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The terms and conditions (the “Terms”) which follow govern the relationship between you (“the “Content Creator”) and Creators Revolution (Supported By ESL) (“Creators Revolution”) with respect to the content (the “Content Creator’s Channels”) described in the application (the “Application”) submitted to Creators Revolution (Supported By ESL). By accepting these Terms, you covenant and agree to be bound by the Application and the Terms (together, the “Agreement”).

Until this Agreement terminates, Creators Revolution and the Content Creator agree as follows:

Content Creator is the owner of Content Creator’s
Channels, and also the producer/creator/authorized licensee of content
that appears on Content Creator’s Channels. In exchange for the payment to
Content Creator of the fees identified in Section 4, the Content Creator agrees to:
(a) move Content Creator’s Channels and the videos and other content
appearing on the Content Creator’s Channels (“Content Creator Content”)
into Creators Revolution (the “Network”) to take advantage of Creators
Revolution’s Google AdSense and YouTube direct sales advertising
revenue opportunities;
(b) make Content Creator’s Channels eligible for the advertising we sell;
(c) allow one of Creators Revolution’s support managers to assist with
Content Creator support services (some examples might be helping Content
Creator with optimizing videos, technical support, using social media to help
boost your video views, connecting with other Network Content Creator, access
to a royalty-free music library for use videos, etc);
(d) while this Agreement is in effect, you grant to Creators Revolution a nonexclusive
right to sell and manage any and all advertising inventory on Content
Creator’s Channels;
(e) while this Agreement is in effect, you grant to Creators Revolution a nonexclusive
right to sell brand integration into videos (i.e., wearing something in,
or putting a product into, a video) on Content Creator’s Channels, subject to
written approval in each instance, except that Content Creator (but no other third
party) may also find and sign your own brand integration deals (Content Creator
keeps all the money from deals you find and sign);
(f) while this Agreement is in effect, you grant to Creators Revolution a nonexclusive,
transferable, worldwide, royalty-free license to use Content Creator’s
name, image and likeness in connection with promoting the Network, individual
channels on the Network and the Content Creator’s Channels;
(g) while this Agreement is in effect, you grant to Creators Revolution a nonexclusive,
transferable, worldwide, royalty-free license to display your
trade-marks and logos in connection with promoting the Network, individual
channels on the Network and the Content Creator’s Channels;
(h) use best efforts to regularly generate new content and promote
Content Creator’s Channels through the use of social media accounts (i.e.,
posting hyperlinks to Content Creator’s Channels on Facebook or Google+,
Tweeting them out, interacting with fans, etc.); and,
(i) agree to add the current “Creators Revolution” logo to Content Creator’s
Channels’ banner.
As of the Effective Date and throughout the Term
of this Agreement, all channel views (including viewership for so-called „live
streaming“ content or delivery of content through any other means via the
Content Creator’s Channels) for the Content Creator’s Channels will be included
or „rolled up“ exclusively into Creators Revolution’s total numbers on YouTube
and Creators Revolution will be entitled to receive any and all payments in
connection therewith directly from YouTube. This will include, but is not limited
to, any content made available on the Content Creator’s Channels, through
any means (streaming Video on Demand (VOD), „live-streaming,“ or other
models of delivery as may be made available by YouTube) and through any
devices enabled by YouTube, as Creators Revolution may determine.
Furthermore, Content Creator will notify YouTube (based on their rules) that until
this agreement terminates Content Creator’s Channels are part of the Network,
and all payments from YouTube for the commercialization of Content Creator’s
Channels should be sent directly to Creators Revolution.
3.1. As of the Effective Date, Content Creator will coordinate with Creators
Revolution in good faith regarding all „live streaming“ content that
Content Creator may create, (i.e., real-time or near real-time, streaming
of „live“ content of any kind, including commentary, discussion, game play,
e-sports, etc. (collectively, the „Live Stream Content“)) on the Content
Creator’s Channels (or on such other Creators Revolution controlled
channel on YouTube as mutually agreed upon by Creators Revolution and
Content Creator).
3.2. The parties will coordinate and agree on whether Live Stream Content
will be recorded, edited and distributed on the Content Creator’s Channels
(or on such other Creators Revolution controlled channel on YouTube as
mutually agreed upon by Creators Revolution and Content Creator) for
Video on Demand (“VOD”) viewing following the conclusion of the
applicable live stream.
4.1. VOD Content. Creators Revolution does not require a minimum
number of viewers or subscribers on a Channel for the Content
Creator to join the Network. Preference will be given to those who can
show that they are currently accepted and in good standing with
another network. Creators Revolution, however, reserves the right to
reject any Application for any or no reason. Subject to Content Creator’s
compliance with the terms and conditions of this Agreement and the
terms and conditions of any other agreements Content Creator may
have with Creators Revolution (and provided that Content Creator is
not a consultant, affiliate or employee of Creators Revolution), for each
piece of video content that is displayed in streaming VOD format on
Content Creator’s YouTube Channels hereunder, Content Creator will be
entitled to receive from Creators Revolution an amount (inclusive of all
applicable sales and value added taxes) specified in the Application as
accepted by Creators Revolution all advertisement supported video
views generated (in territories where ad monetization and reporting
are provided to Creators Revolution by YouTube) by way of
streaming online VOD distribution on the Content Creator’s YouTube
Channels. Content Creator and Creators Revolution agree that Creators
Revolution will, in its discretion, acting reasonably and using information
provided to it by YouTube, be the party solely responsible to determine
the relevant number of ad supported views generated and applicable
4.2 Payment Terms. For a Content Creator’s Channel Application and
acceptance, the Content Creator shall receive an amount equal to
the Content Creator’s Commission, less standard commission fees for
premium advertising or sponsorship campaigns that Creators Revolution
may sell on the Content Creator’s behalf, which it is entitled to receive
and retain in any particular calendar month pursuant to each Content
Creator’s Agreement. As specified in the Application as accepted by
Creators Revolution, Creators Revolution will pay Content Creator any fees
owed hereunder within fifty (50) business days following Creators
Revolution’s receipt of payment from YouTube in connection with the
Content Creator’s Channels. Payments will be made by Paypal, wire or
any other form at Creators Revolution’s election to an account that
Content Creator specifies and may, at Creators Revolution’s election,
be combined with any other payments that may be owed to Content
Creator. For clarity, a different revenue share may apply in instances
where the Content Creator’s Channels includes third-party licensed
materials (e.g., cover video). All references herein to dollars will be to
United States dollars.
Notwithstanding the foregoing, Creators Revolution will have no obligation
to pay any amounts, and is permitted to deduct or withhold any amounts
owed, determined or reasonably suspected by Creators Revolution, 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 Content Creator’s IP addresses or computers
under Content 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 Creators Revolution or
YouTube believe to be fraudulent or misleading or in violation of either of
their respective terms of service, guidelines, rules, or privacy policies.
Creators Revolution reserves the right to withhold or deduct payment, if
applicable, pending Creators Revolution’s reasonable investigation of any
of the foregoing or any breach of this Agreement by Content Creator.
4.3 For the purposes of Section 4.2 above, “Content Creator’s Commission”
means 8 0% of Creators Revolution’s share of Advertising Revenue.
As between the parties, Content Creator will retain
full control and ownership of, and absolute liability for, the Content Creator’s
Channels and all content contained therein. This will include creation,
procurement, and uploading of any and all content therein, and the ongoing
management and look and feel of the Content Creator’s Channels. Creators
Revolution will not have the ability to upload content, alter the design or layout,
etc. of the Content Creator’s Channels; provided, however, that Creators
Revolution will have the absolute right to require Content 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 YouTube’s
and/or Creators Revolution’s terms, rules, policies or other business interests,
will also be removed immediately upon request. Content Creator will not use
annotations or other similar YouTube tools and features in a manner that would
conflict or interfere with Creators Revolution’s promotional or sales efforts and
ongoing advertising campaigns.
6.1. Creators Revolution will have the right, throughout the Term of this
Agreement, to represent, sell, and manage any ad inventory on the
Content Creator’s Channels, including any ad sales against content
contained therein, inclusion of advertising by ad networks, advertising
that may be included as part of live-streaming content, new units that
YouTube may make available or that Creators Revolution or Content
Creator may devise, usage of annotations and related features
insofar as such usage may be part of an advertising campaign, and
the serving and monitoring of all campaigns. Creators Revolution will
collect all revenues generated from its work with the Content Creator’s
Channels directly (including, for example, through AdSense, Video
AdSense, YouTube direct sales, Creators Revolution’s direct sales, or
sales by any other party on the Content Creator’s Channels), and then
make payments to Content Creator in accordance with this
Agreement (as set forth below). Creators Revolution will have the right
to turn YouTube’s ad sales „off‘ (i.e. not allow YouTube to sell the
Content Creator’s Channels directly or through AdSense). Each party
acknowledges and agrees that Content Creator may have external
advertising relationships (“External Advertising Relationships”) that will be
managed by Content Creator. In every case, Creators Revolution will
coordinate with Content Creator to work harmoniously with such External
Advertising Relationships.
6.2 Either party may sell ‚branded integrations‘ or ‚product
placements‘ (“Integration”) with respect to content on Content Creator’s
YouTube Channels, provided any such Integration and terms associated
therewith are approved by Content Creator. The parties will divide any
such Integration revenue as agreed by the parties based on factors such
as each party’s contribution to originating and negotiating each
opportunity. The parties will endeavor to work together on mutually
agreed terms for any Integration. However, Content Creator may, at
Content Creator’s discretion, execute any External Advertising
Relationship related to Integration without involvement with Creators
Content 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 Creators Revolution’s or YouTube’s
determination, activity related to content on Content Creator’s YouTube
Channels 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 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“), Creators
Revolution may withhold any payments owed and have the right to
terminate this Agreement permanently, or until such time as the matter is
resolved to Creators Revolution’s satisfaction.
Content Creator will provide Creators Revolution with all necessary
access and controls relating to the Content Creator’s Channels and to enable the
Content Creator’s Channels to become part of the Network in such manner as
Creators Revolution considers reasonable or necessary. Access will be limited
only to Creators Revolution employees or contractors on a need-to-know or needto-
use basis, and will 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.). Creators Revolution agrees to provide Content Creator
with a true and correct version of the most then-current YouTube report Creators
Revolution receives with respect to Content Creator’s Channels, on no less than
a monthly basis or as available to Creators Revolution from YouTube. In addition,
Content Creator reserves the right to confirm the accuracy of the Creators
Revolution report directly with YouTube provided such informational requests
are conducted through and in coordination with Creators Revolution and
limited to no more than once per year. Creators Revolution agrees to provide
the Content Creator with real time revenue visibility within Creators Revolution’s
proprietary dashboard.
The term („Term“) of this Agreement will
commence on the Effective Date and continue perpetually unless terminated as
set forth herein. Every twenty-four (24) months the parties may mutually agree
on a payment adjustment for the Agreement. 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: (a) that any
undisputed payments owed by Creators Revolution to Content Creator prior to the
date of termination will still be deemed payable in the manner provided in
Section 4 above, and (b) those terms and conditions of the Agreement intended
by their nature to survive the termination of the Agreement will survive termination
of the Agreement.
Content Creator hereby grants to Creators Revolution, on
a non-exclusive, worldwide and royalty-free basis, 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 properties, etc., and to represent
Creators Revolution as representative of any ad inventory/ad units/sales
opportunities for the Content Creator’s Channels as set forth herein.
Notwithstanding anything to the contrary herein, Content Creator reserves all
rights not granted herein, including the right to monetize Content Creator’s
intellectual property outside the scope of this Agreement.
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.
Each party and its affiliates understand and
acknowledge the terms of this Agreement are confidential. From time to time
during the performance of this Agreement each party may also receive certain
information from the other party marked confidential. Neither party and its
affiliates will, without the express written consent of the other, disclose any
confidential information disclosed by one party to the other and designated
confidential to any third party, nor to any employees, contractors, vendors,
consultants or affiliates other than those employees 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 thirdparties.
Content 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
Creator’s Channels (to the extent it would be necessary for the specific use, i.e.,
display on YouTube); (c) that Creators Revolution’s use of, and sale of
advertising on, the Content Creator’s Channels 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 Content Creator
will not include in any Content Creator’s Channels any content or materials that
would violate any laws, rules or regulations, including YouTube’s or Creators
Revolution’s general rules, terms and policies.
14.1. Indemnity. Content Creator hereby agrees to indemnify and hold
harmless Creators Revolution, 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 Content Creator of any of the obligations, agreements,
representations and/or warranties made hereunder or Content Creator’s
negligence or willful misconduct.
14.2. Except with respect to breaches of section 12
(confidentiality) and indemnification payments owed to third parties,
fraud, gross negligence or willful misconduct, Creators Revolution will not
be liable to the Content Creator for amounts in excess of that payable
by Creators Revolution to Content Creator under section 4 of agreement,
or otherwise for special, consequential or incidental damages or for lost
Neither party may assign this Agreement without the prior
written permission of the other party, however, Content Creator understands
and agrees that Creators Revolution may freely assign this Agreement in the
event of a sale of all or substantially all of its stock or assets.
16.1. Content Creator as Independent Contractor and Responsibility for
Personnel. This Agreement will not render the Content Creator an
employee, partner, agent of, or joint venturer with the Company for any
purpose. The Content Creator is and will remain an independent
contractor in relationship to the Company. Creators Revolution will
not be responsible for withholding taxes with respect to the Content
Creator’s compensation hereunder. The Content Creator will have no
claim against the Creators Revolution 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. Content Creator’s
representatives and all personnel supplied directly by Content Creator will
be deemed employees or subcontractors of Content Creator and will not
be considered employees, agents or subcontractors of Creators Revolution
for any purpose whatsoever.
16.2. Choice of Law and Arbitration. this agreement will be construed
under, and governed by, the laws of Germany without regard to its
principles of choice of law as if all transactions were conducted in
Ge rma n y and both parties hereby submit and consent to the
jurisdiction and venue of said process. The parties agree that jurisdiction
and venue for any legal proceedings arising from or in any way connected
to this agreement will lie in Germany.
16.3. 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 will be deemed modified to the extent necessary so that it is no
longer unenforceable.
16.4. Currency. All currency in this Agreement is expressed in United States
16.5. Acceptance. For the convenience of the parties, the parties
may signal acceptance of this Agreement by electronic mail or such
other means as may be stipulated from time to time.
16.6. Entire Agreement. Once the Application has been accepted by
Creators Revolution, this Agreement between the parties, as of the
Effective Date, 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 (save for the addition of channels as contemplated in
Section 1, above, which may be affected by email).