Please read the following license agreement terms and conditions carefully before registering or using Tenzones Digital Entertainment (Tenzones) website-the Nestree website. These terms and conditions constitute a legal agreement between you and Tenzones.
Nestree Creator Program Agreement
You would like to use Tenzones’ Nestree website and its contents to serve as a background and to provide a basic guideline to your creations and to see the Nestree website as a publishing platform for wider exposure. Tenzones is willing to grant you the right to use the Nestree website platform and its contents to continue and serve as a background and basic guideline to your works on the terms and conditions set forth in this Agreement.
Your creations (including art works, branched stories, music and etc.) based on the Nestree website’s background and guideline developed under this Agreement can only be distributed in two ways: (1) through our Online Shop, if approved by Tenzones, and (2) a publishing/animation/media company approved by Tenzones. Please be aware that Tenzones hold complete copyrights of all your creations.
Creations that meet Tenzones’ standards and requirements may be submitted for consideration by Tenzones for distribution via our Online Shop.
If submitted by you and approved by Tenzones, your creations will be digitally signed by Tenzones and distributed through our Online Shop and channels approved by us. Tenzones will not take responsibility for the creations that do not meet our standards and requirements, and therefore will not be distributed through the aforementioned channels.
1. Accepting this Agreement; Definitions
In order to use Tenzones’ Nestree website and its related services, you must first agree to this Agreement. If you do not or cannot agree to this Agreement, you are not permitted to use Tenzones’ Nestree website or related services. Do not collect, copy or download or use Tenzones’ Nestree website and its related services in that case.
You accept and agree to the terms of this Agreement on your own behalf and/or on behalf of your company, organization, educational institution, or agency, instrumentality, or department of the federal government as its authorized legal representative, by doing either of the following:
(a) checking the box displayed at the end of this Agreement; or
(b) clicking an “Agree” or similar button, where this option is provided by Tenzones.
Whenever capitalized in this Agreement:
“Agreement” means this the Registrated Nestree Creator Agreement, including any attachments and any exhibits thereto which are hereby incorporated by this reference.
“Online Shop” means an electronic store and its storefronts branded, and owned and/or controlled by Tenzones or an affiliate of Tenzones.
“Tenzones” means Tenzones Digital ENTERTAINMENT CO., LIMITED TAIWAN REPRESENTATIVE OFFICE, a Hong Kong-based corporation with its main branch office in Taipei, Taiwan.
“Licensed Creations” means a creation that (a) meets and complies with all of the Documentation and Program Requirements, and (b) has been selected and digitally signed by Tenzones for production distribution.
“Licensed Creation Information” means screen shots, images, artwork, icons and/or any other copyrighted text, descriptions, representations or information relating to a Licensed Creation that you provide to Tenzones for use in accordance with Schedule 1, or, if applicable, Schedule 2.
“Updates"” means updates, upgrades, modifications, enhancements, supplements, and new releases or versions of the Nestree website, or to any part of Tenzones’ related websites.
2. Internal Use License and Restrictions
2.1 Permitted Uses and Restrictions
Subject to the terms and conditions of this Agreement, Tenzones hereby grants you during the Term, a limited, non-exclusive, personal, revocable, non-sublicensable and non-transferable right to:
(a) Create a reasonable number of creations using the background and guidelines provided toyou by Tenzones.
(b) Create a Nestree Creator Profile on our Nestree website for the sole purpose of enabling distribution and exposure of your creations.
Tenzones reserves the right to set the limited number of creations that each Licensee may create with Tenzones under this program.
2.2 Authorized Test Creations
As long as an Authorized Test Creation contains any pre-release versions of the content on the Nestree webiste or Tenzones’ related websites, you agree to restrict access to such Authorized Test Creation to not disclose, show, rent, lease, lend, sell or otherwise transfer such Authorized Test Creation to any third party. You further agree to take reasonable precautions to safeguard all Authorized Test Creations from loss or theft.
Tenzones retains all rights, title, and interest in and to the content in the Nestree website and Tenzones’ related websites, and any Updates it may make available to you under this Agreement. You agree to cooperate with Tenzones to maintain Tenzones’ ownership of the Nestree website content, and, to the extent that you become aware of any claims relating to the Nestree website content you agree to use reasonable efforts to promptly provide notice of any such claims to Tenzones.
2.4 No Other Permitted Uses
Except as otherwise set forth in this Agreement, you agree not to collect, post, copy, download to any website, sell, redistribute, or publish your creations based on the background and guideline provided to you by the Nestree website, in whole or in part, or to enable others to do so. You may not use the content in the Nestree website or any services provided hereunder for any purpose not expressly permitted by this Agreement. You may not and you agree not to, or to enable others to, copy (except as expressly permitted under this Agreement), collect, post, download or create creations of the Nestree website or any content provided by the Nestree website. If you breach any of the foregoing restrictions, you may be subject to prosecution and damages. All licenses not expressly granted in this Agreement are reserved and no other licenses, immunity or rights, express or implied are granted by Tenzones, by implication, estoppel, or otherwise. This Agreement does not grant you any rights to use any trademarks, logos or service marks belonging to Tenzones. If you make reference to any Tenzones’ products or creations or use Tenzones’ trademarks, you agree to comply with the published guidelines as modified by Tenzones from time to time.
2.7 Updates; No Support or Maintenance
Tenzones may extend, enhance, or otherwise modify the Nestree website or content provided hereunder at any time without notice, but Tenzones shall not be obligated to provide you with any Updates to the Nestree website. If Updates are made available byTenzones, the terms of this Agreement will govern such Updates, unless the Update is accompanied by a separate license in which case the terms of that license will govern. Tenzones is not obligated to provide any maintenance, technical or other support for the creations you submit to the Nestree website. You acknowledge that Tenzones has no express or implied obligation to announce or make available any Updates to the Nestree website or to any Tenzones-related services to anyone in the future.
3. Your Obligations
You certify to Tenzones and agree that:
(a) You are of the legal age of majority in the jurisdiction in which you reside (at least 18 years of age in many countries) and have the right and authority to enter into this Agreement on your own behalf, or if you are entering into this Agreement on behalf of your company, organization, educational institution, or agency, instrumentality, or department of the federal government, that you have the right and authority to legally bind such entity or organization to the terms and obligations of this Agreement;
(b) All information provided by you to Tenzones, will be current, true, accurate, supportable and complete and, with regard to information you provide to Tenzones, You will promptly notify Tenzones of any changes to such information. Further, you agree that Tenzones may share such information (including email address and mailing address) with third parties who have a need to know for purposes related to your creations (e.g., intellectual property questions, customer service inquiries, etc.);
(c) You will comply with the terms of and fulfill your obligations under this Agreement and you agree to monitor and be responsible for your use of the content on the Nestree website;
(d) You will be solely responsible for all costs, expenses, losses and liabilities incurred, and activities undertaken by you in connection with the Nestree website content and Tenzones related services;
(f) You will not act in any manner which conflicts or interferes with any existing commitment or obligation you may have and no agreement previously entered into by you will interfere with your performance of your obligations under this Agreement.
3.2 Use of the content in the Nestree website
As a condition to using the Nestree website content and Tenzones’ related services, you agree that:
(a) You will only use the Nestree website content and Tenzones’ related services for the purposes and in the manner expressly permitted by this Agreement and in accordance with all applicable laws and regulations;
(b) You will not use the Nestree website content and Tenzones’ related services for any unlawful or illegal activity, nor to develop any creations which would commit or facilitate the commission of a crime, or other tortious, unlawful or illegal act;
(c) Your creations will be developed in compliance with the Documentation and the Program Requirements, the current set of which is set forth in Section 3.3 below;
(d) To the best of your knowledge and belief, your creations will not violate, misappropriate, or infringe any Tenzones or third party copyrights, trademarks, rights of privacy and publicity, trade secrets, patents, or other proprietary or legal rights (e.g. musical composition or performance rights, video rights, photography or image rights, logo rights, third party data rights, etc. for content and materials that may be included in your creation);
(e) You will not, directly or indirectly, commit any act intended to interfere with the Nestree website content and Tenzones’ related services, the intent of this Agreement, or Tenzones’ business practices including, but not limited to, taking actions that may hinder the performance or intended use of the Nestree website or Tenzones’ related websites; and
(g) Creations developed using the Nestree website content and Tenzones’ related services may only be distributed if approved by Tenzonest (in its sole discretion) for distribution via Tenzones’ distribution channels as contemplated in this Agreement.
4. Application Submission and Selection
4.1 Submission toTenzones
You may submit your creation for consideration by Tenzones for distribution via the Online shop once you decide that your creation is complete. By submitting your creation, you represent and warrant that your creation complies with the Documentation and Program Requirements then in effect as well as with any additional guidelines that Tenzones may post on the Program web portal.
4.2 Approved by Tenzones for Distribution
You understand and agree that Tenzones may, in its sole discretion:
(a) determine that your creation does not meet all or any part of the Documentation or Program Requirements then in effect;
(b) reject your creation for distribution for any reason, even if Your Application meets the Documentation and Program Requirements; or
(c) select and digitally sign your creation for distribution via the Online Shop.
Tenzones shall not be responsible for any costs, expenses, damages, losses (including without limitation lost business opportunities or lost profits) or other liabilities You may incur as a result of your creation, use of this Nestree website content and Tenzones’ related services, including without limitation the fact that your creation may not be approved for distribution via the Online Shop. You will be solely responsible for developing creations that are safe, free of defects in design and operation, and comply with applicable laws and regulations. The fact that Fevolution digital entertainment may have reviewed, tested, approved or selected a creation will not relieve you of any of these responsibilities.
Creations developed under this Agreement may be distributed in two ways: (1) through our Online Shop, if approved by Tenzones, and (2) a publishing/animation/media company approved by Tenzones. Please be aware that Tenzones hold complete copyrights of all your creations.
5.1 No Other Distribution Authorized Under this Agreement
Except for the distribution of your creations via Tenzones’ approved channels, no other distribution of creations developed using the Nestree website content or Tenzones-related website services is authorized or permitted hereunder.
6.1 Information Deemed Tenzones Confidential
You agree that all the Nestree website content and Tenzones-related website services, any terms and conditions contained herein that disclose features of the Nestree website content and Tenzones-related website services, and the terms and conditions of Schedule 2 will be deemed "Tenzones Confidential Information". Notwithstanding the foregoing, Tenzones Confidential Information will not include:
(i) information that is generally and legitimately available to the public through no fault or breach of yours,(ii) information that is generally made available to the public by the Nestree website,(iii) information that is independently developed by you without the use of any Tenzones Confidential Information,(iv) information that was rightfully obtained from a third party who had the right to transfer or disclose it to you without limitation, or(v) any FOSS included in the Nestree website content and Tenzones-related website services and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such FOSS.
6.2 Obligations Regarding Tenzones Confidential Information
You agree to protect Tenzones Confidential Information using at least the same degree of care that you use to protect your own confidential information of similar importance, but no less than a reasonable degree of care. You agree to use Tenzones Confidential Information solely for the purpose of exercising your rights and performing your obligations under this Agreement and agree not to use Tenzones Confidential Information for any other purpose, for your own or any third party's benefit, without Tenzones’ prior written consent. You further agree not to disclose or disseminate Tenzones Confidential Information to anyone other than: (i) those of your employees and contractors, or those of your faculty and staff if you are an educational institution, who have a need to know and who are bound by a written agreement that prohibits unauthorized use or disclosure of the Tenzones Confidential Information; or (ii) except as otherwise agreed or permitted in writing by Tenzones. You acknowledge that damages for improper disclosure of Tenzones Confidential Information may be irreparable; therefore, Tenzones is entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies.
6.3 Press Releases and Other Publicity
You may not issue any press releases or make any other public statements regarding this Agreement, its terms and conditions, or the relationship of the parties without Tenzones’ express prior written approval, which may be withheld at Tenzones’ discretion.
To the extent permitted by applicable law, you agree to indemnify and hold harmless, and upon Tenzones’ request, defend, Tenzones, its directors, officers, employees, independent contractors and agents (each "Tenzones’ Indemnified Party") from any and all claims, losses, liabilities, damages, taxes, expenses and costs, including without limitation, attorneys' fees and court costs (collectively, "Losses"), incurred by a Tenzones’ Indemnified Party and arising from or related to any of the following: (i) Your breach of any certification, covenant, obligation, representation or warranty in this Agreement, including Schedule 2 (if applicable); (ii) any claims that your creation or the distribution, sale, offer for sale, use or importation of your creation (whether alone or as an essential part of a combination), Licensed Application Information or metadata, violate or infringe any third party intellectual property or proprietary rights; (iii) Your breach of any of your obligations under the EULA (as defined in Schedule 1 or Schedule 2 (if applicable)) for your creation; (iv) Tenzones’ permitted use, promotion or delivery of your creation, Licensed Application Information, metadata, related trademarks and logos, or images and other materials that you provide to Tenzones under this Agreement, including Schedule 2 (if applicable); or (vi) Your use of thethe Nestree website content and Tenzones-related website services, your creation, Licensed Application Information, metadata, Registered Devices, or your development and distribution of any creation.
You acknowledge that neither the Nestree website content and Tenzones-related website servicese nor any services are intended for use in the development of creations in which errors or inaccuracies in the content, functionality, services, data or information provided by the creation or the failure of the creation, could lead to death, personal injury, or severe physical or environmental damage, and, to the extent permitted by law, You hereby agree to indemnify, defend and hold harmless each Tenzones’ Indemnified Party from any Losses incurred by such Tenzones’ Indemnified Party by reason of any such use.
In no event may you enter into any settlement or like agreement with a third party that affects Tenzones’ rights or binds Tenzones in any way, without the prior written consent of Tenzones.
This Agreement and all rights and licenses granted by Tenzones hereunder and any services provided hereunder will terminate, effective immediately upon notice from Tenzones:
(a) if You fail to comply with any term of this Agreement and fail to cure such breach within 30 days after becoming aware of or receiving notice of such breach;
(b) in the event of the circumstances described in the subsection entitled "Severability" below;
(c) if you, at any time during the Term, commence an action for patent infringement against Tenzones;
(d) if you become insolvent, fail to pay your debts when due, dissolve or cease to do business, file for bankruptcy, or have filed against you a petition in bankruptcy; or
(e) if you engage, or encourage others to engage, in any misleading, fraudulent, improper, unlawful or dishonest act relating to this Agreement, including, but not limited to, misrepresenting the nature of your submitted creation (e.g., hiding or trying to hide functionality from Tenzones’ review, falsifying consumer reviews for your creation, etc.).
Tenzones may also terminate this Agreement, or suspend your rights to use the Nestree website content and Tenzones-related website services, if you fail to accept the Agreement terms.
Either party may terminate this Agreement for its convenience, for any reason or no reason, effective 30 days after providing the other party with written notice of its intent to terminate.
9. NO WARRANTY
The Nestree website content and Tenzones-related website servicese may contain inaccuracies or errors that could cause failures or loss of data and it may be incomplete .Tenzones reserve the right to change, suspend, remove, or disable access to any of the Nestree website content and Tenzones-related website services at any time without notice. In no event will Tenzones be liable for the removal of or disabling of access to any such services.Tenzones may also impose limits on the use of or access to certain Services, in any case and without notice or liability. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE NESTREE WEBSITE CONTENT AND TENZONE-RELATED WEBSITE SERVICES, SECURITY SOLUTION, SERVICE-RELATED SOFTWARE AND ANY SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE NESTREE WEBSITE CONTENT AND TENZONE-RELATED WEBSITE SERVICES, SECURITY SOLUTION, SERVICE-RELATED SOFTWARE AND ANY SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND TENZONES AGENTS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE NESTREE WEBSITE CONTENT AND TENZONE-RELATED WEBSITE SERVICES, SECURITY SOLUTION, SERVICE-RELATED SOFTWARE AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. TENZONES DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE NESTREE WEBSITE CONTENT AND TENZONE-RELATED WEBSITE SERVICES, SERVICE-RELATED SOFTWARE OR SERVICES, THAT THE NESTREE WEBSITE CONTENT AND TENZONE-RELATED WEBSITE SERVICES, SECURITY SOLUTION, SERVICE-RELATED SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE NESTREE WEBSITE CONTENT AND TENZONE-RELATED WEBSITE SERVICES, SECURITY SOLUTION, SERVICE-RELATED SOFTWARE OR THE PROVISION OF SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS OR ERRORS IN THE NESTREE WEBSITE CONTENT AND TENZONE-RELATED WEBSITE SERVICES, SECURITY SOLUTION, SERVICE-RELATED SOFTWARE OR SERVICES WILL BE CORRECTED, OR THAT THE NESTREE WEBSITE CONTENT AND TENZONE-RELATED WEBSITE SERVICES, SECURITY SOLUTION, SERVICE-RELATED SOFTWARE OR SERVICES WILL BE COMPATIBLE WITH FUTURE TENZONES’ PRODUCTS, SERVICES OR SOFTWARE, OR THAT ANY INFORMATION STORED OR TRANSMITTED THROUGH ANY THE NESTREE WEBSITE CONTENT AND TENZONE-RELATED WEBSITE SERVICES, SERVICE-RELATED SOFTWARE OR SERVICES WILL NOT BE LOST, CORRUPTED OR DAMAGED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TENZONES OR AN TENZONES’ AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SHOULD THE THE NESTREE WEBSITE CONTENT AND TENZONE-RELATED WEBSITE SERVICES, SECURITY SOLUTION, SERVICE-RELATED SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
10. LIMITATION OF LIABILITY
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL TENZONES BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, YOUR USE OR INABILITY TO USE THE THE NESTREE WEBSITE CONTENT AND TENZONE-RELATED WEBSITE SERVICES, SECURITY SOLUTION OR SERVICES, OR Your DEVELOPMENT EFFORTS OR PARTICIPATION IN THE PROGRAM, HOWEVER CAUSED, WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY, OR OTHERWISE, EVEN IF TENZONES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. In no event shall Tenzones’ total liability to you under this
Agreement for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00).
11. General Legal Terms
11.1 Third Party Notices. Portions of the Nestree website content and Tenzone-related website services may utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are contained in the electronic documentation for the Nestree website content and Tenzone-related website services, and your use of such material is governed by their respective terms.
11.2 Consent to Collection and Use of Non-Personal Data. You agree that Tenzones may collect and use related information, including but not limited to information about your creations and other services to you (if any) related to the Nestree website content and Tenzone-related website services, and to verify compliance with the terms of this Agreement. Tenzones may use this information, as long as it is in a form that does not personally identify you, to improve the Nestree website content and Tenzone-related website services, our products or to provide services or technologies to you and our members.
11.3 Assignment. This Agreement may not be assigned, nor may any of your obligations under this Agreement be delegated, in whole or in part, by you by operation of law, merger, or any other means without Tenzones’ express prior written consent and any attempted assignment without such consent will be null and void.
11.4 Relationship of Parties. Except for the agency appointment as specifically set forth in Schedule 1 (if applicable), this Agreement will not be construed as creating any other agency relationship, or a partnership, joint venture, fiduciary duty, or any other form of legal association between you and Tenzones, and you will not represent to the contrary, whether expressly, by implication, appearance or otherwise. This Agreement is not for the benefit of any third parties.
11.5 Independent Development. Nothing in this Agreement will impair Tenzone’s right to develop, acquire, license, market, promote, or distribute products that perform the same or similar functions as, or otherwise compete with, creations, licensed creations or any other products that you may develop, produce, market, or distribute.
11.6 Notices. Any notices relating to this Agreement shall be in writing. Notices will be deemed given by Tenzones when sent to you at the email address or mailing address you provided during the sign-up process. All notices to Tenzones relating to this Agreement will be deemed given (a) when delivered personally, (b) three business days after having been sent by commercial overnight carrier with written proof of delivery, and (c) five business days after having been sent by first class or certified mail, postage prepaid, to the Tenzones address: Tenzones Creator Program, Tenzones Digital Entertainment Inc., Shihlin District Gu Gong Rd, 3F No. 13, Lane 34, Taipei City. Taiwan. R.O.C.
You consent to receive notices by email and agree that any such notices that Tenzones sends you electronically will satisfy any legal communication requirements. A party may change its email or mailing address by giving the other written notice as described above.
11.7 Severability. If a court of competent jurisdiction finds any clause of this Agreement to be unenforceable for any reason, that clause of this Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. However, if applicable law prohibits or restricts you from fully and specifically complying with, or appointing Tenzones as your agent or prevents the enforceability of any of those Sections or Schedule 1, this Agreement will immediately terminate and you must immediately discontinue any use of the Nestree website content and Tenzone-related website services as described in the Section entitled "Termination."
11.8 Waiver and Construction. Failure by Tenzones to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any laws or regulations that provide that the language of a contract will be construed against the drafter will not apply to this Agreement. Section headings are for convenience only and are not to be considered in construing or interpreting this Agreement.