TEBEX CREATOR AGREEMENT
By signing up to our services as a Creator, you agree that you accept this Agreement, and agreed to be bound it’s terms. Please read these Terms carefully and make sure that you understand them before using Tebex. Please note that before you obtain the benefit of the Services, you will be asked to agree to these Terms. If you refuse to accept these Terms, you do not have our permission to use the Services.
We may amend these Terms from time to time as set out in clause 13. Please check this page regularly to ensure that you are familiar with and understand the terms which will apply at that time.
These Terms were most recently updated on 13 June 2023.
These Terms, and any Contract between us, are only in the English language.
1 Information about us
1.1 We are Tebex Limited, a company registered in England and Wales under company number 08129184 and with our registered office at Tebex Limited, Levy Cohen & Co, 37 Broadhurst Gardens, London, United Kingdom, NW6 3QT. Our VAT number is GB167189962. Our site, all Webstores and all payment processes, are operated by us.
1.2 You may contact us by e-mailing us at email@example.com. If you wish to give us formal notice of anything under these Terms, please see clause 19.
2 Access to Tebex and use of Services
2.1 After we approve your application to use Tebex Services, you will have access to the Service until the Agreement is terminated (defined in clause 9 below).
2.2 Your access will start on the date we approve your application, and will continue until You or We terminate our Agreement in accordance with these terms.
2.3 We may refuse to accept any application to use Tebex Services at any time at our discretion.
2.4 We may suspend or cancel your access at any time at our discretion for any reason. Except where we suspend or cancel your access as a consequence of your breach of these Terms (in which case no funds will be released), if you have any funds due to you (as defined in clause 6 below), we will arrange for these to be paid out to you.
2.5 We may offer additional tools at any time. These may include, but are not limited to the ability for a Creator to request we issue stored value gift cards for use against products we sell that are sourced from that Creator and checkout recovery whereby We email as prospective Buyer (as defined below) if they have initiated but not completed the purchase of Digital Goods (collectively, “Additional Services”). Such Additional Services may require payment of an additional subscription fee by the Creator to Us (“Plus Fee”). This Plus Fee is entirely optional, and does not impact the efforts We make to sell the Digital Goods We buy from You.
3 Our relationship with You
3.1 You grant Us a restricted, revocable, worldwide license to use your:
- Other images, wordmarks and associated written, graphical or audio content
(collectively “Assets”) for the purpose of promoting your servers and the Digital Goods we buy from you for resale.
3.1.1 The license You grant Us is restricted for use on Tebex-owned Webstores and other sales channels (as defined in Clause 5 below) only.
3.2 Furthermore, You agree to offer to sell Us copies of the software or other digital content that you have produced, along with software licenses (“Licenses”) allowing for its use (collectively, “Digital Goods”) at a pre-agreed Trade Price (as defined in clause 6 below), and authorise us to distribute such Digital Goods at our discretion to any third party (“Buyer”).
3.4 For the avoidance of doubt, when We sell Digital Goods we have purchased from You, no contract is formed between You and the Buyer. All contracts for sale are formed between Us and the Buyer directly, and You agree to not issue any invoice or make demands for payment to any Buyer that We have sold Digital Goods to.
4 Your responsibilities, representations and warranties
4.1 You represent and warrant to Us that:
4.1.1 All Assets, Digital Goods and other information provided to us, through the Creator Portal or by any other means, is accurate and up-to-date;
4.1.2 You are the owner of all Digital Goods You offer for sale to Us or that You are legally authorised to sell such Digital Goods to Us; and
4.1.3 the Digital Goods comply with our Acceptable Use Policy, are free from defects and are fit for the purpose that the Digital Goods are intended to be used, and further all such Digital Goods do not infringe upon the rights of any third party (including but not limited to Intellectual Property Rights);
4.1.4 there are no actions, legal proceedings or intentions that would impair Your ability to carry on Your business, or otherwise restrict the ability for Our Buyers to access Games that the Digital Goods We are buying from You is intended to be used on.
4.2 While both You and We recognise that Tebex is the sole party responsible for the sale, fulfillment and support of Digital Goods provided to Buyers, in recognition of the fact that, as the original Creator of the Digital Goods We have purchased, You have a greater understanding of the specifics of such Digital Goods, You agree that we may suggest Our Customers contact you for certain types of support. Given that most Customers will not require support, and of the others we will directly provide support to them, you recognise that offering this support is incidental and has no intrinsic value, and as such will be provided by You free of charge.
4.2.1 As part of this, You will provide Us with a monitored contact method that We can use, and We can direct Our Buyers to use, for support. This may include email, chat, Discord or other methods as We deem appropriate.
4.3 You will provide Us with accurate details of all Digital Goods that you are offering to sell to Us. This includes:
- Recommended Retail Price (“RRP”)
- Commands or other Instructions to enable us to fulfill such purchases in-game or on associated platforms
- Other details as required by Us at any time
4.4 You will provide details of any promised, recommended or required discounts on Your Licensed Products, in the form of Sales, Coupons, Giftcards or other discounts as appropriate.
4.5 You will not upload material to the Creator Portal, or any other part of Our Service that is illegal, objectionable, misleading, false, defamatory, obscene, menacing, otherwise injurious, or in breach of third parties’ privacy or intellectual property rights.
4.6 If the status of Your business changes or You have reason to believe it may change, whether in relation to this Clause 4 or any other aspect that may materially affect Your ability to offer Digital Goods to Us for sale, Your ability to provide support to Us, or the ability for Our Buyers to utilize the Digital Goods they purchase from Us, You must notify Us in writing, and immediately withdraw all Digital Goods that You offer to sell to Us.
4.7 If during the course of offering support as agreed in clause 4.2 above, you believe the appropriate course of action would be to a refund to a Buyer, you must advise us of recommendation through the Creator Portal.
4.8 You agree to sell Us all Digital Goods and Licenses on a “Sale or Return” basis. Accordingly, We shall be entitled in Our absolute discretion to return any unsold and un-used Digital Goods to You at the Your risk and expense. If we opt to return such Digital Goods, you agree to refund us the full Trade Price paid.
5. Our responsibilities
5.1 We will produce and operate a web property ("Webstore") featuring Your Assets, and the Digital Goods you have agreed to sell to Us, for the purpose of promoting said Digital Goods to potential Buyers.
5.2 We will purchase Digital Goods from You at Our sole discretion when We believe that We are likely to make a sale to a Buyer. For the avoidance of doubt, We are not committed to any minimum purchase quantities of any Digital Goods.
5.2 We may grant you access to a Creator Portal to provide updated Assets and Digital Goods for this web property, but none of these actions grant or otherwise imply Your ownership over the Webstore in question. For the avoidance of doubt, We are at no point obligated to use any or all of the Digital Goods or Assets You provide to Us.
5.3 We will advertise Digital Goods to potential Buyers on a Webstore operated by us (and through other channels as we deem appropriate), and directly sell Digital Goods to such Buyers, including processing payments and handling Tax as applicable
5.3.1 For the avoidance of doubt, such other channels may include (but are not limited to) affiliate marketing platforms (whether operated by Us or by a third party), third party resellers, PC, mobile or gaming console applications or other web properties.
5.4 We will take complete responsibility for fulfillment, chargebacks and support requirements for all Digital Goods we sell as the Seller of Record.
5.6 For the avoidance of doubt, we are under no obligation to sell any Digital Goods that you offer to us, and as the merchant may choose to sell such Digital Goods at any price we see fit, including at less than RRP, or to sell Digital Goods in a bundle with other Digital Goods we may purchase from other Creators. In all cases, We will pay you the Trade Price, less any deductions in accordance with Clause 6.
6. Trade Price & Deductions
6.1 For all Digital Goods You offer to sell to Us, You will state your RRP. For the avoidance of doubt, As the Merchant of Record, We reserve the right the sell such Digital Goods at any price we deem appropriate, including at below the RRP. We may also give away such content for free at our absolute discretion. In all cases, We will still pay the Trade Price charged by you.
6.2 For all Digital Goods We purchase from You, You agree to charge us the Trade Price for the same. This is calculated as the RRP less Our pre-agreed margin. Unless otherwise agreed this is 5% (FIVE PERCENT) (“Tebex Margin”).
6.3 In recognition of the fact that if We are able to sell a higher volume of Digital Goods to Our Buyers, then this is mutually beneficial to You as a Creator in terms of higher revenue, You agree to contribute to Our costs of selling Digital Goods We purchase from You in the following ways:
6.3.1 We will always endeavour to add on Sales Taxs (including but not limited to VAT, GST, HST etc) in addition to the RRP or any other price We chose to sell that. In the event that We are unable to do so, for any reason including but not limited to technical issues, legal requirements or human error, You agree that we may deduct the cost of such Sales Tax from any invoice due for payment.
6.3.2 Tebex will aim to allow Our Buyers to pay with as wide a range of payment methods as possible, in order to secure the highest possible volume of Sales, enabling Us to purchase more Digital Goods from You. As such You agree to contribute to Our payment processing costs in accordance with the table available in your Creator Portal (“Processing Cost Assistance”). In a situation where We sell Digital Goods from multiple Creators in a single transaction, such contributions will only be on the sale price of Digital Goods We have purchased from You.
6.5 If You advise Us of required Creator-required promotions (as defined in clause 4), the cost of honouring such promotions will be deducted from any invoice due for payment.
6.6 If You advise Us that a refund would be appropriate for a given Buyer as defined in Clause 4.7, You agree that We may deduct the cost of such refunds and a processing fee to cover our costs of administering the refund of no more than USD 20 (TWENTY US DOLLARS) from any invoice due for payment.
6.7 If We decide that a chargeback is the result of a breach of this Agreement, or by an Action or Inaction by You (as defined below in Clause 7), You agree that We may deduct the Trade Price of any disputed Digital Goods, and a processing fee to cover our costs of administering the refund of no more than USD 20 (TWENTY US DOLLARS) from any invoice due for payment.
6.8 Where there are no outstanding invoices available from which to make deductions, we may at our discretion either collect such funds from any payment method you have recorded with us, or offset the amount against future invoices.
6.9 You acknowledge and agree that We may, from time to time, retain a portion of monies due to you (a 'Deposit') as a form of risk mitigation. We undertake to review the Deposit level on at least a monthly basis, and further undertake to provide You with guidance on how to reduce your Deposit level upon request.
6.9.1 You acknowledge that any Deposit is not time-limited, and will only be reduced by us as part of our review process when We are satisfied that the risk has been reduced to a satisfactory level.
7.1 In this Clause 7 the term 'Dispute' or 'Disputes' should be taken to mean any mechanism by which a Buyer may contest a purchase made from Tebex, including but not limited to: PayPal Disputes, Debit Card Chargebacks, "Section 75" protection and card scheme arbitration.
7.2 As all contracts for sales are made between the Buyer and Us, We are responsible for any Disputes made on Licensed Products
7.3 Notwithstanding clause 7.2 above, You acknowledge that some Disputes may be the result of a breach of this Agreement, or by an Action or Inaction by You, including but not limited to:
7.3.1 Your breach of any representation of warranty as outlined in Clause 4 above.
7.3.2 Where You (as Our provider) have contacted Our Buyer and directly or indirectly advised them to raise a Dispute
7.3.3 Where You have neglected to provide support as requested by Us in line with Clause 4.2 above.
7.3.4 Where You refuse to provide support to Us to resolve a Dispute as outlined in Clause 7.5 below.
7.3.5 Where You refuse to assist Us with the fulfilment of purchases where ssuch purchases were not automatically fulfilled by Us for any reason.
7.4 In the instance that We believe a Dispute is the result of a breach of this Agreement, or by an Action or Inaction by You as outlined in Clause 7.3, You agree to reimburse us the Trade Price of any items We have Sold to the Buyer, in addition to an administrative fee as outlined in Clause 6.7 above.
7.5 We may additionally ask for Your assistance in resolving a Dispute, particularly where information stored on Your servers (evidence of package delivery etc) would be beneficial in challenging said Dispute.
7.6 In situations where legitimate fraud, including but not limited to stolen cards, cloned cards and compromised payment methods is apparent, We may, at our sole discretion, opt to refund the payment before a dispute is adjudicated. Such situations will be classified as a refund rather than a dispute. In this situation, we will return the Digital Goods to You for a refund of the Trade Price, in line with Clause 4.7 above.
8. Additional Services and Plus Fee
8.1 As outlined above, we may choose to offer additional features and services alongside agreeing to purchase Digital Goods from You. Such features may be updated from time to time, and can be found by visiting the billing section in your Creator Portal.
8.2 As consideration for providing such services, we charge a monthly subscription fee (“Plus Fee”). The amount of this fee can be found by visiting the billing section in your Creator Portal
8.3 The Plus Fee is entirely optional, and we will continue to operate a Webstore from which to offer the Digital Goods we purchase from You to Buyers for the duration of Our Contract with You, regardless of payment of this fee.
8.4 You can only pay the Plus Fee using the payment methods listed on our site. Where your Plus Fee requires the payment of recurring monthly payments, we may require that you pay using a recurring payment method provided by third party payment providers such as PayPal. Details of such services are available on our site.
8.5 The Plus Fee (if applicable) is payable monthly in advance with the first payment being payable on the Start Date and each subsequent payment being payable on, or on the date immediately preceding (in cases where it is not possible to process your payment on the same date) the same date of each subsequent month during the Plan Period thereafter (the “Billing Date”). Your payment for the Plus Fee will be processed automatically on the Billing Date using the payment details that you provide to us from time to time and we will confirm to you by e-mail that this has happened.
8.6 Transactions made through our site will be in Pounds Sterling. If you wish to pay with any other currency, the exchange rate and any additional transaction charges will be controlled and applied by the issuing bank and not us. We will not be liable for any additional charges incurred in respect of this.
8.7 If you wish to cancel your access to these Additional Services, you may do so at any time by accessing the Creator Portal on our site or by sending us a written request by e-mail. We will aim to respond to any such request, and notify you by email that we have processed your requested cancellation, within 48 hours. Where you cancel your access to these Additional Services, your cancellation shall take effect from your next Billing Date but no refund shall be given in respect of any Plus Fee already paid by you prior to the date of cancellation.
9.1 If you wish to terminate your use of the Service, you may do so at any time by sending us a written request by e-mail. We will aim to respond to any such request, and notify you by email that we have processed your requested change or cancellation, within 48 hours.
9.1.1 where you cancel this Contract, your cancellation shall take effect from the date of our email confirmation. If you have any invoices due for payment (as defined in clause 5), we will arrange for these to be paid out to you.
9.2 We may terminate your use of the Service at our discretion for any reason. If we chose to terminate your use of the Service, we will notify you in writing by email. Except where we suspend or cancel your access as a consequence of your breach of these Terms (in which case no funds will be released) if you have any invoices due for payment (as defined in clause 5), we will arrange for these to be paid out to you.
9.3 In all instances of termination, we reserve the right to withhold funds for a period defined by us, but not more than 60 days, to mitigate the risk of any chargebacks that are received after termination.
10. Processing Buyer Data
10.1 This clause 10 sets out how you and we will process personal information of Our Buyers who purchase Digital Goods from us that was created by You.
10.2 In this clause 10:
10.2.1 “Controller”, “Data Subject”, “Personal Data”, “Processor” and “processing” shall have the respective meanings given to them in applicable Data Protection Laws from time to time (and related expressions, including “process”, “processing”, “processed” and “processes” shall be construed accordingly) and “international organisation” and “Personal Data Breach” shall have the respective meanings given to them in the GDPR;
10.2.2 “Data Protection Laws” means any applicable law relating to the processing, privacy and use of Personal Data, as binding on either party or the Services, including:
(a) the Directive 95/46/EC (Data Protection Directive) and/or Data Protection Act 1998 or the GDPR;
(b) any laws which implement any such laws;
(c) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; and
(d) all guidance, guidelines, codes of practice and codes of conduct issued by any relevant supervisory authority relating to such Data Protection Laws (in each case whether or not legally binding);
10.2.3 “GDPR” means the General Data Protection Regulation (EU) 2016/679;
10.2.4 “Protected Data” means Personal Data received from us or someone on our behalf in connection with the performance of your obligations under these Terms and/or the Contract;
10.2.5 “Sub-Processor” means any agent, subcontractor or other third party (excluding its employees) engaged by you for carrying out any processing activities on your behalf in respect of the Protected Data; and
10.2.6 “supervisory authority” means any regulator, authority or body responsible for administering Data Protection Laws.
Compliance with Data Protection Laws
10.3 The parties agree that we are a Controller and you are a Processor for the purposes of processing Protected Data pursuant to these Terms and/or the Contract. You shall, and shall ensure your Sub-Processors and each of your personnel shall, at all times comply with all Data Protection Laws in connection with the processing of Protected Data in connection with our relationship and shall not by any act or omission cause us (or any other person) to be in breach of any of the Data Protection Laws. Nothing in these Terms and/or the Contract relieves you of any responsibilities or liabilities you have under Data Protection Laws.
10.4 You shall indemnify us, and keep us indemnified, against:
10.4.1 all losses, claims, damages, liabilities, fines, interest, penalties, costs, charges, sanctions, expenses, compensation paid to Data Subjects (including compensation to protect goodwill and ex gratia payments), demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by you of your obligations under this clause 10; and
10.4.2 all amounts paid or payable by us to a third party which would not have been paid or payable if your breach of this clause 10 had not occurred.
10.5 You shall only process (and shall ensure your personnel only process) the Protected Data in accordance with Schedule 1, these Terms, the Contract and our written instructions from time to time except where otherwise required by applicable law (and in such a case shall inform us of that legal requirement before processing, unless applicable law prevents you doing so on important grounds of public interest). You shall immediately inform us if any instruction relating to the Protected Data infringes or may infringe any Data Protection Law. In relation to direct marketing, you shall ensure that any marketing emails directed at Data Subjects contain straightforward unsubscribe options.
10.6 You shall at all times implement and maintain appropriate technical and organisational measures to protect Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access. Such technical and organisational measures shall be at least equivalent to the technical and organisational measures set out in Part B of Schedule 1 and shall reflect the nature of the Protected Data.
Sub-processing and personnel
10.7 You shall:
10.7.1 not permit any processing of Protected Data by any agent, subcontractor or other third party (except your own employees that are subject to an enforceable obligation of confidence with regards to the Protected Data) without our prior specific written authorisation of that Sub-Processor and only then subject to such conditions as we may require;
10.7.2 ensure that access to Protected Data is limited to the authorised persons who need access to it to provide the described services;
10.7.3 prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract containing the same obligations as under this clause 10 that is enforceable by you and ensure each such Sub-Processor complies with all such obligations;
10.7.4 remain fully liable to us under these Terms and/or the Contract for all the acts and omissions of each Sub-Processor as if they were your own; and
10.7.5 ensure that all persons authorised by you or any Sub-Processor to process Protected Data are reliable and:
(a) adequately trained on compliance with this clause 10 as applicable to the processing;
(b) informed of the confidential nature of the Protected Data and that they must not disclose Protected Data;
(c) subject to a binding and enforceable written contractual obligation to keep the Protected Data confidential; and
(d) provide relevant details and a copy of each agreement with a Sub-Processor to us on request.
10.8 You shall (at your own cost and expense):
10.8.1 promptly provide such information and assistance (including by taking all appropriate technical and organisational measures) as we may require in relation to the fulfillment of our obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws); and
10.8.2 provide such information, co-operation and other assistance to us as we reasonably require (taking into account the nature of processing and the information available to you) to ensure compliance with our obligations under Data Protection Laws, including with respect to:
(a) security of processing;
(b) data protection impact assessments (as such term is defined in Data Protection Laws);
(c) prior consultation with a supervisory authority regarding high risk processing; and
(d) any remedial action and/or notifications to be taken in response to any Personal Data Breach and/or any complaint or request relating to either party’s obligations under Data Protection Laws relevant to these Terms and/or the Contract, including (subject in each case our prior written authorisation) regarding any notification of the Personal Data Breach to supervisory authorities and/or communication to any affected Data Subjects.
10.9 You shall (at no cost to us) record and refer all requests and communications received from Data Subjects or any supervisory authority to us which relate (or which may relate) to any Protected Data promptly (and in any event within 3 days of receipt) and shall not respond to any without our express written approval and strictly in accordance our instructions unless and to the extent required by law.
10.10 You shall not, in relation to any Protected Data processed in connection with our relationship, transfer Protected Data outside of the EU or to any international organisation (as defined in the GDPR) unless our prior written consent has been obtained and the following conditions are fulfilled:
10.10.1 either party has provided appropriate safeguards in relation to the transfer (whether in accordance with GDPR Article 46 or LED Article 37) as determined by us;
10.10.2 the Data Subject has enforceable rights and effective legal remedies;
10.10.3 you comply with your obligations under the Data Protection Laws by providing an adequate level of protection to any Protected Data that is transferred (or, if you are not so bound, use your best endeavors to assist us in meeting our obligations);
10.10.4 you comply with any reasonable instructions notified to you in advance by us with respect to the processing of the Protected Data; and
10.10.5 where data will be exported to any third country that does not have an adequacy decision, it will be done on the basis of Our Standard Contractual Clauses, available at https://www.tebex.io/legal/gdpr-ssc
10.11 You hereby acknowledge and accept that:
10.11.1 in providing Tebex, we use a server located in the United States; and
10.11.2 in providing the Service on partnered games listed below, we provide a limited set of data to the operator (publisher, studio) of that game.
Records and audit
10.12 You shall maintain complete, accurate and up to date written records of all categories of processing activities carried out on our behalf. Such records shall include all information necessary to demonstrate your compliance with this clause 10, the information referred to in Articles 30(1) and 30(2) of the GDPR and such other information as we may reasonably require from time to time. You shall make copies of such records available to us promptly.
10.13 You shall (and shall ensure all Sub-Processors shall) promptly make available to us (at your cost) such information as is reasonably required to demonstrate your compliance with obligations under this clause 10 and the Data Protection Laws, and allow for, permit and contribute to audits, including inspections, by us (or our auditor) for this purpose at our request from time to time. You shall provide (or procure) access to all relevant premises, systems, personnel and records during normal business hours for the purposes of each such audit or inspection upon reasonable prior notice (not being more than 2 Business Days) and provide and procure all further reasonable co-operation, access and assistance in relation to any such audit or inspection.
10.14 You shall promptly (and in any event within 24 hours):
10.14.1 notify us if you (or any of your Sub-Processors or personnel) suspects or becomes aware of any suspected, actual or threatened occurrence of any Personal Data Breach in respect of any Protected Data;
10.14.2 provide all information as we require to report the circumstances referred to in clause 10.14.1 to a supervisory authority and to notify affected Data Subjects under Data Protection Laws; and
10.14.3 make every effort to remove any Personal Data available to unauthorised parties, including but not limited to removing data from web pages, serving takedown notices and deleting records as appropriate.
10.15 You shall (and shall ensure that each of your Sub-Processors and personnel shall) without delay (and in any event within 3 days), at our written request, either securely delete or securely return all the Protected Data to us in such form as we reasonably request after the earlier of:
10.15.1 the end of the provision of the relevant Services related to processing of such Protected Data; or
10.15.2 once processing by the Supplier of any Protected Data is no longer required in providing support,
and securely delete existing copies (except to the extent that storage of any such data is required by applicable law and, if so, you shall inform us of any such requirement).
10.16 This clause 10 shall survive termination or expiry of the Contract for any reason.
10.17 You shall perform all your obligations under this clause 10 at no cost to us.
10.18 In the event of any failure to meet your obligations under this clause 10, or in the event of any such breach of these Terms, we may take action at our discretion to secure the data for which we as Data Controller are responsible. This may include (but is not limited to) removing your ability to access such data, revoking your processing instructions or terminating your Contract with no notice given.
Standard Contractual Clauses
11 Authority and applicable terms
11.1 To be eligible to apply to use the Service, you must (i) have full legal capacity to enter into a contract in your country of residence; and (ii) if you are an individual, be at least 18 years old; and you further represent and warrant to us that you have authority to bind any business on whose behalf you use our Service.
11.2 Where you do not meet the requirements set out in clause 11.1 above you will need to ask a person who does satisfy those requirements to enter into the Contract with us on your behalf.
11.3 These Terms and any document expressly referred to in them constitute the entire agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
11.4 You acknowledge that in applying to use the Service you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms, or any document expressly referred to in them.
11.5 You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms and/or the Contract.
12 How the contract is formed between you and us
12.1 If you wish to use the Service, you must apply for access, either through our site or in writing by email. Please take the time to read and check the details of the Service and associated costs at each stage of the registration process.
12.2 After apply to use the Service, you will receive a confirmation e-mail from us acknowledging that application has been accepted at which point you and we will have entered into a contractual commitment (the “Contract”).
13 Our right to vary these Terms
13.1 We may vary these Terms, and the Services that we offer in connection with the Service, from time to time by publishing updated Terms and/or updated Service descriptions on our site and/or by notifying you by e-mail. Please consider the section at the top of this page to see when these Terms were last updated.
13.2 If we revise these Terms as they apply to your use of the Service, and you do not agree to the changes, you may terminate your use of the Service in accordance with the clause 9 above.
14 Your account and use of the Service
14.1 As an authorised reseller of Your Digital Goods, We will provide the following platforms and tools, comprising our Service:
14.1.1 Adding you as a creator on our Creator Portal, which enables you to provide details of the Digital Goods You wish to offer to Us for sale, and upload Assets that we can use to promote the Digital Goods We purchase from You.
14.1.2 Establishing a Creator Account which allows you to view records of Digital Goods we have purchased from You, and further sales We to Buyers make to assist with providing support and to assist You in Improving Your Digital Goods in future.
14.2 You shall not upload any Digital Goods or Assets to the Creator Portal which are illegal, objectionable, misleading, false, defamatory, obscene, menacing, otherwise injurious, or which infringes the intellectual property rights, or any other rights, of any third party.
14.3 You shall not in whole or in part, copy, reproduce, publish, distribute, translate or modify the Service or any parts thereof without our prior written consent.
14.4 You shall not create any derivative work from, disassemble, decompile, reverse engineer or otherwise attempt to discover the source code contained in or pertaining to the Service or any parts thereof.
14.5 You shall not remove, obscure, or alter our copyright notices, trademarks or other proprietary rights or notices affixed to, contained within or accessed in conjunction with the Service or any parts thereof.
14.6 All Digital Goods that You create and offer to Us for sale for in-game use must comply fully with the terms of the Game in question.
14.7 You must treat your account details, including your username and password, as confidential, and not disclose them to any third party other than those approved users who have access to your ‘Team Account’, or those employees or members of your business who have your authority to access the Creator Portal on your behalf.
14.8 If you know or suspect that anyone other than a third party you have specifically authorised knows your user identification code or password, you must promptly notify us at firstname.lastname@example.org. We shall not be liable to you or any third party for any loss or damage which may arise as a result of any failure by you to keep your password or account confidential.
14.9 Our site and Tebex may only be used for lawful purposes. You are prohibited from violating or attempting to violate the security of our site or Tebex or using it to obtain products or services not properly ordered and fully paid for.
14.10 You may not interrupt or attempt to interrupt the operation of our site or Tebex in any way or send unsolicited email messages (“Spam”) to, or through, our site or Tebex, or otherwise harass the site owner, provider, or other users.
14.11 You may not use the Service as a Creator until you have accepted without change these Terms and agreed to comply with the obligations, warranties and responsibilities contained therein.
14.12 You will not abuse or make any defamatory remarks about any person (whether a Creator, member of Tebex staff, Buyer or otherwise).
14.13 You will not send, list, distribute or use any material that contains viruses, malicious code, commercial solicitation, adwares, chain letters, mass mailings or any spam.
14.14 You will not transfer your account to another party without our prior written consent.
14.15 You will not create your own database that features substantial parts of the Service without our prior written consent.
14.16 You will not use Buyer e-mail addresses or any other provided to you to facilitate providing support to send marketing e-mails or other similar materials directly to Buyers unless this is done in accordance with applicable data protection legislation.
15 Our provision of the Services
15.1 We will make reasonable efforts to keep the Service operational at all times. Technical difficulties may result in temporary interruptions to the Service.
15.2 No interruptions to the Service shall entitle you to a refund of any payment already made by you or any compensation for revenue lost.
15.3 We are under no obligation to provide any content for the Services and reserve the right to upload, remove, vary or otherwise deal with any content provided on our site from time to time.
16 Licence and intellectual property
16.1 All intellectual property rights, and all other rights including goodwill, whether now known or created in the future, in our site, the Services and the content we provide to you is our property and shall vest in us.
16.2 We grant you a limited, non-exclusive, revocable licence to use, view, access, download, or print content provided through the Services for use by you for the sole purpose of providing Digital Goods and Assets to Us, and to review Sales Reports and associated information for the duration of Our Contract. When you use, transmit, download or print any content, you must ensure that all copyright, trade mark and other proprietary notices comprised within that content are retained.
16.3 You shall not assign or sub-licence your rights under the Licence.
16.4 Where we provide you with access to open source software, you shall comply with the applicable terms in relation to such software.
16.5 Your Licence does not permit you to:
16.5.1 copy, adapt, reverse engineer, decompile or disassemble any of our source code;
16.5.2 copy, adapt or modify any of our trade marks;
16.5.3 use any of our trade marks other than as provided to you as part of the Services, or authorise or assist anyone else to do so without our express prior written consent.
17.1 Nothing in these Terms limits or excludes our liability for:
17.1.1 death or personal injury caused by our negligence; or
17.1.2 fraud or fraudulent misrepresentation; or
17.1.3 any other loss or liability which may not be excluded or limited by law.
17.2 Subject to clause 17.1, we will under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise howsoever arising for:
17.2.1 any loss of profits, sales, business, or revenue;
17.2.2 loss or corruption of data, information or software;
17.2.3 loss of business opportunity;
17.2.4 loss of anticipated savings;
17.2.5 loss of goodwill; or
17.2.6 any indirect or consequential loss.
17.3 Subject to clause 17.1, our total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise howsoever arising, shall in no circumstances exceed five hunded pounds.
17.4 You shall remain solely responsible for compliance with your own legal duties and obligations, including (but without limitation) in respect of the Digital Goods and Assets You provide to Us. Subject to clause 17.1, we shall not be liable to you for any loss or liability arising out of any failure by You to comply with any such terms or legal duties.
17.5 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the content provided through the Services is suitable for your purposes.
18.1 You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with:
18.1.1 your breach or negligent performance or non-performance of any of these Terms;
18.1.2 any claim made against us for the actual or alleged infringement of any third party intellectual property rights arising out of or in connection with: your use of the Services; any Assets provided by You to Us; and
18.1.3 any claim made against us by any third party arising out of or in connection with the Digital Goods You have sold to Us.
19 Communications between us
19.1 When we say "in writing", this includes e-mail.
19.2 Any notice or other communication given by you to us, or by us to you, under or in connection with these Terms needs to be in writing and can be delivered personally, sent by registered post or airmail, or sent by email. We will contact you at the address or e-mail address you provide when registering.
19.3 Where you are sending us a notice or communication, please deliver this to us personally at, or send it by registered post or airmail to:
Levy Cohen & Co
37 Broadhurst Gardens
or send it by e-mail to email@example.com.
19.4 A notice or other communication will be assumed to be received:
19.4.1 if it was delivered personally, on the date it was left at our address above;
19.4.2 if it was sent by registered post or airmail at 9.00 am on the fifth working day after it was posted; or
19.4.3 if it was sent by e-mail, one working day after it was sent.
19.5 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
19.6 This section will not apply to any documents or proceedings served on us in any legal action.
20 Confidential information
20.1 Any non-personal information or material, except for financial information, sent to us will be deemed NOT to be confidential. By sending us any non-personal information or material, you give us an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute those materials or information, and you also agree that we are free to use any ideas, concepts, know-how or techniques that you send us for any purpose. However, we will not release your name or otherwise publicise the fact that you submitted materials or other information to us unless:
20.1.1 you give us permission to do so;
20.1.2 we first notify you that the materials or other information you submit to a particular part of our site will be published or otherwise used with your name on it; or
20.1.3 we are required to do so by law.
21 Other important terms
21.1 We may transfer our rights and obligations under our Contract with you to another organisation, but this will not affect your rights or our obligations under these Terms.
21.2 You may only transfer your rights or your obligations under our Contract with you if to another person if we agree in writing.
21.3 This Contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
21.4 Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.
21.5 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
21.6 Any Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
21.7 We both agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).
Schedule 1 – Data Protection
Part A: Data Processing details
Processing of the Protected Data by you under these Terms and/or the Contract shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in this Part A.
1. Subject-matter of Processing:
The processing of Protected Data through providing support
2. Duration of the Processing:
The lifetime of the Contract (although we may withdraw access to some data after a reasonable period has passed where it is unlikely to be needed to serve the above purposes)
3. Nature and purpose of the Processing:
Offer support previously defined in this agreement
Provide information required to defend against fraudulent activity
Provide assistance with the fulfilment of purchases where not otherwise automatically fulfilled by Us for any reason.
Send marketing information to Our Buyers via email only who have explicitly opted in to having such information sent to them
4. Type of Personal Data:
5. Categories of Data Subjects:
Buyers who have made a purchase of Digital Goods originally created by You from Us.
Part B: Technical and organisational security measures
You shall implement and maintain the following technical and organisational security measures to protect the Protected Data:
In accordance with the Data Protection Laws, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the Protected Data to be carried out under or in connection with these Terms and/or the Contract, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Protected Data transmitted, stored or otherwise processed, you shall implement appropriate technical and organisational security measures appropriate to the risk, including as appropriate those matters mentioned in Articles 32(a) to 32(d) (inclusive) of the GDPR.