FOURTH AMENDMENT TO RAGNAROK ONLINE EXCLUSIVE GAME LICENSE AGREEMENT
Exhibit 4.97
FOURTH AMENDMENT TO
RAGNAROK ONLINE
EXCLUSIVE GAME LICENSE AGREEMENT
This FOURTH AMENDMENT (hereinafter referred to as “Amendment”) is made and entered into on this 22nd day of October 2011, (hereinafter referred to as “Effective Date”), by and between Gravity Co., Ltd. (hereinafter referred to as “Licensor”), a corporation duly organized and existing under the laws of the Republic of Korea and having its offices at 00X, Xxxxxxxx Xxxxxx BIZ Tower, 0000, Xxxxxx-Xxxx, Xxxx-Xx, Xxxxx, Xxxxx, and Game Flier International Corporation (hereinafter referred to as “Licensee”), as successor to Soft-World International Corporation, a corporation duly organized and existing under the law of Taiwan and having its principal office at 8F, Xx. 00 Xxx. 0 Xxx-Xxxx Xxxx, Xxx-Xxxx Xxxxxxxx, Xxxxxx, Xxxxxx, X.X.X.).
RECITALS
WHEREAS, Licensor and Licensee (also individually as “Party” and collectively as “Parties”) entered into an RAGNAROK ONLINE EXCLUSIVE GAME LICENSE AGREEMENT (hereinafter referred to as “Original Agreement”), dated on the 22nd day of October, 2009.
WHEREAS, this Amendment is supplemental to the Original Agreement, and the Parties enter into this Amendment, to amend certain provisions in the Original Agreement.
WHEREAS, Parties hereto desire to amend the Original Agreement as specified below.
NOW, THEREFORE, in consideration of the mutual premises and covenants contained herein, Parties hereto agree as follows:
1. Renewal License Fee
Licensor agrees to extend the term of the Original Agreement to service the Game in the Territory with no further License Fee.
2. Renewal Term
Parties agreed to extend the Original Agreement for Two (2) years from the Effective Date with conditions stated below in this Amendment. The newly extended term of the Original Agreement shall be from October 22nd, 2011 to October 21st, 2013.
3. Royalty Payment
The Article 5.2 in the Original Agreement shall be deleted in it entirely, and replaced with the following language:
5.2 Royalty Payment and Report
Licensee shall pay to Licensor as Royalty Payments Thirty Five percent (35%) of the Service-Sales Amount paid by End Users during the commercial period of this Agreement. Subject to Article 5.3 below, the Royalty Payment shall be paid by Licensee on a monthly basis within Twenty (20) days after the end of the applicable month. The Royalty Payment shall be deemed made upon presentation by Licensee of remittance confirmation or notice to Licensor of payment. Unless Licensor actually receives the remitted amount, the Royalty Payment shall not be deemed to have been paid. Licensee may not set-off the Royalty Payment against any claims Licensee may have against the Licensor. Licensee shall also provide Licensor with a report (“Royalty Report”) on a monthly basis within Fifteen (15) days after the end of the applicable month. Each Royalty Report shall contain detailed information concerning the calculation of Gross-Sales Amount for the applicable month.
4. Technical Support
Licensor shall dispatch One (1) Technical Support Personnel upon the mutual consent of the Parties for One (1) year only during the term of the Agreement to perform maintenance service at Licensee’s office in the Territory, and Licensee shall pay to Licensor the following Expenses for all the dispatched Technical Support Personnel:
| (i) | Traveling Cost including all Round-Trip Airfare from Licensor to Licensee’s office for all the dispatched Technical Support Personnel; and |
| (ii) | Accommodation Fee and Living Expenses for all the dispatched Technical Support Personnel (lodging, local transportation costs, and meals and so on) |
Except as expressly set forth herein, any and all other Expenses with relation to Technical Support shall be borne by Licensor.
5. Effective Date
All the Articles of the Original Agreement amended by this Amendment shall be effective and applicable on and from Effective Date as said above, and any of them shall not be construed or regarded to be retroactively effective.
6. Continuing Effectiveness of the Agreement
Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.
IN WITNESS WHEREOF, Parties have executed this Amendment on the date first above written.
| Gravity Co., Ltd. | Game Flier International Corporation | |||||
| By: | By: | |||||
| Name: Hyun Xxxx Xxxx | Name: | |||||
| Title: CEO | Title: | |||||
