Content Creator Addendum

This Content Creator Addendum (“Content Creator Addendum”) will apply if Customer is a Content Creator which will post Content on the Service. This Content Creator Addendum is incorporated into and subject to the Agreement. In the event of a conflict between this Content Creator Addendum and the Agreement, the Content Creator Addendum will control. Capitalized terms used but not defined in this Content Creator Addendum will have the meaning(s) ascribed thereto in the Agreement.

1. Overview.  Pursuant to the terms of this Content Creator Addendum and compliance with the terms of the

Agreement, Content Creator may Post Content for users of the Service if permitted by the Proposal.  Content Creator shall identify any Content that may be accessed and streamed by Third-Party Users.  During the Term, all of Content will comply with all Content Criteria.  Except for the licenses granted in the Agreement, Content Creator retains all intellectual property rights that Content Creator may hold in Content.

2. ​Limited License Grant to PA.  Content Creator hereby grants to PA a worldwide, non-exclusive right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works (as authorized in the Agreement) and distribute Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed, including, but not limited to, (i) hosting and distributing Content via the Service or Off-Platform Hosting (if permitted); and (ii) in connection with PA’s marketing and advertising of the Service. All of the rights Content Creator grants in the Agreement and Content Creator Addendum to Post Content via the Service are provided on a through-to-the-audience basis, meaning the owners or operators of external services will not have any separate liability to Content Creator or any other third party for Content Posted or otherwise used on external services via the Service. Content Creator agrees to pay all monies owing to any third party resulting from Posting Content and from PA’s exercise of the license set forth in this Section.

3. ​Representations and Warranties. Content Creator represents and warrants to PA that:

3.1 It is the creator and owner of Content that it Posts to the Service, or has the necessary licenses, rights, consents, and permissions to authorize PA and users of the Service to use such Content as necessary to exercise the licenses granted by Content Creator pursuant to this Agreement;

​3.2 Content Creator’s Content, and the Posting or other use of the foregoing as contemplated by this Agreement, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade 3the right of privacy, publicity or other property rights of any other person; or (iii) cause PA to violate any law or regulation or require PA to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties;

3.3 Content Creator’s Content complies with all Content Criteria;

​​3.4 Content Creator’s Content will not contain any defamatory or disparaging remarks, comments, or statements (including without limitation the repetition or distribution of derogatory rumors, allegations, or negative reports) concerning PA, its affiliates, partners and customers;

​3.5 Content Creator’s Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate; and

​3.6 If Content Creator advertises or otherwise indicates that Content Creator’s Content is appropriate for or to be used for a particular training, certification or licensing, it meets all the training, certification or licensing criteria.

4. Monitoring Content. PA does not control and does not have any obligation to monitor or edit: (i) Content made available by Customer; (ii) any Content made available by third parties; or (iii) the use of the Service by its users. If at any time PA chooses to monitor Content, then PA still assumes no responsibility or liability for such Content or any loss or damage incurred as a result of the foregoing. PA may (at any time and without prior notice): (a) screen, remove, edit, or block any of Content that in PA’s sole judgment violates the Agreement or this Content Creator Addendum, may violate the rights of third parties, or is otherwise objectionable; and (b) investigate any allegation that Content does not conform to the Content Criteria or the Agreement and/or the Content Creator Addendum, and determine in PA’s sole discretion whether to remove such Content. Customer agrees to waive, and hereby does waive, any legal or equitable right or remedy Customer has or may have had against PA with respect to Content.

5. Take Down. PA reserves the right to take-down any of Content from the Service and, in the case of Off-Platform Hosting, from any third party service if: (i) it determines Content violates this Agreement, including the representations and warranties contained in Section 3 of this Content Creator Addendum; (ii) the Agreement has been terminated pursuant to Section 6.2 or (iii) PA has suspended Customer’s access to the Service pursuant to Section 6.3 of the Agreement. PA may block, filter, mute, remove or disable access to any of Content uploaded to or transmitted through the Service without any liability to Customer or to any other users of the Service.

6. ​Revenue Sharing.

​6.1 Third Party Access to Content. When Posting Content, Content Creators will indicate whether any or all Content may be (i) accessed and viewed by Third-Party Users; (ii) made available for Off-Platform Hosting; or (iii) made available for the Revenue Share. If Content Creator chooses to not make certain Content available for Revenue Share, Content Creator will not be eligible for the Revenue Share for such Content as set forth in this Section 6.

​6.2 Payment Terms. PA will pay Content Creator a Revenue Share of 50% based on the amount of Viewed Time that Content eligible for the Revenue Share receives from Third-Party Users, as further described in this Section. PA will pay Content Creator revenues owed to Content Creator pursuant to the Revenue Share within sixty (60) days after the end of the calendar month in which PA accrues such revenue, so long as Content Creator’s earned balance is at least US $100 (“Minimum Payment Amount”) at the time payment is due. Content Creator is not entitled to earn or receive any revenues in connection with Content Creator’s Content in any of the following circumstances: (i) if one or more third parties claim rights to certain elements of such Content except in cases where PA’s policies or systems support sharing a portion of the revenues with Content Creator, as determined by PA; (ii) if monetization is disabled on such Content by either Content Creator; or (iii) Content Creator’s participation in PA’s content sharing program is suspended or terminated for any reason. PA will use reasonable efforts to notify Content Creator if any of these circumstances should occur. Notwithstanding the above, sixty (60) days after each quarter, PA will pay Content Creator any undisputed amounts accrued during the preceding quarter regardless of whether such payments exceed the Minimum Payment Amount.

​6.3 Reporting. PA may provide or make available to Content Creator information about Content Creator’s Revenue Share payments for a particular month or otherwise allow Content Creator to track Content Creator’s revenue details on the Service. PA may also provide Content Creator electronic reports of Content Creator’s Revenue Share details at PA’s sole discretion or upon reasonable request.

​6.4 Performance Disclaimers. PA has no control over the number of impressions Content generates, and PA does not in any way guarantee the performance of any Content, including the amount of revenue any Content will generate or that Content will generate revenue at all.

7. Term and Termination

​7.1 Term. This Content Creator Addendum will commence upon the Subscription Start Date and will continue for the Term set forth in the Proposal.

7.2 Termination. This Content Creator Addendum will terminate when the Agreement terminates or otherwise expires or if Customer is no longer a Content Creator under any active Proposal. PA can terminate this Content Creator Addendum without cause upon thirty (30) days’ prior written notice to Content Creator, subject to Section 7.3. If either party fails to perform any of its material obligations under this Content Creator Addendum, the other party may terminate this Content Creator Addendum by giving thirty (30) days’ prior written notice, provided that the matters set forth in such notice are not cured to the other party’s reasonable satisfaction within the 30-day period.

​7.3 Wind-Down. In the event the Agreement or this Content Creator Addendum expires or is terminated for any reason other than breach, PA will continue to make the Content available to Content Creator under the terms and conditions of the Agreement until the earlier of (i) one (1) year after the effective date of expiration or termination or (ii) until Content Creator has concluded any obligations with its existing customers (“Wind-Down Period”).  If either party terminates the Agreement for breach, PA has no obligation to provide a Wind-Down Period. The Wind-Down Period will immediately end if Content Creator violates any provision of the Agreement.

​7.4 Effect of Termination.

​7.4.1 If PA is obligated to pay any Revenue Share to Content Creators pursuant to Section 5, the license granted to PA pursuant to Section 3.3 will continue for one (1) year after termination or expiration of the Agreement and this Content Creator Addendum for any reason (the “Tail Period”).  Upon expiration of the Tail Period, PA will delete Content from the Service and, in the case of any Off-Platform Hosting, all third-party services, except as expressly permitted in Section 3.4.

​7.4.2 Termination of this Content Creator Addendum does not terminate the Agreement. All rights and duties of the parties under this Content Creator Addendum will terminate upon termination or expiration of this Content Creator Addendum; except that (i) termination will not relieve either party of obligations or liabilities incurred prior to the effective date of the termination; and (ii) all definitions and reservation of rights in the Agreement, will survive termination or expiration.

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