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Software and Content Distribution Agreement:


This Software and Content Distribution Agreement (also referred to as the 'Agreement' or 'License') is made on [Date of Agreement]
BETWEEN: the following entities, each called a 'Party'; together the 'Parties':

Euman A/S, a company incorporated under the laws of Denmark with a registered head office at Niels Ebbesens Vej 17, 1911 Frederiksberg C., Hereinafter referred to as 'Playingmondo', a location based platform of Euman A/S.

AND

[Company Name]: [Contact Name]
Business address: [Contact Address]
Contact telephone number(s): [Contact Telephone Number]
Contact fax number(s): [Contact Fax Number]
Contact e-mail address(s): [Contact E-Mail Address]
Tax ID: Not Applicable

Hereinafter referred to as 'Supplier'

It is now agreed as follows:

1. Prerequisites for entering into 'Software and Content Distribution Agreement':

1.1 Supplier must first create user on 'Playingmondo' website www.Playingmondo.com and user data is then subject for this agreement. To agree with agreement online, click on the 'I Agree' icon.
1.2 Supplier must upload or create the Products (hereinafter referred to as 'Product' or 'Products') on Playingmondo.
1.3 Supplier must upload to Playingmondo all logos, trademarks and service marks related to the uploaded Products.
1.4 Playingmondo reserves the right to accept or reject any application of the Supplier and/or any specific Product uploaded by the Supplier at Playingmondo's own discretion and in particular where such applications relates to websites and/or mobile content that:
a. Do not comply with current legislation and regulation and/or infringe the rights of any third parties.
b. Are unsuited to the sale or promotion of the services, or that might damage the brand image of Playingmondo or its services.

2. Rights to use:

2.1 The Supplier shall provide Products to Playingmondo to be distributed or sold based on a revenue share model described in Section, 11, Revenue Models.
2.2 Playingmondo intends to distribute and/or resell Products by the Supplier through its website www.Playingmondo.com and its own sales channels defined below (in Section 3) as "Sales Channels".
2.3 Supplier grants Playingmondo and its authorized sales channels, a non exclusive right and license to use, distribute, copy for distribution, market, license and sell in any media throughout the world, the Products.
2.4 Supplier grants Playingmondo a nonexclusive, worldwide, royalty-free rights and license to use its logos, trademarks, trade names, service marks or other identifying or distinctive marks (collectively, "Marks"). But where Playingmondo groups, integrates or otherwise combines the Products with other products, Playingmondo may exercise its discretion in determining the placement and size of the marks in the context of Playingmondo's use, distribution, public display, public performance, or marketing of such combinations.
2.5 Playingmondo expects the Supplier to display PLAYINGMONDO logo together with a link to the URL www.Playingmondo.com on their website and promotional material, if given.
2.6 The parties agree that Supplier owns all proprietary intellectual property rights related to the Products and this agreement does not transfer ownership of any of these rights. Products are licensed, not sold, to Playingmondo.
2.7 The parties agree that Playingmondo owns all proprietary intellectual property rights, including copyrights or trademarks, in any marketing materials created, modified or otherwise prepared by Playingmondo which may contain Supplier's proprietary materials.
2.8 The Supplier agrees not to disclose/provide any secret and/ or confidential information exchanged between the parties related to the Products, its processes, software, technology, test results, material, design, prices, customers etc., to any third party. Playingmondo shall follow its privacy policy regarding its obligation to secure confidentiality and secrecy.
2.9 Supplier grants Playingmondo a royalty-free nonexclusive right and license to use the Products for marketing and demonstration purposes.
2.10 Playingmondo has the discretionary rights to refuse or terminate the distribution/reselling of any Product that it deems inappropriate.

3. Sales Channels:

3.1 For distribution/ reselling of Products provided by the Supplier, Playingmondo shall use the sales channels including but not limited to the following:
3.1.1 www.Playingmondo.com - the online store where an end user can purchase the Products uploaded to Playingmondo. It is the basic sales channel.
3.1.2 Sales and marketing arrangements with Mobile/Wireless Operators.
3.1.3 Sales and marketing arrangements with Playingmondo's affiliates throughout the world.
3.1.4 Sales and marketing arrangements with mobile phone and handheld device manufacturers and distributors.
3.1.5 Sales and marketing arrangements with corporate entities such as but not limited to retailers, retail assistants and free phone distribution etc.
3.2 Supplier will be notified, from time to time by reasonable means, including Playingmondo's electronic newsletters, when Playingmondo establishes or opens new distribution channels or re-designates existing channels in Playingmondo's sole and reasonable discretion.
3.3 All revenue collected through different sales channels shall be shared as outlined in Section 11, titled 'Revenue Models'.

4. Obligations of Supplier:

4.1 The Supplier shall release updated and new version of the Products on Playingmondo's site no later than the date on which the Supplier releases such updated or new versions at any other third party site and in no event later than 14 days (i.e. two weeks) after Supplier has released such updated or new versions at any site owned & controlled by the Supplier or in any other way.
4.2 The Supplier shall deliver to Playingmondo all existing marks and user manuals in all reasonably available media for use, at Playingmondo's sole discretion, in marketing, installing or using the Products.
4.3 The Supplier agrees not to disclose/provide any secret and/ or confidential information exchanged between the parties related to the products, processes, software, technology, test results, material, design, prices, customers etc., to any third party. However, Supplier will provide, at no charge, to Playingmondo or, where applicable, to the customer, the user manuals and other marketing material for proper functioning of the Products and its marketing.
4.4 The Supplier shall provide Playingmondo with the Products in a form suitable for electronic reproduction and distribution. It is the Supplier's responsibility to test the Products for all the applicable devices prior to uploading on Playingmondo's website or delivering it to Playingmondo and ensure that all the Products are reasonably free of defects, bugs and viruses.
4.5 The Supplier shall provide complete customer support through e-mail and/ or telephone to customers who purchase the Products. The level of support must, at a minimum, be in accordance with Supplier's support policies at the time in effect. All queries directly related to the Products shall be forwarded to the Supplier.
4.6 Playingmondo expects the Supplier to respond to the customer queries (i.e. forwarded by Playingmondo) within 24 hrs in weekdays. Supplier shall deal with at-least 80% of all queries within 24 hrs in weekdays.
4.7 Supplier shall not update the Products more often than is reasonably necessary to add new releases and correct bugs. In no event shall Supplier update the Products for the purpose of manipulating Product placement in any search result or lists of new or updated Products. Playingmondo will determine, in its sole discretion, whether the Supplier has violated this paragraph, and reserves the right to take action to remedy the abuse as Playingmondo deems appropriate.
4.8 All updated Products shall be reasonably compatible with previous versions and/or content developed thereto.
4.9 Supplier agrees to provide the software or content to Playingmondo at the lowest price and best discount that the supplier makes the software available to any other reseller/publisher.

5. Obligations of Playingmondo:

5.1 Playingmondo may, at its sole discretion, group, integrate or otherwise combine software computer programs or Content with other Products, whether software or hardware, (a 'Product Suite') in connection with its use, distribution, marketing or licensing of the product. Playingmondo or its channel partners may only distribute the Products or display the marks of the Supplier in 'Product Suites' or promotions that are suitable for general audience of all ages.
5.2 Playingmondo shall make reasonable efforts to advertise, promote and market the Products through all the sales channels. Playingmondo will advertise and promote the Products at its own sole discretion and expense. Playingmondo shall also bear all the costs related to its own efficient operations.
5.3 Playingmondo will make reasonable efforts to provide support to the customers related to problems not directly caused by the Product's malfunction or errors. It will make reasonable efforts to provide first level assistance to the end users for different problems they may face regarding efficient usage of the online store.
5.4 Any returns from the customers will be made solely on the basis of Playingmondo's Customer Policies , which may be updated by Playingmondo at its sole discretion and at any time.
5.5 Playingmondo shall: (i) conduct business in a manner that is reasonably favourable at all times for the Supplier, the Products and the good name, good will and reputation of Supplier, (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to Supplier and the Products, (iii) make no false or misleading representations with regard to Supplier or the Products, (iv) not publish or employ, or co-operate in the publication or deployment of, any misleading or deceptive advertising material with regard to Supplier or the Products, (v) make no representations, warranties or guarantees to customers or to the trade with respect to the specifications, features or capabilities of the Products that are inconsistent with the literature uploaded by the Supplier to Playingmondo, (vi) limit all warranties and guarantees to the extent and in the manner that Supplier specifies in uploaded to Playingmondo, and (vii) not enter into any contract or engage any practise detrimental to the interests of the Supplier.
5.6 Playingmondo shall not remove, efface or obscure any copyright notices or other proprietary notices or legends from any Product or material provided by the Supplier, and shall secure - through the material uploaded by the Supplier to Playingmondo - reproduction of all such notices and legends when copying and/or bundling the Products with the other Products.

6. Confidentiality:

6.1 The Supplier may receive from time to time non public information relating to Playingmondo's and its affiliates (Confidential Information), this includes without limitations, information relating to sales consummated under this agreement. You agree that:
a. All such confidential information is the exclusive property of Playingmondo.
b. You will use such confidential information for the purpose of which it was provided to you, which shall only be purpose of enabling your performance under this agreement or providing support for the Products.
c. You will not disclose any confidential information without Playingmondo's prior written consent.
6.2 Supplier shall not use the Customer Information provided by Playingmondo by any means either through reports or email, including the telephone number, postal address and email address of the customer, to contact the customer, except that Supplier may use the Customer Information to provide registration or unlock information to the customer to activate and use the Software, unless Playingmondo indicates to Supplier that the customer has opted in to be contacted by the Supplier for other purposes, such as to receive marketing and promotional offers. Supplier shall not provide the Customer Information to third parties or related parties for purposes of marketing or promotional offers and shall use reasonable effort to ensure that any Customer Information provided to third parties is not used for unsolicited marketing or promotion. Supplier acknowledges that any unsolicited email contact with a customer may result in a violation of this agreement.
6.3 Playingmondo shall not permit any third-party, including, without Limitation, its distributors, and software integrators, under any Circumstances, to (i) decompile, decipher, disassemble, and reverse engineer or otherwise decrypt or discover the source code of the Software or (ii)attempt to do, knowingly permit others to do or encourage others to decompile, decipher, disassemble, and reverse engineer or otherwise decrypt or discover the source code of the Software.

7. Payments:

7.1 Playingmondo shall invoice its customers and collect all amounts due for the sale of Products to the customers.
7.2 Playingmondo shall pay the supplier all amounts on each month, calculated on the basis of the revenue model stipulated in Section 11 of the agreement. Playingmondo shall report to the supplier on 5 th of each month in electronic form the relevant data (Royalty report). The revenue share shall be paid by Playingmondo on receipt of an invoice from the Supplier before the 10th of each month subsequent to the month of sale, failing of which shall carry forward it to the next month. For example, The Royalty report shall be sent to the supplier by the 5 th of June and the supplier shall send the invoice to Playingmondo by June 10th. Playingmondo shall transfer the revenue share of the supplier for the month of May on or before 30th of June.
7.3 Notwithstanding the foregoing, if the total amount due to the Supplier is U.S. $ 100/- or less, the Playingmondo reserves the right to withold payment untill the earlier of (i) the next payment date on which the amount owed to Software or Content Owner exceeds U.S. $ 100/-, or (ii) six months from the original payment due date.
7.4 At Playingmondo's discretion payments shall be made through (but not limited to) electronic bank transfer or PayPal. If either (i) Supplier requests a payment method other than payment method chosen by Playingmondo or (ii) if Supplier requests that payments be sent outside Europe where Playingmondo's preferred payment method is unavailable, Playingmondo reserves the right to deduct its processing and delivery cost from the amount of the payment [NOTE: WITHHOLDING TAX APPLY TO SOME ROYALTY PAYMENTS - BEAWARE IF CONSIDERED SO]
7.5 In the event of a refund of any Product sales or any amounts are charged back to Playingmondo on account of a disputed credit card charge, Playingmondo shall deduct all amounts paid to the Supplier - based on such revenue - in future payments to the Supplier.
7.6 Consistent with what has been stipulated, Playingmondo need not remit payment to the Supplier for Playingmondo's internal installation or use of the Products or for any trial/marketing installations.
7.7 All financial records of Playingmondo shall be deemed accurate unless the Supplier decides to have an independent audit to the extent reasonably required verifying Playingmondo's compliance with the revenue models, at its sole expense, the frequency of which can be once every twelve months only. In case, such an exercise discovers a discrepancy of ten percent (10%) or more in the Supplier's favour, Playingmondo shall pay the Supplier the reasonable cost of the audit, in addition to the adjusted payment.

8. Terms of the Agreement:

8.1 The terms of the agreement/license shall come into force on the date of signature by the last of the parties (also referred to as "effective date") and shall expire by the first calendar year end following the 12 month anniversary of the effective date.
8.2 The agreement automatically renews for successive Calendar year of twelve (12) months period, unless either party notifies the other party in writing, at least sixty (60) days before the end of a calendar year, of its decision not to renew the agreement.
8.3 Either party may terminate this agreement any time, and for any reason or without a reason, by giving the other party a thirty (30) days prior written notice (by post, fax or email).
8.4 In the event of expiration of this Agreement: (i) Playingmondo shall not license, sell or otherwise dispose of the Products to any third party after such expiration or termination; and (ii) the Supplier shall be responsible for continued support of past and future sales of the Products.
8.5 Upon the expiration of this agreement Playingmondo shall de-list all Products from its site, and shall use commercially reasonable efforts to cause the de-listing and removal of all Products from any additional distribution channel as soon as is practical after such date. To provide future refunds and charge backs Playingmondo may establish a reasonable reserve, the balance of which, if any, shall be refunded within three calendar months following the expiration. In the event of any deficit not covered by the reserve, Playingmondo shall invoice the Supplier for the amount of deficit.
8.6 Upon expiration of this Agreement, Playingmondo shall deliver to Supplier all Products, including code and documentation, covered by this Agreement or destroy or erase any versions of such material which cannot be returned to the Supplier.
8.7 The secrecy obligations mutually undertaken shall remain into force after the expiration of agreement for a period of five (5) years from the date of expiration.
8.8 Some or all of the Product(s) of the Supplier may already be provided to Playingmondo by any third party Aggregator(s). The Supplier shall have no objection to his already available Product(s) but shall inform Playingmondo in case the Supplier has terminated and / or expired the Agreement/Contract with the third party Aggregator(s). The Aggregator may be an entity collecting or aggregating Product(s) from Independent Software Vendor(s) and supplying to Playingmondo.
8.9 If the Supplier is an Aggregator, it shall always inform Playingmondo upon expiration and / or termination of any of the Contracts with respect to the aggregated product(s). The Aggregator may be an entity collecting or aggregating Product(s) from Independent Software Vendor(s) and supplying to Playingmondo.
8.10 If there is a change in the terms and conditions of this agreement, Playingmondo shall inform the Supplier about it by posting the revised agreement on Playingmondo's website and notifying Supplier of the modifications by e-mail and/or forwarding a copy of the revised agreement by e-mail or by post. If the Supplier does not indicate any objections to the changes within thirty (30) days, the changes shall be deemed to be enforced. However, the effective date of the agreement shall not change if any modifications are made during the term of the agreement.

9. Warranties and Indemnities:

9.1 Each party has the right, power and authority to enter into and perform their obligations according to the terms of this Agreement.
9.2 Neither of the parties have any restrictions that would impair its ability to perform its obligations and grant all rights incorporated in this Agreement.
9.3 Supplier is the owner or has obtained and currently holds valid and sufficient rights, including rights in third party Intellectual Property Rights and trademarks, to license the rights granted to Playingmondo.
9.4 The Supplier guarantees to a technically reasonable extent that all the Products do not and will not contain any material that is libellous, defamatory, private, obscene and pornographic.
9.5 The Supplier guarantees that to a technically reasonable extent, the content of all the Products do not contain any viruses, worms, Trojan horses, time bombs, or other software routines that may negatively impact the operation of any software or damage, interfere with, intercept, or expropriate any system data or personal information.
9.6 The Supplier warrants that it has used commercially reasonable means to determine that the Products provided to Playingmondo does not infringe upon or violate any intellectual property rights or patents.
9.7 Supplier shall indemnify and hold harmless Playingmondo, as well as it's sales channels and the end users, against any liability, suits, claims, losses, damages and judgements, and shall pay all costs (including reasonable attorney's fees) and damages to the extent that such liability, costs or damages arise from a claim that the Supplier infringes any intellectual property right or patent or damages any hardware.

10. General Provisions:

10.1 Both Parties agree to use commercially reasonable efforts to market and promote the Products and the supported products. In addition, each Party, in its sole discretion, may offer the other Party opportunities to jointly demonstrate market and promote the Products at trade or other shows, seminars and/or wireless or electronic industry events.
10.2 The addresses provided in this agreement shall be valid addresses for sending out any notices via e-mail or by post. It is the obligation of each party to inform the other of the change of address, if any.
10.3 This Agreement is to be interpreted in accordance with the laws of Denmark . Any dispute or litigation based on, related to or arising out of this Agreement must be brought and maintained in Copenhagen , Denmark , before a court of competent jurisdiction.
10.4 A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
10.5 This agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, and such counterparts together shall constitute one and the same instrument. For the purposes hereof, a printed copy or a facsimile copy including the signature pages hereto, shall be deemed an original.
10.6 Neither Party shall be held responsible or liable for any losses arising out of any delay or failure in performance of any part of this agreement due to any unforeseen circumstances, act of God, act of governmental authority, act of the public enemy or due to war, riot, flood, civil commotion, insurrection, labour difficulty, severe or adverse weather conditions, lack or shortage of electric power, failure of performance by any third party hosting service or equipment provided or maintained by others, including general performance of the Internet itself, or any other cause beyond the reasonable control of the party signatory to the agreement.

11. Revenue Models:

11.1 Any trial versions of the Products provided by the Supplier pursuant to this agreement must clearly direct the customer only to Playingmondo to register and/or purchase the Products.
11.2 To the extent that the Supplier includes any link to or acknowledgement any of its resellers on its website, in the Products, or in any other promotional material, the Supplier should also link to or acknowledge Playingmondo in a manner comparable in prominence, placement and substance to the links or acknowledgements to those of the listed resellers.
11.3 For any Products sold through Playingmondo's basic or other channels, Playingmondo shall pay the Supplier a royalty for each sale equal to percentages of the Product Sales Price as mentioned below:
11.3.1 www.Playingmondo.com: the online store where an end user can purchase the Products uploaded to or created on Playingmondo.
11.3.1.1 Purchase through Credit Card/ Paypal: 70 % of the Gross Revenue.
11.3.1.2 Purchase through Premium Rate SMS Service: 70 % of the Net Revenue.
11.3.2 Sales and marketing arrangements with channels such as Mobile Operators, OEM: 70% of the Net Revenue.
11.3.3 Sales and marketing arrangements with Playingmondo affiliate partners such as portals, brand owners throughout the world: 70% of the Net Revenue.
11.3.4 Gross Revenue for a Product is defined as Total Revenue (or Product sales price) exclusive of any Value Added Tax.
11.3.5 Net Revenue is defined as Gross Revenue minus channel fee (not applicable for direct sales) and transaction costs (which may include credit card transaction, PayPal transaction, SMS gateway transaction and/ or any other transactions).
11.4 The revenue share for any marketing, sales or promotional arrangement made in addition to those mentioned in this agreement can be discussed and agreed upon separately. In lack of such agreement to revenue share model closed to the actual sales situation shall apply.
11.5 The status of the two parties will be that of independent contractors. None of the terms set forth in this agreement create, or shall be construed as creating, any partnership, joint venture, agency, master-servant, employment, trust or any other relationship between the parties. Neither party shall have the right or the power to serve as an agent of any other party, or to act in any other way on behalf of or in any way that might create a binding obligation to the other party.
11.6 By clicking the'I Agree' button below, you represent and warrant that the information provided below is true and accurate, you are at least 18 years old, an authorized representative of the Supplier and have the power and authority to enter into and bind Supplier to this agreement. You and the Supplier, acknowledge that you have read this agreement, understand it, and agree to be bound by its terms and conditions.


Agreed and signed:

On Behalf of [Company Name]

Name: [Contact Name]
Address: [Contact Address]
Contact Number: [Contact Phone Number]
Mobile: [Contact Mobile Number]
Fax: [Contact Fax Number]
E-Mail Address: [Contact E-Mail Address]

On Behalf of Euman A/S:

Name: Christian Hage
Designation: Founder & CEO
Address: Niels Ebbesens Vej 17, 1911 Frederiksberg C., Denmark
E-mail Address: info@euman.com
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