Solo lectura
Date: Fri Jul 12 2013
Name: Aneury Feliz
Dear : Aneury Feliz
Welcome to Maker Studios YouTube Network, D.B.A. RPM Network (the "Maker Network" or "Maker"). Maker is excited to help Aneury Feliz ("you") grow views and revenue in connection with videos on your YouTube channel(s) ("Your Video Content"). Those channel(s) are:
NoticieroRD
plus any other YouTube channels created, owned, or controlled by you (or any third party and primarily featuring you) during the term of this agreement (collectively, "Your Channels") by bringing them into the Maker Network. This letter agreement lays out the binding terms between you and Maker -- the "Starting Date" Fri Jul 12 2013.
To the extent that you have a pre-existing agreement with Maker regarding the exploitation of Your Video Content on Your Channels, this agreement terminates and supersedes the pre-existing agreement, provided that any agreement, addendum or amendment pertaining to merchandise, music, promotion, etc. (collectively, "Addendums"), shall not be affected. For clarity, Addendums shall be deemed as if executed in conjunction with this agreement. Notwithstanding the foregoing, any unrecouped balance owed by you to Maker under any pre-existing agreement shall apply in full force and effect to this agreement.
Please note that this agreement contains provisions that govern the resolution of claims between Maker and you. Please see Section 15 for complete details.
1. What Maker Does for You. Until this agreement terminates, Maker will use reasonable efforts to:
a) move Your Channels into the Maker Network to take advantage of our Google AdSense and YouTube direct sales advertising revenue opportunities;
b) make Your Video Content eligible for the advertising we sell;
c) make Your Video Content eligible for syndication opportunities we secure;
d) provide access to our partner community & support services (such services may include offering guidance with technical issues relating to YouTube functionality, tips and tricks for content development, and collaboration opportunities); and
e) give you reasonable access to a royalty-free music library for use in your videos.
2. What You Do for Maker. Until this agreement terminates, you grant Maker each of the following rights:
a) exclusive right to sell and manage all advertising inventory related to Your Video Content on YouTube, or any subsequent platforms that Your Video Content is syndicated or licensed to pursuant to Section 2(c) below;
b) exclusive right to sell brand integration into Your Video Content (i.e., wearing something in, or putting a product into, a video) on Your Channels, subject to your written approval in each instance, except that you or your representatives (but no other third party multi-channel YouTube network representations) may also find and sign your own brand integration deals (you keep all the money from deals you find and sign);
c) exclusive license to syndicate (with the right to sublicense) Your Video Content in any manner across any digital platform, format or communications medium throughout the universe, subject to the limitations set forth in Section 9;
d) a non-exclusive, transferable, worldwide, royalty-free license to use your name, image, voice and likeness in connection with syndicating or promoting Your Video Content, the Maker Network, individual channels on the Maker Network and/or Your Channels; and
e) a non-exclusive, transferable, worldwide, royalty-free license to display your trademarks and logos in connection with syndicating or promoting Your Video Content, the Maker Network, individual channels on the Maker Network and/or Your Channels.
3. What You Do for You. Until this agreement terminates, you will do your best to generate content regularly and promote Your Video Content and Your Channels through the use of your social media accounts (i.e., posting hyperlinks to Your Channels on Facebook or Google+, Tweeting them out, interacting with fans, etc.).
4. What You Tell YouTube. You will notify YouTube (based on their rules) that until this agreement terminates, all Your Channels are part of the Maker Network, and all payments from YouTube for the commercialization of Your Channels should be sent directly to Maker.
5. Getting Paid.
a) Video Content Revenue. Maker will pay you, subject to the provisions set forth in Section 6 below, 60% of the aggregate of: (i) all YouTube Revenue; (ii) Maker Sold Advertising Revenue; and (iii) Syndication Revenue (as each term is defined in Section 5(b) below).
b) Revenue Definitions. "YouTube Revenue" means the sum of all money Maker actually receives from YouTube and/or Google for Google AdSense revenue, YouTube advertising revenue, and other Google revenue received by Maker and directly related to Your Video Content as applicable to Section 5(a) above. "Maker Sold Advertising Revenue" means the sum of all money received by Maker from the sale of advertising by Maker personnel or any third parties other than YouTube and/or Google, in connection with Your Video Content."Syndication Revenue" means the sum revenue received by Maker from the license, sublicense or syndication of Your Video Content. Notwithstanding the foregoing, for Maker Sold Advertising Revenue and Syndication Revenue, Maker reserves the right to deduct our actual out-of-pocket expenses for such sale or syndication, third party fees and/or expenses, if any, and a twenty percent (20%) Maker sales commission on the total (or gross) value of the sale or syndication. You and Maker agree that any Syndication Revenue generated from Video Content incorporating intellectual property of third parties, Maker reserves the right to pro-rate your share of such revenue and determine on what cost basis revenue is calculated (for example, as a license fee, share of subscription fee, fee per assets syndicated, fee per views, or fee per content asset submitted). For any such determination, Maker will report the cost basis used to calculate your share of revenue on your monthly accounting statement. Maker agrees that for any cost-basis determination, the same basis will be applied to all other revenue participants.
c) Brand Integration Revenue. Revenue generated from brand integration deals, as discussed in section 2(b) above, shall be shared between you and Maker on a mutually-agreed, case by case basis.
d) Advertising Control on Your Channels. Maker will have sole discretion to enable or disable any advertising or advertisement serving mechanisms in connection with Your Video Content and any interference by you will be a material breach of this agreement.
6. Stuff Our Finance Department Insisted On. Maker will send you your share of the money it receives within fifteen (15) days following the end of each calendar month that Maker receives it in. Notwithstanding the foregoing, you agree that Maker will not make any payment during any accounting period in which the amount payable is less than Fifty US Dollars ($50.00), provided that such outstanding amounts will be carried forward to each subsequent monthly accounting period until the accrued amount outstanding equals or exceeds Fifty US Dollars ($50.00), at which point it will be paid within fifteen (15) days following the end of that monthly accounting period. All accrued and outstanding amounts will be paid within fifteen (15) calendar days following the end of the monthly accounting period in which this agreement with Maker terminates. Additionally, Maker is under no obligation to remit any payments due to you until all financial payment documentation and tax forms are properly executed, received and approved by Maker's finance department. Notwithstanding the foregoing, Maker reserves the right to change its payment policies and procedures from time to time. Maker will provide you with notice prior to any such changes being implemented.
7. Full Transparency with Your Data. Maker knows that access to actual video view data and getting paid the right amount is really important to you. Maker will give you access to the official video view and Google AdSense revenue data for Your Channels unfiltered and straight from YouTube. Solely with respect to Maker Sold Advertising Revenue and Syndication Revenue, you will have the right to request an audit of Maker's files, records, and books of accounts by an independent accounting or auditing firm willing to sign Maker's Non-Disclosure Agreement for auditing purposes, once per year during the term of this agreement, and once per year following the expiration or termination of this agreement for the remaining Syndication Term (as defined below) ("Audit Right"). Your Audit Right shall be limited to information that is reasonably necessary to determine solely if Maker is in compliance with its payment obligations contained herein and shall be upon reasonable advance notice of at least twenty (20) business days. Maker will use commercially reasonable efforts to timely facilitate your audit request. If it is determined that Maker has failed to remit all amounts owed to you, then Maker will promptly pay any shortfall. In the event that the audit reveals an under payment of ten percent (10%) or more, in addition to paying you the shortfall, Maker will also reimburse you for all reasonable third party out-of-pocket costs related to such audit.
8. You Own and Control Content; Bad Boy Provision.
a) You own and/or have a valid license to exercise all rights necessary to exploit Your Channels and all Your Video Content on YouTube and on any digital platforms throughout the universe. Nevertheless, Maker shall have full authority to: (i) take down any content that violates any law or regulation (including rules or regulations established by YouTube or Google, or any digital platforms throughout the universe on which Your Video Content is licensed or syndicated to); (ii) Maker suspects may infringe upon anyone's intellectual property rights; or (iii) Maker believes could have a negative impact on its reputation or business ("Improper Content"). You also agree to comply with all rules or regulations established by YouTube or Google with respect to the YouTube media platform. If, after receiving one written warning from Maker, you continue to post Improper Content to Your Channels or fail to comply with other YouTube or Google rules and regulations, Maker may, at its sole discretion, immediately terminate this agreement.
b) Notwithstanding the above, you may be offered the opportunity to guest-star in a video to be featured on one of the Maker Network "hub" channels or another channel (any such videos, a "Guest-Star Video"). If you decide to appear in a Guest Star Video, you agree that, unless otherwise agreed to by you and Maker in writing, you will not receive any compensation for your appearance in such Guest-Star Video. You also grant Maker an irrevocable, universal, royalty-free license to use your name, likeness, actions, appearance, and biographical materials in any and all media now known or hereafter devised in connection with any and all broadcasting, syndicating, telecasting, distributing, transmitting, advertising or any other commercialization or use of such Guest-Star Video across any platform, format or communications medium now known or hereafter devised. This provision shall survive termination of this agreement.
9. Syndication of Video Content. Any syndication or license involving Your Video Content during the term of this agreement shall not be longer than five (5) years ("Syndication Term"). In light of the rights granted to Maker in Section 2(c) above, you also grant Maker an irrevocable, worldwide, royalty-free license to and the rights to sublicense the use your name, likeness, actions, appearance, and biographical materials in any and all media now known or hereafter devised in connection with the syndication of the Video Content, which includes but is not limited to broadcasting, telecasting, distributing, transmitting, advertising, or any other commercialization across any platform, format, or communications medium now known or hereafter devised.
10. Terminating this Agreement. The initial term of this agreement shall be 1 year from the Starting Date, subject to earlier termination as set forth herein. This agreement shall automatically renew for successive 1 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 either party commits a material breach and does not cure that breach within fifteen (15) days of receiving written notice of the breach, then the other party can terminate the agreement at any time. Maker will take all reasonable steps to return control of Your Channels as soon as reasonably possible following the termination of this agreement, including notifying YouTube to remove Your Channels from the Maker Network. The rights in Sections 10 will survive termination until all then-existing Syndication Terms terminate or expire.
11. Giving Maker Your Word. You represent and warrant that: (i) you are the owner of all rights related to all content displayed on Your Channels, (ii) you have the right and power to license and/or sell such content, (iii) neither such content nor your use of Your Channels infringes upon the rights of any third party, and (iv) 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.
12. Backing Up Your Word. You agree to indemnify and hold Maker, its 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. This provision survives termination of this agreement.
13. Limitation of Liability. MAKER 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.
14. Giving Notice and Making Changes. Any notice to Maker must be in writing and delivered to our corporate headquarters at PO Box 515381 #74555, Los Angeles, CA 90051-6681, Attn: Finance. Any notice to you will be delivered at the address listed above. Either party may change its address for notice by giving notice to the other party given in accordance with this section. This agreement represents the entire agreement between Maker 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 the parties. Neither this agreement nor any rights under this agreement may be assigned or otherwise transferred by you without Maker's prior written consent. This agreement may only be amended with the mutual written consent of the parties.
15. Other Stuff the Lawyers Insisted On. 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. The official language of this agreement is English, and the official version of the agreement is the English version. Although this agreement may be translated into other languages for informational purposes only, you expressly agree that any such translated version shall be superseded in all respects by the official English version of this agreement. Nothing in this agreement shall be deemed to create an employer-employee relationship. You agree not to make any disparaging or otherwise harmful statements regarding the reputation, good will or commercial interests of Maker, its employees and/or talent; provided that statements that are complete and a good faith response to any question, inquiry or request for information relating to a legal proceeding shall not violate this provision. All headings or section titles are for illustrative purposes only and are not meant to influence the interpretation of a particular section or clause. This agreement is governed by the laws of the State of California, without regard to any conflicts of law rules. All disputes and controversies arising out of or related to this agreement in any way, including disputes about the validity, scope, or enforceability of this arbitration provision, but excluding allegations of breach of Section 11, which will be exclusively resolved by federal courts located in Los Angeles, California (collectively, "Covered Disputes") will be settled by binding arbitration in Los Angeles County in the State of California administered by the American Arbitration Association under its then-effective Commercial Arbitration Rules. YOU AND MAKER AGREE TO GIVE UP ANY RIGHT TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, ALSO MAY BE UNAVAILABLE OR LIMITED IN ARBITRATION. Prior to initiating any arbitration, the initiating party will give the other party at least 60 days' advanced written notice, in accordance to Section 14 above, of its intent to file for arbitration (including a reasonably detailed summary of the basis for the arbitration) and will use good faith efforts, during such period, to settle amicably by mutual discussions any such dispute. Failing such amicable settlement and expiration of the notice period, either party may initiate arbitration. Except as otherwise provided herein, the arbitrator will have the power to grant whatever relief would be available in court under law or in equity and any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. Any failure of the arbitrator to apply applicable law and the provisions of this agreement will be deemed an excess of arbitral authority and grounds for judicial review. Neither party is entitled to arbitrate any Covered Disputes as a class, in a representative, nor private attorney action, and the arbitrator(s) will have no authority to proceed on a class, representative or private attorney general basis. If any provision of the agreement to arbitrate in this paragraph is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced (but in no case will there be a class, representative or private attorney general arbitration). Regardless of any statute or law to the contrary, notice on any claim arising from or related to this agreement must be made within one year after such claim arose or be forever barred. For purposes of this paragraph, this agreement and related transactions will be subject to and governed by the Federal Arbitration Act, 9 U.S.C. sec. 1-16.
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.
If you'd like to unsubscribe and stop receiving these emails click here.