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GeForce NOW Alliance Partner Agreement – NVIDIA
The Company is a party to a NVIDIA GeForce NOW Alliance Partner Agreement (NVIDIA Agreement) with NVIDIA dated 25 November 2020 (and amended on 8 December 2020). GeForce NOW (GFN) is NVIDIA’s gaming PC in the cloud service (GFN Service) that streams a user’s game library to the user’s devices from the Company’s data centres. The NVIDIA Agreement covers Australia (Territory).
Pursuant to the terms of the NVIDIA Agreement, the Company has the right to purchase up to 72 GFN Game Servers from NVIDIA (or its approved third party vendors), in a staggered approach. 36 GFN Game Servers make up a GFN Pod. The NVIDIA Agreement does not restrict the Company from purchasing more than two GFN Pods from NVIDIA over the course of its term.
Specifically, the Company
a) will issue a purchase order for 12 GFN Game Servers and associated hardware by 28 February 2021; (b) will use these 12 GFN Game Servers to test the market, and offer the GFN Service to users during a beta test period; and(c) must commercially launch the GFN Service in Australia by no later than 31 May 2021 under a subscription model (Commercial Launch).
The Company will pay NVIDIA a percentage revenue share (in USD).
TheCompany may be granted exclusivity in Australia for an initial period of 12months from the date of Commercial Launch (Initial Exclusivity Period) if, inits discretion, the Company decides to increase its investment to one GFN Pod fromNVIDIA (by purchasing an additional 24 GFN Game Servers). This exclusivityperiod will be extended for a further 12 months if the Company, in itsdiscretion, purchases a second GFN Pod within the Initial Exclusivity Period.The parties will thereafter negotiate any further extensions to exclusivityterms within the Territory beyond this 24 month period.
Under the terms of the NVIDIA Agreement, the Company is required toa) provide the space and infrastructure for hosting GFN Servers in its data centres;(b) provide first-line support services to users; and(c) market the GFN Service in the Territory and comply with specific marketing requirements. The Company is permitted to issue sublicences in the Territory, with NVIDIA’s consent.
Under the NVIDIA Agreement, NVIDIAa) will operate and monitor the GFN Service and GFN Pod(s) remotely;(b) will provide second level/back end support to the Company in respect of user support services;(c) offers a one year warranty in respect of each GFN Game Server (an additional 2 years can be purchased for an extra cost per unit);(d) is the controller of which games are on-boarded onto the GFN Service; and(e) remains the owner of all rights in the GFN Service.
TheNVIDIA Agreement is for an initial term of 3 years, and unless one partynotifies the other at least 1 month prior to the end of this initial term orany renewal period in force of its intent for the NVIDIA Agreement to expire atthe end of the current term, will automatically renew for further 1 yearperiods, indefinitely. The NVIDIA Agreement can be terminated by either partyfor the other’s (unrectifiable, or notified but unrectified) material breach.
The NVIDIA Agreement otherwise contains terms and conditions that are considered standard for agreements of this nature.
