), including without limitation, Other Services (as defined below). JAMDAT shall provide all of the information set
forth on Exhibit A so that Sprint PCS may enable the Premium Services on JAMDAT's behalf. 



6







 

        B.    Hosting of Premium Services. All Premium Services will initially be hosted by Sprint PCS at Sprint PCS' sole cost and
expense (i.e., the actual content must be hosted, not just linked), but upon thirty (30) days prior written notice, Sprint PCS may require JAMDAT to assume responsibility for hosting the
Premium Services, in which case all hosting expenses will be JAMDAT's responsibility, and JAMDAT shall be required to meet the service level requirements set forth in Section 13 of this
Agreement. 


        C.    Limitations on Use of Premium Services. Sprint PCS reserves the right, in its sole discretion, to prevent certain Users
from receiving Premium Services and to set limits on the overall amount certain Users can spend on Premium Services. JAMDAT will not, and will not assist any third party to, make fraudulent charges
for JAMDAT Services mislead Users concerning JAMDAT Services, or misrepresent the nature of JAMDAT Services to Users. Sprint PCS reserves the right to suspend JAMDAT Services if Sprint PCS determines,
in its sole discretion, that any JAMDAT Services are fraudulent, misleading to Users or being misrepresented to Users by JAMDAT. 


        D.    Pricing for Premium Services. Sprint PCS shall use billing on behalf of functionality to charge Users an event-based
charge (e.g., per play or download) or a monthly recurring charge ("MRC"), when available from Sprint PCS, for Premium Services.  [***] will determine [***]the  [***]and[***]provided, however,
that [***]will not [***]that is  [***]No changes to [***]will
be allowed from  [***]until the [***]In the event that  [***]shall not have [***]
on or prior to  [***]shall have the right to terminate [***] If  [***], it must
provide [*** ]The  [***]cannot be [***]will be  [***]with an
[***]consistent with this
Section 3.2 D.[***]Only Sprint PCS is permitted to present this advice of charge. JAMDAT grants Sprint PCS the right to
use JAMDAT's name and logo on User invoices in conjunction with detailing any applicable Premium Services charges. In addition,  [***] will not receive [***] that are  [***] provided that all such [***] conducted in
accordance with the terms of this Agreement. 


        E.    Premium Services Revenue Sharing. Sprint shall pay to JAMDAT  [***] for Premium Services (net of Adjustments that are attributable to JAMDAT).  [***]is defined as the [***]that
[***] An [***]is defined as
a[***]to a[***]For example, if, in a given
quarter[***]is[***]and  [***], then [***] Only  [***]is authorized to [***] 


        F.     Uncollectible Revenue; Changes to Premium Services Revenue Sharing.  [***] will be responsible for up to [***] of
Uncollectible Revenue attributable to Premium Services. "Uncollectible Revenue" is defined as [***]and includes  [***]and other [***]
For the  [*** ]will determine if [***]If  [***]will adjust [***]For example, if  [***]determines that [***]for the Initial Six Months is  [***]
then [* *
*]will increase [***]If the revenue share percentages are  [***]the[***]
will take effect  [* * *] 


        G.    Premium Services Revenue Sharing Limitations. Sprint PCS' revenue share percentage for Premium Services  [***] In addition, if [***]
 JAMDAT may cease providing
Premium Services and terminate this Agreement by providing Sprint PCS with [***] prior written notice. Sprint PCS also reserves
the right to stop providing Premium Services if Sprint PCS determines that, [***] 


        H.    Payment Procedures. Sprint PCS will send any applicable payments on account of Premium Services to JAMDAT  [***] via electronic funds transfer. Sprint PCS will also
provide a summary remittance statement of Premium Services activity  [***] via e-mail to the JAMDAT contact designated on Exhibit A. In addition, Sprint PCS may, but is not
required to, [***] If Premium Services are suspended or terminated for any reason: (a) charges for Premium Services that
Users have ordered but will not receive (e.g., Marcs) due to the suspension or termination will be deducted, on a pro-rata basis, from Billed Revenue when calculating payments to JAMDAT;
and (b) any payments due to JAMDAT on account of Premium Services for affected month(s) will not be paid by Sprint PCS until the earlier of the quarter after the suspension is lifted or the 



7







 




Agreement
is terminated. JAMDAT will not earn any interest on Premium Services revenues collected by Sprint PCS from Users. In addition, Sprint PCS will not transmit any Premium Services payments to
JAMDAT until Sprint PCS has collected at least [***] in cumulative revenue for Premium Services. If this  [***] threshold is not satisfied, any applicable
Premium Services payments will be sent to JAMDAT after the end of the Term.
Sprint PCS is responsible for remitting all applicable transaction taxes related to the sale of Premium Services to Users. Upon request, Sprint PCS will provide JAMDAT with a resale tax exemption
certificate. 




        3.3   Other Services. JAMDAT may, in its sole discretion, provide and  [***] ("Other Services"), including without limitation,  [***]. In addition, JAMDAT may, in its sole discretion, engage  [***]JAMDAT will determine[***]for all Other Services
and [***]JAMDAT will also be responsible for [***]for
Other Services and [***] 


        3.4   Other Revenue Sharing. [***] shall pay to  [***] a portion of the [***]
 from  [***] as set forth in the table below. Except as noted above for  [***] is responsible for collecting and remitting all
transaction taxes imposed upon the sale of  [***]). Each party's respective share of revenue
for[***] 



	Revenue Source
	 	Sprint PCS %
	 	JAMDAT %

	

	[***]Transactions	 	[***] % of the [***] revenue	 	[***] % of the [***] revenue
	

	All Other Services, including [***]	 	[***] % of the [***] revenue, which is calculated as the [***]	 	[***] % of the [***] revenue
	







        3.5   Invoicing and Payment Procedures. Any amounts payable by JAMDAT to Sprint PCS are due to Sprint PCS on a monthly basis
within [***] after the end of each month. Payments must be remitted to the following Sprint PCS location: 



Sprint
PCS

Dept CH 10615

Palatine, IL 60055-06 15 




In
addition, on a [***] basis JAMDAT will, [***],
provide a report to Sprint PCS at the above address that details the information listed below: 



	(a)
	Total
gross Other Services revenue (by category, if applicable).



	(b)
	Total
gross Retail Transactions revenue (by category, if applicable).



	(c)
	Total
gross advertising revenue, if applicable, including the fair market value of any advertising consideration JAMDAT receives as part of a non-cash transaction (by
category, if applicable). 






        3.6   Usage Fees for Differentiated Games. Sprint PCS agrees to pay to JAMDAT a  [***] fee as set forth in the table below ("Usage Fee") based on 
[***] on a non-3G Handset in a given month. A "Differentiated Game" is defined as  [***] that is [***] and is not
 [***] JAMDAT's [***] are deemed to be Differentiated
Games and [***] Fees shall be payable to JAMDAT in connection with those applications in accordance with the terms of this
Section 3.6. 



	[***] per Month
	 	Monthly Usage Fee [***]

	

	[***]	 	[***]
	

	[***]	 	[***]
	

	[***]	 	[***]
	

	[***]	 	[***]
	

	[***]	 	[***]
	

	[***]	 	[***]
	






8







 

Sprint
PCS will pay [***] except that [*** ] will not be  [***]. [***] days prior written notice to the other party:
(a) Sprint PCS may elect to  [***] for non-3G Handsets; or (b) JAMDAT may elect to  [***] JAMDAT Services for non-3G Handsets; provided that  [***] shall [***] as the case may be,
[***] the JAMDAT Services for non-3G Handsets. 


4. MARKETING AND PROMOTION  


        4.1   Marketing Materials. Sprint PCS may include JAMDAT's name, description, logos or a description of JAMDAT Services in
certain marketing materials including collateral sent to Users, retail displays or other advertising and promotional activities only with the prior written consent of JAMDAT. JAMDAT may include Sprint
PCS's name description, logos or a description of the Sprint PCS Services in certain marketing materials, including collateral sent to Users, retail displays or other advertising and promotional
activities only with the prior written consent of Sprint PCS. 


        4.2   Publicity. Sprint PCS and JAMDAT shall [* *
*]at a mutually agreeable time [***]Except as otherwise set forth
herein, neither party shall [***] [***] [***] 


4.3   Promotional Activities. 



        A.Consistent
with Section 4.1 above, Sprint PCS will engage in a marketing campaign to promote Sprint PCS Services, and in its sole discretion market the availability of the
JAMDAT Services in connection with its marketing activities. Nothing in this section will be construed as a commitment by Sprint PCS to include references to the JAMDAT Services in any or all
marketing for Sprint PCS Services. 



        B.    Consistent
with Section 4.1 above, JAMDAT may, in its discretion, engage in a marketing campaign to promote the Sprint PCS Services and market the availability of
Sprint PCS's services in connection with its marketing activities. 


        C.    Sprint
PCS may use JAMDAT's mobile games within the Sprint 3G Mobile Showcase and in Sprint PCS retail stores for demonstration purposes. 




5. TERM AND TERMINATION  


        5.1   Term. The initial term of this Agreement begins on the Effective Date and ends 1 year after Premium Services are
commercially launched (the "Initial Term"). After the expiration of the Initial Term, this Agreement will be automatically extended on a 60-day continuing basis until terminated by either
party with at least 60 days prior written notice (each 60-day period, a "Renewal Term"). The Initial Term and any Renewal Term are collectively referred to as the "Term." 


        5.2   Termination for Breach. Either party may terminate this Agreement if the other party breaches any material term of this
Agreement and the breach is not cured within [***] days after written notice of the breach is provided to the defaulting party
by the non-defaulting party. Unless otherwise provided in the notice, or unless the breach has been cured, the termination is effective  [***] days after the date of the notice. 


        5.3   Effect of Termination. Upon the termination or expiration of this Agreement for any reason, the parties' respective
obligations under this Agreement will immediately terminate. Upon request, each party will promptly return to the other party all copies of the other party's Confidential Information and any data,
equipment, materials or other property that the party has been provided during the Term. In addition, all licenses from one party to the other party will immediately terminate. 


9







 



6. CONFIDENTIAL INFORMATION  


        6.1   General. Each party acknowledges that while performing its obligations under this Agreement it may have access to
Confidential Information of the other party. "Confidential Information" means any information concerning a party's trade secrets, software applications, products, planned products, services or planned
services, suppliers, customers, prospective customers, data, financial information, computer software, processes, methods, knowledge, inventions, ideas, marketing, promotions, discoveries, current or
planned activities, research, development, or other information relating to a party's business activities or operations or those of its customers or suppliers. This Agreement creates a confidential
relationship between the parties. Both parties will keep the terms of this Agreement and all Confidential Information confidential and, except as authorized by the other party in writing, the
receiving party will only use, and make copies of, Confidential Information to perform the Services or its obligations as required under this Agreement. Upon termination of this Agreement, or upon the
disclosing party's request, the receiving party will return or destroy all documents and other materials in the receiving party's control that contain or relate to Confidential Information. Upon
request by the disclosing party, the receiving party will provide written certification to the disclosing party that it has returned or destroyed all Confidential Information, including any duplicate
copies. Both parties will inform their personnel who will have access to Confidential Information of their obligations of confidentiality, and will require their personnel to comply with the terms of
this Agreement. If reasonably requested by either party, the other party will have those personnel sign a non-disclosure agreement at least as restrictive as this Section 6.1. Both
parties agree to disclose Confidential Information only to its personnel, including its affiliates, subcontractors and agents, who have a legitimate business need to know Confidential Information in
order to perform that party's obligations under this Agreement. If any material, non-public information is disclosed, the receiving party will comply with SEC Regulation FD (Fair
Disclosure), and refrain from trading in the disclosing party's stock until that material, non-public information is publicly disseminated. 


        6.2   Exceptions; Injunctive Relief. Confidential Information does not include information that the receiving party can
demonstrate by written documentation: (a) is rightfully known to the receiving party prior to negotiations leading to this Agreement; (b) is independently developed by the receiving
party without any reliance on Confidential Information; (c) is part of the public domain; or (d) is lawfully obtained by the receiving party from a third party not under an obligation of
confidentiality. If any Confidential Information is required to be disclosed by law or legal process, the receiving party will use reasonable efforts to cooperate with the disclosing party to limit
the disclosure. Both parties acknowledge that disclosure of Confidential Information by the receiving party may cause irreparable injury to the disclosing party, its customers and other suppliers,
that is inadequately compensable in monetary damages. In addition to any other remedies in law or equity, the disclosing party may seek injunctive relief for the breach or threatened breach of this
Section. 


7. GRANT OF LICENSES AND RIGHTS  


        7.1   JAMDAT Licenses. JAMDAT grants Sprint PCS and Sprint PCS Affiliates a limited, non-exclusive,
non-transferable (with no right to sub-license except as provided in this Agreement) license to reproduce, display, perform, distribute and transmit the JAMDAT Services, in any
current or future mark-up language or format, as necessary to enable Users to access and utilize the JAMDAT Services on the Handsets. Sprint PCS is allowed to modify the technical format
of the JAMDAT Services as necessary to ensure that the JAMDAT Services can be displayed on a 3G Handset (e.g. the conversion of HDML or WML language to XHTML language), but Sprint PCS will not alter
any material included in the JAMDAT Services. JAMDAT also grants Sprint PCS a limited, non-exclusive, non-transferable (with no right to sub-license except as
provided in this Agreement) license to reproduce, display, perform, distribute and transmit JAMDAT trademarks and service marks (the "JAMDAT Brand Marks") in connection with the display of the JAMDAT
Services as contemplated in this Agreement. Any other use of the JAMDAT Brand Marks, including for marketing or promotion of the JAMDAT Services, will require JAMDAT's prior written approval, and
shall be subject to JAMDAT's brand and trademark guidelines. Sprint PCS may use the JAMDAT Services or any transferred JAMDAT Data to monitor JAMDAT's performance and compliance with the terms of this
Agreement, for quality assurance purposes, and for Sprint PCS' internal marketing research purposes. 


10









   
        7.2   Sprint PCS Licenses. Sprint PCS is authorized to license the following to JAMDAT: (a) the Sprint diamond logo;
(b) Sprint PCS mark; and (c) the Sprint PCS Wireless Web mark (collectively, the "Sprint PCS Authorized Marks"). Sprint PCS grants JAMDAT a limited, non-exclusive,
non-transferable (with no right to sub-license) license to reproduce, display, perform, distribute, and transmit the Sprint PCS Authorized Marks, but only subject to Sprint
PCS' prior written approval and Sprint PCS' brand and trademark guidelines: (a) on tangible written materials promoting the Sprint PCS Services; and (b) in connection with the marketing
and promotion of the Sprint PCS Services. JAMDAT is not permitted to use any of the Sprint PCS Authorized Marks for any other purpose without Sprint PCS' prior written approval. 


8. OWNERSHIP AND USE OF DATA  


        8.1   JAMDAT Ownership. Both parties acknowledge and agree that JAMDAT owns all right, title and interest in and to the JAMDAT
Brand Marks, JAMDAT Data and JAMDAT Services (excluding third party content and services incorporated in the JAMDAT Services pursuant to valid license rights), and any and all intellectual property
rights associated therewith, and except for the licenses in this Agreement, nothing in this Agreement confers in Sprint PCS any right of ownership in the foregoing. 


        8.2   Sprint PCS Ownership. Both parties acknowledge and agree that Sprint PCS owns all right, title and interest in and to the
Sprint PCS Authorized Marks, Sprint PCS Data, the Sprint PCS Wireless Telecommunications Network, and the Sprint PCS Services (excluding third party content and services incorporated in the Sprint PCS
Services pursuant to valid license rights), and any and all intellectual property rights associated therewith, and except for the licenses in this Agreement, nothing in this Agreement confers in
JAMDAT any right of ownership in the foregoing. 


        8.3   Rights and Limitations. All Sprint PCS Data is Confidential Information and is the exclusive property of Sprint PCS.
JAMDAT will not, except as otherwise stated in this Agreement, store, copy, analyze, monitor or otherwise use any Sprint PCS Data. If Sprint PCS Data is made available to JAMDAT, JAMDAT will not
store, copy, analyze, monitor or otherwise use that data unless the parties have entered into a separate written agreement governing the use of that data. All JAMDAT Data is Confidential Information
and is the exclusive property of JAMDAT. Sprint PCS will not, except as otherwise stated in this Agreement, store, copy, analyze, monitor or otherwise use any JAMDAT Data. Nothing in this Agreement
prevents or limits: (a) JAMDAT from communicating directly with Users of JAMDAT Services; or (b) Sprint PCS from communicating directly with Users. 


        8.4   Solicitation; Disclosure. JAMDAT will not use the JAMDAT Services for the transmission of "spam" or any other
distribution of unsolicited information, including telemarketing, unless the User expressly consents to such distribution via the Handset. JAMDAT will not use any information obtained from the
activities contemplated under this Agreement to target advertisements or marketing to Users based on the User's use of Sprint PCS Services. Neither party will disclose the other party's information or
data provided to it under this Agreement to any third party in a manner that identifies the User as an end user of the JAMDAT Services or of the Sprint PCS Services, except as maybe required by law or
legal process. 


9. WARRANTIES AND DISCLAIMERS  


        9.1   Warranties. JAMDAT represents and warrants that all hardware, software and networks used by JAMDAT to fulfill its
obligations under this Agreement will: (a) to the extent its hardware, software or networks depend on a date processing function, perform and process date arithmetic and date/time data in a
consistent and accurate manner and in a manner that is unambiguous as to century; and (b) to the extent its hardware, software or networks are used in combination with other software, hardware
or networks, they will properly interoperate with the other software, hardware or networks, including the exchange of date/time data. If JAMDAT's hardware, software or network is not compliant 


11







 

with
this warranty, JAMDAT will, at its expense, promptly correct or modify the hardware, software or network so that it is compliant. JAMDAT also represents and warrants that: (a) it will not
introduce into Sprint PCS' hardware, software or network any software virus, worm, "back door," "Trojan Horse" or similar harmful code; (b) the JAMDAT Services do not infringe any intellectual
property right or violate any trade secret right or other right of any third party; and (c) it will comply with all applicable laws and regulations in performing this Agreement. 


        9.2   DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BOTH PARTIES' SERVICES, INFORMATION, CONTENT AND OTHER MATERIALS ARE PROVIDED ON AN
"AS IS," "AS AVAILABLE" BASIS. EXCEPT FOR THE EXPRESS WARRANTIES MADE IN THIS AGREEMENT: (1) NEITHER PARTY MAKES ANY WARRANTY THAT ITS SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR FREE, OR
THAT DEFECTS IN EITHER PARTY'S SERVICE WILL BE CORRECTED; AND (2) EACH PARTY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATERIALS PROVIDED UNDER
THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR
PERFORMANCE. THE PARTIES ACKNOWLEDGE THAT USE OF ANY DATA OR INFORMATION OBTAINED BY USERS THROUGH EITHER PARTY'S SERVICE IS AT USERS' OWN DISCRETION AND RISK, AND THAT USERS WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE RESULTING FROM USE OF THAT SERVICE. EACH PARTY AGREES TO INCLUDE A DISCLAIMER IN SUBSTANTIALLY SIMILAR FORM TO THE PREVIOUS SENTENCE IN THEIR RESPECTIVE USER'S AGREEMENTS OR
TERMS AND CONDITIONS OF USE FOR THEIR RESPECTIVE SERVICES.


10. INDEMNIFICATION AND LIMITATION OF LIABILITY  


        10.1 Indemnification by Sprint PCS. Sprint PCS will indemnify and defend JAMDAT, JAMDAT affiliates and their respective
directors, officers, agents, and employees (each, a "JAMDAT Indemnitee") from and against all claims, damages, losses, liabilities, costs, expenses, and reasonable attorneys' fees (collectively
"Damages") arising out of a claim by a third party against a JAMDAT Indemnitee: (a) to the extent resulting from or alleged to have resulted from any breach by Sprint PCS of its obligations,
representations or warranties under or related to this Agreement; (b) for injury to persons or loss or damage to property, to the extent resulting from any act or omission of an agent or
employee of Sprint PCS while working at JAMDAT's premises; or (c) alleging that the Sprint PCS Authorized Marks infringe any intellectual property right or violate any trade secret right or
other right of any third party. 


        10.2 Indemnification by JAMDAT. JAMDAT will indemnify and defend Sprint PCS, Sprint PCS Affiliates and their respective
directors, officers, agents, employees and customers (each, a "Sprint PCS Indemnitee") from and against all Damages arising out of a claim by a third party against a Sprint PCS Indemnitee:
(a) to the extent resulting from or alleged to have resulted from any breach by JAMDAT of its obligations, representations or warranties under or related to this Agreement; (b) for
injury to persons or loss or damage to property, to the extent resulting from any act or omission of an agent or employee of JAMDAT while working at Sprint PCS' premises; or (c) alleging that
the JAMDAT Brand Marks or the JAMDAT Services infringe any intellectual property right or violate any trade secret right or other right of any third party. 


        10.3 Indemnification Procedures. Promptly, upon becoming aware of any matter that is subject to the provisions of this
Section 10.0 (a "Claim"), the party seeking indemnification (the "Indemnified Party") must give notice of the Claim to the other party (the "Indemnifying Party"), accompanied by a copy of any
written documentation regarding the Claim received by the Indemnified Party. The Indemnifying Party will have the right, at its option, to settle or defend, at its own expense and with its own
counsel, the Claim. The Indemnified Party will have the right, at its option, to participate in the 


12







 



settlement
or defense of the Claim, with its own counsel and at its own expense, but the Indemnifying Party will have the right to control the settlement or defense. The Indemnifying Party will not
enter into any settlement that imposes any liability or obligation on the Indemnified Party, or contains any acknowledgement of wrongdoing by the Indemnified Party, without the Indemnified Party's
prior written consent. The parties will cooperate in the settlement or defense and give each other access to all relevant information. If an Indemnified Party's ability to provide a service is
enjoined due to a claim covered by the indemnity obligations in this Section, the Indemnifying Party will, at its option and expense, and in addition to any other remedies that the Indemnified Party
may have, either: a) procure for the Indemnified Party and the Users the continued right to use the service; b) replace the infringing material with non-infringing material
that will not adversely affect the operation or quality of the service; c) modify the infringing material so that it is non-infringing and will not adversely affect the operation or
quality of the service; or d) only if none of the above options are possible after commercially reasonable attempts by the Indemnifying Party to complete them, the Indemnifying Party may
terminate this Agreement. 


        10.4 LIMITATION OF LIABILITY. EXCEPT FOR A PARTY'S BREACH OF THE PROVISIONS OF SECTION 6 (CONFIDENTIAL INFORMATION) OR FOR CLAIMS FOR WHICH A PARTY
HAS AN OBLIGATION OF INDEMNITY UNDER THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR
OTHERWISE. CONSEQUENTIAL AND INDIRECT DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOST PROFITS, LOST REVENUE AND LOSS OF BUSINESS OPPORTUNITY, WHETHER OR NOT THE APPLICABLE PARTY WAS AWARE OF OR SHOULD
HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES.


11. SECURITY  


        Each party will maintain the security and integrity of its service, including implementing procedures to prevent third parties from transmitting unsolicited data
or messages to Users. JAMDAT will notify Sprint PCS as soon as possible if it knows or has reason to know that any unsolicited data or messages are being sent to Users of the JAMDAT Services, or if an
unusual or abnormal flow, number or type of message is being sent to Users. If a User is being sent unsolicited data or messages, or JAMDAT notifies Sprint PCS that Users may be being sent unsolicited
data or messages, each party will use commercially reasonable efforts to promptly prevent continuing transmission of unsolicited data or messages to Users. As necessary, Sprint PCS will provide a
connection to its gateway via a 128-bit secure socket level connection. As necessary, JAMDAT will provide a secure connection to the Internet to allow access to JAMDAT Services by Sprint
PCS and Users. 


12. RECORD KEEPING AND AUDITS  


        Each party will maintain sufficient records pertaining to its service and payments to the other party for a period of at least  [***] after
the completion of the applicable transaction. No more than once  [***] each party (as applicable, the "Auditing Party") has the right to [***]
[***] during the Term of this Agreement [***] to verify the correctness of
amounts paid under this Agreement. The Auditing Party will [***]The Audited Party will  [***]The Audited Party will not [***]
The Audited Party
will within[***]after [***]pay to the Auditing
Party[***]If the audit reveals [***]the Audited Party
will be entitled to [***]and if [***]the Auditing Party
will [*** ]pay to the Audited Party the amount [***] 


13. TESTING AND SERVICE RELIABILITY  


        13.1 Acceptance Testing. JAMDAT and Sprint PCS shall test all JAMDAT software applications and Enhancements thereto that are
to be utilized as part of the JAMDAT Services ("Deliverables") for compliance with the specifications in the detailed design document provided to Sprint PCS by 


13







 

JAMDAT
in accordance with Sprint PCS' launch checklist ("Acceptance Testing"). If a dispute arises regarding testing criteria, Sprint PCS will make the final determination. Acceptance of any
Deliverable will occur upon the earlier of either: (a) the delivering party's receipt of a notice from the accepting party that the Deliverable has met the acceptance criteria; or
(b) [***]. The party with the primary responsibility for the Deliverable (or the parties together, if jointly
responsible) will use commercially reasonable efforts to correct any non-conformance in a timely manner. The parties will provide each other with commercially reasonable assistance as
necessary to correct any non-conformance, including, without limitation, information necessary to allow the correcting party to recreate the error or non-conformity identified.
The parties will work together in good faith to complete Acceptance Testing in accordance with any applicable development schedule. Upon successful completion of Acceptance Testing the parties will
notify each other of final acceptance. Prior to completion of Acceptance Testing with respect to any software application or Enhancement, JAMDAT shall have the right in its sole discretion to remove
the application or Enhancement from Acceptance Testing for any reason or no reason as long as JAMDAT complies with the Minimum Features requirement in Section 2.1. 



        13.2 Service Reliability. The parties will make commercially reasonable efforts to ensure that their respective services
related to this Agreement are free from material defects, and are available 24 hours a day, 7 days a week to Users. JAMDAT and Sprint PCS agree to maintain their respective services
according to the applicable restoral expectations set forth in the table below. For unplanned events, Sprint PCS will assign a trouble severity code based on Sprint PCS' assessment of trouble at the
point of trouble identification. Sprint PCS will make adjustments to the trouble severity code based on event activities. Operational reviews between Sprint PCS Technical Services and JAMDAT will be
conducted as needed. The following trouble severity table will be reviewed quarterly by Sprint PCS and JAMDAT, and maybe modified by mutual written agreement of the parties. 



	Trouble Severity

Code
	 	Description-
	 	Restoral

Expectations

	

	[***]	 	[***]	 	[***]
	

	[***]	 	[***]	 	[***]
	

	[***]	 	[***]	 	[***]
	

	[***]	 	[***]	 	[***]
	

	 	 	 	 	[***]

[***]
	







        13.3 Points of Contact and Escalations. If either party experiences technical problems receiving or transmitting the other
party's service, or receive questions or complaints from Users, that party may contact the other party's technical service, Escalations will occur if applicable restoral expectations are not met
JAMDAT will provide for 24x7x365 support availability. JAMDAT will provide continual support until the event is resolved for Sevl Errors. JAMDAT and Sprint PCS' IT department will exchange ticket
numbers for tracking an event at the initial report of trouble by Sprint PCS to JAMDAT. JAMDAT will interface with any third party hardware and software vendors selected by it and included as part of
the JAMDAT Services. During unplanned events, JAMDAT will interact with 


14







 



these
third party vendors for service restoral activities; Sprint PCS will only be required to interact with JAMDAT. Sprint PCS and JAMDAT escalation contacts and numbers are as follows: 


JAMDAT Contact Information (Accessible 24 hours a day / 7 days a week)  



	 
	 	Contact Name & Title
	 	Phone
	 	Mobile
	 	Pager
	 	Email -

	

	[***]

[***]

[***]	 	[***]	 	[***]	 	 	 	[***]	 	[***]
	

	[***]	 	[***]	 	[***]	 	 	 	 	 	[***]
	

	[***]

[***]	 	[***]	 	[***]	 	[***]	 	 	 	[***]
	






Sprint PCS Contact Information (Accessible 24 hours a day / 7 days a week)  



	 
	 	Contact Name & Title
	 	Phone
	 	Mobile
	 	Pager
	 	Email -

	

	[***]	 	[***]	 	[***]	 	 	 	 	 	 
	

	[***]

[***]	 	[***]	 	 	 	[***]	 	 	 	 
	

	[***]

[***]	 	[***]	 	 	 	[***]	 	 	 	 
	

	[***]

[***]	 	[***]	 	 	 	[***]	 	 	 	 
	






        13.4 Network/Application Availability. Sprint PCS has a corporate initiative to meet or exceed  [***]. JAMDAT agrees to use commercially reasonable efforts to
maintain the JAMDAT Services at  [***] availability per month. 


        13.5 Planned Outages. The standard maintenance window is [* *
*] Central Standard Time, Any activities beyond the standard maintenance window are considered unplanned outages and will be addressed per
the above table. Standard maintenance is defined as routine, scheduled maintenance. Sprint PCS requires [***] notification and
approval of activities prior to standard maintenance. Demand maintenance is defined as maintenance that can wait until the regularly scheduled standard maintenance window, but will be given top
priority during that window. Emergency maintenance is defined as maintenance that must be performed immediately, regardless of time of day / busy hour. 


        13.6 Operating Changes. If Sprint PCS allows JAMDAT to participate in certain advanced services (e.g. instant messaging,
location based services), JAMDAT will comply with Sprint PCS' Wireless Application Manager (WAM) standards, including any applicable application programming interfaces (APIs). JAMDAT will coordinate
with Sprint PCS for the installation of new versions, releases, and fixes to the operating system and system software, as well as the installation of any new hardware. JAMDAT will provide  [***] prior
notice of these changes to Sprint PCS. 


        13.7 Exclusions. The[***]set forth in this
Section 13 shall not apply to [***]



14. DISPUTE RESOLUTION  


        14.1 WAIVER OF JURY TRIAL. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY COURT ACTION ARISING BETWEEN THE PARTIES, WHETHER UNDER THIS AGREEMENT
OR  


15







 

 OTHERWISE RELATED TO THIS AGREEMENT, AND WHETHER MADE BY CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR OTHERWISE. THE AGREEMENT OF EACH PARTY TO WAIVE ITS RIGHT TO A JURY TRIAL WILL BE BINDING ON ITS
SUCCESSORS AND ASSIGNS.  


        14.2 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES ARE GOVERNED BY THE LAWS OF THE STATE OF KANSAS, WITHOUT REGARD TO ANY CONFLICT OF LAWS
PRINCIPLES. THIS AGREEMENT WILL NOT BE GOVERNED OR INTERPRETED IN ANY WAY BY REFERRING TO ANY LAW BASED ON THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT (UCITA), EVEN IF THAT LAW IS ADOPTED IN
KANSAS.  


         14.3 Forum Selection; Attorneys' Fees. Except to the extent necessary for either party to enforce indemnity or defense obligations under this
Agreement, any court proceeding brought by either party must be brought, as appropriate, in Kansas District Court located in Johnson County Kansas, or in the United States District Court for the
district of Kansas in Kansas City, Kansas. Each party agrees to personal jurisdiction in either court, The prevailing party in any formal dispute will be entitled to reasonable attorneys' fees and
costs (including reasonable expert fees and costs), unless the prevailing party rejected a written settlement offer that exceeds the prevailing party's recovery. The parties agree to continue
performance during the pendency of any dispute, unless this Agreement is terminated under Section 5.3. 


15. GENERAL  


        15.1 Notices. Unless otherwise agreed, notices provided under this Agreement must be in writing and delivered by certified
mail (return receipt requested), hand delivery, or by a reputable overnight carrier service. Notices to Sprint PCS must be sent to the following addresses: (a) Sprint PCS Wireless Data
Services, Attn: Vice President Business Development, Mailstop KSOPH10414, 6160 Sprint Parkway, Overland Park, Kansas 66251; and (b) Sprint Law Department, Attn: General
Attorney—Procurement, Mailstop KSOPHN0314, 6450 Sprint Parkway, Overland Park, Kansas 66251. Notices to JAMDAT must be sent to the following address: 3415 S. Sepulveda Boulevard, Suite
500, Los Angeles, CA 90034; Attention: General Counsel; fax 310-397-0353. Notices will be considered given on the day the notice is received. 


        15.2 Assignment. Neither party may assign or transfer this Agreement or any of its rights or obligations under this Agreement
without the other party's prior written consent, except in connection with: (i) the sale of all or substantially all of its assets or business, (ii) a merger or other consolidation,
(iii) in the case of JAMDAT, to an entity controlling JAMDAT (by means of ownership or voting rights) or (iv) in the case of Sprint PCS, to an entity controlled by, under common control
with or controlling Sprint PCS (by means of ownership of voting rights). No assignment will relieve either party of its obligations hereunder. This Agreement will be binding upon the parties'
successors and permitted assigns. 


        15.3 Waiver; Severability; Remedies. The waiver of a breach of any term of this Agreement will not constitute the waiver of
any other breach of the same or any other term. To be enforceable, a waiver must be in writing signed by a duly authorized representative of the waiving party. If any provision of this Agreement is
held to be unenforceable, the remaining provisions will remain in effect and the parties will negotiate in good faith a substantively comparable enforceable provision to replace the unenforceable
provision. All rights and remedies of the parties, in law or equity, are cumulative and may be exercised concurrently or separately. The exercise of one remedy will not be an election of that remedy
to the exclusion of other remedies. 


        15.4 Independent Contractor; Non-Exclusive Relationship; Survival. JAMDAT and JAMDAT personnel are independent
contractors for all purposes and at all times. This Agreement does not 


16







 



create
an exclusive relationship between the parties except to the extent specifically provided for in this Agreement. Nothing in this Agreement will be deemed to be a restriction on either party's
ability to freely compete or to enter into "partnering" relationships with other entities. Numbered provisions 4.2, 6., 8., 10., 12., 14., and 15.4 will survive the termination or expiration of this
Agreement, in addition to any other provisions that by their content are intended to survive the performance, termination or expiration of this Agreement. 


        15.5 Miscellaneous. This Agreement's benefits do not extend to any third party, including Sprint PCS customers or Users,
unless expressly stated in this Agreement. The headings in this Agreement are for convenience only and will not affect the meaning or interpretation of this Agreement. Because the parties actively
negotiated this Agreement, it will not be construed against either party due to authorship. This Agreement, together with any exhibits, sets forth the entire understanding of the parties as to the
subject matter of this Agreement and supersedes all prior agreements, discussions, and correspondence pertaining to the subject matter of this Agreement. Any provision contained on a party's web site,
preprinted on any order, invoice, statement, or other document issued by either party, or contained in any "shrinkwrap" or "clickwrap" agreement will have no force or effect if that provision
conflicts with the terms of this Agreement. This Agreement may not be amended or modified except in writing signed by an authorized representative of each party. If there is an inconsistency between
the terms of this Agreement and those of any other oral or written agreement between the parties, the terms of this Agreement will control. 


        15.6 Prior Agreement. This Agreement supersedes the Wireless Internet Services Agreement dated as of October 20, 2000
by and between Sprint PCS and JAMDAT. 


16. INCENTIVE-BASED GAMES  


        16.1 Right to Reject Enhancements and Review Game Rules. "Incentive-based Game" means any game of chance or game of skill as
defined under applicable law, including, without limitation, contests and sweepstakes for which cash or any other types of prizes or incentives are offered. JAMDAT will advise Sprint PCS in writing
(pursuant to section 15.1) of any Incentive-based Game that JAMDAT proposes to add to the JAMDAT Services, or of any modification to a then-existing Incentive-based Game (each a
"Gaming Change"). Sprint PCS shall have the right to approve or disapprove any Incentive-based Game and any Gaming Change. Sprint PCS may reject a proposed Incentive-based Game or Gaming Change if
Sprint PCS, in its sole discretion, determines that the Incentive-based Game or Gaming Change could: (i) subject Sprint PCS to any laws related to the regulation of gaming; or (ii) be
interpreted as Sprint PCS sponsoring, offering, promoting, soliciting or otherwise advancing gaming in violation of applicable law. In addition, Sprint PCS has the right to review all rules and
eligibility requirements for each Incentive-based Game and Gaming Change. The parties will attempt in good faith to mutually agree on these rules and eligibility requirements; provided, however, that
if the parties cannot agree on the rules or eligibility requirements, Sprint PCS may prohibit the Incentive-based Game or Gaming Change from being included on the Sprint PCS Services. 



        16.2 No Sponsorship; JAMDAT Actions; Notification of Legal Developments. As between Sprint PCS and JAMDAT, JAMDAT shall be
deemed the sole sponsor of all Incentive-based Games that may be included in the JAMDAT Services. None of the activities contemplated in this Agreement shall be construed as Sprint PCS sponsoring,
offering, promoting, soliciting or otherwise advancing any Incentive-based Games. JAMDAT will not to take, negligently, knowingly or intentionally, any action that could: (i) subject Sprint PCS
to any laws related to the regulation of gaming; or (ii) be interpreted as Sprint PCS sponsoring, offering, promoting, soliciting or otherwise advancing gaming in violation of applicable laws.
JAMDAT will promptly notify Sprint PCS in writing if JAMDAT becomes aware of any factual, judicial, regulatory or legislative development that could: (i) subject Sprint PCS to any laws related
to the regulation of gaming; or (ii) be interpreted as Sprint PCS sponsoring, offering, promoting, soliciting or otherwise advancing gaming in violation of applicable laws. 


17







 



        16.3 Right to Terminate; Indemnification. Sprint PCS may, at any time and without liability, suspend the offending JAMDAT
Services [***] prior written notice to JAMDAT, if Sprint PCS determines, in its sole discretion, that performance of any of its
obligations under this Agreement has or could: (i) subject Sprint PCS to any laws related to the regulation of gaming; or (ii) be interpreted as Sprint PCS sponsoring, offering,
promoting, soliciting or otherwise advancing gaming in violation of applicable laws. JAMDAT, at its own expense, will indemnify and defend the Sprint PCS Indemnitees from and against all Damages
arising out of a claim against a Sprint PCS Indemnitee related to JAMDAT's failure to comply with the requirements of this Section 16. 


        16.4 Compliance with Laws. JAMDAT warrants that, throughout the Term: (i) all JAMDAT Services containing
Incentive-based Games, whether or not provided under a JAMDAT brand name, will strictly comply with all applicable United States federal, state and local laws, regulations and ordinances, including,
registration and bond posting requirements, rules and other disclosure requirements; and (ii) JAMDAT will either: (A) permit only legal residents of the United States to claim prizes or
otherwise become winners of its Incentive-based Games; or (B) disable United States-based Users from being able to register for Incentive-based Games. In addition, JAMDAT will, at its expense,
provide a free alternative means of entry for all Incentive-based Games, including, without limitation, an Internet site that can be accessed by anyone and that does have any conditions to play. 



        By
signing below, each party agrees that it has read and consents to the terms and conditions on the previous pages. 



	SIGNED:	 	 	 	 	 
	
Sprint Spectrum L.P.	
 	

JAMDAT Mobile Inc.	

 
	
Signature:	

/s/  PAUL REDDICK      
 Paul Reddick

Vice President, Business Development	
 	

Signature:	

/s/  CRAIG GATARZ      
 Craig Gatarz

Chief Operating Officer	

 
	Date:	May 29, 2002	 	 	May 17, 2002	 
	 	 	 	Address:	3415 S. Sepulveda Boulevard, Suite 500

Los Angeles, CA 90034	 
	 	 	 	 	 	 




18







 
Exhibit A

Premium Services Information  


	1.
	Address




JAMDAT's
Address: 3415 S. Sepulveda Boulevard, Suite 500, Los Angeles, CA 90034 Remittance Address (if different from above) 


	2.
	JAMDAT's
Primary Contact [***]



Name
(Required):[***]

Title [***]: [***]

Work Phone Number ([***] [***]

Mobile Phone Number [***]

Fax Number [***] [***]

Email Address (Required)[***] [***]


	3.
	JAMDAT's
Secondary Contact [***]



Name
(Required): [***]

Title [***] [***]

Work Phone Number ([***] [***]

Mobile Phone Number [***]

Fax Number [***]

Email Address [***]


	4.
	Remittance/Electronic
Funds Transfer Information 





Bank
Name (Required): [***]

Account number (Required): [***]

ABA/Routing Number (Required): [***]

Bank Phone Number (Optional): [***]


	5.
	IRS
Information 



Employer
Identification Number (EIN): 95-4791817



For
corporations and other non-partnership entities, indicate reason for Form 1099 reporting exemption (one must be marked): 



	ý
	Entity
is a corporation



	o
	Exempt
from tax under Section 50 1(a) or other Internal Revenue Code exemption



	o
	Entity
is a federal, state or local government agency or instrumentality



	o
	Nonresident
alien individual or foreign corporation, partnership, estate or trust. 



19















QuickLinks


AMENDMENT NO. 3 TO WIRELESS INTERNET SERVICE AGREEMENT BETWEEN SPRINT SPECTRUM L.P. AND JAMDAT MOBILE INC.

BACKGROUND



AMENDMENT