Cailore Contributor Agreement

Cailore Fantasy Membership Agreement

PLEASE READ VERY CAREFULLY THIS MEMBERSHIP AGREEMENT AND THE FAQ BEFORE REGISTERING FOR THE CAILORE FANTASY CONTRIBUTORS PROGRAM. PARTICIPATION IN THE CAILORE FANTASY CONTRIBUTORS’ PROGRAM INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, DO NOT REGISTER FOR OR PARTICIPATE IN THE CAILORE FANTASY CONTRIBUTORS’ PROGRAM.

Introduction

This agreement (“Agreement”) between the Contributor (“You”) and Cailore Simulation Design (“Cailore Simulation Design”) consists of this Cailore Fantasy Contributors’ Program (the “Program”) Membership Agreement (“Agreement”). A description of the Program is available at the Membership Information URL, located at http://jobs.cailore.com, or such other URL as Cailore Simulation Design may provide from time to time. “You” or “Member” means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement.

  1. Program Participation. Participation in the Program is subject to Cailore Simulation Design’s prior approval and Your continued compliance with the Program Policies (“Program Policies”), located at http://jobs.cailore.com and/or such other URL as Cailore Simulation Design may provide from time to time. Cailore Simulation Design reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. By enrolling in the Program, You represent that You:
    1. Are at least 18 years of age;
    2. Have the legal name you have included in this Agreement;
    3. Have read and agree to follow all provisions in this Agreement.
  2. Nature of Service. The Cailore Simulation Design Contributors’ Program is offered as a game design cooperative, wherein the contributing members of the Program earn Shares of the income earned by the Program based upon their relative contributions.
  3. Publicity. You agree that Cailore Simulation Design may use Your name, likeness, and any other items submitted cailore.com in presentations, marketing materials, member lists, financial reports, and web site listings of members.

Contributor

  1. Obligations of the Member. In order to participate fully in the Program, the Member must contribute original art, writing, or graphic designs to the Program. Further, the Member agrees that:
    1. Your contributions are wholly your own work and do not violate the intellectual privacy rights of any other individual or entity;
    2. You will submit your tax information in compliance with U.S. tax law;
    3. You will not post any materials on the site that are derogatory to others due to race, gender, sexual preference or religion;
    4. You will not use the site, any chat room or other interactivity to post commercial or spam messages.
    5. You will not post, submit or transmit spam messages on behalf of the Program by any means or technology;
    6. You will not interfere with the use of Cailore Simulation Design by others, whether by technical or other means;
    7. You will not by any means attempt to artificially inflate the number of page impressions or click-throughs for the ads displayed on the Program web pages;
    8. You will maintain the PayPal account you used to enroll in the Program in good standing. All Disbursements will be distributed through PayPal to that account.
  2. Prohibited Uses. You shall not, and shall not authorize or encourage any third party to:
    1. Directly or indirectly generate queries, Referral Events, or impressions of or clicks on any Ad, Link, Search Result, or Referral Button (including without limitation by clicking on “play” for any video Ad) through any automated, deceptive, fraudulent or other invalid means, including but not limited to repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software;
    2. Edit, modify, filter, truncate or change the order of the information contained in any Ad, Link, Button, Control or Referral Button, or remove, obscure or minimize any Ad, Link, or Referral Button in any way;
    3. Disseminate malware, spyware, viruses, trojans or spam;
    4. Act in any way that violates any Program Policies posted on the Cailore Simulation Design Web Site, as may be revised from time to time, or any other agreement between You and Cailore Simulation Design;
    5. Create a new account to use the Program after Cailore Simulation Design has terminated this Agreement with You as a result of your breach of this Agreement;
    6. Engage in any action or practice that reflects poorly on Cailore Simulation Design or otherwise devalues or disparages the reputation or goodwill of Cailore Simulation Design. You acknowledge that any attempted participation or violation of any of the foregoing is a material breach of this Agreement and that Cailore Simulation Design may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies.
  3. Rights of Termination. You may cancel your Membership with or without cause at any time. This agreement may be canceled by Cailore Simulation Design for violation of the policies set forth in this agreement at the sole discretion of Cailore Simulation Design. All benefits of membership are instantly surrendered at the moment of cancelation. You may terminate your Membership by visiting http://jobs.cailore.com Cailore Simulation Design reserves the right to cancel the Program at any time should the Program prove to be commercially untenable.
  4. Confidentiality. You agree not to disclose Cailore Simulation Design confidential information without Cailore Simulation Design’s prior written consent. “Cailore Simulation Design Confidential Information” includes without limitation:
    1. All Cailore Simulation Design software, technology, programming, specifications, materials, guidelines and documentation relating to the Program;
    2. Any other information designated in writing by Cailore Simulation Design as “Confidential” or an equivalent designation. However, You may accurately disclose the amount of the Program’s gross payments to You.
    3. Cailore Simulation Design Confidential Information does not include information that has become publicly known through no breach by You or Cailore Simulation Design, or information that has been:
    4. Independently developed without access to Cailore Simulation Design Confidential Information, as evidenced in writing;
    5. Rightfully received by You from a third party; or
    6. Required of you to be disclosed by law or by a governmental authority.
  1. Your Obligation to Indemnify. You agree to indemnify, defend and hold harmless Cailore Simulation Design, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively “Indemnified Person(s)”) from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your use of the Program and/or Your breach of any term of this Agreement.
  2. Representations and Warranties. You represent and warrant that:
    1. All of the information provided by You to Cailore Simulation Design to enroll in the Program is correct and current;
    2. All Contributions submitted by you to the Program are wholly your own work and do not violate the intellectual privacy rights of any other individual or entity; and
    3. You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder.
  3. Use of Brand Features. If You wish to use the Program’s trade name, trademarks, service marks, logos, domain names, and other distinctive brand features (“Brand Features”), You may do so, only so long as such use is in compliance with this Agreement and in compliance with Cailore Simulation Design’s then current Brand Feature Use Guidelines, and any content contained or referenced therein, which guidelines may be found at the following URL: http://jobs.cailore.com /permissions (or such other URL Cailore Simulation Design may provide from time to time). Any breach on your part of the Brand Feature Use Guidelines may result in the termination of Your membership at the sole discretion of Cailore Simulation Design. Should any damages be suffered by Your misuse of the Program’s Brand Features, You agree to pay any damages plus applicable legal fees.
  4. Tax. You agree that You are solely responsible for any and all tax obligations, if any, due to all taxing authorities arising from or in connection with Your participation in the Program.

Cailore Simulation Design

      1. Right of Edit and Review. The Program reserves the right to edit and review submissions made to the Program.
      2. Ownership of Contributions. All material submitted to Cailore Fantasy becomes irrevocably licensed to Cailore Simulation Design and its successors and assigns in exchange for Program Shares. You maintain ownership of artwork created by You. You, the creator of the work do not lose ownership of your own creation, however, you do not gain any ownership of artwork, characters, plots, stories or anything else related to Product Identity of Cailore Fantasy as detailed in the Open Game License (http://fantasy.cailore.com/about/open-game-license/); therefore, You agree not to publish, sell, or otherwise market intellectual property which contain or rely upon story, art work, characters, plots, or descriptions created by other contributors to the Program, except as allowed by the Open Gaming License. Supplemental agreements may be entered into by artists to grant exclusive rights to works of art in exchange for additional shares, these agreements will be contracted on a case-per-case using the Cailore Exclusive Use Agreement.
    1. Privacy Policy. The Program will never release member or customer information to a third party without a court order or due to other litigation.
    2. No Guarantee. Cailore Simulation Design makes no guarantee regarding the amount of Disbursement, if any, You will receive as a result of your Membership. Furthermore, Cailore Simulation Design does not guarantee that the Program website will operable at all times or during down time caused by:
      1. Failures of Equipment;
      2. Outages of Internet Backbones;
      3. Scheduled Maintenance;
      4. Situations or events beyond the control of Cailore Simulation Design.
    3. Intellectual Property Rights. You acknowledge that Cailore Simulation Design owns all right, title and interest, including without limitation all Intellectual Property Rights, in and to the Program (including Cailore Simulation Design’s formats, content, and “look and feel”), and that You will not acquire any right, title, or interest in or to the Program except as expressly set forth in this Agreement. You will not modify, adapt, translate, prepare derivative works from any Cailore Simulation Design content or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Program or proprietary information related thereto.
    4. Expenses. Any expenses incurred by Cailore Simulation Design due to the administration of the Program shall be deducted from Program revenues prior to calculating Earnings per Share. These expenses may include, but are not limited to:
      1. Any and all legal fees and penalties incurred by the Program or as a result of its administration;
      2. Marketing expenses, targeted at 5% of the last quarter’s gross revenue;
      3. Bookkeeping: each quarter Cailore Simulation Design shall pay a bookkeeper to administer all accounting duties and prepare disbursements to Contributors. The amount of pay for such activities shall be established by median hourly pay for bookkeepers in the area of the Cailore Simulation Design’s headquarters as established by Utah Department of Workforce Services;
      4. Surplus web traffic;
      5. Repayment of debts incurred by the program;
      6. Licenses, Fees and Taxes which may arise at any given time in the future;
      7. Damage to equipment and/or property found to be the liability of the Program;
      8. Other unforeseen expenses which may arise which are outside the scope of ordinary Program administration.

Shares and Proceeds

      1. Accumulation of Shares. Proceeds will be distributed based on the number of shares you have accumulated. You will accumulate Shares based on the following schedule:
      • Writing: 1 share per 300 words;
      • Editing: 1 share per 1,500 words;
      • Layout: 3 shares per 40 pages of the final product;
      • Cover Art: 10 shares per 70 square inches for non-exclusive art, art which has been exclusively licensed to Cailore Simulation Design earns 40 shares per 70 square inches in the final published product;
      • Interior Art: 4 shares per 70 square inches for non-exclusive art, art which has been exclusively licensed to Cailore Simulation Design earns 16 shares per 70 square inches in the final published product;
      • Map Design: 2 shares per 70 square inches in the final published product.
      1. Definition of Revenue. Advertising, Referral, and Revenues are totaled at the end of each Quarter to determine the Total Advertising, Referral, and Sales Revenue. The Program generates revenue from three principle sources:
        1. Sales of role playing game materials in print and electronic formats;
        2. Display of advertisements distributed on the Program websites; and
        3. Referral fees paid by affiliated businesses resulting from purchases made through our affiliate links in both the Program’s product reviews and the Program online store.
      2. Method of Calculation of Proceeds. Of the Total Advertising, Referral, and Sales Revenue earned by the Program each quarter, Cailore Simulation Design will deduct funds to cover normal administrative and accounting costs of the Program while all remaining funds will be made available for distribution among Program Members as Proceeds (“Proceeds”). The total Proceeds from a quarter will be divided by the total number of Shares held by active Members of the Program, the result will be the “Earnings per Share.” The amount of Disbursement to You for each quarter will equal Your current number of Shares multiplied by the Earnings per Share.
      3. Payment of Disbursements. Distribution of all Disbursements for a quarter will be made no later than ninety (90) days after the end of that quarter. Payments will be made to the PayPal account You used to join the Program. To ensure proper payment, You are solely responsible for providing and maintaining accurate address and other contact information as well as payment information associated with Your account. For U.S. taxpayers, this information includes without limitation a valid U.S. tax identification number and a fully-completed Form W-9. For non-U.S. taxpayers, this information includes without limitation either a signed certification that the taxpayer does not have U.S. Activities. If You dispute any payment made under the Program, You must notify Cailore Simulation Design in writing within thirty (30) days of the posting of that quarter’s Quarterly Financial Report; failure to so notify Cailore Simulation Design shall result in the waiver by You of any claim relating to any such disputed payment. Payment shall be calculated solely based on records maintained by Cailore Simulation Design. No other measurements or statistics of any kind shall be accepted by Cailore Simulation Design or have any effect under this Agreement. The payments made under this Agreement are for use by You only and may not be transferred or in any manner passed on to any third party. In any such case that Cailore Simulation Design cannot distribute funds to you through the PayPal account You used to enroll in the Program You will surrender Your right to those funds.

General Agreement

    1. This Agreement constitutes the entire Agreement between the parties and shall be construed in accordance with the laws of the State of Utah. Any dispute or disagreement with respect to this Agreement shall be submitted to arbitration where Utah Law is controlling. This Agreement may not be modified except in writing signed by both parties. A waiver of any breach by either party in any instance shall not constitute a waiver of any subsequent breach, whether or not similar.
    2. From time to time, Cailore Simulation Design may alter this Agreement by posting notice of change on the Program website. Your continued participation in the Program after such terms have been updated by Cailore Simulation Design affirms Your acceptance of the modified Agreement. The failure to require performance of any provision shall not affect a party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties’ intention, and the remaining provisions of this Agreement will remain in full force and effect. You may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to Cailore Simulation Design. Notwithstanding the foregoing, Cailore Simulation Design may assign this Agreement to any affiliate at any time without notice. You may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to Cailore Simulation Design. Notwithstanding the foregoing, Cailore Simulation Design may assign this Agreement to any affiliate at any time without notice.
    3. The relationship between Cailore Simulation Design and You is not one of a legal partnership but is one of independent contractors.
    4. Upon termination of participation of any Member in the Program or termination of this Agreement for any reason, Introduction Section 3; Cailore Simulation Design Sections 2, 3 and 5; and Contributor Sections 2, 4, 5, and 6 shall survive termination.
    5. All legal notice hereunder shall be delivered electronically program contact form or email address found within the member’s welcome packet.