CREATOR PARTNER PROGRAM AGREEMENT
This Creator Partner Program Agreement (the "Agreement") is entered into between Bluedrake42 Limited Company, a company organized and operating under the name Drakeling Labs ("Company," "we," "us," or "our"), and the undersigned applicant ("Partner," "you," or "your"). By checking the acknowledgment box on the partner application form, you represent that you are at least 18 years of age and agree to be bound by all terms and conditions set forth herein.
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1. ELIGIBILITY
Partner represents and warrants that they are at least 18 years of age and have the legal capacity to enter into binding contracts. If Partner is under 18 years of age, they are not permitted to apply for or participate in the Creator Partner Program.
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2. RELATIONSHIP OF PARTIES
Partner is an independent content creator. Nothing in this Agreement creates an employment relationship, joint venture, agency, franchise, or sales representative relationship between the parties. Partner has no authority to bind or represent Company in any capacity.
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3. FTC ADVERTISING DISCLOSURE AND COMPLIANCE
3.1 Partner acknowledges that they are receiving material compensation, benefits, and/or consideration as a result of this partnership, including but not limited to revenue sharing, free products, Steam keys, Supporter status, access to internal communication channels, and any other perks provided by Company.
3.2 Partner shall clearly and conspicuously disclose their status as a compensated partner of Drakeling Labs / Operation: Harsh Doorstop ("OHD") in all content, videos, streams, posts, social media publications, and any other public-facing material in which they reference, promote, review, or otherwise depict OHD, its products, or its affiliated services. Such disclosures must comply with the Federal Trade Commission's Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255) and all applicable federal, state, and local advertising and endorsement laws and regulations as they exist now or as they may be amended.
3.3 Partner assumes full and sole responsibility for ensuring compliance with all applicable FTC guidelines and any other applicable advertising or disclosure laws. In the event of any claim, fine, civil penalty, enforcement action, investigation, or legal proceeding brought by the FTC, any consumer protection authority, any individual consumer, or any other third party, arising out of or related to Partner's failure to comply with applicable advertising or disclosure laws in connection with this partnership, Partner shall bear full and exclusive responsibility for such matter, including without limitation all fines, penalties, damages, restitution, costs, and legal fees owed to the FTC, any government authority, individual consumers, or any other party.
3.4 Company shall bear no liability whatsoever for Partner's non-compliance with any applicable advertising disclosure law or regulation. Partner agrees to promptly notify Company if Partner becomes aware of any complaint, inquiry, or enforcement action related to the promotion of OHD or its products in Partner's content.
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4. LICENSE TO LIKENESS, BRANDING, AND INTELLECTUAL PROPERTY
4.1 Partner hereby grants to Company a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, reproduce, display, distribute, broadcast, and create derivative works from Partner's name, likeness, image, voice, username, brand, channel name, social media handles, profile images, logos, graphics, taglines, and any other identifying marks or materials (collectively, "Partner Branding"), for purposes including but not limited to: promotional and marketing materials, partner showcase pages on the Company website and affiliated platforms, social media promotion, press materials, bundles, announcements, and any other business purpose reasonably related to the partnership or Company's products.
4.2 This license survives the termination or expiration of this Agreement with respect to all materials created, published, or distributed during or in connection with the term of the Agreement.
4.3 Partner represents and warrants that they have full right and authority to grant the license described in this Section, and that the exercise of such license by Company will not infringe the rights of any third party.
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5. MERCHANDISE AND CREATED ASSETS
5.1 Company reserves the right to create, produce, manufacture, distribute, and sell merchandise, apparel, digital goods, physical products, collectibles, or any other items (collectively, "Partner Merchandise") that incorporate Partner Branding or are otherwise created in connection with this partnership, through Company's stores, storefronts, third-party platforms, or any other distribution channel.
5.2 Partner grants Company all rights, permissions, licenses, and consents necessary to create, produce, sell, advertise, and distribute such Partner Merchandise, including any intellectual property rights required therefor.
5.3 Company retains all rights, title, and interest in and to any Partner Merchandise and may continue to sell, distribute, and profit from such items indefinitely, including after the termination or expiration of this Agreement, without further obligation to Partner.
5.4 Company reserves the right, in its sole discretion and at any time, to revoke, reduce, or modify any revenue sharing arrangement related to Partner Merchandise, including during an active partnership period, without affecting Company's right to continue selling such items.
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6. PARTNER BENEFITS AND REVOCATION
6.1 Benefits provided under this Agreement, including any subscription packages, Supporter status, Steam keys, or other perks, are granted at Company's discretion and may be modified, suspended, or revoked at any time, with or without cause, upon written or electronic notice to Partner.
6.2 Any benefits provided hereunder are personal to Partner and may not be transferred or assigned.
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7. TERM AND TERMINATION
7.1 This Agreement is effective upon Partner's submission and Company's approval of the partner application and continues until terminated.
7.2 Company may terminate this Agreement immediately and without prior notice upon any breach by Partner. Partner may request termination by submitting written notice to
[email protected].
7.3 Upon termination, all benefits granted under this Agreement shall cease. Sections 3, 4, 5, 8, 9, and 10 shall survive termination.
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8. INDEMNIFICATION
Partner shall indemnify, defend, and hold harmless Company and its owners, officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, penalties, fines, and expenses (including reasonable legal fees and costs of defense) arising out of or related to: (a) Partner's breach of this Agreement or any representation or warranty herein; (b) Partner's violation of any applicable law, regulation, or FTC guideline, including any failure to properly disclose the partnership; (c) any content created, published, or distributed by Partner in connection with the partnership or OHD; or (d) any third-party claim arising from Partner's acts, omissions, or misconduct.
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9. DISPUTE RESOLUTION
9.1 Company's Election. Company may, at its sole and exclusive election, choose to resolve any dispute, claim, or controversy arising out of or relating to this Agreement through binding arbitration or through an action filed in a court of competent jurisdiction. Partner has no corresponding right to elect the dispute resolution method.
9.2 Arbitration. If Company elects arbitration, such arbitration shall be conducted on an individual basis under the rules of a recognized arbitration body selected by Company, and shall take place in Kentucky, United States. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. PARTNER WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
9.3 Court Proceedings. If Company elects to proceed in court, Partner consents to exclusive jurisdiction and venue in the state or federal courts located in Kentucky, United States, and waives any objection to such venue.
9.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, United States, without regard to conflict of law principles.
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10. GENERAL PROVISIONS
10.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE TO PARTNER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, OR LOSS OF DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT.
10.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Creator Partner Program and supersedes all prior discussions or understandings relating thereto.
10.3 Amendments. Company reserves the right to modify these terms at any time. Continued participation in the partner program following notice of updated terms constitutes acceptance of the revised terms.
10.4 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
10.5 No Waiver. Failure by Company to enforce any provision of this Agreement shall not be construed as a waiver of Company's right to enforce such provision in the future.
10.6 Assignment. Company may assign this Agreement or any of its rights hereunder without Partner's consent. Partner may not assign this Agreement without the prior written consent of Company.