WORLD OF DARKNESS UNBOUND
The World of Darkness Unbound (“Program”) is a program operated by Paradox Interactive AB,
Magnus Ladulåsgatan 4, 118 66, Stockholm Sweden (“Paradox” “us/we”). By completing and
submitting the form defined in Section 1.1. below, You agree to be bound by this agreement
(“Agreement”). You and Paradox may each be referred to as “Party” and collectively as “Parties”.
A. PARTICIPATION TO THE PROGRAM
To participate in the Program, You agree to complete the form found here
https://forms.gle/rpdRW3PFoE3vb8ue7. You guarantee that the information you
provide is true and correct.
B. GRANT OF RIGHTS
b.1. License. Paradox grants You a personal, non-exclusive, non-transferable, nonsublicensable, royalty-bearing right, and license to use the Licensed Property to
develop, localize, publish, sell, distribute, promote, and advertise the Game worldwide,
solely on the itch.io platform during the Term, and in accordance with this agreement
and it’s Exhibits.
b.2. Paradox’s use of Licensed Property. To avoid any doubt, Paradox already has and will
continue to develop new creative, character-building, world-building, games and apps
that use the Licensed Property and nothing in this Agreement shall restrict Paradox nor
any of its Affiliates in any way whatsoever to utilize the Licensed Property in any
manner it sees fit.
C. INTELLECTUAL PROPERTY RIGHTS
c.1. Paradox Ownership. Paradox is the sole and exclusive owner of the Licensed Property
and all rights, for example, any Intellectual Property Rights, in and to the Licensed
Property. Paradox is also the owner of all rights to any derivative work of the Licensed
Property which is created by You, your employees or any third parties. Nothing in this
Agreement shall be construed and deemed as an assignment or transfer any
ownership, title, or interest in the Licensed Property (or any derivative work thereof) to
You. You hereby forever, irrevocably, unconditionally, and automatically assign to
Paradox any and all rights, titles and/or interests to the Licensed Property and
derivative works that may vest in You, your employees or any third parties.
c.2. Your Ownership. You are the sole and exclusive owner of any Asset created by You
and all rights in that Asset, which in Paradox discretion is not part of the Licensed
Property or a derivative work of the Licensed Property. Everything else is owned by
Paradox. As an example: if the Asset you’ve created, e.g., new music used in the Game,
is in Paradox opinion obviously distinguishable from the Licensed Property (especially
the Licensed Property’s music), you will be the owner of such music.
c.3. License to Paradox. You grant to Paradox a non-exclusive, perpetual, irrevocable,
royalty-free, sub-licensable, and transferable right and license to use and exploit
however Paradox sees fit any Asset or other element created by You under this
Agreement which is owned by You pursuant to Section Your Ownership. You are the
sole and exclusive owner of any Asset created by You and all rights in that Asset, which
in Paradox discretion is not part of the Licensed Property or a derivative work of the
Licensed Property. Everything else is owned by Paradox. As an example: if the Asset
you’ve created, e.g., new music used in the Game, is in Paradox opinion obviously
distinguishable from the Licensed Property (especially the Licensed Property’s music),
you will be the owner of such music..
c.4. Background Material, Tools, etc. You shall keep all rights, title, and interest in and to
the Background Materials.
D. TRADEMARK, LABELS, ETC.
d.1. Marketing. You may throughout the Term use the Licensed Property in any Design and
Marketing Material only as specified in this Agreement or as may be agreed between
the Parties from time to time in writing. All such use(s) shall be under the control and
supervision of Paradox and always in accordance with the Paradox Marketing and
Brand Guidelines.
d.2. Inform. You shall inform Paradox of any infringement of the Licensed Property that
comes to your attention and of any claim from any third party that the use of the
Licensed Property infringes any rights. You shall in both cases permit Paradox to
control the conduct of any such proceedings and shall cooperate in a customary and
reasonable manner during the Term and thereafter in respect of such proceedings.
d.3. Confusing Trademarks. You may not register any mark or name confusingly similar to
the other Paradox’s trademarks or rights; nor any mark or name confusingly similar to
any other trademark or trading name or other trade symbols owned or used by
Paradox.
d.4. Trademarks and Website. You are entitled to use the trademarks of the Licensed
Property (if such trademarks compose a portion of the title of the Game) in in any
relevant, approved social networks (including without limitation the Game’s YouTube
channel, Facebook page and/or Instagram account) until this Agreement is terminated
and, in the manner, approved by Paradox from time to time.
d.5. Challenge Rights. You shall not do, or permit to be done, any act, which may
jeopardise or invalidate any registration of Licensed Property or any other Intellectual
Property right owned by Paradox.
E. INDEMNIFICATION, LIMITATION OF LIABILITY INSURANCE
e.1. Indemnification. You hereby agrees to indemnify, defend and hold harmless the other
Paradox, and its assignees, and purchasers, and the officers, directors, shareholders,
employees, attorneys, agents and affiliates of all of them, against any and all suits,
losses, liabilities, damages, awards, claims, settlements, costs and expenses, including
reasonable attorneys’ fees, arising out of or otherwise relating to any breach by You of
any of its guarantees set out in Section 9 or any other breach of this Agreement.
e.2. Procedure. You shall notify Paradox in writing within 10 days after the You receives
notification of any claim or action relating to the Property and/or the Game. Paradox
shall have the right to undertake and control the defense and settlement negotiations
of any such claim or suit, and You shall allow Paradox to control and shall fully
cooperate with Paradox in the defense and any related settlement negotiations. In no
event shall Paradox be liable for any consequential damages or loss of profits that You
may suffer arising out of the same.
e.3. Limitation of Liability. Except with respect to breaches of confidentiality, warranties,
indemnification obligations and gross negligence or willful misconduct, in no event
shall either Party be liable to the other Party under or in connection with this
agreement for any loss of profit or any other commercial damage including; without
limitation, incidental, consequential, special, exemplary, punitive or other indirect
damages of any nature, for any reason whatsoever including, without limitation, a
breach of this agreement, the expiration or any termination of this agreement, whether
such liability is asserted on the basis of contract, tort (including negligence or strict
liability) or otherwise, even if such Party has been warned of the possibility of such
damages.
F. PRICING, ROYALTY, AND AUDITS
f.1. Pricing. You agree that the Game will either 1) be made available for free, or 2) be
made available for at least $5.99.
f.2. Royalties. In consideration of the rights granted in the Agreement to You, You agree to
pay Paradox 33% of the Net Revenues.
f.3. Royalty Reports. You shall within 45 days from the end of each calendar quarter
(“Report Period”) render royalty reports, detailing sales of the Game made in the
preceding Report Period and showing how the Royalty has been calculated, and You
shall provide Paradox with any reasonable explanations Paradox may request about
such statement. The Royalty Report and any payment to Paradox shall be made in US
Dollar. If the Game is sold in a different currency, then conversion shall be necessary to
complete the Royalty Report, and the exchange rate used for such conversion shall be
the average exchange rate for the relevant accounting period according to the central
bank of Your residence. Thereafter, payment of accrued Royalties under this Agreement
shall be paid within 10 days of receipt of an invoice. All Royalty Reports shall be mailed
to
salesreport@paradoxinteractive.com. Notwithstanding the foregoing, should You
have no Royalty to report, or should the amount of due Royalty be less than five
hundred U.S. dollars (US$ 500), You shall inform Paradox hereof by sending an email to
salesreport@paradoxinteractive.com and, unless otherwise required by Paradox, shall
only send a Royalty Report and pay any accrued Royalties to Paradox once the total
amount of due Royalty has reached at least five hundred U.S. dollars (US$ 500).
Licensor’s acceptance of payments shall not preclude Licensor from questioning the
correctness of such Royalties in accordance with the terms of this Agreement. All
Royalties shall be paid without set-off of any amount whatsoever whether based upon
any claimed debt or liability of Licensor to You. Payment of Royalties shall be made to
Paradox by wire transfer as follows
Payable to: Danske Bank Sweden Branch
Box 7523
SE-103 92 Stockholm, Sweden
IBAN: SE3412000000012990115773 (EUR)
IBAN: SE1212000000012990115781 (USD)
IBAN: SE0712000000012990149627 (GBP)
Swift: DABASESX
f.4. Audit. You shall keep full and accurate books of account, and copies of all documents
and other records relating to this Agreement during the Term and for 3 years
thereafter. Licensor and its representatives shall have the right, during normal business
hours, and upon twenty (20) business days’ notice, to audit, examine and make copies
of such books, documents or other records. In the event that an audit reveals an
underpayment in Royalty due to Licensor, You shall immediately pay Licensor such
discrepancy plus a late payment interest as stated below. If such an audit reveals a
discrepancy of five percent (5%) or more for any calendar quarter, You shall also
reimburse Licensor for all reasonable costs incurred by Licensor in connection with the
audit. Should You not timely remit any amount due to Licensor, an interest of two
percent (2%) per month from the due date shall be due to Licensor until full payment is
received.
G. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
g.1. By You. You represent and warrant that:
h. You are a duly organized entity formed under the laws of the country where it
keeps its principal office and has the right and authority to enter into this
Agreement;
i. You shall fully comply with the requirements of all applicable laws, regulations,
rules and other ordinances issued by any authority relating to the subject matter
of this Agreement and to the performance of Your obligations hereunder;
j. You shall not use the Licensed Property in any manner deemed socially or
educationally damaging, and shall not engage in any conduct that would damage
the image of the Licensed Property, in the reasonable opinion of Paradox;
k. You shall adhere to any Paradox Marketing and Brand Guidelines provided by
Paradox from time to time;
l. You shall obtain all necessary consents, licenses, authorizations and all other
formalities required in connection with the manufacture, distribution, and sale of
the Game in accordance with the Agreement;
m. the Game shall at least meet industry standards and rules in terms of design,
material, and workmanship and be suitable for their intended purpose and no
hazardous substances shall be used in or on the Game;
n. the Game shall not cause harm when used as instructed and with ordinary care
for their intended purpose; and
o. the Game shall be manufactured, tested, sold, and distributed in strict compliance
with all applicable laws and regulations (including, but not limited to, local labor
laws);
P. TERM AND TERMINATION
p.1. Term. This Agreement shall be in force from the Effective Date and shall continue until
terminated.
p.2. Termination for convenience. Paradox may terminate this Agreement at any time for
any reason by providing You a 30 days’ notice of termination. You may terminate this
Agreement at any time and for no reason by removing the Game from the Platform and
ceasing to use the Licensed Property.
p.3. Termination for breach, bankruptcy etc. Either Party shall have the right to terminate
this Agreement:
a. if the other Party commits any material breach of any of the provisions of the
Agreement and, if such breach is capable of remedy, has failed to remedy such
breach within thirty 30 calendar days after notice has been given by the
nonbreaching Party in writing requiring such remedy;
b. if a winding up or bankruptcy of the other Party is commenced (excluding
involuntary bankruptcy dismissed within 60 days), or if a receiver or administrator
of the other Party or its assets is appointed, or if the other Party ceases to do
business at any time for 30 consecutive calendar days (other than for annual
holidays); or
p.4. In addition, Paradox shall have the right to terminate the Agreement immediately:
a. if the You assigns, novates, or otherwise disposes of the Agreement to any third
Party, including as a result of a change of control in You, via operation of law, or
otherwise, without the prior consent in writing of Paradox;
b. if You challenges the validity of any Licensed Property or any of Paradox’s
Intellectual Property Rights, and
c. in the event of any change in or transfer of control of You without the express
written consent from Paradox.
Q. EFFECT OF TERMINATION
q.1. Effect. Upon termination or expiration of the Term of this Agreement, all rights granted
to You hereunder shall revert to Paradox, and with these additional consequences.
a. All outstanding payments shall become immediately due and payable to Paradox
b. You shall cease to promote, advertise, distribute or sell the Game and shall cease
to use any intellectual property, logo, and element related to the Licensed
Property;
c. You shall also either return, at Your cost or destroy all advertising or promotional
material (including any and all social media accounts related to the Licensed
Property or Game), artwork, samples and other material relating to the Licensed
Property in Your possession; and
d. You shall prepare and send to Paradox a final royalty report.
R. GENERAL
r.1. Governing Law and Dispute Resolution. Any dispute, controversy or claim arising out
of or in connection with this Agreement, or the breach, termination or invalidity thereof,
shall be finally settled by arbitration in accordance with the Arbitration Rules of the
Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall
be composed of three arbitrators. The seat of arbitration shall be Stockholm. The
language to be used in the arbitral proceedings shall be English. This contract shall be
governed by the substantive law of Sweden. The Parties have not by using English
terms and concepts intended to incorporate any other legal standards compared to
what a Swedish translation and interpretation of such terms and concepts would give.
r.2. Severability. 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 will 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.
r.3. Notices. All notices, demands, or waivers hereunder shall be written in English and sent
by email to the email addresses below. Delivery shall be deemed conclusively made at
the time of receipt of the email:
If to the You, to: Email address defined in the Form
If to Paradox, to: designated contact person; and
legal@paradoxinteractive.com
r.4. Integration, Amendment, Headings. This Agreement 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, between the Parties. No
amendment or modification of this Agreement will be made except if signed by both
Parties. The headings of the Sections of this Agreement are for convenience only and
shall not be of any effect in construing the meanings of the Sections.
r.5. Waiver. No waiver of any obligation by any Party hereto under this Agreement shall be
effective unless in writing, specifying such waiver, executed by the Party making such
waiver. A waiver by a Party hereto of any of its rights or remedies under this Agreement
on any occasion shall not be a bar to the exercise of the same right of remedy on any
subsequent occasion or of any other right of remedy at any time.
r.6. Remedies. Unless expressly set forth to the contrary, either Party's election of any
remedies provided for in this Agreement shall not be exclusive of any other remedies
available hereunder or otherwise at law, and all such remedies shall be deemed to be
cumulative.
r.7. Assignment. You may not assign, delegate or otherwise transfer, in whole or in part,
this Agreement without Paradox’ prior written consent. Paradox may freely assign,
delegate and otherwise transfer this Agreement, in whole or in part, to any Party.
r.8. Amendments to Agreement. Paradox may at any time amend any terms of this
Agreement by providing a 30 days’ notice.
r.9. Independent Contractor Status. Neither Party shall have, nor shall represent that it
has, any power, right or authority to bind the other Party, or to assume or create any
obligation or responsibility, express or implied, on behalf of the other Party or in the
other Party’s name, except as herein expressly provided. Nothing stated in this
Agreement shall be construed as constituting the Parties hereto as partners or as
creating the relationships of employer / employee, franchisor / franchisee, or principal /
agent between the Parties. The You is performing services for Paradox as an
independent contractor. Nothing contained in this Agreement constitutes appointment
of either Party as an agent, representative, partner, joint venture or employee of the
other Party for any purpose.
r.10. Exhibits. The Exhibits mentioned below shall form an integral part of this Agreement:
Exhibit 1 Definitions
Exhibit 2 Labels
EXHIBIT 1 - DEFINITIONS
“Affiliates” shall mean any corporation or other entity which directly or indirectly controls, is
controlled by, or is under common control with Paradox.
“Background Material” shall mean all pre-existing software code, utilities, editing/compiling
tools, data formats or compression methods, algorithms and interface routine and general
computer software design practices and proprietary development tools, and any improvements of
such, identified in the attached Exhibit 6 hereto created and developed by You before the
execution of this Agreement, for a purpose different than the present Agreement, and which are
not solely related to a Game.
“Asset” shall mean any new creative elements for the Game (including, but not limited to, new
characters, races, animals, settings, props, artwork, plots, story lines, or similar new creations).
“Design” shall mean any artwork created for the marketing and promotion of the License Product.
“Effective Date” shall mean the date You complete and submit the Form.
“Form” shall have the meaning set out in Section 1.1.
“Intellectual Property Rights” shall mean, including but not limited to, all patent rights, design
rights, copyrights, trademark rights, trade secret rights and know-how rights.
“Game” shall mean a computer game using the Licensed Property that can only be made
available on itch.io.
“Licensed Property” shall mean all copyrights, design, emblems, trademarks, logos, and trade
names associated with the Vampire: The Masquerade 5th Edition originated by the Paradox or its
Affiliates, including, by way of example e.g. characters, races, world map, stories and events,
interface etc., but excluding elements developed by an licensee to Paradox, for example elements
from the games “Vampire The Masquerade: Bloodhunt” or “Vampire The Masquerade: Coteries of
New York”.
“Paradox Marketing and Brand Guidelines” shall mean the latest version of the guidelines that
governs how Paradox’s Intellectual Property and Licensed Property may be used, which may be
updated from time to time by Paradox.
“Marketing Material” shall mean all (whether physical or digital) advertising, marketing and
promotional material, which are produced by or for You and which make use of Licensed
Property, or any part thereof, and are used in any way, whether directly or indirectly, to promote
the Game.
“Net Revenues” shall mean the number of units of the Games sold by You multiplied by the
gross sale price of each Game to Your customers. The Parties agree that in the determination of
the Net Revenues, You may deduct value added tax and any cut itch.io takes.
EXHIBIT 2 - LABELS
Trademark and copyright labelling for the Game and the related Marketing Material.
1. The Game shall include the following copyright and trademark notices:
“© 2021 [You Name]”
“© 2021 Paradox Interactive”
