RR&D Community Store Terms & conditions

What is this page?

This is the full text of our Community Store agreement, which we will ask you to agree to if you want us to sell your digital products on our website or through our crowdfunding campaigns. You can submit your work to us for consideration through this form.

Summary

What you’re agreeing to, in plain language

This section is a short summary of the main things you’re agreeing to, and the information you need to give us.

Reading the agreement

The agreement is split into three pieces: the Submission Form, the Commercial Summary, and the Terms of Service.
The Submission Form is the way we collect all the information we need from you: things like your address, name, and information about the product you’re submitting to us.
The Commercial Summary explains what happens if your product is accepted: what you are letting us do with your work, and what we will do in return.
The Terms of Service explain the rules of our Community Store and the content you’re submitting to it, as well as the things you are promising to do, the things we are promising to do, and what each of us is entitled to.

Submission Form

We will ask you for your name, address, company name or trading name if you have one, and information about your digital product.
Our form assumes you’re submitting a single digital file – if you want to submit several, or if you want to submit something else, drop us a line to admin@rowanrookanddecard.com to discuss it.

Commercial Summary

The agreement to let us sell your digital product lasts for 12 months, and will continue each year unless you or we decide to end the agreement.
You agree to let us sell your digital product to customers anywhere in the world.
We will pay you 85% of what we receive from sales of your digital product through our store.
We will take off taxes and some other costs, such as payment processing costs and customer chargebacks, before we work out the percentage that we owe you.
We will send you a statement every 3 months which shows what we have sold and what we owe you. If we owe you more than £100, we will pay it to you. If we owe you less than that, we’ll roll it over till the next time we send you a statement. If you want us to pay out at a lower threshold, you can email us at admin@rowanrookanddecard.com and we will pay what we owe you.

Your Content

You offer to license us your product in digital form, so that we can sell it on our website, in a section we call the Community Store.
We might also agree to sell your digital product through our crowdfunding campaigns or in pledge managers, which are a time-limited way that our customers can sometimes buy products.
We don’t have to sell your digital product: by sending us this form, you’re asking us to sell it, and we will look at what you’re sending us first before we agree.
We will tell you by email if we do agree to sell your digital product.
You still own your digital product and you keep all rights to it, except the ones we need in order to sell it.
You must make sure your digital product is legal in every country.
You must make sure your digital product doesn’t include harmful, offensive or defamatory things. There is a full list of all the guidelines in the full agreement.
If we agree to sell your digital product, we can still decide to stop selling it if it goes against our guidelines or if we receive customer complaints.
Once your digital product is sold, we’re not responsible for what the customer decides to do with it.

IP, Confidentiality and Data Protection

You must own all intellectual property rights to your digital product – that means, you must have written it yourself or have properly commissioned writers, artists, graphic designers and so on.
You are letting us use your name and trademarks (like the name of the book) for marketing purposes.
We will not copy your work, and you agree that if we happen to publish something similar, it doesn’t mean we’ve copied your work.
If we tell you any confidential information, you agree to keep it confidential.
We need to keep your personal data on file in order to pay you and to keep records. We have a separate privacy and data protection policy which you can read at https://rowanrookanddecard.com/privacy/ – we will apply that policy to your data.

Ending the agreement

You can end this agreement by telling us in writing, and by giving us a notice period of 30 days. We can do the same.
If you breach this agreement then you agree to indemnify (compensate) us for this.
Our total liability is limited to £100 or the total creator share paid in the last 12 months.

This is a summary of the key features and terms of the actual Commercial Summary and the Terms of Service.

This summary is not a legal agreement and does not form part of the agreement between you and us. You should carefully read and understand the provisions of the actual Commercial Summary and Terms of Service before agreeing to be bound by them. If you have any questions, please email admin@rowanrookanddecard.com before you submit your content.

Commercial Summary

Term

12 months from the Effective Date and thereafter to continue on an annual rolling basis until terminated in accordance with the Terms

Territory

Worldwide

Creator Share

85% of Net Receipts

“Net Receipts” means the total sums actually received by RRD during the Term from customers for sales by RRD of the Content through the Community Store and/or any Crowdfunding Campaign in cleared non-refundable or repayable funds (the “Gross Receipts”) LESS:

relevant taxes and tariffs such as VAT tax, withholding taxes and any other taxes and customs duties;
where applicable all payments to or deductions by third parties in connection with the sale, distribution and otherwise making available of the Content;
any and all documented internal and third party costs incurred by RRD in relation to the marketing, promotion and advertising of the Content;
any and all payment system provider fees and charges; and
any and all refunds, repayments, chargebacks and customer credits and any fees, charges and costs incurred by RRD in connection with respect thereto.

Payment Details

All payments by RRD to Creator shall be made by electronic bank transfer or Paypal to the Creator’s account (the “Creator Account”).

Minimum Payment

In the event that the payment due to Creator is less than £100, RRD shall be entitled to retain such sums until the total payment due to Creator exceeds such amount. The Creator may request payment in full.

Currency

Pounds sterling

Detail:

The agreement between you (“Creator” or “you”) and us (“we”, “us” and “RRD”, being Rowan, Rook and Decard Ltd of Quarry View 6 Long Lane, Stannington, Sheffield, United Kingdom, S6 6EE, with company number 10679301) is comprised of the key commercial terms above (the “Submission Form”) and the legal terms and conditions in the attached Terms of Service (“Terms”). Together the Submission Form and the Terms form the agreement between us (the “Agreement”).
Save with respect to the Limited Access Contract (as defined in the Terms), the “Effective Date” of the Agreement is the date on which RRD notifies you in writing of its acceptance of this offer.
Under this Agreement, by submitting the Submission Form you are offering to license your rights in the Content to RRD for RRD to sell, at its discretion, such Content to customers through its Community Store. The “Content” means the Product identified by the Creator in the Submission Form and all content in connection with the Product as developed by Creator and provided to RRD during or prior to the Term, including by way of example instructions or character sheets for in connection with the Product.
We shall notify you if we approve or reject your Content for sale on the Community Store (and potentially also through Crowdfunding Campaigns, which are defined in the Terms below). Even if we approve your Content, we shall have the right but not the obligation to sell such Content.
Save as expressly provided in this Agreement, you retain all right and interest in and to your Product(s). All title, and all rights not expressly granted in this Agreement are reserved by each of the parties.

IMPORTANT SIGNING INFORMATION:

Offer: You understand that checking the box to agree to be bound by the terms and conditions of this Agreement constitutes an offer by you to enter into the Agreement and indicates your intention to enter into the Agreement in its entirety.
Authority: You represent, warrant and undertake that you have full legal authority to enter into and perform this Agreement on its terms.
Accuracy of Information: You represent, warrant and undertake that all information you have provided in connection with this Agreement is true, accurate, and complete, and if it is not then this will constitute a terminable breach of the Agreement.
Consent to Electronic Transactions: You consent to conduct this transaction electronically and agree that electronic submission constitutes your signature and offer to enter into the Agreement on its terms as if actually signed by you in writing.
Entry into Force: You understand that the full terms and conditions of this Agreement will not come into force unless and until RRD notifies you in writing of its acceptance of this offer. Until such time, you are bound by the terms and conditions in accordance with the Limited Access Contract as set out in the Terms.

Terms of Service

IMPORTANT NOTICE:

The following Terms apply to and govern your use of the Community Store and your submission of Content and offer to sell the Product. These Terms are in addition to the Submission Form, which these Terms are linked to and which may include definitions that are used within these Terms.

PLEASE READ THESE TERMS CAREFULLY BEFORE AGREEING AND SUBMITTING YOUR CONTENT, AS THESE TERMS EXPLAIN THE BASIS ON WHICH THE COMMUNITY STORE IS MADE AVAILABLE TO YOU, AND ON WHICH RRD OBTAINS THE RIGHTS TO YOUR CONTENT FOR SALE TO CUSTOMERS, AND WHAT YOUR RIGHTS AND OBLIGATIONS ARE.

Your right to submit Content for sale through the Community Store is granted when we have completed our onboarding process and notified you of our acceptance of your offer to enter into the Agreement, at which point a contract will come into existence between you and us in accordance with these Terms (the “Full Access Contract”).

Until entry into force of the Full Access Contract, it is agreed that clauses 1.3, 1.4, 3, 8, 9, 11 to 14 shall be binding on you and us immediately upon your submission to us of the Submission Form (the “Limited Access Contract”). BY SUBMITTING YOUR SUBMISSION FORM TO US, PRIOR TO ENTRY INTO FORCE OF THE FULL ACCESS CONTRACT, YOU ARE AGREEING TO BE BOUND BY AND BECOME PARTY TO THE TERMS OF THE LIMITED ACCESS CONTRACT.

The “Community Store” means the RRD webstore as operated by or for RRD through which the Content and other third party products and content is made available for purchase to customers.

OBLIGATIONS
1. Subject to your compliance with this Agreement, we are responsible for:
  1. the provision, development and maintenance of the Community Store, subject without limitation to clauses 5.4 and 10; and
  2. at our option, the sale of the Content to customers of the Community Store and/or any Crowdfunding Campaign.
2. We may market, advertise and promote the Community Store and Content to potential customers and take steps to increase traffic to the Community Store or any part of it, but are under no obligation to do so.
3. You agree that you shall:
  1. provide the Content to us in accordance with the Content Guidelines (defined below);
  2. provide us with all reasonably necessary cooperation and assistance in relation to this Agreement and all necessary access to such information, content and materials as may be required by us in order for us to perform our obligations under this Agreement and Distribute the Content to customers, including without limitation providing us with all necessary access to the Content in a timely manner;
  3. ensure that your activities under or in connection with this Agreement, and any Content, comply with all applicable laws, rules, regulations and codes (including without limitation those imposed by any advertising authority in your relevant jurisdiction) (“Applicable Law”);
  4. comply with such policies and guidelines as we may make available to you from time;
  5. immediately cease any marketing and advertising efforts in connection with the Community Store if requested by us or any regulator;
  6. carry out any other Creator responsibilities set out in this Agreement in a timely and efficient manner (and we shall not be liable for any failure or delay in the performance of your obligations under this Agreement where such failure or delay is caused by you).
4. You agree that you shall not:
  1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Community Store in any form or media or by any means;
  2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Community Store;
  3. introduce, or permit the introduction of, any virus or vulnerability into the Community Store or RRD’s network and information systems; or
  4. modify any of the Community Store or combine or incorporate any of our Intellectual Property Rights in any other program or system.
GRANT OF RIGHTS
1. In consideration for the mutual rights, covenants and obligations contained in this Agreement, you grant to us the non-exclusive, sub-licensable right and license to reproduce, copy, reformat (for example to adapt to all supported formats and reframe), sub-license, distribute, provide access to, publish, display, perform, sell, transmit, supply, use, market, advertise, promote and otherwise commercialise the Content (“Distribute”), on the Community Store and/or through any Crowdfunding Campaign for the Term in the Territory and to use the Intellectual Property Rights therein as we reasonably require for such purposes. Both parties acknowledge that where this Agreement describes Content as offered “for sale” or that Content is “purchased,” what is meant is that we, through the Community Store or a Crowdfunding Campaign, may offer a licence to customers to the Content being offered for sale.
2. RRD and Creator may publicly refer to use of the Content in connection with the Community Store, provided that you shall not publicly release any press release about us without our prior written approval. As such, you also grant us the non-exclusive, sub-licensable right to use your name and any of your trademarks provided by you to us for use in connection with the Distribution of the Content and the marketing, advertising and promotion of the Community Store and our collaboration with you pursuant to this Agreement.
3. As between you and us all Intellectual Property Rights in the Content and any materials or branding provided by you to us shall belong to and vest in you, save in respect of any materials or branding provided by us.
4. We grant you a non-exclusive, non-sublicensable right and licence to use the Community Store and any Intellectual Property Rights therein (which for the avoidance of doubt excludes the RRD Projects) for the purposes of submitting your Content and assisting us in selling the Content to customers for the Term in the Territory, subject to the limitations set out in this Agreement.
5. The rights granted to the Creator under clause 2.4 are granted to the Creator only and shall not be considered granted to any subsidiary or holding company of the Creator.
CONTENT GUIDELINES AND CUSTOMER SUPPORT
1. In submitting your offer to enter into this Agreement you are offering to sell to us your rights in the Content in consideration for the mutual rights, covenants and obligations contained in this Agreement. We shall have the right but not the obligation to Distribute such Content.
2. You warrant, represent and undertake to us that:
  1. you own or control all rights in and to any and all such Content that you submit or otherwise make available to us in accordance with these Terms;
  2. the Content is in a form that is suitable to be uploaded to or otherwise made available on the Community Store and is not ‘corrupted’ or otherwise incompatible or generally inaccessible to customers;
  3. you have the right to grant us the license to such Content in clause 2.1; and
  4. the Content will comply with these Terms, including without limitation the Content Guidelines.
3. You further warrant, represent and undertake to us that none of the Content:
  1. is offensive, harmful, abusive, seditious, pornographic, homophobic, transphobic, defamatory, libellous, hateful, discriminatory, obscene, inflammatory or racist;
  2. promotes acts of terrorism, gratuitous violence, self-harm, the organization of hate groups or single events of mass killings;
  3. is illegal or unlawful, malicious, misleading or which in our sole discretion we feel might call us or our Community Store into disrepute;
  4. infringes or is likely to infringe the Intellectual Property Rights, contractual, confidentiality or other rights of us (including Intellectual Property Rights in our announced or unannounced projects) or any third party anywhere in the world or facilitates or encourages such infringement;
  5. constitutes or promotes any illegal or unlawful activity or any activity which otherwise results in a breach of Applicable Laws;
  6. constitutes or promotes any betting, gambling or lottery activity;
  7. contains any restricted material, including but not limited to passwords, medical information, personal details (including without limitation photos or videos) or confidential information of any person; or
  8. solicits, invites, encourages, advocates, incites or provokes any or all of the foregoing or otherwise does not comply with the spirit as well as the letter of the preceding terms,

together the “Content Guidelines”.

You agree that we are not liable to you for the acts of any third parties with respect to your Content once such has been Distributed.
All customer support with respect to the Community Store or purchase of Content on the Community Store shall be handled initially by us and we shall use reasonable endeavours to provide satisfactory customer support, without recourse to you. We are not responsible for any support with respect to the Content itself or customers’ use of it.
You agree to work with us to resolve any customer support issue with respect to your Content that cannot be resolved by us pursuant to clause 3.5.

CONTENT MANAGEMENT AND REMOVAL
1. In the event that: (i) you are responsible, in whole or in part, for the Content being unavailable; (ii) your Content in any way breaches the Content Guidelines or otherwise contains any prohibited content, as determined by us in our sole discretion; and/or (iii) we are in receipt of a third party complaint or takedown request and require the removal of relevant Content, we may remove your Content from our Community Store with immediate effect and you shall be solely responsible for all refunds and associated costs owed to users of the Community Store that have purchased such Content.
2. You acknowledge and agree that we have sole discretion to (i) decide whether or not to upload your Content for Distribution on the Community Store; and (ii) remove (whether temporarily or permanently) the Content from the Community Store for any reason, including without limitation where the Content does not satisfy the Content Guidelines.
3. You acknowledge and agree that we may (but have no obligation to) check the Content for technical compliance and compatibility, and it is your responsibility to ensure that the Content meets all specifications required for upload and Distribution on the Community Store. In the event that the Content is ‘corrupted’ or otherwise incompatible or inaccessible to customers, upon notification you shall use your best efforts to immediately correct or otherwise amend the Content so that it is accessible to customers.
4. While we may in our sole discretion provide guidance with respect to, and/or approval of, any Content, you shall remain solely responsible for ensuring that any Content that you submit complies with all Applicable Laws and Content Guidelines.
PAYMENTS TO CREATOR AND PRICES
1. We may consult in good faith with you regarding the price at which we sell the Content prior to selling it, provided that such price shall be finally determined by us in our sole discretion.
2. You will be entitled to the Creator Share as set out in the Submission Form. On a quarterly basis we will provide you with a statement which contains such information as we reasonably consider appropriate for you to ascertain the sums due to you.
3. No Creator Share or other payment shall be due to you in respect of any use of the Content for promotional purposes by us, our agents, distributors or licensees.
4. The Community Store is provided to you on an “as-is” basis and we do not make any representation that: (i) your access to the Community Store will lead to any monetary or other benefit to you; (ii) that we will offer for sale any Content on the Community Store; or (iii) that any customer will purchase any Content from us.
5. All payments shall be made in the Currency. You shall be solely responsible and liable for any tax, charge or levy imposed on you in respect of your receipt of the Creator Share.
6. You warrant that you are entitled to lawfully receive any payment from us from the United Kingdom.
7. In the event that we are legally obligated to withhold any taxes (including but not limited to value added taxes, income taxes and surcharges) from payments to be made to you, we will be entitled to deduct or withhold any applicable taxes and pay the relevant taxes withheld to the relevant tax authority in accordance with the applicable tax regulations. If any tax is withheld by us, any amounts due, as reduced by the deductions or withholdings, will constitute full payment to you. If reasonably required, we will provide you with such receipts or other evidence of any withholdings and payments to the appropriate tax authorities as are lawfully available to us and are reasonably practicable for us to provide (and in no event shall such request require us to unduly disclose any Confidential Information), as soon as reasonably practicable after we receive your written request for such. Both parties shall cooperate and endeavour to comply with all applicable documentation requirements to ensure that the correct withholding tax is paid and accounted for.
8. We will have the right in good faith to suspend payment of, or withhold any sums in relation to, the Creator Share otherwise due to you to in the event of (i) proceedings, claims or actions relating to the fraudulent or other illegal activity of Creator, or allegations of such; (ii) proceedings, claims or actions in relation to the Content; or (iii) a material increase in customer refund, repayment or chargeback requests with respect to the Content (“Payment Suspension Event”). Such sums shall be withheld until such time as we determine, acting reasonably, that the Payment Suspension Event is concluded.
BEHAVIOR AND CONDUCT
1. You agree that you will not do any of the following:
  1. generate any false traffic to your Content on the Community Store. In the event that this happens you may be liable for criminal offences and we reserve the right to share such information with appropriate authorities as we see fit; or
  2. attempt to gain unauthorized access to any part of our Community Store, including without limitation by using bots, hacks, exploits, software or any other materials or methods whatsoever designed to grant unauthorized access or to modify, interfere with or otherwise negatively impact on the ordinary operation of our Community Store and the Content.
CROWDFUNDING
1. RRD may in its sole discretion Distribute Content through or as part of a crowdfunding campaign with respect to an RRD product (“Crowdfunding Campaign”).
2. Creator acknowledges and agrees that RRD will have sole and final discretion with respect to such Crowdfunding Campaign.
3. Creator agrees to promptly provide any materials and content relating to the Game, Content or Creator Materials as reasonably requested by RRD for use in connection with a Crowdfunding Campaign.
INTELLECTUAL PROPERTY
1. Subject to clause 8.2, all right, title, interest and ownership rights and any and all any and all 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, rights in get-up and 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 Community Stores and rights to apply for and be granted, renewals and extensions of, and rights to claim priority from, such rights (“Intellectual Property Rights”), in or connected with the Community Store, our products or any of our other content (whether announced or unannounced) and each part thereof and any copies, translations, modifications, adaptations and any other derivative based on the Community Store are owned by, belong to and vest in RRD and our licensors.
2. You shall be solely responsible for all Intellectual Property Rights in all Content created, submitted and offered to RRD for sale by you or on your behalf and in all Creator Materials. You hereby warrant to us that:
  1. you are the sole legal and beneficial owner of, or are otherwise authorised to use and exploit, all rights and interests in all Intellectual Property Rights in and to all Content or other materials offered to RRD for sale by you or on your behalf; and
  2. use and Distribution by RRD of Content will not infringe the Intellectual Property Rights of any third party.
3. The Community Store may contain licensed materials of third parties. All Intellectual Property Rights in and relating thereto are the property of their respective owners.
4. In the event that you become aware of any third party infringement of any Intellectual Property Rights in the Content you shall notify us of such infringement as soon possible.
5. You agree and understand that RRD may be brainstorming, creating or otherwise working on unannounced projects, products or other content without reference to your Content (the “RRD Project(s)”) and that, to the extent permissible under applicable law and subject to clause 11.2, RRD accepts no responsibility or liability to you for any RRD Project(s).
DATA PROTECTION
1. If either party processes personal data for or on behalf of the other and for those purposes acts as the other’s data processor, the parties will enter into such further agreements as are reasonably required pursuant to applicable law in order to record and legitimise such processing (including, without limitation, a data processing agreement).
2. Otherwise, any processing of personal data by RRD through the Community Store will be governed by our Privacy and Cookies Policy, the terms of which should be read together with this Agreement.
AVAILABILITY, SUSPENSION AND TERMINATION
1. We do not warrant that your or any customer’s use of the Community Store will be uninterrupted, error-free or free of any software vulnerability that when exploited may result in a negative impact to the confidentiality, integrity or availability of the Community Store.
2. We may temporarily discontinue the Community Store at any time for the purposes of upgrades, maintenance or other service administration reasons in our absolute discretion. We will use reasonable endeavours to limit the duration of any such discontinuance.
3. You acknowledge that:
  1. the scope and level of the Community Store availability may be reduced or adjusted by us if and to the extent necessary to make such offering compliant with, and viable under, all Applicable Laws and our policies as they come into effect; and
  2. we may restrict the availability of the Community Store (or any part thereof) to potential and/or existing users in any territory which we detect or believe, acting reasonably, to have high fraudulent activity.
4. this Agreement shall continue for the Term unless terminated:
  1. with respect to the Full Access Contract, by us for our own convenience by giving 30 days’ written notice to you, provided that where we terminate in accordance with this section 10.4.1 we shall pay to you any Creator Share owed to you with respect to the Content up to the date of termination;
  2. with respect to the Limited Access Contract, by us immediately for any reason at our discretion;
  3. by us immediately at our discretion if: (i) required by Applicable Laws; or (ii) you breach any term of this Agreement, including without limitation if you breach any warranty or representation under this Agreement. We may take any action we deem reasonable against any Creator that does not comply with this Agreement, which may include immediately ceasing Creator Share payments. We reserve the right to determine what conduct we consider to be in violation of, or otherwise outside the intent or spirit of, this Agreement. However, if what you have done can be put right we will give you a reasonable opportunity to do so before terminating this Agreement; or
  4. by you at any time by giving 30 days’ written notice to us.
5. Termination of this Agreement shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities.
6. Notwithstanding anything to the contrary, following termination of this Agreement we shall retain the right to Distribute the Content for the purpose of providing existing, legitimate customers of the Content with the ability to use and (if applicable) re-download their existing, legitimate purchases.
7. Upon termination the Content will be removed from the Community Store.
LIMITATION OF LIABILITY
1. Except as expressly and specifically provided in this Agreement:
  1. RRD shall have no liability for any damage caused by errors or omissions in any information, instructions or materials provided to RRD by you, or any actions taken by RRD at your direction;
  2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by Applicable Laws, excluded from this Agreement; and
  3. the Community Store is provided to you and any customers on an “as-is” and “as available” basis.
2. Nothing in this agreement excludes RRD’s liability for:
  1. death or personal injury caused by RRD’s negligence; or
  2. fraud or fraudulent misrepresentation.
3. Subject to clause 11.1 and clause 11.2:
  1. RRD shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
  2. RRD’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the this Agreement, any RRD products and/or RRD Project(s) shall be limited to an amount equal to the greater of £100 or the total value of the Creator Share paid to Creator in the twelve (12) months preceding the date the relevant loss or damage occurred.
4. Nothing in this Agreement excludes your liability for any breach, infringement or misappropriation of any Intellectual Property Rights.
5. In the event of any breach of this Agreement by RRD, your sole and exclusive rights and remedies shall be limited to an action at law for damages, if any, actually suffered by you. You shall not be entitled to receive any equitable or injunctive relief or to restrain the operation of the Community Store or any content in it and/or any rights (including, without limitation, the Intellectual Property Rights) of RRD under or in connection with this Agreement.
INDEMNITY AND REMEDIES
1. You hereby indemnify and agree to defend and hold RRD and RRD’s directors, owners, employees and agents (collectively, the “Indemnified Parties“) harmless from and against any and all liabilities, claims, costs and expenses (including legal expenses and lawyers’ fees) suffered or incurred by the Indemnified Parties arising out of or in connection with any claim arising out of any breach by you of this Agreement or claims arising directly or indirectly from your misuse of the Community Store or the Content. You shall fully cooperate with RRD in the defence of any such claim and RRD reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you.
2. You further agree that the subject matter of this Agreement is of a unique character with special value and that RRD would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that RRD may be entitled, without bond, other security or proof of damages, to appropriate equitable remedies (including injunctive relief) with respect to breaches of this Agreement, in addition to such other remedies as RRD may otherwise have available to it under Applicable Laws.
CONFIDENTIALITY
1. You agree to:
  1. keep confidential all information (whether written or oral) concerning the business and affairs of RRD that you may have obtained or received as a result of discussions leading up to or the entering into or performance of this Agreement, including without limitation any RRD Projects (the “Confidential Information”);
  2. not without RRD’s written consent to disclose the Confidential Information in whole or in part to any other person save those of your personnel and representatives who have a need to know the same for the purpose of your performance of this Agreement; and
  3. use the Confidential Information solely in connection with this Agreement and your use of the Community Store and not for your own benefit or the benefit of any third party.
2. The provisions of clause 13.1 above shall not apply to the whole or any part of the Confidential Information to the extent that it is:
  1. already in your possession other than as a result of a breach of this clause;
  2. in the public domain;
  3. obtained or derived prior or subsequent to the date of this Agreement from a third party which is lawfully in possession of such information and does not hold such information subject to any confidentiality or non-use obligations is independently developed by such party without use of RRD’s Confidential Information; or
  4. required to be disclosed by you pursuant to applicable law or under a government or court order.
3. You hereby undertake to RRD to make all relevant employees agents and subcontractors aware of the confidentiality of the Confidential Information and the provisions of this clause 13 and without prejudice to the generality of the foregoing to take all such steps as shall from time to time be necessary to ensure compliance by your employees agents and subcontractors with the provisions of this clause 13.
GENERAL
1. This Agreement and all documents referred to in them constitute the entire agreement between us and you in respect of their subject matter.
2. We shall be entitled to set off against any Creator Share any amounts which may become due to us from you under this Agreement (including without limitation any adjustments to account for errors in previous Creator Share payment calculations, if applicable) or under any other arrangement. If the liabilities to be set off are expressed in different currencies, we may convert either liability at a market rate of exchange for the purpose of set-off.
3. No waiver (whether express or implied) by us of any breach of this Agreement shall be deemed to constitute a waiver or consent to any subsequent or continuing breach.
4. We may transfer our rights and obligations under this Agreement to another organization (such as, without limitation, in the event of a business restructure or acquisition). We will let you know if that happens and we will ensure that your rights under this Agreement are unaffected. You may not assign, transfer or otherwise deal your rights or obligations under this Agreement unless we expressly agree to the transfer in writing.
5. Nothing in this Agreement shall be deemed to constitute a partnership, employment or agency relationship between you and us, and you shall not do anything whereby you may be represented as our partner, agent or employee.
6. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
7. If any provisions of this Agreement are held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
8. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.
9. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.
10. This Agreement shall be construed in accordance with the laws of England and Wales and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.