YouSat Pack Program & Revenue Share Agreement
This YouSat Pack Program and Revenue Share Agreement (this “Agreement”) is intended to facilitate you as a participant of the YouSat Pack Program (“Creator,” “you” or “your”) uploading your content (the “Content”) to https://yousat.tv to be aired on a satellite channel (the “Channel”) managed by YouSat Corp., a Delaware Corporation (“YouSat,” “we,” “our” or “us”). Pursuant to this Agreement, you will grant certain exclusive rights in the Content to YouSat in exchange for a share of advertising revenues. This Agreement sets forth the mutually agreed terms and conditions by and between and you and YouSat with respect to this purpose.
The Agreement’s terms will apply to your participation in the YouSat Pack Program (the “Program”), in addition to the YouSat Terms and Conditions available at https://yousat.tv/en/Policy/ (the “YouSat Terms”) which will also apply. (The YouSat Terms may be updated from time to time and are incorporated herein by reference). Please read the terms of this Agreement carefully. By clicking “Accept,” you agree to the terms and conditions in this Agreement. If you do not understand or accept any part of this Agreement, you should not upload the Content for participation in the Program.
Creator is the owner of the Content and is also the producer, creator, or authorized licensee of content that appears therein. Creator desires, in exchange for the fees payable to Creator pursuant to Section 3 herein, for the Content to be exclusive to the Channel. YouSat shall have the exclusive right to sell advertising on the Content and to collect any and all revenue generated from such Content, all as set forth in greater detail below.
2. Payments to Creator
2.1. Subject to Creator’s compliance with the terms and conditions of this Agreement (and provided that Creator is not a consultant, affiliate or employee of YouSat), for each piece of video content that is aired on the Channel, Creator shall be entitled to receive from YouSat:
i. 60 percent of the net revenue received by YouSat from advertisers that specifically request to advertise during Creator’s video broadcast; and
ii. A pro rata share of 60% of the net advertising revenue for advertising purchased during a “YouTimes” segment airing multiple Creator’s content, split between parties whose content airs during the same segment.
2.2. YouSat shall pay Creator any fees owed hereunder within ninety (90) days following YouSat’s receipt of payment from advertisers. Payments to Creator shall be made by Bank transfer, Paypal or Western Union, or as otherwise agreed between the parties at YouSat’s election; to an account that Creator specifies and may, at YouSat’s election, be combined with any other payments that may be owed to Creator.
2.3. YouSat is permitted to deduct or withhold any amounts that would otherwise be owed that it determines or reasonably suspects in its sole discretion to have resulted from: (i) Action Fraud (as defined in the section titled “Action Fraud” below), including without limitation through any clicks originating from Creator’s IP addresses or computers under Creator’s control, solicited by payment of money, false representation or request for end users to click on Ads, or (ii) fraudulent, misleading or false activities or activities that YouSat believe to be fraudulent or misleading or violative of either of their respective terms of service, guidelines, rules, or privacy policies. YouSat reserves the right to withhold or deduct payment, if applicable, pending YouSat’s reasonable investigation of any of the foregoing or any breach of this Agreement by Creator.
Other than the rights granted herein, Creator shall retain full control and ownership of, and absolute liability for the Content. This includes creation, procurement, and uploading of any and all Content. Notwithstanding the foregoing, YouSat shall have the absolute right to require Creator to remove content immediately upon any notice of copyright violation, or violation of any party’s rights, or concern thereof. Any video content or other content (live streaming, text, annotations, or otherwise) that is in violation of the terms of this agreement or violates any laws, rules or regulations, including the YouSat Terms or any other YouSat rules, policies or other YouSat business interests, shall also be removed immediately upon request. Creator shall not use annotations or other similar features in a manner that would conflict or interfere with YouSat’s promotional or sales efforts and ongoing advertising campaigns.
4. Right to Sell or Auction Advertiser Spots
4.1. YouSat will have the right, throughout the Term of this Agreement, to represent, sell, and manage any ad inventory on the Creator Content, including any ad sales against content contained therein, inclusion of advertising by YouSat, advertising that may be included as part of live-streaming content, or that YouSat may devise. YouSat will collect all revenues generated from its work with advertisers (including, for example, through Ad Sense, Video Ad Sense, or sales by any other party through YouSat), and then make payments to Creator in accordance with this Agreement.
5. Action Fraud
Creator will not, and will not enable, allow or authorize any party to, directly or indirectly, generate automated, fraudulent or otherwise invalid advertising actions. If, in YouSat’s reasonable business judgment, activity related to Content is suspected or determined to be so-called “action fraud,” “click fraud” or “impression fraud,” or fraud of any other kind, whether in any automated or human way, by the use of a person, an automated script or a computer program (for example, online robots or “bots”) to click on an any form of response mechanism, annotation or advertising unit, or any other fraudulent means, to increase impressions, skew results or imitate a legitimate user of a web browser, for example, by clicking on an ad unit for the purpose of generating an improper click value and generating revenue (collectively, “Action Fraud”), YouSat may withhold any payments owed and may terminate this Agreement retroactively and permanently, or until such time as the matter is resolved to YouSat’s satisfaction.
6. Copyright Infringement.
Creator will not, and will not enable, allow or authorize any party to, directly or indirectly, upload Content that infringes on any copyrighted works of another company or individual. If Content is suspected or determined to be infringing, YouSat may withhold any payments otherwise owed and have the right to terminate this Agreement retroactively and permanently, or until such time as the matter is resolved to YouSat’s satisfaction.
7. Access to Creator’s/Reporting to Creator
Creator shall provide YouSat with all necessary access and controls to its applicable YouSat account(s) to become part of the Program, including for example in YouSat’s “CMS” or content management system or any other content management system that YouSat may use. This access shall be limited only to YouSat employees or contractors on a need-to-know or need-to-use basis, and shall only be used for purposes necessary to further the subject matter of this Agreement (i.e., to monitor traffic, views, prepare reports, check Ad Sense numbers, etc.). YouSat agrees to provide Creator with a true and correct version of the most then-current report YouSat receives with respect to Content related advertising revenue, on no less than a monthly basis or as available to YouSat. In addition, Creator reserves the right to confirm the accuracy of the YouSat report directly with YouSat provided such informational requests are conducted through and in coordination with YouSat and limited to no more than one time per year.
8.1. This agreement is valid for a 24-month period from the point of YouSat’s approval. The agreement will further extend by 24 months at the end of the contract period if not canceled by the Creator during this initial term.
8.2. At any time either party may terminate this Agreement with 30 days written notice for any reason or no reason. Upon any such termination, neither party will have any further obligation, rights or duties to the other party, except: that any undisputed payments owed by YouSat to Talent prior to the date of termination will still be deemed payable in the manner provided in Section 3 above.
9. Rights & Grants
Creator hereby acknowledges that it will not upload any content eligible for the Program to any other content platform or streaming service, or otherwise publish the Content. Creator additionally grants YouSat any and all necessary rights and licenses it may need to perform in accordance with the terms of this Agreement, including for example the right to use her/his/its name, likeness, and logo, registered marks if any, names of online properties, etc., and to represent YouSat as representative of any ad inventory/ad units/sales opportunities for the Content as set forth herein. Notwithstanding anything to the contrary herein, Creator reserves all rights not granted herein, including the right to monetize Creator’s intellectual property outside the scope of this Agreement.
10. Independent Responsibilities
Each party agrees that it will be fully responsible and liable for its own Content and any and all third party claims that may arise from its properties, sites, and content. This Agreement confers no ownership or control and does not constitute a ‘partnership’ or ‘joint venture’ within the legal/corporate meanings of those terms. The parties remain independent of each other and maintain their liabilities as their own.
11. Limited Confidentiality
Each party and its affiliates understand and acknowledge that no confidentiality attaches to the existence of and terms of this Agreement. However, from time to time during the performance of this Agreement Creator may receive certain information from YouSat marked confidential or that is by its nature proprietary and confidential. Creator and its affiliates shall not disclose that information to any third party or to any employees, contractors, collaborators, vendors, consultants or affiliates of Creator without YouSat’s express written consent, other than those who have an actual need to know such information in order to perform their duties. The parties acknowledge and agree that this Agreement may be made publicly available or available to third-parties.
12. Representations and Warranties; Covenants
Creator represents, warrants and agrees that: (a) it has the full right and power to make and perform this Agreement without the consent of any third party; (b) it has any and all necessary rights or clearances it may need in connection with the Content (to the extent it would be necessary for the specific use, i.e., broadcast on a YouSat Channel); (c) that YouSat’s use of, and sale of advertising as set forth herein 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) that Creator will not include in any Content materials that would violate any laws, rules or regulations, including YouSat’s general rules, terms and/or policies.
13. Indemnity; Limitation on Liability
13.1.Indemnity. Creator hereby agrees to indemnify and hold harmless YouSat, its shareholders, its affiliates, officers, directors, employees, agents, successors, licensees and assigns, from and against any and all causes of action, claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) (collectively, “Claims”) arising out of any breach by Creator of any of the obligations, agreements, representations and/or warranties made hereunder or Creator’s negligence or willful misconduct.
13.2.Except with respect to breaches of Section 12 (Confidentiality), indemnification payments owed to third parties, fraud, gross negligence or willful misconduct, YouSat shall not be liable to Creator for amounts in excess of payments by YouSat to Creator under this Agreement in the six month period prior to the first asserted breach of the Agreement by YouSat or accrual of cause of action. YouSat shall not be liable to Creator for special, consequential or incidental damages or for lost profits.
Creator may not assign this Agreement without the prior written permission of YouSat party.
15.1.This Agreement shall not render the Creator an employee, partner, agent of, or joint venturer with the Company for any purpose. The Creator is and will remain an independent contractor in relationship to YouSat. YouSat shall not be responsible for withholding taxes with respect to the Creator’s compensation hereunder. The Creator shall have no claim against the YouSat hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Creator’s representatives and all personnel supplied directly by Creator shall be deemed employees or subcontractors of Creator and will not be considered employees, agents or subcontractors of YouSat for any purpose whatsoever.
15.2.CHOICE OF LAW AND ARBITRATION. This Agreement shall be construed under, and governed by, the laws New York. All disputes arising out of, concerning, or in any way related to this Agreement shall be resolved by arbitration through the American Arbitration under its Commercial Rules. Notwithstanding the foregoing, neither party shall be prevented from initiating litigation in aid of arbitration or to confirm or vacate an arbitration award rendered hereunder. Moreover, Creator acknowledges that YouSat may bring an action in the State or Federal Courts of New York State within New York or Kings County or the Southern or Eastern Districts of New York if it reasonably concludes it is at risk of irreparable harm or that an injunction is otherwise necessary to preserve its rights under this Agreement. Creator agrees to submit to the jurisdiction of the State or Federal Courts of New York State within New York or Kings County or the Southern or Eastern Districts of New York and consent to venue within those courts in the event of any litigation hereunder. The foregoing provisions shall not restrict YouSat in its choice of forum or venue of any litigation brought hereunder.
15.3.Counterparts. For the convenience of the parties, the parties may execute any number of counterparts of this Agreement hereto. Each such counterpart shall be deemed to be an original instrument but all such counterparts taken together shall constitute one and the same Agreement. Notice shall be in writing via e-mail or fax, and federal express overnight delivery, or other such overnight courier and shall be deemed given as of the date of such delivery.
15.4.Entire Agreement. If the foregoing correctly sets forth the complete understanding and agreement between Creator and YouSat, and shall constitute the best evidence of the intentions of the parties to the Agreement. Creator has not relied on any statements, promises, or undertakings outside of this Agreement in entering into this Agreement. Creator understands and acknowledges that by signing this Agreement, it is entering into a binding agreement with YouSat as of the Effective Date and that this Agreement supersedes any and all prior written or oral agreements between the parties in connection with the subject matter hereof. This Agreement may not be modified or amended except in writing signed by the parties hereto.
15.5.Severability. If any provision or clause of this Agreement or compliance by any of the parties with any provision of this Agreement constitutes a violation of any law, or is or becomes unenforceable or void, then such provision shall be deemed modified to the extent necessary so that it is no longer unenforceable.