CYGMA (CYPRUS GAME MAKERS ASSOCIATION) LIMITED

GENERAL TERMS AND CONDITIONS OF MEMBERSHIP

A FORMAL OFFER OF MEMBERSHIP

ARTICLE 1: NATURE OF THE OFFER AND ACCEPTANCE
1.1 Offer: The CYGMA (CYPRUS GAME MAKERS ASSOCIATION) LIMITED, a non-profit company limited by guarantee registered in the Republic of Cyprus under the Companies Law, Cap. 113 (hereinafter referred to as “tahe Association”), hereby extends this formal offer of membership to eligible applicants. This document constitutes a binding offer of membership subject to the terms and conditions herein contained.
1.2 Acceptance: By submitting a completed membership application and proceeding through the admission and compliance procedure in accordance with these Terms, the applicant accepts this offer in its entirety and agrees to be bound by these Terms, the Statutes, and the CYGMA Code of Conduct.
1.3 Binding Nature: These General Terms and Conditions of Membership (hereinafter “Terms”) are legally binding upon all Members and shall be read in conjunction with the Memorandum and Articles of Association of the Association and the CYGMA Code of Conduct. In the event of any conflict between these Terms and the Statutes, the Statutes shall prevail to the extent permitted by law.

ARTICLE 2: DEFINITIONS
For the purposes of these Terms, the following terms shall have the meanings ascribed to them:
“Association” means CYGMA (CYPRUS GAME MAKERS ASSOCIATION) LIMITED, a non-profit company limited by guarantee registered in the Republic of Cyprus.
“Board” means the Board of Directors of the Association.
“Statutes” means the Memorandum and Articles of Association of the Association, as amended from time to time.
“Member” means any legal entity or institution admitted to membership in the Association in accordance with the Statutes and these Terms.
“General Meeting” means the general meeting of the Members of the Association, convened in accordance with the Statutes.
“Membership Fee” means the annual subscription fee payable by a Member for the privilege of membership, as determined by the Board.
“Sanctions” means any sanctions or restrictive measures imposed by the European Union, the Republic of Cyprus, or any other recognized Sanctioning Authority.
“Sanctioning Authority” means the European Union, the Republic of Cyprus, or any other sanctions regime directly applicable under the laws of the Republic of Cyprus.
“Existence Threshold” means a continuous period of twenty-four (24) months of active existence and operation in the Republic of Cyprus.

ARTICLE 3: MEMBERSHIP CATEGORIES AND ELIGIBILITY
3.1 Membership Categories: The Association recognizes the following categories of membership, each with distinct rights, obligations, and benefits:
3.1.1 Full Member: A Full Member is a video games company with its registered office in the Republic of Cyprus that is actively engaged as a developer and/or publisher of video games and has satisfied the Existence Threshold. Full Members must meet any additional criteria established by the Board from time to time. Full Members possess the highest level of rights within the Association, including full voting rights at the General Meeting, the right to propose and be elected to the Board, and access to all Association benefits and services.
3.1.2 Ordinary Member: An Ordinary Member is a video games company with its registered office in the Republic of Cyprus that either (a) has not yet satisfied the Existence Threshold at the time of application, or (b) meets the criteria for Full Membership but has voluntarily elected to maintain Ordinary Member status. Ordinary Members have the right to participate in working groups and committees, access to industry information and reports, and participation in Association events, but do not possess voting rights at the General Meeting.
3.1.3 Associate Member: An Associate Member is any company with its registered office or place of tax residence in the Republic of Cyprus, or any non-local company, whose professional activities are substantially associated with the video games industry. Associate Members may include, without limitation, graphics, music, or animation studios; games platforms; middleware providers; server providers; providers of online technologies; consultants in law, accounting, or management with relevant gaming industry experience; financiers and investors with relevant gaming industry experience; and any other company or entity approved by the Board. Associate Members have limited participation rights, including access to member community channels, industry reports, and participation in certain working groups, but do not possess voting rights at the General Meeting.
3.1.4 Academic Member: An Academic Member is a higher education institution or university approved by the Board. Academic Members have the right to participate in the Education Standards and Academic Partnerships Committee, access to student internship information, and participation in research opportunities, but do not possess voting rights at the General Meeting.
3.2 Prohibited Membership: Notwithstanding the foregoing, the Association shall not accept as Members any enterprises which are related to, promote, or derive their primary business from games of chance or adult-themed games. The Board reserves the right to reject any application that violates this provision.
3.3 Waiver of Existence Threshold: In justified individual cases, the Board may waive the requirement of the Existence Threshold for Full Membership at its sole discretion.

ARTICLE 4: ADMISSION PROCEDURE
4.1 Online Application Submission: Any entity seeking membership shall submit an electronic application through the Association’s official website, completing the prescribed application form and providing all required corporate, identification, and compliance documentation as specified by the Association from time to time.
4.2 Documentation Review and Compliance Screening: Upon submission, the Association shall review the application and accompanying documents for completeness, eligibility, and regulatory compliance, including corporate verification and beneficial ownership information.
4.3 Know-Your-Customer (KYC) Verification: The applicant shall undergo a KYC and due diligence procedure conducted by the Association or its appointed compliance representative. The Association may request additional information, clarifications, or documentation at any stage of the KYC process.
4.4 Interview Stage: Subject to successful preliminary verification and KYC clearance, the applicant shall participate in an interview with representatives of the Association for the purpose of assessing strategic fit, compliance posture, and alignment with the Association’s objectives.
4.5 Conditional Approval and Pro Forma Invoice: Upon successful completion of the interview stage and subject to final internal approval, the Association shall issue a pro forma invoice for the applicable initial membership fee.
4.6 Payment and Effectiveness of Membership: Membership shall become effective upon successful completion of the admission and compliance procedure and confirmation of cleared payment, subject to subsequent formal approval by the Board of Directors, which may be granted in writing, including by electronic communication, and shall relate back to the date of payment for all membership purposes.
4.7 Member Profile Activation: Following confirmation of payment, the Association shall create and publish a dedicated Member profile page on the Association’s official website and grant access to Member platforms and services.
4.8 Discretionary Right of Rejection: The Association reserves the unrestricted right to approve or reject any application at any stage of the admission process without obligation to provide reasons.

ARTICLE 5: MEMBERSHIP FEES AND PAYMENT OBLIGATIONS
5.1 Annual Membership Fees: As consideration for membership and the benefits and services provided by the Association, each Member shall pay an annual membership fee in the amount applicable to the relevant membership category, as determined by the Board and published from time to time on the Association’s official website at www.cygma.eu.
The applicable membership fees in force at any given time shall be those indicated on the website, as may be updated by the Board without the need for formal amendment of this Agreement.
5.2 Initial Fee: The initial membership fee shall become payable following issuance of a pro forma invoice upon successful completion of the admission procedure.
5.3 Annual Payment Schedule: Following the initial membership fee, each Member shall pay the annual membership fee on an annual basis calculated from the effective date of membership. The Association shall issue the relevant invoice no later than thirty (30) days prior to each anniversary of the Member’s admission, and the annual membership fee shall become due on or before such anniversary date. Each annual membership fee shall cover the subsequent twelve (12) month membership period.
5.4 Payment Method and Terms: Payment of membership fees shall be made via bank transfer to the account designated by the Association. Payment is considered received upon clearing of funds to the Association’s account. All payments must be made in Euros unless otherwise agreed in writing by the Board.
5.5 Fee Adjustment and Modification: The Board reserves the right to adjust or modify the membership fees for any membership category, effective as of the first day of any calendar year (the “Effective Date”). Members shall be notified in writing of any fee adjustment no less than ninety (90) days prior to the Effective Date. The notification shall specify the new fee amount, the membership category affected, and the Effective Date of the adjustment. A Member may elect to terminate its membership prior to the Effective Date if it objects to the fee adjustment; provided, however, that such termination must be submitted in writing to the Board no later than thirty (30) days prior to the Effective Date. If a Member does not terminate its membership prior to the Effective Date, the Member’s continued membership shall constitute acceptance of the new fee amount.
5.6 Consequences of Non-Payment: If a Member fails to pay the annual membership fee by the due date specified in the invoice, the Association shall issue a formal written reminder to the Member, allowing an additional period of thirty (30) days for payment. If payment is not received within this thirty (30) day grace period, the Board may, at its discretion, suspend the Member’s rights and privileges, including access to member services and participation in Association activities. If payment remains outstanding for a period of sixty (60) days from the original due date, the Board may initiate termination proceedings in accordance with Article 7 of these Terms.
5.7 No Refunds: All membership fees are non-refundable. In the event of termination of membership for any reason, no portion of any membership fee shall be refunded to the Member or its representatives.
5.8 Authority of Applicant Representative: Any individual submitting the membership application, participating in the onboarding process, undergoing KYC procedures, executing related documentation, and/or effecting payment of the membership fee on behalf of an applicant entity hereby represents and warrants that they are duly authorized to act for and bind such entity.
Payment of the membership fee shall constitute conclusive confirmation of such authority and the applicant entity’s full acceptance of these Terms, the Statutes, and all related Association Code and policies.

ARTICLE 6: RIGHTS AND OBLIGATIONS OF MEMBERS
6.1 General Obligations: All Members, regardless of category, shall:
6.1.1 Uphold and actively support the objects and purposes of the Association as set forth in the Statutes, and conduct themselves in a manner consistent with the reputation, values, and interests of the Association.
6.1.2 Comply strictly and in good faith with all provisions of the Statutes, these Terms, the CYGMA Code of Conduct, and all decisions, resolutions, and directives lawfully adopted by the General Meeting or the Board.
6.1.3 Pay all membership fees and other financial obligations to the Association in a timely manner and in accordance with the payment schedule established by the Board.
6.1.4 Maintain strict confidentiality with respect to all information designated as confidential by the Association or the Board concerning the Association’s activities, operations, strategic initiatives, and other Members. This obligation shall survive the termination of membership.
6.1.5 Immediately disclose to the Board any actual or potential conflict of interest that may arise in connection with the Member’s participation in the Association or its activities. A Member shall refrain from engaging in any activity that would place it in direct competition with the Association or that would harm the Association’s interests or reputation.
6.1.6 Provide accurate and complete information in all applications, submissions, and communications with the Association. Members shall promptly notify the Association of any material changes to their business status, ownership, location, or other information provided in their membership application.
6.1.7 Comply with all applicable laws, regulations, and sanctions regimes of the Republic of Cyprus and the European Union. Members shall immediately notify the Association if they become subject to any Sanctions or if they are aware that they may become subject to Sanctions.
6.2 Specific Rights of Full Members: Full Members shall possess the following rights and privileges:
6.2.1 The right to attend and vote at all General Meetings of the Association, with each Full Member entitled to one (1) vote per General Meeting.
6.2.2 The right to propose candidates for election to the Board and to be elected to the Board, subject to the procedures and requirements established in the Statutes.
6.2.3 The right to submit motions and proposals to the agenda of the General Meeting in accordance with the procedures specified in the Statutes.
6.2.4 The right to request and receive copies of the Association’s annual financial statements, regular newsletters, and minutes of General Meetings and Board meetings (subject to confidentiality restrictions).
6.2.5 The right to participate in all working groups and committees established by the Association and to vote in such groups and committees for the election of spokespersons.
6.2.6 The right to access and utilize the Association’s member platform and facilities, including access to industry reports, market data, and member directories.
6.2.7 The right to participate in all Association events, conferences, and networking activities.
6.2.8 The right to request cost-sharing or other support from the Association in court proceedings or proceedings before governmental authorities in the Republic of Cyprus that the Board determines to be of fundamental importance to the Association or the industry.
6.2.9 The right to access a shared Cyprus games industry booth at selected international events and trade shows.
6.3 Specific Rights of Ordinary Members: Ordinary Members shall possess the following rights and privileges:
6.3.1 The right to participate in working groups and committees established by the Association and to vote in such groups and committees for the election of spokespersons.
6.3.2 The right to receive regular newsletters and communications from the Association concerning industry news, regulatory developments, and Association initiatives.
6.3.3 The right to access the Association’s member platform and facilities, including industry reports and market data.
6.3.4 The right to participate in Association events and workshops, subject to the Board’s discretion.
6.3.5 The right to attend Board meetings as an observer, at the invitation of the Board, but without voting rights.
6.3.6 Ordinary Members do not possess the right to attend or vote at General Meetings of the Association.
6.4 Specific Rights of Associate Members: Associate Members shall possess the following rights and privileges:
6.4.1 The right to receive, upon request, a summary of the resolutions and results of General Meetings.
6.4.2 The right to participate in working groups and committees established by the Association.
6.4.3 The right to receive regular newsletters and communications from the Association.
6.4.4 The right to access the Association’s member platform and facilities on a limited basis.
6.4.5 The right to promote sponsorship opportunities within working groups and Association events.
6.4.6 Associate Members do not possess the right to attend or vote at General Meetings of the Association.
6.5 Specific Rights of Academic Members: Academic Members shall possess the following rights and privileges:
6.5.1 The right to receive, upon request, a summary of the resolutions and results of General Meetings.
6.5.2 The right to receive regular newsletters and communications from the Association.
6.5.3 The right to access information regarding student internship opportunities offered by Member companies.
6.5.4 The right to participate in the Education Standards and Academic Partnerships Committee and to vote in such committee for the election of a spokesperson.
6.5.5 The right to participate in and access research opportunities within committees and working groups of the Association.
6.5.6 Academic Members do not possess the right to attend or vote at General Meetings of the Association.

ARTICLE 7: TERMINATION AND EXCLUSION OF MEMBERSHIP
7.1 Grounds for Termination: A Member’s status may be terminated, suspended, or otherwise affected under the following circumstances:
7.1.1 Voluntary Resignation: A Member may resign from the Association at any time by providing written notice to the Board. Resignation shall become effective upon receipt of the written notice by the Board. A resigning Member shall remain liable for all membership fees and other financial obligations accrued prior to the effective date of resignation.
7.1.2 Automatic Termination Due to Sanctions: Any Member that becomes subject to Sanctions imposed by a Sanctioning Authority shall automatically cease to be a Member, and all rights and privileges of membership shall be automatically withdrawn, effective immediately upon the imposition of Sanctions. Such automatic termination shall remain in effect for so long as the Member remains subject to Sanctions. Upon the lifting of Sanctions, the former Member may reapply for membership in accordance with Article 4 of these Terms.
7.1.3 Automatic Termination Due to Liquidation: Any Member that enters into involuntary liquidation, receivership, or an equivalent process shall automatically cease to be a Member, and all rights and privileges of membership shall be automatically withdrawn, effective upon the commencement of such process.
7.1.4 Exclusion for Cause: The Board may propose the exclusion of a Member for any of the following causes: (a) material breach of the Statutes, these Terms, or the CYGMA Code of Conduct; (b) non-payment of membership fees or other financial obligations to the Association for a period exceeding sixty (60) days from the due date; (c) conduct that damages or is likely to damage the reputation or interests of the Association; (d) provision of false or misleading information in the membership application or in communications with the Association; (e) engagement in activities prohibited by Article 3.2 of these Terms; or (f) any other conduct that the Board determines to be contrary to the best interests of the Association.
7.2 Procedure for Exclusion: In the event the Board proposes the exclusion of a Member, the following procedure shall be followed:
7.2.1 The Member shall be provided with written notice of the proposed exclusion, specifying the grounds for the proposal and the date on which the matter will be presented to the General Meeting for a vote.
7.2.2 The Member shall be afforded a reasonable opportunity to present its defense and to provide evidence in response to the allegations. The Member may submit a written response to the Board and may request to be heard at the General Meeting.
7.2.3 The final decision on exclusion shall be made by the Members voting at a General Meeting. For Founding Members, exclusion requires the affirmative vote of at least seventy-five percent (75%) of the Members present and voting. For all other Members, exclusion requires the affirmative vote of a simple majority of the Members present and voting.
7.2.4 The Member whose exclusion is being considered shall not participate in the voting process.
7.3 Effect of Termination: Upon termination of membership for any reason, the Member shall immediately lose all rights and privileges of membership, including access to member services, participation in Association activities, and voting rights. The Member shall remain liable for all membership fees and other financial obligations accrued prior to the effective date of termination. No portion of any membership fee shall be refunded.

ARTICLE 8: DISCIPLINARY MEASURES
8.1 Authority: In addition to or in lieu of termination proceedings, the Board may impose disciplinary measures against a Member for violations of the Statutes, these Terms, or the CYGMA Code of Conduct that do not warrant immediate exclusion.
8.2 Disciplinary Actions: Disciplinary measures may include, without limitation: (a) a formal written warning; (b) temporary suspension of certain membership rights or privileges; (c) temporary suspension of access to member services or facilities; or (d) such other measures as the Board deems appropriate.
8.3 Procedure: Before imposing any disciplinary measure, the Board shall provide the Member with written notice of the alleged violation and an opportunity to respond. The Member shall have a reasonable period, not less than fourteen (14) days, to submit a written response to the Board.
8.4 Appeal: A Member may appeal a disciplinary decision to the General Meeting within thirty (30) days of the Board’s decision. The General Meeting shall review the appeal and may uphold, modify, or reverse the Board’s decision.

ARTICLE 9: GOVERNANCE AND DECISION-MAKING
9.1 General Meeting: The General Meeting is the supreme governing body of the Association and is composed of all Members entitled to vote in accordance with the Statutes. The General Meeting shall be responsible for major decisions, including amendments to the Statutes, election of the Board, approval of annual budgets and financial statements, and decisions on the admission and exclusion of Members.
9.2 Board of Directors: The Board is responsible for the day-to-day management and administration of the Association. The Board shall make decisions on matters not exclusively reserved for the General Meeting, including the admission of new Members, the imposition of disciplinary measures, and the determination of membership fees.
9.3 Committees and Working Groups: The Board may establish committees and working groups to address specific matters of interest to the Association and its Members. Members may participate in committees and working groups in accordance with the provisions of the Statutes and these Terms.
ARTICLE 10: LIABILITY OF MEMBERS
10.1 Limited Liability: The liability of each Member is limited by guarantee. In the event of the dissolution or winding up of the Association, each Member undertakes to contribute to the assets of the Association an amount not exceeding one thousand Euros (€1,000.00) for the payment of the debts and liabilities of the Association, the costs and expenses of winding up, and the adjustment of the rights of the Members among themselves. This contribution obligation shall apply to any Member that was a Member at the time of dissolution or at any time within one (1) year prior to dissolution.

ARTICLE 11: DATA PROTECTION AND PRIVACY
11.1 Personal Data: The Association collects and processes personal data relating to its Members, including names, contact information, business details, and other information provided in connection with membership. All personal data is processed in compliance with the General Data Protection Regulation (EU) 2016/679 and other applicable data protection laws of the Republic of Cyprus and the European Union.
11.2 Use of Data: Personal data shall be used solely for the purposes of membership administration, communication with Members, fulfillment of the Association’s statutory objects, and such other purposes as may be disclosed to the Member at the time of data collection.
11.3 Data Security: The Association shall implement appropriate technical and organizational measures to protect personal data against unauthorized access, alteration, disclosure, or destruction.

ARTICLE 12: CONFIDENTIALITY
12.1 Confidential Information: Each Member acknowledges that it may have access to confidential information concerning the Association, other Members, and industry matters. All such information shall be treated as strictly confidential and shall not be disclosed to third parties without the prior written consent of the Board or the party to whom the information relates.
12.2 Survival: The confidentiality obligations set forth in these Terms shall survive the termination of membership and shall continue in perpetuity with respect to information that remains confidential in nature.

ARTICLE 13: AMENDMENTS AND MODIFICATIONS
13.1 Right to Amend: The Board reserves the right to amend, modify, or supplement these Terms at any time. Any material amendments shall be communicated to Members in writing, and Members shall be afforded a reasonable opportunity to review the amendments.
13.2 Effective Date: Amendments to these Terms shall become effective on the date specified in the Board’s notice, which shall be no less than thirty (30) days following the date of the notice, unless otherwise agreed by the affected Members.
13.3 Continued Membership: A Member’s continued membership following the effective date of an amendment shall constitute acceptance of the amended Terms.

ARTICLE 14: GOVERNING LAW AND DISPUTE RESOLUTION
14.1 Governing Law: These Terms and all matters related to membership in the Association shall be governed by and construed in accordance with the laws of the Republic of Cyprus, without regard to its conflict of law principles.
14.2 Jurisdiction: Each Member irrevocably submits to the exclusive jurisdiction of the courts of the Republic of Cyprus for the resolution of any disputes arising out of or in connection with these Terms or membership in the Association.
14.3 Dispute Resolution: Prior to initiating legal proceedings, the parties agree to attempt to resolve any dispute through good faith negotiation and, if necessary, mediation in accordance with procedures established by the Board.

ARTICLE 15: MISCELLANEOUS
15.1 Notices: Any notice to be given to a Member pursuant to these Terms shall be sent to the Member at its last known email address or registered business address as provided in the membership application. Notices shall be deemed received upon transmission by email or three (3) business days after mailing by courier or registered mail.
15.2 Entire Agreement: These Terms, together with the Statutes and the CYGMA Code of Conduct, constitute the entire agreement between the Association and each Member concerning membership and supersede all prior negotiations, representations, and agreements, whether written or oral.
15.3 Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable, such provision shall be severed, and the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.
15.4 Waiver: The failure of the Association to enforce any provision of these Terms shall not constitute a waiver of such provision or the right to enforce it at a later time.
15.5 Assignment: A Member may not assign or transfer its membership or any rights or obligations under these Terms without the prior written consent of the Board.
15.6 Counterparts: These Terms may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

ARTICLE 16: EFFECTIVE DATE AND ACCEPTANCE
16.1 Effective Date: These Terms are effective as of the date of the Board’s approval of a Member’s application.
16.2 Acceptance: By submitting a membership application and paying the initial membership fee, the applicant expressly accepts and agrees to be bound by all provisions of these Terms, the Statutes, and the CYGMA Code of Conduct.
IN WITNESS WHEREOF, these Terms are offered by the CYGMA (CYPRUS GAME MAKERS ASSOCIATION) LIMITED as a formal offer of membership to eligible applicants.

CYGMA (CYPRUS GAME MAKERS ASSOCIATION) LIMITED