Member Content Agreement

Member Content Agreement as of 06/19/2020
This Member Content Agreement (this “Agreement”) is a binding agreement between you, the individual identified by your customer account on this website or the legal entity you represent, and DDAC Enterprises, LLC. (“DDAC”) the parent company of website marketplaces including ManChildLtd, and is a part of, and an Additional Terms under, our Terms of Use Agreement.

This Agreement covers your participation in, and use of the Chronicler’s Delight, Monsters Menagerie, Traveler’s Compendium, Thy Kingdoms Come and the website, www.ManChildLtd.com (the “Program”).

1. Acceptance
You accept this Agreement by clicking “I Agree” to set up and submit a new title (the “Work”) to DDAC.

2. Intellectual Property Definitions
(a) DDAC Enterprises, LLC. d/b/a ManChild, Ltd. (Collectively, the “Owner”) has sublicensed certain limited rights to use elements of Owner’s EverLore tabletop roleplaying game, part of the BoundLess gaming system (“Owner’s IP”) to you and under the terms of this Agreement.

Owner’s IP includes any and all EverLore tabletop roleplaying materials and content made available to you through the Program including, but not limited to:

EverLore’s rule sets
Portions and elements of EverLore’s campaign settings
Artwork and other graphics, templates and materials

Owner’s IP may be amended at any time and for any reason whatsoever without liability to you. However, any Work published in the Program prior to the removal of Owner’s IP will not require the removal or amendment of that Work.

(b) “Program IP” shall be defined as any Member Generated Content (defined, below) distributed by the Program.

(c) “Member Generated Content” shall be defined as the copyrightable elements included in your Work, such as original characters, scenes, locations and events. Member Generated content shall not include the illustrations and cartographic artwork included in your work. Per the terms of this Agreement, you expressly agree that your Member Generated Content, once submitted to the Program will become Program IP and usable by other members of the Program as well as the Owner as described in this Agreement. Submitted Member Generated Content shall be in the pdf, doc, docx, ppt, pptx, xls, xlsx, odp, odt, or epub formats with a Maximum size of 25MB.

3. Account Information; Account Suspension.
(a) Account Information; No Multiple Accounts. You must have an active paid user account in order to participate in the Program. You must ensure that all information you provide in connection with establishing your paid account, such as your name, address and email, is accurate when you provided it, and you must keep it up to date as long as you use the Program. You may maintain only one account at a time. You will not use false identities or impersonate any other person or use a username or password you are not authorized to use. You also consent to our sending you emails related to the Program and other publishing opportunities. This consent regarding contacting you by email takes precedence over any contrary directions you may have given us, including through our website ManChildLtd.com, any Owner email, or any Social Media pages or channels operated by Owner.

(b) Account Security. You are solely responsible for safeguarding and maintaining the confidentiality of your account username and password and are responsible for all activities that occur under your account, whether or not you have authorized the activities. You may not permit any third party to use the Program through your account and will not use the account of any third party. You agree to immediately notify ManChildLtd.com of any unauthorized use of your username, password or account.

(c) Account Suspension. We may suspend your account or your participation in the Program at any time. You acknowledge that if we do so, you may be prevented from accessing communications and content on the ManChildLtd.com. If we suspend your account, you must stop using all ManChildLtd.com accounts and you will not create any new accounts.

4. Rights Granted to You.
(a) Subject to your compliance with the terms of this Agreement, DDAC grants you the limited, nonexclusive, nontransferable, personal, worldwide and revocable right to use and otherwise incorporate Owner’s IP and Program IP into your Work(s) for distribution through the Program on ManChildLtd.com or other DDAC platforms and channels at the sole discretion of Owner.

(b) Except for short promotional excerpts used to promote your Work, you may not display, recreate, publish, distribute or sell your Work (or derivatives thereof) outside of the Program administered on DDAC websites or through other platforms or channels authorized or offered by Owner.

5. Rights You Grant to DDAC
(a) No Reversion. Due to the collaborative nature of the Program, you are granting us broad licenses in your Work and your Member Generated Content included in your Work, and the rights to your Work will not be reverted once it is published in the Program. You will have the ability through online tools at DDAC websites to stop public display and sale of your Work on DDAC marketplaces, but not to stop the sale of works of other authors in the Program even when such works use your Member Generated Content that you originally created in your Work and thereby became part of the Program IP for other authors to use.

(b) Exclusive License to your Work. Effective as of the date you setup your Work through the Program on DDAC’s website, you grant us the exclusive, irrevocable license for the full term of copyright protection available (including renewals), to develop, license, reproduce, print, publish, distribute, translate, display, publicly perform and transmit your Work, in whole and in part, in each country in the world, in all languages and formats, and by all means now known or later developed, and the right to prepare derivative works of your Work.

(c) Exclusive License to all Member Generated Content in your Work. Effective as of the date we first make your Work available through the Program, you grant us the exclusive, irrevocable license for the full term of copyright protection available (including renewals), to all Member Generated Content included in your Work. You agree that the Member Generated Content is available for unrestricted use by us without any additional compensation, notification or attribution, including that we may allow other Program authors, the Owner and other third parties to use the Member Generated Content.

6. Waiver of Claims; Waiver of Moral Rights.
In order to prevent legal claims that could be disruptive to the Program participants or impede the ability of you and other Program authors to participate in the Program, you irrevocably waive any legal claim you may have under any theory of law in any territory that your rights were infringed due to any use of your Member Generated Content the Owner or its affiliates, licensees and sublicensees, and/or any other Program authors, including copyright infringement. This waiver does not apply to royalty payments we may owe you under Section 7. You also irrevocably waive any moral rights in your Work and agree not to assert any moral rights in your Work against us, the Owner, and/or other Program authors. If, under any applicable law, this waiver of moral rights is not effective, you acknowledge that your Work is subject to the licenses you grant in Section 4 without any credit obligation, that you intend for your Work to be used in this way, and that this form of use will not be contrary to your moral rights.

7. Royalties and Payments
(a) Royalties. As full consideration of the rights you grant us under this Agreement, we will pay you a 80% royalty of the price paid on digital download format sales of your Work.

(b) Sales taxes and freight charges are not considered part of the price paid.

(d) Royalties are computed in US dollars.

(e) Royalties are paid via PayPal. Royalties on a sale of your Work shall be paid to you 60 days after the sale.

(f) Owner may send complimentary copies of your work for reasonable promotional and administrative purposes. No royalties shall be paid to you on such copies.

(g) You shall set the sale price of your Work. DDAC may include your Work in site promotional sales events at discounts up to 40% off your normal sale price.

8. Representations, Warranties and Indemnity.
You represent and warrant that:

(a) You are old enough to form a legally binding contract.

(b) If you are accepting this Agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind that company or legal entity.

(c) Excluding the Owner’s IP and Program IP which we license to you and excluding the illustrations and cartographic artwork in your Work, you are the sole owner of all rights in your Work. You have the rights or license to use the illustrations and cartographic artwork in your Work.

(d) Your Work does not contain material that is libelous; that violates the copyrights or trademarks of another party; that violates the law; or that the general public would classify as pornography.

You will indemnify and hold DDAC harmless from any liability or cause of action arising from any breach of your representations and warranties including all reasonable attorneys’ fees and costs.

9. No Obligation to Make Available or Sell.
You acknowledge that we have no obligation to market, distribute, or offer for sale your Work, or to continuing marketing, distributing or selling your Work after we have started doing so. We may remove your Work from the Program and cease further exploitation at any time in our sole discretion without notice to you.

10. Disclaimers; Limitation of Liability.
THE PROGRAM IS PROVIDED "AS IS." WE, THE OWNER, WILL IN NO EVENT BE LIABLE FOR ANY LOSS OF DATA, LOSS OF PROFITS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR RELIANCE DAMAGES ARISING FROM OR IN RELATION TO THIS AGREEMENT, OR FOR ANY EQUITABLE REMEDY OF DISGORGEMENT OR OTHERWISE, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. IN NO EVENT WILL OUR (OWNER) LIABILITY UNDER THIS AGREEMENT EXCEED THE GREATER OF (I) THE AMOUNT OF FEES DUE AND PAYABLE BY US TO YOU UNDER THIS AGREEMENT FOR THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM AND (II) FIFTY DOLLARS ($50.00). WE SPECIFICALLY DISCLAIM, WITH RESPECT TO ALL SERVICES, SOFTWARE, CONTENT OR PRODUCTS PROVIDED BY OR ON BEHALF OF US IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU AGREE THAT WE CANNOT ENSURE THAT EDITIONS OF YOUR USER GENERATED CONDITIONS WILL BE PROTECTED FROM THEFT OR MISUSE OR THAT CUSTOMERS WILL COMPLY WITH ANY CONTENT USAGE RULES. DDAC OR MANCHILDLTD.COM WILL HAVE NO LIABILITY ARISING FROM A FAILURE OF ANY SECURITY SYSTEM OR PROCEDURE OR OF ANY CUSTOMER TO COMPLY WITH ANY CONTENT USAGE RULES. WE CANNOT GUARANTEE THAT OUR SYSTEMS WILL ALWAYS BE AVAILABLE, AND WE WILL HAVE NO LIABILITY ARISING FROM SYSTEM OR PROCESS FAILURES, INTERRUPTIONS, INACCURACIES, ERRORS OR LATENCIES.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES; AS SUCH THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU IN ITS ENTIRETY.

11. Execution of Further Agreements and Documents.
Protection of rights sometimes requires formal filings of paper documents and it may be helpful for us to have physical signed versions of this Agreement or other documents. You agree to sign and deliver to us any further documents that we may reasonably request to confirm your grant of rights to us (Owner) under this Agreement, following all instructions we provide for signature and return (“Additional Documents”). If you do not complete and return any such Additional Documents within 30 days after we request them, you agree that we can sign the Additional Documents on your behalf and, to make your agreement legally enforceable, you hereby irrevocably appoint us as your attorney-in-fact with full power to execute, acknowledge and deliver the Additional Documents as required to confirm our rights. In legal terms, your appointment is a power coupled with an interest.

12. No Rescission or Injunctive Relief.
All rights granted to us (Owner) under this Agreement are irrevocably vested. No breach by us of this Agreement will entitle you to equitable relief, whether injunctive or otherwise, against or with respect to your Member Generated Content or any other works produced pursuant to the rights granted under this Agreement or their exploitation. If the rights granted to Owner under this Agreement should revert to you under any copyright law or similar law, and if you are at any time thereafter prepared to enter an agreement with a third party for the license, exercise or other disposition of all or any of those rights, you will, before entering into the agreement, give Owner notice of the proposed terms (and all modifications of the terms) and the party involved. In each case, DDAC will then have 15 business days in which to elect to acquire the rights involved on the terms you offered to that third party.

13. General Provisions.
(a) This Agreement constitutes the entire agreement between the parties with respect to its subject matter. If any provision of this Agreement is held invalid by a court or other tribunal with jurisdiction over the parties to this Agreement, that provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement will remain in full force and effect. The failure of either party to enforce any provision of this Agreement does not waive the party's rights to subsequently enforce the provision.

(b) The parties are independent contractors with respect to each other. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture among the parties hereto, or an employee/employer relationship.

(c) This Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

(d) You agree that all matters relating to your access to or use of the Program, including all disputes, will be governed by the laws of the United States and by the laws of the State of Ohio without regard to its conflicts of laws rules. You agree to the personal jurisdiction by and venue in the state and federal courts in Hamilton County, Ohio, and waive any objection to such jurisdiction or venue. The preceding provision regarding venue does not apply if you are a consumer based in the European Union. If you are a consumer based in the European Union, you may make a claim in the courts of the country where you reside. Any claim under this Agreement must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. You expressly acknowledge and agree that no recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees. In the event of any controversy or dispute between us and you arising out of or in connection with your use of the Program, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

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