SuperVillain Studios


Tower Wars™ Map Editor
END USER LICENSE AGREEMENT
You agree to these terms by clicking the “submit” or “accept” button. If You do not agree to these terms, do not click the “submit” button and do not submit Your contribution.

This Contribution Agreement (“Agreement”) is a binding legal document between you, the contributor (“You”) and TSC Games, Inc. dba SuperVillain Studios (“SuperVillain Studios”). It explains Your rights and obligations as a contributor to Tower Wars™. Please read it carefully.

1. Contributions
SuperVillain Studios accepts submissions of in-game items, mods, and other digital materials for Tower Wars™ via Steam Workshop. You may submit a Contribution pursuant to these terms and conditions.

The Contribution covered by this Agreement includes the materials that you originally submit and any feedback or additional materials you submit in regard to those materials originally submitted.

2. License
You grant to SuperVillain Studios the following rights, which SuperVillain Studios may exercise or not in its sole discretion:

a. You grant to SuperVillain Studios a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, assignable right and license to (a) use, copy, distribute, publicly display, publicly perform, modify, and create derivative works from Your Contribution in any media, (b) identify You as the source of the Contribution, and (c) sublicense these rights, to the maximum extent permitted by applicable law.

b. With respect to Tower Wars™, You retain the right to use Your original work in the Contributions as You wish, even in the context of another game. However, this Agreement does not grant You any rights to SuperVillain Studios materials, and You may not make any use of the Contribution that is inconsistent with the rights You have granted to SuperVillain Studios herein. For example, You may not license the Contribution to a third party on an exclusive basis.

3. Free and Paid Distribution
SuperVillain Studios may choose to distribute Your Contribution for free and/or for a fee. Where SuperVillain Studios distributes Your Contribution for free, SuperVillain Studios has no obligation to compensate You. Only SuperVillain Studios may distribute Your Contribution for a fee, and those terms are specified in the following section:

a. Payments for Paid Distribution of Tower Wars™
If SuperVillain Studios chooses to distribute Your Contribution for Tower Wars™ for a fee, then SuperVillain Studios may set the price for such distribution in its sole discretion, and SuperVillain Studios will pay You as follows, conditioned on Your compliance with the obligations contained in this Agreement. Beginning with the calendar quarter in which SuperVillain Studios first distributes a copy of the Tower Wars™ Contribution for a fee, SuperVillain Studios shall pay to You twenty-five percent (25%) of the Adjusted Gross Revenue (defined below) actually received by SuperVillain Studios from SuperVillain Studios’ distribution of the copy of the Tower Wars™ Contribution during the calendar quarter. To the extent that the payment calculation results in a negative amount, that negative amount will be carried forward and deducted from any future amounts otherwise payable by SuperVillain Studios hereunder. SuperVillain Studios will remit payment in accordance with SuperVillain Studios procedures, currently net 30 paid in full. Please note that SuperVillain Studios may change procedures in the future, for example requiring a minimum amount to accumulate before making a payment. You also acknowledge and agree that other users, and SuperVillain Studios itself, may create other works that are similar to Your Tower Wars™ Contribution(s), and that SuperVillain Studios’ payment obligations under this Section 3 only apply with respect to the distribution of actual copies of Your Tower Wars™ Contribution(s).

“Adjusted Gross Revenue” shall mean the gross revenue actually received by SuperVillain Studios from SuperVillain Studios’ distribution of a copy of the Tower Wars™ Contribution less the Applicable Adjustments (defined below).

“Applicable Adjustments” shall mean (a) actual costs incurred by or on behalf of SuperVillain Studios resulting directly from returns, discounts, refunds, fraud or chargebacks for copies of the Tower Wars™ Contribution; (b) Customer Taxes, if and only to the extent that any such Customer Taxes (defined below) have been included in the calculation of gross revenue earned.

“Customer Taxes” shall mean taxes that are imposed on a customer of SuperVillain Studios on the distribution, sale or license of copies of the Tower Wars™ Contribution (such as sales, use, excise, value-added and other similar taxes) that are received from such customer by SuperVillain Studios for payment to governmental authorities.

b. Information and Tax Forms Required: SuperVillain Studios requires certain information and tax forms for payment and tax purposes. You must supply all requested information to SuperVillain Studios for payment to be made.

c. Tax on Payments to You: If, pursuant to the applicable tax law, a tax is or reasonably could be imposed on SuperVillain Studios’ payments to You as reasonably determined by SuperVillain Studios in good faith, then SuperVillain Studios may withhold from such payments the appropriate amount of taxes that are required to be withheld according to applicable law and remit such withholding to the relevant taxing authority, as reasonably determined by SuperVillain Studios in good faith. If any other taxes are due on amounts paid to You under applicable law, You will be responsible for paying them.

d. No Ongoing Duty to Charge Fee: In the event SuperVillain Studios chooses to charge a fee for distribution of Your Contribution, SuperVillain Studios shall have no duty to continue to charge any such fee and may discount the price of Your Contribution or distribute it for free.

e. Group Contribution: You may submit a Contribution to which others contributed besides You (a “Group Contribution”) only if You identify all other contributors (“Contributors”) in an email to support@svsgames.com, provide their names and contact information, and specify revenue split percentages among the Contributors. SuperVillain Studios will contact the identified Contributors. All Contributors must confirm the Contribution, agree to and comply with this Agreement, confirm their personal information, and agree to the specified revenue split before SuperVillain Studios will accept the Contribution.

f. Revenue Splits for Group Contribution: SuperVillain Studios will remit amounts due under Section 3.a for a Group Contribution to the Contributors in accordance with the revenue split percentages specified and approved by You and the other Contributors.

g. Bundling: SuperVillain Studios may bundle Your Contribution with other contributions and/or its own materials in its sole discretion. If SuperVillain Studios chooses to charge a fee for distribution of such bundles, SuperVillain Studios shall apportion the Adjusted Gross Revenue for all contributors to the elements making up the bundle in its sole discretion. SuperVillain Studios shall inform You of Your apportionment in the applicable monthly statement. The apportioned payment for a Group Contribution included in a bundle will be divided among the Contributors pursuant to Section 3.f.

4. Representations and Warranties
You represent and warrant:

a. that You are free to enter into the Agreement, and that You have full legal power and authority to enter into this Agreement;

b. that the Contribution submitted pursuant to this Agreement was originally created by You (and, with respect to a Group Contribution, the other Contributors);

c. that the Contribution submitted pursuant to this Agreement does not infringe or violate any copyright, trade secret, trademark, or other proprietary or personal right held by any party other than You and (with respect to a Group Contribution only) the other Contributors; and

d. that the Contribution submitted pursuant to this Agreement does not violate any applicable contract, law or regulation.

5. No Obligation to Use
You understand and agree that SuperVillain Studios is not obligated to use, distribute, continue to distribute, or maximize revenues from the distribution of copies of the Contributions and reserves the right but not the obligation to restrict or remove the Contributions from Tower Wars™ for any reason.

6. Entire Agreement; Amendments.
You agree that this Agreement constitutes the sole agreement between You and SuperVillain Studios relating to the Contributions and that, except as expressly set forth in this Agreement, there are no agreements, representation or warranties between You and SuperVillain Studios relating to the Contributions. You agree that SuperVillain Studios may amend the terms of this Agreement at any time in its sole discretion. If SuperVillain Studios amends the Agreement, such amendment shall be effective (a) thirty (30) days after SuperVillain Studios posts the amended terms to http://www.svsgames.com/?page_id=1065, or (b) immediately if you submit a Contribution or otherwise affirmatively agree to the amended terms. You can view the Agreement at any time at that location. If you don’t agree to any amendment, your only remedy is notify SuperVillain Studios that you reject the amended terms by giving written notice at the following address: SuperVillain Studios, Attn: Legal Department, 17890 Sky Park Circle, Suite 250, Irvine, CA 92614. Your failure to given such notice within thirty (30) days after such amendments are posted will mean that you accept such amendments.

7. Consideration
You have submitted the Contributions voluntarily on the terms set forth in this Agreement. Except for the share of Adjusted Gross Revenue for paid distribution as described in Section 3, You agree that SuperVillain Studios’ consideration of Your Contribution is Your full compensation, and You are not entitled to any other rights or compensation in connection with the rights granted to SuperVillain Studios. You agree that this is adequate and sufficient consideration for the Contributions You are submitting and that SuperVillain Studios’ decision regarding the form of any sourcing credit shall be final and binding.

8. Relationship
Neither Your submission of the Contribution nor SuperVillain Studios’ use of it creates any confidential, fiduciary, agency, employment, joint venture, partnership or any other relationship or implied contract between You and SuperVillain Studios. Nothing in this Agreement will be construed to mean that any party is appointed or in any way authorized to act as an agent of the other party. This Agreement does not create any joint venture, partnership or formal business entity or organization of any kind.

9. Governing Law
The terms of this section may not apply to European Union consumers.
You agree that this Agreement shall be deemed to have been made and executed in the State of California, USA, and any dispute arising hereunder between You and SuperVillain Studios shall be resolved in accordance with the law of California. You agree that any claim asserted in any legal proceeding by You against SuperVillain Studios shall be commenced and maintained exclusively in any state or federal court located in Orange County, California, USA, having subject matter jurisdiction with respect to the dispute between the parties and You hereby consent to the exclusive jurisdiction of such courts. In any dispute arising under this Agreement, the prevailing party will be entitled to attorneys’ fees and expenses.


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