Last Updated: March 9th, 2026
THIS GAME LICENSE & UPLOAD AGREEMENT ("Agreement") is made and entered into by and between Kongregate Inc., a Delaware corporation, its direct or indirect corporate parent, subsidiaries, affiliates, successors or assigns (collectively "Kongregate"), and you, the developer of an online game ("You"). By uploading a game ("Game") to the Kongregate Platform, You agree to the terms of this Agreement and to Kongregate's Terms of Service.
The "Effective Date" of this Agreement is the date You upload the Game to the Kongregate Platform.
Definitions
For purposes of this Agreement:
- "AI-Generated Content"
means any content, assets, code, or outputs generated wholly or partially through artificial intelligence or machine learning systems.
- "Applicable Laws"
means all statutes, regulations, rules, orders, and legally binding requirements of any governmental authority with jurisdiction over the subject matter.
- "Documentation"
means the technical, operational, integration, and policy documentation provided by Kongregate relating to the Kongregate Platform, including developer guides, FAQs, SDK and API documentation, integration requirements, platform policies, platform standards, security requirements, technical specifications, and submission guidelines made available through the Kongregate Developer Portal or otherwise provided by Kongregate, as updated from time to time.
- "Developer Portal"
means the online interface or dashboard operated by Kongregate for uploading Games, accessing reporting tools, managing accounts, reviewing Documentation and receiving communications relating to the Game and Kongregate Platform.
- "Game"
means the online game submitted by You to the Kongregate Platform.
- "Game Materials"
means the Game and all related content, code, assets, audiovisual materials, documentation, metadata, documentation and updates submitted by You.
- "Kongregate Platform"
means www.kongregate.com and any other website, application, or gaming service owned or operated by Kongregate.
- "Net Revenue"
means the gross amounts actually received by Kongregate from monetization of the Game on the Kongregate Platform, including advertising, in-game purchases, virtual currency, subscriptions, or other monetization sources, less refunds, chargebacks, payment processing fees, third-party platform or distribution fees, taxes, ad network fees, mediation or mediation platform fees, invalid traffic adjustments and any other deductions expressly identified in the applicable Revenue Share Program documentation and terms.
- "Personal Data"
means any information that identifies, relates to, describes, or could reasonably be linked to an identified or identifiable natural person, or that is otherwise defined as "personal data," "personal information," or a similar term under Applicable Laws relating to privacy or data protection.
- "Platform Data"
means any data collected through or generated by user interaction with the Game on the Kongregate Platform, including user account data, gameplay data, transaction data, analytics, and other data collected via Kongregate-controlled systems. Processing of Platform Data is subject to Kongregate's Data Processing Addendum ("DPA"), which is incorporated herein by reference and forms part of this Agreement. To the extent there is any conflict between this Agreement and the DPA with respect to data protection matters, the DPA shall control.
- "Revenue Share Program"
means optional revenue sharing programs made available by Kongregate for eligible Games published on the Kongregate Platform. Each program may offer different eligibility criteria, integration requirements, monetization models, and revenue share percentages. Depending on program participation, You may receive a percentage of Net Revenue of up to seventy percent (70%) as further described in the applicable program documentation, which is located in the Developer Portal.
- "Term"
means the period beginning on the Effective Date and continuing until this Agreement is terminated in accordance with its terms.
§ 1) Ownership
You shall retain all right, title, and interest in and to the Game and all Game Materials. You are legally responsible for the Game Materials. Kongregate's exercise of rights under this Agreement does not transfer ownership of the Game or the Game Materials. Marketing or promotional materials created independently by Kongregate remain the property of Kongregate. Upon termination, Kongregate will cease public use of the Game Materials in marketing, except for reasonable archival copies retained for recordkeeping or legal compliance.
§ 2) License and Use of Developer Content
a) License grant. By uploading the Game, You grant Kongregate, during the Term, a worldwide, non-exclusive, sublicensable right and license to:
Host and distribute: host, use, reproduce, distribute, display, publicly perform, promote and market the Game;
Modify: develop, adapt, implement, and/or distribute modifications from Game Materials as necessary in order to incorporate the Game into the Kongregate Platform; and
Offer: offer the Game free or paid, through the Kongregate Platform.
Approval for material modifications: Any modifications that materially affect game rules, progression, monetization economy, or win/lose conditions shall require Your reasonable written approval (email response within 5 business days), except where legally required or necessary for Kongregate Platform functionality.
Ownership of modifications: Kongregate may create or implement modifications, adaptations, or derivative works of Game Materials solely for the purpose of operating, integrating, or distributing the Game on the Kongregate Platform ("Kongregate Modifications"). You retain all right, title, and interest in the underlying Game Materials. Kongregate shall own all right, title, and interest in Kongregate Modifications, including any associated intellectual property rights, but such ownership is limited to Kongregate Modifications and does not extend to Your pre-existing Game Materials or any other Developer Content. Any Kongregate Modifications that materially affect game rules, progression, monetization economy, or win/lose conditions shall be subject to Your reasonable written approval as set forth above.
b) Use of Content for AI/ML. Kongregate may use content provided through Your Game, including Platform Data and gameplay data collected via the Kongregate Platform, in anonymized or aggregated form for analytics, operational improvement, fraud detection, and to improve the Kongregate Platform, its services, and associated AI/ML (artificial intelligence and machine learning) systems. For this purpose, AI/ML systems means software or models that analyze, interpret, or generate data to improve functionality, performance, or user experience. Such use will:
comply with Applicable Laws and the Kongregate Data Processing Addendum (DPA);
not use Your content for AI training outside the Kongregate Platform; and
not violate Your intellectual property rights or this Agreement.
c) Scope, Compliance, and DPA Cross-Reference for AI/ML Use. Kongregate may use Platform Data and gameplay data for AI/ML purposes only in anonymized or aggregated form, solely to improve the functionality, performance, and user experience of the Kongregate Platform and its services. Kongregate shall remain responsible for ensuring that any AI/ML processing it performs complies with all Applicable Laws, including data protection and privacy regulations. Your obligations as a developer are limited to providing Platform Data in accordance with this Agreement and the DPA; you are not responsible for Kongregate's internal AI/ML processing or compliance thereof. Any AI/ML use of Platform Data shall be subject to the terms of the DPA incorporated herein, and Kongregate will ensure that such use aligns with the DPA's requirements, including applicable privacy, consent, and security obligations. Kongregate will not use Platform Data to train models or systems outside the Kongregate Platform, except as otherwise required or permitted under Applicable Laws.
§ 3) Royalty Revenue Share
a) Royalty Rate. You will receive a percentage of Net Revenue attributable to the Game based upon the Revenue Share Programs you enroll the Game for following upload.
b) Participation in Revenue Share Programs is optional and contingent on eligibility, and requires compliance with this Agreement and any applicable program requirements.
c) Details of the currently available Revenue Share Programs can be found in Kongregate's Developer Portal or program documentation, including eligibility requirements, qualification criteria, applicable time periods, revenue share percentages and other applicable criteria.
d) Revenue share percentages may vary by monetization model (e.g., advertising, in-app purchases, subscriptions, NFTs, or digital collectibles), promotional campaigns, geographic region, or program-specific incentives.
e) For the avoidance of doubt, no payment shall be owed unless and until Kongregate expressly designates the Game as eligible for a Revenue Share Program and specifies the applicable percentage in writing through the Developer Portal, applicable program documentation, or email communication to You.
f) Kongregate may update Revenue Share Program terms from time to time, with notice provided through the Developer Portal, program documentation, email, or other reasonable communication channels. Any modification to revenue share percentages shall apply prospectively only and shall not apply retroactively to Net Revenues earned prior to the effective date of such modification.
g) Kongregate is not obligated to offer, continue, or maintain any particular Revenue Share Program and may determine eligibility, requirements, and revenue share percentages for each program at its discretion, as described in the applicable program documentation. Kongregate may modify or discontinue any such program at its discretion upon reasonable notice.
h) Kongregate determines final calculations in good faith. All revenue shares are calculated based on revenue actually received by Kongregate and attributable to the Game.
i) Reporting. Revenue reports are available through the Developer Portal; all estimates shown there are provisional until monthly reconciliation. Kongregate may withhold or adjust payments for invalid transactions, fraud, chargebacks, or outstanding amounts owed under this Agreement.
i) Estimates & Disputes. You acknowledge that all numbers displayed in the Developer Portal are estimates and may not represent final numbers for billing purposes until the actual monthly reconciliation is conducted. If You disagree with the final monthly reconciliation, then You must notify us within ten (10) business days of such reporting. If You do not notify us within such timeframe, then You are assumed to have accepted the final reporting and to have waived Your rights to dispute the reporting.
ii) Fraud. Kongregate uses third party service providers for fraud detection. Kongregate shall not pay You for any amounts generated by fraud. We may withhold from payments any amounts that we determine were accepted due to your breach of any of Kongregate's policies, were transferred based on fraudulent or illegal transactions, were alleged by a user to have been transferred without their consent, or resulted in returned, undelivered, rejected or defective goods or services or transactions. We may delay payments related to any dispute or investigation we are conducting. In such an event, we will notify you and will make all reasonable efforts to resolve the dispute or investigation within 90 days of the relevant transaction.
iii) Upon reasonable written request, Kongregate may provide additional summary information reasonably necessary to verify revenue calculations, provided that Kongregate shall not be required to disclose confidential third-party agreements, proprietary systems, or individual user data.
j) Payment. Revenue share due for the Game shall be paid to You within forty-five (45) days following the end of the month in which such revenue share is earned, provided, however:
if the revenue share payable to You is less than US$500.00, the amount due to You will be carried forward from month to month until the amount exceeds $500 or this Agreement terminates, in which case any balance will be paid within 45 days after termination;
Kongregate may delay or withhold revenue share or other payments that may be due to You until any requested information has been provided, which include valid payment details, identification verification or tax forms such as a completed US IRS Form W-9 or W-8BEN.
§ 4) Your Integration and Developer Obligations
Prior to publication on the Kongregate Platform, the Game must successfully integrate the Kongregate SDKs, APIs, and any other designated third-party services as described in the Documentation, and the Game must comply in all respects with the Documentation.
In addition to the other obligations described in this Agreement, You shall:
a) use commercially reasonable efforts to ensure compliance at all times of the Game, and any service related to the Game, with the Documentation, other provisions in this Agreement (including User Data and User Privacy as later described) and any SDKs, APIs and any Kongregate Platform guidelines applicable during the Term of this Agreement;
b) be solely responsible for all programming and development of the Game;
c) deliver the Game, and ensure a proper integration of the Game within the Kongregate Platform in accordance with the Documentation, reasonable instructions or any instruction of Kongregate Platform operators during the Term, including but not limited to modifying features, supporting new functionality that may become available, or providing any additional marketing materials that have been requested;
d) use commercially reasonable efforts to ensure that all Game updates and features are made available and that the content of the Game published on Kongregate Platform is always identical to the latest available version of the Game;
e) provide Kongregate with a single point of contact for account purposes, and a valid email address from which you can provide customer support for the Game to users of the Kongregate Platform;
f) ensure the Game will not include any outbound links, external payment mechanisms, or external marketplaces without prior written consent of Kongregate;
g) use commercially reasonable efforts to prevent the operation of unauthorized or "pirate" servers for the Game;
h) use commercially reasonable efforts to provide adequate security for the Game and the game database, including, but not limited to the prevention of hacking, viruses, robots, worms and any other security threats to the Game, the game service and the user database. In the event of the occurrence of cheating tool(s), You shall, upon receipt of a respective notice from Kongregate or following your discovery of such cheating tool(s), provide Kongregate with a detailed action and response report specifying the time needed by You to correct such cheating tool(s) as from the time of receipt of the respective notice from Kongregate or following your discovery of such cheating tool(s). The resolution time for such corrections shall not exceed five (5) working days;
i) make necessary updates or changes and ensure a prompt time to respond ("TTR") in accordance with the severity of issues as indicated below and as determined by Kongregate in its sole discretion:
TTR of no more than twelve (12) hours after receipt of notice of any critical or major defect, as determined by Kongregate, including payment related issues in writing (email suffices), and any such reporting must specify the alleged irregularity in question, such specification to include how the irregularity can be reproduced if known;
TTR of no more than 24 hours after receipt of notice of any other issues.
In the event You fail to meet the TTR for critical or major defects as determined by Kongregate in accordance with this Agreement, Kongregate may deduct up to five percent (5%) of Net Revenues attributable to the affected week(s). Total deductions for a single defect shall not exceed fifty percent (50%) of the Net Revenues attributable to the affected week(s). If You disagree with Kongregate's classification of a defect as critical or major, You may submit a written dispute within 24 hours of receiving notice, and Kongregate shall review the dispute in good faith.
j) ensure that the Game availability and uptime will be consistent with industry standards for other top ranking Games that expect a high load of traffic and adheres to the levels of dedication required for operating an online gaming experience;
k) endeavor to update and enhance the Game from time to time, and the parties may collaborate in good faith to identify opportunities to improve player engagement, retention, and monetization performance; provided, however, that You retain sole discretion over the scope, timing, and implementation of any such updates;
l) be responsible for hosting and maintaining the availability of the Game for end users accessing the Game during the Term of this Agreement;
m) shall ensure that the Game and all Game Materials comply with any content standards made available through the Developer Portal. Kongregate may update such standards from time to time, and any material updates will be communicated via the Developer Portal or other reasonable means. Removal or modification of Game Materials for non-compliance with any standards shall not be considered a breach of this Agreement, provided that Kongregate provides You notice of such removal or modification and a link to the applicable standards. You acknowledge that continued operation of the Game on the Kongregate Platform constitutes acceptance of the Kongregate Platform standards.
§ 5) License Termination
a) By You. The license granted by You to Kongregate may be terminated by You by following the license termination process described in the Documentation. Within ten (10) business days of a receipt of a termination request, Kongregate shall make commercially reasonable efforts to remove the Game Materials from the Kongregate Platform, to cease public distribution of Game Materials, and upon written request, use commercially reasonable efforts to delete residual copies of Game Materials on Kongregate servers and other machines not available to the general public. Notwithstanding the foregoing, Kongregate will not be responsible for removing cached copies of the Game Materials that may be made by third parties on their own servers, computers, or other hardware.
b) By Kongregate, and/or removal of the Game. Kongregate is under no obligation to host, serve or distribute the Game. As such, Kongregate has the right, in its reasonable discretion, to remove any or all of the Game and/or Game Materials from the Kongregate Platform and/or suspend or terminate the license for the Game. If any of the Game Materials (A) is in breach of this Agreement or (B) may cause harm to the Kongregate Platform, users, or third parties, or (C) exposes or reasonably may expose Kongregate to legal, regulatory, intellectual property, data protection, artificial intelligence-related, or reputational risk, Kongregate reserves the right to remove or take down some or all of such Game Materials in our discretion. We will notify You with the reason for our action unless we reasonably believe that to do so: (X) would breach the law or the direction of a legal enforcement authority or would otherwise risk legal liability for Kongregate or our affiliates; (Y) would compromise an investigation or the integrity or operation of the Service; or (Z) would cause harm to any user, other third party, Kongregate or our Affiliates.
c) Survival. The provisions of this Agreement that by their nature should survive termination or expiration, including without limitation ownership, data rights, representations and warranties, indemnification, limitation of liability, confidentiality, payment obligations, license grants and dispute resolution provisions, shall survive any termination or expiration of this Agreement.
§ 6) User Data and Data Privacy
a) Compliance. Any Game You upload, and any service related to the Game that You provide, shall comply with Kongregate's Privacy Policy, all Applicable Laws, and the DPA, which is incorporated herein by reference.
b) Platform Data. Platform Data collected through or generated by user interaction with the Game on the Kongregate Platform is the property of Kongregate. You shall process Platform Data solely as instructed by Kongregate and in compliance with the DPA.
c) You as Independent Controller. You act as an independent Controller (as defined in the DPA) with respect to any Personal Data that You collect or process outside the Kongregate Platform, and are solely responsible for compliance with Applicable Laws.
d) Your Responsibility for Data Practices. You are responsible for all data practices relating to the Game, including any data collected outside the Kongregate Platform. You shall ensure that any such data collection, use, storage, or processing complies with Applicable Laws and does not violate the rights of any user or third party.
e) UK Data Protection Compliance. For clarity, You acknowledge that, in addition to EU data protection laws, the UK GDPR and related UK data protection laws, including the UK International Data Transfer Agreement (UK IDTA), apply to Your processing of Platform Data originating from users in the United Kingdom. You shall comply with such requirements to the extent applicable. Kongregate shall reasonably assist You in meeting these obligations, consistent with the roles, responsibilities, and mechanisms described in the DPA, which is incorporated herein by reference.
f) Third-Party SDKs and Services. You are solely responsible for any third-party SDKs, plugins, or services included in the Game. You shall ensure that such third-party services comply with Applicable Laws and do not process Platform Data or Personal Data in a manner inconsistent with the DPA. Kongregate disclaims any liability arising from such third-party services.
g) Liability for Data Misuse. You shall be liable for any violation of Applicable Laws, the DPA, or this Agreement arising from Your handling of Platform Data or Personal Data. This includes, without limitation, failure to implement reasonable technical or organizational measures, unauthorized disclosure, or other misuse of user data.
h) Technical and Organizational Measures. You shall implement reasonable technical and organizational measures to protect Personal Data, including, where appropriate, encryption, access controls, logging, monitoring, and vulnerability management practices, consistent with industry standards for online gaming platforms.
i) Data Breach Notification. In the event of any data breach involving Platform Data, You must notify Kongregate without undue delay and in any event within 48 hours after becoming aware of the breach, providing all relevant information to allow Kongregate to fulfill its legal and regulatory obligations.
j) User Requests. If You receive any request from a user relating to Platform Data, including requests to access, correct, delete, or restrict processing of Personal Data, You must promptly forward the request to Kongregate (email: developers@kongregate.com) and reasonably assist in responding to the request as required by Applicable Laws and the DPA.
k) Cooperation. You agree to cooperate with Kongregate as reasonably requested to enable Kongregate to comply with applicable Kongregate Platform regulations, including content moderation, notice-and-action procedures, transparency obligations, user complaint handling requirements, data access, amendment and deletion requests, artificial intelligence transparency requirements, and regulatory reporting obligations.
§ 7) Your Representations and Warranties
a) You represent and warrant that:
You are the sole owner or authorized licensee of (with the right to sub-license) the Game and Game Materials as described in this Agreement;
the Game is an original work and is not copied in whole or in part from any other work or material, except to the extent that the Game incorporates third-party tools, content, assets, or services (including any artificial intelligence or machine learning tools or systems) that are properly licensed, authorized, or otherwise lawfully used by You in accordance with their applicable terms and that do not conflict with Your representations and warranties under this Agreement;
the Game Materials, including code, visual, and musical elements, do not infringe on the rights of any third party, including any copyright, trademark, patent, trade secret or other intellectual property right, or any right of privacy or publicity;
the Game will not contain or require for proper use any third party materials (including any artificial intelligence systems, models, training data, or outputs) that You do not have a valid and fully paid up license to use and sublicense hereunder;
the Game Materials have been developed in a professional and workmanlike manner and, to Developer's knowledge, do not contain any material defects that would render the Game unplayable or materially impair its core functionality. The Game Materials do not contain any viruses, corrupted files, backdoors, malicious code, or other harmful components that are designed to, or would reasonably be expected to, adversely affect end users of the Game or the operation of the Kongregate Platform, Kongregate's servers, or its systems, software or hardware;
the Game Materials are not obscene, offensive, racist, or sexist, and do not contain falsehoods or misrepresentations or content that could give rise to a criminal offense, civil liability, or violate any law;
the Game Materials do not accept payments from or display dynamically served advertisements to Kongregate's users, nor do they provide a premium service for payment accepted elsewhere, except as authorized or provided by Kongregate;
the Game complies with all Applicable Laws and regulations relating to minors, child-directed content, and age-appropriate design, including without limitation COPPA, the UK Age Appropriate Design Code, and equivalent laws worldwide. In connection with the Game and the Game Materials, You shall comply with all applicable data protection and privacy laws and regulations, including without limitation GDPR, UK GDPR, CCPA/CPRA, LGPD, PIPEDA, APPI, PIPA, India's Digital Personal Data Protection Act, and any other Applicable Laws, as such requirements may be amended from time to time; and
You shall at all times comply with all Applicable Laws.
b) Without limiting the foregoing, if the Game includes any content generated, in whole or in part, using artificial intelligence or machine learning systems ("AI-Generated Content"), You represent and warrant that:
You have all rights, permissions, and licenses necessary to use and sublicense such AI-Generated Content as contemplated by this Agreement;
such AI-Generated Content does not infringe, misappropriate, or otherwise violate the rights of any third party;
the Game description and any other required disclosures clearly and accurately disclose the presence of AI-Generated Content in accordance with Kongregate's requirements, as such requirements may be amended from time to time; and
to the best of Your knowledge, after reasonable inquiry, any artificial intelligence systems, models, or tools used in the creation of AI-Generated Content were trained and operated in compliance with Applicable Laws and do not knowingly incorporate or rely upon training data obtained in violation of intellectual property rights, rights of publicity, privacy rights, biometric laws, contractual restrictions, or other proprietary rights of any third party.
Without limiting the foregoing, You represent and warrant that any artificial intelligence systems, models, or tools used in the creation of AI-Generated Content incorporated into the Game were obtained and used in accordance with their applicable license terms and Applicable Laws. You further represent and warrant that, to the best of Your knowledge after reasonable inquiry, such systems were not trained on data that was obtained or used in violation of intellectual property rights, privacy rights, biometric laws, or contractual restrictions.
§ 8) Additional Warranties
Each of the parties represents and warrants that:
a) it has the power to enter into and execute this Agreement and has been duly authorized to grant the rights and licenses as provided herein and be bound by this Agreement;
b) the entry into this Agreement does not violate any Applicable Laws which govern it or constitute a breach, event of default, or violation of any agreement by which each is bound; and
c) each shall comply in all respects with all terms, conditions, guidelines and requirements of the owner/operator/controller of the applicable platform for or through which the Game is to be sold.
§ 9) Indemnity
a) You shall indemnify, defend, and hold Kongregate harmless from and against any damages, amounts agreed to in settlement, demands, liabilities, obligations, losses, fines, penalties, judgements, costs, and expenses of any nature whatsoever (including reasonable attorneys' fees and costs of investigation) incurred by Kongregate to the extent resulting from:
a violation by You of the terms of this Agreement or Your obligations, representations, or warranties hereunder (except to the extent such claim arises from Kongregate's unauthorized modification of the Game Materials);
a third-party claim that the Game Materials or any AI-Generated Content infringe, misappropriate, or violate any patent, copyright, trademark, trade secret, right of privacy or publicity, biometric right, or any other proprietary or personal right of a third party;
any claim, investigation, enforcement action, regulatory proceeding, administrative action, governmental inquiry, fine, or penalty arising out of or relating to the Game, the Game Materials, any AI-Generated Content, the training, development, or use of artificial intelligence systems in connection with the Game, or Your failure to comply with Applicable Laws or the DPA; or
any allegation that artificial intelligence systems or outputs used in connection with the Game were trained, developed, or deployed in violation of intellectual property, privacy, publicity, biometric, contractual, or other legal rights.
For the avoidance of doubt, such indemnification obligations shall apply regardless of whether AI-Generated Content was created autonomously, collaboratively, or with human involvement, and regardless of whether such content is characterized as "AI-assisted," "AI-generated," or similar. Such indemnification obligations shall not apply to the extent that any claim arises solely from AI-Generated Content created pursuant to explicit instructions or requirements issued by Kongregate.
b) Indemnification Procedure. Kongregate shall provide You with prompt written notice of any claim for which indemnification is sought (provided that failure to provide prompt notice shall only relieve You of liability to the extent materially prejudiced thereby). You shall have the right to assume control of the defense and settlement of such claim with counsel reasonably acceptable to Kongregate; provided, however, that You shall not settle any claim in a manner that admits fault by, imposes non-monetary obligations upon, or otherwise materially adversely affects Kongregate without Kongregate's prior written consent (not to be unreasonably withheld). Kongregate may participate in the defense at its own expense.
c) Kongregate Indemnification. Kongregate will defend and indemnify You from third-party claims arising solely from (i) modifications to the Game Materials made by Kongregate without Your authorization, or (ii) infringement of third-party intellectual property resulting from Kongregate's platform technology, excluding Game Materials provided by You.
§ 10) Waiver
§ 11) Limitation of Liability; Liability Cap
§ 12) Entire Agreement
This Agreement, the Kongregate Terms of Service, the DPA and any written amendments executed by both parties, and all such documents are incorporated within and embody the entire agreement and understanding between the parties and supersedes all prior understandings and agreements, whether written or oral, between the parties relating to the subject matter hereof. You agree to check the applicable terms of this Agreement periodically for updates, amendments or new information that govern your use of the Kongregate Platform and services. Kongregate may modify the Agreement at any time and the revisions shall be effective immediately after posting on this page (https://kongregatedevelopers.zendesk.com/hc/en-us/articles/44438112016397).
§ 13) Governing Law / Jurisdiction / Venue
This Agreement shall be governed by the laws of the State of Texas, United States of America, without reference to its principles of conflict of laws to the extent they would require the application of another state's law. Any dispute, claim, or controversy arising out of or relating to this Agreement, including the breach, termination, or validity thereof, shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its rules, and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties waive any right to participate in a class or representative action in arbitration or in court. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights.
§ 14) General
a) Independent Contractors. Nothing in this Agreement shall be deemed to constitute a partnership or agency relationship between the parties, and neither party shall hold itself out as a partner or agent of the other party.
b) Notification of Government Inquiry. In the event that You are contacted by any governmental agency or authority relating to the licensing or operation of the Game, the sale or issuance of any virtual goods or virtual currency or the conduct of any micro-transactions relating to the Game, You immediately shall notify Kongregate of such inquiry.
c) Merchant of Record; Taxation. Kongregate shall be the merchant of record for the sale or license of in-game virtual goods or currency processed through Kongregate-controlled payment systems. For blockchain-based assets or decentralized transactions not processed through Kongregate-controlled systems, merchant-of-record status shall be determined by the applicable Revenue Share Program terms. Each of Kongregate and You shall be responsible for their own income and other taxes. Additionally, Kongregate complies with tax and legal information reporting requirements in various jurisdictions, and Kongregate will report payments made to You as required by law.
d) Blockchain / Digital Assets. For any Game that incorporates blockchain-based assets, NFTs, or other digital collectibles:
You retain ownership of all such assets, subject to the license granted herein for distribution and display on the Kongregate Platform.
You are solely responsible for compliance with applicable laws and regulations governing such assets, including securities, taxation, and anti-money laundering requirements.
Revenue share, merchant-of-record responsibilities, and secondary market arrangements shall be governed by the applicable Revenue Share Program terms and Documentation provided through the Developer Portal.
Kongregate disclaims any liability arising from third-party transactions or interactions outside the Kongregate-controlled systems.
e) Agreement Modifications. Kongregate may update or amend this Agreement from time to time. For material changes affecting revenue share, Your obligations, or content standards, Kongregate will provide at least thirty (30) days' notice through the Developer Portal or via email. Such material changes will become effective at the end of the notice period. Non-material changes may take effect immediately upon posting. Continued use or operation of the Game after the applicable notice period constitutes acceptance of the revised Agreement. Developers may terminate the Agreement without penalty if they do not agree to material changes.
f) Confidentiality. Each party agrees to maintain the confidentiality of non-public business, technical, financial, and commercial information disclosed by the other party in connection with this Agreement, including revenue share percentages and program terms, and shall not disclose such information to third parties except as required by law or to advisors under confidentiality obligations.
g) Legal Construction; Interpretation. If one or more of the provisions of this Agreement are for any reason held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement; and this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained in this Agreement.
h) Assignment. Neither party may assign its rights or obligations under this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of the other party; provided, however, that a party may assign its rights and obligations hereunder, whether by operation of law or otherwise, without the consent of the other party pursuant to a merger or other corporate reorganization or the sale or transfer of substantially all of the assets to which this Agreement relates, provided that the assignee/transferee agrees to assume all rights and responsibilities hereunder as if it were an original party to this Agreement. Any attempted assignment in violation of this section will be void and without effect. Subject to the foregoing, this Agreement will benefit and bind the parties' successors and permitted assigns.
i) Force Majeure. Neither party will be liable for delays or failures to perform their obligations under this Agreement caused by events beyond their reasonable control, such as natural disasters, war, terrorism, labor disputes, governmental actions, internet outages, cyberattacks, or third-party service failures. Both parties must use commercially reasonable efforts to minimize the impact of such events. Payment obligations under this Agreement are not affected by force majeure and must be fulfilled on time.
j) Counterparts. This Agreement, of which the DPA is a part to the extent applicable, may be executed in one or more counterparts, each of which, taken together, shall be considered one and the same document.
k) Notice & Communications. All notices, requests, approvals, consents, and other communications required or permitted under this Agreement ("Notices") shall be in writing and may be delivered by email. Email communications shall constitute valid and effective written notice for all purposes under this Agreement.
Notices to Kongregate shall be sent to: developers@kongregate.com, or to such other email address as Kongregate may designate by notice. Notices to You shall be sent to the email address associated with Your developer account at the time You upload the Game to the Kongregate Platform, or to such other email address as You update through Your developer account settings in the Developer Portal.
Notices shall be deemed given and received on the date the email is sent, provided that no automated error message or delivery failure notice is received by the sending party. Each party is responsible for maintaining accurate and current contact information and for monitoring its designated email address.
By checking "Accept" below, You affirmatively agree that this Agreement shall be binding on You to the same extent as if You had provided a physical signature. By submitting Game Materials to Kongregate, You expressly recognize and agree that any data or information You provide to Kongregate, including personally identifiable information, will be provided to Kongregate and that You and the Game complies with, and shall comply with, the Privacy Policy and the Terms of Service.
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