WHEREAS, subject to the terms and conditions of this Agreement, Third Option Ideas LLC (“the
Licensor”) is willing to grant to third party users (“the Licensee”) a license to use open game
content (“the License”).
WHEREAS, the Licensee is willing to obtain from the Licensor, a License to develop and distribute
the sequels of Licensed Games (“Sequels”) for the field of Online Games (“Games”).
NOW, THEREFORE, to stipulate the rights and obligations of the Parties, the Licensor and the
Licensee do hereby agree as follows:
- DEFINITIONS. Terms used in this Agreement shall have the meanings ascribed to them or
referenced in Exhibit A attached hereto.
(a) The Licensor has and will continue to retain all rights, title and interest in and to the Licensed
(b) The Licensee will retain all rights, title and interest in and to the Sequels developed by the
(a) Grant of License. Subject to the terms and conditions of this Agreement, this License applies to
only Open Game Content. The Licensor hereby grants to the Licensee a perpetual, nonexclusive,
and royalty free License for the use of copyrightable material owned by Third Option Ideas LLC.
The Licensee may develop Sequels of the Licensed Game using copyrightable material by Third
Option Ideas LLC. No additional terms may be added or excluded from this agreement but for
additions made to or terms redacted from the agreement by the Licensor. The Licensee must affix a
notice of this agreement to any and all sequels. The Licensee is further granted the right to
Sublicense Open Game Content owned by Third Option Ideas LLC.
(b) Term of License. Unless this Agreement is terminated earlier in accordance with the provisions
hereof, the term of the license granted hereunder will commence on the Effective Date and will
continue during the Term. The License shall terminate automatically and without prior notification
to the Licensee, in the event that the Licensee is in breach of the terms of this agreement.
Sublicensees shall survive termination of this License to the Licensee.
(c) Representation of the Licensee: The Licensee represents to the Licensor that the Licensee either
owns or has full authority to use any material in any Sequels created by the Licensee, in which the
Licensor’s copyrightable material is used.
No Fee to Licensee or Sublicensee. In consideration for the License granted hereunder, the
Licensee may use Open Game Content without compensation to the Licensor.
- LICENSEE’S OBLIGATIONS.
(a) The Licensee will use its best efforts to ensure that the Licensee or a third party does not
infringe the Licensor’s intellectual property.
(b) The Licensee will comply with all laws and regulations applicable to the Licensed Game.
(c) The Licensee shall exempt The Licensor’s liability from all kinds of damages, costs or liabilities,
including reasonable attorneys’ fees arising from breach of the agreement, and shall pay the
Licensor the amount of the damages for the damage compensation.
(a) Term. This Agreement shall become effective on the Effective Date and shall continue in full
force and effect, unless terminated by the Licensor with or without prior written notice to the
(b) Use of Product Identity. The Licensee agrees not to use any product identity of the Licensor.
The Licensee agrees not to use any product identity of any third party, in conjunction or in
combination with the Licensor’s copyrightable material. Product identity includes, but may not be
limited to, any registered or un-registered trademarks, Utility Patents, Design Patents, Trade
Secrets, and/or Trade Dress of the Licensor.
(c) Usage of Open Game Content. The Licensee shall credit the Licensor when using the Open
Game Content and further indicate the portion in which the Open Game Content is used.
(d) Termination by Licensor.
(i) The Licensor will have the right, in its sole discretion, to terminate this Agreement immediately
with or without written notice to the Licensee if at any time the Licensee is in breach of this
agreement or the Licensee is in breach of state, federal, or international law.
(ii) In the event that the Licensor chooses to provide written notice to the Licensee, termination
will become effective thirty (30) days from written notice to the Licensee.
(e) Effect of Termination. Upon termination of this Agreement the Licensee shall cease to use any
and all material of the Licensor, which may include but may not be limited to, Copyrightable
material of the Licensor.
- AMENDMENT OR MODIFICATION. This Agreement may be amended or modified freely by
- ENTIRE AGREEMENT. This Agreement and the schedules and exhibits attached hereto embody
the entire understanding and agreement between the Licensor and the Licensee.
- INJUNCTIVE AND OTHER RELIEF.
(a) Injunctive Relief: Each Party acknowledges and agrees on behalf of itself that the rights afforded
herein are unique and that any violation of this Agreement may cause irreparable injury to the
non-breaching Party for which monetary damages are inadequate, difficult to compute, or both.
Accordingly, each Party expressly agrees that, in addition to any other remedies which the nonbreaching Party may have, the non-breaching Party will be entitled to seek injunctive or other
equitable relief for any breach or threatened breach of any term, provision or covenant of this
Agreement by the breaching Party.
(b) Indemnification: The Licensee agrees to indemnify and hold the Licensor harmless from and
against any claims, losses, liabilities, damages, costs and expenses (including but not limited to
court costs and reasonable fees for attorneys and other professionals), which may reasonably be
incurred or suffered by other parties as a direct result of (i) the Licensees own breach of any of the
warranties or representations or (ii) any of the obligations expressly set forth in this agreement, or
(iii) which are incurred in connection with the settlement or avoidance of any of the foregoing
types of claims.
- GOVERNING LAW. This Agreement shall be construed in accordance with, and all the rights,
powers and liabilities of the parties hereunder shall be governed by the Copyright Law of the
- DISPUTE RESOLUTION. Any dispute arising out of or in connection with this Agreement shall
be finally settled by arbitration in the state of Michigan in accordance with the Arbitration Rules of
the state of Michigan’s Uniform Arbitration Act.
- SEVERABILITY. If any provision(s) of this Agreement is adjudicated by a court of competent
jurisdiction to be unlawful, unenforceable, invalid, and/or unconscionable, that provision(s) will
be deemed restated in accordance with applicable law, to reflect as nearly as possible the original
intentions of the Parties, and the remainder of the Agreement will remain in full force and effect.
(a) “Governmental Authority” means any federal, state, local or other government, governmental,
regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or
(b) “Licensed Games” means any games owned or distributed by Third Option Ideas LLC.
(c) “Intellectual Property” or “IP” means all of the following intellectual property rights, whether
arising under the laws of the United States or the laws of any other jurisdiction: (i) patents,
(ii) copyrights, (iii) trade secrets, (iv) know-how and (v) any other confidential and proprietary
information, and (vi) all registrations and applications for registration of any of the foregoing, but
excluding (vii) trademarks, service marks, domain names and similar rights.
(d) “Licensor” means, collectively, a party and its Affiliates in their capacity as Licensors of
Licensed Intellectual Property that is licensed to the Licensee hereunder.
(e) “Licensee” means, collectively, a party and its Affiliates in their capacity as Licensees to which
a license of Licensed Intellectual Property is granted by the Licensor hereunder.
(f) “Sublicensee” means any third-party entity to which an express or implied sublicense has been
granted under the platform of the Licensee.
(g) “Licensed Intellectual Property” means (i) all Intellectual Property owned by a party or any of its
Affiliates as of the Distribution that, in the Relevant Usage Period prior to or at the time of the
Distribution, has been or is being used by the other party or any of its Affiliates in the ordinary
course of such other party’s or any of its Affiliate’s businesses, excluding any such Intellectual
Property that prior to the Distribution, has been or is being used by the other party or any of the
other party’s Affiliates solely in connection with such other party or such other party’s Affiliate
performing as a party to an intercompany teaming agreement, intercompany work order or similar
intercompany agreement with such party or any of its Affiliates and (ii) the Designated Intellectual
(h) “Person” means an individual, corporation, partnership, limited liability company, limited
liability partnership, syndicate, person, trust, association, organization.
(i) “Open Game Content” means the game mechanic and includes the methods, procedures,
processes and routines to the extent such content does not embody the Product Identity and is an
enhancement over the prior art and any additional content clearly identified as Open Game
Content by the Contributor, and means any work covered by this License, including translations
and derivative works under copyright law, but specifically excludes Product Identity.
(j) “Product Identity” means product and product line names, logos and identifying marks
including trade dress; artifacts; creatures characters; stories, storylines, plots, thematic elements,
dialogue, incidents, language, artwork, symbols, designs, depictions, likenesses, formats, poses,
concepts, themes and graphic, photographic and other visual or audio representations; names and
descriptions of characters, spells, enchantments, personalities, teams, personas, likenesses and
special abilities; places, locations, environments, creatures, equipment, magical or supernatural
abilities or effects, logos, symbols, or graphic designs; and any other trademark or registered
trademark clearly identified as Product identity by the owner of the Product Identity, and which
specifically excludes the Open Game Content.
(k) “Distribute” means to reproduce, license, rent, lease, sell, broadcast, publicly display, transmit
or otherwise distribute.
(l) “Trademark” means any logos, names, mark, signs, mottos, designs that are used by a
Contributor to identify itself or its products or the associated products contributed to the Open
Game License by the Contributor.
(m) “Copyright” or “Copyrightable” means the legal right provided by the Copyright Act of 1976,
as amended, to the expression contained in any work of authorship fixed in any tangible medium
(n) “Content” or “Material” or “Game” or “Online Games” means all editorial content, graphics,
data, and information contained in the Report or on the Website, any portion thereof, including
the selection, coordination, and arrangement of the editorial content, graphics, data, and
information on the Website, and the hierarchy of the Website.
(o) “Effective Date” means the first date of use of the Licensed Games anywhere in the world by
the Licensee or any other third party.