Welcome to the AwesomenessTV Network (the "Network")! Awesomeness, LLC ("we", "us", "our") is excited to help you grow your views and revenue on your YouTube channel(s) and make awesome content for YouTube. The Network is a YouTube network of content creators who are both aspiring YouTube stars and fans of AwesomenessTV. By allowing us to "link" your channels to the Network, you will be a part of a community of like-minded YouTubers and will be on the radars of our producers who are always looking for the YouTube stars of tomorrow! Network programming will highlight noteworthy creators (which could be you!) on their YouTube and social communities, and offer you valuable tips and tricks about how to make better videos. You'll also have the chance to earn rewards for growing your channel, collaborating with other network channels, as well as gain access to tools built out exclusively for Network’s creators. Eventually there’ll be an opportunity to opt-in to our sub-networks (eg. AwesomenessStyle Network) that are under the umbrella of and form part of the Network.
Your channel(s) are:
Any other YouTube channels created by you (or us, but primarily featuring you) during the Term of this Agreement (collectively, "Your Channels").
This letter agreement ("Agreement") lays out the binding terms between us, and covers Your Channels, along with any videos and/or other content that go into these Channels (referred to herein as "Content") -- the "Starting Date" is the date listed above your name. We can’t wait to get started!
1. Network: Until this Agreement ends, we will use our best efforts to:
a) Move Your Channels into the Network to take advantage of Google AdSense and YouTube direct sales advertising revenue opportunities (how you currently or potentially earn money from the awesome videos you make!);
b) make Your Channels eligible for the advertising we sell; and
c) provide you with customer service in technical support, offer you advice on how to optimize and grow Your Channels both on and off-YouTube, give you an AwesomenessTV starter kit that helps you get started making videos, offer opportunities to engage you and highlight your video content on our platforms (at our discretion), introduce you to other Network creators and identify you as the Network’s talent for our main YouTube channel and our producers’ offline projects, as we determine.
2. You: Until this Agreement terminates, you give us each of the following rights:
a) exclusive right to sell, manage and report all advertising inventory on Your Channels and Content;
b) exclusive right to sell integration into Content (for example, getting paid a fee to wear a certain brand’s clothing or demo a brand’s product) on Your Channels, as long as you consent to this in writing;
c) exclusive right to collect revenues generated from Your Channels and Content; and
d) a non-exclusive, transferable, worldwide, royalty-free license to use your name, image, voice and likeness, as well as to display your trademarks and logos, in connection with promoting the Network, individual channels on the Network and/or Your Channels and/or Content.
If, however, a brand or advertiser reaches out to you expressing interest in advertising or integrating on Your Channel and/or Content, that’s great! You agree to bring this opportunity to Network and we will help execute your deal with the advertiser and/or brand. You agree that all deals, whether they are secured by us or come from you, are subject to the same terms as set forth in this Agreement.
3. You Tube Notifications: You will accept the invitation to join the Network in your YouTube dashboard, and in doing so, understand that you are linking Your Channel(s) to the Network, and all monetization from YouTube for Your Channels should be sent directly to us.
4. Revenue Sharing: We will pay you seventy percent (70%) of Net Revenue received by us solely in connection with Your Channels. You will be paid within thirty (30) days following the end of each calendar month where we actually receive revenue associated with Your Channels. For purposes hereof, "Net Revenue" means one hundred percent (100%) of the non-refundable, non-contingent monies that we actually receive from YouTube for advertising displayed on videos viewed on Your Channels as well as money from any other party for brand integration on Your Channels, less any Sales Fee (as defined herein). You also agree that we will not make any payment during any accounting period in which the amount payable is less than One Hundred US Dollars ($100.00); these outstanding amounts will be carried forward to each subsequent monthly accounting period until the amount outstanding exceeds One Hundred US Dollars ($100.00). If you are in breach of this Agreement during this term, without limiting any other of our remedies, we shall have the right to withhold payment until the issue is resolved.
5. Sales Fee: Without limiting any other provisions herein, we shall be entitled to receive, deduct and retain a fifteen percent (15%) sales commission on any and all revenue derived from a sponsorship and/or brand integration opportunity that is procured by us (the "Sales Fee").
6. Action Fraud: You will not, and will not allow/enable/authorize any third party to generate automated, fraudulent or otherwise invalid advertising actions. If we believe that activity related to content on Your Channels is suspected and/or determined to be "action fraud," "click fraud" or "impression fraud," or fraud of any other kind ("Action Fraud"), we may withhold any payments that would otherwise be owed to you, and shall be entitled to recoup from you any payments previously made that are attributable to Action Fraud, and may, in our sole discretion, suspend or terminate this Agreement.
7. Your Content:
a) You will do your best to upload video content regularly to Your Channels and promote Your Channels through the use of your social media accounts.
b) You own all Content that is created and funded by you for Your Channels. However, we have full authority to take down any Content that violates any law or regulation (including rules or regulations established by YouTube or Google) we believe may infringe upon anyone’s intellectual rights, or could have a negative impact on the Network and/or our business and/or reputation ("Improper Content"). You also agree to comply with all YouTube platform rules and regulations established by YouTube or Google. If you post Improper Content to Your Channels or do not comply with other YouTube or Google rules and regulations, without limiting any other of our remedies, we may immediately suspend or terminate this Agreement.
c) You understand that we have the right to, at any given moment, use the InVideo Programming channel and video features to promote the Network channel logo(s) or any of our videos (or network videos) as an annotation on your Content.
d) Occasionally we may feature, at our sole discretion, your Content on our "hub" channels to promote you and/or the Network. To make this possible, you grant to us a non-exclusive license to distribute and modify your Content for promotional purposes on our "hub" channels.
8. Term and Termination: The initial term of this Agreement shall be two (2) years from the date of signature of this Agreement, and shall automatically renew for successive two (2) year periods unless either party provides written notice of termination to the other party at least thirty (30) days prior to the start of any renewal term. If we commit a material breach of this Agreement and do not cure that breach within fifteen (15) days of receiving written notice from you of the breach, then you shall have the right to terminate upon written notice this Agreement at any time. We have the right at any time and for any reason to terminate or suspend this Agreement. Upon expiration or termination of this Agreement, we will take all reasonable steps to return control of Your Channels as soon as reasonably possible following the expiration or termination of this Agreement, including notifying YouTube to remove Your Channels from the Network.
9. Representations and Warranties: You represent and warrant that: (i) you affirm that you are either 18 years of age or over, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms set forth in this Agreement, and to abide by and comply with all of its terms, along with any terms of service that we may provide from time to time. In any case, you affirm that you are over the age of 13, as the Network is not intended for children under 13. If you are under 13 years of age, then please do not join the Network; (ii) you are the owner of all rights related to all Content displayed on Your Channels, (iii) you have the right and power to license and/or sell such Content, (iv) neither such Content nor your use of Your Channels infringes upon the rights of any third party, (v) you have not granted anyone else the right or authority to act for you in any manner that would conflict with either party’s rights under this Agreement, and (vi) you shall comply with any and all of Google or YouTube’s terms, rules and regulations from time to time.
10. Indemnification: You agree to indemnify and hold us and our shareholders, directors, officers, employees, agents, subsidiaries, and affiliates, harmless from and against any and all third party civil and criminal claims, liabilities, judgments, penalties, and all costs, expenses (including reasonable attorney fees) incurred in connection with your breach of the representations, warranties and covenants in this Agreement and/or from the development, production, distribution and/or other exploitation of the Content. This provision survives termination of this Agreement.
11. Limitation of Liability/Remedies: WE WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES HOWSOEVER ARISING IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT. YOU IRREVOCABLY WAIVE ALL RIGHTS TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF AND AGREE TO LIMIT YOUR CLAIMS TO CLAIMS FOR MONETARY DAMAGES (IF ANY). OUR AGGREGATE LIABILITY FOR ANY CAUSE OF ACTION ARISING FROM OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID TO YOU UNDER THIS AGREEMENT AS OF THE DATE OF THE CLAIM.
12. Additional Terms: We may assign this Agreement, in whole or in part, and/or any or all of our rights hereunder, and/or to delegate any or all of our duties hereunder at any time to any person or entity. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by you without our prior written consent. Nothing in this Agreement shall be deemed to create an employer-employee relationship. Any notice to us must be in writing and delivered to our corporate headquarters at 11821 Mississippi Ave, Los Angeles, CA 90025, Attn: Legal. Any notice to you will be delivered at the address listed above. Each of us may change our address for notice by giving notice to the other party given in accordance with this section. This Agreement represents the entire agreement between us and you with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between us. This Agreement may only be amended with the mutual written consent of the parties. This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original and such counterparts together will constitute one and the same agreement. This Agreement is governed by the laws of the State of California, without regard to any conflicts of law rules. All disputes and controversies related to this Agreement will be exclusively resolved by the state and federal courts located in Los Angeles, California. All headings or section titles are for illustrative purposes only and are not meant to influence the interpretation of a particular section or clause.
If this is acceptable to you, please sign the Agreement (either with a pen or digitally through an online service) and return it to us. You also have the option of printing out this Agreement, signing and returning to our corporate headquarters located at 11821 Mississippi Ave, Los Angeles, CA 90025, Attn: Legal, Network Agreement.