Content Creator Terms and Conditions

Last update: 20 March 2024

The Company is the developer and worldwide publisher of the Company’s video games in the SLG segment (“Game” or “Endorsed Product”). These Content Creator Terms and Conditions (“Terms”) set out the terms and conditions for you, as a recognised social media personality with a substantial number of followers whose personal style and public persona, values and profile are aligned to and sympathetic with the Company’s brand and ethos, who wish to register, collaborate, or work (“Content Creator”) with FunPlus International AG, Switzerland, a company registered in Switzerland, whose registered office is at Bahnhofstrasse 2, 6300 Zug, Switzerland (“Company”) in the active promotion of the Endorsed Product to the extent and as specifically agreed in a separate Content Creator Collaboration Form as accepted by the Content Creator (“Form”).

By ticking the relevant checkboxes in the Form, the Content Creator confirms to understand and agree that Content Creator shall be bound by these Terms. Please read these Terms carefully and if you have any questions, you can reach us by email at global.legal@funplus.com or by post at the above address.

1. Services

1.1 Content Creator shall publish text guides (“Text Guides”), image guides (“Image Guides”, together with Text Guides, “Guides”), videos (“Videos”), Reel, Guide, Contest or other type of content as requested by the Company on YouTube, Facebook, Instagram, Twitter/X, Discord, VK, or other platforms as requested by the Company (“Designated Social Media Platforms”) which meet all requirements set out in the Terms (“Compliant Content”) to promote the Endorsed Product.

1.2 The Compliant Content submissions shall be separately determined in the Form (“Agreed Compliant Content”). Company shall be entitled to either terminate the Form or reduce the amount of Compensation at its sole discretion in the event Content Creator fails to complete his Contribution as described in the Form.

1.3 The Text Guides published by Content Creator shall be based on the description written in the Form agreed upon between the Company and Content Creator. The Text Guides must be reviewed and approved by the Company prior to being posted on the Designated Social Media Platforms. The Text Guides shall be properly formatted, including but not limited to the use of separate lines, paragraphs and serial numbers. Where appropriate and necessary, corresponding in-Game screenshots may be used for better readability.

1.4 The Content Creator shall not use any artificial intelligence tools or services (collectively, “AI”)—including so-called generative AI that can create text, images, video, audio, code, or other data based on training data—in connection with the Contributions without obtaining FunPlus` prior written consent on a case-by-case basis. Content Creator shall (i) clearly disclose in writing to FunPlus any content created using AI and (ii) identify the specific AI used in each case. Content Creator remains obligated to comply with all its obligations in these Terms, even if FunPlus may have consented to the use of AI on an exceptional case-by-case basis.

1.5 The Image Guide published by Content Creator shall be practical and clear, shall demonstrate only his/her own understanding and/or opinions, and shall be in a widely accessible format (png, jpeg, pdf, etc.). The form of the Image Guide may be tables, moving pictures or comics etc. In-Game screenshots alone shall not be considered Compliant Content.

1.6 The Videos published by Content Creator shall be based on the description written in the Form agreed upon between the Company and Content Creator. The Videos must be submitted to, reviewed and approved by the Company prior to being posted on the Designated Social Media Platforms. Where appropriate and necessary, corresponding in-Game footage may be used. The Videos must be narrated with voiceover or subtitles and posted on YouTube or Twitch.

1.7 All Content Creator’s expenses relating to the Agreed Compliant Content agreed in the Form shall be for Content Creator`s sole account, and these shall neither be included in the Compensation nor separately reimbursed.

2. Content Creator’s other commitments

2.1 The Company shall be entitled to the Agreed Compliant Content on an exclusive basis in respect of video games in the SLG segment as described in the Form.

2.2 The Content Creator:

confirms, where applicable and as so requested by the Company, that he/she has disclosed to the Company his/her prior commitments to provide services to third parties during the term of the Form;
agrees to continue to notify the Company in writing of all third-party commitments to which he/she agrees during that term within 14 days prior to entering into such commitment; and
confirms that the fulfilment of the Form or any and all of these Terms shall not cause the Content Creator to be in breach of any third-party commitments.

3. Content Creator’s obligations

The Content Creator agrees to:

render the Agreed Compliant Content as described in the Form (the nature and content of which he/she acknowledges has been fully explained to the Content Creator) in connection with the Endorsed Product;
perform the Agreed Compliant Content and act as a Content Creator for the Company and the Endorsed Product conscientiously and in a competent manner and to the full limit of his/her skill and ability and comply with all the Company’s reasonable instructions in connection with this agreement promptly;
not make any claims as to the properties, functionality or other qualities of the Endorsed Product other than those explicitly authorised in the Company`s instructions;
promptly pass on to the Company any complaints the Content Creator receives about the Endorsed Product or any questions or comments the Content Creator receives in relation to the Endorsed Product;
not make any pejorative statement relating to the Company, any of the Company’s other brand Content Creators or staff, or the Endorsed Product in public, online (including on social media), to the press or elsewhere;
perform the Agreed Compliant Content solely in accordance with the Company’s instructions or as defined herein, and all applicable guidelines and regulations, as updated from time to time;
remove any and all posts over which the Content Creator has control at the request of the Company as soon as practicably possible;
ensure that the Content Creator`s biography on those social media accounts accurately reflects their association with the Company;
keep the Company informed throughout the term of the Form of his/her address, email address, telephone number and mobile telephone number;
inform the Company immediately of any criminal prosecution or other complaint brought against the Content Creator after the signing date of the Formand of any actual or likely press speculation or inquiry into them, his/her personal or business affairs, or publication in relation to such matters;
inform the Company as promptly as reasonably practicable of any material developments or changes in the circumstances or activities of the Content Creator which could reasonably be expected to adversely affect the Company’s use of the Contribution;
not do anything which in the Company’s reasonable opinion would jeopardize the ability of the Content Creator to perform the services or prejudice the goodwill or reputation of the Company or the Endorsed Product;
where applicable, not provide any services to any third party, whether or not such third party is a charity, non-profit organization or public body, to endorse, promote or advertise any product or service that directly competes with the Endorsed Product, during the term applied in the Form, without the prior written consent of the Company

4. Content Creator’s warranties and indemnity

4.1 The Content Creator warrants, represents and undertakes to the Company that:

he/she has the legal capacity and is free contractually to enter into and to perform the obligations under the Form and these Terms and has not entered and will not enter into any professional, legal or other commitment which would or might conflict with or prevent him/her from doing so;
he/she is 18 years of age or older and he/she agrees to provide the Company with identification to confirm his/her age if required to do so by the Company;
he/she does not have any unspent criminal convictions of any kind subsisting at the date of accepting these Terms;
the Contribution will be wholly original to the Content Creator (save to the extent that he/she incorporates material provided by the Company) and will not infringe the copyright or any other rights of any third party;
the Contribution will not contain any defamatory matter nor breach any contract or law nor breach any duty of confidentiality, infringe any copyright or data protection rights, nor constitute contempt of court or obscenity;
he/she is and will remain for the term of the Form a “qualifying person” within the meaning of any relevant Copyright, Designs and Patents Act in any jurisdiction (“CDPA”);
the rights the Content Creator has granted to the Company are vested in the Content Creator absolutely and he/she has not previously assigned, licensed or in any way encumbered them (save under the terms of use of the social media platform where the copyright works are posted) and they agree not to do so in the future; and
he/she has disclosed in writing to the Company all material facts that are relevant to his/her engagement as the Company’s brand Content Creator, including the nature and duration of past and existing endorsement agreements between the Content Creator and third parties and endorsement agreements that are likely to be concluded during the term of the Form.

4.2 The Content Creator shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Company directly arising out of or in connection with any third-party claims or any action, adjudication or decision taken against the Company by any regulatory body, in each case directly or indirectly arising (in whole or in part) out of any breach by the Content Creator of 4.1.

4.3 The Content Creator hereby acknowledges and agrees that the Compensation described in the Form represents the full and final consideration for the Content Creator`s Contribution and any other services rendered under the Form and these Terms.

4.4 The Content Creator hereby confirms that he/she is self-employed and solely liable for all tax due in respect of products he/she receives under these Terms and shall indemnify the Company and keep the Company indemnified against any proceeding in respect of any non-payment by him/her in respect of any such tax.

5. Company’s obligations & Content Creator`s Compensation

5.1 In return for the services provided, for the duration of the Form, Content Creator shall be entitled to compensation as set out in the Form, subject to the conditions, the payment method, and the payment terms set out therein (“Compensation”).

5.2 The Compensation for Agreed Compliant Content shall exclusively exist of in-game items as specified in the Form, which can exclusively be used in the Endorsed Product (“In-Game Items”). Subject to Content Creator’s fulfillment of the of Agreed Compliant Content, the Content Creator shall be compensated with the corresponding In-Game Items as agreed in the Form.

5.3 Company and the Content Creator shall agree on the In-Game Items payable for the services rendered, based on the Agreed Compliant Content submissions published. Once the number of Agreed Compliant Content is approved and posted, Company shall make the In-Game Items available for use in the Content Creator’s player account as soon as practicable following the written notification thereof by the Content Creator in the Endorsed Product.

5.4 The Company warrants, represents and undertakes to the Content Creator that the Content Creator’s use, in accordance with these Terms, of any materials provided to the Content Creator by the Company for incorporation into the Contribution will not infringe the copyright or any other rights of any third party.

5.5 The Company shall indemnify the Content Creator against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Content Creator directly arising out of or in connection with any third-party claims or any action, adjudication or decision taken against the Content Creator by any regulatory body, in each case directly or indirectly arising (in whole or in part) out of any breach of 5.4.

6. Intellectual property rights

6.1 The Content Creator assigns to the Company absolutely with full title guarantee all its right, title and interest in and to the copyright and all other rights (including without limitation all performers’ property rights under the CDPA) throughout the world in all media whether now known or hereafter developed for the full period of copyright and all renewals, revivals, reversions and extensions thereof (and thereafter, insofar as the Content Creator is able, in perpetuity) including by way of present assignment of future copyright and all other rights in all products of the services including, without limitation, all performances and literary, artistic and musical material created by the Content Creator in the course of providing the services (together, the “Contribution”).

6.2 The Content Creator irrevocably grants to the Company his/her consent to make full use of the Contribution, and any extracts from the Contribution, in all media worldwide including but not limited in Company’s all official channels.

6.3 The Content Creator irrevocably grants to the Company a non-exclusive license worldwide in perpetuity to use, and authorize others to use, the Content Creator`s name and the biography, images, slogans, logos and signature provided to the Company by the Content Creator (together, the “Content Creator Image”) and recordings of interviews commissioned by the Company in connection with the exploitation, advertising and promotion of the Endorsed Product and otherwise for the purposes of fulfilling the obligations under the Form and these Terms for the purposes of announcing and publicizing, in all media, the Content Creator’s association with, and provision of the services to, the Company and in connection with any use of the Contribution, provided that no such use shall suggest that the Content Creator endorses any commercial products or services other than the Endorsed Product and, more generally, the Company’s products and services. In addition, the Content Creator grants the Company a non-exclusive worldwide license in perpetuity to use the Content Creator Image in connection with the Contribution for investor communications, archiving purposes, training and other internal and not primary advertising purposes. The Company agrees that all intellectual property rights in the Content Creator Image shall remain the exclusive property of the Content Creator.

6.4 The Content Creator recognises that the Company has the unlimited right to edit, copy, alter, add to, take from, adapt and translate the Contribution and dub it into one or more foreign languages and the Content Creator irrevocably and unconditionally waives the benefit of his/her moral rights arising under the CDPA and performers’ non-property rights arising under the CDPA in favor of the Company and all its licensees, sub-licensees, assignees and successors in title to the copyright in the Contribution.

6.5 The Company shall have the right to continue to use the Contribution and the Content Creator Image perpetually after the Expiration Date, together with all publications made based on the Contributions.

6.6 The Content Creator agrees to do such acts and execute such documents as the Company may reasonably require to vest in or confirm to the Company or (as appropriate) its successors in title and licensees the copyright and all other rights assigned or granted or purported to be assigned or granted by the Content Creator to the Company under these Terms. The Company shall reimburse the Content Creator for reasonable costs incurred by them in so doing.

6.7 This Section survives the expiration or termination of the Form or these Terms.

7. Publicity

7.1 The Content Creator agrees to refer all inquiries from the media and other third parties received by him/her concerning the Company or a Form to brandambassadorprogram@funplus.com with a copy to global.legal@funplus.com, or through the communication channel designated by the Company at the Discord platform.

7.2 The Content Creator shall be reasonably and clearly identified at all times and by Content Creator`s name, where applicable, in all material exploited by the Company under a Form , whether supplied by the Content Creator, created specifically for the purposes of a Form t, issued in supporting press releases, or otherwise.

8. Limitation of liability and indemnity

8.1 References to liability in this Section include every kind of liability arising under or in connection with a Form or these Terms including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.2 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

8.3 Nothing in these Terms limits any liability which cannot legally be limited, including but not limited to liability for:

death or personal injury caused by negligence; and
fraud or fraudulent misrepresentation.

8.4 Subject to 8.2 (no limitations in respect of deliberate default), and 8.3 (liabilities which cannot legally be limited):

each party’s total liability to the other shall not exceed the amount of the paid Compensation;
neither party shall have any liability to the other for:
1. loss of profits;
2. loss of sales or business;
3. loss of agreements or contracts;
4. loss of anticipated savings;
5. loss of use or corruption of software, data or information;
6. loss of or damage to goodwill; or
7. indirect or consequential loss;
the Company shall have no liability for loss of publicity or loss of opportunity to enhance the Content Creator’s reputation, even if the Company delays or abandons the production, sale or exploitation of the Endorsed Product or the use of the services.

9. Termination

9.1 The Company shall be entitled to terminate the Form on written notice with immediate effect, whether or not the Content Creator has been suspended previously, if the Content Creator:

is in breach of any material obligation contained in a Form or these Terms and (where such breach is capable of remedy) has failed to remedy that breach within seven (7) days of being notified of it;
is incapacitated or prevented from rendering the services for more than either fourteen (14) consecutive days or 28 days in the aggregate;
has committed a crime or has become involved in any situation or activity (including use or other association with illegal or illicit drugs) which tends in the reasonable opinion of the Company to expose the Company to disrepute, contempt, scandal or ridicule, or would tend to shock, insult or offend the public in any territory in which the Content Creator is rendering services, or reflects unfavorably on the Company’s reputation or products or if any act or conduct of the Content Creator shall prejudice the production or successful sales and exploitation of the Endorsed Product. The Company’s decision on all matters arising under this clause shall be conclusive. ; or
becomes bankrupt or any of his/her businesses become insolvent; or
the Content Creator fails to provide the Services in conformance with the requirements (if any) as specifically set out in Schedule 1.

9.2 The Company may terminate a Form at any time for convenience on seven (7) days ’written notice to the Content Creator.

9.3 On termination of a Form:

the Content Creator shall immediately cease to associate him/herself with the Company and remove references to the Company and the Endorsed Product from his/her social media profiles and, to the extent so requested by the Company, any past social media posts over which he/she has control;
neither party shall have any further obligation to the other under a Form and these Terms except as provided in a Form and these Terms;
the parties shall retain all rights, remedies and obligations that have accrued or become due prior to termination; and
the Company will remain entitled to all rights granted or assigned to it under a Form and these Terms.

10. Assignment and other dealings

10.1 The Content Creator shall not assign, transfer, mortgage, charge, subcontract or deal in any other manner with any of his/her rights and obligations under a Form and these Terms.

10.2 The Company may at any time assign or deal in any other manner with any or all of its rights and obligations under a Form and these Terms with or in relation to any Company group affiliate.

11. No partnership or agency

11.1 Nothing in a Form or these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the Company and Content Creator, constitute either party the agent of the other party, or authorize either party to make or enter into any commitments for or on behalf of the other party.

11.2 Each of the Company and Content Creator that has rights under a Form and these Terms is acting on its own behalf and not for the benefit of any other person.

12. Notices

12.1 Any notice or other communication to be given to a party under or in connection with a Form or these Terms shall be in writing and shall be:

delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
sent by email to: for Content Creator to the e-mail address included in the Form and for Company: global.legal@funplus.com with a copy to brandambassadorprogram@funplus.com or such email address as each party shall notify the other in writing from time to time.

12.2 Any notice given to the Content Creator under Section 12.1(b) by email shall be deemed to have been received when the Company receives a “read receipt” notification that the notice email has been opened or, if no read receipt is requested, six hours after the notice is sent.

12.3 Any other notice or communication sent under a Form or these Terms shall be deemed to have been received:

if delivered by hand, at the time the notice is left at the proper address;
if sent by pre-paid first-class post or other next working day delivery service, at the 5th Business Day after posting; or
if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours mean 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.

12.4 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

13. Entire agreement

13.1 A Form together with these Terms constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

13.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in a Form and these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

14. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).

15. Remedies

15.1 The Content Creator acknowledges that in the event of any breach of any obligations set out in a Form or any of these Terms by the Company, the Content Creator’s sole remedy will be an action at law for damages and in no event will it be entitled to rescind this agreement or receive any injunctive or other equitable relief which may affect the Company’s ability to exploit its rights relating to the Endorsed Product or the Contribution.

15.2 The Content Creator acknowledges that the services are of a unique character, and acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this agreement by the Content Creator. Accordingly, and without prejudice to any other rights or remedies that the Company may have under this agreement, the Company shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the obligations under a Form or these Terms.

16. Data protection

Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) any data protection legislation from time to time in force in Switzerland including Swiss Federal Act on Data Protection and the regulation (EU) 2016/679 the General Data Protection Regulation (GDPR). This clause is in addition to, and does not reduce, remove, or replace, a party’s obligations arising from such requirements.

Content Creator’s personal data under this Agreement will be processed by Company in accordance with the Suppliers’ Privacy Policy https://funplus.com/privacy-policies/.

17. Anti-bribery

17.1 The Content Creator shall:

comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the bribery acts in relevant jurisdictions (“Relevant Requirements”);
comply with such policies relating to ethics, anti-bribery and anti-corruption as the Company may provide to the Content Creator and update from time to time which can be accessed here; and
promptly report to the Company any request or demand for any undue financial or other advantages of any kind received by the Content Creator in connection with the performance of these Terms.

17.2 Breach of this Section shall be deemed a material breach of these Terms.

18. Waiver

No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

19. Third-party rights

No one other than a party to a Form , their successors and permitted assignees, shall have any right to enforce any of its terms.

20. Confidentiality

20.1 The Content Creator undertakes that he/she shall not at any time during the term of a Form, and for a period of three years after termination of a Form, disclose to any person any confidential information concerning the business affairs, customers, clients or suppliers of the Company or of any member of the group of companies to which the Company belongs except as expressly permitted in this clause.

20.2 The Company undertakes that it shall not at any time disclose to any person any confidential information concerning the Content Creator, his/her business affairs, personal matters and relationships and those of their immediate family.

20.3 Each party may disclose the other party’s confidential information:

to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Form and these Terms. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 20; and
as may be required by law, to a court of competent jurisdiction or any governmental or regulatory authority.

20.4 Neither party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Form and these Terms.

21. Changes to these Terms

The Company reserves the right to change these Terms at any time without prior notice. In the event that any changes are made, the revised Terms shall be posted on this page immediately. Please check the latest information posted herein to inform yourself of any changes.

22. Governing law

These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, a Form or its subject matter or formation shall be governed by and construed in accordance with the laws of Switzerland.

23. Jurisdiction

Each party irrevocably agrees that the courts of Zug, Switzerland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with a Form or these Terms or its subject matter or formation