1. What these terms cover

These Partner Terms apply to every brand ("you") that books an event or other service through the Resonance Partner Portal. Resonance is operated by Blacksword Entertainment Inc. ("Resonance", "we").

You accept these terms when you create an event in the Partner Portal. They apply together with the Resonance Terms of Service. A separate written agreement signed by both parties overrides these terms only where it says so.

2. Resonance is an open, non-exclusive platform

Resonance is a LiveOps platform any brand can build on. Booking an event, a module or any other service does not give you exclusivity, and nothing in these terms restricts Resonance from offering its platform, game worlds, avatar collections, events or identity integrations to anyone else, including your competitors.

If exclusivity matters to you, ask us. Where we offer it, it is a separate, paid agreement.

3. How booking and pricing work

• Price: your event price is the itemised quote the Partner Portal shows for the configuration you choose. The quote is calculated from that configuration and is what we invoice.
• Deposit: a 10% deposit enters your event into review. It is fully refundable if we decline the event, or if you withdraw before we start building.
• Review and approval: we review the event, build it, and show you a preview. You approve it and choose a schedule.
• Balance: the remaining 90% is due before the event is scheduled. Once you have paid the balance, fees are non-refundable unless we fail to run the event as approved.
• Currency: fees are charged in USDSC or by card through our payment provider, and exclude taxes, which you are responsible for (other than taxes on Resonance’s income).
• Recurring fees: where your quote includes an ongoing or recurring placement, it runs for a term of twelve (12) months and renews automatically for further 12-month terms unless either party gives written notice at least sixty (60) days before the current term ends.
• Recurring fee changes: recurring fees are fixed for the first term. We may change them for a renewal term by giving you at least sixty (60) days’ written notice before that term starts.
• Invoices: invoices are payable within fifteen (15) days of the invoice date.
• Late payment: if an undisputed invoice is more than fifteen (15) days overdue, we may, after giving you ten (10) days’ written notice, pause your branding and any partner-only benefits until it is paid. Player-facing worlds stay live while paused.

4. Revenue share on collaborative items

Revenue share is a standard term of using the platform and is the same for every partner. Net receipts from in-game purchases of collaborative items are split seventy percent (70%) to you and thirty percent (30%) to Resonance.

"Collaborative items" are items, avatars, packs or passes that are co-branded with you or made for your event, such as cache packs, battle passes, pay-or-play crafts or co-branded avatar mints. "Net receipts" means gross player spend on collaborative items, less refunds, chargebacks, payment-processor and app-store fees, and taxes.

We keep the ledger of each sale; it is the record used for settlement. We send you a monthly statement and settle your share monthly in USDSC to the wallet you designate. Revenue share is paid in addition to, and never offsets, your fees.

5. Beyond the menu

Custom integrations, ongoing or permanent placements of a branded world, additional chains and exclusivity are not part of the standard menu. We quote them separately, and these Partner Terms still apply to them unless a signed agreement says otherwise.

6. Your brand and approvals

• You grant Resonance a non-exclusive, royalty-free licence to use the names, logos and materials you provide, for your event and its promotion, while the event runs and as described in section 8.
• You confirm you have the rights to everything you provide, and that it does not infringe anyone else’s rights.
• When we submit co-branded assets for approval, you approve or decline with specific feedback within five (5) business days. If you don’t respond in that time, the assets are treated as approved. Agreed dates move by the length of any delay on your side.

7. What Resonance owns

Resonance owns its platform and everything it builds for your event: game worlds, content, art, avatar designs, game data and code. Your brand marks remain yours. Players own the tokens they mint; owning a token does not grant any rights in Resonance’s content beyond its use in the game.

8. When an event ends

• Events are time-boxed to the schedule you approve. When an event ends, we remove your branding from active surfaces within thirty (30) days. Archived materials and already-minted token metadata may keep it.
• Content we built stays part of Resonance and may continue in the game under Resonance branding.
• Items, cosmetics and tokens players earned or minted during the event remain theirs.

9. Players and data

• A Resonance account is created only when a person chooses to sign in. We never create accounts in bulk from your member lists, holder lists or any other data you hold.
• We report results to you as aggregated, anonymised statistics. Neither party shares personal data with the other unless the purpose, lawful basis and retention are agreed in writing.

10. Fair play and compliance

• Each party complies with the laws that apply to its own activities, including those on advertising, consumer protection, digital assets and sanctions.
• Neither party will present in-game items, tokens or rewards as an investment or promise any financial return.
• We may decline, pause or end an event that breaches these terms or the law, or that puts players at risk. If we end an event for a reason that is not your fault, we refund the fees for the part that did not run.

11. Liability

Neither party is liable for indirect or consequential losses, including lost profits or revenue. Each party’s total liability for an event is limited to the fees paid for that event. These limits do not apply to fraud, wilful misconduct, a breach of confidentiality, or anything that cannot legally be limited. Resonance does not guarantee player numbers, engagement or revenue.

12. Changes to these terms

We may update these Partner Terms. A new version applies to events booked after it is published; an event keeps the version in force when it was booked. The version and effective date are shown at the top of this page.

13. Governing law and contact

These terms are governed by the laws of the Province of Ontario and the federal laws of Canada that apply there. The parties will first try to resolve any dispute in good faith; if that fails, the courts of Ontario have jurisdiction.

Bookings, custom work and exclusivity quotes: [email protected]. Questions about these terms: [email protected].

Event schedules

Each schedule applies only where an event includes the matching choice. The Partner Portal shows which schedules apply to your event before you accept. Schedules add detail to the sections above and never override them.