Overwolf Roblox Launcher Terms and Conditions

Last updated: July 20, 2026

These Overwolf Roblox Launcher Terms and Conditions (these "Terms") are a binding agreement between Overwolf Ltd., a company organized under the laws of the State of Israel ("Overwolf"), and the studio that accepts these Terms ("Studio"). Overwolf and Studio are each a "Party" and together the "Parties".

Studio develops and operates one or more games or experiences on the Roblox platform. Overwolf operates a platform that enables the development, distribution and monetization of desktop applications and launchers. The Parties wish to collaborate so that Overwolf prepares and operates a dedicated desktop launcher for Studio's games or experiences, Studio keeps full ownership of its intellectual property, and the Parties share the revenues generated through that launcher, all as set out in these Terms.

Studio accepts these Terms by clicking to accept them, by completing the Studio signup or onboarding process, or by accessing or using the Launcher or the Platform, whichever occurs first (the date of such acceptance, the "Effective Date"). If the individual accepting these Terms does so on behalf of a company or other legal entity, that individual represents that they have authority to bind that entity, which is the Studio. If Studio does not agree to these Terms, Studio must not access or use the Launcher or the Platform. These Terms are intended to be a mutual and balanced agreement: except where expressly stated otherwise, the rights and obligations in these Terms apply to both Parties equally, and these Terms may be amended only as set out in Section 18.3.

Studio's use of the Platform and the Launcher is further subject to the Overwolf Community Guidelines (available at https://legal.overwolf.com/docs/overwolf/community-guidelines), the Overwolf Advertising Policy where advertising is enabled (available at https://dev.overwolf.com/ow-native/monetization/advertising/overview/#ad-policy), and the technical documentation at the Overwolf Developers Hub (available at https://dev.overwolf.com) (together, the "Documentation"), each of which is incorporated into these Terms by reference. In the event of any conflict between these Terms and the Documentation, these Terms prevail. Section 18.4 governs changes to the Documentation.

Overwolf's processing of personal data is governed by the privacy documents referenced in Section 10, including the Overwolf Developer Privacy Policy and the Overwolf Data Processing Agreement, which are incorporated into these Terms by reference.

1. Definitions

1. "End-User" means an end user who downloads, installs or uses the Launcher.
2. "Launcher" means the dedicated application (desktop and/or mobile) prepared by Overwolf for Studio under these Terms, through which End-Users can access, launch, follow and engage with the Studio Experiences (including through Roblox deep linking functionality, where applicable), including any updates and new versions released under these Terms.
3. "Net Revenues" means amounts actually received from the monetization of the Launcher (including advertising and, if enabled under Section 5, Subscriptions and other agreed monetization), less only the following amounts, in each case documented and reasonably evidenced to the other Party upon request: (i) credits, refunds and chargebacks; (ii) payment processing fees, including fees for the Tebex Services; (iii) commissions, royalties and other fees payable to third parties in connection with that monetization, including third-party ad serving and anti-fraud tool costs; (iv) duties and taxes collected on the transaction; and (v) amounts reasonably determined to have been generated from fraudulent activity (for example, non-human traffic), provided the determining Party reports such amounts to the other Party.
4. "Platform" means Overwolf's platform of APIs, SDKs, tools, plugins, code, technology, content and services that enables the development, distribution and operation of desktop applications, including the Launcher.
5. "Platform API" means the application program interfaces, software development kits and related tools that Overwolf makes available in connection with the Platform.
6. "Roblox Requirements" means the terms of use, developer and creator terms, community standards and other policies of Roblox Corporation, as amended from time to time, in each case to the extent applicable to the Studio Experiences or the Launcher. The current Roblox Terms of Use are available at https://www.roblox.com/info/terms.
7. "Studio Experiences" means the games, experiences and related content developed or operated by Studio on the Roblox platform that are covered by the Launcher, as identified by Studio during signup or otherwise agreed by the Parties in writing.
8. "Studio Marks" means Studio's names, logos, trademarks and other brand features.
9. "Studio Materials" means all content, materials and information provided or made available by Studio to Overwolf for the purposes of these Terms, including materials related to the Studio Experiences, the Studio Marks, artwork, video, audio, data feeds, APIs and text.
10. "Studio Products" means the software application(s) owned or controlled by Studio, including any Roblox deep linking functionality, that the Parties agree Overwolf will distribute on Studio's behalf under Section 2.5, including, where the Parties so agree, the Launcher.
11. "Subscriptions" means recurring paid subscriptions offered to End-Users through the Launcher, as further described in Section 5.4.
12. "Tebex Services" means the Tebex checkout and payment services, with Tebex acting as merchant of record for payments made by End-Users through the Launcher. Use of the Tebex Services is subject to the Tebex Creator Agreement (available at https://www.tebex.io/terms-creator-agreement) and the Tebex Privacy Policy (available at https://www.tebex.io/terms-privacy-policy).

2. The Launcher: Development, Approval and Operation

1. Development. Overwolf will develop and prepare the Launcher at its own cost, based on the Studio Materials and in consultation with Studio. The Parties may record the agreed scope, features and timeline for the Launcher in a written plan, which will form part of these Terms once approved by both Parties in writing.
2. Studio Approval Before Release. The Launcher will not be released to End-Users until Studio approves the release version in writing (email is sufficient). Any material change to the Launcher's branding, Studio-facing content or monetization will also require Studio's prior written approval. Bug fixes, security patches and routine technical maintenance do not require prior approval, provided Overwolf notifies Studio of any such change that is visible to End-Users.
3. Studio Cooperation. Studio will provide the Studio Materials and reasonable cooperation, feedback and approvals in a timely manner. Overwolf is not responsible for delays caused by missing Studio Materials or approvals.
4. Hosting and Distribution. Overwolf will host, operate and distribute the Launcher through the Platform and such other distribution channels as the Parties agree in writing.
5. Marketplace Distribution on Studio's Behalf. Studio grants Overwolf a non-exclusive, revocable authorization to upload, publish and distribute the Studio Products on Studio's behalf through third-party distribution platforms, including but not limited to Google Play, the Apple App Store and any other similar application marketplace ("Third-Party Platforms"). Overwolf may perform such activities as reasonably required to enable such distribution, including account management, submission of updates and compliance with applicable Third-Party Platform requirements. Overwolf will comply with the applicable Third-Party Platform terms in performing these activities and will keep Studio reasonably informed of material submissions and account actions.
6. Revocation. Studio may revoke the authorization granted under Section 2.5 at any time, upon written notice to Overwolf. Following such notice, Overwolf will cease any new submissions or distributions of the Studio Products on Studio's behalf within a reasonable period, subject to any applicable requirements or limitations imposed by the Third-Party Platforms. Revocation of the authorization does not by itself terminate these Terms.
7. Maintenance. Overwolf will use commercially reasonable efforts to keep the Launcher functional and compatible with updates to the Platform, and to diagnose and correct verifiable and reproducible problems in the Launcher, the Platform and the Platform API. Studio will use reasonable efforts to assist Overwolf in reproducing any reported problem.
8. Optional Third-Party Services (Opt-In). The Launcher may support optional third-party services that Studio can choose to enable (each, an "Optional Service"), such as the metrics, analytics and achievements capabilities provided by Gamebeast Inc. ("Gamebeast"). No Optional Service is enabled unless Studio opts in to it (email or an in-product election is sufficient). By opting in to an Optional Service, Studio acknowledges and agrees that its access to and use of that Optional Service are governed by the applicable third-party provider's own terms and conditions, and that by opting in Studio automatically agrees to and is bound by those terms. The Gamebeast services are governed by the Gamebeast Terms and Conditions available at https://www.gamebeast.gg/terms, as updated by Gamebeast from time to time. Each Optional Service is provided by the applicable third-party provider and not by Overwolf; Overwolf is not a party to, and has no responsibility or liability under, the terms between Studio and that provider, and the warranties, indemnities and liability provisions of these Terms do not apply to the Optional Service itself. Overwolf will not enable any Optional Service that transmits Studio or End-User data unless and until Studio opts in.
9. Opt-Out. Studio may opt out of any Optional Service at any time on written notice to Overwolf (email is sufficient). Following an opt-out, Overwolf will disable the applicable integration within a reasonable period, subject to any technical limitations. Opting out of an Optional Service does not affect the remainder of these Terms or the continued operation of the Launcher, and does not relieve either Party of any obligation accrued before the opt-out. Studio acknowledges that disabling an Optional Service may affect related functionality of the Launcher that depends on it.

3. Licenses

1. License from Studio to Overwolf. Studio grants Overwolf a limited, non-exclusive, worldwide, royalty-free, non-transferable (except as permitted under Section 18.6) license during the Term to use, reproduce, display, distribute and technically adapt (for formatting and compatibility purposes only) the Studio Materials, solely to develop, test, host, operate, distribute, promote, market and support the Launcher under these Terms. Overwolf will not use the Studio Materials for any other purpose without Studio's prior written consent. This license is non-exclusive: nothing in these Terms limits Studio's right to operate, distribute or monetize the Studio Experiences anywhere, on any platform, with or without other partners.
2. License from Overwolf to Studio. Overwolf grants Studio a limited, non-exclusive, worldwide, royalty-free license during the Term to (i) access and use the Platform and the Platform API as embodied in, or made available in connection with, the Launcher, and (ii) use Overwolf's name and logo solely to promote the Launcher, in accordance with Overwolf's brand guidelines.
3. Marks and Goodwill. All goodwill arising from the use of the Studio Marks inures to Studio, and all goodwill arising from the use of Overwolf's marks inures to Overwolf. Each Party will follow the other Party's reasonable brand guidelines made available to it.
4. Restrictions. Neither Party will reverse engineer, decompile or attempt to extract the source code of the other Party's technology, except to the extent this restriction is prohibited by applicable law, and neither Party will circumvent the other Party's security mechanisms. Studio will not copy, sublicense or modify the Platform or the Platform API except as expressly permitted by these Terms or the Documentation.
5. Reservation of Rights. Each Party reserves all rights not expressly granted in these Terms. Nothing in these Terms transfers ownership of any intellectual property from one Party to the other.

4. Intellectual Property

1. Studio IP. As between the Parties, Studio and its licensors retain all right, title and interest in and to the Studio Experiences, the Studio Materials, the Studio Marks and the Studio Products, including any underlying technology and all intellectual property rights in them. Nothing in these Terms, and no use of the Studio Materials or distribution of the Studio Products by Overwolf, transfers any ownership in them to Overwolf. Except for the limited rights expressly granted to Overwolf to distribute the Studio Products and perform its obligations under these Terms, no ownership, assignment or derivative rights in them are granted or implied.
2. Third-Party IP. For clarity, the Studio Products and the Studio Materials may include intellectual property owned by third-party licensors ("Third-Party IP"). All Third-Party IP remains the property of its respective owners and is subject to the applicable license terms governing its use. Nothing in these Terms transfers ownership of any Third-Party IP to either Party. Studio is responsible for ensuring that the license terms applicable to any Third-Party IP permit the distribution and operation contemplated by these Terms.
3. Overwolf IP. As between the Parties, Overwolf and its licensors retain all right, title and interest in and to the Platform, the Platform API and Overwolf's launcher framework and underlying technology, including all enhancements, bug fixes and improvements to them, and all intellectual property rights in them.
4. The Launcher. The Launcher consists of (i) Overwolf's launcher framework and technology, which remain Overwolf's, and (ii) the Studio Materials embodied in it, which remain Studio's. Neither Party acquires any rights in the other Party's components except for the licenses expressly granted in Section 3.
5. Feedback. Either Party may voluntarily provide the other Party with suggestions or feedback. The receiving Party may use such feedback without obligation, provided such use does not disclose the disclosing Party's Confidential Information.

5. Monetization, Revenue Share and Payment

1. Monetization Requires Mutual Agreement. The Launcher may be monetized through (i) advertising served through Overwolf's advertising platform, and (ii) such additional monetization as the Parties agree in writing, such as Subscriptions, in-Launcher purchases or premium features. No form of monetization will be enabled in the Launcher without Studio's prior written approval.
2. Revenue Share. Unless the Parties agree otherwise in writing, Net Revenues will be shared seventy percent (70%) to Studio and thirty percent (30%) to Overwolf.
3. Advertising. All advertisements displayed in the Launcher will be served through Overwolf's advertising platform and implemented in accordance with the Overwolf Advertising Policy. Overwolf may change or remove the placement, appearance or behavior of advertisements where required to comply with applicable law or advertiser requirements, and will consult with Studio before any change that materially affects the End-User experience or the Launcher's branding.
4. Subscriptions. If the Parties agree in writing to offer Subscriptions, subscription fees will be collected and processed through the Tebex Services, with Tebex acting as merchant of record, and the Tebex Services fee (currently five percent (5%)) will be deducted as part of Net Revenues under Section 1.3. The Parties will document the specific Subscription offering, pricing and any special terms in writing before launch. Studio will be responsible for providing End-Users with the information required by applicable law regarding the content and benefits of the Subscription, and Overwolf will be responsible for the information required regarding billing and checkout through the Tebex Services. Where the Tebex Services are used, Studio will accept, and where applicable ensure that End-Users are presented with, the Tebex Creator Agreement and Tebex Privacy Policy referenced in Section 1.11.
5. Payment. The Party collecting Net Revenues (expected to be Overwolf) will pay the other Party its share of Net Revenues within sixty (60) days from the end of the applicable calendar month, in US dollars by wire transfer. The minimum amount for a payment is two hundred US dollars (US$200); smaller balances roll over to the next period and are in any event paid following expiration or termination of these Terms. Each Party bears the fees charged by its own bank or intermediary banks on its side of a transfer.
6. Taxes. Amounts payable under these Terms are exclusive of VAT and similar taxes, which will be added where applicable against a valid invoice. Each Party is responsible for its own income taxes. If a Party is required by applicable law to withhold taxes from a payment, it will deduct the required amount, remit it to the relevant tax authority, provide the other Party with official withholding certificates, and reasonably cooperate with the other Party to reduce or eliminate the withholding under any applicable treaty.

6. Reports and Audit

1. Reports. The paying Party will provide the other Party with a monthly report showing, in reasonable detail, the revenues generated through the Launcher, the deductions applied and the resulting Net Revenues and revenue share. Where Overwolf is the collecting Party, Overwolf will also provide Studio with access to its standard reporting dashboards where available.
2. Records. Each Party will maintain complete and accurate records relating to Net Revenues and payments under these Terms for at least two (2) years after the end of the calendar quarter to which they relate.
3. Audit. No more than once in any twelve (12) month period, either Party may appoint an independent certified public accountant, subject to reasonable confidentiality obligations, to inspect the other Party's records described in Section 6.2 during normal business hours and on at least fourteen (14) days' prior written notice, solely to verify payments made under these Terms. The Parties will reconcile any underpayment or overpayment within thirty (30) days after the audit results are delivered. If the audit reveals an underpayment of more than three percent (3%) for any calendar year, the audited Party will bear the reasonable cost of the audit; otherwise the auditing Party bears the cost.

7. Compliance; Roblox Requirements; Content Standards

1. Compliance with Law. Each Party will comply with all laws applicable to its performance under these Terms, including applicable export control and sanctions laws and, where relevant to the audience of the Studio Experiences, laws applicable to minors.
2. Roblox Requirements. All use of the Roblox platform under these Terms remains subject to Roblox's applicable terms and policies. Studio will comply, and will ensure that the Studio Experiences comply, with the Roblox Requirements, and Studio is responsible for the Studio Experiences' compliance with the Roblox Requirements. Each Party will promptly notify the other if it becomes aware that the Launcher, or the arrangement contemplated by these Terms, is or may become inconsistent with the Roblox Requirements. In that case the Parties will cooperate in good faith to adjust the Launcher or the arrangement, and either Party may suspend the affected feature (or, where reasonably necessary, the Launcher) until the issue is resolved, without such suspension being a breach of these Terms.
3. Content Standards. Studio will ensure that the Studio Materials, and Overwolf will ensure that all other elements of the Launcher, do not contain unlawful, defamatory or infringing material, or any viruses, spyware or other malicious code.

8. Suspension and Removal

1. Suspension for Cause. Overwolf may suspend the distribution or operation of the Launcher, or a specific feature of it, only where: (i) the Launcher or the Studio Materials violate applicable law or infringe third-party rights; (ii) Studio is in material breach of these Terms; (iii) a genuine security, fraud or technical risk to End-Users, the Platform or advertisers requires it; or (iv) a competent authority, a court order or the Roblox Requirements require it. Except in urgent cases, Overwolf will give Studio prior written notice and fourteen (14) days to cure before suspending. In urgent cases, Overwolf may suspend immediately, will notify Studio promptly, will limit the suspension to what is reasonably necessary, and will restore the Launcher once the issue is resolved.
2. Studio Takedown Right. Studio may require that the Launcher be taken down at any time on thirty (30) days' written notice (or immediately where required by applicable law or the Roblox Requirements), without this being a breach of these Terms. A takedown under this Section is treated as a termination for convenience under Section 16.2, unless the Parties agree otherwise in writing.
3. No Discretionary Removal; Withholding. Overwolf will not remove, suspend or materially limit the visibility or distribution of the Launcher except as set out in this Section 8 or in Section 16. A Party may withhold payment only of amounts that are genuinely disputed or directly attributable to the specific violation concerned, only until the issue is resolved, and will pay all undisputed amounts when due.

9. Support

1. Allocation of Support. Overwolf will handle End-User support relating to the Launcher's functionality, installation and technical operation. Studio will handle support relating to the Studio Experiences and their content. Each Party will promptly route inquiries belonging to the other Party, and the Parties will exchange reasonable escalation contacts.

10. Privacy and Data Protection

1. End-User Data. Overwolf's collection and processing of End-User personal data through the Launcher and the Platform is governed by Overwolf's applicable End-User privacy policy, which will be presented in or with the Launcher, and by applicable data protection laws. The processing of personal data of End-Users by Overwolf in connection with these Terms is further subject to and governed by the Overwolf Data Processing Agreement (the "DPA"), available at https://legal.overwolf.com/docs/overwolf/developers/data-processing-agreement, which is incorporated into these Terms by reference.
2. Studio Personnel Data. Overwolf's processing of Studio's personal data (for example, the personal data of Studio's personnel) is governed by the Overwolf Developer Privacy Policy (also referred to as the App Developer Privacy Policy), available at https://legal.overwolf.com/docs/overwolf/developers/developer-privacy-policy, which is incorporated into these Terms by reference and constitutes an integral part of these Terms.
3. Studio Privacy Obligations. Studio will maintain and present to End-Users its own privacy policy that accurately describes its collection, use, disclosure, retention and deletion of End-User and device data, that is consistent with these Terms and applicable data protection laws, and that discloses any sharing of End-User data with Overwolf. Studio will not enable any data collection through the Launcher that its privacy policy and applicable law do not permit.
4. Usage Data. Overwolf will, where reasonably feasible, provide Studio with aggregated or anonymized information and metrics regarding End-Users' usage of the Launcher ("Usage Data"). Studio may use Usage Data for its internal business purposes. Studio will not attempt to re-identify any individual from Usage Data.
5. Minors. The Parties acknowledge that audiences connected to the Studio Experiences may include minors, and each Party will comply with the laws applicable to minors' privacy and advertising within its area of responsibility under these Terms.
6. Data Incidents. Each Party will notify the other without undue delay of any personal data breach materially affecting End-User data connected to the Launcher, and the Parties will reasonably cooperate on any legally required notifications.

11. Confidentiality

1. Each Party (the "Receiving Party") will protect non-public information disclosed by the other Party (the "Disclosing Party") that is identified as confidential or that reasonably should be considered confidential ("Confidential Information"), will use it only to perform under these Terms, and will not disclose it except to its employees, affiliates and professional advisers who are bound by confidentiality obligations, or where required by law (with prompt notice to the Disclosing Party where legally permitted). The commercial terms of these Terms are the Confidential Information of both Parties.
2. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was lawfully known to the Receiving Party before disclosure; (iii) is independently developed without use of the Disclosing Party's Confidential Information; or (iv) is rightfully received from a third party without restriction. Upon expiration or termination of these Terms, each Party will, at the other Party's request, return or destroy the other Party's Confidential Information and, upon request, confirm such destruction in writing. The obligations in this Section survive for five (5) years after expiration or termination, and for trade secrets for as long as they remain trade secrets.

12. Representations and Warranties

1. Mutual. Each Party represents and warrants that: (i) it is duly organized and validly existing under the laws of its jurisdiction; (ii) it has the full right, power and authority to enter into and perform these Terms, and the individual accepting these Terms on its behalf has the authority to bind it; and (iii) its entry into and performance of these Terms does not conflict with any other agreement by which it is bound.
2. By Studio. Studio represents and warrants that: (i) it owns or controls all rights in the Studio Materials necessary to grant the licenses in Section 3; (ii) the Studio Materials, and Overwolf's use of them as licensed under these Terms, do not and will not infringe the intellectual property, proprietary, privacy or publicity rights of any third party or violate applicable law; (iii) Studio is solely responsible for any royalties or other amounts due to its own licensors or co-owners in respect of the Studio Materials; and (iv) the Studio Experiences materially comply with the Roblox Requirements.
3. By Overwolf. Overwolf represents and warrants that: (i) the Platform, the Platform API and Overwolf's launcher framework and technology (excluding the Studio Materials) do not, to Overwolf's knowledge, infringe the intellectual property rights of any third party; (ii) it will perform its obligations under these Terms in a professional and workmanlike manner; and (iii) it maintains commercially reasonable technical and organizational security measures for the Platform.

13. Indemnification

1. By Studio. Studio will defend, indemnify and hold harmless Overwolf and its affiliates, and their respective employees and consultants, from and against third-party claims, and the resulting losses, liabilities, damages, costs and reasonable attorneys' fees, to the extent arising from: (i) the Studio Materials or the Studio Experiences, including any claim that they infringe third-party rights; (ii) Studio's material breach of these Terms; or (iii) Studio's violation of applicable law.
2. By Overwolf. Overwolf will defend, indemnify and hold harmless Studio and its affiliates, and their respective employees and consultants, from and against third-party claims, and the resulting losses, liabilities, damages, costs and reasonable attorneys' fees, to the extent arising from: (i) the Platform, the Platform API or Overwolf's launcher framework and technology (excluding the Studio Materials), including any claim that they infringe third-party rights; (ii) advertisements served through Overwolf's advertising platform, except to the extent the claim is based on the Studio Materials; (iii) Overwolf's material breach of these Terms; or (iv) Overwolf's violation of applicable law.
3. Procedure. The indemnified Party will give the indemnifying Party prompt written notice of the claim, reasonable cooperation (at the indemnifying Party's expense) and sole control of the defense and settlement, provided that the indemnifying Party will not settle any claim in a manner that admits liability of, or imposes obligations on, the indemnified Party without the indemnified Party's prior written consent, not to be unreasonably withheld. The indemnified Party may participate in the defense with its own counsel at its own expense.

14. Warranty Disclaimer

1. Except as expressly set out in these Terms, the Platform and the Platform API are provided "as is", and each Party disclaims all implied warranties, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. Overwolf does not warrant that the Platform or the Launcher will be uninterrupted or error-free, and will address problems in accordance with Section 2.7. If a change to the Platform materially and adversely affects the Launcher and Overwolf does not remedy that effect within thirty (30) days of Studio's written notice, Studio may terminate these Terms with immediate effect by written notice.

15. Limitation of Liability

1. Exclusion. Neither Party will be liable to the other for any indirect, special, incidental, exemplary, punitive or consequential damages, or for any loss of profits, data, business or goodwill, arising out of or in connection with these Terms, even if advised of the possibility of such damages.
2. Cap. Each Party's aggregate liability arising out of or in connection with these Terms will not exceed the greater of (i) the total amounts paid and payable under these Terms in the twelve (12) months preceding the event giving rise to the claim, and (ii) fifty thousand US dollars (US$50,000).
3. Exceptions. The exclusion in Section 15.1 and the cap in Section 15.2 do not apply to: (i) a Party's indemnification obligations under Section 13; (ii) a breach of Section 11 (Confidentiality); (iii) infringement or misappropriation of the other Party's intellectual property; (iv) a Party's gross negligence, willful misconduct or fraud; or (v) payment obligations under Section 5.

16. Term and Termination

1. Term. These Terms commence on the Effective Date and continue for an initial term of twelve (12) months (the "Initial Term"). Thereafter these Terms automatically renew for successive twelve (12) month periods (each a "Renewal Term" and, together with the Initial Term, the "Term"), unless either Party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term.
2. Termination for Convenience. Either Party may terminate these Terms at any time, for any reason or no reason, on sixty (60) days' prior written notice to the other Party.
3. Termination for Cause. Either Party may terminate these Terms by written notice: (i) if the other Party materially breaches these Terms and fails to cure the breach within thirty (30) days after written notice describing the breach; (ii) if the other Party becomes insolvent, enters liquidation or makes an assignment for the benefit of creditors; or (iii) with immediate effect, if the other Party's acts or omissions in connection with these Terms create material legal exposure for the terminating Party that cannot reasonably await the cure period.
4. Wind-Down. Upon expiration or termination (other than a termination for Studio's uncured material breach, or where continued operation would violate applicable law or the Roblox Requirements), the Parties will cooperate on an orderly wind-down of up to thirty (30) days, during which the Launcher may remain available to existing End-Users and revenues continue to be shared under Section 5. After the wind-down: Overwolf will cease distributing the Launcher; except as needed to meet obligations to existing End-Users or as required by law, each Party will cease using the other Party's materials and marks; the licenses in Section 3 terminate; and each Party will comply with Section 11 regarding Confidential Information.
5. Payments on Termination. Expiration or termination does not affect accrued payment obligations. Net Revenues received after expiration or termination that are attributable to the operation of the Launcher during the Term (including the wind-down period) will continue to be shared and paid in accordance with Section 5, including any balances below the minimum payment amount.
6. Survival. Sections 1, 4, 5.5 and 5.6 (as to accrued amounts), 6, 10, 11, 12, 13, 14, 15, 16.4 through 16.6, 17 and 18 survive expiration or termination of these Terms.

17. Publicity

1. Neither Party will issue a press release or other public announcement regarding these Terms or the collaboration without the other Party's prior written approval (email is sufficient). Once the Launcher is publicly released, each Party may factually reference the collaboration and use the other Party's name and logo to identify the Launcher in its partner listings and marketing materials, subject to the other Party's brand guidelines and its right to require that a specific use cease on reasonable written notice.

18. Miscellaneous

1. Notices. Notices under these Terms will be in writing. Overwolf may give notice to Studio by email to the address associated with Studio's account or by posting within the Platform; Studio may give notice to Overwolf at the contact address stated on the Platform or the Developers Hub. Notices are deemed given upon confirmed receipt or, if sent on a non-business day, on the next business day. Formal notices of breach, termination or indemnification will also be sent by courier or registered mail where an address is provided.
2. Relationship of the Parties. The Parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship, and neither Party may bind the other, except that Studio authorizes Overwolf and Tebex to collect amounts from End-Users on its behalf as described in Section 5.
3. Amendments. These Terms may be amended only by a written instrument signed by both Parties, or by an express written agreement of both Parties (email between authorized representatives is sufficient). For clarity, neither Party may amend these Terms unilaterally.
4. Changes to Documentation. Overwolf may update the Documentation from time to time as it applies to the Platform as a whole. If an update materially and adversely affects Studio or the Launcher, Overwolf will give Studio at least thirty (30) days' prior written notice, and if the Parties cannot agree on a resolution, Studio may terminate these Terms by written notice without penalty.
5. Force Majeure. Neither Party will be liable for a delay or failure to perform (other than an obligation to pay amounts already collected) caused by events beyond its reasonable control, provided it notifies the other Party and uses reasonable efforts to resume performance.
6. Assignment. Neither Party may assign these Terms without the other Party's prior written consent, not to be unreasonably withheld or delayed, except that either Party may assign these Terms to an affiliate or in connection with a merger, acquisition or sale of all or substantially all of its assets, with written notice to the other Party. Any assignment in violation of this Section is void.
7. Governing Law and Disputes. These Terms are governed by the laws of the State of Israel, excluding its conflict-of-laws rules. Before starting any proceeding, the Parties will attempt to resolve any dispute through good-faith discussions between senior representatives for thirty (30) days from written notice of the dispute. Any dispute not resolved in that period will be subject to the exclusive jurisdiction of the competent courts of Tel Aviv-Jaffa, Israel, and the Parties consent to personal jurisdiction and venue there. Either Party may seek urgent injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
8. Entire Agreement; Severability; Waiver. These Terms, together with the documents incorporated by reference and any written plans or schedules approved by both Parties, constitute the entire agreement between the Parties regarding their subject matter and supersede all prior understandings regarding that subject matter. If any provision is held invalid or unenforceable, it will be interpreted to give maximum effect to its intent as permitted by law, and the remaining provisions remain in full force. No waiver is effective unless in writing, and a failure to enforce a provision is not a waiver of it.
9. Acceptance. Studio accepts these Terms electronically as described above, and such acceptance has the same legal effect as a handwritten signature. Overwolf may require Studio to re-accept these Terms, or an updated version of them, as a condition of continued access to the Launcher or the Platform.