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Creator Club Terms and Conditions

These Creator Club Terms and Conditions (the “Agreement”) is entered into between ActivisionPublishing, Inc., and its affiliates, with an address of 2701 Olympic Blvd., Bldg. B, Santa Monica, CA 90404 (collectively, “Activision”), and the contracting entity (“Creator”), dated as of the date Creator clicks to accept this Agreement on the Creator Club website (the “Effective Date”).

1.                   Activities. Creator shall participate in the Creator Club activities as set forth in the Creator Club website, including its FAQ

(collectively, the “Activities”) regarding Activision’s Call of Duty Mobile video game (the “Video Game”).

2.                   Grant of Rights. As used herein, “Licensed Property” shall mean Creator’s name, voice, and likeness (including any tattoos and other bodyart/modifications); logos, slogans, or other trademarks; studio backdrop, still or streaming overlay(s), UI elements, and/or physical set and set decoration, and other materials that appear in connection with the Activities that are: (i) provided by Creator, and (ii) contain no Activision intellectual property.  Creator hereby grants Activision a worldwide, perpetual right and license to incorporate the Licensed Property into marketing, promotional and other materials for the Video Game and to utilize the Licensed Property in connection with the marketing, advertising, and promotion of the Video Game for any and all platforms, systems, devices or methods of distribution (including digital and online distribution), all whether now known or hereafter created. Creator hereby grants to Activision the right to sublicense the above rights as may be necessary to carry out any permitted uses thereof.

3.                   Usage. Nothing in this Agreement shall require or obligate Activision to utilize the Licensed Property or Material (as defined below) or any portion thereof in connection with the Video Game or marketing or advertising thereof, and Creator hereby releases Activision from any liability as a result of Activision’s failure to utilize the Licensed Property and/or Material.

4.                   Ownership. All results and proceeds of Creator’s Activities hereunder shall be considered as a “work for hire” (as defined under the U.S. Copyright Laws) on behalf of Activision (collectively referred to herein as the “Material”). Material shall not include the Licensed Property. Accordingly, Activision shall be deemed the sole and exclusive owner of all right, title, and interest in the Material, including all copyrights, moral rights and other proprietary rights of any kind relating thereto. If any such components of the Material are deemed to not be a work for hire, or if Creator is deemed to retain any interest in the Material by operation of law, then Creator shall and hereby does assign, convey, and transfer to Activision all right, title, and interest in and to such Material, including all copyright and proprietary rights relating thereto. Upon written request, Creator shall take such steps as are reasonably necessary to enable Activision to perfect and record such assignment.

5.                   Cancellation/Termination. Activision has the right, in its sole discretion, to cancel this Agreement at any time for convenience (without cause). Activision shall have no obligation, whether financial or otherwise, to Creator or Creator after such cancellation.

6.                   Sections 3-5, 7, and 9 – 14 shall survive any cancellation or termination of this Agreement.

7.                   Representations and  Warranties. Indemnity.  Creator represents and warrants that the Licensed Property shall not infringe upon the intellectual property rights or other rights of any person or entity, that it has the right and authority to enter into and perform its obligations under this Agreement, and that entering into and fulfilling the obligations of this Agreement shall not infringe on the rights of any person or entity or violate any laws or regulations. Creator represents and warrants that Creator has not previously engaged in or been accused of sexual assault, sexual harassment, discrimination or harassment based on any characteristic protected under the law or other conduct which, if disclosed publicly, would be reasonably likely to adversely impact the reputation of Creator, Activision, or Activision’s products or services. Creator shall indemnify and hold harmless Activision and its officers, directors, agents and employees (as applicable) from and against all claims, liabilities, damages and expenses (including reasonable outside attorneys’ fees and costs) to the extent arising out of (i) a material breach of this Agreement or any representations or warranties contained herein by the indemnifying party, or (ii) any act or omission.

8.                   Assignment. Creator’s services under this Agreement are personal in nature, and Creator shall not, without Activision’s prior written consent, assign or transfer any of Creator’s or Creator’s rights or obligations under this Agreement (except for the right to compensation).  Subject to the foregoing, this

Agreement shall inure to the benefit of the parties’ successors, transferees or assigns and shall be binding upon the parties’ successors, transferees or assigns.

9.                   Creator Conduct. If Activision determines that Creator is or has been involved in any situation or occurrence that subjects Creator to public scandal, disrepute, contempt, or ridicule, or which does or could be deemed by members of the general public to embarrass, offend, insult, or denigrate individuals or groups, or that will tend to shock, insult, or offend the community or public morals or decency, or would be reasonably likely to adversely impact the reputation of Creator, Activision, or Activision’s products and services, then Activision shall have the right in its sole discretion, and without prejudice to any other rights and remedies, to immediately terminate this Agreement, provided however that the rights granted to Activision hereunder (i.e., for already-produced materials) shall not be subject to such termination and shall survive. In addition, any credit obligations set forth in this Agreement shall thereafter become optional at Activision’s sole discretion, whether or not Activision uses the proceeds of Creator’s services, and Creator may be required to remove any content on Creator’s website or elsewhere that incorporates Activision’s intellectual property even if Activision previously authorized Creator’s usage of such intellectual property. Creator shall not make any disparaging or negative statements or representations, written or oral, about Activision, Activision’s products or services, and/or the services rendered by Creator hereunder, except as otherwise permitted by law. The foregoing shall not limit Creator’s ability to make truthful statements if compelled by court order, legal proceeding, or otherwise required by applicable law.

10.               Controlling Law. This Agreement shall be deemed entered into in Los Angeles County, California and shall be governed by and interpreted in accordance with the substantive laws of the State of California.

11.               Arbitration of Disputes. The parties mutually consent to resolve all claims (common law or statutory) that either party may have against the other, and/or any of their affiliated companies, and their own and affiliated company directors, employees or agents, and all successors and assigns of any of them, by arbitration before three arbitrators, under the applicable rules of JAMS (which are available at www.jamsadr.com, or from Activision upon request). The JAMS Rules for selection of an arbitrator shall be followed, except that each arbitrator shall be licensed to practice law in California and experienced in the entertainment industry. The parties waive the right to have a court or jury trial on any arbitrable claim. The Federal Arbitration Act shall govern this Agreement, or if for any reason the FAA does not apply, the arbitration law of the state in which Creator participated in Activities hereunder. Notwithstanding any provision of the JAMS Rules, arbitration shall occur on an individual basis only. Creator and Creator waive the right to initiate, participate in, or recover through, any class or collective action. All matters relating to such arbitration, including any damages and/or settlements related thereto shall be strictly confidential and may not be disclosed to any third parties unless approved by Activision, Creator, and Creator in writing. Nothing in this Agreement prevents Creator from filing or recovering pursuant to a complaint, charge, or other communication with any federal, state or local governmental or law enforcement agency. This arbitration agreement shall remain in effect notwithstanding the completion of work under, or termination of, this Agreement.

12.               Confidentiality. Creator shall not disclose to anyone other than an Activision employee, or use in any way, other than in the course of the performance of this Agreement, any confidential information regarding Activision (including Activision's product, market, financial or other plans, product designs and any other information not known to the general public whether acquired or developed by Creator during its performance of this Agreement or obtained from Activision). Except as expressly permitted hereunder, Creator shall not issue any press release, or make any other public announcement or statements, whether written or otherwise, relating to this Agreement. All information about and relating to projects under development by Activision and/or parties doing work under contract to Activision shall be considered confidential information. Activision confidential information is a valuable and unique asset of Activision, and disclosure of such information to third parties, or unauthorized use of such information, would cause substantial and irreparable injury to Activision's ongoing business for which there would be no adequate remedy at law. Accordingly, in the event of any breach or attempted or threatened breach of any of the terms of this section, Activision shall be entitled to receive injunctive and other equitable relief without need of posting a bond, and without limiting the applicability of any other remedies. Notwithstanding the foregoing, 18 U.S.C § 1833(b) may provide Creator certain immunities from liability for confidential disclosure of trade secrets in limited circumstances. The text of 18 U.S.C § 1833(b) can be found at http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title18section1833&num=0&edition=prelim.

13.               Activision Property. Creator shall return to Activision any Activision property that has come into Creator’s possession during the term of this Agreement, when and as requested to do so by Activision, unless Creator receives written authorization from Activision to keep such property. Creator shall not remove any Activision property from Activision premises without written authorization from Activision.

14.               Limitation of Liability. IN NO EVENT SHALL ACTIVISION BE LIABLE FOR ANY INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM ANY BREACH OR ALLEGED BREACH OF THIS AGREEMENT.

15.               Miscellaneous. Nothing in this Agreement shall be interpreted or construed to create or establish a partnership, joint venture, agency relationship, or relationship of employer and employee between Activision and Creator. This Agreement, along with the Creator Club website privacy policy and terms of use constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof, thereby superseding all prior negotiations, preliminary agreements, correspondence or understandings, written or oral. No amendment or modification of this Agreement shall be made except by an instrument in writing signed by both parties. If any provision of this Agreement is or becomes or is deemed invalid, illegal or unenforceable under the applicable laws or regulations of any jurisdiction, either such provision shall be deemed amended to conform to such laws or regulations without materially altering the intentions of the parties and enforced accordingly or it shall be stricken and the remainder of this Agreement shall remain in full force and effect. This Agreement may be executed in counterparts, and signature of this Agreement via facsimile or electronic mail as a “PDF” shall have the same force and effect as an original signature.

 

Exhibit A

GUIDELINES FOR CONTENT

[TO BE PROVIDED BY YOUR ACTIVISION CREATOR CLUB CONTACT]

 

Exhibit B

Standards of Conduct for Influencers, Bloggers and other Contributors

Purpose: The purpose of these Standards of Conduct for Influencers, Bloggers and other Contributors (“Standards”) is to ensure compliance with applicable laws and regulations as well as to protect the reputation of Activision (as defined in the Agreement to which this Exhibit is attached).

Applicability: These Standards are applicable to any Creator, blogger, influencer, contributor, publisher, talent or other author or speaker who has a material connection to Activision (each, a “Influencer”) and who creates any article, blog, post, endorsement, testimonial, communication or other content that (i) discusses Activision or its affiliates’ products and services, or (ii) is created at the request of the

Activision (or its agents) (collectively, “Influencer Content”).  Any Influencer Content must be created, communicated, and disclosed in accordance with the requirements of these Standards.

Disclosure Requirements:

Examples:

  • Talent, paid endorsers and spokespersons:  When it is not otherwise clear to the audience, clearly and conspicuously disclose the material connection to the Activision when speaking about it in both online and offline contexts. Examples:
    • “As a Creator Club spokesperson for [Activision], I . . .”
    • On a website: (NAME) is an endorser of [Activision].
  • Publishers, influencers, contributors, bloggers, and other authors of online content:  When it is not otherwise clear to the audience, clearly and conspicuously disclose the material connection with Activision.  While the exact nature of the material connection (confidential financial terms of the engagement) must not be disclosed, the audience must know of the material connection, including a proper reference that some form of incentives or consideration were or are to be received. Examples:
    • I received (Incentive) from [Activision] to talk about . . .
    • [Activision] sent me (incentive/gift) and . . .
    • I am a paid contributor/influencer/ambassador for Activision]
    • This content is sponsored by [Activision]
  • Tweeters and other microbloggers: Proper disclosure must still be made, even if Influencer Content appears in space-constrained social media platforms:
    • When posting to forums where there is limited space, such as on Twitter, “Ad” or “Sponsored” should be included in the post and, when possible, visual cues such as bold, italic, or a different color font should be used to ensure the disclosure stands out from the other text in the post.
    • Non-standard, abbreviated hashtag disclosure conventions, such as “spon” are generally not approved for use.
    • Disclosures must appear in the same post, which includes the Influencer Content.

Influencer Content Requirements:

  • All Influencer Content created must reflect the Influencer’s honest opinions, beliefs, and experiences with the Activision and its affiliates’ products and services.
  • Influencer Content may not contain any statement or representation about the Activision or its affiliates’ products and services, which is untrue, misleading, or deceptive.
  • Influencer Content must be the Influencer’s own original work, created solely by the Influencer (or otherwise utilized with any necessary permissions and approvals), and must not infringe the copyright, trademark, privacy, publicity or other personal, proprietary, or other intellectual property rights of any person or entity.
  • Influencer Content that is obscene, lewd, sexually explicit, disparaging, defamatory, libelous, or that otherwise contains inappropriate content or objectionable material, may not be posted or made publicly available and Activision may, in its absolute and sole discretion, remove such Influencer Content or if applicable require the Influencer to remove such Influencer Content.
  • Influencer Content must not defame, misrepresent, or contain disparaging remarks about any third party, person, product or company.
  • Other than as explicitly directed by the Activision or as necessary to comply with these Standards, Influencer Content may not include any confidential information, or any proprietary, non-public information about the Activision, or its products, customers, employees, business partners or suppliers.
  • Influencer Content must adhere to the posting guidelines and with all other applicable rules and requirements on any third-party social media platform on which the Influencer Content is posted.
  • When possible, Influencer should use a “verified” account and procure such “verified” status prior to posting through social media channels.

Duty to Correct.  Influencers must take prompt action to correct instances in which these Standards are not adhered to, as advised by the Activision.

Reporting.  Influencer to provide the following:

  • Reporting; Influencer must send metrics after content goes live as follows.
    • For Stream, Influencer shall provide a screenshot of performance metrics one week after publication date; provided such analytics are available, analytics to include:
      • Reach
      • Average Concurrent Viewership
      • Hours Streamed
      • Peak Viewers
      • Total Watch Time
      • Clips of Call-outs
      • Impressions
      • Views
      • Engagement (Likes, Dislikes, Comments, Shares)
      • Chats
      • Audience Data
    • For custom videos, Influencer shall provide a screenshot of performance metrics one week after publication date; provided such analytics are available, analytics to include:
      • Reach
      • Views
      • Engagement (Likes, Dislikes, Comments, Shares)
      • Impressions
      • Average Watch Time
      • Audience Data
    • For each social media post, provide a screenshot of performance metrics one week after publication date; analytics to include:
      • Followers
      • Retweets or Shares
      • Likes
      • Replies/Comments
      • Impressions/Views
      • Other engagements (clicks, profile views, etc.)
      • Clicks to Brand URLs:link tracking/bitly
      • Reply count
      • Audience Data