16-03-2013 00:47
Dostałem niedawno taką opcje. Czy ktoś sie tym zajmuje i może coś o tym powiedzieć ?
Jakieś haczyki w regulaminie , specjalne wymagania itp ?
Pytam bo jest nie dokońca wszystko dla mnie jasne.
Zamieszczam regulamin:
Jakieś haczyki w regulaminie , specjalne wymagania itp ?
Pytam bo jest nie dokońca wszystko dla mnie jasne.
Zamieszczam regulamin:
Cytat:TALENT REFERRAL AGREEMENT
This Talent Referral Agreement ("Agreement") is made and entered into as of Fri Mar 15 2013 (the "Effective Date"), by and between Maker Studios, Inc., a corporation organized and existing pursuant to the laws of the state of California, with an address of 5877 Rodeo Road, Los Angeles, CA 90016, ("Maker") and Mar Tum ("Referring Party") (collectively, the "Parties").
WHEREAS, Maker is in the business of developing digital media talent, producing high quality digital content for such talent, and assisting with the commercialization of the content and the talent's overall digital media brand on Maker's multi-channel YouTube network (the "Maker Network"); and
WHEREAS, Referring Party is a part of the Maker Network as of the Effective Date; and
WHEREAS, Maker desires to compensate Referring Party for referrals of talent with YouTube channel(s) to Maker in accordance with the terms of this Agreement.
NOW THEREFORE, the Parties hereby agree as follows:
1. REFERRAL.
(a) Referring Party agrees to refer third party YouTube content creators (each, a "Potential Referral") to Maker by marketing and making available on Referring Party's website (or in such other manner pre-approved in writing by Maker) Maker's Fast Partnership Flow referral tool, or such other web-based application tool or process Maker chooses in its sole discretion, for the purpose of such Potential Referral entering into a binding agreement with Maker to transfer one or more of such Potential Referral's YouTube channels into the Maker Network.
(b) Each Potential Referral who:
(i) executes an agreement (whether click-thru or otherwise) to transfer one or more of his or her YouTube channels into the Maker Network via the Fast Partnership Flow (or other Maker-established) process;
(ii) is eligible for acceptance into the Maker Network per YouTube's terms and conditions for joining a multi-channel YouTube network;
(iii) satisfies Maker's criteria for admission into the Maker Network (including, but not limited to, Maker verifying that all representations and warranties are true and correct as of the time such YouTube channel is accepted into the Maker Network) and is actually accepted into the Maker Network;
(iv) does not already have one or more of his or her YouTube channels in the Maker Network; and
(v) does not have a pending application to transfer one or more of his or her YouTube channels into the Maker Network through any referral process completed in the prior 30 days nor is in active negotiations with Maker or any third party in a contractual referral relationship with Maker to transfer one or more of his or her YouTube channels into the Maker Network;
will constitute a "Referred Talent" and such transferred YouTube channel(s) will each constitute a "Referred Channel." Notwithstanding the foregoing, Referring Party hereby understands and acknowledges that Maker will have sole discretion to set, and from time to time change, qualifications and standards for admittance of any particular YouTube channel into the Maker Network and is under no obligation at any time to enter into or accept any agreement with any Potential Referral.
© Maker shall pay Referring Party a fee (the "Referral Fee") equal to 10% of Maker's share of the Advertising Revenue (as defined below) actually paid to Maker for advertising displayed on a particular Referral Channel during the Referral Period (as defined below). Maker shall pay all Referral Fees due hereunder monthly, in arrears, within 15 days of the end of each calendar month in which Advertising Revenue is actually received by Maker.
(d) For the purposes of this Agreement, "Advertising Revenue" shall mean: (i) Google AdSense revenue or other revenue paid to Maker by YouTube or Google for advertising displayed on videos displayed on a particular Referral Channel, in each instance, minus any portion of such revenue that is payable to a Referred Talent or any other third party; and (ii) other revenue, not otherwise captured by clause (i), actually received by Maker for advertising displayed in videos displayed on a particular Referred Channel, minus any actual out-of-pocket expenses for generating such revenue, any portion of such revenue that is payable to a Referred Talent or any other third party, and a 20% sales commission on the gross value of such advertising revenue directly sold by Maker to any third party. Notwithstanding the foregoing, Advertising Revenue shall not include revenue received by Maker for any brand integration, sponsorship, or endorsement agreements made in connection with the Referred Talent Channel(s). "Referral Period" means the period of time beginning on the date a particular Referred Channel enters the Maker Network and ending on the earliest to occur of: (x) the one-year anniversary of such Referred Channel entering the Maker Network; (y) the date when such Referred Channel departs the Maker Network; or (z) the first date following the Effective Date when any of Referring Party's YouTube Channels exits the Maker Network.
2. EXCLUSIVITY. Referring Party agrees to work exclusively with Maker in referring YouTube content creators and will not engage in any YouTube channel referral activities with any third parties during the Term.
3. AUDIT RIGHT. Referring Party shall have the right, upon reasonable advance notice of at least 10 business days and not more than once annually, to commission an audit by an independent accounting firm of Maker's files, records, and books of account as is reasonably necessary to solely determine if Maker is in compliance with its payment obligations contained herein. If it is determined that Maker has failed to remit all amounts owed to Referring Party, then Maker shall promptly pay any shortfall. Any such audit will be at Referring Party's sole expense, provided that, in the event any such audit reveals an under payment by Maker of 10% or more, in addition to paying any such shortfall, Maker shall promptly reimburse Referring Party for all reasonable third party out-of-pocket costs related to such audit. This audit right shall survive for one year following the termination of this Agreement.
4. INDEPENDENT CONTRACTORS; NO AGENCY. For purposes of this Agreement, the relationship between the Parties shall at all times be that of independent contractors. No agency, employment, partnership or joint venture relationship is formed by this Agreement, and at no time may Referring Party hold himself/herself out as an agent or a representative of Maker. As such, Referring Party has no right or authority to enter into any agreements (oral or written), make any representations or warranties (expressed or implied), or incur any expenses on behalf of Maker.
5. CONFIDENTIALITY. Prior to, on or following the Effective Date, Referring Party may learn or otherwise be exposed to Confidential Information. Referring Party covenants and agrees that it will not, directly or indirectly, disclose or communicate to any person or entity any Confidential Information without the written consent of the Maker. This obligation will apply for a period of three years following the termination of this Agreement. "Confidential Information" means any proprietary information, whether or not identified as such when disclosed, that is disclosed by Maker to Referrer that relates to Maker's business (including without limitation, business plans, financial data, customer information, marketing plans, etc.), technology (including without limitation, technical drawings, designs, schematics, algorithms, technical data, product plans, research plans, software, etc.), products, services, trade secrets, know-how, formulas, processes, ideas, and inventions (whether or not patentable) or that should be reasonably understood by Referrer as the confidential or proprietary information of Maker; (ii) any third party proprietary information that Maker is obligated to keep confidential and identified as such to Referrer; or (iii) any notes, summaries, conclusions or anything else derived from or based on the above disclosed information. Notwithstanding the foregoing, "Confidential Information" shall not include information that (i) is or becomes generally available to the public other than as a result of disclosure thereof by Referrer, (ii) becomes available to Referrer on a non-confidential basis from a source (other than the Maker) which is not prohibited from disclosing such Confidential Information to Referrer by a legal, contractual, or fiduciary obligation to the Maker, (iii) was within the possession of Referrer prior to its being furnished by or on behalf of the Maker pursuant to this Agreement, or (iv) is required to be disclosed by Referrer by law, subpoena or other process of law. This provision shall survive termination of this Agreement in accordance with its terms.
6. TERM; TERMINATION. This Agreement, except as otherwise provided, shall be in full force and effect commencing on the Effective Date, and shall extend for a period of one year, and shall automatically renew for successive one-year periods unless either party provides written notice of cancellation to the other not more than 120 days and not less than 60 days prior to the expiration of the then-current one-year period. This Agreement may be terminated by either party upon 30 days written notice to the other party in the event of a material breach of this Agreement, if during such 30-day period, the breaching party fails to cure such breach. Notwithstanding the foregoing, Referring Party will not have the opportunity to cure any breach of Sections 2 or 5 and Maker may terminate this Agreement at any time, in its discretion, upon any breach of such sections. If this Agreement is terminated by Maker pursuant to the immediately preceding sentence, then the Maker's obligation to pay Referral Fees shall immediately cease and Maker will make reasonable efforts to pay all accrued Commission Fees payable as of such termination date within 30 days.
7. INDEMNIFICATION . Referring Party shall indemnify and hold harmless Maker and its subsidiaries, affiliates, designees, and assigns and each of their respective officers, directors, employees, agents, and representatives, from and against any and all claims, liabilities, damages, costs, and expenses (including attorneys' fees) arising out of or related to Referring Party's breach or alleged breach of the provisions of Sections 2, 4 and 5.
8. NOTICE. All notices and/or written approvals to be given under this Agreement must be made in writing and sent by personal delivery, regular mail, email, Federal Express or facsimile to the other Party at the following addresses (or such other addresses as are given in writing in accordance with this provision):
If to Maker: Maker Studios, Inc.
5877 Rodeo Road
Los Angeles, California 90016
Attention: Ben Donovan (Ben@MakerStudios.com)
with a copy, at the same address, to (such copy shall not constitute notice) Michael DiSanto (Mike.D@MakerStudios.com).
If to Referring Party at the address most recently supplied to Maker by Referring Party in writing (if such notice is to change the original address supplied by Referring Party to Maker in writing in connection with joining the Maker Network, then such notice must comply with this Section 8).
9. MISCELLANEOUS.
(a) Maker shall have the right to assign this Agreement, in whole or in part, in its sole discretion. Referring Party shall not have the right to assign this Agreement, either in whole or in part, without the prior written consent of Maker.
(b) This Agreement contains the entire understanding of the Parties as to the subject matter hereof and supersedes all prior negotiations, discussions, understandings, and agreements.
© Waiver of any term, condition, or breach of this Agreement shall not be deemed a waiver of any other term or condition or other breach of this Agreement.
(d) This Agreement shall be governed by the laws of the state of California without regard to California's conflicts of laws rules. To the extent that any lawsuit is permitted under this Agreement, the Parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California.
(e) This Agreement may be signed in any number of counterparts, each of which will be original, with the same effect as if the signatures were on the same instrument. A facsimile or .pdf copy of a signature of a party will have the same effect and validity as an original signature.
(f) The headings contained in this Agreement are for reference only and shall not be deemed to limit or affect the scope, meaning, or intent of this Agreement or any portion thereof.
