GAMEFAM CREATOR FUND SUBMISSION AGREEMENT

This Gamefam Creator Fund Submission Agreement (“Agreement”) is between you and Gamefam, Inc. (“Gamefam”).

If you would like to apply for the Gamefam Creator Fund (the “Program”), you must first agree to all of the terms, conditions and obligations contained in this Agreement.  Your personally identifiable information submitted as part of your application submission will be handled in accordance with Gamefam’s Privacy Policy.  If you disagree with, or do not understand, any of the terms, conditions and obligations in this Agreement or Gamefam’s Privacy Policy, then you should not apply to the Program.

In consideration for your agreement to be bound to this Agreement, Gamefam will allow you to share your Submission (as defined below) with Gamefam through the Program.  By making a Submission, you are telling us you agree to this Agreement.

This Agreement includes terms and conditions that limit Gamefam’s liability.  Please see Section 7 for more information.

1.              APPLICANT ELIGIBILITY REQUIREMENTS

In order for you to be initially eligible for the Program, you must meet the following criteria as of your initial application date:

a.     You are not an employee or independent contractor for a company that develops or publishes video games.  If you become an employee or independent contractor for a company that develops or publishes video games after your submission date, you must immediately notify Gamefam.

b.     You have reached the age of majority for the jurisdiction in which you reside.

Gamefam may establish additional criteria for the Program following your initial submission; and if so, your ongoing eligibility to be considered for the Program may be subject to the additional criteria.

2.              SUBMISSION REQUIREMENTS

The Gamefam Creator Fund endeavors to provide the world’s most innovative creators with financial, design, and live ops resources they need to create amazing experiences for amazing communities.  In furtherance of the Program, Gamefam has important requirements in place to ensure that your initial and any subsequent game demos, game design plans, ideas, submissions, materials, documents, plans, prototypes, models, storyboards, drawings, artwork and anything else that you choose to tell or share with Gamefam (collectively, “Submissions”), respects the intellectual property rights of Gamefam and other third parties.  To that end, you represent and warrant to Gamefam all of the following in connection with your Submissions:

a.     No element of the Submissions: (A) infringes upon or violates the personal or property rights or any other rights of any person or entity (including, without limitation, the rights of copyright, trademark, privacy and publicity); or (B) contains any element or material that in any manner constitutes a libel, slander or other defamation of any person or entity.

b.     Your Submissions will not conflict with any current or past agreements with any third party, including without limitation, and current or former employer or client.

c.      You own one hundred percent (100%) of all right, title and interest in and to your Submissions.  To be clear, if you co-created the Submissions with other persons, you are not eligible to apply to the Program on your own.

d.     Your Submissions are not comprised of any artificial intelligence writing or image tools such as ChatGPT, Midjourney, etc.

e.     The Submissions are wholly fictional and are not based in whole or in part on any actual individual, whether living or dead, or any “real life” incident.

f.      No claims, litigation or other proceedings have heretofore been asserted and/or brought, and no claims, litigation or proceedings are pending, nor have any of the foregoing been threatened, relating to the Submissions.

g.     You have not in any way licensed, encumbered, optioned, disposed of or mortgaged the Submissions or any part thereof.

h.     No element of the Submission references, includes, or is derived from Gamefam Intellectual Property (as defined below). 

3.              INTELLECTUAL PROPERTY RIGHTS

a.     Subject to Section 3(b), as between you and Gamefam, you own all right, title and interest in and to your Submissions, and Gamefam shall be entitled to the unrestricted use and dissemination of such Submissions without compensation or further acknowledgement to you.    You hereby grant Gamefam an irrevocable, perpetual, non-exclusive, worldwide, assignable, sublicensable license to use, modify, display or publicly perform the Submission in any way that Gamefam elects in its sole and absolute discretion.

b.     As between you and Gamefam, Gamefam owns all right, title and interest in and to Gamefam Intellectual Property.  “Gamefam Intellectual Property” includes, but is not limited to: (A) all video games and user experiences that Gamefam currently or in the past has developed or published in part or whole on any platform including, but not limited to, Roblox, Fortnite and other metaverse platforms (collectively, “Gamefam Experiences”) and all elements, assets and intellectual property comprising such Gamefam Experiences; (B) trademarks, trade dress and trade name rights and similar rights that are owned, licensed or controlled in part or whole by Gamefam; (C) all derivative works, derivative rights, allied rights, ancillary rights, and all other similar rights of every kind and nature arising from or related to the Gamefam Experiences; and (D) all modifications, alterations, updates and improvements to those intellectual property rights described in subsections (A) through (D).

4.              CONFIDENTIALITY OBLIGATIONS

Gamefam will not treat any of your Submissions in confidence.  Furthermore, you understand and acknowledge that your Submissions and anything else you disclose to Gamefam: (a) is not subject to confidentiality obligations between you and a third party; and (b) will not be kept confidential by Gamefam. You agree there shall be no recourse against Gamefam for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

5.              SUBMISSION REVIEW PROCESS

Gamefam has the right in its sole and absolute discretion to decide whether or not to review your Submissions and/or engage in conversations with you in connection with your Submissions.  Gamefam has no obligation to develop, publish, fund or otherwise support your Submissions unless and until Gamefam and you first enter into a separate agreement signed by you and a company officer for Gamefam.  As part of the submission review process, Gamefam may provide you with feedback, input, suggestions, recommendations, improvements, changes and other ideas related to the Submissions (collectively, “Gamefam Feedback”).  Gamefam disclaims any and all representations and warranties related to the Gamefam Feedback.

6.              INDEPENDENT DEVELOPMENT BY GAMEFAM

Gamefam is in the business of creating, designing, acquiring, developing and publishing video games and experiences.  There are countless games, experiences and concepts that Gamefam has been involved with consulting, developing, ideating, prototyping, testing, etc. that is unknown to you and the general public (collectively, “Unpublished Concepts”).  Such Unpublished Concepts may be identical or similar to your Submissions.  Furthermore, Unpublished Concepts may be competitive in nature to your Submissions.  You understand and agree that any similarities between your Submissions and Unpublished Concepts is coincidental.  Nothing in this Agreement shall be construed to limit, restrict or prevent Gamefam’s right to further develop, publish or otherwise exploit Unpublished Concepts, and you shall not have any right, title or in interest in and to such Unpublished Concepts, including without limitation, the income or profits derived therefrom.

7.              limitated liability; WAIVER

a.     IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, UNLESS REQUIRED BY APPLICABLE LAW (SUCH AS DELIBERATE AND GROSSLY NEGLIGENT ACTS) OR AGREED TO IN WRITING, SHALL GAMEFAM OR ANY OF ITS AFFILIATES OR SUBSIDIARIES BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING AS A RESULT OF THIS AGREEMENT, YOUR SUBMISSION, OR THE PROGRAM (INCLUDING BUT NOT LIMITED TO LOSS OF GOODWILL OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES), EVEN IF GAMEFAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT WILL GAMEFAM BE LIABILE TO YOU FOR ANY AMOUNTS THAT EXCEED ONE THOUSAND DOLLARS ($1,000).

b.     IF YOU BREACH ANY OF THE SUBMISSIONS REQUIREMENTS UNDER SECTION 2, THEN YOU KNOWINGLY AND INTENTIONALLY WAIVE, RELEASE, DISCLAIM, AND RELINQUISH ALL CLAIMS AND ACTIONS (INCLUDING WITHOUT LIMITATION, THOSE RELATED TO U.S. COPYRIGHT LAWS, MISAPPROPRIATION, EXPRESS OR IMPLIED CONTRACT), AND REMEDIES (E.G., DAMAGES, TEMPORARY RESTRAINING ORDER, AND INJUNCTION) THAT YOU HAVE OR MAY HAVE IN THE FUTURE AGAINST GAMEFAM IN ANY MANNER RELATED TO YOUR SUBMISSIONS, ANYTHING ELSE YOU DISCLOSE TO GAMEFAM, OR THIS AGREEMENT.

8.     indemnification

You agree to indemnify and hold GAMEFAM, ITS subsidiaries and ITS affiliates, and their respective MEMBERS, directors, SHAREHOLDERS, officers, agents, partners and employees, harmless from any THIRD-PARTY loss, liability, cost, expense, claim, damages, or demand, including without limitation reasonable attorneys’ fees arising out of OR RELATED TO YOUR BREACH OF ANY OBLIGATION, representation OR warrantY set forth in THIS AGREEMENT.

9.     GOVERNING LAW

This Agreement shall be construed under the laws of the United States of America, State of Delaware.  You and Gamefam: (a) consent to submit to the exclusive personal jurisdiction of any federal court located in New Castle County in the State of Delaware, in any action or proceeding for the adjudication of any dispute in connection with this Agreement; (b) agree that all claims in respect of such action or proceeding must be heard and determined only in any such court located in New Castle County; and (c) agree that neither party will attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court.  Each party waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto.

10.  MISCELLANEOUS TERMS

Please note that Gamefam reserves the right, at its sole and absolute discretion, to cancel or modify the Program and/or the terms of this Agreement.  Your ongoing consideration for the Program will be subject to your acceptance of any such changes to the Program and/or this Agreement.  If any portion of this Agreement is held by a court of competent jurisdiction to be invalid for any reason, the remainder of this Agreement shall not be deemed invalid but shall remain in full force and effect, and shall be enforced to the fullest extent permitted by law.  The language of this Agreement shall in all cases be construed as a whole according to its fair meaning and not strictly for or against you or Gamefam.  The headings used in connection with the sections of this Agreement are inserted only for the purpose of reference.  The identity of the drafter or the relative bargaining power of the parties shall not be considered in construing or interpreting any provision hereof.  The relationship between you and Gamefam is that of independent contractors.  Each party expressly disclaims any partnership, joint venture, principal/agent, or fiduciary relationship as between the parties, and nothing herein shall be construed to create any fiduciary duties as between the parties.  You may not assign, delegate, or transfer this Agreement or your related rights or obligations without the prior written consent from Gamefam. Gamefam may transfer, assign, or delegate this Agreement and its rights and obligations to any third-party without your consent.