Creator Services Agreement
CREATOR SERVICES AGREEMENT
PLEASE READ THIS CREATOR SERVICES AGREEMENT CAREFULLY. BY CLICKING “I ACCEPT” OR OTHERWISE UPLOADING CREATOR CONTENT TO THE PNNNY PLATFORM, YOU ARE AGREEING THAT YOU ARE AT LEAST 18 YEARS OF AGE AND TO BE BOUND BY THE TERMS OF THIS CREATOR SERVICES AGREEMENT. IF YOU DO NOT UNEQUIVOCALLY AGREE TO THE TERMS OF THIS CREATOR SERVICES AGREEMENT, DO NOT CLICK “I ACCEPT” AND DO NOT UPLOAD ANY CREATOR CONTENT TO THE PNNNY PLATFORM.
This Creator Services Agreement (this “ Creator Agreement”) is by and between Pnnny, Inc., a Delaware corporation with its principal place of business at 6363 Wilshire Blvd., Suite 550, Los Angeles, California 90048 (“Pnnny” or “we” or “our”) and the person or entity (“Creator” or “you”) who Uploads its Creator Content to the Pnnny Platform (as defined in the Terms) and effective upon Creator’s acceptance as set forth herein. Pnnny and Creator each is a “party” and collectively, the “parties” to the Creator Agreement.
- License. Creator hereby grants and agrees to grant Pnnny a non-exclusive, sub-licensable, worldwide license to display, reproduce, perform, license, sublicense, offer for sale, sell, use, exploit, distribute copies, reformat for online delivery, transmit, and promote Creator Content on the Pnnny Platform during the Term of this Creator Agreement. If you remove or delete any Creator Content from the Pnnny Platform during the Term, you hereby agree that Pnnny may provide any Approved Creator Content to users of the Pnnny Platform through the date such Approved Creator Content is available and this license granted by you to Pnnny will thereafter terminate and you will no longer be eligible to earn Pnnny Payouts on any removed or deleted Creator Content. Users will not have access to any removed or deleted Approved Creator Content beginning on the first day after the date on which Creator removed or deleted such Approved Creator Content.
- Creator Content. For purposes of this Agreement, “Creator Content” means content or assets, including but not limited to video, film, photography, or other visual or audiovisual work that Creator Uploads to the Pnnny Platform. “Upload(s)” means upload, post, submit, send, or provide. Creator shall bear all of its own expenses incurred in connection with Uploading Creator Content and the performance of its obligations under this Agreement.
- Creator Content Requirements. You hereby agree to comply with all of Pnnny’s policies and requirements for Uploading Creator Content including Pnnny’s Video and Artwork Requirements located under the “Creators” tab in the Help Center of Pnnny’s website: https://www.pnnny.com/ (“Website”). We reserve the right to disapprove, suspend, or remove Creator Content, if we determine that such Creator Content does not comply with Pnnny’s policies and requirements for Uploading Creator Content or any other reason that we determine necessary in our sole discretion including to comply with any law or regulation or court order. Pnnny will review Uploaded Creator Content for publication approval or disapproval. Pnnny only approves Creator Content that complies with its policies and requirements referenced herein and in effect at the time Creator Uploads Creator Content (“Approved Creator Content”). Thereafter, if the Creator Content meets all necessary requirements, Pnnny will issue a notification via email to Creator that its Approved Creator Content will be published to the Pnnny Platform. If, after review, Pnnny rejects or disapproves any Creator Content, Pnnny will issue a notification to Creator that the Creator Content failed Pnnny’s review process and provide an option for Creator to open a support ticket to resolve or further understand any issues related to such Creator Content. During the Term, Creator will have access to Creator’s Creator Content via the Pnnny Platform.
- Royalty Rates and Pnnny Payouts. Pnnny pays Creators $0.10 per hour of Approved Creator Content streamed by Users of the Pnnny Platform (“Pnnny Payout”). Pnnny issues Pnnny Payouts on a rolling monthly basis. To receive a Pnnny Payout in any given month, Pnnny requires a Creator to have a minimum account balance of $20.00 USD in earnings. If a Creator’s account balance is under $20.00 USD, Pnnny will roll the balance to the next month until a Creator’s earnings for hours of Approved Creator Content streamed reach $20.00 USD. A Creator with Approved Creator Content published to the Pnnny Platform will receive monthly statements that a Creator can download from the Pnnny Website. Please refer to the “Royalty Rates” section under “Creators” in the Website Help Center for more information on how Pnnny pays Creators.
- Taxes. Creator shall be solely responsible for payment of any and all taxes (excluding taxes on the income of Pnnny) assessed on the income, profits, revenues, business, or transactions contemplated by this Creator Agreement.
- No Obligation to Use. Pnnny is not obligated to approve or use any Creator Content, or if approved, to continue the use, production, distribution, or exploitation of the Creator Content on the Pnnny Platform.
- Representations and Warranties. Creator represents and warrants that (a) the Creator Content is original, is not copied in whole or in part from or based on or adapted from any other work (other than material in the public domain), and shall not infringe upon or violate the rights of any third party; (b) Creator owns, controls, or has a valid right to use all right, title, and interest in and to the Creator Content and grant a license to Pnnny to such Creator Content; (c) no adverse claim exists with respect to the Creator Content; (d) Creator has full unencumbered right, power and authority to enter into this Creator Agreement and to grant the rights granted herein; (e) Creator will comply with all applicable laws; and (f) Creator has no pre-existing obligations or commitments that would be in conflict or inconsistent with its obligations under this Creator Agreement.
- Additional Terms. The terms of the Pnnny Platform Terms and Conditions of Use (the “Terms”) are incorporated into this Creator Agreement by reference. By uploading or submitting Creator Content, you agree to the Terms, which you can access [here]. To the extent there exists a conflict between the Terms and this Creator Agreement, the provisions of the Creator Agreement control.
- 10.DMCA Acknowledgment. Creator’s intellectual property rights are important to Pnnny. If you believe that the Pnnny Platform contains any content or elements that infringe your copyrights, please refer to the Terms and follow our Notice of Copyright Infringement procedure set forth therein.
- 11.Term. This Creator Agreement is effective upon Creator’s acceptance as set forth herein and continues in full force until terminated according to the terms herein (“Term”). Pnnny reserves the right to terminate the Creator Agreement at anytime upon providing written notice to Creator. Creator may terminate this Creator Agreement upon thirty (30) days prior written notice to Pnnny. Either party may terminate this Creator Agreement upon written notice of a material breach that is incapable of being cured or if capable of being cured, remains uncured for a period of thirty (30) days. Upon termination of the Creator Agreement, Approved Creator Content will be removed from the Pnnny Platform, and Pnnny will issue a final Pnnny Payout to Creator for any remaining earnings balance.
- 12.Indemnification. Creator, at its own expense, hereby agrees to indemnify, defend, and hold harmless Pnnny and its officers, directors, employees, agents, shareholders, licensors, suppliers, affiliates, successors and assigns from and against any and all third-party claims, actions, demands, obligations, damages, losses, liabilities, expenses, and costs (each a “Claim” and collectively “Claims”) arising out of or relating to (a) your access or use of the Pnnny Platform; (b) infringement, misappropriation, or violation by Creator or Creator Content of the rights of any third party, including intellectual property rights; (c) your breach of this Creator Agreement; or (d) any negligence or willful misconduct by Creator. Creator hereby agrees that Creator will not settle any claim without prior written consent of Pnnny unless the settlement includes a full and final release of all claims against Pnnny and does not impose any obligations on Pnnny.
- 13.Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PNNNY BE LIABLE TO CREATOR FOR INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, OR INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THIS CREATOR AGREEMENT, EVEN IF PNNNY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PNNNY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, CLAIMS, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT OF ROYALTIES PAID TO CREATOR UNDER THIS CREATOR AGREEMENT FOR THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM.
- 14.Disclaimer. THE PNNNY PLATFORM IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PNNNY HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CREATOR’S USE OF THE PNNNY PLATFORM IS AT CREATOR’S SOLE RISK. PNNNY MAKES NO REPRESENTATION OR WARRANTY (A) THAT THE PNNNY PLATFORM WILL MEET YOUR REQUIREMENTS; (B) THAT THE PNNNY PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; (C) REGARDING THE SECURITY, RELIABILITY, ACCURACY, TIMELINESS, OR PERFORMANCE OF THE PNNNY PLATFORM; (D) THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED; OR (E) REGARDING THE AMOUNT OR VOLUME OF VIEWS OR ROYALTIES THAT WILL RESULT FROM THE PNNNY PLATFORM.
- 15.Assignment. Creator shall not assign this Creator Agreement or delegate any of its obligations under this Creator Agreement without Pnnny’s prior written consent, which may be granted or withheld in Pnnny’s sole discretion. Pnnny may assign or otherwise transfer this Creator Agreement, including any rights and obligations created hereunder, and within a reasonable time following such assignment or transfer Pnnny will give notice to Creator thereof.
- 16.Independent Contractor. Nothing in this Agreement is intended to create an employer-employee, joint venture, or agency relationship between Pnnny and Creator, or between Pnnny and Creator’s employees or subcontractors and neither Pnnny nor Creator by virtue of this Creator Agreement shall have any right, power or authority to act or create any obligations on behalf of the other.
- 17.Choice of Law; Venue; Jurisdiction. This Creator Agreement shall be governed and construed by the laws of the state of California without regard to its choice of law principles. Creator irrevocably consents to the jurisdiction of the state and federal courts located in the State of California and waives any objections that venue is an inconvenient forum.
- 18.Severability. If a court of competent jurisdiction finds any provision of this Creator Agreement to be invalid or otherwise unenforceable, that provision shall be modified to the extent necessary for it to be enforceable. A finding of invalidity or unenforceability shall not affect the validity of any other provision of this Creator Agreement, which shall remain in full force and effect unless enforcement of this Creator Agreement as modified would be inequitable under the circumstances or would frustrate the primary purposes of this Creator Agreement.
- 19.Waiver. No delay or failure by either party to exercise or enforce at any time any right or provision of the Creator Agreement shall be considered a waiver thereof or of such party’s right thereafter to exercise or enforce any right or provision of the Creator Agreement.
- 20.Integration and Amendment. This Creator Agreement contains the entire understanding between Pnnny and Creator with respect to its subject matter, and merges and supersedes all prior understandings, discussions, and writings between the parties regarding the subject matter hereof. This Creator Agreement may be modified by Pnnny at any time in its sole discretion. Any modifications by Pnnny to the terms of this Creator Agreement will be effective upon the posting of the modifications to the Website. Creator’s continued use of the Pnnny Platform to Upload Creator Content constitutes Creator’s acceptance of any changes to the Creator Agreement.
CREATOR HAS READ, UNDERSTOOD, AND ACKNOWLEDGES THE FOREGOING CREATOR AGREEMENT AND AGREES TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS. CREATOR HAS FULL AUTHORITY TO EXECUTE THIS CREATOR AGREEMENT. PLEASE MANIFEST YOUR ASSENT TO THIS CREATOR AGREEMENT BY CLICKING “I ACCEPT” WHEN CREATING YOUR ACCOUNT.