YOUTUBE MCN AGREEMENT SUBSCRIPTION TERMS
This Agreement (the "Agreement") is entered into by and between VS GLOBAL LEADERS FACTORY S.L.U. organized under the laws of Spain, with its principal place of business located at c/ Enric Morera 5, Bx 08902, L’Hospitalet del Llobregat, Barcelona, Spain (“Distromotion”), and You (the “Content Creator”).
Distromotion has entered into Service Agreement with Third parties, for the provision of multimedia digital distribution content on various digital music services (DMS), namely the “YouTube Multi-Channel Network (MCN) service”.Distromotion agrees to manage the Content Creator’s presence on YouTube, and to distribute and monetize its contents on this platform (“the provision of the Service” or the “Youtube MCN service”).
Content Creator acknowledges that the Distromotion’s use of the YouTube MCN service under this Agreement is subject to the terms and conditions established by YouTube for MCNs and their affiliated content creators. Content Creator agrees to comply with such terms and conditions applicable to content creators, including any amendments made by YouTube during the term of this Agreement.
Contents
1. APPOINTMENT1
2. DUTIES OF DISTROMOTION2
3. COMPENSATION2
4. LIABILITY3
5. DATA PRIVACY3
6. TERM AND TERMINATION3
7. LINKS To Other Web Sites4
8. CHANGES4
9. USER CONTENT4
10. COPYRIGHT AND OTHER INTELLECTUAL PROPERTY5
11. ASSIGNMENT RIGHTS5
12. GOVERNING LAW5
13. DISPUTE RESOLUTION5
14. ENTIRE AGREEMENT6
15. INDEPENDENT CONTRACTOR6
16. NOTICES6
1. APPOINTMENT
1.1. Content Creator hereby appoints Distromotion for the provision of the Youtube MCN service, worldwide to the maximum extent permitted by the Law, as well giving the right to Distromotion to distribute to the Content Creator any monies it obtains from the sales of its contents in Youtube. Content Creator authorizes Distromotion to use third party services to handle the money income related to the offered services. Any monies collected will be reported to Content Creator monthly, quarterly, semiannually, or annually depending on the Distromotion reports timing. Exclusive means Content Creator agrees not to engage, authorize, or permit any other party or agent to manage, promote or represent its contents and all the copyrights of each content covered by these Terms. Content Creator represents and warrants that he/she has the full legal right and authority to grant this exclusivity to Distromotion, and that there are no existing agreements or understandings with any third party within the scope of this Agreement.
1.2. The Content Creator acknowledges and accepts that all contents uploaded through its account in Distromotion’s platform are considered to be submitted for management with the third-party providing the MCN service, that may be selected at any time at Distromotion’s sole discretion, and thus automatically covered by this Agreement under an exclusive basis. Should you decide to revoke, totally or partially, the rights granted to Distromotion under this Agreement and subject to the termination provision (clause 6), you commit to directly inform the third-party providing in due time and manner and carry out the required steps in order to de-register the content(s) from their platform. The Content Creator shall assume full responsibility for any and all consequences arising from such de-registration. Our Terms of Service incorporate Third Parties’ End User Agreement, which you accept in its integrity by using our Service. Therefore, ‘Terms of Use’ as used in this agreement may refer and comprise the Third Parties’ End User Agreement. You can consult the list of third parties relevant to You by sending an email to Distromotion: [email protected]
1.3. The Content Creator acknowledges that he/she may have the option to acquire other associated products and services that may be offered from time to time by Distromotion only to Content Creators under this Agreement, i.e. Youtube Verification, Youtube VEVO Channel creation, among others. The terms and conditions governing the acquisition of such additional products and services shall be outlined separately and shall not alter the terms of this agreement unless expressly stated otherwise.
1.4. The Content Creator represents and warrants it is the sole or majority owner of the Channel(s) and Content, owns or has active license to the requisite copyrights, or produces works that are unambiguously fair use. The Content Creator grants Distromotion a non-exclusive, transferable, worldwide, royalty-free license to use the Content Creator’s name, image, likeness, trademarks, and logos in connection with promoting Distromotion, the Content Creator its Channel(s) and Content.
2. DUTIES OF DISTROMOTION
Upon request by the CONTENT CREATOR, Distromotion shall perform the following tasks:
2.1 Aggregation, storage, management, encryption and export of end-user content,storage, management, encoding and export of end-user content (including metadata, etc.) to Youtube (including metadata, etc.).
2.2 Collection and Management of the monies / revenues generated by the content of the CONTENT CREATOR and remit the amounts due under this agreement (clause 3) less applicable withholding taxes and fees to the Content Creator (Net amount).
2.3 On-demand, update, and removal of CONTENT CREATOR content and CONTENT CREATOR metadata in Youtube.
2.4 Provision of these services using Distromotion’s brand
2.5 Quality Control (QC) directly by Distromotion.
2.6 Make representations, submit evidence, and agree settlements or other positions in respect of the rights owned or controlled by the CONTENT CREATOR in the sound recordings or contents referred to above, in accordance with instructions received by the CONTENT CREATOR.
2.7 Any additional tasks required for the proper execution of the duties shall be deemed covered under the terms of this agreement.
3. COMPENSATION
3.1. Distromotion is authorized to receive a commission equivalent to twenty per cent (20%) of the net income revenues for the sales of the content for the Youtube MCN service provided according to the terms and conditions of this Agreement and the conditions set forth in the Service Agreement involving DMS.
3.2. Distromotion reserves the right to apply and deduct up to an additional twenty per cent (20%) of the net income revenues for the sales obtained for administrative fees and other related expenses, including but not limited to the management and maintenance of the files of the CONTENT CREATOR within the Distromotion’s platform. Such deductions shall be made in accordance with the terms outlined in this Agreement and the CONTENT CREATOR acknowledge and agrees to such deduction by subscribing to this Agreement.
3.3. The CONTENT CREATOR may, at any time, request a withdrawal of the available balance from their account (“Withdrawal”). All Withdrawal requests shall be submitted through Distromotion’s online platform, which details the process for such requests, including, but not limited to, verification steps, minimum and maximum withdrawal amounts, and processing times. Upon receiving a valid Withdrawal request from the CONTENT CREATOR, Distromotion shall process the payout (“Payout”) without delay from the day of request. Distromotion reserves the right to conduct any necessary procedure before processing any Withdrawal request, in accordance with regulatory requirements and to prevent fraudulent activities. Payouts will be made through the payment methods available and listed on the Distromotion’s platform. The CONTENT CREATOR is responsible for selecting a payment method and ensuring that all the information related to the chosen payment method is accurate and up to date. Distromotion is not liable for Payouts sent to incorrect or outdated payment details provided by the CONTENT CREATOR. All Payouts will be made in the currency specified on the Distromotion’s platform. The CONTENT CREATOR acknowledges that Withdrawals are subject to fees as detailed on Distromotion’s platform. Such fees shall be deducted from the Withdrawal amount before the Payout is made.
3.4. Distromotion reserves the right to apply and deduct an additional customized per cent case by case whenever the CONTENT CREATOR is using any additional services. DistroMotion will be entitled and not limited to any compensations for channels owned by Distromotion which the CONTENT CREATOR may be managing time to time. Distromotion will be entitled to stop bringing any additional and customized services at anytime. Moreover any customized and additional services provided by Distromotion to the CONTENT CREATOR will still be binded to the terms of this agreement.
3.5. CONTENT CREATOR is aknowledged and accepts that Distromotion may deduct fees from any amounts recieved before any payment to compensate other costs in relation to the service provided to the CONTENT CREATOR, as well than payout system fees, third party related costs, comissions or any other.
4. LIABILITY
4.1. The CONTENT CREATOR further acknowledges that Distromotion is not responsible for, and shall not be held liable for, any misconduct, negligence, contractual breach, or any other wrongful acts or omissions committed by the service provider(s). CONTENT CREATOR agrees to indemnify and hold Distromotion harmless from any claims, losses, damages, liabilities, costs, and expenses (including but not limited to attorneys' fees) (i) arising from or related to any acts or omissions of the service provider(s); (ii) incurred in connection with any third party claim based upon or otherwise arising out of Distromotion’s or third-party service provider authorized use of the Content, (iii) arising out of any breach by CONTENT CREATOR of any of the obligations, agreements, representations and/or warranties made hereunder and (iv) by CONTENT CREATOR’s negligence or willful misconduct. The CONTENT CREATOR understands that Distromotion does not provide warranties or guarantees concerning the performance, quality, or outcomes of the services rendered by the service provider(s). Any disputes or legal proceedings that arise due to the services provided shall be directed to and dealt with directly with the service provider(s) involved. This clause shall survive the termination of the agreement and shall remain in full force and effect to the extent necessary to protect Distromotion from liability for the service provider(s)' actions.
4.2. Neither party shall be liable to the other for any indirect, special, incidental, or consequential damages arising out of this Agreement.
4.3. By accepting these terms, the CONTENT CREATOR essentially assumes and commits that its content does not contain any material that is defamatory, racist, obscene, illegal, or infringes the rights of a third party or the terms and conditions. Rules and Policies, established by YouTube for their affiliated content creators.
4.4. Indemnification: Each party agrees to indemnify and hold harmless the other party from any claims, losses, damages, and liabilities arising out of its breach of this Agreement or its negligent or willful misconduct.
4.5. The CONTENT CREATOR must follow Distromotion instructions whenever are requested by Distromotion to keep a good workflow and the CONTENT CREATOR has to follow these instructions.
5. DATA PRIVACY
5.1. Compliance with Laws: Both parties shall comply with all applicable data protection and privacy laws and regulations, including but not limited to the General Data Protection Regulation (GDPR).
5.2. Data Protection: Distromotion shall ensure that any personal data obtained during the course of its duties under this Agreement is kept secure and not disclosed for other reasons than those necessary to perform its duties in this Agreement.
6. TERM AND TERMINATION
6.1. This Agreement shall commence with the confirmation of the subscription by Distromotion and shall continue for a minimum initial period of twelve (12) months. This agreement shall be automatically renewed for successive periods of (12) months, unless terminated by the CONTENT CREATOR with not later than ninety (90) days written notice.
6.2. Following this minimum notice period, all processes related to the contracted service must be conclusively resolved before the termination can be finalized.
6.3. Either Party (non-breaching Party) shall have the right to immediately terminate this Agreement if the other Party violates any of the provisions of this Agreement
6.4. Notwithstanding the termination of this Agreement, whether by expiration, mutual agreement, or otherwise – Distromotion may terminate this Agreement at any time at its sole discretion -, it is hereby understood and agreed by both the CONTENT CREATOR and Distromotion that any financial obligations incurred by either party prior to the effective date of termination shall survive such termination. The CONTENT CREATOR shall be required to fulfill any payment obligations for services rendered or costs incurred by Distromotion before the termination became effective.
6.5. Any payments due to Distromotion for transactions completed or actions taken under the terms of this Agreement prior to its termination shall be payable in full according to the payment terms previously agreed upon in this Agreement. Termination of this Agreement for any reason shall not relieve the CONTENT CREATOR of the obligation to pay any fees owed to Distromotion which are unpaid at the time of such termination and any other amounts accrued but not yet paid as of the date of termination. In the event CONTENT CREATOR breaches any of its contractual obligations under this Agreement, Distromotion shall be entitled to retain all net revenues to the CONTENT CREATOR, including those that have or may accrue, as an advance for the damages or any other expenses caused to Distromotion. Those terms of the Agreement intended by their nature to survive upon the termination of the Agreement shall survive and remain effective even after the termination of the Agreement.
6.6. This clause shall survive the termination of the Agreement and remain in effect until all outstanding payments have been made in full, thereby satisfying all accrued financial responsibilities between the parties hereto.
7. LINKS To Other Web Sites
7.1. Our Service may contain links to 3rd party web sites or services that are not owned or controlled by Distromotion.
7.2. Distromotion. has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that Distromotion shall not be responsible or liable, directly, or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.
7.3. We strongly advise you to read the terms and conditions and privacy policies of any 3rd party web sites or services that you visit.
8. CHANGES
8.1. We reserve the right to add, suppress and modify at any time any exclusive functionalities of the service that You may benefit as a Content Creator under this Agreement.
8.2. We reserve the right, at our sole discretion, to modify or replace these Terms at any time. What constitutes a material change will be determined at our sole discretion.
8.2. By continuing to access or use our Service after those revisions become effective, the CONTENT CREATOR agrees to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.
8.3. The CONTENT CREATOR acknowledges and agrees that, for the effective provision of the service by Distromotion the involvement and dependency on third parties is necessary. In this regard, the client acknowledges and agrees that the terms and conditions of this contract may be modified in the event that such third parties modify their own terms or conditions of service, provided that such modifications are necessary to ensure the proper functioning of the service provided. Distromotion undertakes to notify You of any relevant modifications to the terms of the agreement as a result of such changes by third parties, with the aim of ensuring the continuity and quality of the service provided.
9. USER CONTENT
9.1. The following relates to any and all data or files (“Content”, “User Content”) you upload or submit to us and/or third parties using the Service. You will retain full control and ownership of, and absolute liability, for the Content.
9.2. You grant Distromotion non-exclusive right, title, and interest in and to your Content as may be necessary to enable us to use and/or exploit your Content in accordance with your instructions (and only as part of and in accordance with the Service selected by you from time to time) without infringing the rights of any third-party as a result of doing so. For such purpose you grant us a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to use, store, display, reproduce, modify, create derivative works, perform, and distribute your Content on the Service solely for the purposes of operating, developing, providing, and marketing the Service.
9.3. Nothing in these Terms shall restrict other legal rights Distromotion may have to User Content, for example under other licenses. We reserve the right to remove or modify User Content for any reason, including User Content that we believe violates these Terms or our policies.
9.4. We retain User Content on the Service for as long as reasonably possible, however we cannot guarantee access or retrieval of that User Content by or for you at any given time and as such you are wholly responsible for retaining your own original User Content outside of the Service.
9.5. Following termination or deactivation of your account, or if you remove any User Content from the Service, we may retain your User Content for a commercially reasonable period of time for backup, archival, or audit purposes.
10. COPYRIGHT AND OTHER INTELLECTUAL PROPERTY
10.1. Save as expressly provided in these Terms neither you nor we shall acquire any right title or interest in or to the other’s intellectual property rights which shall remain vested in the party owning or controlling them.
10.2. You shall have sole and exclusive responsibility to the exclusion of us, licensees and customers for having obtained or obtaining all third-party consents and paying all fees in respect thereof to enable the use of the User Content which you grant via the Service.
10.3. With exception of your Content and original content that we are delivering to you in relation to a specific service you have requested us, you may download information from the Service for your own personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication, or commercial exploitation of downloaded material will be permitted without our express permission or that of the copyright owner. In the event of any permitted copying, redistribution or publication of copyright material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading copyright material.
10.4. Use of the Distromotion. logo and other associated trademarks is acceptable only with our express permission. Requests to use logos and other trademarks can be done through our contact section.
10.5. You acknowledge the importance of respecting the intellectual property rights of third parties. Should you become aware of any content accessible via the Services that may infringe upon the copyrights that you possess or have authority over, it is your responsibility to promptly inform us using the designated contact details listed herein (hereafter referred to as the "Notice").
10.6. Upon submission of the Notice, a duplicate will be dispatched to the individual or entity responsible for the availability of the allegedly infringing material. It is important to note that under relevant legal statutes, there may be consequences, including liability for damages, for any party that conveys a Notice containing false claims. Therefore, if there is uncertainty about whether the content accessible through the Services infringes upon your copyright, it is advisable to consult with legal counsel prior to submitting the Notice.
11. ASSIGNMENT RIGHTS
Distromotion reserves the right to assign, transfer, or delegate its rights and obligations under this agreement, including but not limited to instances of change of control, merger, acquisition, or sale of assets, to any third party, without the prior written consent of the CONTENT CREATOR. The CONTENT CREATOR agrees that such assignment, transfer, or delegation shall not relieve him/her of its obligations under this agreement.
12. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of Spain.
13. DISPUTE RESOLUTION
Any disputes arising out of this Agreement shall be resolved through the exclusive jurisdiction of the Courts of Barcelona (Spain).
14. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements between the parties.
15. INDEPENDENT CONTRACTOR
The Parties hereto are and shall remain independent contractors, and nothing herein shall be deemed to create an agency, partnership, employment relationship, or joint venture between the Parties hereto.
16. NOTICES
All notices under this Agreement shall be in writing and shall be deemed given when delivered personally or by overnight courier, or three days after being mailed by certified mail, postage prepaid, to the addresses of the parties set forth at the beginning of this Agreement or to such other address as either party may designate by notice to the other party.