Creator Terms

Separator

These Creator Program Terms (the “Terms“) constitute a legally binding agreement between Azra Games Inc., (“Azra“, “we“, “us“), and participating creators (“Creator” or “you“).

As a Creator, you may create content (“Content”) on designated mediums, including social media platforms, websites, and other digital environments (“Platforms“). The Creator Program (“Program”) is designed to incentivize and reward Creators for driving engagement and facilitating purchases within the Azra ecosystem.

1. Overview

These Terms govern your participation in the Program. When you accept these Terms and/or submit an application to join the Program (“Application”), you agree to be bound by these Terms. Program acceptance shall only come via email notification from us to you. The date on which you receive the approval email from Azra shall be considered the effective date of these Terms between you and Azra.

Accessing and playing “Ungodly” (“Game”) is subject to separate terms (“Game EULA”), which are distinct from these Terms and require your independent review and acceptance. Your Application and participation in the Program are also governed by Azra’s Privacy Policy and other relevant policies, which are incorporated herein by reference and may be updated from time to time (collectively with the Game EULA the “Azra Terms”).

BY APPLYING OR PARTICIPATING IN THE PROGRAM, YOU REPRESENT AND WARRANT THAT YOU MEET THE REQUIREMENTS SET FORTH IN THESE CREATOR PROGRAM TERMS AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT APPLY OR PARTICIPATE IN THE PROGRAM.

2. Eligibility

Azra reserves the exclusive right to establish and modify the acceptance criteria for the Program Application at its sole discretion. While the acceptance criteria may be made publicly available, Azra retains the authority to deviate from or update these criteria as it sees fit, without prior notice. Furthermore, Azra reserves the right to accept or decline any Application for the Program without providing explanations or justifications for its decisions.

In addition to agreeing to these Terms, submitting an Application, and meeting the criteria communicated by Azra, you must also fulfill the following requirements to participate in the Program: (i) you represent and warrant that; and (ii) you represent and warrant that your Content shall be original, free of infringement, and plagiarism, and without copying or mimicking other content creators. You shall at all times during the term, possess appropriate legal title to your Content and maintain appropriate permissions, including in relation to any content or intellectual property that you used to create your Content.

Additionally, if you are a content creator on relevant Platforms, including YouTube, Twitch, or TikTok, you must: (a) Comply with the terms and conditions of any relevant Platform; and (b) acquire your subscribers through legitimate means, without engaging in artificial follower acquisition mechanics.

3. Prohibited Content and Behavior

Not all Content you may create will be eligible to participate in a Program. Specifically, your Content shall not:

a) Contain any false, misleading, or deceptive information, including but not limited to fraud, scams, or misrepresentations.

b) Constitute or promote spam, unsolicited commercial communications, or other forms of unwanted or abusive content.

c) Include hate speech, discrimination, or content that promotes violence, intolerance, or prejudice against any individual or group based on characteristics such as race, ethnicity, color, religion, nationality, sex, gender identity, sexual orientation, age, or disability.

d) Contain any threats of violence, unlawful harassment, or other content that reasonably appears intended to intimidate, abuse, or harm any individual or group.

e) Portray Azra, its partners, affiliates, or the Game in a negative, false, misleading, or defamatory manner.

f) Impersonate any person or entity, or falsely state or misrepresent your affiliation with a person or entity.

g) Promote or encourage the commission of any illegal or unlawful activities.

h) Infringe upon any registered and/or unregistered copyright, design rights, rights in computer software, database rights, patents and any rights to inventions, know-how, trade and business names and domain names, trade dress, trade secrets, logos and devices, trade and service marks and all rights in confidential information, and all other intellectual property rights anywhere in the world, in each case whether registered or unregistered and including all rights to apply for and be granted, renewals and extensions of, and rights to claim priority from, such rights (Intellectual Property Rights), privacy, or other rights of any third party.

i) Disclose or facilitate the unauthorized access, use, or dissemination of any personal data or sensitive information. This includes but is not limited to, sharing private information without consent, exposing confidential data, or any actions that could compromise the privacy and security of individuals.

j) Contain any Content that is obscene, vulgar, or sexually explicit, unless such Content is permitted in the jurisdictions it is made available in, provided with the appropriate age-related and sensitive content warnings, and is appropriate for the Program considering the intended audience.

k) Violate any applicable laws, regulations, or the terms and conditions of any relevant platform or service.

Azra reserves the right and full discretion to determine whether your Content complies with the above requirements or any other laws and regulations, including, but not limited to those pertaining to advertising, consumer protection, and regulated industries.

If your Content ceases, at any point, to comply with these Terms or the applicable laws, you must immediately remove such Content. However, removing or deleting Content that violates these Terms will not remedy the breach. Publishing prohibited Content, even if it is later removed or deleted, may still result in the termination or suspension of your Program Account and termination of the Terms by Azra.

As a Creator participating in the Program, both you and your Content must adhere to all applicable legal and regulatory disclosure requirements in all jurisdictions where the Content is made available. This includes, but is not limited to, endorsement disclosures as required under relevant laws and regulations. When creating Content to promote Games or any content distributed by Azra on the Platforms, you must explicitly disclose your relationship with Azra. This includes clarifying that you are bound by Creator Terms with Azra and may receive consideration for your promotional activities. Such transparency is crucial to ensure that your audience is fully aware of the potential benefits you receive from promoting Azra’s Games and content. Azra reserves the right and full discretion to determine whether your Content complies with requirements of these Terms or any other laws and regulations, including, but not limited to those pertaining to advertising, consumer protection, and regulated industries. Additionally, Azra may set at any time and in its sole discretion, the substance requirements for the Content, including, but not limited to the theme, and Platforms where the Content can be published.

4. Confidentiality.

The parties agree that any information arising from the execution of the Terms, including but not limited to any special content shared by Azra with the Creator, any feedback or other information provided, and the specific terms of any consideration paid, as well as any communications, interactions, and discussions between the Creator and Azra, its partners, and affiliates, shall be considered confidential. Such information shall not be disclosed to any third party without the prior written consent of Azra, except as required by law or regulation. The Creator acknowledges that a breach of this confidentiality provision may result in termination of their participation in the Program and/or other legal remedies available to Azra. The confidentiality obligations set forth herein shall survive the termination or expiration of this agreement. Azra shall be free to use any feedback provided by Creator for any purpose.

  1. Representations and Warranties

By participating in the Program and agreeing to these Terms, you represent and warrant to Azra that: (i) you are at least 18 years of age or older; (ii) the content you publish or use, along with Azra’s exercise of the rights granted under these Terms, does not and will not infringe on or violate any copyrights, trademarks, trade names, design rights, contract rights, rights of publicity or privacy, or any other rights of any person, nor will it defame anyone; (iii) he publication or other use by Azra or Azra’s partners of Content created by you under these Terms will not create any obligation for Azra or Azra’s partners to pay you or any third party any fees, royalties, or other payments; (iv) you have the legal capacity to enter into these Terms and to grant the rights specified without infringing on the rights of any third party; (v) your Content is free from any pending or threatened litigation; (vi) your Content is non-confidential by nature; (vii) you have not made, and will not make, any agreements or commitments with third parties that could conflict with or interfere with your obligations under these Terms or Azra’s rights granted herein; (viii) you will comply, at your own expense, with all applicable laws, regulations, and rules, including FTC disclosure requirements for endorsements and testimonials; (ix) neither you nor your country of residence is subject to export controls, embargoes, sanctions, or similar restrictions that would prevent your participation in the Program, including those imposed by the United States or the European Union; and (x) all information you provide in connection with your participation in the Program is accurate, complete, and not misleading.

  1. Grant of rights

Subject to your adherence at all times to these Terms, Azra grants you a limited, terminable, non-sublicensable, license to use Azara’s approved trademarks and Game footage solely as included in any Content. All other rights in and to Azra’s marks, the Game and all related intellectual property is hereby reserved by Azra.

Azra may feature or promote your Content in connection with your participation in the Program. For any Content you create that includes Game footage, Azra trademarks, content provided by Azra, or is otherwise related to Azra, you grant, at no additional cost, Azra, its affiliates, licensees, successors, assigns, and agents (collectively, the “Permitted Parties”) the irrevocable right and license to use, modify, and make adjustments to your Content as Azra and Permitted Parties deems necessary for advertising, promoting, or enhancing the Games,  the Program or Azra. Azra also reserves the right, but not the obligation, to use your Content to inform or inspire new features, elements, or other enhancements for the Game. You waive any claims related to invasion of privacy, right of publicity, or other similar claims arising from Azra’s use of your name, likeness, or Content.

Even if you later withdraw from or are removed from the Program, Azra is not obligated to remove or delete social media posts, archived website content, or promotional materials that feature the Content you created while participating in the Program. You acknowledge that such Content may also remain available on third-party websites, platforms, or services, and that Azra has no responsibility to ensure its removal from those platforms. Additionally, Azra reserves the right to demand the immediate removal or deletion of any Content that features Azra Games, trademarks, or content provided by Azra, after you cease to participate in the Program.

7. Consideration

As your sole consideration for the Content, Azra may grant you in Game currency. In Game currency is subject to the Game EULA. Azra, in its discretion, may also promote your Content.

8. Term and Termination

These Terms will remain in effect until terminated by either party as agreed upon herein. The present existence of this Program does not impose a guarantee or any obligation upon Azra, Azra’s assignees, affiliates, or partners to continue the Program in the future, nor does it guarantee that you will receive any future consideration.

Azra reserves the right to terminate these Terms at any time by providing you with at least 24 hours’ notice. In the event of any violation of the requirements, warranties, or obligations outlined in these Terms, Azra may immediately suspend any consideration grants and participation in the Program, resulting in the immediate termination of these Terms.

You may terminate these Terms at any time by providing Azra with at least 15 days’ notice.

9. General provisions

9.1. Parties Relationships. These Terms establish a non-exclusive agreement between Azra and you as independent parties. Nothing in these Terms creates an employment, partnership, or corporate relationship, or a relationship with any third party except as between you and Azra. You are responsible for obtaining and maintaining your own equipment and supplies used for content creation. All activities related to the Program are undertaken at your own risk, and you will not be eligible for workers’ compensation, insurance coverage, or any benefits provided to Azra’s employees.

9.2. Assignment. You may not assign, transfer, or delegate your rights or responsibilities under these Terms to other persons or entities. Any attempt to do so will be considered invalid and will entitle Azra to terminate these Terms. Azra may assign, transfer, or delegate any portion of its rights or responsibilities under these Terms at any time.

9.3. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AZRA DISCLAIMS ALL LIABILITY FOR CONTENT, INCLUDING ANY LOSS OR DAMAGES ASSOCIATED WITH SUCH CONTENT. THE CONTENT IS THE SOLE RESPONSIBILITY OF THE CREATOR WHO MADE IT AVAILABLE. UNDER NO CIRCUMSTANCES WILL AZRA OR ITS AFFILIATES, EMPLOYEES, AGENTS, OR REPRESENTATIVES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.4. Indemnification. You agree to indemnify, defend and hold Azra, its affiliates, and each of the foregoing’s respective directors, officers, employees, agents, successors, and assigns (“Azra Parties”) from and against any and all third party claims, loss, liability, injury, property damage, costs or damages arising from actual or threatened claims or causes of action for (a) your alleged or actual breach of these Terms or (b) your gross negligence or willful misconduct. In addition, you agree to defend, indemnify, and hold the Azra Parties harmless from and against any and all third-party claims, damages, liabilities, costs, and expenses (including, without limitation, reasonable outside attorneys’ fees) arising from the Content, including such concerning Intellectual Property Rights. This provision shall survive the expiration or termination of these Terms.

9.5. Insurance. You acknowledge that Azra does not provide any insurance coverage for you or your heirs regarding your obligations under these Terms. You are engaging in these Terms at your own risk, and you are solely responsible for obtaining and maintaining any insurance necessary to cover your activities, including property, liability, or employment-related insurance.

9.6. Applicable Law and Dispute Resolution. These Terms and any disputes arising from them are governed by the laws of California, United States. Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in California, before one arbitrator. You agree that any arbitration shall be conducted in your individual capacities only and not as a class action or other representative action, and you expressly waive the right to file a class action or seek relief on a class basis.

9.7. Consent to Electronic Transactions: Creator consents to conduct this transaction electronically and agrees that electronic submission constitutes the Creator’s signature and offer to enter into the Agreement on its terms as if signed by the Creator in writing.

9.8. Severability. If any provision of these Terms is or becomes or is deemed invalid, illegal, or unenforceable under the applicable laws or regulations of any jurisdiction, either such provision shall 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 these Terms shall remain in full force and effect.