Third Party (3P) License

PRODUCT LICENSE AGREEMENT v1.0

​Evil Genius Games, Inc. (together with its affiliates, “EGG”) has created a role-playing game (“RPG”) called “Everyday Heroes ™” – which provides rules and mechanics for modern-day RPG settings. EGG is a unique system that leverages individual adventure settings on TV and film licenses (each, a “Cinematic Adventure”), and as such has developed particular Product Identity as set forth on Exhibit A, and found on the 3P Resource Page and incorporated herein by reference (“PI”) it wishes to license you (“You”) hereunder in accordance with the terms and conditions herein (“License”).

1. License. Subject to your compliance with the terms of the License and the limitations herein, and your payment of the Fee (described in Paragraph 6 below), EGG grants you a limited, non-exclusive, non-transferable, non-sublicensable license right to use the PI in your role-playing game (“Your Licensed RPG”). 
2. Brand Use. You may include the following statement in your marketing and your Licensed RPG packaging materials: “{Name of Your Licensed RPG} is compatible with the Everyday Heroes™ Role-playing System.” You can also use the following official logos as set forth on Exhibit B found on the 3P Resource Page and incorporated herein by reference.
3. Limits on License. Your rights to use the PI are limited to what is expressly granted in Paragraph 1. For clarity, no other rights are granted in this License, including any rights in any PI or other elements of the Cinematic Adventures™ or any other product created by EGP based on intellectual property licensed from third parties or otherwise.
4. Term. 10 years, which term will auto-renew for an additional ten (10) year periods unless EGP provides written notice of termination 6 months prior to the expiration of the then-current term. The written notice shall be sent to the email address on file previously furnished by you.
5. Territory. The Universe unless expressly limited herein.
6. Fee. Fifty United States Dollars (US$50).
7. Representations and Undertakings.
   • You represent that you are 18 or otherwise of legal age to enter into this License and have the full right, power and authority to fully perform your obligations under the License.
   • You represent that, in utilizing the PI, You are in compliance with all applicable laws, including laws relating to intellectual property rights.
   • You represent you have all rights and permissions to license, sublicense, sell, distribute and reproduce Your Licensed RPG and sublicense EGG all required or useful rights for EGG to exploit Your Licensed RPG as set forth herein.
8. Revocation of License. You acknowledge that EGG can revoke the License for any violation of this License.
9. Publicity. You agree that EGG may identify You as a party with whom it has a business relationship within its web properties and marketing materials.
10. Attribution. Whenever utilizing PI in Your Licensed RPG, You will include the following statement, which identifies PI:
    • The PI identified on the 3P Resource Page are Product Identity of Evil Genius Productions LLC
11. Privacy and Community Guidelines. Please review our Privacy Policy and Community Guidelines, which also govern your use of the License and all of your related dealings with EGG, to understand our practices, the terms of which are hereby incorporated by reference herein and shall be deemed to be a part of the License. Violation of our Privacy Policy or Community Guidelines shall be subject to revocation of the License as set forth in Paragraph 8 in EGG’s sole discretion.
12. Notices of Infringement. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to the Service Provider at the address set forth in Paragraph 13 below. All inquiries not relevant to the following procedure will not receive a response.
13. Governing Law; Arbitration. You and EGG agree that all disputes related to this License shall be governed by the local laws of the State of California. Both you and EGG irrevocably and unconditionally consent to submit to the exclusive jurisdiction of State and Federal courts located in San Francisco, CA. Any controversy or claim arising out of or relating to this License, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by a single arbitrator reasonably acceptable to the parties may be entered in any court having jurisdiction in San Francisco, CA. The parties shall share equally in the arbitration and court costs as well as the fee of the arbitrator.
14. Contact Information.  All notices hereunder shall be sent by email to EGG at [email protected].
15. Indemnification. You agree to defend, indemnify and hold EGG harmless from any claims, demands, or suits brought with respect to any products produced by or for you.
16. Limitation of Liability. In no event shall EGG and/or its respective suppliers be liable for any special, indirect, or consequential damages, or any damages whatsoever resulting from loss of use, data, or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of PI.
17. Assignment. You shall not assign this License without the express written consent of EGG.
18. Acceptance. By registering an account, and clicking “I accept”, you represent and warrant that you have read and understood the License, the OGL, our Community Guidelines, and our Privacy Policy, and you agree to be bound by the terms of this License.

Want Us to Promote and Sell Your Adventure?

By checking the box below, you also agree to the following addendum:

Right to Market or Co-Promote Your Licensed RPG to our Customer Base. Upon mutual agreement, EGP can co-promote, in its sole discretion, Your Licensed RPG and will be entitled to receive 10% of the net proceeds from verifiable and tracked sales resulting directly from EGP’s promotional efforts.

Digital Distribution. You grant EGG the right, at its sole discretion, to market and sell the digital version of Your Licensed RPG worldwide through its e-commerce properties for no less than 80% (for bundling and promotions) of your standard front-line online retail price. EGG will collect all net proceeds therefrom and pay you 70% of such net proceeds quarterly within 30 days following the end of each calendar quarter. In this regard, You will provide EGG with all the assistance EGP may reasonably require, including granting all necessary rights to promote and sell your product (including use of your trademarks and copyrights associated with Your Licensed RPG) as well as providing the digital product to facilitate reproduction and distribution.

Physical Distribution. From time to time, EGG may present you with an opportunity to distribute your physical product through EGP’s distribution partners. If You agree, You will agree to the same foregoing net proceeds share from such third-party distribution partner’s wholesale price. 

Do you want to produce content for the Everyday Heroes system?

Sign up for our 3rd party licensing program.

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The Addendum

Want Us to Promote and Sell Your Adventure?

Right to Market or Co-Promote Your Licensed RPG to our Customer Base.
Upon mutual agreement, EGP can co-promote, in its sole discretion, Your Licensed RPG and will be entitled to receive 10% of the net proceeds from verifiable and tracked sales resulting directly from EGP’s promotional efforts.

Digital Distribution.

You grant EGG the right, at its sole discretion, to market and sell the digital version of Your Licensed RPG worldwide through its e-commerce properties for no less than 80% (for bundling and promotions) of your standard front-line online retail price. EGG will collect all net proceeds therefrom and pay you 70% of such net proceeds quarterly within 30 days following the end of each calendar quarter. In this regard, You will provide EGG with all the assistance EGP may reasonably require, including granting all necessary rights to promote and sell your product (including use of your trademarks and copyrights associated with Your Licensed RPG) as well as providing the digital product to facilitate reproduction and distribution.

Physical Distribution.

From time to time, EGG may present you with an opportunity to distribute your physical product through EGP’s distribution partners. If You agree, You will agree to the same foregoing net proceeds share from such third-party distribution partner’s wholesale price.

I elect the Marketing Addendum

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Signatures

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