Please read this Agreement carefully. It is a legal document that explains your rights and obligations related to your participation in the Ascendance Games Content Creator Program (the “Program”) and your use of the Ascendance Games Content Creator Portal (“Creator Portal”) and related content. The terms and definitions set forth in the Creator Agreement in Section I and the Terms and Conditions (the “T& Cs”) set forth in Section II shall constitute the entire agreement (the “Agreement”) between Ascendance Games, Inc. (“Ascendance Games” or “Company”) and the individual or entity accepting this Agreement (“Creator”) in connection with your use of the Creator Portal, and no other terms or conditions shall apply unless expressly agreed to by Ascendance Games in writing.
IF CREATOR IS AN INDIVIDUAL, BUT NOT A MINOR (AS DEFINED BELOW): BY CLICKING ON THE “ACCEPT” BUTTON, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ THIS ENTIRE AGREEMENT INCLUDING ALL OF ITS TERMS AND CONDITIONS AND THAT YOU ARE 18 YEARS OF AGE OR OLDER, AND ARE CONSENTING TO BECOME A PARTY TO THIS AGREEMENT AND ARE BOUND BY THIS AGREEMENT AND ALL OF ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THIS AGREEMENT AND ALL OF ITS TERMS AND CONDITIONS, PLEASE LEAVE THE CREATOR PORTAL.
IF CREATOR IS AN INDIVIDUAL AND A MINOR: BY CLICKING ON THE “ACCEPT” BUTTON, YOU ARE ACKNOWLEDGING THAT YOU ARE THE PARENT OR LEGAL GUARDIAN OF MINOR, AND THAT YOU HAVE READ THIS ENTIRE AGREEMENT INCLUDING ALL OF ITS TERMS AND CONDITIONS, AND ARE CONSENTING, ON MINOR’S BEHALF, TO BECOME A PARTY TO THIS AGREEMENT AND ARE BOUND BY THIS AGREEMENT AND ALL OF ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THIS AGREEMENT AND ALL OF ITS TERMS AND CONDITIONS, PLEASE LEAVE THE CREATOR PORTAL.
By clicking “ACCEPT” you (or in case of a parent or legal guardian, you on behalf of the Minor you represent) are further (a) agreeing to be bound by the terms of this Agreement as a party to it; (b) acknowledging that you have read this Agreement in its entirety and that you fully understand its terms and conditions; and (c) agreeing to all such terms and conditions. If you are entering into this Agreement on behalf of an entity, you represent and warrant that you have all necessary right, authority, and consent to bind such entity to this Agreement. If you do not or cannot agree to the terms of this Agreement, please do not click “ACCEPT” and leave the Creator Portal.
Employees, officers, directors, agents, and representatives of Company (including the legal, promotion, and advertising agencies of Company) and their immediate family members (defined as spouse, mother, father, sisters, brothers, sons, daughters, uncles, aunts, nephews, nieces, and in-laws, regardless of where they live) and those living in their household (whether or not related), and each parent company, subsidiary, agent and representative of Company are not eligible to agree to the terms of this Agreement.
In addition, the Program is not open to individuals or entities wherever restricted or prohibited by applicable law or in any country disallowed by CANADIAN law. Without limitation of the foregoing, the Program is not open to individuals or entities in the Crimea region, Cuba, Eritrea, Guinea-Bissau, Iran, Iraq, Lebanon, Myanmar (Burma), North Korea, Somalia, Sudan, Syria, and Zimbabwe.
If you are an individual between the ages of 13 and 17 (or 14 and 18 if you are a resident of South Korea), or the age of majority as defined in your country of residence, (a “Minor”), the use of “you,” “your,” and “Creator” in this Agreement refers to you as the Creator and the parent or legal guardian providing permission, as applicable.
If your primary residence (or primary place of business, if you are an entity) is in the United States, your agreement is with Ascendance Games Corp. and will be governed by Alberta law.
1.Term.
The term of this Agreement will commence on the date that Creator accepts this Agreement by clicking “SUBMIT” (the “Effective Date”) and will continue unless and until terminated by Company or Creator in accordance with Section II.6. (the “Term”).
2.Creator Content.
Creator shall create content, including, without limitation, Game Content (as defined below), in order to promote Video Games through an attributable link or a creator code that Creator will receive through the Creator Portal (collectively, the “Creator Content”). As used herein, the term “Video Games” means, collectively, the video game software known as Impulse, and any other Company or third-party video game software that Company may enable for promotion through the Creator Portal in connection with this Agreement. Creator shall clearly and conspicuously disclose his/her/its affiliation with Company in all Creator Content in accordance with the T& Cs. Creator Content will be subject to Company’s right and ability to take down such Creator Content at any time for any reason. Creator will comply and/or assist with any such takedown request from Company.
3.Creator Rules, Attribution, and Compensation.
A.Rules.
Creator must (a) have a validated email address, (b) register using Creator’s real name, (c) provide a list of affiliated social media channels, (d) have at least one valid social media account to verify Creator’s identity, (e) keep at least one valid social media account linked to Creator’s Program account throughout the Term, (f) maintain the minimum number of 1000 social media followers.
Creator must agree to (a) the Ascendance Games Community Rules (including the Content Guidelines) (“Community Rules”)
Creator must be approved by Ascendance Games and, if so approved, will receive an email notifying Creator of Ascendance Games’ approval. Once approved, Creator may retrieve his/her/its Creator link or code from the Creator Portal.
If Creator is found in violation of this Agreement, the Community Rules, Creator will be banned from further use of the Creator Portal and Creator acknowledges that he/she/it shall have no right to any current earned funds or any future funds generated by Creator’s links or codes in the event of any such ban. In addition, without limiting the foregoing, Company reserves the right (except as specifically prohibited by applicable law) to require a Creator to return or reimburse Company for all or any portion of such Creator’s compensation received hereunder where Company’s determination to issue payment to such Creator is or was the result of any conduct, act, or omission of such Creator involving fraud, willful misconduct, bad faith, or violation of applicable law or this Agreement (in each case as determined by Company).
B.Attribution.
A user becomes an “Attributed User” when the user clicks an attribution link or enters a creator code using any device that the user has signed into using the user’s Ascendance Account ID. As further described (and subject to the conditions specified) in Section I.3.C, Creator will receive compensation in the form of a commission for purchases and/or redemptions made by an Attributed User in a Video Game or the Ascendance Games portal if attributed to Creator.
An Attributed User is only from the most recent attribution. A user cannot be attributed to themselves. Once a user has been attributed, they always have a last attribution, which is the attribution link or code that the user has most recently used. Creator will only be compensated for purchases or redemptions made by Attributed Users that specifically are attributed most recently to Creator.
C.Compensation.
Creator’s compensation under this Agreement will consist of compensation for commissions on attributed purchases and/or redemptions that total, in the aggregate, more than $100 (the “Compensation Threshold”) during any calendar month (each such period, a “Compensation Period”).
For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, no compensation is earned or credited prior to (a) becoming verified by Company as an Active Creator (as defined below) and (b) meeting the Compensation Threshold. The Compensation Threshold is considered on an annual basis (i.e., every 12 months starting from the Effective Date), and if it is not met within a period of 12 consecutive months, any attributed purchases and/or redemptions for such 12-month period will reset to zero.
In addition, without limiting the foregoing, if at any time during the Term a Creator does not meet the Compensation Threshold for at least 12 consecutive months, Company reserves the right to close such Creator’s Program account and terminate this Agreement.
Compensation for attributions that meet the Compensation Threshold occur at least 45 days from the end of the applicable Compensation Period, and, in the case of Creator’s first compensation, his/her/its compensation will occur at least 45 days after the end of the first calendar month as a Creator.
Creator must provide accurate tax and payment information within 60 days of the Effective Date, at which point such Creator will be deemed an “Active Creator.” If a Creator fails to provide such tax and payment information within such 60-day period, (a) any attributed purchases and/or redemptions for such 60-day period will reset to zero, and (b) such Creator shall be removed from the Program and shall have their associated Program account terminated.
To change payment information, Creator must contact player support or such other point of contact as Company may designate from time to time.
A Creator’s commission rate for attributed purchases and redemptions will be reflected in the Creator Portal.
Company will use commercially reasonable efforts to provide advance notice of any rate changes. Any changes will only affect Creator links and codes attributed after the applicable rate change.
1.Performance.
Creator shall use all reasonable efforts and exercise good faith in fulfilling his/her/its obligations under this Agreement. Creator shall use official terminology in connection with Company’s products or services, in each case as provided by Company. Creator shall promptly remove/delete any Creator Content upon Company’s request. In connection with this Agreement, Creator shall comply with all applicable laws and guidance, including, without limitation, (a) the Federal Trade Commission Guides Concerning the Use of Endorsements and Testimonial in Advertising (as they may be updated) (the “FTC Endorsement Guides”) and (b) the Creator Disclosure Guidelines (as they may be updated) (the “Disclosure Guidelines”).
2.Creator Content.
Creator shall ensure that the Creator Content will comply with any Company instructions, and also shall ensure that no Creator Content will (a) include inappropriate or offensive content (as solely determined by Company in its reasonable discretion); (b) misrepresent the source of anything in the Creator Content, including impersonation of another individual or entity; (c) include links to external sites that violate these provisions; or (d) include content that is protected by intellectual property laws, rights of privacy or publicity, or any other applicable law unless Creator owns or controls the rights thereto or has received all necessary consents such that the use thereof in accordance with this Agreement by Company, and its licensees, successors, assigns and agents (collectively, the “Permitted Parties”) shall not violate the rights of any third party.
3.Grant of Rights/Usage.
Company shall retain ownership of materials created by Company or provided by Company (including, without limitation, any Company trademarks, logos, or other intellectual property) for incorporation into the Creator Content (“Company Materials”).
Ownership of the Creator Content, excluding Company Materials that may be incorporated therein, shall vest in Creator, provided that Creator may not use the Creator Content except as provided herein or as approved by Company.
Creator grants the Permitted Parties the royalty-free, worldwide, irrevocable, fully paid-up right and license to use, reproduce, distribute, modify, publicly perform, translate, create derivative works from, publicly display and otherwise exploit the Creator Content solely for the purpose of advertising and promoting Video Games in accordance with the terms of this Agreement during the Term. Company has no obligation to remove or delete posts to social media platforms or on archival portions of its website(s) that contain the Creator Content after the Term so long as such Creator Content was posted during the Term and otherwise in accordance with this Agreement. In addition, without limiting the foregoing, Company shall have the right to use, copy, modify, adapt, distribute, and otherwise commercially exploit the Creator Content in connection with the development and exploitation of new features, elements, or game modes for Video Games, as applicable (such content, “Game Content”), or for archival purposes, as applicable. In all cases, Creator shall have no claim to compensation (other than as specified herein) and no claim (including, without limitation, claims based upon invasion of privacy or right of publicity) arising out of any use or blurring of the Creator Content. The parties acknowledge that the Creator Content and other materials distributed or made available during the Term may be retained by third parties and may be available and accessible in other media, including, without limitation, online through third party websites, platforms, and/or services, whether during or after the Term, and that (i) Company cannot control all of such availability or accessibility, (ii) such availability or accessibility shall not be deemed a breach of this Agreement, (iii) Company will not have any obligation related thereto, and (iv) Company will not be responsible or liable for such availability or accessibility or for the acts or omissions of third parties with respect to such materials. The foregoing limit on Company’s liability with respect to third party use of the Creator Content shall survive the expiration or termination of this Agreement. It is further understood and agreed that Company is not obligated to use in any manner any Creator Content or any other materials or services provided under this Agreement.
4.Compensation.
In full consideration to Creator for entering into this Agreement and for all of Creator’s services hereunder and all rights granted by Creator herein, and provided that Creator fully and completely performs all of Creator’s services as contemplated herein, Company agrees to pay Creator (and Creator agrees to accept) the compensation as set forth (and subject to the conditions specified) in Section I.3.C. Company shall not be liable for any broker’s and/or agent’s fees or commissions, taxes, production company fees, or other payments to third parties payable by Creator in connection with this Agreement or Creator’s services hereunder.
5.Representations/Warranties.
Creator represents and warrants that (i) if Creator is an individual, Creator is (A) at least 18 years of age (or the age of majority, if greater than 18, as defined in Creator’s country of residence) or (B) a Minor and has a parent or legal guardian that has accepted this Agreement on Creator’s behalf; (ii) Creator has the right to enter into this Agreement and has no conflicting commitments or obligations that would interfere with Creator’s ability to perform the services required of Creator and the rights herein granted; (iii) Creator has not acquired the number of social media followers Creator has as of the Effective Date, nor shall Creator acquire any social media followers during the Term, by means of any automated program or similar technique/method, or fraudulent behavior of any kind, and any representation Creator has made to Company with respect to the number of social media followers Creator has acquired is truthful and accurate, to the best of Creator’s knowledge; (iv) all information provided hereunder by Creator to Company in connection with the Program (collectively, “Program Information”) is accurate and complete, and Creator agrees to keep his/her/its Program Information (including, without limitation, any tax, payment, address, and/or residency information) up-to-date, accurate, and complete; (v) in the event Creator makes any public statements in connection with this Agreement, Creator shall clearly and conspicuously disclose Creator’s affiliation with Company in accordance with the FTC Endorsement Guides and the Disclosure Guidelines, in a form and with a placement to be approved by Company; (vi) any claims Creator makes about Company or Company’s products or services shall reflect Creator’s honest and truthful opinions; (vii) if Creator’s positive opinion(s) about Company or Company’s products or services should change during the Term so that Creator no longer can truthfully endorse Company, Creator shall immediately advise Company and Company shall have the right to terminate the Agreement; and (viii) Creator and the Creator Content shall comply with all applicable laws and the highest industry standards. In addition, Creator represents and warrants that any Creator Content or other materials published by Creator hereunder represents fair, accurate, and truthful representations of what is represented, and specifically: (x) all products represented are the actual products, without any enhancement, alteration, or additional ingredients, (y) any products represented were used in conformity with relevant instructions, and (z) any demonstrations are displayed without any special effects or any other method which would enhance or alter the performance or appearance, including without limitation filters or Photoshop.
The parent or legal guardian referenced in Section II.5.a.(i)(B) above (if any) represents and warrants that she or he has the right to enter into, and has a legal right to accept, this Agreement on Creator’s behalf as her or his parent or legal guardian.
6.Termination.
Company may terminate this Agreement with 15 days’ notice for any reason or no reason at all. Company may also terminate this Agreement with 15 days’ notice for inactivity if Creator has not met the Compensation Threshold at any time during the last 12 consecutive months. Either party may terminate this Agreement in the event of a material breach by the other party. If an Event of Force Majeure (as defined below) occurs, in addition to any other rights and remedies that Company may have hereunder or at law or in equity, Company shall have the right to immediately terminate this Agreement. “Event of Force Majeure” is defined as a natural catastrophe, pandemic, labor dispute or strike, act of God or public enemy, war, municipal ordinance, state or federal law, governmental order or regulation, or any other similar cause beyond Creator’s control that adversely affects Creator’s services or the Permitted Parties’ rights to use/create the Creator Content.
In the event of termination of this Agreement pursuant to Section II.6.a. above, (i) Creator shall be removed from the Program and shall have their associated Program account terminated, and (ii) Creator shall only be entitled to payments accrued as of the date of such termination that meet the Compensation Threshold as set forth in Section I.3.C.
7.Confidentiality.
Creator will not disclose (including, without limitation, via social media, etc.) any trade secrets or confidential information of Company to any third parties, including, without limitation, any content of any advertising that Company has not yet released to the general public, Creator’s relationship with Company (unless and until publicly disclosed by Company), and any of the terms of this Agreement (including, without limitation, the amount of compensation paid hereunder).
8.Non-Union.
Given the nature of the services to be performed by Creator, the parties do not envision that any of Creator’s services hereunder will be performed, or that any of the Creator Content will be produced, within the jurisdiction of any union or guild agreement, including, without limitation, the SAG-AFTRA Commercials Contract (the “SAG-AFTRA Commercials Contract”). However, if it is ever determined that any of Creator’s services or the Creator Content fall within the jurisdiction of the SAG-AFTRA Commercials Contract, and provided that no coverage waiver applies under the SAG-AFTRA Commercials Contract, then: (a) Creator will be entitled to minimum scale payments payable pursuant to the SAG-AFTRA Commercials Contract, which payments shall be credited against the portion of Creator’s compensation which is allocated by Company to services covered by the SAG-AFTRA Commercials Contract (with such allocation to be reasonable and consistent with any applicable guidelines) (the “Allocated Portion”), (b) in exchange for an additional payment of $100, Company shall be entitled to unlimited editing rights with respect to the use of the applicable Creator Content on the internet and in new media, and (c) Company will cause contributions to be made, on Creator’s behalf, to the applicable union’s or guild’s pension, health and welfare plans, with the amount of such contributions to be calculated based on the Allocated Portion.
9.Indemnities/Disclaimers.
Each party agrees to indemnify, defend and hold the other, and each of their parent, subsidiary, and affiliated corporations and their respective directors, officers, employees, agents, successors and assigns, from and against any and all third party claims, loss, liability, injury, property damage, costs or damages arising from actual or threatened claims or causes of action for (a) their alleged or actual breach of this Agreement or (b) their gross negligence or willful misconduct. In addition, Company agrees to defend, indemnify and hold Creator harmless from and against any and all third party claims, damages, liabilities, costs and expenses (including, without limitation, reasonable outside attorneys’ fees) arising out of any Company products or services, except as caused by Creator’s negligence or misconduct. This provision shall survive the expiration or termination of this Agreement. NOTWITHSTANDING ANY OTHER PROVISION HEREOF, IN NO EVENT SHALL COMPANY OR ITS DIRECT OR INDIRECT SUBSIDIARIES, CONTROLLED AFFILIATES, AGENTS, EMPLOYEES, OR REPRESENTATIVES BE LIABLE TO CREATOR, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY LOST PROFITS, BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITY.
10.No Insurance.
Creator acknowledges that Company does not provide for nor carry any insurance of any kind for Creator’s benefit or that of Creator’s heirs, executors and administrators relative to Creator’s obligations under this Agreement. Creator is solely responsible for obtaining and paying for any life, accident, automobile, property or other insurance relative to Creator’s services under this Agreement.
11.Miscellaneous.
Any payments made hereunder shall be subject to any deductions required by law. The parties are solely independent contractors, and Creator shall not be considered an agent or employee of Company. If an agent acts on Creator’s behalf and affirmatively accepts this Agreement, such agent represents and warrants that it has the right and authority to act on Creator’s behalf and bind Creator to the terms hereof. This Agreement contains the entire understanding between Company and Creator with respect to the subject matter hereof, may not be altered or waived except by a writing signed by both parties, and shall be governed by the laws of Alberta, Canada applicable to contracts executed and performed entirely therein. Any action to enforce this Agreement shall be brought exclusively in the state or federal courts located or having jurisdiction in Alberta, Canada and Creator irrevocably submits to the jurisdiction of such courts and agree to waive any objection that such courts are an inconvenient forum for the resolution of such action.
12.Severability.
Should any portion of this Agreement be rendered void or unenforceable by any court of competent jurisdiction, the remaining provisions shall nevertheless be binding upon the parties.