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THIS GAME LICENSE & UPLOAD AGREEMENT (“Agreement”) is made and entered into by and between Kongregate Inc., a Delaware corporation with its principal place of business at 10680 Treena Street, Suite 155, San Diego, CA 92131, United States (“Kongregate”), and you, the developer of an online game (“You”). Through this Agreement, You (i) submit a game (“Game”) to Kongregate for inclusion in or on and any other site or gaming service that is owned or operated by Kongregate, including syndicated services, Kongregate’s mobile products or apps, and/or in other media whether now or hereafter created (each, and collectively,“Kongregate Platform”) and (ii) agree to the Terms of Service. The “Effective Date” of this Agreement is the date on which You upload each game to the Kongregate Platform and thereby accept this Agreement. For good and valuable consideration as provided herein, the parties agree as follows:

  1. OWNERSHIP. You shall retain all right, title, and interest in and to any Game, trademarks and trade names associated with the Game, any updates, patched and error corrections that You supply and/or any related materials that the You upload to the Kongregate Platform (collectively, “Game Materials”). You are legally responsible for the Game Materials You upload to the Kongregate Platform. In no event shall Kongregate’s exercise of any rights granted under the license set forth in this Agreement constitute an assignment, transfer, conveyance, release, or relinquishment of any of your rights in or to Game Materials, including without limitation any copyrights, trademarks, trade secrets, patentable inventions or other proprietary rights embodied or incorporated therein. Notwithstanding the foregoing, to the extent Kongregate provides materials related to the Game, e.g., creation of marketing, advertising or promotional materials as Kongregate deems proper, the intellectual property rights in such shall belong to, and vest in, Kongregate. Notwithstanding Kongregate’s intellectual property rights in its marketing, advertising, and promotional materials, as set forth in the prior sentence, Kongregate agrees that upon termination of this Agreement for any reason, Kongregate will destroy or return all marketing, advertising, and promotional materials (other than for non-public archive purposes) in which Game Materials are present or remove any such Game Materials from such marketing, advertising and/or promotional materials.

  2. LICENSE. By uploading the Game to a Kongregate Platform, You hereby grant to Kongregate, a worldwide, non-exclusive, sub-licensable right and license to (A) use, reproduce, distribute, display, publicly perform, demonstrate, deliver, market, and promote, Game Materials through any Kongregate Platform; (B) develop, create, implement, and/or distribute modifications from Game Materials as necessary in order to incorporate the Game into the Kongregate Platform and (C) sell, issue to the public, allow your Game to be hosted, downloaded, distributed or otherwise exploited by way of digital download or other remote electronic delivery method through the Kongregate Platform whether for free or on a form of “pay to play” basis, at Kongregate’s discretion. In connection with this license, the parties hereto agree to cooperate and provide the other assistance as commercially reasonably required in order to effect the terms of this Agreement. With regard to Section 2(B) of this Agreement, Kongregate acknowledges that all modifications made to the Game Materials by Kongregate are subject to the Game Material owners’ or authorized licensee’s written approval, which will not be unreasonably withheld.


    1. ROYALTY REV SHARE OPPORTUNITIES. Kongregate offers You opportunities to receive royalties through your Game(s) without you having to implement your own payment system. Kongregate will share revenue or as generated through Your Game (“Royalty Rev Share”) in accordance with the following opportunities, as applicable:

      1. AD REVENUE. In certain cases, Kongregate may pay you a royalty for the use of Your Game Materials based on advertising revenue, if any, generated by the number of views of your Game’s page. You will receive a base royalty of SEVENTY PERCENT (70%) of the Net Ad Revenue associated with your Game. “Net Ad Revenue” is the gross ad revenue per Game, as calculated by Kongregate, less fees, commissions and expenses paid to third parties. You agree that Kongregate, in its sole discretion, will determine royalty qualifications, percentages and amounts due to You and that such qualifications and percentages are subject to change by Kongregate.

      2. KREDS. Kongregate will pay You a receive a royalty of SEVENTY PERCENT (70%) of the gross value of Kreds used within your Game, PROVIDED THAT:

        1. You do not price items for sale in fractions of Kreds;

        2. You do not accept Kreds as payment for tangible goods including as payment for anything that may subsequently be used to acquire tangible goods (defined as any good that is physically delivered to a user);

        3. You do not conduct a transaction for which the promotion or execution is prohibited on Kongregate;

        4. You do not have a cross-application virtual currency that can be purchased with Kreds, i.e., you shall not accept Kreds as payment for a virtual currency or other stored value item that can be used outside of the application where the payment was completed;

        5. You shall not provide incentives for players to move their accounts or make purchases off Kongregate, e.g., by promoting special deals or sales only available on another platform or website;

        6. If you cease service of your game for Kongregate players, you will provide at least 30 days’ notice to players before your game ceases service;

        7. You are solely responsible for the resolution of disputes between yourself and users related to the use of Kreds in your Game; and

        8. At our discretion, we may approve or deny your request to accept Kreds and may revoke your eligibility to accept Kreds.

        The “gross value” of a Kred is calculated as an average across the site on of gross sales and Kreds purchased. If we change the manner in which we calculate Kreds royalties, or the value of a Kred, we will give you 30 days’ notice on If duties, taxes or fees apply to the redemption of a Kred, the amount redeemed may be adjusted by Kongregate so that the net amount received by Kongregate remains at the current gross value of a Kred (calculated as an average sitewide on Kongregate of gross sales and Kreds purchased).

      3. VIRTUAL TRANSACTIONS. Micro-Transactions in-game, pay to play games, we pay You, reporting of this (KREDS system and royalties come into play).

      4. TOKENS. NFTs sold on platform or in-game, payment goes to You directly via blockchain contract and will be subject to the terms of Your payment agreement with Kongregate (the “Payment Agreement”). Per Your Payment Agreement, Kongregate will determine a royalty, based on a percentage of the net revenue received by Kongregate, specifically associated with your Game.

    2. REPORTS. Kongregate will provide you, at no additional charge, access to a dashboard where You will be able to access the Royalty Rev Share information for Your Game. You acknowledge that all numbers displayed in the Dashboard 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. Kongregate uses third party service providers for fraud detection. Kongregate shall not pay You for any Rev Share that is generated by fraud. We may withhold from royalty 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 royalty 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.

    3. PAYMENT OF ROYALTIES. Royalty Rev Share for that Game due to You shall be paid to You within forty-five (45) days following the end of the month in which such Royalty Rev Share is earned, provided, however, that the Royalty Rev Share payable to You is at least US$500.00. If the Royalty Rev Share payable to You is less than US$500.00, the amount due to You will be carried forward from month to month until such time as the amount thereof shall exceed US$500.00, or this Agreement has terminated, in which case any balance owed to You shall be paid to You by Publisher within forty-five (45) days after the end of the month in which this Agreement terminates. Publisher may delay or withhold Royalty Rev Share or other payments that may be due to You where You has not provided valid payment information or, where required, a completed IRS Form W-9 or W-8BEN or identification information.


    1. INTEGRATION WITH SDKS, APIS AND SERVICES. Any and all uploaded Games must successfully integrate the Kongregate Mobile SDK, APIs and other designated third party services, which include but are not limited to player achievements, login, ad networks, analytics, and cross-promotion libraries (the “Documentation”), and the Games must comply in all respects with the Documentation. You shall use commercially reasonable efforts to ensure compliance of the Game with the Documentation and any SDKs, APIs and any Kongregate Platform guidelines applicable during the Term of this Agreement.

    2. YOUR OBLIGATIONS. Given that You own and retains the Game Materials, You shall have the following obligations in connection with this Agreement:

      1. be solely responsible for all programming and development of the Game(s);

      2. deliver the Game, and ensure a proper integration of the Game within the Kongregate Platforms in accordance with reasonable instructions and any instruction of Kongregate Platform operators during the Term, including but not limited to modifying features, supporting new functionality available on the Target Platforms, or providing any additional marketing materials that have been requested;

      3. 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;

      4. provide Kongregate with a single point of contact for all customer service matters and provide second level support;

      5. ensure your Game will not include any outbound links without prior written consent of Kongregate;

      6. use its commercially reasonable efforts to prevent the operation of unauthorized or “pirate” servers for the Game;

      7. 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) (“Resolution Time”). The Resolution Time shall not exceed five (5) working days;

      8. 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 meet the levels of dedication required for operating an online gaming experience;

      9. You also will continually update and improve the Games with new features and content, with the explicit goal of improving user retention and monetization;

      10. You shall be responsible for hosting your Game and maintaining the availability of the Game for end users accessing the Games during the Term of this Agreement; and

      11. You shall make the necessary changes and ensure a prompt time to respond (“TTR”) in accordance with the severity of the issue as indicated below and as determined by Kongregate in its sole discretion

      12. 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 (e-mail suffices), and any such reporting must specify the alleged irregularity in question, such specification to include how the irregularity can be reproduced;

      13. TTR of no more than 24 hours after receipt of notice of any other issues.

      14. If You are unable to correct or resolve the issue within the timeframe indicated above then Kongregate has the right to deduct up to a maximum of FIVE PERCENT (5%) deduction on your Royalty Rev Share for the affected week.

  5. LICENSE TERMINATION. The license granted by You to Kongregate may be terminated by You by following the online license termination process through the Kongregate Platform. 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.

  6. REMOVAL OF GAME BY KONGEGATE. 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 your Game Materials (A) is in breach of this Agreement or (B) may cause harm to the Kongregate Platform, our users, or third parties, we reserve 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.

  7. USER DATA AND DATA PRIVACY. Any Game You upload and any service related to the Game that You provide shall function in accordance with the Kongregate’s Privacy Policy, which is referenced herein and incorporated hereto, and all applicable data protection regulations.

    1. Any data You collect, have access to or otherwise process in connection with the Game provided under this Agreement (whether collected by either party or a third party analytics or data services provider), including without limitation any: (i) user account details, user statistics or metrics, device or user identifiers, user acquisition or retention campaign information and any other information provided by or collected from users of the games or third party analytics or services providers in connection with the games; and (ii) any database or other storage media for the same (together “Data”) and all rights, title and interest (including without limitation all exploitation and commercialisation rights) to such Data shall be solely retained by Kongregate and deemed Confidential Information of Kongregate. If You collect any Data in connection with providing user support and maintenance, such information will be used by You only for such limited purpose.

    2. Each of Kongregate and You shall be responsible for compliance with all applicable data protection/privacy laws and regulations in respect of its use of the Data, including without limitation, the General Data Protection Regulation, the Children’s Online Privacy Protection Act, the California Consumer Privacy Act, the California Privacy Rights Act, the Privacy Shield framework (and any of their successor laws and regulations) and other privacy rules and laws that apply to the processing of personal data between the applicable territories.

    3. For the purpose of applicable data protection legislation relating to data protection and privacy, Kongregate shall be the “data controller” and You shall be the “data processor” in respect of the applicable Data. As a condition to this Agreement, You will comply with all of Kongregate’s policies regarding Your communications and other interactions with any user, including the Kongregate’s Data Processing Addendum, Standard Contractual Clauses and relevant Annexes (collectively, the “DPA”), which are referenced herein and shall be executed separately ( and incorporated hereto. To the extent there is a conflict between this Agreement and the DPA, this Agreement shall supersede the DPA.

  8. YOUR REPRESENTATIONS AND WARRANTIES. You represent and warrant that: (A) 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; (B) the Game is an original work and is not copied in whole or in part from any other work or material; (C) 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; (D) the Game will not contain or require for proper use any third party materials that You do not have a valid and fully paid up license to use and sublicense hereunder; (E) the Game Materials shall be of sound workmanship, free of all material bugs, errors or defects and do not contain any viruses, corrupted files, backdoors, or any other similar malicious software or programs that may adversely affect end users of the Game or the operation of the Kongregate Platform, Kongregate’s servers, or its systems, software or hardware; (F) 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; (G) 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; and (H) You shall at all times be in compliance with all laws, statutes, rules or regulations of any court, governmental body or administrative or other agency having authority over it (collectively, “Applicable Laws”).

  9. ADDITIONAL WARRANTIES. Each of the parties represents and warrants that (A) it has the power and to enter into and execute this Agreement and the Royalties Addendum, if applicable, 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.

  10. INDEMNITY. You shall indemnify, defend, and hold Kongregate harmless from and against any damages, amounts agreed to in settlement, demands, liabilities, obligations, costs, and expenses of any nature whatsoever (including reasonable attorneys’ fees) incurred by Kongregate to the extent resulting from (A) a violation by You of the terms of this Agreement or Your obligations, representations, or warranties hereunder, and/or (B) a third-party claim that the Game Materials infringe any patent, copyright, trademark, trade secret, right of privacy or publicity, or any other proprietary right of a third party.



  13. ENTIRE AGREEMENT. This Agreement, the Kongregate Terms and Conditions, 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 at

  14. GOVERNING LAW/JURISDICTION/VENUE. This Agreement shall be governed by the law of the State of California, without reference to its principles of conflict of laws to the extent they would require the application of another state’s law. The parties each consent to the jurisdiction of the state and federal courts located in the county of San Diego in the State of California, and waive any objection to venue in such courts.

  15. General.

    1. 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.

    2. 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.

    3. MERCHANT OF RECORD; TAXATION. Kongregate shall be the merchant of record for the sale or license of in-game virtual goods or currency. 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.

    4. 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.

    5. 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.

    6. 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.

By checking “Accept” below You affirmatively agree that this Agreement to the extent it applies to You, shall be binding on You, just 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 your Game compiles with, and shall comply with, the Privacy Policy and the Terms of Service.

Last updated: May 31, 2023
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