GAME DEVELOPER PARTNER PROGRAM AGREEMENT
This Game Developer 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 (or are duly authorized to bind the studio or company you represent) and agree to be bound by all terms and conditions set forth herein.
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1. ELIGIBILITY
The individual accepting this Agreement represents and warrants that they are at least 18 years of age and are either entering into this Agreement on their own behalf or are duly authorized to legally bind the studio, company, or entity they represent.
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2. RELATIONSHIP OF PARTIES
Partner is an independent game developer, studio, or publisher. 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 entering into a commercial partnership arrangement with Company and may receive material benefits as a result of this partnership, including but not limited to promotional placements, co-marketing, bundle inclusion, and revenue-generating activities.
3.2 Where required by applicable law or FTC regulation, Partner shall clearly and conspicuously disclose the commercial nature of any partnership, co-promotion, or cross-promotional arrangement involving Company or OHD in all public-facing materials referencing such arrangements. 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 disclosure laws 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 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 laws or regulations 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.
3.4 Company shall bear no liability whatsoever for Partner's non-compliance with any applicable advertising or disclosure law or regulation.
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4. BUNDLE AND PROMOTIONAL PARTICIPATION
4.1 Partner agrees that once they have agreed — whether verbally, electronically, or in writing — to participate in any bundle, promotional campaign, sale, news post, curated feature, or other cooperative marketing initiative (collectively, "Promotions") organized or facilitated by Company, they may not unilaterally withdraw from or reduce their participation in that Promotion without Company's prior explicit written approval.
4.2 To request withdrawal from any active or upcoming Promotion, Partner must submit a written request to
[email protected]. A request to withdraw does not constitute approval of withdrawal. Withdrawal is only permitted upon Company's explicit written response granting that approval. Silence or non-response does not constitute approval.
4.3 In the event that Partner withdraws from any Promotion, removes their products from a bundle, reduces their agreed participation, or otherwise disrupts an agreed Promotion without first obtaining Company's explicit prior written approval as described in Section 4.2, Partner shall be liable to Company for damages equal to any reasonably demonstrable loss of sales, revenue, or promotional value directly resulting from the unauthorized withdrawal or disruption. Such damages may include but are not limited to Company's share of projected bundle revenue calculated based on available pre-sale data or comparable prior promotions, as determined by Company in good faith.
4.4 Company reserves the right to include Partner's name, logo, product names, game titles, and related branding in promotional materials for any agreed Promotion.
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5. LICENSE TO LIKENESS, BRANDING, AND INTELLECTUAL PROPERTY
5.1 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 company name, studio name, game titles, logos, product images, screenshots, trailers, brand assets, 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, bundle promotions, co-marketing campaigns, press materials, and any other business purpose reasonably related to the partnership or Company's products.
5.2 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.
5.3 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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6. MERCHANDISE AND CREATED ASSETS
6.1 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.
6.2 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.
6.3 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.
6.4 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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7. PARTNER BENEFITS AND REVOCATION
7.1 Benefits provided under this Agreement 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.
7.2 Any benefits provided hereunder are personal to Partner and may not be transferred or assigned.
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8. TERM AND TERMINATION
8.1 This Agreement is effective upon Partner's submission and Company's approval of the partner application and continues until terminated.
8.2 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]. Termination requests do not affect any pending or active Promotions unless Company expressly agrees otherwise in writing.
8.3 Termination of this Agreement does not affect any accrued obligations, including any damages owed under Section 4 arising from conduct prior to termination. Sections 3.3, 4.3, 5, 6, 9, 10, and 11 shall survive termination.
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9. 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; (c) any unauthorized withdrawal from a Promotion; (d) any materials published by Partner in connection with the partnership; or (e) any third-party claim arising from Partner's acts, omissions, or misconduct.
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10. DISPUTE RESOLUTION
10.1 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.
10.2 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.
10.3 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.
10.4 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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11. GENERAL PROVISIONS
11.1 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. COMPANY'S TOTAL LIABILITY TO PARTNER FOR ANY DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL AMOUNT OF REVENUE PAID TO PARTNER BY COMPANY IN THE THREE (3) MONTHS PRECEDING THE CLAIM.
11.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Game Developer Partner Program and supersedes all prior discussions or understandings relating thereto.
11.3 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.
11.4 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
11.5 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.
11.6 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.