Bandai Namco Entertainment America Inc.

Content Creator Guidelines

CONTENT CREATOR GUIDELINES
Effective Date: November 30, 2021

IMPORTANT: THE TERMS SET FORTH IN THESE CONTENT CREATOR GUIDELINES (“GUIDELINES”) GOVERN YOUR PARTICIPATION IN BANDAI NAMCO ENTERTAINMENT AMERICA INC.’S ("BNEA") CONTENT CREATOR PROGRAM, WHICH INCLUDES THE CREATION OF ANY SPONSORED CONTENT ON BEHALF OF BNEA (THE “PROGRAM”). BY PARTICIPATING IN THE PROGRAM, YOU HEREBY ACCEPT THE TERMS SET FORTH IN THESE GUIDELINES, WHICH FORMS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND BNEA.

YOUR PARTICIPATION IN THE PROGRAM MAY ALSO BE SUBJECT TO ADDITIONAL TERMS THAT ARE PRESENTED TO AND ACCEPTED BY YOU, INCLUDING BUT NOT LIMITED TO, TERMS OF SERVICE, END USER LICENSE AGREEMENTS, CONFIDENTIALITY AGREEMENTS, RULES, AND GUIDELINES (“ADDITIONAL TERMS”).  FURTHERMORE, YOUR USE OF THIRD PARTY WEBSITES, PLATFORMS, AND APPLICATIONS ARE SUBJECT TO THE TERMS AND POLICIES APPLICABLE TO SUCH THIRD PARTY WEBSITE, PLATFORM, OR APPLICATION (“THIRD PARTY TERMS”).

PLEASE READ THE FOLLOWING CAREFULLY:

  1. DEFINITIONS. Throughout these Guidelines, certain capitalized words and phrases have been given specific definitions, which are defined in these Guidelines wherever words or phrases first appear in quotes. For example, for the purposes of these Guidelines, “You” refers to any individual, natural person that has, or will, participate in the Program.
  2. EFFECTIVE DATE. If, at any time, on or after the Effective Date first set forth above (the “Effective Date”), You were presented with these terms, and then subsequently participated in the Program, You are legally bound by the terms of these Guidelines until either: (i) these Guidelines are terminated by BNEA, as permitted by its terms; or (ii) these Guidelines are superseded by the terms of updated guidelines. BNEA reserves the right, at its discretion, to change, modify, add, or remove portions of these Guidelines or any element of the Program. Any revisions to these Guidelines shall be effective immediately upon being posted, and Your continued participation in the Program will constitute Your acceptance of such revisions.
  3. PRECONDITIONS OF PARTICIPATION. Your participation in the Program is specifically conditioned upon the following and Your full compliance with all other terms and conditions set forth in these Guidelines:
    1. You have reached at least 18 years of age or Your legal representative (e.g., a parent or a person who has legal parental authority over You) agrees on Your behalf to comply, and take full responsibility for Your compliance, with these Guidelines prior to Your participation in the Program.
    2. You agree to and comply with all of the terms in these Guidelines and any Additional Terms, Your acceptance of which is evidenced by Your participation in the Program.
    3. You ensure that Your content does not infringe, violate , or misappropriate the rights of any third party, including any copyrights, trademarks, trade secrets, industrial design rights, design and utility patents, rights to likeness, publicity, or privacy, and other similar intellectual property rights, as may be recognized in any territory throughout the World.
    4. You comply with all applicable laws, rules, and regulations, official compliance guides, and all Third Party Terms applicable to endorsements and testimonials in advertising, including without limitation, by making clear and prominent disclosures in accordance with the FTC Endorsement and Testimonial Guidelines. The following are general BNEA-disclosure guidelines for this Program, subject to change:
      1. For general social posts (Twitter, Facebook, Instagram, etc.): Stating clearly in the text that You are a member of BANDAI NAMCO Entertainment America Inc.’s Content Creator Program and disclosing any content provided to You by BNEA (e.g. review copies of games).
      2. Pre-recorded/edited or livestream content (YouTube, Twitch, Mixer etc.): Stating clearly at the beginning of the video and periodically throughout that You are a member of BANDAI NAMCO Entertainment America Inc.’s Content Creator Program and disclosing any content provided to You by BNEA (e.g. review copies of games).
      3. Additional disclosures: If the platform allows, disclosures in the title such as “advertisement” or “sponsored”, or hashtags such as “#ad” or “#sponsored”, are helpful.
  4. CODE OF CONDUCT.
    1. In connection with Your participation in the Program, You agree not to:
      1. Harass, threaten, embarrass, or do anything else to others through Your participation in the Program that is unwanted, as determined by BNEA in its sole discretion, including by making personal attacks or statements about race, ethnicity, heritage, sexual orientation, religion, or disability, or using offensive or defamatory usernames or personas.
      2. Impersonate any person or entity, including any BNEA officials, forum leaders, guides, hosts, employees, or agents, or falsely state or otherwise misrepresent Your affiliation with a person or entity.
      3. Use any technology intended to mask or conceal your IP address, including any proxies, virtual private networks, or remote access services.
      4. Transmit or facilitate distribution of pornographic content, illegal content (e.g. child pornography), “hate speech”, or any other content that is harmful, abusive, racially or ethnically offensive, vulgar, sexually explicit, defamatory, infringing, invasive of personal privacy or publicity rights, or objectionable, as determined by BNEA in its sole discretion.
      5. Promoting or encouraging any illegal activity, including hacking, cracking, or distribution of counterfeit software.
      6. Upload files that contain a virus, worm, spyware, corrupted data, or other computer programs that may damage, interfere with or disrupt the Program.
      7. Disclose other persons’ personal information to third parties.
      8. Impede or disrupt dialogue or use vulgar language, abusiveness, excessive shouting (e.g., ALL CAPS), “spamming,” or any other disruptive or detrimental methods in an attempt to disturb others.
      9. Violate any applicable laws including, but not limited to, by posting, transmitting, promoting, or distributing content that violates any applicable law or regulation.
      10. Violate any rules or Third Party Terms for use of third-party technology, websites, platforms, applications and content, rules of interactive service providers, and federal, state, local, and foreign laws where applicable.
      11. Do anything that interferes with the ability of other users to enjoy the Program or that materially increases the expense or difficulty of BNEA in maintaining the Program for the enjoyment of all its users, including creating or transmitting unwanted electronic communications such as “spam,” or chain letters.
      12. Violate any other terms or policies communicated by BNEA from time to time, including as set forth in any Additional Terms.
    2. Online Communications. The Program may enable You to communicate with other users of such Program. BNEA does not control and is not responsible for third party data, content, services, or products that You access or download through this Program. BNEA may, but is not obliged to, block data transmissions to protect BNEA, Program, or the public. You acknowledge and agree that such communications shall be subject to these Guidelines and any applicable Additional Terms or Third Party Terms, and that BNEA does not screen content of postings or communications through the Program before such content is shown to You. BNEA expressly disclaims any expectation of privacy with respect to Your use of the Program, and reserves the right to review Your activity through the Program whenever BNEA reasonably suspects a violation of this Section, or any other provision of these Guidelines may have occurred.
  5. SUSPENSION & TERMINATION. These Guidelines are effective and legally-binding upon You and BNEA, as set forth in Section 2, and will remain in effect until terminated by You or BNEA as set forth below.
    1. Voluntary Termination by You. You have the right to terminate Your participation in the Program, at any time, by contacting BNEA at community@bnea.com, provided that following such termination, You will not be entitled to any services offered by BNEA in connection with the Program.
    2. Termination by BNEA. You acknowledge and agree that BNEA reserves the right to terminate the Program or Guidelines at any time, for any reason, in its sole discretion, including for any violation of Section 3 or 4, and upon such termination BNEA will cease providing the Program to You. Except as otherwise prohibited by applicable law, if BNEA terminates the Program or these Guidelines, as applicable to You, Your rights to participate in the Program, user data, and any other information of any kind related to the Program, will terminate immediately, and You must cease all use of Program, and You may not resume using the Program without BNEA's express written permission.
  6. THIRD PARTY SERVICES & LINKS TO THIRD PARTY SITES.
    1. Third Party Services. For Your convenience, the Program may enable you to access online services operated by a third party (“Third Party Services”). To the fullest extent permitted by applicable law, Your participation in the Program constitutes Your acknowledgement that: (i) accessing such Third Party Services may require the purchase of additional third party products, Internet access, and/or entering into a separate paid license agreement with the provider of such Third Party Services; (ii) BNEA is not affiliated with, does not endorse, and has no authority to exercise direct control over the providers of such Third Party Services; (iii) BNEA is not responsible for examining or evaluating and expressly disclaims all representations and warranties regarding the accuracy, completeness, timeliness, validity, legality, decency, quality, or any other aspect of such Third Party services, or the privacy practices of the providers of such Third Party Services; (iv) any use of such Third Party Services is at Your sole risk and liability, including compliance with any terms, conditions or laws applicable to such Third Party Services; (v) any costs incurred by accessing such Third Party Services, shall be borne solely by You; and (vi) except as otherwise expressly set forth in these Guidelines, BNEA is not and will not be liable for any failure or loss of access to or use of such Third Party Services, even if caused by BNEA’s termination hereunder. Notwithstanding the foregoing, BNEA reserves the right to change, suspend, remove, or disable any access to any Third Party Services accessible through the Program, at any time, without prior notice to You.
  7. LIMITATION OF LIABILITY AND DAMAGES & DISCLAIMER OF WARRANTIES.
    1. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BNEA, ITS SUPPLIERS, ITS LICENSORS, OR ANY RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS THEREOF (COLLECTIVELY, THE “BNEA Parties”), BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES FOR ANY CLAIM FOR ARISING FROM OR RELATING TO YOUR PARTICIPATION IN, POSSESSION OF, ACCESS TO, USE OF, OR INABILITY TO USE, THE PROGRAM, OR THE FAILURE TO PROVIDE SUPPORT SERVICES. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO ANY CLAIM ARISING FROM BREACH OF CONTRACT, NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), INTELLECTUAL PROPERTY INFRINGEMENT, OR PRODUCT LIABILITY.
    2. Limitation of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY AVAILABLE TO YOU FROM THE BNEA PARTIES, FOR ANY AND ALL DAMAGES ARISING FROM OR RELATING TO THE PROGRAM OR THESE GUIDELINES SHALL BE LIMITED TO TEN U.S. DOLLARS AND ZERO CENTS (US$10.00).
    3. Disclaimer of Warranties. BNEA AND ITS SUPPLIERS AND LICENSORS MAKE NO PROMISE OR WARRANTY THAT THE PROGRAM WILL WORK PROPERLY. YOU ACKNOWLEDGE AND AGREE THAT BNEA AND ITS LICENSORS AND SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR ANY: (i) VIRUSES OR OTHER DISABLING FEATURES THAT MAY AFFECT YOUR ACCESS TO OR USE OF THE PROGRAM; (ii) INCOMPATIBILITY BETWEEN THE PROGRAM AND ANY OTHER PRODUCTS OR SERVICES; (iii) DELAYS OR FAILURES IN INITIATING, CONDUCTING, OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE PROGRAM IN AN ACCURATE OR TIMELY MANNER; OR (iv) OTHER DISRUPTIONS OF YOUR ENJOYMENT AND USE OF THE PROGRAM BEYOND BNEA’S REASONABLE CONTROL. THE PROGRAM IS PROVIDED “AS IS.” EXCEPT AS MIGHT BE DESCRIBED HEREIN, THE BNEA PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. YOU UNDERSTAND AND AGREE THAT (A) THIS PROGRAM WILL NOT BE UNINTERRUPTED OR ERROR-FREE, (B) THERE IS NO WARRANTY OR GUARANTEE REGARDING THE COVERAGE, SPEED OR QUALITY OF THIS PROGRAM, (C) BNEA HAS NO CONTROL OVER THIRD PARTY NETWORKS OR SITES YOU MAY ACCESS IN THE COURSE OF YOUR USE OF THIS PROGRAM, AND (D) YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THIS PROGRAM AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
    4. Jurisdictional Restrictions on Limitations of Liability and Damages. NOTWITHSTANDING THE FOREGOING, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE LOCAL LAW RESTRICTS OF PROHIBITS LIMITATIONS OF LIABILITY OR DAMAGES IN ANY MANNER THAT IS INCONSISTENT WITH SUBSECTION 7.a or 7.b (INCLUDING FOR DEATH OR PERSONAL INJURY CAUSED BY BNEA’S NEGLIGENCE, ANY LOSS SUFFERED BY YOU AS A RESULT OF YOUR RELIANCE ON ANY FRAUDULENT MISREPRESENTATION MADE BY BNEA TO YOU, AND ANY OTHER LIABILITY THAT CANNOT BY LAW BE EXCLUDED OR LIMITED), THE LIMITATIONS SET FORTH IN SUBSECTION 7.a or 7.b, ABOVE, SHALL BE DEEMED MODIFIED AS NECESSARY TO COMPLY WITH SUCH LOCAL LAWS.
  8. GOVERNING LAW & VENUE. To the extent required by applicable law, all terms and provisions of these Guidelines shall be governed and construed in accordance with the laws of the State of California, excluding its conflicts-of-law rules, govern these Guidelines and/or Your use of the Program. You expressly agree that exclusive jurisdiction for any claim or action arising out of or relating to these Guidelines and/or Your use of the Program shall be the federal or state courts that govern Los Angeles County, California, and You expressly consent to the exercise of personal jurisdiction of such courts. Please note that Your conduct may also be subject to other local, state, national, and international laws. The parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) shall not apply to this License or to any dispute or transaction arising out of these Guidelines. In no event shall the application, interpretation, or enforcement of these Guidelines, under any jurisdictional law contemplated by this Section 8 exclude, limit, or otherwise restrict any rights vested with You, as a consumer, under any applicable consumer protection law(s).
  9. GENERAL TERMS.
    1. Miscellaneous. In performing under these Guidelines, You will be not be deemed a legal representative of BNEA, nor will You have the right to enter into any contracts in the name of or on behalf of BNEA, or to bind BNEA in any other in any respect. In performing under these Guidelines, You shall operate as and have the status of an independent contractor and shall not act as or be an agent or employee of BNEA. Your activities pursuant to these Guidelines will be undertaken and performed at Your own risk and liability, and You will not be entitled to worker’s compensation, insurance protection, or other benefits provided by BNEA to BNEA employees. If a court of competent jurisdiction conclusively determines that any term or provision of these Guidelines is unenforceable, prohibited by applicable law, or inapplicable, such provision shall be struck and the remaining provisions will remain in effect and be enforced as if such unenforceable, prohibited, or invalid provision were not contained in these Guidelines. BNEA’s failure to act with respect to a breach by You or others does not waive its right to act with respect to subsequent or similar breaches. To the extent permitted by applicable law, You may not assign or transfer these Guidelines or Your rights granted to You under these Guidelines and, unless otherwise prohibited, any attempt to the contrary is void ab initio. These Guidelines, and any Additional Terms, sets forth the entire understanding and agreement between BNEA and You with respect to Your participation and use of the Program, in any way. These Guidelines are not intended to confer and do not confer any rights or remedies upon any person other than You and BNEA. These Guidelines constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of these Guidelines will be effective only if in writing and signed by BNEA.