LICENSE AGREEMENT

DEFINITIONS
SUBJECT MATTER
INCOME AND PAYMENT TERMS
CONTENT
WARRANTIES AND INDEMNITIES
TERM OF VALIDITY OF THE AGREEMENT
CONFIDENTIALITY

1. DEFINITIONS

1.1. For the purposes of this Agreement:

1.1.1. Content means collectively the videos, sound recordings, musical compositions, artwork, photographs, identifying metadata, audio, audiovisual works, trademarks, and logos contained in the Channels, including Channels, or uploaded or linked directly in the Account as the case may be.

1.1.3. Rights mean the right to use the Content granted to SubSub under the terms and conditions of this Agreement (YouTube License and Platform License either separately or together).

1.1.4. Partner means you (User) as defined in the Terms of Service.

1.2. All other terms in this Agreement are used as defined in the Terms of Service.

1.3. Any translation from English version is provided for your convenience only. In the event of any difference in meaning or interpretation between the English language version of this Agreement available at https://my.subsub.cc/licenseagreement/en, and any translation, the English language version will prevail. The original English text shall be the sole legally binding version.

2. SUBJECT MATTER

2.1. By accepting an invitation to join SubSub partner network in YouTube Studio, the Partner grants SubSub the right to monetize the Content of the YouTube Channel, and SubSub in consideration for such right only undertakes to transfer the royalty from YouTube in the amount agreed in clause 3.1. below. The Partner provides the exclusive, commercial, worldwide license to SubSub for use of the Content with the right to sublicense the Content to YouTube, both solely for the Content monetization purposes on YouTube ("YouTube License”).

2.2. By linking Content with the respective Platforms in the Account, the Partner grants SubSub the right to monetize the Content on these Platforms, and SubSub in consideration for such right only undertakes to transfer the royalty in the amount agreed in clause 3.2. below. The Partner provides the exclusive, commercial, worldwide license to SubSub for use of the Content with the right to sublicense the Content to Platforms, both solely for the Content monetization purposes on the Platforms("Platforms License"). For the avoidance of doubt, each time the Partner uploads or links the Content with Platforms in the Account, the Partner extends the Platforms License to such Content under the provisions of this License Agreement.

3. INCOME AND PAYMENT TERMS

3.1. Under YouTube license, the Company shall collect the Royalty from YouTube to its bank account on behalf of and for the benefit of the Partner. For each Channel the Company will transfer to the Partner the Royalty received from YouTube after setting off the fees for the Services. The respective percentage of the Royalty to be set off as the fees for the Services shall be specified in the Account or otherwise agreed between the Parties.

3.2. Under Platforms license, the Company shall collect the Royalty from Platforms to its bank account on behalf of and for the benefit of the Partner. The Company will transfer to the Partner the Royalty after setting off the fees for the Services. The respective percentage of the Royalty to be set off as the fees for the Services shall be specified in the Account or otherwise agreed between the Parties.

3.3. Payments by SubSub to the Partner under clauses 3.1. and 3.2. constitute Income. SubSub undertakes to credit the Income to the Partner’s Balance in the Account in the System.

4. CONTENT

4.1. Under YouTube license, the Partner is solely responsible for, and retains full control over, all Channels and Content, except where the Parties have agreed otherwise. This includes, by way of example and not limitation, the expenses for producing all Content and obtaining any right, license, clearance or consent from any person for the use of his/her product, trademark, or other intellectual property right in any Content, as well as payments to any third party arising therefrom.

4.2. Notwithstanding the foregoing, the Company has the right to require from the Partner to remove any Content from any Channel if the Company believes or suspects that such Content: (i) violates any law, rule, policy, or regulation that the Partner, Channel or Content is subject to, including any policies established by the Platform or other entities involved in hosting or monetizing of Channel and Content; (ii) infringes any third party’s intellectual property rights; or (iii) will have or has negative impact on the Company’s reputation or business (collectively, “Objectionable Content”). The Company shall notify the Partner of any Objectionable Content and the Partner shall remove such Objectionable Content from the Channel within one (1) day upon receipt of such notice.

5. WARRANTIES AND INDEMNITIES

5.1. The Partner provides the following warranties and representations:

5.1.1. The Partner guarantees that he/she is the sole holder of intellectual property rights to the Content and has full powers to grant SubSub with the Rights to the Content under this Agreement.

5.1.2. The Partner guarantees that the Content and its use by SubSub, in part or in full, does not violate any national or international legislation, including, but not limited to, copyright or related right, right to trademark or any other intellectual property right of any third party as well as does not discredit the honor, dignity or business reputation of any third party. The Partner further guarantees that the Content does not violate any policies and/or rules of the Platform.

5.1.3. The Partner undertakes that it will indemnify SubSub and keep SubSub fully indemnified against all actions, claims, proceedings, costs and damages (including any damages or compensation paid by SubSub on the advice of its legal advisers to compromise or settle any claim) and all legal costs or other expenses arising out of any breach of the above warranties, or any breach of the provisions of the present Agreement, or out of any claim by a third party based on any facts which if substantiated would constitute such a breach.

5.2. Each Party provides the following warranties and representations:

5.2.1. Each of the Parties warrants that it has power to enter into this Agreement.

5.2.2. Each Party undertakes to refrain from committing any acts that might discredit the business reputation of the other Party.

6. TERM OF VALIDITY OF THE AGREEMENT

6.1. YouTube license shall become effective on the date of acceptance of the invitation in YouTube Studio, and shall remain in force unless terminated in accordance with the provisions of this Agreement.

6.2. Platform license shall become effective on the date of choosing the respective Platforms for monetization in the Account, and shall remain in force unless terminated in accordance with the provisions of this Agreement.

6.3. The Partner shall be entitled to unilaterally terminate this Agreement in relation to one or both effective licenses upon thirty (30) calendar days’ written notice to SubSub. The Partner is entitled to technically disconnect Channels from SubSub only upon revocation of YouTube license subject to the provision of this clause.

6.4. SubSub shall be entitled to unilaterally terminate this Agreement in relation to one or both effective licenses at any time and for any reason with or without notice. If the Company decides to provide a notice, it can be made via email or in the Account. In this case, the Company undertakes to make a full settlement with the Partner, except if otherwise provided in this Agreement or in the Terms of Service.

6.5. Termination of the Agreement in relation to one license shall not entail its termination in relation to another then-effective license. This License Agreement is terminated only upon its termination in relation to all effective licenses.

6.6. If the Partner technically disconnects the Channels from SubSub partner network in YouTube Studio without complying with clause 6.3. YouTube license shall not be terminated and shall continue in full effect until the terminated in accordance with this Agreement.

7. CONFIDENTIALITY

7.1. Confidential Information means any non-public information, traffic information, or other information and/or materials provided or disclosed by any Party ("Disclosing Party") to the other Party ("Receiving Party") in connection with this Agreement, whether communicated in writing, electronically, by display, orally or by any other means. Confidential Information also includes the terms and conditions of this Agreement.

7.2. The Receiving Party agrees that all Confidential Information shall be kept strictly confidential by the Receiving Party and shall not, without the prior written consent of the Disclosing Party, be disclosed, reproduced or distributed in any matter whatsoever, in whole or in part, and shall not be used or exploited in any way except for the purpose of the Agreement.

7.3. The confidentiality obligation remains valid and in full force for the whole Term and for 3 (three) subsequent years after the expiry of the Term or termination of the Agreement for any reason.

Last Updated: 18.15.2023