GAME LICENSE AGREEMENT
This Game License Agreement (this “Agreement”) is made as of _______, 2016 (“Effective Date”) by and
between Choice of Games LLC, a limited-liability corporation with offices at 1040 Ordway St., Albany, CA 94706
(“Choice of Games”) and _____________, minor individuals (“Author”), with the consent of their guardians.
BACKGROUND
Author has developed a game and wishes to license the game to Choice of Games so that it may be
displayed and distributed on the www.choiceofgames.com website and Choice of Games wishes to license the game
from the Author in accordance with the terms and conditions set forth below.
NOW THEREFORE, in consideration of the mutual promises and covenants made herein by the parties to
one another, the parties agree as follows:
1.
Rights to Game.
1.1
Ownership.
(a)
As between the parties, Author will own all right, title and interest in and to any portion
of the Game created or otherwise contributed by Author, including but not limited to the content, text, artwork,
characters, plot, and other materials Author creates or otherwise contributes (“Author Contributions”).
(b)
As between the parties, Choice of Games will own all right, title and interest in and to
any portion of the Game created or otherwise contributed by Choice of Games, including but not limited to the
ChoiceScript proprietary software and any modifications thereto, any Game name or title that uses or is derived
from the words “Choice of”, and any content, text, artwork, characters, plot, and other materials Choice of Games
creates or otherwise contributes to the Game.
1.2
License.
(a)
Author hereby grants to Choice of Games (i) a worldwide, non-exclusive license with
right to sublicense, to use, copy, make, distribute, publicly perform and display, host of the Author Contributions, or
any portion thereof, for purposes of making the Game available to end-users via the Choice of Games website, (ii) a
worldwide, perpetual, non-exclusive right to sublicense Author Contributions to end users for purposes of
downloading, playing, and using the Game.
(b)
Choice of Games will not charge any fee to either Author or end users for access to the
Game. Choice of Games will not advertise directly on the page that displays Author’s game, except to link to other
web pages on the Choice of Games website and to promote Choice of Games in general. Choice of Games reserves
the right to have other commercial content elsewhere on its website, including advertising and products for sale.
1.3
Credit. Choice of Games will identify the Author of the Game on the “About” page of the Game.
Author hereby grants to Choice of Games the right to use Author’s name solely to provide such authorship credit
and to otherwise promote the Game.
2.
Financial Terms
2.1
Choice of Games will not seek to make any revenue directly from the Game. Choice of Games
will not pay or charge Author any fees in connection with displaying the Game. Choice of Games’s hosting of the
Game and making it available to the public is the entire consideration Choice of Games will provide in exchange for
this license.
26313/00100/SF/5284072.5
3.
Term and Termination.
3.1
Duration. This Agreement will be effective on the Effective Date and will remain in effect unless
and until it is terminated in accordance with this Section 3.
3.2
Termination. Each party may terminate this Agreement in its sole discretion for any or no reason
by providing 90 days written notice to the Author.
3.3
Effect of Termination. Upon the termination of this Agreement, Choice of Games may continue
to exercise its licenses in Sections 1.2 for thirty (30) days for the purpose of winding down its use and distribution
channels for the Game, and that the sublicenses granted pursuant to Section 1.2(a)(2) will survive in perpetuity.
4.
Representations and Warranties.
4.1
Each party represents and warrants that: (i) it has full authority to enter into this Agreement and
perform its obligations hereunder; and (ii) the terms of this Agreement do not violate and will not cause a breach of
the terms of its other agreements.
4.2
Author represents, warrants, and covenants that it has all right, title, and interest in and to the
Author Contributions, and has obtained all permissions and clearances, as is necessary to grant the rights and
licenses and make the deliveries to Choice of Games hereunder at no additional charge.
4.3
Author represents, warrants, and covenants that the Author Contributions, and Choice of Games
and end-users’ exploitation of the Author Contributions in accordance with the terms herein does not and will not
infringe the rights of any third party (including without limitation Intellectual Property Rights), violate any obtained
permissions or clearances, or result in any tort, injury, damage, or harm to any third party.
5.
Limitation of Liability.
EXCEPT FOR CLAIMS ARISING FROM A BREACH OF SECTIONS 4.2 OR 4.3 AND EXCEPT FOR THE
OBLIGATIONS OF INDEMNITY CONTAINED IN THIS AGREEMENT: (A) IN NO EVENT WILL EITHER
PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER ARISING IN AN ACTION OF CONTRACT,
TORT OR OTHER LEGAL THEORY (INCLUDING NEGLIGENCE) EVEN IF THE PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THESE PROVISIONS WILL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
6.
General.
6.1
Independent Contractors. The relationship of Choice of Games and Author is that of
independent contractors, and nothing in this Agreement (a) gives either party the power to direct or control the dayto-day activities of the other, (b) makes the parties partners, joint ventures, co-owners, or participants in any joint
undertaking, or (c) allows either party to create or assume any obligation on behalf of the other.
6.2
Governing Law. This Agreement is governed by and enforced under the laws of the United
States and State of California, but excluding its conflict of law provisions that would require the application of the
laws of any other jurisdiction. Each party agrees to personal jurisdiction and venue in the federal and state courts for
Santa Clara County, California. Each party hereby consents to the exclusive jurisdiction and venue of these courts.
6.3
No Waiver. The waiver of any particular breach or default or any delay in exercising any rights is
not a waiver of any subsequent breach or default, and no waiver is effective unless in writing and signed by the
waiving party.
6.4
Severability. If any provision of this Agreement is found invalid or unenforceable, that provision
will be enforced to the maximum extent permissible consistent with the original intent of the parties, and the other
provisions of this Agreement will remain in force.
6.5
Counterparts. This Agreement may be executed in any number of counterparts, all of which
taken together constitute a single instrument. Execution and delivery of this Agreement may be evidenced by
facsimile transmission.
6.6
Entire Agreement. This Agreement represents the entire agreement between the parties and
supersedes all prior and contemporaneous agreements and understandings (oral and written) with respect to the
matters covered by this Agreement. Neither party has entered into this Agreement based on representations other
than those contained in this Agreement. This Agreement may be amended only by a written agreement signed by
both parties.
The parties have executed this Agreement as of the Effective Date by the authorized signatures below.
AUTHOR
CHOICE OF GAMES
By:
By:
Name:
Name:
Title:
N/A
Date:
AUTHOR’S PARENT OR GUARDIAN
By:
Name:
Title:
Date:
Title:
Date: