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Channel Agreement

Confidential Terms
Effective as of June 23, 2014.
This Channel agreement ("Agreement") is entered into between Fullscreen, Inc. ("Fullscreen"
or "we") and you ("Partner" or "you") and is effective as of the date set forth above. During
the Term, the parties agree to the following commitments and obligations:
1. Channel Agreement Overview
Fullscreen will provide you with its services and proprietary tools to help you manage your
Channel and grow your audience on YouTube. In exchange, your Channel will become part
of the global Fullscreen network of channels ("Fullscreen Network") and Fullscreen will
receive a share of revenue generated by your Channel based on the terms in Section 10
below.
2. Your Channel and Content
"Your Channel" means "8vZWsopyftC9SQY_qDDylA" as well as any similar or derivative
YouTube Channel that you may launch or control during the Term, subject to our
requirements. "Your Content" means the videos and other content appearing on your
Channel.
3. Your Ownership and Control of Content
You retain full ownership of, and absolute liability for, your Channel and your Content. You
retain complete creative direction and control over your Channel and your Content.
4. Fullscreen's Services
During the Term, Fullscreen will use reasonable efforts to:
a. Move your Channel into the Fullscreen Network to take advantage of our Google
AdSense and YouTube direct sales advertising opportunities;
b. Grant you access to Fullscreen's proprietary dashboard, which includes transparent
revenue reporting, performance analytics, and other custom applications;
c. Make your Channel eligible for direct premium advertising sold by us;
d. Deliver you sponsorship and brand integration opportunities through our Gorilla
promotional campaigns;
e. Provide you with support services including a Fullscreen partner manager and email
support (support@fullscreen.net) to help you with video optimization, technical
support, and best practices;
f. Give you access to our music and sound-effects library for use in your Content; and
g. Make available to you YouTube Partner features subject to your eligibility according to
YouTube's policies.
5. Your Grant of Rights to Fullscreen
During the Term, you grant to Fullscreen each of the following rights:
a. The exclusive right (other than YouTube's independent, direct sales efforts, if any) to
sell and represent any and all ad inventory on your Channel;
b. The exclusive right to sell sponsorship or brand integrations for your Content on your
Channel (e.g., placing a product into a video), subject to your written approval in each
instance, except that you (but no third party) may also find and sign your own
sponsorship or brand integration deals; in those circumstances you will keep all the
money from such deals;
c. The exclusive right to collect all revenues generated from your Channel, including,
revenues through Google AdSense, YouTube direct sales, or our direct sales, which
revenues we will then share with you as described in Section 10;
d. The non-exclusive right to distribute and modify (for format and length) your Content
to promote your Channel or the Fullscreen Network; and
e. The non-exclusive right to use your name and likeness, as well as to display your
trademarks and trade names, if any, to promote your Channel or the Fullscreen
Network.
6. Joining the Fullscreen Network
You agree to promptly link and authorize your Channel to be managed by Fullscreen's
content management system. You will receive an email from YouTube instructing you on
how to do this. By joining the Fullscreen Network, all of your Channel views will be included
or "rolled up" exclusively into Fullscreen's total numbers for YouTube, comScore, and other
reporting metrics.
7. Promoting the Fullscreen Network
In order to show advertisers which channels are part of the Fullscreen Network, you agree
to reasonably comply with promotional requests made by us from time to time. These
requests may include:
a. Placement of the following on your Channel: Fullscreen logo or network branding;
Fullscreen playlist; featured Fullscreen channel; video interstitials or end-slates; and
b. Cross-promotion of the Fullscreen Network on your Channel: annotations, links, and
other cross-promotions which may be implemented by manual or automated means.
You may always opt out of such promotions.
8. Content Guidelines
During the Term, you agree to use reasonable efforts to upload Content regularly to your
Channel. You may not upload Content or attempt to monetize Content that infringes on
the rights of others, or that violates any law or regulation (including those established by
YouTube or Fullscreen) ("Improper Content"). Fullscreen reserves the right to take down
any Improper Content at its sole judgment and discretion, and to immediately terminate
this Agreement if you upload Improper Content. Furthermore, you forfeit any revenue that
you may have earned from posting Improper Content.
9. Term and Termination
Term: 2 years commencing as of the Effective Date, with automatic renewals for
successive 2 year periods unless either party provides written notice of termination to the
other party at least 30 days prior to the start of any renewal term.
Termination: Either party may terminate this Agreement in the event of a material
breach that is not cured within 15 days of notice. Fullscreen may terminate this
Agreement for any reason with at least 30 days notice to you or immediately in the event
of a violation of Section 8 ("Content Guidelines").
Financial Terms
10. Your Revenue Share
We will pay you 70.0% of all money we actually receive and retain from YouTube for
advertising displayed on Content viewed on your Channel, less standard commission fees
for premium advertising or sponsorship campaigns that we may sell on your behalf. For
clarity, a different revenue share may apply in instances where your Content includes third
party-licensed materials (e.g., a cover video); you will be informed of any such differences
in advance and have the opportunity to accept or reject those terms for use of third-party
licensed materials.
11. Payment Terms
We will pay you your share of the money we receive within 30 days following the end of
each calendar month that we receive it in. If the compensation owed to you in any given
month is less than US$50, your earnings will be transferred over to the next month for
payment. We will pay you through your PayPal or similar online, approved account or, at
our discretion, by mailing you a check. We are entitled to deduct standard wire transfer or
payment processing fees where applicable. We may also deduct from any sums due to you,
any sums that you may owe to us at any time.
Additional Legal Terms
12. Representations, Warranties, and Covenants; Indemnification
You represent and warrant that:
a. You have the full right and power to make and perform this Agreement without the
consent of any third party;
b. You have any and all necessary rights or clearances you may need in connection with
your Channel and its Content;
c. Our use of, and sale of advertising on, your Channel will not infringe on the rights of
any person or entity, defame any person or entity, or violate any right of publicity or
privacy of any person or entity; and
d. You will not include in any Channel any Content that would violate any of YouTube's
and/or Fullscreen's general terms and/or policies as posted on each company's
respective websites or user platforms.
You further represent that you are at least 18 years of age or otherwise legally capable of
entering into binding agreements such as this and including this one. If you are under the
age of 18 or otherwise incapable of entering into this Agreement you will obtain your
parent's or legal guardian's permission to do so as evidenced by their signature below.
You will not enter into any agreements that conflict with or are inconsistent with this
Agreement.
You agree to defend, indemnify and hold harmless Fullscreen (and its employees,
successors, licensees, and permitted assigns) from and against any and all actions, causes
of actions, liabilities, damages, costs, and expenses, including, reasonable attorneys' fees
and costs, and expenses arising out of any breach by Partner of any of the obligations,
agreements, covenants, representations and/or warranties made hereunder.
13. Confidentiality; Non-Disparagement
Neither Party will disclose the terms of this Agreement to any third party except its legal
or financial advisors.
During the Term and following the Term, you agree to not disparage or demean the
reputation of Fullscreen or its networks.
14. Post-Termination: Payments & Licenses
Upon termination of this Agreement for any reason set forth in this Agreement, you will be
paid out the remaining funds owed to you in accordance with our normal payment process,
unless those funds are attributable to Improper Content, or are de minimis (< US$1), or
are, in our reasonable sole discretion, attributable to your fraudulent behavior.
Upon termination of this Agreement and your departure from the Fullscreen Network, any
licenses or assets Fullscreen provided or made available to you (e.g., to its proprietary
software or programs, or to third party music compositions, or to any custom design work
we provided for your Channel) will automatically terminate and you will have no further
rights to use such materials in your Channel or Content.
15. Taxes and Guild Payments
You are responsible for calculating and paying all taxes owed on all compensation received
by you from us. If we are required, pursuant to any applicable present or future law, to
make any deduction or withholding in respect of tax or otherwise from any amount or
amounts payable to you pursuant to this Agreement, we shall: (i) be entitled to pay the
amount or amounts in question after the deduction of the amount of such withholding or
deduction; (ii) promptly pay to the relevant authority within the period permitted by law
the amount of such withholding or deduction; and (iii) provide you with written evidence
(including certification where appropriate) that we have made the payment to the relevant
authority. If we do not make such withholding or deduction, you shall pay any and all taxes
and other charges payable on account of such sums and you indemnify and agree to keep
us fully indemnified from and against any liabilities or expense in connection with such
withholding or deduction. If any governmental entity determines that we are responsible
for paying taxes on your behalf, any further compensation will be net of taxes and you will
promptly refund to us the amount(s) which we were required to pay on your behalf. If you
reside in a territory where VAT applies, our payment to you may include VAT if appropriate
and/or your payment may be subject to a VAT invoice. If you are a US resident or a US
citizen, you must complete and submit to us an IRS Form W 9 and any other applicable tax
documentation. All other Partners will be required to complete a form W-8BEN and any
other applicable tax documentation. No worker's compensation or other insurance will be
obtained by us on your behalf. No payroll deductions for employment taxes or insurance of
any kind will be paid by us. We are not a signatory to any agreement that would require
any payments to WGA, DGA, SAG, or any other union or guild in connection with this
Agreement.
16. Miscellaneous
Assignment: You understand and agree that Fullscreen may assign this Agreement;
however, because the subject matter hereof is personal to you and your content, you may
not assign this Agreement to any party without our prior written consent.
Governing Law: The construction and interpretation of this Agreement will be governed
by and construed according to the internal laws of the State of California.
Severability: If any provision of this Agreement shall under any circumstances be deemed
invalid or inoperative to any extent, it is agreed and understood that the invalidity shall
not invalidate the whole Agreement, but this Agreement shall be construed, as not to
contain the provision or provisions deemed invalid or inoperative.
No Employment Relationship: This Agreement does not create an employment or
agency relationship. Nothing in this Agreement will render you an employee, worker, or
agent of Fullscreen and you shall not hold yourself out as such.
17. Arbitration
ANY DISPUTE OR CLAIM ARISING OUT OF OR IN CONNECTION WITH ANY PROVISION OF
THIS AGREEMENT WILL BE FINALLY SETTLED BY BINDING ARBITRATION IN LOS
ANGELES COUNTY, CALIFORNIA IN ACCORDANCE WITH THE RULES OF THE AMERICAN
ARBITRATION ASSOCIATION BY ONE ARBITRATOR APPOINTED IN ACCORDANCE WITH
SAID RULES. THE ARBITRATOR SHALL APPLY CALIFORNIA LAW, WITHOUT REFERENCE TO
RULES OF CONFLICTS OF LAW OR RULES OF STATUTORY ARBITRATION, TO THE
RESOLUTION OF ANY DISPUTE. JUDGMENT ON THE AWARD RENDERED BY THE
ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.
NOTWITHSTANDING THE FOREGOING, THE PARTIES MAY APPLY TO ANY COURT OF
COMPETENT JURISDICTION FOR PRELIMINARY OR INTERIM EQUITABLE RELIEF, OR TO
COMPEL ARBITRATION IN ACCORDANCE WITH THIS PARAGRAPH, WITHOUT BREACH OF
THIS ARBITRATION PROVISION.
Distribution/Monetization Beyond Your Channel
18. Non-Exclusive Grant of Rights
From time to time, we may have distribution and monetization opportunities for your
Content outside of your Channel, including through other YouTube channels or platforms
outside of YouTube (collectively, "Platforms"). During the term of the Agreement and for
a period of 5 years thereafter, you agree to grant to Fullscreen the non-exclusive,
worldwide, and sublicensable right and license to display, use, distribute, modify, manage,
claim (through Content ID, descriptive search and other similar services), create
derivative works with (e.g., include in a compilation), monetize and collect revenues
resulting from, your Content (and associated metadata) on or through Platforms by means
of any and all media.
19. Financial Terms
As consideration for the use and monetization of your Content on or through the
Platforms, we will pay you your pro rata share of 50% of amounts we receive and
recognize, if any, from Platforms for use of your Content. Your pro rata share will be
reasonably calculated based on a variety of factors including the popularity of your
Content, the volume of Content that is included in any package, and the licensing fee
structure entered into with each respective Platform. Fullscreen will pay you your share of
amounts we receive in accordance with our standard payment terms.
IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the
Effective Date set forth above. This Agreement may be signed in counterparts and via facsimile
or digital means, including electronic signatures.
Fullscreen, Inc.
By:
Its: Authorized Signatory
Date: Jun 23, 2014
Partner
By: {{full_name_es_:signer1:readonly}}
{{_es_:signer1:signatureblock}}
Date: Jun 23, 2014
Signature:
Email:
David Paul Claudiu
David Paul Claudiu (Jun 23, 2014)
davidpaulclaudiu@gmail.com