1) DEFINITIONS; ORDER OF PRECEDENCE; UPDATES

1.1 “Submission”

Any video(s), clip(s), footage, audio-visual content, still frames extracted from video, captions, titles, descriptions, tags, metadata, and any other content or information you provide to Company (including account/profile information you provide for payout, contact, verification, or attribution).

1.2 “Clip”

Any portion of a Submission used by Company.

1.3 “Program Video”

Any audio-visual work created, distributed, published, displayed, performed, marketed, advertised, or monetized by Company that includes one or more Clips, including compilations, shorts, ads, trailers, promos, re-uploads, localized versions, derivatives, remixes, excerpts, and any other editorial form.

1.4 “Commercial Use”

Any exploitation for revenue, business value, or promotion, including advertising-supported distribution, sponsorships, licensing/sublicensing, syndication, subscriptions, paid distribution, brand integrations, promotional use, and any other monetization model.

1.5 “Platforms”

All channels Company uses, including social platforms, OTT/CTV, broadcast, websites, apps, marketplaces, and any media now known or later developed.

1.6 “Net Platform Revenue”

Revenue actually reported as earned and payable to Company by a Platform for a Program Video after the Platform’s deductions, adjustments, invalid-traffic reversals, refunds, withholding, and clawbacks.

1.7 “Sublicense Net Receipts”

The net amount actually received by Company from a third party specifically attributable to a license or sublicense of a Clip/Submission (or a bundle/collection including it), after deduction of any and all amounts Company reasonably incurs or pays in connection with sourcing, negotiating, contracting, administering, delivering, enforcing, collecting, processing, or servicing such license, including without limitation: sales commissions; broker/agent fees; distributor/marketplace fees; payment processing fees; currency conversion fees; refunds/chargebacks; taxes collected and remitted; delivery costs (if any); insurance (if any); legal fees/costs; accounting/administrative costs; fraud/verification costs; dispute/takedown costs; and collection costs. Company’s determination of Sublicense Net Receipts and deductions is final absent an arithmetic error.

1.8 “Third-Party Sublicense”

A license or sublicense granted by Company to a third party to use a Clip/Submission outside of Company’s Platform-published Program Videos (e.g., a brand, ad agency, publisher, broadcaster, production company, marketplace, or corporate buyer).

1.9 “Substantially Similar Substitute Version”

Any version derived from, captured from, or materially based on the same underlying footage as a Submission, including any re-export, re-edit, re-upload, crop, zoom, speed change, color/contrast change, stabilization, overlay, captioning, audio swap, re-encoding, compilation, or other modification intended (or reasonably likely) to substitute for or compete with Company’s exploitation of the Submission.

1.10 Order of Precedence

If there is a conflict, the following order controls:
(1) this Agreement;
(2) any signed or click-accepted exhibit/addendum expressly incorporated into this Agreement;
(3) Company’s posted program rules/policies referenced herein (only to the extent they do not conflict with this Agreement); and
(4) any other site terms.
For data handling, Section 11 and the Privacy Policy govern; for licensing/monetization rights, Sections 5–6 govern.

1.11 Updates to Terms

Company may update this Agreement from time to time for future participation (including future Submissions). Updated terms become effective on the date stated in the updated posting or notice (“Updated Effective Date”).

• Existing license unaffected: Company’s license rights for Submissions already received remain in force and are not reduced.

• No retroactive reduction of accrued payouts: Updates will not retroactively reduce compensation already accrued for reporting periods that ended before the Updated Effective Date.

• Acceptance: Submitting new Submissions after the Updated Effective Date or continuing participation after notice constitutes acceptance.

2) SUBMISSION STANDARDS, REJECTION, AND ZERO-TOLERANCE AI POLICY

2.1 Screening; Absolute Discretion

Company may review, accept, reject, remove, limit, suspend, or discontinue use of any Submission or Clip at any time for any reason, in Company’s sole discretion. Company has no obligation to publish, distribute, monetize, or continue using any Submission.

2.2 Prohibited Content (Non-Exhaustive)

Company may reject (and may later remove) any Submission that Company determines may create legal, brand, safety, reputational, operational, or Platform risk, including content that contains or appears to contain:

• Third-party copyrighted material not fully cleared for commercial exploitation (e.g., popular music; TV/movies; sports broadcasts; gameplay footage where rights are not cleared; other creators’ clips; copyrighted photos/art as the primary subject).

• Privacy/publicity risk: identifiable people without releases; private locations; doxxing; medical/financial information; harassment; stalking.

• Minors where releases/parental consent are required or where the content creates heightened safety/exploitation risk (Company’s determination controls).

• Illegal activity, dangerous acts, hate/harassment, explicit sexual content, non-consensual content, self-harm content, or anything violating Platform rules.

• Fraudulent, staged, misleading, or stolen submissions; impersonation; false source claims.

2.3 ZERO-TOLERANCE AI / SYNTHETIC / MANIPULATED MEDIA (STRICT)

AI-generated, AI-edited, AI-enhanced, or synthetic content is prohibited, including without limitation: text-to-video, image-to-video, generative fill, style transfer, AI restoration, AI upscaling that materially alters details, frame interpolation used to fabricate motion/frames, AI object removal/addition, AI background replacement, AI face/body replacement, deepfakes, voice cloning, synthetic narration, or any technique that materially changes authenticity.

• Creator Certification: Each Submission is authentic, originally captured footage and is not AI-generated or materially AI-altered.

• Verification Demand: Company may require proof at any time (original/raw files, device/source metadata, file history, project files, or other evidence). Failure to provide verification is a breach.

• Material Breach & Remedies: Any AI/synthetic/manipulated Submission is a material breach. Company may: permanently ban Creator; remove content; void unpaid compensation and bonuses tied to the breach; require reimbursement for reasonable investigation/takedown/dispute/legal costs; and pursue all other remedies (including injunctive relief).

2.4 Automated Tools

Company may use automated tools (including AI-based detection and moderation) to screen Submissions for prohibited content, fraud, and compliance.

3) COMPENSATION

3.1 Eligibility

Creator is eligible for compensation only for Clips actually used in Program Videos or Third-Party Sublicenses and only if Creator is not in breach and has provided accurate payout and tax information.

3.2 Reporting Cadence and Payout Dates (Final at 36 Months)

For Program Videos published on YouTube or other Platforms, Company will run reporting and issue payouts at approximately 6, 12, 18, 24, and 36 months after the initial publication date of the applicable Program Video (each a “Reporting Date”), subject to Platform reporting availability and operational constraints.

3.3 Creator Share and Equal Per-Clip Split (Platform/Ad Revenue)

Company will allocate forty percent (40%) of Net Platform Revenue from a Program Video for creator payouts (“Creator Share”).

Equal split allocation:
Creator Payout (per Reporting Date) = (Net Platform Revenue × 40%) ÷ Total Number of Clips Used in that Program Video

Each Clip counts separately. If you have multiple Clips in the same Program Video, you receive multiple equal shares.

3.4 No Compensation After Final 36-Month Payout (Platform Revenue)

Creator agrees no compensation is owed after the 36-month payout for the Program Video’s Platform/Ad revenue, even if the Program Video continues generating revenue.

3.5 Third-Party Sublicensing Revenue Share

If Company grants a Third-Party Sublicense, Company will pay Creator seventy percent (70%) of Sublicense Net Receipts attributable to the Clip/Submission, as determined by Company in its reasonable discretion.

• Bundles / multi-clip licenses: Company may allocate Sublicense Net Receipts pro rata by clip count unless Company determines a different allocation is commercially reasonable based on deal structure (minimum guarantees, usage scope, geography, duration, exclusivity, or other terms). Company’s allocation is final absent arithmetic error.

• Timing: Included in the next scheduled payout cycle or within 120 days after Company receives the applicable Sublicense Net Receipts, whichever occurs later.

• No double counting: Revenue included in Net Platform Revenue is not also treated as Sublicense Net Receipts.

3.6 Minimum Payout Threshold; Aggregation

Minimum payout threshold is $5 per Creator per payout cycle. Amounts below $5 roll forward until the threshold is reached or until the 36-month payout is processed (whichever occurs first).

3.7 Payment Methods

U.S. Creators: PayPal and/or eCheck/ACH (Company discretion).
International Creators: PayPal (or another method Company may later offer).
Creator is responsible for maintaining accurate payout information and compliance with payment processor requirements.

3.8 Fees; Holds; Verification

Creator is responsible for PayPal fees, intermediary fees, and currency conversion unless Company states otherwise. Company may hold payments for fraud prevention, compliance, identity verification, sanctions screening, suspected rights issues, Platform disputes, or missing documentation.

3.9 Taxes and Documentation

Creator is responsible for taxes and must provide required tax forms (W-9/W-8). Company may withhold where required by law or if documentation is not provided.

3.10 No Guarantees

Views, RPM, usage, and revenue are not guaranteed.

4) CLAWBACKS, REVERSALS, AND ADJUSTMENTS

Creator acknowledges Platforms may later adjust, reverse, claw back, or withhold revenue (invalid traffic, policy actions, refunds, chargebacks, reporting corrections, demonetization, enforcement).

4.1 Adjustments

Company may adjust payout calculations to reflect revenue reversals or corrections, including after any Reporting Date.

4.2 Overpayment Recovery

If Creator was overpaid, Company may offset against future amounts and/or require repayment within 30 days of notice and pursue collection where permitted.

5) EXCLUSIVE LICENSE GRANT (20 YEARS) + MAXIMUM MONETIZATION RIGHTS

5.1 Exclusive License

Creator grants Company an exclusive, worldwide, sublicensable, transferable license for twenty (20) years to use, reproduce, store, host, cache, encode, compress, transcode, edit, adapt, translate, caption, dub, synchronize, publish, distribute, publicly perform/display, transmit, monetize, advertise, market, sublicense, and otherwise exploit the Submission/Clips for Commercial Use in any media now known or later developed.

5.2 No Further Permissions Required

Company may exploit the Submission/Clips in Company’s sole discretion without further approval.

5.3 Derivatives & Marketing

Company may create derivatives; change formats; crop; overlay; add captions/graphics; use still frames as thumbnails/ads; combine with licensed music/voiceover/graphics; and monetize through any model.

5.4 Sublicensing / Assignment

Company may sublicense and/or assign this Agreement and rights to affiliates, successors, acquirers, distribution partners, Platform partners, advertisers, sponsors, and licensing customers.

5.5 Ownership; Irrevocable Consent to All Uses

Creator retains underlying ownership of the Submission subject to the exclusive license granted herein. Creator irrevocably consents to Company’s exploitation of the Submission and any Clip in any manner Company deems appropriate in its sole discretion, including without limitation:

• Use in advertising and commercial campaigns of any kind;

• Political, editorial, or cause-based content (to the extent permitted by applicable law);

• Mature, sensitive, or controversial-but-legal commercial contexts;

• AI-assisted distribution, curation, or promotion (as distinct from AI content generation prohibited under Section 2.3);

• Sublicensing to brands, agencies, broadcasters, publishers, marketplaces, or any third party, anywhere in the world;

• Use in any media or format now known or hereafter developed; and

• Any other use within the scope of the license granted in Section 5.1.

Creator waives any right to object to, or seek additional compensation for, any such use that falls within the scope of this Agreement. Creator acknowledges that Company acts as Creator’s exclusive licensing agent for all Commercial Uses of the Submission during the term, with full authority to negotiate, grant, and administer such licenses on Creator’s behalf without further consent.

6) EXCLUSIVITY; CREATOR RESTRICTIONS; PERSONAL POSTING

6.1 Exclusivity

During the 20-year term, Creator may not license, sell, assign, transfer, or commercially exploit the Submission or any Substantially Similar Substitute Version without Company’s express written permission.

6.2 Limited Personal Posting (Non-Commercial)

Creator may post the Submission on Creator’s own personal social accounts for non-commercial sharing provided Creator does not: (a) sell or license it; (b) claim it is “available for licensing”; (c) grant any third party commercial usage rights; (d) upload it to stock/licensing marketplaces; or (e) take any action that conflicts with Company’s exclusive commercial rights. Company may require Creator to remove or modify a personal post if Company reasonably determines it materially harms Company’s rights, a Third-Party Sublicense opportunity, or Platform compliance.

6.3 No Takedowns Against Authorized Uses

Creator agrees not to file takedowns/strikes against Company’s authorized uses. If Creator believes a legitimate rights issue exists, Creator must notify Company first.

7) NAME / HANDLE FOR ATTRIBUTION & PROMOTION

Creator grants Company the right to use Creator’s name, approved display name, handle, profile image, and bio information provided for attribution and promotion, worldwide, during the term, without additional compensation. Attribution is not required.

8) CREATOR WARRANTIES; RELEASES; CLEARANCES

Creator represents and warrants:

• Creator owns/controls all rights needed to grant this license.

• Submission does not infringe rights (copyright, trademark, privacy, publicity).

• Creator has all required releases/consents (including for minors) and will provide them upon request.

• No uncleared music or third-party content is included.

• Submission is truthful, not stolen, and not misrepresented.

• Creator is at least 18 and has legal capacity.

• Failure to provide proof/releases upon request is a breach.

9) COPYRIGHT DISPUTES; DMCA; COOPERATION

9.1 Cooperation

If Company receives a claim, takedown notice, dispute, or Platform inquiry relating to a Submission, Creator must promptly cooperate, including providing proof of ownership, releases, metadata, and sworn statements where appropriate.

9.2 Temporary Removal

Company may remove or suspend use/monetization of any Clip during a dispute without liability.

9.3 Counter-Notice

If Company decides to submit a counter-notice or dispute a claim, Creator agrees to reasonably assist. Company controls whether to dispute, settle, remove, or restore content.

10) SANCTIONS / PAYMENT COMPLIANCE

Creator represents Creator is not subject to U.S. sanctions restrictions that would prohibit payment and is not a denied/restricted party. Company may refuse/suspend payments where prohibited by law or payment processor policy.

11) PRIVACY; EMAIL CONSENT

11.1 Privacy Policy Incorporated

Company handles personal information under its Privacy Policy (incorporated by reference).

11.2 No Sale of Personal Information

Company will not sell Creator personal information.

11.3 Service Providers

Company may share Creator data with vendors strictly as needed to operate the program (hosting, storage, analytics, payment, fraud prevention) under confidentiality/data processing obligations.

11.4 Partner Offers Sent by Company

Creator agrees Company may email program updates and partner offers sent by Company. Company will not provide Creator personal information to partners for their independent marketing use without separate opt-in.

11.5 Opt-Out

Creator may unsubscribe from non-transactional marketing emails; transactional emails may still be sent.

12) CONFIDENTIALITY

Creator agrees that non-public details of Company operations—including internal reporting, anti-fraud methods, partner/deal terms, and other non-public program mechanics—are confidential and may not be disclosed without Company’s prior written consent, except as required by law.

13) INDEMNIFICATION

Creator will defend, indemnify, and hold harmless Company and its affiliates, officers, directors, employees, contractors, distributors, sublicensees, and partners from claims, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising from breach, rights claims, lack of releases, or Creator’s fraud, negligence, or misconduct.

14) AUDIT / RECORDS

14.1

Company’s Platform reports and internal records control payout calculations.

14.2

Creator may request a review only for arithmetical accuracy and must submit the request within 90 days of the relevant payout.

14.3

No right to inspect Company books, bank records, advertiser contracts, Platform agreements, or third-party license agreements beyond what Company elects to share.

14.4

If Company confirms a material arithmetic error, Company will correct it in the next payout cycle; this is Creator’s sole remedy for payout disputes.

15) LIMITATION OF LIABILITY

No indirect, consequential, or punitive damages. Company’s total liability is capped at the amount paid to Creator under this Agreement in the prior 12 months. Company is not liable for Platform policy changes, demonetization, reporting errors, content removal, algorithm changes, or third-party acts.

16) REMEDIES; INJUNCTIVE RELIEF

Breach of exclusivity, AI policy, or warranties may cause irreparable harm; Company may seek injunctive relief plus other remedies.

17) TERMINATION; SURVIVAL

Company may terminate Creator participation for breach/risk. Termination does not revoke Company’s license for content already submitted. Key sections survive (license, exclusivity, warranties, indemnity, confidentiality, clawbacks, disputes, taxes).

18) DISPUTE RESOLUTION — ARBITRATION + CLASS WAIVER

PLEASE READ THIS SECTION CAREFULLY. It affects your rights.

18.1 Binding Arbitration

Except for (a) small claims actions brought individually, and (b) requests for injunctive relief to protect intellectual property or enforce exclusivity/AI restrictions, any dispute arising out of or relating to this Agreement will be resolved by binding arbitration administered by a reputable arbitration provider (e.g., AAA or JAMS) in Dallas County, Texas, under the provider’s rules as applicable.

18.2 No Class Actions

Disputes must be brought on an individual basis. Class actions, class arbitrations, and representative actions are waived.

18.3 Governing Law

Texas law governs, except where federal law applies.

18.4 Court for Injunctions / Enforcement

Courts located in Dallas County, Texas may be used for injunctive relief and to enforce arbitration awards.

19) MISCELLANEOUS

Independent contractor relationship. Electronic acceptance valid. Entire agreement. Severability. Notices by email.