PLAYSTATION® SMALL APPLICATIONS AGREEMENT (MINIS)

PLEASE SCROLL DOWN AND READ THIS AGREEMENT CAREFULLY. TO BECOME A PLAYSTATION® SMALL APPLICATIONS DEVELOPER OR PUBLISHER, YOU MUST AGREE TO THESE TERMS BY CLICKING ON THE “ACCEPT” BUTTON BELOW. IF YOU DO NOT AGREE TO THESE TERMS, YOU WILL NOT BE ABLE TO PROCEED.

THIS IS A LEGALLY BINDING AGREEMENT BETWEEN THE ORGANISATION NAMED IN YOUR APPLICATION AND PLAYSTATION NETWORK EUROPE LIMITED (“PSNE”).

The meanings of all capitalised terms used in this Agreement are set out in Schedule 1 below unless otherwise stated.

LICENCE TO DEVELOP AND PUBLISH ONLINE PRODUCTS

1.1 Subject to the terms of this Agreement, we grant you a non-exclusive, non- transferable licence, within the Territory, to: (i) borrow and use the Development Tools to develop Online Products and to provide Online Products to (and only to) other Licensed Publishers; (ii) market, advertise and promote Online Products; (iii) publish Online Products through PSNE on the Small Applications Store only; and (iv) sublicense Users the right to use Online Products for personal, non- commercial purposes in conjunction with the PlayStation Systems only, and not with other devices or for public performance.

1.2 You may advertise Online Products, and may serve, provide or include advertising for Online Products or other products, product placement and sponsorship in or in conjunction with Online Products, including dynamic advertisements. However, all such advertising, product placement and sponsorship must be carried out strictly in accordance with the Guidelines and dynamic advertising may only be served, provided or included in conjunction with our nominated advertising distribution partners. We reserve the right to require you to submit any or all Advertising Materials to us in advance of distribution.

1.3 We or any Affiliate may commercially exploit concept(s) and/or product(s) which are coincidentally similar to any Online Product concept or product, which have been independently developed by us, any Affiliate or any third party without reference to or reliance upon your work.

1.4 We may change any term of this Agreement at any time on reasonable notice and you must accept any new terms provided to you by us, in the manner specified by us, in order to continue to exercise your rights under this Agreement.

2. ORDERS AND DELIVERY OF TOOLS

2.1 Development Tools may be ordered from time to time via our nominated website. We shall be free to reject, in our discretion, any order for Development Tools. We

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do not guarantee that Development Tools will be available when ordered.

2.2 If we accept your order for Development Tools, and receive the fees and charges specified under Section 14.1, we shall: (i) deliver the hardware component of the Development Tools, when available, to the Development Site(s); and (ii) provide you with one copy of the software component of the Development Tools and related documentation in a form and manner to be determined by us.

2.3 In the event of any failure or breakdown of any hardware component of the Development Tools, you must promptly notify us and we shall, at our sole election, either repair or replace the hardware component of the Development Tools, at no cost to you provided: (i) you have given notice within six months of the date of the delivery of the relevant Development Tools; (ii) the failure or breakdown is due to defects in materials and/or workmanship which materially diminish or impair the functionality of the Development Tools; and (iii) the failure or breakdown is not attributable in whole or in part to your negligence or misuse.

3. USE OF THE TOOLS

3.1 The Development Tools may be used strictly and only in accordance with the terms of this Agreement and only in connection with the development of Online Products pursuant to Section 1.1. You must not use, nor permit the use of, the Development Tools for any other purpose whatsoever.

3.2 Save as permitted by law, you shall not without our prior written consent in each case or as expressly authorised in this Agreement or the documentation provided to you under Section 2.2:

3.2.1 make any addition, alteration or improvement to the Development Tools;

3.2.2 knowingly carry out any procedure within the software component of the Development Tools which bypasses the operating system within the hardware component of the Development Tools and transmits programming instructions direct to the registers and/or addresses of the computer chips comprised in such operating system;

3.2.3 directly or indirectly disassemble, decrypt, electronically scan, peel semiconductor components from, decompile or otherwise reverse engineer in any manner, or attempt to reverse engineer or otherwise derive any source code from, all or any portion of the Development Tools, or permit, assist or encourage any third party to do so or acquire or use any materials from any third party who does so;

3.2.4 copy the software component of the Development Tools or any related documentation, and shall procure that no other person shall make any copies of such software or documentation in any material form, or transfer such software or documentation in whole or in part into any

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medium other than that in which they are delivered to you under this Agreement, save that you are authorised to: (i) make and install copies of the software component of the Development Tools on multiple clients to be served by one unit of the Development Tools; (ii) copy the libraries contained within the software component of the Development Tools where necessary for the creation of Online Products and, in those cases, solely to the extent necessary to integrate the libraries into Online Products; and (iii) make and maintain one copy per Development Site of the software component of the Development Tools solely for archival and/or backup purposes. Additional copies of any relevant documentation may be ordered from PSNE; or

3.2.5 otherwise use, modify, reproduce, sublicense, distribute, create derivative works from, transfer into any medium other than that in which they are delivered or otherwise provide to third parties, the Development Tools, in whole or in part.

3.3 You may study the performance, design and operation of the Development Tools solely for the limited purposes of developing and testing Publisher Software, or to develop tools to assist you with the development and testing of Publisher Software. Any tools developed or derived by you as a result of studying the performance, design or operation of the Development Tools shall be considered derivative works of the Development Tools and shall be owned by us, but may be treated as your trade secrets. In no event shall you patent any tools, methods or applications created, developed or derived from the Development Tools. You shall not make available to any third party any tools developed or derived from the study of the Development Tools without our express written permission. Use of such tools shall be strictly limited to the creation or testing of Online Products and any other use, direct or indirect, of such tools is strictly prohibited. You shall bear all risks arising from incompatibility of your Online Products and the PlayStation Systems resulting from use of tools which you create.

4. DEVELOPMENT OF ONLINE PRODUCTS

4.1 Online Products must fully comply with the Guidelines as and when the Guidelines are published or within a commercially reasonable time following receipt. You shall not be required to implement any revisions to the Guidelines in respect of anything already notified under Section 5.1 unless we consider this to be reasonably necessary.

4.2 You may not create any Online Products to be used in conjunction with any peripherals (e.g., controllers, memory storage devices, etc.) without our prior written consent.

4.3 To the extent permitted by law, you must not at any time develop any Online Products using any development system hardware or software not authorised and licensed by us pursuant to the express terms of this Agreement. If you use any third party tools to develop the Online Products, you shall be responsible at your Sony Computer Entertainment Europe Small Applications Agreement CONFIDENTIAL 3

sole risk and expense for ensuring that you have obtained all necessary licences.

5. QUALITY STANDARDS FOR ONLINE PRODUCTS

5.1 Before publishing any Online Product, you must comply with all requirements for format quality assurance of Online Products on a product-by-product basis, as specified in the Guidelines.

5.2 If at any time after we have approved any part of an Online Product pursuant to Section 5.1, we identify a material defect with respect to any Online Product (such materiality to be determined by us in our sole discretion), or if we identify any improper use of the Development Tools, you shall, at your cost, promptly correct any such material defects, or improper use, to our commercially reasonable satisfaction (which may include publication of an update, upgrade or technical fix to an Online Product).

6. RATING REQUIREMENTS

6.1 No Online Product may be marketed, advertised, promoted, published, distributed, supplied or sold unless it bears a consumer advisory age rating, consisting of a rating code and product descriptors, either as required by local law or as issued by, and following the rating display requirements of, a consumer advisory ratings system designated by us. You shall be responsible for all costs and expenses incurred in connection with obtaining such rating. No Online Product nor any Advertising Materials may bear more than one consumer advisory rating. Any Online Product that can be used with a previously-published Online Product must bear a rating that is the same as or lower than the rating issued to the previously-published Online Product, unless we otherwise agree in writing.

6.2 You must comply with our policies in relation to the protection of children engaging with Online Products.

7. SUPPORT

We or any Affiliate may provide advice or support to you from time to time to assist you with the development and publication of Online Products. Such advice or support is provided at the sole option of us or any Affiliate, and we reserve the right to change, suspend, remove or disable access to any such advice or support, or to impose limits on its use, at any time without notice without incurring any liability to you. Any Publisher Software or other software, materials or information provided by you to us or any Affiliate to enable us or any Affiliate to provide such advice or support shall be provided at your own risk.

8. DISTRIBUTION OF ONLINE PRODUCTS OVER THE PLAYSTATION NETWORK

8.1 At your request, we may offer and supply specified Online Products to Users over

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the Small Applications Store in accordance with, and subject to, the terms of this Agreement.

8.2 Such requests must be notified to us, with details of your charge to us for the Online Products concerned, at the times and in the form and manner set out in the Guidelines (“Product Notification”). Any changes to the information in a Product Notification must be notified to us by way of a separate Product Notification. You shall also provide metadata and other details of each Online Product to us as set out in the Guidelines.

8.3 There will be no obligation on us to supply any Online Product under this Agreement until we have accepted the relevant Product Notification, and each accepted Product Notification will constitute a separate contract between us. All such contracts, and all Product Notifications, are subject to the terms of this Agreement, and your own terms and conditions shall have no effect.

8.4 You shall be responsible for ensuring the accuracy and completeness of all Online Products and the metadata and other information provided to us under Section 8.2. We shall have no obligation to you to review such Online Products or the metadata or information provided under Section 8.2 to determine whether any such Online Products, metadata or information are accurate or complete or whether they may result in any liability to any third party.

8.5 The management of the PlayStation Network and the timing, manner, extent and duration of any offer, display, supply, distribution, delivery, marketing, advertising and promotion of Online Products (including the decision as to which part(s) of the PlayStation Network on which to display, offer, distribute or advertise Online Products) shall be determined by us alone, acting reasonably and in good faith. We will determine the price, if any, at which Online Products are made available to Users in our sole discretion.

8.6 Any terms or conditions imposed by you on Users of any Online Product must comply with applicable law and must not be inconsistent with any agreement between us and Users, or this Agreement. We reserve the right to review such terms, but shall have no liability for the content of such terms.

8.7 We shall be entitled to suspend the PlayStation Network, including the offer or supply of a particular Online Product, without incurring any liability to you, in the event that, and for as long as, we consider this to be reasonably necessary.

9. ONLINE GAMEPLAY OVER THE PLAYSTATION NETWORK

With PSNE’s prior written consent, you may develop Online Products designed to allow Online Gameplay. Such Online Products must comply with the terms of Schedule 2 below.

10. LICENCE TO DISTRIBUTE ONLINE PRODUCTS OVER THE PLAYSTATION NETWORK

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10.1 You grant to us throughout the Territory a licence to: (i) sell and electronically distribute Online Products (either alone or as part of a compilation) and Product Information to Users over the PlayStation Network and, for that purpose, to copy Online Products and Product Information; (ii) show, play and communicate Online Products and Product Information to the public over the PlayStation Network; (iii) sublicense Users the right to browse and download, and the perpetual right to store and use, the Online Products for personal, non-commercial purposes in conjunction with each of the PlayStation Systems and Users’ PlayStation Network accounts only, and not for public performance, and to permit all such rights to be exercised, in respect of each Online Product downloaded by a User, to the extent specified in the Guidelines without further payment obligation on us under Section 14 (or otherwise) or on the User; (iv) in accordance with the Guidelines, or as otherwise agreed between us, market, advertise and promote Online Products to Users, and reproduce and distribute through any media now known, or later developed, Product Information and extracts of Online Products, refer to Online Products, and utilise your name and/or logo and trademarks for the purposes of advertising, marketing and promoting Online Products, the PlayStation Systems or the PlayStation Network; and (v) make and retain copies of each Online Product and Product Information as may be necessary for User support, and for archiving, administrative and legal purposes.

10.2 The licences granted under Section 10.1 will continue for as long as may be necessary to enable us to exercise our rights and to fulfil our obligations under this Agreement.

10.3 We shall only be taken to have exercised our rights under Section 10.1 in respect of any Online Product in a particular country where our activities in respect of that Online Product are directed at that country. Access to, use of or download of such Online Product via the PlayStation Network by a User outside the Territory shall not constitute a breach of this Agreement or a breach of your or any other person’s Intellectual Property Rights.

10.4 We shall be entitled to permit a User, in accordance with the terms of Section 10.1(iii), to re-download and use any Online Product it previously legitimately downloaded whether for payment or otherwise via the PlayStation Network, where that User’s PlayStation System is replaced (whether pursuant to the warranty or otherwise) without further payment obligation on us under Section 14 (or otherwise) or on the User.

11. USER DATA

All information provided by Users to us shall be owned by us or our Affiliates and, subject to the provisions of this Section 11, we shall have no obligation to disclose that information to you. We shall disclose personal data provided to us by Users where we consider it necessary in order to enable you to fulfil your obligations under this Agreement provided we are entitled by law to do so.

12. COMPLIANCE INSPECTIONS Sony Computer Entertainment Europe Small Applications Agreement CONFIDENTIAL 6

If we have reasonable cause to suspect that you are in breach of any obligation under this Agreement, then any person(s) duly authorised by us shall be entitled, with or without advance notice but only during your normal business hours, to inspect the site(s) at which the Development Tools (and any copies) are being used and PSNE Confidential Information in your possession, in order to verify such breach. At our request, you shall prepare and provide an inventory report of the Development Tools in your possession within 30 days of such request, detailing each current physical location.

13. LIMITATIONS AND RESERVATIONS

13.1 This Agreement does not grant any right or licence in respect of, and you shall not use, the Development Tools or any of the PSNE Intellectual Property Rights except as expressly authorised under this Agreement and in strict compliance with the terms and conditions of this Agreement. No other right or licence is to be implied by or inferred from any provision of this Agreement or our conduct.

13.2 All rights with respect to the Development Tools, the PlayStation Systems, the PlayStation Network, any services provided via the PlayStation Network, any development undertaken by us to integrate, display or supply the Online Products and anything created or developed by us in the course of exercising our rights and obligations under this Agreement, including all PSNE Intellectual Property Rights in any of the same, are the exclusive property of us or our Affiliates. You shall not register any trademark in your own name or in any other person’s name, or use, or obtain rights to use internet domain names or addresses, which are identical or similar to, or are likely to be confused with, any of our trademarks or of any Affiliate. Nothing contained in this Agreement shall be deemed to grant you the right to use the trademark “SONY” in any manner or for any purpose. Nothing in this Section 13 shall be taken to prevent you from challenging the validity of the PSNE Intellectual Property Rights.

13.3 We reserve the right to require you to use an authentication or authorisation system to be provided, licensed or designated by us to authenticate and verify all Online Products and units of the PlayStation Systems.

13.4 Separate and apart from the rights expressly licensed to you by us under this Agreement, as between us, you retain all rights, title and interest in and to the Online Products including any source code and other underlying material such as artwork and music (separate and apart from any Development Tools), Product Information and Advertising Materials, and all Intellectual Property Rights in them, and any names used as titles for the Online Products and other trademarks used by you.

14. PAYMENT

14.1 Prior to delivery, you must pay us fees for the loan and delivery of each unit of the Development Tools at the rates specified by us either in writing or via our nominated website. Sony Computer Entertainment Europe Small Applications Agreement CONFIDENTIAL 7

14.2 At the end of each month of the Term, we shall calculate the amount owed to you, at the rate agreed under Section 8.3, in respect of each sale by us to a User of an Online Product for that month, if any, and shall provide a statement to you of such amount by the twelfth working day of the following month. For the avoidance of doubt, you shall be entitled to be paid at the agreed rate once only in respect of the sale of an Online Product to a User irrespective of whether the User subsequently plays or accesses that Online Product via all, some or one of the PlayStation systems. Where you have agreed to PSNE using self-billed invoices, these shall be issued with your monthly statement and payment to you shall be made by the end of the month in which the statement and invoice are provided under this Section 14.2. Otherwise, you must issue an invoice to us for the full amount owed to you which will be paid by us either: (i) if we receive the invoice before or on the 15th day of the month, by the last day of that month; or (ii) if we receive the invoice after the 15th day of the month, within 30 days of receipt. When making payment under this Section 14.2, we shall be entitled to offset any fees owed to us pursuant to Section 14.3 which have arisen during the month to which your invoice relates.

14.3 If we have to refund the price paid to the User for any sale due to a defect in an Online Product or your breach of this Agreement, we shall not be obliged to make any payment to you under Section 14.2 in respect of that sale. All refunds will be itemised in the statement provided by us under Section 14.2. If we have already paid you under Section 14.2 for any sale which is later refunded, you shall reimburse us the relevant amount in the month following that in which you receive a statement from us itemising the refund in question. If requested by us, you shall issue credit notes to us for all refunds shown in our statement in the month following that in which you receive a statement from us itemising the refund in question.

14.4 All statements and invoices to be provided under Section 14.2 shall be in Euros and in local currency if required by applicable law or relevant taxation authorities. Any payment made by a User to us in anything other than Euros will be converted in accordance with the official Sony rates applicable on the last day of the month immediately preceding the date on which the relevant sale is made to the User, such rates to be made available to you on request. Invoices and payment can be made in pounds sterling at your request.

14.5 You shall pay us or our designated Affiliate, in respect of the rights granted under this Agreement, at the time and in the manner specified in the Guidelines or as otherwise notified to you: (i) where we agree that an Online Product will be made available to Users for free, €1 or such other amount notified to you during the Term, each time a User downloads that Online Product, and such payment shall be in substitution for any payment obligation arising under Section 14.2; and (ii) 15% of any direct or indirect revenue, income or other monetary value earned, recognised or otherwise derived from Online Products (other than from any sale of the Online Product itself) and Online Gameplay (whether or not supplied to Users for free or for a charge), including revenue sharing or advertising revenue, and

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such payment shall be in addition to any payment obligation arising under Section 14.2. You shall provide us with reports of the gross revenues actually received by you (or otherwise credited to your benefit) in respect of which your payment obligations arise under Section 14.5(ii).

14.6 The amounts that you must pay under this Agreement are exclusive of all taxes, duties, charges or assessments which we may have to collect or pay and for which you are solely responsible. All payments to be made by you under this Agreement shall be paid free and clear of any deductions or withholdings for, or on account of, tax, set-offs or counterclaims.

14.7 Payment terms under this Section 14 are subject to change in our discretion upon reasonable notice. You shall pay us interest on any amount which is overdue under this Agreement, immediately on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 4% per annum above the base rate for the time being of National Westminster Bank Plc.

15. REPRESENTATIONS AND WARRANTIES

15.1 We represent and warrant solely for your benefit that we have the right, power and authority to enter into this Agreement and to fully perform our obligations under it.

15.2 You represent and warrant throughout the Term that:

(i) you are of the legal age of majority in your country of residence and have the right, power and authority, on your own behalf or on behalf of your company or organisation, to enter into this Agreement, to grant us the rights granted under it and to fully perform your obligations under it;

(ii) all Online Products will: (a) correspond with any written description provided by you to us or any Affiliate; (b) be of satisfactory quality; (c) be fully compatible with the PlayStation Systems as applicable and all permitted peripherals identified as compatible with such products; and (d) conform to all technical and other requirements under the Guidelines;

(iii) there is no threatened or pending action, suit, claim or proceeding alleging that the use or possession by you of all or any part of the Online Products, Product Information, Advertising Materials or any name, designation or trademark used in conjunction with any of the Online Products, infringes or otherwise violates any Intellectual Property Right or other right or interest of any kind whatsoever anywhere in the world of any third party, or otherwise contesting any right, title or interest of you in or to the Online Products, Product Information, Advertising Materials or any name, designation or trademark used in conjunction with any of the same;

(iv) the Online Products, the Product Information, Advertising Materials and their contemplated disclosure or use by us, a User or any other party,

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pursuant to this Agreement, do not, shall not, and are not likely to infringe any person’s Intellectual Property Rights, and do not, shall not and are not likely to give rise to any obligation to pay any royalty, fee, compensation or other sum;

(v) all Online Products and Product Information shall be free of significant defects, including bugs, time bombs or viruses which could disrupt, delay, or destroy such products or information, the PlayStation Systems, the PlayStation Network or any data;

(vi) none of the Online Products, the Product Information nor the Advertising Materials is defamatory, trade libellous, obscene, pornographic, discriminatory or blasphemous and contains no content which insults or offends the community or any substantial organised group thereof or that is inconsistent with the applicable age rating and none of those products or information, nor their contemplated use under this Agreement, will infringe the privacy rights of any person or otherwise violate any laws or regulations;

(vii) none of the Online Products, the Product Information, the Advertising Materials nor your policies and practices with respect to the development, marketing and publishing of Online Products shall reflect adversely upon the name, reputation or goodwill of us or any Affiliate; and

(viii) subject to Section 17.5, you are solely responsible for all costs, expenses, losses and liabilities incurred in connection with your use of the Development Tools and the development and publishing of Online Products and all such development and publishing is entirely at your own risk.

16. INDEMNITY

You shall indemnify and hold us harmless from and against any and all claims, demands, losses, liabilities, damages, expenses and costs, including reasonable fees for lawyers, expert witnesses and litigation costs, and costs incurred in the settlement or avoidance of any claim, in connection with or which result from: (i) a breach of this Agreement; (ii) any claim of infringement of a third party’s Intellectual Property Rights or any consumer claim with respect to the Online Products, including claims related to your support of unauthorised or unlicensed peripherals or software that are not part of the PlayStation Systems’ format specifications as set forth in the Guidelines; (iii) any claim of or in connection with any personal or bodily injury (including death or disability) or property damage arising out of, in whole or in part, the marketing, advertising, promotion, publishing, distribution, supply, sale or use of any of the Online Products (or portions of them) unless due directly and solely to our breach in performing any of the specific duties or providing any of the specific services required of us under this Agreement; or (iv) any civil or criminal investigations or actions relating to the marketing, advertising, promotion, publishing, distribution, supply or sale of Online Products (all subsections of this Section 16 collectively, “Publisher- Sony Computer Entertainment Europe Small Applications Agreement CONFIDENTIAL 10

Indemnified Claim(s)”). For the avoidance of doubt, we shall have the right to select our own counsel and control the defence and settlement of any Publisher- Indemnified Claim made by a third party against us.

17. LIMITATIONS OF LIABILITY

17.1 In no event shall we or any Affiliate, or the officers, directors, employees, agents, licensors or suppliers of any of such entities, be liable for loss of revenue, loss of actual or prospective profits, loss of contracts, loss of anticipated savings, loss of business opportunity, reputation or goodwill or loss of, damage to or corruption of data (whether such loss or damage is direct, indirect, special, incidental or consequential), or for any indirect, special, incidental or consequential loss or damage of any kind, arising out of, relating to, or in connection with this Agreement or any collateral contract (including the breach of this Agreement by us), whether known, foreseen or foreseeable and whether in contract, tort (including negligence), product liability, under indemnity, or otherwise.

17.2 You shall have no remedy with respect to any representation made to you upon which you relied in entering into this Agreement and we and our Affiliates and the officers, directors, employees, agents, licensors or suppliers of any of such entities shall have no liability to you other than under the express terms of this Agreement. In this Section 17.2, “representation” means any undertaking, promise, assurance, statement, representation, warranty or understanding, whether in writing or otherwise, of any person (whether a party to this Agreement or not), relating to the subject matter of this Agreement.

17.3 Except as expressly provided in Section 15.1, neither we, nor any of our officers, directors, employees, agents or suppliers, make, nor do you receive, any warranties (express, implied or statutory) regarding all or part of the Development Tools, the PlayStation Systems, the PlayStation Network, Online Products or any services provided under this Agreement. Without limiting the generality of the foregoing, we disclaim any warranties, conditions or other terms implied by any law (including as to merchantability, satisfactory quality or fitness for a particular purpose and warranties against infringement, and the equivalents under the laws of any jurisdiction) to the fullest extent permitted by applicable law. Further, without limiting the generality of the foregoing, we disclaim any duty to determine or ascertain your authorisation, permission or licence to sell, supply or distribute any product or service.

17.4 In no event shall our liability arising under, relating to, or in connection with this Agreement, or any collateral contract, exceed an amount equal to €50,000 for each year of the Term in which you have published an Online Product pursuant to this Agreement prior to the date of the first occurrence of the event or circumstances giving rise to the claimed liability.

17.5 Nothing in this Agreement shall exclude or limit our liability in relation to claims arising from deceit, fraud, the injury or death of any person resulting from our proven negligence or any liability of ours which may not be excluded or limited Sony Computer Entertainment Europe Small Applications Agreement CONFIDENTIAL 11

under applicable law.

18. PSNE CONFIDENTIAL INFORMATION

18.1 The term for the protection of the PSNE Confidential Information shall commence on the above date and shall continue in full force and effect for as long as any of the PSNE Confidential Information continues to be maintained as confidential and proprietary by us or any Affiliate.

18.2 You shall:

(i) not disclose PSNE Confidential Information to any person, other than to your employees, directors or officers whose duties justify a “need-to-know” and who have executed a confidentiality agreement in which they have agreed not to disclose and to protect and maintain the confidentiality of all confidential information and materials inclusive of those of third parties which may be disclosed to them or to which they may have access during the course of their duties. You shall advise all employees, directors or officers who obtain access to or copies of the PSNE Confidential Information of the confidential or proprietary nature of the PSNE Confidential Information, and you shall be responsible for any breach of this Agreement by all such persons;

(ii) hold all of the PSNE Confidential Information in confidence and take all measures necessary to preserve the confidentiality of the PSNE Confidential Information in order to avoid disclosure, publication or dissemination, using as high a degree of care and scrutiny, but at least reasonable care, as is consistent with the protection of valuable trade secrets by companies in high technology industries;

(iii) at our request, return promptly to us any and all portions of the PSNE Confidential Information, together with all copies thereof; and

(iv) not use, copy, reproduce, modify, create derivative works from, sublicense, distribute, or otherwise disseminate the PSNE Confidential Information, or any portion thereof, except as expressly authorised, nor shall you remove any proprietary legend set forth on or contained within any of the PSNE Confidential Information.

18.3 The restrictions set out in Section 18.2 above shall not apply to any portion of the PSNE Confidential Information which:

(i) was previously known by you without restriction on disclosure or use, as proven by written documentation;

(ii) is or legitimately becomes part of the public domain through no fault of your own or any of your employees, directors or officers;

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(iii) is independently developed by your employees or consultants who have not had access to or otherwise used the PSNE Confidential Information (or any portion thereof), as proven by written documentation;

(iv) is required to be disclosed by court, administrative or governmental order, provided that you must use all reasonable efforts prior to issuance of any such order to maintain the confidentiality of the PSNE Confidential Information, including asserting in any action or investigation the restrictions set forth in this Agreement, and, immediately after receiving notice of any such action, investigation, or threatened action or investigation, you must notify us of such action, investigation, or threatened action or investigation, unless you are ordered by a court not to so notify; or

(v) is approved for release by our written authorisation.

19. INFORMATION SUBMITTED BY YOU

19.1 We will take reasonable steps to protect the confidentiality of any information provided in any form by you to us or any Affiliate during the Term pursuant to this Agreement, including information concerning Online Products, save to the extent that such information falls within the exceptions listed in Section 18.3 (all references to “you” and “your” being replaced by references to “us” and “our” and vice versa and references to “PSNE Confidential Information” being replaced with “information provided by us to you”). Neither we nor any Affiliate shall have any obligation to return or destroy any physical materials provided by you pursuant to this Agreement.

20. TERM AND TERMINATION

20.1 This Agreement shall commence on the above date and shall continue indefinitely unless and until terminated in accordance with the remaining provisions of this Section 20.

20.2 We shall have the right to terminate this Agreement immediately, on reasonable advance written notice to you, at any time.

20.3 In addition to our rights under Section 20.2, we shall be entitled, at our option, to terminate or suspend, with respect to a particular Online Product, the licences and related rights granted to you under this Agreement immediately on written notice to you, in the event that we reasonably believe that any Online Product could cause damage to the PlayStation Network or to any property, may create liability for us or gives rise to a breach of any of your warranties under Section 15.2. We shall also be entitled, at any time and for any reason in our discretion, to suspend or cancel the supply of any Online Product to a particular User without liability to you.

20.4 In the event that this Agreement is terminated or suspended under Sections 20.2 or 20.3: (i) no portion of any payments of any kind whatsoever previously

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provided by you under this Agreement shall be owed or be repayable or refunded to you; and (ii) neither of us shall be liable to the other for any damages (whether direct, indirect, consequential or incidental, and including any expenditures, loss of profits or prospective profits) sustained or arising out of or alleged to have been sustained or to have arisen out of such termination or suspension. The termination or suspension of this Agreement shall be without prejudice to any rights or remedies which either of us may otherwise have against the other, and shall not excuse either of us from liability with respect to any events occurring prior to the effective date of termination or suspension.

21. MISCELLANEOUS PROVISIONS

21.1 Notices. All notices or other communications required under this Agreement shall be in writing and shall be delivered personally, or sent by pre-paid first class post, recorded delivery or commercial courier, to the party required to receive it. All such notices shall be sent to us at the address stated above (marked for the attention of the Company Secretary) and to you at the address specified by you to us or any Affiliate, or to such other address as each of us may notify to the other in writing subsequently. Any such notice shall be effective upon the date of actual receipt, as confirmed by the receiving party.

21.2 Audit Provisions. You shall keep full, complete, and accurate books of accounts and records covering all transactions relating to this Agreement and shall preserve such books of accounts and records, for a period of 24 months after termination of this Agreement. In the event that we reasonably believe that the information provided by you with respect to any Online Product is not accurate, we shall be entitled to request additional documentation from you to support the information provided for such Online Product. In addition, during the Term and for a period of two years thereafter and upon reasonable prior written notice to you, at our expense, an independent certified accountant appointed by us or (at our option) an appropriately qualified employee of an Affiliate shall be given access to, and the right to inspect, audit, and make copies and summaries of and take extracts from, such portions of all your books and records (including those of your affiliates or held at your branch offices) as pertain to the Online Products and any payments due or credits received under this Agreement. In the event that such inspection reveals any under-reporting of any payment due to us: (i) you shall immediately pay us such amount; and (ii) where such audit reveals that you have under- reported any payment due to us by five percent or more for the relevant audit period, you shall also reimburse us for all reasonable audit costs and any and all collection costs to recover any unpaid amounts.

21.3 Force Majeure. Neither party shall be liable for any loss or damage or be deemed to be in breach of this Agreement if its failure to perform or failure to cure the breach of any of its obligations under this Agreement results from any event or circumstance beyond its reasonable control.

21.4 No Agency, Partnership or Joint Venture. Nothing in this Agreement is

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intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent or employee of the other, nor authorise any party to make or enter into any commitments for or on behalf of the other party.

21.5 Assignment. Except as provided in this Agreement, you may not assign, sublicense, subcontract, encumber or otherwise transfer this Agreement or any of your rights under it, nor delegate or otherwise transfer any of your obligations under it, to any third party without our prior written consent. We shall have the right to assign any and all of our rights and obligations under this Agreement to any Affiliate or to any company in the Sony group of companies.

21.6 Non-solicitation. You may not, by yourself, or by your officers, employees or agents, or indirectly, during the Term or for 12 months after termination of this Agreement, induce or seek to induce, on an individually-targeted basis, the employment or the engagement of the services of, any of our or our Affiliates’ employees, whose services are (a) specifically engaged in product development or directly related functions or (b) otherwise reasonably deemed by his or her employer to be of material importance to the protection of its legitimate business interests, and (c) with whom you have had contact or dealings during the Term.

21.7 Compliance with Applicable Laws. You shall at all times comply with all applicable laws and regulations relating to or in any way affecting this Agreement and your performance of this Agreement, including negotiating or obtaining, at your own expense, any approval, licence or permit required in the performance of your obligations.

21.8 Remedies. Except as provided in this Agreement, either party’s election of any remedies provided for in this Agreement shall not be exclusive of any other remedies at law or equity, and all such remedies shall be deemed to be cumulative.

21.9 Severability. If any provision of this Agreement or portion of it is determined by a court of competent jurisdiction to be invalid or otherwise unenforceable, such provision or portion shall be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, shall be deemed to be deleted from this Agreement, while the remainder of this Agreement shall not be affected.

21.10 Sections Surviving Termination. The following Sections shall survive the termination of this Agreement for any reason: 10.4, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20.4 and 21 and any terms that are expressly designated as surviving termination.

21.11 Waiver. No failure or delay by either party in exercising any right or remedy under this Agreement shall operate as a waiver of any such right or remedy. Any full or partial waiver by either party of any right or remedy under this Agreement shall not be construed as a waiver of any other provision of this Agreement, nor shall such waiver operate or be construed as a waiver of such right or remedy in Sony Computer Entertainment Europe Small Applications Agreement CONFIDENTIAL 15

respect of any future event or circumstance.

21.12 Amendment. Except as otherwise provided in this Agreement, no modification or amendment of any provision of this Agreement shall be effective unless in writing and signed by both of the parties.

21.13 Interpretation. The headings in this Agreement are intended purely for reference and shall not by themselves determine the construction or interpretation of this Agreement or any portion of it. Any reference to Section or Schedule numbers are to the Sections or Schedules of this Agreement. Any reference to persons includes natural persons as well as organisations, including firms, partnerships, companies and corporations. Any phrase introduced by the terms “including”, “include”, “in particular”, or any similar expression shall be construed as illustrative and shall not limit the category preceding those terms.

21.14 Integration. This Agreement, together with the Guidelines, constitutes the entire agreement between us and supersedes all prior or contemporaneous agreements, proposals, representations, understandings and communications between us, whether oral or written, with respect to the subject matter of this Agreement. You are not relying upon any statement, representation, warranty or understanding, whether negligently or innocently made, of any person other than as expressly set out in this Agreement.

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21.15 Governing Law and Jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter (whether contractual or non-contractual) shall be governed by and interpreted in accordance with English Law. We irrevocably agree for our exclusive benefit that the English Courts shall have jurisdiction to adjudicate any proceeding, suit or action (whether contractual or non-contractual) arising out of or in connection with this Agreement. However, nothing contained in this Section 21.15 shall limit our right to take any such proceeding, suit or action against you in any other court of competent jurisdiction, nor shall the taking of any such proceeding, suit or action in one or more jurisdictions preclude the taking of any other such proceeding, suit or action in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction. You shall have the right to take any such proceeding, suit or action against us only in the English Courts.

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SCHEDULE 1 DEFINITIONS

“Advertising Materials” means any advertising, marketing, merchandising, promotional, contest-related, public relations (including press releases), display, point of sale or website materials regarding or relating to Online Products, including any advertisements in which the PlayStation Systems or any of our Intellectual Property are displayed, referred to or used.

“Affiliate” means, as applicable, Sony Computer Entertainment America Inc., Sony Computer Entertainment Inc. and Sony Computer Entertainment Europe Ltd., any subsidiary of the foregoing, or any other entity as may be established from time to time and becomes a part of the Sony Computer Entertainment Group.

"Development Site(s)" means the premises specified in writing by you to us on which the Development Tools will be used under this Agreement, or such other premises as we may expressly authorise in writing prior to the relocation of the Development Tools.

“Development Tools” means all or part of the hardware, software, documentation pertaining to the use of such hardware and software, and any other materials or information relating to the development of Online Products, which, after selection by PSNE or any Affiliate in its sole discretion, are made available to you pursuant to this Agreement, and shall include any updated, modified or enhanced version of any of the Development Tools which we may make available from time to time. The software component of the Development Tools shall be provided in any media determined by us and shall be deemed to include any firmware within the hardware component of the Development Tools. The hardware component of the Development Tools may be a factory reconditioned unit at our discretion.

“Guidelines” means any guidelines or specifications of us or our Affiliates with respect to the development, marketing, advertising, promotion, publishing, distribution, supply and sale of Online Products (including any specifications relating specifically to products to be distributed via the Small Applications Store), the display of our or Affiliate’s trademarks in any Online Products and related Advertising Materials, or the protection of any of the PSNE Intellectual Property Rights, which may be set forth in the Technical Requirements Checklist, Specifications and Procedures, including Objectionable Content Criteria, Advertising Guidelines or in any other documentation provided to you by us, in physical form, on a website or by some other means. Guidelines shall be comparable to the guidelines and specifications applied by us or our Affiliates to our own products for the PlayStation Systems. All Guidelines may be modified, supplemented or amended by us or any Affiliate from time to time upon notice to Publisher. Guidelines are incorporated into and form a part of this Agreement.

“Intellectual Property Rights” means rights in or related to patents, inventions, designs, copyrights, databases, trademarks, service marks, trade names, trade dress, mask works, utility models, trade secrets, technical information, know-how, and the equivalents of the foregoing under the laws of any jurisdiction and any other intellectual property rights

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“Licensed Publisher” means an entity that has signed a PlayStation Small Applications Agreement, or any other licensed publisher agreement for the relevant platform, with any Affiliate.

“Online Gameplay” means the capability to operate and interact with Online Products used on any of the PlayStation Systems that is connected to the internet or any other network and which may allow an end user to participate in a game or gameplay with another end user (or other end users) across the internet or any other network, or which permits users to upload content they have created via Online Products.

“Online Products” means Publisher Software or any other software or content (created without reference to or use of PSNE Intellectual Property Rights or the Development Tools), together with, where relevant, any software component of the Development Tools which is intended to be combined with Publisher Software, in final form (which, for software, means object code) which: (i) may be accessed, viewed or played on or via the PlayStation Systems; (ii) has the ability to communicate with, or be used by, the software resident in the PlayStation Systems or an application used by the PlayStation Systems (excluding any websites accessed via the browser of any PlayStation System), or which otherwise uses any services or features of the PlayStation Network; (iii) is distributed electronically (including by wireless distribution) to end users; and (iv) is developed in accordance with the specific criteria in the Guidelines applicable to products to be distributed via the Small Applications Store. Online Products may be designed to allow Online Gameplay, and may also include (i) themes, wallpapers, demos, videos and other content related to Online Products; and (ii) online services which meet the relevant criteria of sub-paragraphs (i)-(iii) of this paragraph.

“PlayStation®Network” means all or part of the global online platform which offers a series of services and features, including the facility to deliver content and services, commerce, community and user authentication (and which includes PlayStation®Home, a virtual, three-dimensional, interactive community, and the Small Applications Store) via the PlayStation Systems and other devices, and including new services and features developed and offered via the PlayStation Network after the date of this Agreement, and other similar platforms, launched after the date of this Agreement.

“PlayStation Systems” means PSP and PS3 and, with our prior written consent, any future PlayStation computer entertainment systems.

“Product Information” means any information relating to any of the Online Products, including hints and tips, artwork and videotaped interviews, which you provide to us, at your option, pursuant to this Agreement.

“PS3” means the PLAYSTATION®3 computer entertainment system.

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“PSNE Confidential Information” means: (i) the Development Tools, the Guidelines and this Agreement, including all exhibits and schedules attached to any of them and all information related to these items; (ii) other information, documents and materials developed, owned, licensed or under the control of us or any Affiliate, including all processes, data, hardware, software, inventions, trade secrets, ideas, creations, improvements, designs, discoveries, developments, research and know-how; (iii) information, documents and other materials regarding our or any Affiliate’s finances, business and business methods and marketing, technical, development and production plans; and (iv) third-party information and documents licensed to or under the control of us or any Affiliate. The PSNE Confidential Information consists of information in any medium, whether oral, printed, in machine-readable form or otherwise, provided to you before or during the Term, including information subsequently reduced to tangible or written form. In addition, the existence of a relationship between us shall be deemed to be PSNE Confidential Information unless otherwise agreed in writing by us or until publicly announced by us or any Affiliate.

“PSNE Intellectual Property Rights” means PSNE’s or any Affiliate’s worldwide Intellectual Property Rights, current or future, that relate to the Development Tools, PlayStation Systems, PlayStation®Network, the design, development and delivery of Online Products and any PSNE Confidential Information.

“PSP” means the PlayStation®Portable computer entertainment system.

“Publisher Software” means any software or content including incorporated audio and visual material developed by you under this Agreement or by another Licensed Publisher and which does not include any Development Tools.

“Small Applications Store” means the part(s) of the PlayStation Network which PSNE has dedicated to the distribution of small games and which may, at PSNE’s option, also include small non-game applications.

“Term” means the period specified in Section 20.1.

“Territory” means the countries in which PSNE makes the Small Applications Store available (or in which it otherwise provides access to content or services via the PlayStation Network), and if, during the Term, the Small Applications Store becomes available (or PSNE provide such access) in further countries, “Territory” shall automatically be deemed to include such countries as well.

“User” means an individual who uses the PlayStation Network.

“You” means the person(s) exercising the rights under this Agreement and, if you are entering into this Agreement on behalf of your company or other organisation, “you” or “your” refers to that company or organisation as well where the context requires.

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SCHEDULE 2 ONLINE GAMEPLAY

1. You shall maintain servers hosting Online Gameplay for the periods specified in the Guidelines. You or, at our option, we or our Affiliate shall provide notice to Users in a clear and conspicuous manner via one of the methods listed in paragraph 3 below of any permanent shutdown to a server hosting or supporting Online Gameplay. The periods of notice of such shutdown shall be specified in the Guidelines.

2. You shall provide all User support for Online Gameplay in an efficient manner and in accordance with the Guidelines, and we expressly disclaim any obligations or liability to provide such support.

3. Online Gameplay must be offered and operated in a responsible manner with particular regard to the protection of children and privacy and you shall monitor and appropriately supervise the use of your Online Products offering Online Gameplay. You must inform all Users accessing Online Products if any personally identifying information will be collected, how it will be collected, and how it will be used. Where you are required by this Agreement or by law to have any written online terms, such as those enumerating user, privacy, moderation or other policies or age rating (collectively, “Online Terms”), these must be displayed prior to allowing any Users to use Online Products or Online Gameplay for the first time and must be either be coded into the applicable Online Product or available on the server hosting it in such a way that a User must agree to them prior to access. Online Terms must comply with the Guidelines. We reserve the right to review your Online Terms, but shall have no liability for the content of your Online Terms.

4. You must comply with: (i) all legal requirements, or the requirements stipulated under any voluntary system (designated by us), relating to the labelling of websites or gateways providing access to Online Gameplay and the conduct of Online Gameplay; and (ii) our policies in relation to the protection of children engaging in Online Gameplay.

5. You shall bear exclusively all responsibility and liability for any features or capability of Online Products and Online Gameplay, including Online Gameplay between territories using different television standards, whether PAL, NTSC or otherwise.

6. Where you process any personal data of Users on behalf of us or any Affiliate, you shall do so only in accordance with any instructions given by us or our Affiliates from time to time, and appropriate technical and organisational measures shall be taken by you against unauthorised or unlawful processing of such personal data and against accidental loss or destruction of, or damage to, such personal data.

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