Neverthink Creator Network Agreement

Last modified: November 17th, 2020

Neverthink Oy (“Neverthink”, “we” or “us”) creates and makes available curated compilations of online videos and other content (“Compilations”) on its website, mobile applications, and social channels (collectively, the “Platform”). You own or otherwise have the license to videos and images, and the trademarks, copyrights, logos, concepts, text copy, artwork, sound, and other associated creative elements in those videos and images that are or will be published on your YouTube channel (your “Creator Content”). We would like you to join our “Creator Network” and request your permission to use your Creator Content to create and make our Compilations available to users of the Platform. Please see our “Creator Network” page for more information.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING “AGREE,” OR BY CREATING A CREATOR ACCOUNT (AS DEFINED BELOW), YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND AS A CONDITION TO YOUR PARTICIPATION IN OUR CREATOR NETWORK, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS (THIS “AGREEMENT”) AND NEVERTHINK’S TERMS OF SERVICE HERE (THE “TERMS OF SERVICE”), WHICH IS EXPRESSLY INCORPORATED INTO THIS AGREEMENT BY THIS REFERENCE. In the event of conflict or inconsistency between the Terms of Service and this Agreement, this Agreement will control solely to the extent necessary to resolve such conflict or inconsistency, and the remaining portions of the Terms of Service will remain effective to the greatest extent applicable. If you are not eligible, or do not agree to this Agreement, then you do not have our permission to participate in our Creator Network.

1. Eligibility; Creator Account Creation

To join our Creator Network, you must: (a) be at least 18 years old; and (b) with our permission, register for a creator-specific account on the Platform (“Creator Account”). When you register for a Creator Account, you may be required to provide some information about yourself and to verify your YouTube channel(s). You agree that the information you provide to us is accurate and that you will keep it accurate and up to date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your Creator Account and password, and you accept responsibility for all activities that occur under your Creator Account. If you believe that your Creator Account is no longer secure, then you must immediately notify us at team@neverthink.tv.

2. Delivery of Your Creator Content

When you publish new Creator Content on your YouTube channel after the date of this Agreement, you will deliver the Creator Content to us (“Deliver” or “Delivery”) by: (a) notifying us of the availability of the new Creator Content, including by updating your YouTube channel in a way that ordinarily generates a notification to the subscribers of your YouTube channel; and (b) upon our request, directly sending the relevant video file(s) to team@neverthink.tv, or if applicable, using tools provided by us to upload the new Creator Content to the Platform, such as through the dashboard in your Creator Account. Neverthink may also request that you Deliver your existing Creator Content published on or before the date of this Agreement. You agree to Deliver your new and, if requested, existing Creator Content in accordance with the method and form reasonably requested by Neverthink. For clarity, your Delivery of any of your Creator Content to us will not affect your ability to post the same Creator Content to your YouTube channel.

3. License to Neverthink

You hereby grant Neverthink a worldwide, non-exclusive, sublicensable and transferable license to: (a) reproduce and create derivative works of your Creator Content to create Compilations for use with the Platform or to advertise, market or promote the availability of Compilations on the Platform; (b) publicly perform and transmit to the public your Creator Content, including in the form of Compilations, by means of digital audio transmissions through any technology or medium for use with the Platform; (c) publicly display and distribute any visual and audio elements of your Creator Content, including in the form of Compilations, on and through the Platform; and (d) to do any of the foregoing, in the form of Compilations or otherwise, on or via any third-party service provider, distributor, or reseller’s platform or systems (“Authorized Third Parties”), so long as such third-party use and related monetization is subject to Section 10 of this Agreement. To the extent your Creator Content includes your, or any other person’s, name, image, likeness, voice or other identifying information, you hereby grant Neverthink and Authorized Third Parties the right to use such identifying information in connection with the use of your Creator Content. As used in this Section 3, Compilations are compilations or collective works to the extent embodying your Creator Content and include all works, content, and digital materials created by or on behalf of Neverthink that incorporates or includes your Creator Content and are used in connection with the Platform. You acknowledge and agree that we reserve sole discretion in curating and making available the Compilations, including whether to include any of your Creator Content in any Compilation.

4. License to Platform Users

You hereby grant the users of the Platform a non-exclusive license to access, use and share your Creator Content, including as part of a Compilation, as permitted by the Terms of Service and the functionality of the Platform.

5. Additional License for Photographs and Images

If you, as part of your Creator Content, Deliver a photograph or image (still or moving) that includes one or more persons, you hereby grant those persons and their administrators, guardians, heirs, and trustees, if any, an irrevocable, perpetual, royalty free, fully paid up, worldwide license to reproduce, distribute, and publicly display that photograph or image for personal use and through any online platform or service, including the Platform, Facebook, Twitter, and YouTube, but not to sell that photograph or image (still or moving) or to use it to promote any third-party product, good or service.

6. Through-To-The-Audience Rights

The Platform may contain links or the ability to share information, including Compilations and your Creator Content, with third-party websites and services. The rights you grant under this Agreement are provided on a through-to-the-audience basis, meaning the owners or operators of those third-party websites and services will not have any separate liability to you or any other third party for your Creator Content posted to or used on that website or service via the Platform.

7. Rights to Your Creator Content

In addition to any representations and warranties in Section 12.7 of the Terms of Service that would otherwise apply to your Creator Content, you represent and warrant that: (a) you own any Creator Content that you Deliver to us or otherwise have all rights necessary to grant the licenses set forth in this Agreement; (b) any use of your Creator Content under this Agreement, as part of any Compilations or otherwise, does not violate any law or regulation, or the rights of any party, including copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; and (c) any use of your Creator Content under this Agreement will not require us or any Authorized Third Party to obtain any further licenses from or pay any royalties or compensation or provide any attribution to any other third parties. For clarity, you retain all your ownership rights in and to your Creator Content.

8. Notification

You will promptly notify us of any facts or circumstances based on which you reasonably believe that any of your representations and warranties under Section 7 is or has become untrue with respect to any of your Creator Content Delivered to us, such as if you have received a Digital Millennium Copyright Act-takedown notice regarding that Content.

9. Specific Rules for Musical Works and Recording Artists

If you are a composer or author of a musical work and are either: (a) affiliated with a Performing Rights Organization (“PRO”), such as ASCAP or BMI; or (b) under contract with a record label, then you must notify your PRO or record label of the licenses you grant under this Agreement. You are solely responsible for ensuring your compliance with the relevant PRO’s reporting obligations and any contractual obligations towards your record label, including if you Deliver any new recordings that may be claimed by your record label. If you have assigned your rights to a music publisher, then you must obtain the consent of the music publisher to grant these licenses or have the music publisher enter into this Agreement with us. If you wish to Deliver a cover song, you are responsible for securing all rights in and to the underlying musical work before Delivery.

10. Monetization

We may monetize your Creator Content through Compilations on our Platform, through third-party distributors of Compilations, or through other means determined by Neverthink at its discretion. In connection with any monetization of your Creator Content, Neverthink will: (a) collect any amounts payable by advertisers, third-party distributors, or other third parties in connection with Neverthink’s monetization of your Creator Content (“Total Collected Revenue”); (b) deduct from Total Collected Revenue taxes payable by Neverthink and expenses incurred by Neverthink in connection with the Total Collected Revenue (“Total Net Revenue”); (c) to the extent Total Net Revenue exceeds $1,000 in a calendar month, determine the number of end-user video views that contributed to the Total Net Revenue received by Neverthink in that same period (“Total View Count”); (d) determine the number of views of your Creator Content that was included in the Total View Count during that same period (your “View Ratio”); and (e) to the extent views of your Creator Content was included in the Total View Count, pay you an amount equal to 50% of the Total Net Revenue in the relevant period multiplied by your View Ratio in that same period. Amounts payable to you will be added to your Creator Account balance when Total Net Revenue for a month is settled. If your Creator Account balance exceeds a payment threshold of $100, you can withdraw the funds. Neverthink reserves the right to change this Section 10 at any time during the term of this Agreement by providing you with 30 days’ prior notice regarding such changes. If you have any objections to such changes, you may terminate this Agreement in accordance with Section 11.

11. Term; Termination

This Agreement is effective from the date you click “Agree” or create a Creator Account, whichever is earlier, until terminated. Neverthink or you may terminate this Agreement at any time and for any or no reason by providing the other party with written notice of such termination. Your termination notice must be sent to team@neverthink.tv. Sections 3–9 and 11–14 will survive the termination of this Agreement.

12. Indemnity

You will defend, indemnify, and hold harmless Neverthink, its affiliates, and their respective officers, directors, employees, agents and representatives, from and against any damages, costs and expenses arising from any third-party claim relating to your breach of this Agreement and any dispute between you and a third party.

13. Limitation of Liability

To the maximum extent permitted by applicable law and except with respect to indemnification obligations under this Agreement, in no event will: (a) either party be liable for any indirect, special, punitive, incidental or consequential damages in any action arising from or related to the Agreement, regardless of whether such party has been advised of the possibility of the damages; and (b) Neverthink’s liability under this Agreement exceed $100.

14. General

This Agreement, the Terms of Service, and other agreements expressly incorporated into the foregoing constitute the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous communications, whether written or oral, with respect to such subject matter. This Agreement may only be amended by an agreement in writing signed by the parties. Neverthink’s failure to exercise or enforce any legal right or remedy contained in this Agreement will not be taken to be a formal waiver of our rights and all rights or remedies hereunder will remain available to Neverthink. If any part of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, it will not affect any other part of this Agreement or invalidate or render unenforceable such part in any other jurisdiction. This Agreement will be governed by and construed in accordance with the laws of Finland, without regard to conflict of law principles. Any dispute, controversy or claim arising out of or relating to this Agreement will be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators will be one. The seat of arbitration will be Helsinki, Finland. The language of the arbitration will be English. However, evidence may be submitted and witnesses may be heard in Finnish, to the extent the arbitral tribunal deems it appropriate.