{"id":42460,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/license-agreement-for-game-boy-game-boy-color-and-game-boy.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"license-agreement-for-game-boy-game-boy-color-and-game-boy","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/license-agreement-for-game-boy-game-boy-color-and-game-boy.html","title":{"rendered":"License Agreement for Game Boy, Game Boy Color and Game Boy Pocket Handheld Video Game Systems – Nintendo of America Inc. and Bay Area Multimedia Inc."},"content":{"rendered":"\n (Confidential Portions Omitted)\n\n CONFIDENTIAL LICENSE AGREEMENT\n FOR GAME BOY, GAME BOY COLOR AND GAME BOY POCKET\n HANDHELD VIDEO GAME SYSTEMS\n (Western Hemisphere)\n\n THIS AGREEMENT is entered into between NINTENDO OF AMERICA INC., a\nWashington corporation with an address for notice purposes of 4820 150th Avenue\nN.E., Redmond, WA 98052 (Fax: 425-882-3585) (\"NINTENDO\") and Bay Area Multimedia\nInc., a California Corporation with an address for notice purposes of 333 West\nSanta Clara Street, Suite 930, San Jose, CA 95113 (Fax: 408-298-9600),\nAttention: President (\"LICENSEE\").\n\nNINTENDO and LICENSEE acknowledge and agree as follows:\n\n1. RECITALS\n\n 1.1 NINTENDO markets and sells high-quality video game systems, including \nwithout limitation hardware and software, marketed by NINTENDO under its \ntrademarks \"Game Boy(R)\", \"Game Boy(R) pocket\" and \"Game Boy(R) Color\" for \nplaying video games.\n\n 1.2 LICENSEE desires to gain access to and a license to use highly \nproprietary programming specifications, development tools, trademarks and other \nvaluable intellectual property rights owned by NINTENDO, in order to develop \nvideo game software and to purchase such video game software from NINTENDO for \nplay on the Game Boy Systems, which systems were developed by NCL (as defined \nbelow).\n\n 1.3 NINTENDO is willing to grant to LICENSEE a license to use such \nproprietary information and intellectual property rights and to sell video game \nsoftware to LICENSEE upon the terms and conditions set forth in this Agreement.\n\n2. DEFINITIONS\n\n\n 2.1 \"Artwork\" shall mean the final art and mechanical formats for the \nLicensed Product (as defined below) including the Game box, user instruction \nmanual with consumer precautions and warranty, game cartridge label and inserts.\n\n 2.2 \"Effective Date\" shall mean the last date on which all parties shall \nhave signed this Agreement.\n\n 2.3 \"Finished Goods\" shall mean the Game Cartridge, fully assembled with \nexterior labels, packaged in a plastic or polyethylene bag, placed in a high \nquality, custom packaging box, including all required Artwork.\n\n 2.4 \"Game Boy Systems\" shall mean individually, collectively or in any \ncombination the 8-bit monochrome Game Boy and Game Boy pocket handheld video \ngame systems and the 8-bit Game Boy Color handheld video game system.\n\n 2.5 \"Game Cartridge(s)\" shall mean interchangeable plastic cartridges \nadapted for use with the Game Boy System, housing the Game embodied in \nelectronic memory devices or comparable medium authorized by NINTENDO for \nstoring the Games.\n\nPAGE 1\n 2\n 2.6 \"Game(s)\" shall mean video game software compatible with the Game Boy \nSystems developed under this Agreement.\n\n 2.7 \"Guidelines\" shall mean the \"Game Boy Systems Packaging Guidelines\" \nand the \"Game Boy Systems Development Manual\" setting forth trademark, \ncopyright and related artwork standards, as provided by NINTENDO.\n\n 2.8 \"Independent Contractor\" shall mean any third party agent, \nconsultant, contractor or independent programmer, other than LICENSEE.\n\n 2.9 \"Licensed Copyright(s)\" shall mean various copyrights in printed \nmaterials, art or logo designs, computer software, electronic circuitry and \nrights in integrated circuit layout designs employed in the Game Boy Systems.\n\n 2.10 \"Licensed Intellectual Properties\" shall mean individually, \ncollectively or in any combination, the Licensed Inventions, Licensed \nProprietary Information, Licensed Copyrights and Licensed Trademarks.\n\n 2.11 \"Licensed Invention(s)\" shall mean improvements and inventions \nconcerning the Game Boy Systems, including inventions that are or may become \nthe subject matter of various patents or patent applications.\n\n 2.12 \"Licensed Product(s)\" shall mean Game Cartridges (or comparable \nmedium authorized by NINTENDO) for employing the Licensed Intellectual \nProperties and having electronic memory devices storing the Games.\n\n 2.13 \"Licensed Proprietary Information\" shall mean any of the following\ninformation relating to the Game Boy Systems: (a) all current or future\ninformation, know-how, techniques, methods, information, tools, emulator\nhardware or software, software development specifications, and\/or trade secrets,\n(b) any information or patent applications, (c) any business, marketing or sales\ndata or information, and (d) any other information or data relating to\ndevelopment, design, operation, manufacturing, marketing or sales. \"Licensed\nProprietary Information\" shall include information disclosed to LICENSEE by\nNINTENDO, NINTENDO's affiliated companies, and\/or other third parties working\nwith NINTENDO. Such Licensed Proprietary Information shall include all\nconfidential information disclosed, whether in writing, orally, visually, or in\nthe form of drawings, technical specifications, software, samples, pictures,\nmodels, recordings, or other tangible items which contain or manifest, in any\nform, the above listed information. Licensed Proprietary Information shall not\ninclude: (a) data and information which was in the public domain prior to\nLICENSEE's receipt of the same hereunder, or which subsequently becomes part of\nthe public domain by publication or otherwise, except by LICENSEE's wrongful act\nor omission, (b) data and information which LICENSEE can demonstrate, through\nwritten records kept in the ordinary course of business, was in its possession\nwithout restriction on use or disclosure, prior to its receipt of the same\nhereunder and was not acquired directly or indirectly from NINTENDO under an\nobligation of confidentiality which is still in force, (c) data and information\nwhich LICENSEE can show was received by it from a third party who did not\nacquire the same directly or indirectly from NINTENDO and to whom LICENSEE has\nno obligation of confidentiality, and (d) data and information which is required\nto be disclosed by an authorized governmental or judicial entity, provided that\nLICENSEE shall notify NINTENDO at least thirty (30) days prior to such\ndisclosure.\n\n 2.14 \"Licensed Trademarks\" shall mean registered and unregistered \ntrademarks and trademark applications used in connection with the Game Boy \nSystems including, but not limited to, \"Nintendo\", \"Game Boy\", \"Game Boy \nColor\", Game Boy pocket, \"Official Nintendo Seal of Quality\" and trade dress in \nthe Game Boy Systems.\n\nPAGE 2 \n 3\n 2.15 \"Marketing Materials\" shall mean marketing, advertising or \npromotional materials which incorporate the Licensed Intellectual Properties \nand which are developed by or for LICENSEE to promote the sale of the Licensed \nProducts.\n\n 2.16 \"NCL\" shall mean NINTENDO's parent company, Nintendo Co., Ltd. of \nKyoto, Japan.\n\n 2.17 \"Product Sample\" shall mean a sample of the Game for Game Boy Color \nas defined in Section 5.2.\n\n 2.18 \"Schedule 1\" shall mean the \"Nintendo of America Inc. Price Schedule \nfor the Game Boy Licensed Game Paks\" attached to this Agreement and \nincorporated by reference to this Agreement.\n\n 2.19 \"Schedule 2\" shall mean the \"Nintendo of America Inc. Price Schedule \nfor the Game Boy Color Licensed Game Paks\" attached to this Agreement and \nincorporated by reference into this Agreement.\n\n 2.20 \"Stripped Cartridge(s)\" shall mean fully assembled Game Cartridges \nwith exterior labels shipped in a plastic or polyethylene bag, excluding the \nrequired Artwork.\n\n 2.21 \"Term\" shall mean three (3) years from the Effective Date.\n\n 2.22 \"Territory\" shall mean all countries within the Western Hemisphere, \nincluding the United States, Canada, South America, Central America, Mexico and \nall applicable territories and possessions.\n\n3. GRANT OF LICENSE; RESERVATION OF RIGHTS BY NINTENDO\n\n 3.1 Grant. For the Term and the Territory, NINTENDO hereby grants to \nLICENSEE, and LICENSEE hereby accepts under the terms and conditions set forth \nin this Agreement, a nonexclusive license to develop the Licensed Products. \nExcept as may be permitted under a separate written authorization from NINTENDO \nor NCL, LICENSEE shall not use the Licensed Intellectual Properties for any \nother purpose.\n\n 3.2 Reservation of Rights in the Licensed Intellectual Properties. \nLICENSEE acknowledges NINTENDO's and NCL's right, title, and interest in and to \nthe Licensed Intellectual Properties and the goodwill associated with the \nLicensed Trademarks. LICENSEE will not at any time do or cause to be done any \nact or thing which in any way impairs or is intended to impair any part of such \nright, title, interest or goodwill. LICENSEE shall not represent that it has \nany ownership in the Licensed Intellectual Properties. This agreement does not \ngrant LICENSEE any ownership interest in the Licensed Intellectual Properties, \nand LICENSEE's use of the Licensed Intellectual Properties shall not create any \nright, title or interest therein in LICENSEE's favor beyond the license granted \nherein.\n\n 3.3 Reservation of Rights of Distribution Outside the Territory. LICENSEE \nshall market and sell the Licensed Products only in the Territory. LICENSEE \nshall not directly or indirectly export any Licensed Products from the \nTerritory nor shall LICENSEE knowingly permit or assist any third party in \ndoing so.\n\n 3.4 Reservation of Rights to Reverse Engineer. LICENSEE may utilize and \nstudy the design, performance and operation of the Game Boy Systems and the \nLicensed Proprietary Information solely for the purpose of developing software \nwhich is compatible with the Game Boy Systems for license under this Agreement. \nLICENSEE shall not, directly or indirectly, reverse engineer or aid or assist \nin the reverse engineering of all or any part of the Game Boy Systems, \nincluding the hardware, software and\/or tools. For purposes of this Agreement, \n\"reverse engineering\" shall mean: (a) the x-ray electronic scanning and\/or\n\nPAGE 3\n \n 4\nphysical or chemical stripping of semiconductor components; and\/or (b) the\ndisassembly, decompilation, decryption, or simulation of object code or\nexecutable code, specifically including, but not limited to, any NINTENDO\nsupplied or developed libraries. The limitations set forth in this Section 3.4\nshall not preclude LICENSEE from engaging in reverse engineering of any Game\ncode which was developed solely by LICENSEE and related only to the Game and was\nnot supplied by nor derived from any code supplied by NINTENDO.\n\n 3.5 Reservation of Rights of Electronic Transmission. LICENSEE shall not\ndirectly or indirectly duplicate, distribute or transmit Games via electronic\nmeans or any other means now known or hereafter devised, including without\nlimitation, wireless, cable, fiber optic means, telephone lines, satellite\ntransmission, microwave or radio waves or over a network of interconnected\ncomputers or other devices. Notwithstanding this limitation, LICENSEE shall not\nbe prohibited from the electronic transmission of Games during the development\nprocessed for the sole purpose of facilitating development; provided, however,\nthat no right of retransmission shall attach to any such transmission, and,\nprovided, further, that LICENSEE shall use reasonable security measures,\ncustomary within the industry, to reduce the risk of unauthorized interception\nor retransmission of such transmission.\n\n 3.6 Notification Obligations. LICENSEE shall promptly notify NINTENDO of\nthe loss or unauthorized use or disclosure of any Licensed Proprietary\nInformation and shall promptly act to recover any such information and\/or\nprevent further breach of the confidentiality obligations herein.\n\n4. CONFIDENTIALITY\n\n 4.1 Disclosure of Proprietary Information. During the Term, NINTENDO may\nprovide LICENSEE with highly proprietary development information, development\ntools, emulation systems, programming specifications and related resources and\ninformation constituting and incorporating the Licensed Proprietary Information\nto enable LICENSEE to develop video games for use with the Game Boy Systems.\n\n 4.2 Confidentiality of Licensed Proprietary Information. LICENSEE shall\nmaintain all Licensed Proprietary Information as strictly confidential and will\nuse such Licensed Proprietary Information only in accordance with this\nAgreement. LICENSEE shall limit access to the Licensed Proprietary Information\nto LICENSEE's employees having a strict need to know and shall advise such\nemployees of their obligation of confidentiality as provided herein. LICENSEE\nshall require each such employee to retain in confidence the Licensed\nProprietary Information pursuant to a written non-disclosure agreement between\nLICENSEE and such employee. LICENSEE shall use its best efforts to ensure that\nits employees working with or otherwise having access to Licensed Proprietary\nInformation shall not disclose or make unauthorized use of the Licensed\nProprietary Information.\n\n 4.3 Agent\/Consultant Confidentiality. LICENSEE shall not disclose the\nLicensed Proprietary Information to any Independent Contractor without\nNINTENDO's prior written approval. Each approved Independent Contractor shall be\nrequired to enter into a written non-disclosure agreement with NINTENDO prior to\nreceiving any access to or disclosure of the Licensed Proprietary Information.\n\n5. DEVELOPMENT; QUALITY STANDARDS; ARTWORK; MANUFACTURING\n\n 5.1 Development and Sale of the Game Boy Systems Programs. During the Term\nand for the Territory, LICENSEE may develop Games and\/or sell Licensed Products\nfor the Game Boy Systems in accordance with this Agreement.\n\n 5.2 Submission of Product Sample (Game Boy Color Only). Prior to a Game Boy\nColor Game\n\n\n\nPAGE 4\n\n 5\nreaching fifty percent (50%) completion, LICENSEE shall submit to NINTENDO for \napproval a Product Sample. Such Product Sample must include a demonstration of \nthe manner in which such Game Boy Color dedicated or compatible Game will \nutilize and exploit the following color criteria: (a) differentiation from \nmonochrome Game Boy software (each Game Boy Color Game must appear \nsignificantly more colorful than monochrome Game Boy software when \"colorized\" \nby the Game Boy Color hardware); (b) simultaneous colors; (c) appropriate use \nof color, (d) variety of colors, and (e) contrast and saturation. For the \npurpose of demonstrating these criteria, the Product Sample shall be either a \nprogrammed demo or various ROM images. In addition to these criteria, for Games \nwhich have been previously released for the Game Boy monochrome system, \nLICENSEE must provide a demonstration of the game-play enhancements which have \nbeen added to the Game which may include any of the following: (i) additional \nstages, levels or areas; (ii) new characters; and\/or (iii) game-play based on \ncolor. Subsequent to acceptance and approval of a Product Sample, LICENSEE \nshall notify NINTENDO in writing of any material proposed changes in the \nProduct Sample and\/or the proposed Licensed Product. No submission samples are \nrequired for Games exclusively for play on Game Boy and Game Boy pocket systems.\n\n 5.3 Delivery of Completed Game. Upon completion of a Game, LICENSEE \nshall deliver to NINTENDO one (1) prototype of the Game in a format specified \nby NINTENDO, together with written user instructions and a complete screen text \nscript. NINTENDO shall promptly evaluate the Game with regard to: (a) its \ntechnical compatibility with and error-free operation on the Game Boy Systems; \n(b) the suitability of the Game content, taking into account reasonable \nstandards set forth in the Guidelines; and, if applicable, (c) whether the Game \nachieves the criteria as set forth in Section 5.2 at 50% completion and upon \nfinal completion. LICENSEE shall have satisfied the Game content suitability \ncriteria by providing NINTENDO with proof that the Game has been provided with \na certificate of a rating other than ADULTS ONLY (or its equivalent) from the \nEntertainment Software Ratings Board or comparable independent ratings body \nwhich reviews and certifies product for violent or sexual content, and that the \nGame meets the content criteria set forth in NINTENDO's content guidelines.\n\n 5.4 Approval of Completed Game. NINTENDO shall, within a reasonable \nperiod of time after receipt, approve or disapprove such Game. If such Game is \ndisapproved, NINTENDO shall specify in writing the reasons for such disapproval \nand state what corrections and\/or improvements are necessary. After making the \nnecessary corrections and\/or improvements, LICENSEE shall submit a revised Game \nfor approval by NINTENDO. The approval of any Game by NINTENDO shall not \nrelieve LICENSEE of its sole responsibility for the development, quality and \noperation of the Game or in any way create any warranty for a Licensed Product \nby NINTENDO. NINTENDO shall not unreasonably withhold or delay any approval \nprovided for herein.\n\n 5.5 Development and Quality of Artwork. In connection with the \nsubmission of a proposed Licensed Product to NINTENDO, LICENSEE shall submit \nall Artwork to NINTENDO. All Artwork shall conform to the requirements set \nforth in the Guidelines. With fifteen (15) business days of receipt of the \nArtwork, NINTENDO shall approve or disapprove the Artwork based upon the \nGuidelines. If any of the Artwork is disapproved, NINTENDO shall specify in \nwriting the reasons for such disapproval and state what corrections and\/or \nimprovements are necessary. After making the necessary corrections and\/or \nimprovements to the disapproved Artwork, LICENSEE shall resubmit new Artwork \nfor approval by NINTENDO. NINTENDO shall not unreasonably withhold or delay its \napproval of any Artwork.\n\n 5.6 Appointment of NCL as Manufacturer of Licensed Product. LICENSEE \nhereby appoints NCL, and NINTENDO hereby confirms that NCL accepts such \nappointment, as manufacturer of the Licensed Products in the form of Finished \nGoods and\/or Stripped Cartridges. NCL shall acquire and retain responsibility \nfor all equipment, tooling, molds or masks used in connection with the \nmanufacture of the Licensed Products. NCL shall have the sole responsibility \nfor establishing and fulfilling all aspects of the manufacturing process\n\n\nPAGE 5\n 6\nof the Licensed Products, including selecting the location of and \nspecifications for any manufacturing facilities, appointing suppliers and \nsubcontractors, and managing all work-in progress.\n\n 5.7 Manufacture of Licensed Products. Upon approval of a Game and upon \nreceipt from LICENSEE of an order in accordance with Section 6 herein, NCL will \nmanufacture the Licensed Products for LICENSEE. LICENSEE may, at its option, \norder Stripped Cartridges rather than Finished Goods and utilize an Independent \nContractor to manufacture the Artwork and\/or complete the final pack-out only, \nprovided such Independent Contractor is approved in writing by NINTENDO.\n\n 5.8 Retention of Sample Licensed Products. NCL may, at its own expense, \nmanufacture samples of the Licensed Products, only to the extent necessary, to \nbe used by NINTENDO for archival purposes, legal proceedings against infringers \nof the Licensed Intellectual Properties, and for other lawful purposes.\n\n6. PURCHASE PRICE; PAYMENT; DELIVERY OF COMPLETED LICENSED PRODUCT\n\n 6.1 Minimum Initial Orders. Upon placement of an initial order, LICENSEE\nshall order a minimum quantity of [*] units of a Licensed Product.\n\n 6.2 Subsequent Minimum Orders. LICENSEE may subsequently order\nadditional Licensed Product in a minimum quantity of [*] units of a Licensed\nProduct.\n\n 6.3 Purchase Price. The purchase price to be paid by LICENSEE to \nNINTENDO for the Licensed Products shall be in accordance with NINTENDO's \npricing schedules currently set forth in the attached Schedules 1 & 2. The \npurchase price includes the cost of manufacturing, printing and packaging the \nLicensed Products and a royalty for the use of the Licensed Intellectual \nProperties. Schedule 1 and\/or Schedule 2 are subject to change by NINTENDO at \nany time without notice.\n\n 6.4 Payment. At the time an order is placed, LICENSEE shall provide to \nNINTENDO an irrevocable letter of credit in favor of NINTENDO and payable at \nsight, issued by a bank acceptable to NINTENDO and confirmed, at LICENSEE's \nexpense, if requested by NINTENDO. The letter of credit shall be in United \nStates dollars in an amount equal to the purchase price of the Licensed \nProducts ordered. All associated banking charges are for LICENSEE's account.\n\n 6.5 Shipment and Delivery. The Licensed Products shall be delivered \nF.O.B. Japan, with shipment at LICENSEE's direction and expense. Orders may be \ndelivered by NINTENDO in partial shipments, each directed to no more than two \n(2) destinations designated by LICENSEE in the Territory. Title to the Licensed \nProducts shall vest in accordance with the terms of the applicable letter of \ncredit.\n\n7. MARKETING, SALE AND RENTAL OF THE LICENSED PRODUCTS\n\n 7.1 Marketing Materials. LICENSEE agrees that any Marketing Materials \nshall be of high quality and shall comply with the Guidelines.\n\n 7.2 Submission of Proposed Marketing Materials. Prior to actual use or \ndistribution, LICENSEE shall submit to NINTENDO for review and evaluation \ninitial samples of all Marketing Materials. NINTENDO shall, within fifteen (15) \nbusiness days of receipt of such samples, approve or disapprove of the quality \nof such samples. If any of the samples are disapproved as to quality, NINTENDO \nshall specify the reasons for such disapproval and state what corrections \nand\/or improvements are necessary. After making the necessary corrections \nand\/or improvements to the disapproved samples, LICENSEE may resubmit new \nsamples for\n\n*Confidential portions omitted and filed separately with the Commission.\n\n\nPAGE 6\n\n 7\napproval by NINTENDO as to quality. No Marketing Materials shall be distributed\nor utilized by LICENSEE without obtaining prior written approval as to quality\nby NINTENDO. NINTENDO shall not unreasonably withhold or delay its approval of\nthe proposed Marketing Materials. NINTENDO reserves the right to disapprove\nMarketing Materials that include non-licensed accessories.\n\n 7.3 Warranty and Repair. With respect to the Licensed Product, LICENSEE\nshall provide to the original consumer a minimum ninety (90) day limited\nwarranty, comparable to that offered by NINTENDO. LICENSEE shall also provide to\nthe original consumer, either directly or indirectly through authorized service\ncenters, reasonably accessible product service, including out-of-warranty\nservice for a period of three (3) years following sale of the Licensed Product.\nIn the event LICENSEE is unable to obtain sufficient quantities of repair parts\nfor service obligations from defective and\/or product returns, NINTENDO shall\ncooperate in providing reasonable quantities of repair parts to LICENSEE at its\nstandard cost.\n\n 7.4 Business Facilities: Sales of Licensed Products. LICENSEE agrees to\ndevelop, maintain and utilize during the Term: (a) suitable office facilities\nwithin the Territory, adequately staffed to enable LICENSEE to fulfill all\nresponsibilities under this Agreement; (b) necessary warehouse, distribution,\nmarketing, sales, collection and credit operations to facilitate proper handling\nof the Licensed Product; and, (c) customer service and game counseling support,\nincluding telephone service, to adequately support the Licensed Product.\n\n 7.5 Defects; Recall. In the event of a material programming defect in the\nLicensed Product, which defect in the reasonable judgment of NINTENDO would\nsignificantly impair the ability of a consumer to play the Licensed Product,\nNINTENDO may require the LICENSEE to recall the Licensed Product and undertake\nsuitable repairs or replacements prior to sale.\n\n 7.6 Rental. In the event LICENSEE elects to engage in the commercial\nrental of the Licensed Products within the Territory on such terms and\nconditions as LICENSEE shall determine, LICENSEE shall secure appropriate\nauthorizations and\/or assignments from the holder(s) of the copyrightable\nelements employed in the computer programs for the Licensed Product. LICENSEE\nshall clearly provide notice on the Artwork for each Licensed Product of any\nrental right or reservation thereof.\n\n 7.7 Nintendo Promotional Materials, Publications and Events. At its\noption, NINTENDO may: (a) insert in the packaging for the Licensed Product\npromotional materials concerning Nintendo Power magazine; (b) utilize screen\nshots, package art and related art and information regarding the Licensed\nProduct in Nintendo Power, Nintendo Power Source (NINTENDO's on-line version of\nNintendo Power) or other media or marketing programs which promote NINTENDO\nproducts; and (c) exercise public performance rights of the Licensed Product and\nuse the related trademarks and art in NINTENDO sponsored contests, tours and\nevents which generally promote NINTENDO products, provided that no other third\nparty approvals are required.\n\n8. LICENSEE'S COPYRIGHTS AND TRADEMARKS\n\n 8.1 Copyright and Trademark Warranties. LICENSEE represents and warrants\nthat, throughout the Territory, LICENSEE is either: (a) the sole owner of all\nright, title and interest in and to the trademarks, copyrights, Artwork and\nother intellectual property rights used on or in association with the Licensed\nProducts; or (b) the holder of sufficient rights to the trademarks, copyrights,\nArtwork and other intellectual property rights which have been licensed from a\nthird party for use in the Licensed Product.\n\n 8.2 Licensee's Indemnification. LICENSEE shall indemnify and hold NINTENDO\nand NCL harmless from any claims, losses, liabilities, damages, expenses and\ncosts, including, without limitation,\n\n\nPAGE 7\n 8\nreasonable attorneys' fees and costs, which result from: (a) a breach of any of\nthe representations or warranties provided by LICENSEE herein; (b) any claim of\ninfringement of any third party's intellectual property rights with respect to\nthe Licensed Product, (including, but not limited to, any claim relating to\nmarketing, advertising and\/or sale of the Licensed Product), excluding claims\nbased solely upon NINTENDO's Licensed Intellectual Properties; or, (c) any claim\nof bodily injury (including death) or property damage arising out of, or in\nconnection with, the development, sale and\/or use of any of the Licensed\nProducts. NINTENDO shall give LICENSEE prompt written notice of the assertion of\nany such claim and provided, further, that LICENSEE shall have the right to\nselect counsel and control the defense and\/or settlement of any such claim,\nsubject to the right of NINTENDO to participate in any such action or proceeding\nat its own expense with counsel of its own choice.\n\n 8.3 Insurance. LICENSEE shall, at its own expense, obtain a policy of \ngeneral liability insurance that includes product liability coverage by a \nrecognized insurance company. Such policy of insurance shall be in an amount of \nnot less than Three Million Dollars ($3,000,000 US) on a per occurrence basis \nand shall provide for adequate protection against any suits, claims, loss or \ndamage or any alleged intellectual property infringements by the Licensed \nProducts. Such policy shall name NINTENDO as an additional insured and may not \nbe canceled without thirty (30) days' prior written notice to NINTENDO. A \nCertificate of Insurance shall be provided to NINTENDO's Licensing Department \nwithin thirty (30) days of the Effective Date. If LICENSEE fails to maintain \nsuch insurance during the Term, NINTENDO may secure and maintain such insurance \nat LICENSEE's expense.\n\n9. LIMITATION OF LIABILITY\n\n 9.1 Disclaimer Regarding Licensed Intellectual Properties. NINTENDO makes \nno representations, guarantees or warranties concerning the scope or validity \nof the Licensed Intellectual Properties, and does not warrant that the sale of \nthe Licensed Products by LICENSEE will not infringe upon the patent, trade \nsecret, copyright, mask work or trademark rights of another in the Territory. \nLICENSEE HEREBY ASSUMES THE RISK OF INFRINGEMENT.\n\n 9.2 Warranty Disclaimer. NINTENDO DISCLAIMS ANY AND ALL WARRANTIES OF THE\nLICENSED PRODUCTS AS BETWEEN NINTENDO AND LICENSEE AND AS BETWEEN NINTENDO AND\nANY THIRD PARTY PURCHASERS FROM LICENSEE. LICENSEE PURCHASES AND ACCEPTS ALL\nLICENSED PRODUCTS FROM NINTENDO ON AN \"AS IS\" AND \"WHERE IS\" BASIS AND WITHOUT\nANY WARRANTIES, EXPRESS OR IMPLIED. WITH RESPECT TO THE LICENSED PRODUCTS,\nNINTENDO DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A GENERAL\nOR PARTICULAR PURPOSE AND SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL AND\/OR\nCONSEQUENTIAL DAMAGES OF LICENSEE, ITS RETAILERS OR CUSTOMERS. LICENSEE SHALL BE\nSOLELY RESPONSIBLE FOR PROVIDING WARRANTY AND REPAIR\/REPLACEMENT SERVICES FOR\nANY DEFECTIVE LICENSED PRODUCTS. NOTWITHSTANDING THE CONDITIONS SET FORTH IN\nTHIS PARAGRAPH, NINTENDO WILL USE ITS BEST EFFORTS TO RESOLVE ANY CATASTROPHIC\nDEFECT IN THE LICENSED PRODUCTS PURCHASED BY LICENSEE FROM NINTENDO. A\n\"CATASTROPHIC DEFECT\" IS DEFINED AS A MANUFACTURING DEFECT RATE OF FIVE PERCENT\n(5%) OR GREATER IN ANY SHIPMENT OF LICENSED PRODUCTS TO LICENSEE.\n\n\nPAGE 8\n\n \n 9\n\n10. INFRINGEMENT OF LICENSED INTELLECTUAL PROPERTIES AND\n LICENSEE'S TRADEMARKS AND COPYRIGHTS\n\n 10.1 Reporting. In the event any claim is asserted against LICENSEE \nalleging that any of the Licensed Intellectual Properties constitute an \ninfringement of another's rights or if a claim is asserted against NINTENDO \nalleging that the Licensed Products infringe the rights of a third party, then \nthe party with such knowledge shall promptly notify the other party.\n\n 10.2 Licensed Intellectual Properties. NINTENDO shall have the sole \nright, at its expense, to commence and\/or defend a legal action or negotiate a \nsettlement relating to any alleged infringement by the Licensed Intellectual \nProperties. LICENSEE agrees to give reasonable assistance in any such legal \naction, but at no expense to it. NINTENDO shall be entitled to all of the \nrecovery or damages collected as a result of such legal action or negotiated \nsettlement. In the event of a legal action against LICENSEE alleging an \ninfringement by the Licensed Intellectual Properties as incorporated into \nLICENSEE's Licensed Products which NINTENDO affirmatively elects in writing not \nto defend, LICENSEE may defend or settle such legal action, at its option and \nexpense. NINTENDO agrees to provide reasonable assistance in defending any such \nlegal action. LICENSEE agrees to keep NINTENDO fully informed with respect to \ndevelopments in any such legal action and to provide NINTENDO reasonable notice \nof the terms of any proposed settlement and to consider any comments by \nNINTENDO before settlement is made.\n\n 10.3 Infringement of Licensed Products. LICENSEE shall take reasonable \nsteps to abate any infringement of LICENSEE's copyrights and trademarks \nemployed in the Licensed Products. LICENSEE shall also take all reasonable and \nnecessary steps, including legal action, to defend against any alleged \ninfringement caused by any of LICENSEE's content in a Licensed Product or any \nArtwork, title or designation used in conjunction with any of the Licensed \nProducts. NINTENDO shall give to LICENSEE reasonable assistance and cooperation \nin any such legal action, but at no expense to NINTENDO.\n\n11. TERM AND TERMINATION\n\n 11.1 Default or Breach. In the event that either party is in default or \ncommits a breach of this Agreement which is not cured within thirty (30) days \nafter written notice thereof, then this Agreement shall automatically terminate \non the date specified in such notice.\n\n 11.2 Bankruptcy\/Insolvency. At NINTENDO's option, and for its own \nconvenience, this Agreement can be terminated immediately and without notice in \nthe event that LICENSEE: (a) makes an assignment for the benefit of creditors; \n(b) becomes insolvent; (c) files a voluntary petition for bankruptcy; (d) \nacquiesces to any involuntary bankruptcy petition; (e) is adjudicated as a \nbankrupt; or (f) ceases to do business.\n\n 11.3 Termination Other Than by Breach. Upon the expiration of this \nAgreement or its termination other than by LICENSEE's breach, LICENSEE shall \nhave a period of one hundred sixty (160) days to sell any unsold Licensed \nProducts. All Licensed Products in LICENSEE's control following expiration of \nsuch sell-off period, shall be destroyed by LICENSEE within ten (10) days and \nproof of such destruction shall be delivered to NINTENDO certified by an \nofficer of LICENSEE.\n\n 11.4 Termination by LICENSEE's Breach. If this Agreement is terminated \nby NINTENDO as a result of a breach of its terms and conditions by LICENSEE, \nLICENSEE shall immediately cease all distribution, promotion or sale of any \nLicensed Products. LICENSEE shall have a period of one hundred sixty (160) days \nto sell any unsold Licensed Products. All Licensed Products in LICENSEE's \ncontrol following expiration of such sell-off period, shall be destroyed by \nLICENSEE within ten (10) days.\n\n\nPAGE 9\n\n 10\n\n 11.5 Licensed Intellectual Property Rights. Upon expiration and\/or \ntermination of this Agreement, LICENSEE will cease all use of the Licensed \nIntellectual Properties for any purpose, and Sections 4.2 and 4.3 of this \nAgreement, pertaining to LICENSEE's obligation to not disclose to third parties \nany Licensed Proprietary Information shall survive the termination of this \nAgreement. LICENSEE shall also return to NINTENDO all writings, drawings, \nmodels, data and other materials and things in LICENSEE's possession or in the \npossession of any past or present employee, agent or contractor receiving the \ninformation through LICENSEE, which constitute or relate to or disclose any \nLicensed Proprietary Information without making copies or otherwise retaining \nany such information.\n\n 11.6 Termination by Nintendo's Breach. If this Agreement is terminated \nby LICENSEE as a result of a breach of its terms or conditions by NINTENDO, \nLICENSEE may continue to sell the Licensed Products in the Territory until the \nexpiration of the Term, at which time the provisions herein relating to \ntermination other than by default of LICENSEE shall apply to any unsold \nLicensed Products.\n\n12. GENERAL PROVISIONS\n\n 12.1 Nonassignability\/Sublicensing. This Agreement is personal to\nLicensee and may not be sold, assigned, delegated, sublicensed or otherwise\ntransferred or encumbered, in whole or in part, including without limitation, by\noperation of law, without the prior written consent of Nintendo, which consent\nmay be withheld by Nintendo in its sole discretion. For purposes of determining\nwhether an assignment of this agreement by Licensee (but not by Licensor) has\noccurred under this Section 12.1, a merger of Licensee into another business\nentity or a merger of another business entity into Licensee; the sale or\ntransfer of more than twenty percent (20%) of the stock of Licensee, Licensee's\nassets, or ownership interest or control of Licensee; or, the granting of any\nsecurity interest or other encumbrance in this Agreement or any rights arising\nunder this Agreement, shall be deemed an assignment requiring notice to, and the\nprior written consent of, Nintendo, which consent may be withheld by Nintendo in\nits sole discretion. Upon any attempted sale, assignment, delegation, sublicense\nor other transfer or encumbrance in violation of the preceding sentences, this\nAgreement shall be deemed null and void, and of no effect, and in such event,\nnotwithstanding anything in this Agreement to the contrary, Nintendo shall have\nthe immediate, unqualified right to terminate this Agreement in addition to all\nother rights and remedies it may obtain due to Licensee's breach. This Agreement\nmay be assigned by Licensor upon written notice to Licensee but without any\nconsent, provided, however, that any such assignment shall not release the\nLicensor from its obligations to the Licensee under this Agreement. Subject to\nsuch restriction and to the restriction against assignment provided above, this\nAgreement shall be binding upon and inure to the benefit of the parties, their\nsuccessors and assigns.\n\n 12.2 Force Majeure. Neither party shall be liable for any breach of this \nAgreement occasioned by any cause beyond the reasonable control of such party, \nincluding governmental action, war, riot or civil commotion, fire, natural \ndisaster, labor disputes, restraints affecting shipping or credit, delay of \ncarriers, inadequate supply of suitable materials, or any other cause which \ncould not with reasonable diligence be controlled or prevented by the parties. \nIn the event of material shortages, including shortages of microcomputer chips \nnecessary for production of the Licensed Products, NINTENDO reserves the right \nto allocate essential materials among itself and its licensees.\n\n 12.3 Waiver; Severability; Integration. The failure of any party to \nenforce any provision of this Agreement shall not be construed to be a waiver of\nsuch provision or of the right of such party to thereafter enforce such\nprovision. In the event that any term, clause or provision of this Agreement\nshall be construed to be or adjudged invalid, void or unenforceable, such term,\nclause or provision shall be construed as severed from this Agreement, and the\nremaining terms, clauses and provisions shall remain in effect. This Agreement\nconstitutes the entire agreement between the parties relating to the subject\nmatter hereof. All prior\n\n\nPAGE 10\n\n\n 11\nnegotiations, representations, agreements and understandings are merged into, \nextinguished by and completely expressed by this Agreement. Any amendment to \nthis Agreement shall be in writing, signed by both parties.\n\n 12.4 Governing Law: Venue. This Agreement shall be governed by, subject \nto and construed under the laws of the State of Washington. Any legal actions \nprosecuted or instituted by NINTENDO or by LICENSEE under this Agreement, with \nrespect to any matters arising under or growing out of this Agreement, shall \nonly be brought in a court of competent jurisdiction in King County, Washington \nand each party hereby consents to the jurisdiction and venue of such courts for \nsuch purposes.\n\n 12.5 Equitable Relief. LICENSEE acknowledges that in the event of its \nbreach of this Agreement, no adequate remedy at law may be available to \nNINTENDO and that NINTENDO shall be entitled to seek injunctive or other \nequitable relief in addition to any relief available at law.\n\n 12.6 Attorneys' Fees. In the event it is necessary for either party of \nthis Agreement to undertake legal action to enforce any of the terms, \nconditions or rights contained herein, or to defend any such action, then the \nprevailing party in any such action shall be entitled to recover from the other \nparty all reasonable attorneys' fees, costs and expenses relating to such legal \naction or any appeal therefrom.\n\n 12.7 Notices. All notices required or permitted under this Agreement \nshall be sufficiently given when: (a) personally served or delivered; (b) \ndeposited, postage prepaid, with a guaranteed air courier service, addressed as \nstated herein, or to such other person or address either party may designate in \na notice; or, (c) by facsimile, with an original sent concurrently by first \nclass U.S. mail. Notice shall be deemed effective upon the earlier of actual \nreceipt or two (2) business days after transmittal.\n\n 12.8 Counterparts; Signature by Facsimile. This Agreement may be signed \nin counterparts, which shall together constitute a complete Agreement. A \nsignature transmitted by facsimile shall be considered an original for purposes \nof this Agreement.\n\n 12.9 Time is of the Essence. Time is of the essence with regard to this \nAgreement and the performance of the parties' obligations hereunder.\n\nIN WITNESS WHEREOF, NINTENDO and LICENSEE have entered into this Agreement on \nthe dates set forth below:\n\nNINTENDO: LICENSEE:\n\nNINTENDO OF AMERICA INC. BAY AREA MULTIMEDIA, INC.\n\n\nBy: \/s\/ JOHN BAUER By: \n ------------------------------ ------------------------------\n\nIts: Executive Vice President Administration Its:\n -----------------------------\nDate: 2\/18\/00 Date:\n ----------------------------\n\n\nPAGE 11\n \n 12\n\ncompletely expressed by this Agreement. Any amendment to this Agreement shall \nbe in writing, signed by both parties.\n\n 12.4 Governing Law; Venue. This Agreement shall be governed by, subject \nto and construed under the laws of the State of Washington. Any legal actions \nprosecuted or instituted by NINTENDO or by LICENSEE under this Agreement, with \nrespect to any matters arising under or growing out of this Agreement, shall \nonly be brought in a court of competent jurisdiction in King County, Washington \nand each party hereby consents to the jurisdiction and venue of such courts for \nsuch purposes.\n\n 12.5 Equitable Relief. LICENSEE acknowledges that in the event of its \nbreach of this Agreement, no adequate remedy at law may be available to \nNINTENDO and that NINTENDO shall be entitled to seek injunctive or other \nequitable relief in addition to any relief available at law.\n\n 12.6 Attorneys' Fees. In the event it is necessary for either party of \nthis Agreement to undertake legal action to enforce any of the terms, \nconditions or rights contained herein, or to defend any such action, then the \nprevailing party in any such action shall be entitled to recover from the other \nparty all reasonable attorneys' fees, costs and expenses relating to such legal \naction or any appeal therefrom.\n\n 12.7 Notices. All notices required or permitted under this Agreement \nshall be sufficiently given when: (a) personally served or delivered; (b) \ndeposited, postage prepaid, with a guaranteed air courier service, addressed as \nstated herein, or to such other person or address either party may designate \nin a notice; or, (c) by facsimile, with an original sent concurrently by first \nclass U.S. mail. Notice shall be deemed effective upon the earlier of actual \nreceipt or two (2) business days after transmittal.\n\n 12.8 Counterparts; Signature by Facsimile. This Agreement may be signed \nin counterparts, which shall together constitute a complete Agreement. A \nsignature transmitted by facsimile shall be considered an original for purposes \nof this Agreement.\n\n 12.9 Time is of the Essence. Time is of the essence with regard to this \nAgreement and the performance of the parties' obligations hereunder.\n\n\nIN WITNESS WHEREOF, NINTENDO and LICENSEE have entered into this Agreement on \nthe dates set forth below.\n\nNINTENDO: LICENSEE:\n\nNINTENDO OF AMERICA, INC. BAY AREA MULTIMEDIA, INC.\n\nBy: By: \/s\/ RAYMOND C. MUSCI\n --------------------------------- ------------------------------------\n\nIts: Executive Vice President, Its: President\n Administration -----------------------------------\n\nDate: Date: 2\/10\/99\n ------------------- --------------------\n\n\nPAGE 11\n\n 13\n\n SCHEDULE 1\n\n NINTENDO OF AMERICA INC.\n\n PRICE SCHEDULE\n\n GAME BOY LICENSED GAME PAKS\n\n<\/pre>\n
\n\n—————————————————————————————————-
\nMEMORY CAPACITY MBC BATTERY PREVIOUS NOA PREVIOUS “CLASSIC” PRICE NEW
\n PRICE (SHIPPED BEFORE 12\/31\/94) PRICE
\n—————————————————————————————————-
\n
\n256K $ [*] $ [*] $ [*]<\/p>\n512K MBC-1 $ [*] $ [*] $ [*]<\/p>\n
1 Megabit MBC-1 $ [*] $ [*] $ [*]<\/p>\n
2 Megabit MBC-1 $ [*] $ [*] $ [*]<\/p>\n
4 Megabit MBC-1 $ [*] $ [*] $ [*]<\/p>\n
8 Megabit MBC-1 $ [*]<\/p>\n
512K X 64K SRAM MBC-1 Battery $ [*] $ [*] $ [*]<\/p>\n
1 Megabit X 64K SRAM MBC-1 Battery $ [*] $ [*] $ [*]<\/p>\n
1 Megabit X 256K SRAM MBC-1 Battery $ [*] $ [*] $ [*]<\/p>\n
2 Megabit X 16K SRAM MBC-1 $ [*] $ [*] $ [*] <\/p>\n
2 Megabit X 64K SRAM MBC-1 Battery $ [*] $ [*] $ [*]<\/p>\n
4 Megabit X 64K SRAM MBC-1 $ [*] $ [*] $ [*]<\/p>\n
4 Megabit X 64K SRAM MBC-1 Battery $ [*] $ [*] $ [*]<\/p>\n
512K MBC-2 Battery $ [*] $ [*] $ [*]<\/p>\n
1 Megabit MBC-2 Battery $ [*] $ [*] $ [*]
\n—————————————————————————————————-
\n<\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
*Confidential Portions Omitted and Filed Separately with the Commission.<\/p>\n
PAGE 12<\/p>\n
14<\/p>\n
\n——————————————————————————–
\n
\n2 Megabit MBC-2 Battery $[*] $[*] $[*]
\n——————————————————————————–
\n<\/c><\/c><\/c><\/c><\/c><\/s><\/table>\nEXTRA PACKAGING (MUST BE ORDERED WITH PRODUCT ON A SEPARATE PO)<\/p>\n
Game Pak Box $[*]
\nInstruction Manual [*]
\nGame Pak Label [*]
\nGame Pak Poster [*]
\nWarranty Card [*]<\/p>\n
ALL PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. REV. 4\/1\/97<\/p>\n
*Confidential Portions Omitted and Filed Separately with the Commission.<\/p>\n
PAGE 13
\n 15
\n SCHEDULE 2<\/p>\n
NINTENDO OF AMERICA INC. PRICE SCHEDULE<\/p>\n
GAME BOY COLOR LICENSED GAME PAKS<\/p>\n
\n\n——————————————————————————–
\nMEMORY CAPACITY MBC BATTERY RUMBLE PAK PRICE
\n
\n——————————————————————————–
\n8 Megabit MBC-5 $[*]
\n——————————————————————————–
\n8 Megabit MBC-5 Yes $[*]
\n——————————————————————————–
\n8 Megabit X 64K SRAM MBC-5 Battery $[*]
\n——————————————————————————–
\n8 Megabit X 64K SRAM MBC-5 Battery Yes $[*]
\n——————————————————————————–
\n8 Megabit X 256K SRAM MBC-5 Battery $[*]
\n——————————————————————————–
\n8 Megabit X 256K SRAM MBC-5 Battery Yes $[*]
\n——————————————————————————–
\n16 Megabit MBC-5 $[*]
\n——————————————————————————–
\n16 Megabit MBC-5 Yes $[*]
\n——————————————————————————–
\n16 Megabit X 64K SRAM MBC-5 Battery $[*]
\n——————————————————————————–
\n16 Megabit X 64K SRAM MBC-5 Battery Yes $[*]
\n——————————————————————————–
\n16 Megabit X 256K SRAM MBC-5 Battery $[*]
\n——————————————————————————–
\n16 Megabit x 256K SRAM MBC-5 Battery Yes $[*]
\n——————————————————————————–
\n32 Megabit MBC-5 $[*]
\n——————————————————————————–
\n32 Megabit MBC-5 Yes $[*]
\n——————————————————————————–
\n32 Megabit X 64K SRAM MBC-5 Battery $[*]
\n——————————————————————————–
\n32 Megabit X 64K SRAM MBC-5 Battery Yes $[*]
\n——————————————————————————–
\n32 Megabit x 256K SRAM MBC-5 Battery $[*]
\n——————————————————————————–
\n32 Megabit x 256K SRAM MBC-5 Battery Yes $[*]
\n——————————————————————————–
\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n*Confidential Portions Omitted and Filed Separately with the Commission.<\/p>\n
PAGE 14
\n 16<\/p>\n
\n\n——————————————————————————–
\n
\n8 Megabit X 64K SRAM MBC-3 Battery $[*]
\n——————————————————————————–
\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\nEXTRA PACKAGING (MUST BE ORDERED WITH PRODUCT ON A SEPARATE PO)<\/p>\n
Game Pak Box $[*]
\nInstruction Manual [*]
\nGame Pak Label [*]
\nGame Pak Poster [*]
\nWarranty Card [*]<\/p>\n
ALL PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. REV. 2\/1\/99<\/p>\n
*Confidential Portions Omitted and Filed Separately with the Commission.<\/p>\n
PAGE 15 <\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6843],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9613,9616],"class_list":["post-42460","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bam-entertainment-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42460","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42460"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42460"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42460"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42460"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}