# Discord Store Distribution Agreement for Developers (Self-Service)

This Discord Store Distribution Agreement for Developers (“Agreement”) is by and between Discord, Inc., with a principal office located at 444 De Haro Street, San Francisco, California 94107 (“Discord”), and the person or entity identified in the “Legal Name” field in connection with the process of agreeing to this Agreement (“Developer”). Such process is referred to in this Agreement as the “Agreement Process”. The effective date of this Agreement is date on which Discord provides Developer with notice of its acceptance (“Effective Date”).

BY ELECTRONICALLY SIGNING THIS AGREEMENT OR CLICKING THE “I AGREE” OR SIMILAR BUTTON AS PART OF THE AGREEMENT PROCESS, DEVELOPER IS AGREEING TO BE BOUND BY THIS AGREEMENT.

### 1\. Definitions

1.1 “**Affiliate**” means, with respect to an entity, a person or entity that controls, is controlled by, or is under common control with such entity.

1.2 “**App(s)**” means the Developer games or other applications specified in connection with the Agreement Process and provided by Developer to Discord for distribution via the Discord Store, including, upon delivery to Discord, any App Updates, Error corrections for, and any Localized Versions of such Apps. Apps include only the versions of such games or applications that operate on Windows, Macintosh, or Linux operating systems, or other operating systems supported by Discord Store in the future.

1.3 “**App-Related Content**” means any online content, features or software specific to an App that is made available by Developer for purchase, download or online access separately from the App, whether through in- application purchase transactions or otherwise (for example, but without limiting the foregoing, App-themed virtual items, expansion packs, additional filters, codecs, stock multimedia, game scenarios or levels, additional functionality, etc.). App-Related Content also includes any services provided with respect to an App in exchange for a subscription payment.

1.4 “**App Term**” means the time period during which an App may be made generally available in the entire Territory for use by and/or distribution to Discord Store Account Owners on the Discord Store.

1.5 “**App Updates**” means any updates, corrections, and enhancements provided by Developer for use by any end user of the Apps and shall include any such updates, corrections, and enhancements made available to third parties or end users.

1.6 “**Demo Version**” means any demonstration versions of the Apps, if any.

1.7 “**Developer Marks**” means the trademarks, including logos, used by Developer for the Apps.

1.8 “**Discord Marks**” means Discord’s trademarks and logos that Discord provides to Developer for use in accordance with this Agreement.

1.9 “**Discord SDK**” means Discord’s rich presence or other software development kits made available by Discord to Developer for use in accordance with this Agreement.

1.10 “**Discord Software**” means the Discord SDK, the Discord Store SDK, and any other Discord software made available by Discord to Developer (for example, the API as defined in the Developer TOS) for use in accordance with this Agreement.

1.11 “**Discord Store**” means Discord’s online app distribution platform. For the purposes of this Agreement, “Discord Store” does not include any content from Developer, Discord, or other third parties.

1.12 “**Discord Store Account Owner**” means an end user of one or more of the Apps who has obtained a Discord Store account, agreed to Discord’s Discord Store Subscriber Agreement, and licensed a version of the Apps via the Discord Store.

1.13 “**Discord Store SDK**” means the software development toolkit for the Discord Store that is delivered to or made available to Developer for its use in accordance with this Agreement.

1.14 “**General Availability Date**” or “GA Date” means, for each App, the date such App is first made generally available in the entire Territory for use by and/or distribution to Discord Store Account Owners on the Discord Store. For clarity, the GA Date shall not be the first date of any beta testing or other limited availability.

1.15 “**Gross Revenue**” means revenue actually received and booked by Discord from its users in accordance with its standard accounting processes from Discord’s distribution of the Apps via the Discord Store pursuant to this Agreement.

1.16 “**Localized Version**” means any versions of the Apps created for specific languages or jurisdictions.

1.17 “**Net Revenue**” means Gross Revenue less (a) actual amounts attributed to returns, user fraud, charge-backs and refunds; (b) amounts collected for VAT (defined below); and (c) any amounts paid to third-party payment processors and money-transmitters.

1.18 “**Primary Platform**” means the operating system on which the majority of usage occurred during the seven (7) day period following the date of purchase (or free download) of an App, provided that if no usage occurred during that period, the Primary Platform shall be the operating system on which the Discord Store Account Owner purchased (or downloaded for free) the App,

1.19 “**Ratings Information**” means ratings information about the Apps obtained from ratings boards or government authorities (including, but not limited to, the ESRB).

1.20 “**Sales Data**” means non-personally identifiable sales data for Discord Store Account Owners that is retained by Discord and typically analyzed by Discord for its own computer games, including but not limited to sales rates by country.

1.21 “**Territory**” means (a) worldwide or (b) the jurisdictions authorized for distribution by Developer on Discord Store, if Developer has restricted an App’s distribution territory through the online tools provided by Discord for this purpose.

1.22 “**VAT**” means any value added tax, goods and services tax or any other similar tax, including any sales tax, service tax, gross receipt tax, or use tax imposed by any governmental authority in any country at any level.

### 2\. Rights and Licenses

2.1 **Apps License.** Developer hereby grants to Discord a license: (a) to copy, perform, display, modify, create derivative works of, and use the Apps for general access and as necessary to (i) enable the use and distribution of the Apps (including Demo Versions, Localized Versions and App Updates) via Discord Store, and (ii) support Discord Store Account Owners as described in this Agreement; and (b) to copy, perform, display, modify, create derivative works of, and use, transmit, sell, license and otherwise distribute the Apps via Discord Store to Discord Store Account Owners in the Territory. The foregoing license (the “Apps License”) shall be non-exclusive and worldwide. The only fees payable for the Apps License shall be as set forth in Section 6.1 of this Agreement. Any Territory restrictions shall apply to the sale or initial distribution of the App. Developer acknowledges and agrees that Discord Store Account Owners may receive subsequent distributions of Apps from locations outside the Territory.

2.2 **Appointment as Agent and Commissionaire.** Developer hereby appoints Discord as (i) its agent for the marketing and delivery of the Apps to Discord Store Account Owners located in the United States and (ii) its commissionaire (Agent with Developer as undisclosed Principal) for the marketing and delivery of Apps to Discord Store Account Owners located in the rest of the world. Developer hereby acknowledges that Discord will market and make the Apps available for download. In furtherance of Discord's appointment under this Section, Developer hereby authorizes and instructs Discord to:

(a) be merchant of record at the Discord Store and issue invoices for the purchase price payable by Discord Store Account Owners for the Apps; and

(b) otherwise use Apps, Information and associated metadata as may be reasonably necessary in the marketing and delivery of the Apps.

The parties acknowledge and agree that their relationship is, and shall be, that of principal and agent (U.S.), or principal and commissionaire (non-U.S.), as the case may be, and that Developer, as principal, is, and shall be, solely responsible for any and all claims and liabilities involving or relating to, the Apps. For completeness' sake, (i) Discord Store Account Owners located in the United States will enter into a license agreement for Apps with Developer (effectuated by Discord in the name of and on behalf of Developer), and (ii) Discord Store Account Owners located in the rest of the world will enter into a license agreement for Apps with Discord (but for the risk and account of Developer).

2.3 **Marketing License.** Developer hereby grants to Discord a royalty-free license, during the Term, to copy, perform, display, create derivative works of, use, and distribute (a) the Developer Marks and (b) materials from the Apps (for example, screenshots), marketing material (for example, videos), and ratings information in connection with the promotion, marketing, licensing, sale, and distribution of the Apps and the exercise of Discord’s other rights under this Agreement. The foregoing license shall be non-exclusive and worldwide.

2.4 **Discord Store and Discord Software License.** Discord hereby grants to Developer a non-exclusive, royalty-free, license, during the Term, to use the Discord Store solely as necessary to fulfill Developer’s obligations under this Agreement. Developer’s use of the Discord Software shall be subject to the Discord Developer Terms of Service currently located at https://discord.com/developers/docs/legal (the “Developer TOS”).

2.5 **Discord Trademark License.** Subject to Discord’s prior written approval in each case, Discord hereby grants to Developer a non-exclusive, royalty-free, license, during the Term, to publicly display the Discord Marks solely in marketing materials for the Apps. All such use of the Discord Marks must be in accordance with, Discord’s trademark and other brand guidelines made available to Developer.

2.6 **Open Source Software.** Except as otherwise expressly agreed in writing, Developer shall not distribute via Discord Store, or combine any Discord materials with, open source or other software that is licensed under terms that purport to bind Discord to contractual obligations (e.g., the GNU General Public License or Lesser General Public License).

2.7 **License Upon Termination.** In addition, upon termination of this Agreement, Developer hereby grants to Discord a non-exclusive, worldwide, perpetual, irrevocable, fully-paid-up license to use, reproduce, transmit and distribute the Apps and any error corrections in object code form via electronic delivery solely to Discord Store Account Owners that have licensed a Discord distributed version of the Apps prior to the date of any termination of this Agreement, and Developer will continue to give Discord Store Account Owners access to online features of the App on an equal, non-discriminatory basis with other users, for so long as Developer supports such online features.

2.8 **Reservation of Rights.** Except as expressly provided herein, Developer retains all right, title and interest in and to the Apps and the Developer Marks, and Discord retains all right, title and interest in and to Discord Store, the Discord Software, and the Discord Marks. Each party reserves all rights not expressly granted in this Agreement.

### 3\. App Submissions

3.1 **Submission.** Developer shall submit each App (or Localized Version) to Discord for distribution via the Discord Store concurrently with the first commercial release of each App (or Localized Version), or, if already commercially released as of the Effective Date, within thirty (30) days of the Effective Date. Developer shall also submit to Discord any Localized Versions when generally available, but in no event later than they are provided to any other third party for commercial release. All submissions must be in object code form, and in the format reasonably requested by Discord. Developer will ensure that any password needed to access its Discord Store account is treated as Confidential Information, and agrees that it will be responsible for any use of that password, whether by Developer or any third party.

3.2 **Testing.** Before submitting any software to Discord, Developer shall perform quality assurance and other error and bug testing of the Apps (including any Localized Versions and all App Updates), in a professional manner consistent with industry standards. Discord may also conduct hardware and software compatibility and performance testing on the Apps, either itself or via a third party.

3.3 **Compatibility.** Developer shall make the Apps compatible with Discord Store services that Developer may choose to use. Developer shall use reasonable efforts to maintain compatibility of the Apps with future versions of Discord Store.

3.4 **App-Related Content.** If Developer distributes an App and App-Related Content for that App via any channel other than Discord Store, Developer will deliver the App-Related Content to Discord simultaneously to enable Discord to make such App-Related Content available to Discord Store Account Owners. In addition, to the extent any App supports the sale of digital items or digital currency for use in the App, Developer shall not allow or facilitate the redemption or exchange of such digital items or digital currency for real-world currency.

3.5 **No Links to Other Stores.** Developer will ensure that Apps distributed via Discord Store will not include functionality from or links or references to any store other than Discord Store, or any other payment or purchase facility.

3.6 **User Reviews.** Discord may, in its discretion, make available a user review system for Apps. Developer shall not manipulate the user review system for Apps, including but not limited to soliciting positive reviews in exchange for value.

3.7 **Ratings Information.** Discord will facilitate Developer’s inclusion of Ratings Information for Apps in the Discord Store. Developer agrees to provide via the Discord Store current and accurate Ratings Information for each App.

3.8 **Privacy and App Sales Data.** Subject to Discord’s privacy policy, the current version of which is located at discord.com/privacy, (the “Discord Privacy Policy”) the Discord Store Subscriber Agreement, applicable laws and any other obligations Discord has to a third party or otherwise, Discord will provide Developer with Sales Data for the Apps. The Discord Privacy Policy is hereby incorporated into this Agreement.

### 4\. Marketing and Publicity

4.1 **Marketing.** Discord may, at its own expense and sole discretion, market and promote the Apps via Discord Store and other channels, including but not limited to the Discord and Discord Store web sites and shall include the right to distribute promotional copies of the App(s).

4.2 **Press Releases and Press Accounts.** Discord and Developer may reference in public statements the fact that the Apps are or will be available on Discord Store; however, any press release about the other Party shall be subject to the prior approval of the other Party. Discord may make the Apps available to journalists via press subscription accounts free-of- charge in order to enable such journalists to evaluate and review the Apps.

4.3 **Demo Versions.** If Developer releases a Demo Version outside of the Discord Store that includes a reference regarding the method(s) to purchase the App, Developer shall cooperate with Discord to include a reference to Discord Store in that version.

### 5\. Support

5.1 **Developer Support to Discord.** Developer shall with respect to each App: (a) correct within a reasonable period of time all material bugs, errors, or defects in the Apps (collectively, “Errors”) of which Discord informs Developer; (b) deliver all App Updates when made available to any other third party; (c) provide such other reasonable additional support as Discord may reasonably request. If, in Discord's sole judgment, an App contains Errors or is otherwise of insufficient quality to meet Discord’s standards, it may suspend the availability of such App in the Discord Store.  In the event Discord has suspended the availability of all Apps under this Agreement, it may terminate this Agreement for convenience. In addition, Developer must implement the Discord Store SDK in a manner that is safe and secure for the Discord Store Account Owner.  Discord may, but shall not be obligated to, correct any security vulnerabilities in Developer’s implementation of the Discord Store SDK and Developer shall provide assistance with such corrections as requested by Discord.  If Discord cannot reasonably correct any such vulnerabilities, or Discord determines that Developer should correct them, Developer shall correct such vulnerabilities.

5.2 **Developer Support to End Users.** Developer will provide support to Discord Store Account Owners who have acquired a copy of the Apps, at the same level that Developer provides customer support for such applications made available directly or via other channels. Such support shall include but not be limited to responding to questions and assisting customers in the diagnosis and correction of issues encountered in using the Apps.

5.3 **Discord End User Support.** Provided that Developer has complied with its support obligations in this Section 5, Discord will provide a reasonable level of support for issues related to Discord Store reported by Discord Store Account Owners.

### 6\. Revenue, Reporting, and Payments

6.1 **Licensee Fees or Other Fees.** Within thirty (30) days after the end of each calendar month, Discord will provide to Developer a report of Gross Revenue and Net Revenue for such month (each a “Monthly Report”). Each Monthly Report will contain activity for the current month as well as any Net Revenue adjustments for prior months reported by payment processors in the current month. Unless mutually agreed by Discord and Developer in a separate written agreement executed by both parties, Discord will pay to Developer ninety percent (90%) of the Net Revenue on the Monthly Report (the “License Fees”) within thirty (30) days after the Monthly Report is published, in no event later than sixty (60) days from the end of the of the calendar month covered by the Monthly Report. For completeness' sake, the remaining ten percent (10%) of the Net Revenue retained by Discord shall be payment of the consideration by Developer to Discord for the services and activities performed by Discord under this Agreement. Developer acknowledges and agrees that Discord, in the course of acting as agent or commissionaire of Developer, is hosting the Apps, and is allowing the download of those Apps by Discord Store Account Owners, on behalf of or respectively for the risk and account of Developer. All of the Apps and App-Related Content shall be marketed by Discord, on behalf of Developer, to Discord Store Account Owners at the prices established by Developer. Developer may change the price for any Apps or App-Related Content at any time, at Developer’s discretion, upon notice to Discord. As agent or commissionaire for Developer, Discord shall be solely responsible for the collection of all prices payable by Discord Store Account Owners for Apps acquired by those Discord Store Account Owners.

6.2 **Taxes.** In the event that any remittance made by Discord to Developer is subject to any VAT, the full amount of such VAT shall be solely for the account of Developer, and will not reduce Discord's fee amount to which Discord is entitled on such transaction. To the extent required under applicable law, Discord will deduct the full amount of such VAT from the amount owed to Developer, and will pay the full amount withheld to the competent tax authorities. Discord will use commercially reasonably efforts to obtain, and to furnish to Developer, copies of official tax receipts or similar evidence of payment, confirming payment of such VAT to the competent tax authorities. Developer will indemnify and hold Discord harmless against any and all claims by any competent tax authorities for any underpayment of any VAT, and any penalties and/or interest thereon, including, but not limited to, underpayments attributable to any erroneous claim or representation by Developer as to its entitlement to, or any disqualification of Developer for, the benefit of a reduced rate of withholding tax..

6.3 **Minimum Monthly Payment and Negative Amounts.** In the event amounts due to Developer for a given month do not exceed one hundred U.S. dollars ($100), Discord may elect to not remit payment for that month, and may instead accumulate payments due until they exceed one hundred U.S. dollars ($100) as of the end of a future monthly payment cycle. Also, to the extent that the payment calculation in a Monthly Report results in a negative amount, that negative amount will be carried forward and deducted from any future amounts otherwise payable to Developer by Discord under this Agreement.

6.4 **Multi-Platform Apps.** To the extent that Developer has submitted to Discord Store versions of an App for multiple operating systems (for example, a Mac version, and a Windows version) such versions shall be sold together as a single "hybrid" App unit on Discord Store. Accordingly, a Mac version of any App, a Windows version of an App, and a Linux version of an App shall not be considered separate sales when calculating the payments due to Developer hereunder.

### 7\. Term

7.1 **Term.** The term of this Agreement (“Term”) shall begin on the Effective Date and continue until the end of the latest App Term for any App unless earlier terminated in accordance with this Agreement.

7.2 **App Term.** With respect to each App, the App Term shall commence on the GA Date for such App and continue for one (1) year (the “Initial App Term”); and shall automatically renew for successive one (1) year periods ("Renewal Term") until terminated by either party pursuant to Section 7.3 or Section 7.4 below.

7.3 **Termination for Cause.** Either party may terminate this Agreement upon written notice at any time if the other party is in breach of this Agreement and has failed to cure that breach within thirty (30) days after written notice of that breach. In addition, either party may terminate this Agreement immediately upon written notice if the other party (a) becomes insolvent or makes an assignment for the benefit of creditors; (b) files a petition, or has a third party file a petition with respect to it, under any bankruptcy or similar statute; or (c) materially breaches this Agreement and such breach is not capable of cure.

7.4 **Termination for Convenience.** Either party may terminate this Agreement for convenience (with or without cause), during any Renewal Term, by providing the other party with thirty (30) days prior written notice of such termination, provided that during such period the parties have reasonably discussed and agreed on a process for sunsetting the Apps (a “Sunset Process”). In the event that a Sunset Process has not been agreed upon within such 30-day period, or the Sunset Process requires that this Agreement remain fully in force for longer than such 30-day period, this Agreement will not terminate until the completion of the Sunset Process.. In addition, Discord may terminate this Agreement immediately at any time upon written notice to Developer in the event that Discord (a) determines in its discretion that any or all Apps are not suitable for distribution via the Discord Store or (b) ceases to operate the Discord Store or the self-service portion of the Discord Store.

7.5 **Survival.** Sections 2.5, 2.6, 3.1 - 3.7, 5.2 (only with respect to supporting Discord Store Account Owners that have licensed an App prior to termination or expiration), 6 (only with respect to amounts that accrued prior to termination or expiration), 7.5, and 8 - 13, and any then-existing Discord Store Account Owner licenses to Apps, shall survive any termination or expiration of this Agreement.

### 8\. Warranties and Disclaimer

8.1 **Mutual Representations and Warranties.** Each party represents and warrants that (a) this Agreement has been duly and validly executed and delivered by such party; (b) it has all necessary power and authority to execute and perform its obligations under this Agreement; and (c) its execution and performance of this Agreement will not violate any applicable law or regulation or violate any rights of, or breach any obligation owed to, a third party.

8.2 **Developer Representations and Warranties.** Developer represents and warrants that (a) it originally created the Apps (which, for purposes of this Section 8.2, include Demo Versions, Localized Versions and App Updates) and the Developer Marks, or otherwise has the rights necessary to grant the licenses and to fulfill its obligations under this Agreement; (b) the Apps will conform to any documentation for the Apps; (c) the Apps and the Developer Marks do not infringe any right of any third party, including but not limited to any intellectual property right or right of publicity or privacy; (d) the Apps do not violate any terms of the Discord Store Subscriber Agreement; (e) it is in compliance with and will comply with all applicable laws and regulations, and its privacy policy, in connection with this Agreement, including but not limited to its use of any end user data supplied by Discord to Developer under this Agreement; (f) it has all necessary rights to any content or information it submits to Discord through the Discord Store partner portal or using any Discord Store-provided partner or publishing tools; and (g) the Apps do not contain any software viruses, trojan horses, or any other harmful or malicious code. Developer further represents and warrants that neither it nor its agents are on any list maintained by the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) of persons, entities, or prohibited or restricted jurisdictions (“Restricted List”) and Developer shall promptly notify Discord in writing if it is no longer in compliance with, or is likely to become noncompliant with, the foregoing representation or warranty. In such event, or if Developer or any of its agents are on any OFAC Restricted List, Discord, in addition to any other remedies, shall have the right to terminate this Agreement immediately without providing Developer an opportunity to cure.

8.3 **Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, EACH PARTY DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL MATERIAL PROVIDED BY SUCH PARTY HEREUNDER IS PROVIDED “AS IS” AND WITHOUT WARRANTY OR REPRESENTATION.**

### 9\. Indemnification

Developer will indemnify, defend (upon Discord’s written request), and hold harmless Discord and its Affiliates, successors, officers, directors and employees from any loss, liability, expense or damage (including attorneys’ fees) (“Liabilities”) arising out of any third party action, cause of action, claim or demand (each, a “Claim”) alleging a breach by Developer of its representations and warranties under Section 8 of this Agreement. Discord will promptly notify Developer of a Claim, provided that any delay in providing such notice shall relieve Developer of its obligations only to the extent that such delay materially prejudiced Developer. If Discord requests Developer to defend a Claim, Discord shall give Developer sole control of the defense of the Claim, provided that Developer shall not settle or otherwise dispose of any Claim in any manner that imposes fault or other liability on Discord. Discord may, at its own expense, participate in any such defense with its own counsel.

### 10\. Limitation of Liability

EXCEPT FOR BREACH OF SECTION 12 (CONFIDENTIALITY), IN NO EVENT SHALL DISCORD BE LIABLE FOR (A) ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR (B) ANY DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY PROVISION HEREIN, REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

### 11\. Governing Law, Jurisdiction, and Venue

This Agreement will be governed by and construed in accordance with the laws of the State of California, without reference to conflicts of laws principles. Any claim or dispute between the parties that arises in whole or in part from this Agreement or Developer’s use of the Discord Store shall be decided exclusively by a court of competent jurisdiction located in Santa Clara County, California. Developer hereby consents to, and waives all defenses with respect to, venue and jurisdiction in the state and federal courts of Santa Clara County, California.

### 12\. Confidentiality

12.1 "**Confidential Information**" means all non-public information that is identified as being confidential or which should reasonably be understood to be confidential, which includes without limitation, information relating to released or unreleased products, marketing or promotion of any product, financial information, business policies or practices, personnel, pricing and sales information, technology, computer programs, unpublished works of original authorship, trade secrets, or information received from third parties that the disclosing party is obligated to treat as confidential. Without limiting the foregoing, the terms of this Agreement and Sales Data shall be Discord’s Confidential Information. Confidential Information shall not include information that: (i) is or becomes generally known or available by publication, commercial use or otherwise through no fault of the receiving party; (ii) is known by the receiving party without restriction at the time of disclosure; (iii) is independently developed by the receiving party without the use of any Confidential Information received from the disclosing party; or (iv) is lawfully obtained without restriction from a third party that has the right to make such disclosure.

12.2 The receiving party shall use Confidential Information it receives solely in connection with its performance under this Agreement, and shall disclose such Confidential Information only to employees and contractors who have a need to know such Confidential Information for purposes of this Agreement and are bound by written confidentiality obligations at least as restrictive as those herein. The receiving party shall protect Confidential Information from unauthorized disclosure and use with the same degree of care that it uses to protect its own Confidential Information, but in no event less than reasonable care.

12.3 Notwithstanding the foregoing, the receiving party may disclose Confidential Information as necessary to comply with any court order or applicable law or regulation, provided that such party to the extent reasonably possible gives prior written notice to the other party of the possibility of such disclosure and to resist or limit disclosure, including without limitation reasonably cooperating with the other party in seeking a protective order or other similar relief.

12.4 After termination of this Agreement or receiving earlier written request from the other party, the receiving party shall promptly return or delete the Confidential Information received from the disclosing party.

### 13\. General Provisions

13.1 **Independent Contractor.** The parties to this Agreement are independent contractors. This Agreement does not create any joint venture, partnership, or other business entity.

13.2 **Notices.** Any notices required by this Agreement must be sent in writing via overnight delivery by a nationally recognized courier service (e.g., FedEx) or first-class mail, signature required and shall be deemed effective upon signature acknowledging receipt by the party receiving notice. All such notices must be addressed to the receiving party at the address stated at the top of this Agreement with attention to the individual executing this Agreement on behalf of such party.

13.3 **Assignment.** Neither party may assign or otherwise transfer this Agreement or its rights hereunder without the other party’s prior written consent, except that such consent shall not be required for (a) a party to transfer this Agreement to an Affiliate or in connection with a merger, acquisition, or other corporate combination, or the sale of all or substantially all of such party’s assets, provided that the successor party is not a competitor of the non-transferring party and the transferring party provides prompt notice of such transfer; or (b) Discord to assign, or sublicense some or all of, its rights under this Agreement to any of its Affiliates or to a subcontractor. Such transfer or assignment shall not relieve the transferring or assigning party of its obligations hereunder. Any attempted transfer or assignment by either party in violation of this Section shall be void and of no effect and will constitute a breach by the party attempting such transfer or assignment. This Agreement will be binding upon any permitted successor.

13.4 **Headings.** The section headings used herein are for convenience only and shall not be given any legal import.

13.5 **Severability.** If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect.

13.6 **No Waiver.** The failure of a party to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision, and no waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

13.7 **Modifications.** This Agreement may not be modified except by a written agreement dated signed on behalf of Discord and Developer by their respective duly authorized representatives.

13.8 **Complete Agreement.** This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications and agreements between the parties with respect to such subject matter. Neither party has relied in entering into this Agreement on any statement, inducement or representation that is not set forth in this Agreement. Each party agrees that electronic signatures may be used to authenticate this writing and, if so used, will have the same force and effect as manual signatures.
