Confidentially Terms
Effective December 14, 2021
DownloadTable of Contents
These confidentiality terms (the “Agreement” or "Your Confidentiality Obligation") form an agreement between you (as either an individual, or on behalf of the business you identified in your application to become a FAM Publisher) (“You”) and FAM Networks, LLC (“FAM” or “Our”) upon the Effective Date. You and FAM are sometimes each referred to in these Terms as a “Party” and collectively, the “Parties”. "Effective Date” means the date you accept this Agreement.
By affirmatively accepting these Terms, you acknowledge that you have read this agreement, that you understand it, and that you agree to be bound by its terms. If you are accepting these Terms on behalf of your business, you also represent and warrant that you have authority to bind such entity. FAM’s obligations under these Terms, are conditioned upon, and subject to, FAM’s receipt of all documents necessary to effect payment to you. Capitalized terms used in these Terms and not otherwise defined in this introductory paragraph are further defined in these Terms hereunder. You agree as follows:
1. You and FAM intend to disclose to each other information, which may include confidential information, for the purpose of You and FAM entering into discussions concerning the possibility of You viewing and administering FAM or one or more of its affiliates (the "Project”"). "Confidential Information" means any information or data disclosed by a party (the "Disclosing Party") to the other party (the "Recipient") under or in contemplation of this Agreement and relating to the Disclosing Party’s business and technology which is designated as confidential, or which, based on the nature of the information disclosed and/or the circumstances surrounding disclosure ought reasonably to be recognized as being confidential, whether it is presented in oral, printed, written, graphic or photographic or other tangible or intangible form (including information received, stored or transmitted electronically).
2. The terms "Disclosing Party" and "Recipient" include each party's corporate affiliates that disclose or receive Confidential Information. The rights and obligations of the parties hereto shall therefore also inure to such affiliates and may be directly enforced by or against such affiliates.
3. The Recipient acknowledges the economic value of the Disclosing Party’s Confidential Information. The Recipient shall:
(a) use the Confidential Information only for the purpose of the Project.
(b) restrict disclosure of the Confidential Information to representatives of the Recipient and its affiliates with a reasonable “need to know" and not disclose it to any other person or entity without the prior written consent of the Disclosing Party;
(c) advise those representatives who access the Confidential Information of their obligations with respect thereto;
(d) copy the Confidential Information only as necessary for those representatives who are entitled to receive it, and ensure that all confidentiality notices, if any, are reproduced in full on such copies;
(e) use the same degree of care, but no less than a reasonable degree of care to avoid inadvertent disclosure and impermissible use of the Confidential Information, as it uses to protect its own confidential information of a like nature. For the purposes of this Agreement only, "representatives" includes a party’s directors, officers, employees, agents and advisors along with third parties retained by a party hereto for temporary administrative, clerical or programming support. A "need to know" means that the representative requires the Confidential Information to perform his/her responsibilities in connection with the Project.
4. The obligations of Paragraph 3 shall not apply to any Confidential Information which the Recipient can demonstrate:
(a) is or becomes available to the public through no breach of this Agreement.
(b) was previously known by the Recipient without any obligation to hold it in confidence.
(c) is received from a third party free to disclose such information without restriction to the best knowledge of the Recipient after reasonable investigation.
(d) is independently developed by the Recipient without the use of Confidential Information of the Disclosing Party.
(e) is approved for release by written authorization of the Disclosing Party, but only to the extent of such authorization.
(f) is required by law or regulation to be disclosed, but only to the extent and for the purposes of such required disclosure; or (g) is disclosed in response to a valid order of a court or other governmental body of the United States or any political subdivisions thereof, but only to the extent of and for the purposes of such order, and only if the Recipient first notifies the Disclosing Party of the order and permits the Disclosing Party to seek an appropriate protective order.
5. Confidential Information, including permitted copies, shall be deemed the property of the Disclosing Party. The Recipient shall, within twenty (20) days of a written request by the Disclosing Party, return all Confidential Information (or any designated portion thereof), including all copies thereof, to the Disclosing Party or, if so directed by the Disclosing Party, destroy such Confidential Information. The Recipient shall also, within ten (10) days of a written request by the Disclosing Party, certify in writing that it has satisfied its obligations under this Paragraph.
6. The parties agree that an impending or existing violation of any portion of this Agreement would cause the Disclosing Party irreparable injury for which it would have no adequate remedy at law, and agree that the Disclosing Party shall be entitled to obtain immediate injunctive relief prohibiting such violation, in addition to any other rights and remedies available to it.
7. Neither this Agreement nor any discussions or disclosures hereunder shall (a) be deemed a commitment to any business relationship, contact or future dealing with the other party, or (b) prevent either party from conducting similar discussions or performing similar work to that hereunder, so long as such discussions or work do not violate this Agreement. The exchanges between the parties are experimental, preliminary and are without prejudice to either party. Neither party shall introduce or permit the introduction of Confidential Information in any proceeding to establish license fees for any copyrighted work or use Confidential Information in connection with legislative activities related to copyright.
8. No patent, copyright, trademark or other proprietary right is licensed, granted or otherwise transferred by this Agreement or any disclosure hereunder, except for the right to use such information in accordance with this Agreement. No warranties of any kind are given with respect to the Confidential Information disclosed under this Agreement or any use thereof except that the Disclosing Party warrants that it has the authority to make the disclosures contemplated hereunder.
9. This Agreement shall be effective as of the date first written above and shall continue until terminated by either party upon thirty (30) days prior written notice. All obligations undertaken respecting Confidential Information disclosed hereunder shall survive termination of this Agreement for a period of five (5) years.
10. This Agreement may not be assigned by either party without the prior written consent of the other. No permitted assignment shall relieve the Recipient of its obligations hereunder with respect to Confidential Information disclosed to it prior to the assignment. Any assignment in violation of this Paragraph shall be void. This Agreement shall be binding upon the parties' respective successors and assigns.
11. If any provision of this Agreement shall be held invalid or unenforceable, such provision shall be deemed deleted from this Agreement and replaced by a valid and enforceable provision which so far as possible achieves the parties' intent in agreeing to the original provision. The remaining provisions of this Agreement shall continue in full force and effect.
12. Each party warrants that it has the authority to enter into this Agreement for itself and its corporate affiliates.
13. This Agreement shall not preclude or limit the independent development by or on behalf of any party of any products or systems involving technology or information of a similar nature to that disclosed hereunder or which compete with products or systems contemplated by such information, provided that it is done without use of or reliance upon the other party’s Confidential Information.
14. This Agreement represents the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior communications, agreements and understandings relating thereto. The provisions of this Agreement may not be modified, amended, or waived except by a written instrument duly executed by both parties. This Agreement shall be deemed to be an agreement made under, and to be construed and governed by the laws of the State of New York, exclusive of its choice of law rules. The parties expressly agree that any and all disputes arising out of or concerning this Agreement shall be litigated and adjudicated exclusively in state and/or federal courts located in either the State of New York, and each party consents and submits to such jurisdiction. This Agreement may be signed in duplicate originals, or in separate counterparts, which are effective as if the parties signed a single original. A facsimile or scan of any original signature transmitted by one party to the other party is effective as if the original was sent to the other party.
Effective December 4, 2021 to December 14, 2021
DownloadTable of Contents
These confidentiality terms (the “Agreement” or "Confidentiality Terms") form an agreement between you (as either an individual, or on behalf of the business you identified in your application to become a FAM Publisher) (“You”) and FAM Networks, LLC (“FAM” or “Our”) upon the Effective Date. You and FAM are sometimes each referred to in these Terms as a “Party” and collectively, the “Parties”. "Effective Date” means the date you accept this Agreement.
By affirmatively accepting these Terms, you acknowledge that you have read this agreement, that you understand it, and that you agree to be bound by its terms. If you are accepting these Terms on behalf of your business, you also represent and warrant that you have authority to bind such entity. FAM’s obligations under these Terms, are conditioned upon, and subject to, FAM’s receipt of all documents necessary to effect payment to you. Capitalized terms used in these Terms and not otherwise defined in this introductory paragraph are further defined in these Terms hereunder. You agree as follows:
1. You and FAM intend to disclose to each other information, which may include confidential information, for the purpose of You and FAM entering into discussions concerning the possibility of You viewing and administering FAM or one or more of its affiliates (the "Project”"). "Confidential Information" means any information or data disclosed by a party (the "Disclosing Party") to the other party (the "Recipient") under or in contemplation of this Agreement and relating to the Disclosing Party’s business and technology which is designated as confidential, or which, based on the nature of the information disclosed and/or the circumstances surrounding disclosure ought reasonably to be recognized as being confidential, whether it is presented in oral, printed, written, graphic or photographic or other tangible or intangible form (including information received, stored or transmitted electronically).
2. The terms "Disclosing Party" and "Recipient" include each party's corporate affiliates that disclose or receive Confidential Information. The rights and obligations of the parties hereto shall therefore also inure to such affiliates and may be directly enforced by or against such affiliates.
3. The Recipient acknowledges the economic value of the Disclosing Party’s Confidential Information. The Recipient shall:
(a) use the Confidential Information only for the purpose of the Project.
(b) restrict disclosure of the Confidential Information to representatives of the Recipient and its affiliates with a reasonable “need to know" and not disclose it to any other person or entity without the prior written consent of the Disclosing Party;
(c) advise those representatives who access the Confidential Information of their obligations with respect thereto;
(d) copy the Confidential Information only as necessary for those representatives who are entitled to receive it, and ensure that all confidentiality notices, if any, are reproduced in full on such copies;
(e) use the same degree of care, but no less than a reasonable degree of care to avoid inadvertent disclosure and impermissible use of the Confidential Information, as it uses to protect its own confidential information of a like nature. For the purposes of this Agreement only, "representatives" includes a party’s directors, officers, employees, agents and advisors along with third parties retained by a party hereto for temporary administrative, clerical or programming support. A "need to know" means that the representative requires the Confidential Information to perform his/her responsibilities in connection with the Project.
4. The obligations of Paragraph 3 shall not apply to any Confidential Information which the Recipient can demonstrate:
(a) is or becomes available to the public through no breach of this Agreement.
(b) was previously known by the Recipient without any obligation to hold it in confidence.
(c) is received from a third party free to disclose such information without restriction to the best knowledge of the Recipient after reasonable investigation.
(d) is independently developed by the Recipient without the use of Confidential Information of the Disclosing Party.
(e) is approved for release by written authorization of the Disclosing Party, but only to the extent of such authorization.
(f) is required by law or regulation to be disclosed, but only to the extent and for the purposes of such required disclosure; or (g) is disclosed in response to a valid order of a court or other governmental body of the United States or any political subdivisions thereof, but only to the extent of and for the purposes of such order, and only if the Recipient first notifies the Disclosing Party of the order and permits the Disclosing Party to seek an appropriate protective order.
5. Confidential Information, including permitted copies, shall be deemed the property of the Disclosing Party. The Recipient shall, within twenty (20) days of a written request by the Disclosing Party, return all Confidential Information (or any designated portion thereof), including all copies thereof, to the Disclosing Party or, if so directed by the Disclosing Party, destroy such Confidential Information. The Recipient shall also, within ten (10) days of a written request by the Disclosing Party, certify in writing that it has satisfied its obligations under this Paragraph.
6. The parties agree that an impending or existing violation of any portion of this Agreement would cause the Disclosing Party irreparable injury for which it would have no adequate remedy at law, and agree that the Disclosing Party shall be entitled to obtain immediate injunctive relief prohibiting such violation, in addition to any other rights and remedies available to it.
7. Neither this Agreement nor any discussions or disclosures hereunder shall (a) be deemed a commitment to any business relationship, contact or future dealing with the other party, or (b) prevent either party from conducting similar discussions or performing similar work to that hereunder, so long as such discussions or work do not violate this Agreement. The exchanges between the parties are experimental, preliminary and are without prejudice to either party. Neither party shall introduce or permit the introduction of Confidential Information in any proceeding to establish license fees for any copyrighted work or use Confidential Information in connection with legislative activities related to copyright.
8. No patent, copyright, trademark or other proprietary right is licensed, granted or otherwise transferred by this Agreement or any disclosure hereunder, except for the right to use such information in accordance with this Agreement. No warranties of any kind are given with respect to the Confidential Information disclosed under this Agreement or any use thereof except that the Disclosing Party warrants that it has the authority to make the disclosures contemplated hereunder.
9. This Agreement shall be effective as of the date first written above and shall continue until terminated by either party upon thirty (30) days prior written notice. All obligations undertaken respecting Confidential Information disclosed hereunder shall survive termination of this Agreement for a period of five (5) years.
10. This Agreement may not be assigned by either party without the prior written consent of the other. No permitted assignment shall relieve the Recipient of its obligations hereunder with respect to Confidential Information disclosed to it prior to the assignment. Any assignment in violation of this Paragraph shall be void. This Agreement shall be binding upon the parties' respective successors and assigns.
11. If any provision of this Agreement shall be held invalid or unenforceable, such provision shall be deemed deleted from this Agreement and replaced by a valid and enforceable provision which so far as possible achieves the parties' intent in agreeing to the original provision. The remaining provisions of this Agreement shall continue in full force and effect.
12. Each party warrants that it has the authority to enter into this Agreement for itself and its corporate affiliates.
13. This Agreement shall not preclude or limit the independent development by or on behalf of any party of any products or systems involving technology or information of a similar nature to that disclosed hereunder or which compete with products or systems contemplated by such information, provided that it is done without use of or reliance upon the other party’s Confidential Information.
14. This Agreement represents the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior communications, agreements and understandings relating thereto. The provisions of this Agreement may not be modified, amended, or waived except by a written instrument duly executed by both parties. This Agreement shall be deemed to be an agreement made under, and to be construed and governed by the laws of the State of New York, exclusive of its choice of law rules. The parties expressly agree that any and all disputes arising out of or concerning this Agreement shall be litigated and adjudicated exclusively in state and/or federal courts located in either the State of New York, and each party consents and submits to such jurisdiction. This Agreement may be signed in duplicate originals, or in separate counterparts, which are effective as if the parties signed a single original. A facsimile or scan of any original signature transmitted by one party to the other party is effective as if the original was sent to the other party.
Effective December 4, 2021 to December 4, 2021
DownloadTable of Contents
These confidentiality terms (the “Agreement” or "Confidentiality Terms") form an agreement between you (as either an individual, or on behalf of the business you identified in your application to become a FAM Publisher) (“You”) and FAM Networks, LLC (“FAM” or “Our”) upon the Effective Date. You and FAM are sometimes each referred to in these Terms as a “Party” and collectively, the “Parties”. "Effective Date” means the date you accept this Agreement.
By affirmatively accepting these Terms, you acknowledge that you have read this agreement, that you understand it, and that you agree to be bound by its terms. If you are accepting these Terms on behalf of your business, you also represent and warrant that you have authority to bind such entity. FAM’s obligations under these Terms, are conditioned upon, and subject to, FAM’s receipt of all documents necessary to effect payment to you. Capitalized terms used in these Terms and not otherwise defined in this introductory paragraph are further defined in these Terms hereunder. You agree as follows:
1. You and FAM intend to disclose to each other information, which may include confidential information, for the purpose of You and FAM entering into discussions concerning the possibility of You viewing and administering FAM or one or more of its affiliates (the "Project”"). "Confidential Information" means any information or data disclosed by a party (the "Disclosing Party") to the other party (the "Recipient") under or in contemplation of this Agreement and relating to the Disclosing Party’s business and technology which is designated as confidential, or which, based on the nature of the information disclosed and/or the circumstances surrounding disclosure ought reasonably to be recognized as being confidential, whether it is presented in oral, printed, written, graphic or photographic or other tangible or intangible form (including information received, stored or transmitted electronically).
2. The terms "Disclosing Party" and "Recipient" include each party's corporate affiliates that disclose or receive Confidential Information. The rights and obligations of the parties hereto shall therefore also inure to such affiliates and may be directly enforced by or against such affiliates.
3. The Recipient acknowledges the economic value of the Disclosing Party’s Confidential Information. The Recipient shall:
(a) use the Confidential Information only for the purpose of the Project.
(b) restrict disclosure of the Confidential Information to representatives of the Recipient and its affiliates with a reasonable “need to know" and not disclose it to any other person or entity without the prior written consent of the Disclosing Party;
(c) advise those representatives who access the Confidential Information of their obligations with respect thereto;
(d) copy the Confidential Information only as necessary for those representatives who are entitled to receive it, and ensure that all confidentiality notices, if any, are reproduced in full on such copies;
(e) use the same degree of care, but no less than a reasonable degree of care to avoid inadvertent disclosure and impermissible use of the Confidential Information, as it uses to protect its own confidential information of a like nature. For the purposes of this Agreement only, "representatives" includes a party’s directors, officers, employees, agents and advisors along with third parties retained by a party hereto for temporary administrative, clerical or programming support. A "need to know" means that the representative requires the Confidential Information to perform his/her responsibilities in connection with the Project.
4. The obligations of Paragraph 3 shall not apply to any Confidential Information which the Recipient can demonstrate:
(a) is or becomes available to the public through no breach of this Agreement.
(b) was previously known by the Recipient without any obligation to hold it in confidence.
(c) is received from a third party free to disclose such information without restriction to the best knowledge of the Recipient after reasonable investigation.
(d) is independently developed by the Recipient without the use of Confidential Information of the Disclosing Party.
(e) is approved for release by written authorization of the Disclosing Party, but only to the extent of such authorization.
(f) is required by law or regulation to be disclosed, but only to the extent and for the purposes of such required disclosure; or (g) is disclosed in response to a valid order of a court or other governmental body of the United States or any political subdivisions thereof, but only to the extent of and for the purposes of such order, and only if the Recipient first notifies the Disclosing Party of the order and permits the Disclosing Party to seek an appropriate protective order.
5. Confidential Information, including permitted copies, shall be deemed the property of the Disclosing Party. The Recipient shall, within twenty (20) days of a written request by the Disclosing Party, return all Confidential Information (or any designated portion thereof), including all copies thereof, to the Disclosing Party or, if so directed by the Disclosing Party, destroy such Confidential Information. The Recipient shall also, within ten (10) days of a written request by the Disclosing Party, certify in writing that it has satisfied its obligations under this Paragraph.
6. The parties agree that an impending or existing violation of any portion of this Agreement would cause the Disclosing Party irreparable injury for which it would have no adequate remedy at law, and agree that the Disclosing Party shall be entitled to obtain immediate injunctive relief prohibiting such violation, in addition to any other rights and remedies available to it.
7. Neither this Agreement nor any discussions or disclosures hereunder shall (a) be deemed a commitment to any business relationship, contact or future dealing with the other party, or (b) prevent either party from conducting similar discussions or performing similar work to that hereunder, so long as such discussions or work do not violate this Agreement. The exchanges between the parties are experimental, preliminary and are without prejudice to either party. Neither party shall introduce or permit the introduction of Confidential Information in any proceeding to establish license fees for any copyrighted work or use Confidential Information in connection with legislative activities related to copyright.
8. No patent, copyright, trademark or other proprietary right is licensed, granted or otherwise transferred by this Agreement or any disclosure hereunder, except for the right to use such information in accordance with this Agreement. No warranties of any kind are given with respect to the Confidential Information disclosed under this Agreement or any use thereof except that the Disclosing Party warrants that it has the authority to make the disclosures contemplated hereunder.
9. This Agreement shall be effective as of the date first written above and shall continue until terminated by either party upon thirty (30) days prior written notice. All obligations undertaken respecting Confidential Information disclosed hereunder shall survive termination of this Agreement for a period of five (5) years.
10. This Agreement may not be assigned by either party without the prior written consent of the other. No permitted assignment shall relieve the Recipient of its obligations hereunder with respect to Confidential Information disclosed to it prior to the assignment. Any assignment in violation of this Paragraph shall be void. This Agreement shall be binding upon the parties' respective successors and assigns.
11. If any provision of this Agreement shall be held invalid or unenforceable, such provision shall be deemed deleted from this Agreement and replaced by a valid and enforceable provision which so far as possible achieves the parties' intent in agreeing to the original provision. The remaining provisions of this Agreement shall continue in full force and effect.
12. Each party warrants that it has the authority to enter into this Agreement for itself and its corporate affiliates.
13. This Agreement shall not preclude or limit the independent development by or on behalf of any party of any products or systems involving technology or information of a similar nature to that disclosed hereunder or which compete with products or systems contemplated by such information, provided that it is done without use of or reliance upon the other party’s Confidential Information.
14. This Agreement represents the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior communications, agreements and understandings relating thereto. The provisions of this Agreement may not be modified, amended, or waived except by a written instrument duly executed by both parties. This Agreement shall be deemed to be an agreement made under, and to be construed and governed by the laws of the State of New York, exclusive of its choice of law rules. The parties expressly agree that any and all disputes arising out of or concerning this Agreement shall be litigated and adjudicated exclusively in state and/or federal courts located in either the State of New York, and each party consents and submits to such jurisdiction. This Agreement may be signed in duplicate originals, or in separate counterparts, which are effective as if the parties signed a single original. A facsimile or scan of any original signature transmitted by one party to the other party is effective as if the original was sent to the other party.
Effective December 4, 2021 to December 4, 2021
DownloadTable of Contents
These confidentiality terms (the “Agreement”) form an agreement between you (as either an individual, or on behalf of the business you identified in your application to become a FAM Publisher) (“You”) and FAM Networks, LLC (“FAM” or “Our”). You and FAM are sometimes each referred to in these Terms as a “Party” and collectively, the “Parties”.
By affirmatively accepting these Terms, you acknowledge that you have read this agreement, that you understand it, and that you agree to be bound by its terms. If you are accepting these Terms on behalf of your business, you also represent and warrant that you have authority to bind such entity. FAM’s obligations under these Terms, are conditioned upon, and subject to, FAM’s receipt of all documents necessary to effect payment to you. Capitalized terms used in these Terms and not otherwise defined in this introductory paragraph are further defined in these Terms hereunder. You agree as follows:
“Effective Date” means the date you accept this Agreement.
1. You and FAM intend to disclose to each other information, which may include confidential information, for the purpose of You and FAM entering into discussions concerning the possibility of You viewing and administering FAM or one or more of its affiliates (the "Project”"). "Confidential Information" means any information or data disclosed by a party (the "Disclosing Party") to the other party (the "Recipient") under or in contemplation of this Agreement and relating to the Disclosing Party’s business and technology which is designated as confidential, or which, based on the nature of the information disclosed and/or the circumstances surrounding disclosure ought reasonably to be recognized as being confidential, whether it is presented in oral, printed, written, graphic or photographic or other tangible or intangible form (including information received, stored or transmitted electronically).
2. The terms "Disclosing Party" and "Recipient" include each party's corporate affiliates that disclose or receive Confidential Information. The rights and obligations of the parties hereto shall therefore also inure to such affiliates and may be directly enforced by or against such affiliates.
3. The Recipient acknowledges the economic value of the Disclosing Party’s Confidential Information. The Recipient shall:
(a) use the Confidential Information only for the purpose of the Project.
(b) restrict disclosure of the Confidential Information to representatives of the Recipient and its affiliates with a reasonable “need to know" and not disclose it to any other person or entity without the prior written consent of the Disclosing Party;
(c) advise those representatives who access the Confidential Information of their obligations with respect thereto;
(d) copy the Confidential Information only as necessary for those representatives who are entitled to receive it, and ensure that all confidentiality notices, if any, are reproduced in full on such copies;
(e) use the same degree of care, but no less than a reasonable degree of care to avoid inadvertent disclosure and impermissible use of the Confidential Information, as it uses to protect its own confidential information of a like nature. For the purposes of this Agreement only, "representatives" includes a party’s directors, officers, employees, agents and advisors along with third parties retained by a party hereto for temporary administrative, clerical or programming support. A "need to know" means that the representative requires the Confidential Information to perform his/her responsibilities in connection with the Project.
4. The obligations of Paragraph 3 shall not apply to any Confidential Information which the Recipient can demonstrate:
(a) is or becomes available to the public through no breach of this Agreement.
(b) was previously known by the Recipient without any obligation to hold it in confidence.
(c) is received from a third party free to disclose such information without restriction to the best knowledge of the Recipient after reasonable investigation.
(d) is independently developed by the Recipient without the use of Confidential Information of the Disclosing Party.
(e) is approved for release by written authorization of the Disclosing Party, but only to the extent of such authorization.
(f) is required by law or regulation to be disclosed, but only to the extent and for the purposes of such required disclosure; or (g) is disclosed in response to a valid order of a court or other governmental body of the United States or any political subdivisions thereof, but only to the extent of and for the purposes of such order, and only if the Recipient first notifies the Disclosing Party of the order and permits the Disclosing Party to seek an appropriate protective order.
5. Confidential Information, including permitted copies, shall be deemed the property of the Disclosing Party. The Recipient shall, within twenty (20) days of a written request by the Disclosing Party, return all Confidential Information (or any designated portion thereof), including all copies thereof, to the Disclosing Party or, if so directed by the Disclosing Party, destroy such Confidential Information. The Recipient shall also, within ten (10) days of a written request by the Disclosing Party, certify in writing that it has satisfied its obligations under this Paragraph.
6. The parties agree that an impending or existing violation of any portion of this Agreement would cause the Disclosing Party irreparable injury for which it would have no adequate remedy at law, and agree that the Disclosing Party shall be entitled to obtain immediate injunctive relief prohibiting such violation, in addition to any other rights and remedies available to it.
7. Neither this Agreement nor any discussions or disclosures hereunder shall (a) be deemed a commitment to any business relationship, contact or future dealing with the other party, or (b) prevent either party from conducting similar discussions or performing similar work to that hereunder, so long as such discussions or work do not violate this Agreement. The exchanges between the parties are experimental, preliminary and are without prejudice to either party. Neither party shall introduce or permit the introduction of Confidential Information in any proceeding to establish license fees for any copyrighted work or use Confidential Information in connection with legislative activities related to copyright.
8. No patent, copyright, trademark or other proprietary right is licensed, granted or otherwise transferred by this Agreement or any disclosure hereunder, except for the right to use such information in accordance with this Agreement. No warranties of any kind are given with respect to the Confidential Information disclosed under this Agreement or any use thereof except that the Disclosing Party warrants that it has the authority to make the disclosures contemplated hereunder.
9. This Agreement shall be effective as of the date first written above and shall continue until terminated by either party upon thirty (30) days prior written notice. All obligations undertaken respecting Confidential Information disclosed hereunder shall survive termination of this Agreement for a period of five (5) years.
10. This Agreement may not be assigned by either party without the prior written consent of the other. No permitted assignment shall relieve the Recipient of its obligations hereunder with respect to Confidential Information disclosed to it prior to the assignment. Any assignment in violation of this Paragraph shall be void. This Agreement shall be binding upon the parties' respective successors and assigns.
11. If any provision of this Agreement shall be held invalid or unenforceable, such provision shall be deemed deleted from this Agreement and replaced by a valid and enforceable provision which so far as possible achieves the parties' intent in agreeing to the original provision. The remaining provisions of this Agreement shall continue in full force and effect.
12. Each party warrants that it has the authority to enter into this Agreement for itself and its corporate affiliates.
13. This Agreement shall not preclude or limit the independent development by or on behalf of any party of any products or systems involving technology or information of a similar nature to that disclosed hereunder or which compete with products or systems contemplated by such information, provided that it is done without use of or reliance upon the other party’s Confidential Information.
14. This Agreement represents the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior communications, agreements and understandings relating thereto. The provisions of this Agreement may not be modified, amended, or waived except by a written instrument duly executed by both parties. This Agreement shall be deemed to be an agreement made under, and to be construed and governed by the laws of the State of New York, exclusive of its choice of law rules. The parties expressly agree that any and all disputes arising out of or concerning this Agreement shall be litigated and adjudicated exclusively in state and/or federal courts located in either the State of New York, and each party consents and submits to such jurisdiction. This Agreement may be signed in duplicate originals, or in separate counterparts, which are effective as if the parties signed a single original. A facsimile or scan of any original signature transmitted by one party to the other party is effective as if the original was sent to the other party.
Effective October 21, 2021 to December 4, 2021
DownloadTable of Contents
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (this “Agreement”) is made as of [agreementDate] between [companyLegalName] and [counterpartyName].
The above named parties desire to begin discussions regarding a business opportunity of mutual interest (the “Business Purpose”). In connection with such discussions, the parties recognize that there is a need to disclose to each other certain confidential information to be used only for the Business Purpose and to protect such confidential information from unauthorized use and disclosure.
In consideration of the other party’s disclosure of such confidential information, each party agrees as follows:
1. For purposes of this Agreement, “Confidential Information” means any technical or business information disclosed by one party to the other party that: (i) if disclosed in writing, is marked “confidential” or “proprietary” at the time of such disclosure; (ii) if disclosed orally, is identified as “confidential” or “proprietary” at the time of such disclosure, and is summarized in a writing sent by the disclosing party to the receiving party within thirty (30) days after any such disclosure; or (iii) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary.
2. Each party agrees: (i) to maintain the other party’s Confidential Information in strict confidence; (ii) not to disclose such Confidential Information to any third parties; and (iii) not to use any such Confidential Information for any purpose except for the Business Purpose. Each party may disclose the Confidential Information of the other party to its employees and consultants who have a bona fide need to know such Confidential Information for the Business Purpose, but solely to the extent necessary to pursue the Business Purpose and for no other purpose; provided that each such employee and consultant first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the other party’s Confidential Information as those set forth in this Agreement. The provisions of this Section 2 will not restrict a party from disclosing the other party’s Confidential Information to the extent required by any law or regulation; provided that the party required to make such a disclosure uses reasonable efforts to give the other party reasonable advance notice of such required disclosure in order to enable the other party to prevent or limit such disclosure.
3. The receiving party’s obligations in Section 2 will not apply to the extent any Confidential Information:
(i) is now or hereafter becomes generally known or available to the public, through no act or omission on the part of the receiving party;
(ii) was known, without restriction as to use or disclosure, by the receiving party prior to receiving such information from the disclosing party;
(iii) is rightfully acquired by the receiving party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or
(iv) is independently developed by the receiving party without access to any Confidential Information of the disclosing party.
4. Upon the disclosing party’s request, the receiving party will promptly return to the disclosing party all tangible items and embodiments containing or consisting of the disclosing party’s Confidential Information and all copies thereof (including electronic copies) and provide the disclosing party with a written officer’s certificate certifying the receiving party’s compliance with the foregoing obligation.
5. All Confidential Information remains the sole and exclusive property of the disclosing party. Each party acknowledges and agrees that nothing in this Agreement will be construed as granting any rights to the receiving party, by license or otherwise, in or to any Confidential Information of the disclosing party, or any patent, copyright or other intellectual property or proprietary rights of the disclosing party, except as specified in this Agreement.
6. ALL CONFIDENTIAL INFORMATION IS PROVIDED BY THE DISCLOSING PARTY “AS IS.”
7. Each party acknowledges that the unauthorized use or disclosure of the disclosing party’s Confidential Information would cause the disclosing party to incur irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, each party agrees that the disclosing party will have the right to obtain immediate equitable relief to enjoin any unauthorized use or disclosure of its Confidential Information, in addition to any other rights and remedies that it may have at law or otherwise.
8. This Agreement will be construed, interpreted, and applied in accordance with the internal laws of the State of California (excluding its body of law controlling conflicts of law). This Agreement is the complete and exclusive statement regarding the subject matter of this Agreement and supersedes all prior agreements, understandings and communications, oral or written, between the parties regarding the subject matter of this Agreement. Neither party may assign this Agreement, in whole or in part, without the other party’s prior written consent, and any attempted assignment without such consent will be void.
9. This Agreement will commence on the date first set forth above and will remain in effect for five (5) years from the date of the last disclosure of Confidential Information by either party, at which time it will terminate.
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IN WITNESS WHEREOF, the parties hereto have executed this Mutual Non-Disclosure Agreement by their duly authorized officers or representatives as of the date first set forth above.
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Signature: | [companySignerSignature] | Signature: | [counterpartySignerSignature] |
Name: | [companySignerName] | Name: | [counterpartySignerName] |
[Signature Page to S&B Enterprises Mutual Non-Disclosure Agreement]
Terms of Service
Effective December 10, 2021
DownloadTable of Contents
These Terms of Service (the “Terms” or “Agreement”) form an agreement between you (as either an individual, or on behalf of the business you identified in your Application to become a FAM Publisher) (“You”) and FAM Networks, LLC (“FAM” or “Our”). You and FAM are sometimes each referred to in these Terms as a “Party” and collectively, the “Parties”.
By affirmatively accepting these Terms, you acknowledge that you have read this agreement, that you understand it, and that you agree to be bound by its terms. If you are accepting these Terms on behalf of your business, you also represent and warrant that you have authority to bind such entity. FAM’s obligations under these Terms, are conditioned upon, and subject to, FAM’s receipt of all documents necessary to effect payment to you. Capitalized terms used in these Terms and not otherwise defined in this introductory paragraph are further defined in these Terms hereunder. You agree as follows:
1. The Services and our commitment.
These Terms represent Your agreement to engage FAM to provide certain management services. For the duration of the Term, FAM shall have the exclusive unrestricted right to provide You the Services, and You shall receive (70%) Profit Share from Your Activity and the Opportunity Services, and (20%) from FAM Services according to the Payment Policy.
FAM agrees to make good faith efforts to provide You management activities, advice, and support for aspects of Your business, for the purpose of exceeding Your Income Target during the Term (“Services”). If FAM exceeds the Income Target in any month during any calendar quarter, then You agree to produce a Testimonial within the subsequent calendar month. The “Income Target” shall be the MG unless the Parties mutually agree otherwise in writing. “Your Activity” means activities related to Your Property completed solely by Your Team, such as You publishing Your Content on Your Accounts. “FAM Services” means the Content Services, Account Services, Opportunity Services, and any activities related to Affiliate Property completed by You. Each Party will always retain full ownership of, and absolute liability for its respective Property.
The Services may generate income from (a) advertising placed on Content, including but not limited to, video-on-demand and live streams (“Ad Revenue”), (b) revenue not from Ad Revenue, including but not limited to monthly subscription, performance based, and one-time payments made by third parties (“Non-Ad Revenue”), and (c) any other revenue source, without limitation.
During the Term after the Account Transfer Date, FAM shall pay You at least (100%) of the gross income generated from Your Activity (“MG”). FAM shall pay Your Profit Share, provided if it’s less than $100, then it may be carried over to the next pay period which is (30) days after the end of each calendar month (“Payment Policy”). FAM may deduct admin fees from Your Profit Share (not to exceed 2%). You shall be solely responsible for taxes due for monies paid to You by FAM.
“Account Services” means FAM’s exclusive, worldwide right to (a) Manage Your Accounts, including but not limited to, advertising sold (“Direct Sales”) and earnings generated from unlicensed use of Your Property by third parties (“Rights Opportunities”), (b) provide You Affiliate Content, and (c) Manage Approved Content on Your Accounts.
"Application” means the form you submit to FAM with Your Property information. “Affiliates” mean FAM and its Contacts.
“Account Transfer Date” means the date Your pre-existing Accounts have completed the Account Transfer.
“Contact” means any third-party FAM has worked with to provide the Services including but not limited to any current or previous contractor, client, or employee, as an individual or entity, who may have the potential to do business with You. A Contact does not include any third party with whom you can verifiably demonstrate you have a pre-existing relationship.
“Content” means any video, photo, audio, text, link, artwork, and other media or information published to an Account. Content featuring You that is produced solely by You is considered Your Content. Other Content featuring Your Property that is produced solely by FAM or that FAM makes production contributions to is considered “Produced Content” and Affiliate Content.
“Content Services” means FAM’s exclusive right to (a) Manage Your Content on any Platform, Account, or CSA without restriction, (b) assist You in producing Content, and (c) license Your Content to Contacts (“Contact Licensing”).
“CSA” means a channel, show, or app featuring the Content. Any CSA and its associated technology are considered Affiliate Property with features that may change without notice or be deactivated at any time in FAM’s sole discretion.
“Effective Date” means the date you accept these Terms, which marks the start of the Initial Term.
“Manage” means any management action including but not limited to repurposing, distributing, publishing, sharing, monetizing, liking, commenting on, promoting, and collecting revenue derived from Your Property.
"Net Income" means the gross income from the exploitation of Your Property minus any Platform fees. “Profit Share” means a percent of Net Income minus the Approved Expenses. “FAM Share” means the Net Income minus Your Profit Share.
“Opportunity Services” means FAM’s exclusive right to advise You on opportunities to accept for Your Property including, but not limited to, sponsorships (“Property Opportunities”) and to enter such Property Opportunities You approve in writing. FAM shall be entitled to a percentage of the gross income and ownership interest for compensation received from Property Opportunities entered during the Term, or as the result of any contract negotiated with a Contact during or after the Term.
“Initial Term” means a period of (1) year from either the Effective Date or Account Transfer Date, whichever occurs later.
“Term” means the duration of the Agreement that includes the Initial Term, with automatic, successive Renewal Terms thereafter, unless FAM does not exceed the MG, then You shall have the option to provide Notice to terminate these Terms at least (30) days before the next Renewal Term. “Renewal Term” means any (1) year period after the Initial Term.
2. Your Activity and our community.
You agree to Your Participation of producing new Qualified Videos during each week of the Term and may have (5) additional days to complete Your Participation during each applicable week (“Grace Period”), subject to FAM’s discretion.
You represent and warrant that (a) You are at least 18 years of age, (b) You have the full right and power to execute this Agreement, (c) You are the legal owner of all Your Property, (d) You have not and shall not grant any right permitting any third party to exercise any right which conflicts with those granted to FAM, and (e) Your Property and Your Team (i) complies with all applicable international, federal, and local regulations, as well as the terms set by the Platforms, (ii) does not infringe upon or violate any rights of any third party, including without limitation, trademark, copyright, literary, dramatic right or other intellectual property right, or right of privacy or publicity of any third party, and does not constitute a libel, defamation or slander of Affiliates, (iii) has all necessary rights and binding agreements for third parties contributing any rights, materials or services in connection with Your Property, and (iv) will obtain FAM’s written approval prior to posting Other Content. The foregoing subsections (a) through (e) are collectively the “Compliance Obligation”. “Your Team” means You and any third party working on Your behalf.
During the Term, You agree to designate FAM as exclusive manager of Your Property and shall grant FAM access to Your Accounts by (a) linking to FAM’s Accounts and software, (b) inviting FAM’s specified Contacts to be the only users with full access, and (c) specifying FAM’s business manager or content owner as the owner of Your Accounts as directed by FAM (“Account Transfer”). You shall always retain full ownership of Your Property as described hereunder and after the Term, Your Web Accounts shall be transferred to You as directed by You. During the Term, (a) the Account Transfer shall apply to the Account connected in Your Application and any Accounts related to Your Property, and (b) FAM shall exclusively manage the process of adding users to Your Account on your behalf if Your Team needs to add user access to Your Accounts.
You hereby grant FAM and its successors the non-exclusive, transferable, irrevocable, perpetual, royalty-free, worldwide right and license to use Your Property in connection with promoting and monetizing Your Property and Affiliate Property. You also hereby grant FAM and its successors the non-exclusive, irrevocable, transferable, royalty-free, perpetual, worldwide right and license, in all languages, formats, media and distribution now known or hereafter devised throughout the universe, without restriction, to: (i) copy, fix, reproduce, publish, distribute, monetize, offer for sale, sublicense, or sell any part or all of Your Content, in any manner; (ii) modify, alter, or simulate Your Property in the production of Produced Content, including but not limited to the title, duration, sequencing, audio, visual, voice, diction, text, or graphics, without restriction; (iii) utilize Your Property in connection with the advertisement, publicity, marketing, merchandising, sale, or distribution related to Your Property or Affiliate Property; (iv) publicly perform or authorize others to publicly perform Your Content in connection with the publicity, marketing, distribution, or sale of Your Property or Affiliate Property; (v) use any licensed trademarks contained in Your Property in connection with the reproduction, publishing, distribution, or offering for sale related to Your Content or Affiliate Property; and (vi) sublicense the rights granted in this Agreement to any Contact without restriction. The foregoing rights shall be exclusive during the Term. You hereby irrevocably designate and appoint FAM as your attorney‑in‑fact, to act on your behalf for the limited purpose of executing and filing any document and doing all other lawfully permitted acts to secure FAM’s rights and to further the prosecution, issuance and enforcement of the rights granted under these Terms with the same force and effect as if executed and delivered by You.
If You directly collect income derived from the Services or Contacts during the Term or after its expiration, You understand You are contractually bound to pay the total to FAM and redirect future payments to be paid directly to FAM, and FAM shall pay Your Profit Share under these Terms. You shall keep complete records related to Your Property. You shall permit FAM to appoint an independent accounting firm to make copies of and examine said records. If any audit discloses that You underpaid the FAM Share due to FAM, You shall pay the costs of the auditor in addition to the applicable outstanding sums within (5) business days. Following the expiration of the Term, FAM shall receive (a) the FAM Share from all Property Opportunities and Rights Opportunities entered between You and any Contacts (collectively “Opportunities”), and (b) all gross income from the Affiliate Services related to Your Property. You may contact, use Content from, or participate in a transaction with any Contacts only if You first obtain written permission from FAM (“Permission”). You shall keep the names and information of such Contacts confidential. If during the Term and six (6) months thereafter, You plan to sell rights to any of Your Property or engage similar services for Your Property, (each an “Offer), then You will give FAM a first Right of Refusal.
“Approved Expenses” means expenses approved by You including the Operational Fee. “Operational Fee” means the Base Fee prorated by the percent Your Participation is not completed during each week of the Term. “Base Fee” is equal to $1,500.
“Participation” means You producing and publishing at least (1) Qualified Video per week if You have a Qualified Library, or (3) Qualified Videos per week if you don’t have a Qualified Library. “Qualified Video” means an on-demand or live stream video featuring You that lasts at least (3) minutes. “Qualified Library” includes a total of at least (250) Qualified Videos.
“Testimonial” means a video of You discussing Your successful experience with FAM which shall be submitted to FAM for (a) review, feedback, and approval before publishing, and (b) marketing FAM through posts and direct messages on the Accounts.
“Right of Refusal” means FAM’s right to review and accept an Offer (30) days from the Notice of such Offer. If FAM declines an Offer, then You may complete the Offer with such third-party, provided You submit the final third-party contract terms to FAM for review and confirmation that such Offer does not conflict with these Terms and are no more favorable than set forth in the Notice.
3. Additional provisions.
These Terms represent the entire agreement between the Parties with respect to the subject matter hereunder and supersedes all previous agreements, either oral or written. These Terms may only be amended by mutual written consent of the Parties. You have reviewed and had the opportunity for legal counsel to review this Agreement. The rule of construction that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any subsequent amendments. The Parties agree no compensation shall be due to You under any prior agreement.
FAM is not an employment agency and Your relationship with FAM is that of independent contractor. You will not have any power or authority to bind FAM to any obligation. You understand and agree that these Terms or your relationship with FAM by way hereof will not create the relationship of employment, partnership, or any similar other relationship between You and FAM.
During the Term, FAM may conduct Research Activities using Your Accounts as a testing ground. FAM shall be responsible to pay any associated fees, whether the research fails or not. You shall not be compensated for the Research Activities unless mutually agreed to in writing. “Research Activities” mean non-revenue generating activities conducted systematically by FAM to test various methods for achieving the highest performing Results that rely on the principles of computer science to (a) improve reliability and quality of the Services, and (b) reduce uncertainties related to the Results. Any results, including but not limited to, algorithms, metrics, analytics, methods, technical information, and any associated rights related to the Research Activities, shall be owned by FAM and considered FAM Property as described herein ("Research Results” or Results”).
You agree to defend, indemnify, and hold harmless FAM and its Contacts from and against all actions, claims, damages, and costs, including, reasonable attorney fees and expenses arising out of (a) any Breach of Your obligations, representations, and warranties herein, (b) any misrepresentations made by You to third parties that lead to a cause of action or litigation against FAM, or (c) Your negligence or willful misconduct.
The failure by either Party to enforce any of these Terms, at any time or for any period of time, shall not be a waiver of the right to enforce any such terms at any subsequent time. All rights and remedies available to the Parties under this Agreement and the general law shall be cumulative, and no exercise of any such right or remedy shall restrict or prejudice the exercise of any other right or remedy granted hereunder or otherwise available to such Party. If any provision of the Agreement is declared by any judicial or competent authority to be voidable, illegal, or unenforceable, the Parties shall amend such provision to achieve the intention of the Parties without illegality, and the remaining provisions hereunder shall remain in full force and effect.
The Parties agree that any and all disputes, claims, or controversies arising out of or relating to this Agreement that are not resolved by their mutual agreement (a) shall be brought by a Party in such Party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and (b) shall be submitted to final and binding arbitration before JAMS (formerly Judicial Arbitration and Mediation Services), or its successor, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. Either Party may commence the arbitration process called for in this section by filing a written demand for arbitration with JAMS, with a copy to the other Party. The arbitration will be conducted in accordance with the provisions of JAMS’ Comprehensive Arbitration Rules and Procedures in effect at the time of filing the demand for arbitration. The Parties will cooperate with JAMS and with one another in selecting a single arbitrator from JAMS’ panel of neutrals, and in scheduling the arbitration proceedings, which shall take place in Nassau County, New York, and in the English language. The Parties agree that they will participate in the arbitration in good faith, and that they will share equally in its costs. The provisions of this section may be enforced by any Court of competent jurisdiction, and the Party seeking enforcement shall be entitled to an award of all costs, fees, and expenses, including attorneys’ fees, to be paid by the Party against whom enforcement is ordered.
EXCEPT FOR THE EXPRESS WARRANTIES MADE HEREIN, THE PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF FITNESS OR MERCHANTABILITY FOR A PARTICULAR PURPOSE. EXCEPT FOR THE INDEMNITIES SET FORTH HEREIN, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR PENALTIES ARISING FROM OR RELATED TO THIS AGREEMENT.
The provisions of this Agreement specified and meant to survive termination include, but are not limited to, Your Compliance Obligation and your obligations concerning Indemnification, attorney-in-fact designation, arbitration, payment and shall remain in full force and effect, unless otherwise mutually agreed to in writing. FAM may terminate this Agreement for any reason at any time with Notice to you.
“Notice” means communication made by email, SMS, or similar digital message deemed given on the date of its transmission (“Notice Date”) provided such Notice is successfully transmitted. Any Notice of consent given by You under the Agreement shall be binding, however, any waiver or consent by FAM may only be binding upon signed amendment to this Agreement.
4. Property provisions.
You hereby represent and warrant that Your Property is not the subject of pending or threatened action claiming infringement of any third party right, and You have not received any Notice that using Your Property is unauthorized or infringes upon the rights of any third party (each a “Claim”). If You become aware of any Claim, You shall immediately provide Notice of such Claim to FAM.
You will ensure that Your Team will honor these Terms and not take any Invalid Actions. You acknowledge and agree (a) FAM may take any action it deems necessary to prevent any potential Invalid Action by Your Team, or enforce these Terms (each a “FAM Action”), (b) FAM may assign this Agreement to any third party in its sole discretion, and (c) You may not assign this Agreement without FAM’s written consent because it’s deemed personal in nature to You.
All Your Content and any Affiliate Content provided by FAM is deemed approved by You for use hereunder (“Approved Content”). You may only unpublish or delete an Account or Approved Content if FAM gives You written notice from a Platform with instructions to do so, or if the Parties mutually agree to replace such Content in writing. The foregoing includes pre-existing and future Content. If during the Term, You wish to publish Content other than Approved Content (“Other Content”), then You shall first submit such Other Content to FAM for review, feedback and approval by FAM before publishing such Other Content to an Account. Any Other Content or Your Content that violates these Terms, including but not limited to the Compliance Obligation (the “Unapproved Content”), shall not be published by You and may be removed by FAM at any time. FAM may take any action it deems necessary to revise any metadata or thumbnail for Content published to Your Accounts.
Any notice provided by a Platform of (a) “Limited Originality” (as defined by the respective Platform) is due to a lack of Your Content published to Your Accounts, and shall not be considered a Breach by either Party unless it is due to an under-delivery of the Participation, and (b) an invalid Claim or copyright strike against Affiliate Content published by FAM shall not be deemed a Breach by FAM. In the event any Account is demonetized by a Platform (“Demonetization”) the MG shall not be in effect during such period of Demonetization. FAM may but is not obligated to provide You documentation of such Demonetization, if any.
In the event of a Breach, You will not oppose a request for injunctive relief, including any affirmative temporary restraining order, with or without notice; any preliminary injunction; or permanent order to enjoin any further Breach, in addition to any prayer for monetary relief for damages suffered by FAM. You acknowledge that any such damages will be difficult if not impossible to calculate in monetary terms and will be irreparable to FAM, and this shall not limit any other remedies against You for such Breach in law or in equity. In the event of a Breach by You, including but not limited to taking an Invalid Action, you acknowledge and understand that You shall be required to immediately pay FAM the Accelerated Payment and FAM shall have the right to keep any Profit Share in its possession at the time of such Breach or thereafter for the purpose of satisfying the Accelerated Payment until such AP Term is complete. You shall have (1) business day from the Notice Date FAM provides You Notice specifying the alleged Breach to cure such Breach (“Cure Period”). Any Breach not cured during the Cure Period shall be referred to as a “Uncured Breach”.
“Account” means any account for a Media Platform (“Web Account”), a Distribution Platform, or related payout source, as well as any derivative Accounts now known or hereafter devised throughout the universe that may exist during the Term.
“Accelerated Payment” means an amount equal to the average monthly Net Income received during the Term, with a minimum amount equal to the Base Fee, multiplied by the total months remaining in the AP Term. The Accelerated Payment is not a penalty, but rather a remedial measure for FAM to recoup its damages and guarantee that FAM doesn't incur any additional damages in case of an impending breach. “AP Term” means the time left in the Term plus an automatic extension of one Renewal Term each year until the Accelerated Payment has been satisfied, with a minimum of one Renewal Term per Uncured Breach. During the AP Term, the MG shall not be in effect and FAM shall not be obligated to pay You such MG.
“Affiliate Property” means Property owned by the Affiliates. “Affiliate Content” means Content owned by the Affiliates.
“Brand” means the image, including, but not limited to the name, likeness, characteristics, and voice related to an Account.
“Breach” means any Invalid Action or violation of the Terms by You that may cause damage and harm to FAM, including but not limited to loss of competitive advantage or revenue, increase in costs, and other harm not yet ascertainable to FAM.
“Invalid Action” means any action that may frustrate the objective of maximizing the Net Income, including but not limited to, (i) removal of Approved Content or publishing Unapproved Content during or after the Term, (ii) attempting to circumvent these Terms or any of FAM’s rights, including but not limited to, not disclosing all Your Property, or attempting to monetize Your Property with any third party entity without prior written approval by FAM, (iii) causing an improper Claim against FAM’s use of Your Property, or attempting to block FAM’s collection of revenue from the FAM Services, (iv) violating the Compliance Obligation or Your Confidentiality Obligation, (vi) giving users access to Your Accounts, or (vii) threatening to take any such Invalid Action.
“IP” means intellectual property including, without limitation, trademarks, copyrights, and any associated rights therein.
“Media Platform” means Facebook, Instagram, Snapchat, and YouTube, and “Distribution Platform” means platforms other than Media Platforms including, but not limited to any website, tv, app, blockchain or course platforms (collectively the “Platforms”).
“Property” refers to any Brand, Account, Content, or IP. “Your Property” means Your pre-existing and future Property.
Effective December 4, 2021 to December 10, 2021
DownloadTable of Contents
These Terms of Service (the “Terms” or “Agreement”) form an agreement between you (as either an individual, or on behalf of the business you identified in your application to become a FAM Publisher) (“You”) and FAM Networks, LLC (“FAM” or “Our”). You and FAM are sometimes each referred to in these Terms as a “Party” and collectively, the “Parties”.
By affirmatively accepting these Terms, you acknowledge that you have read this agreement, that you understand it, and that you agree to be bound by its terms. If you are accepting these Terms on behalf of your business, you also represent and warrant that you have authority to bind such entity. FAM’s obligations under these Terms, are conditioned upon, and subject to, FAM’s receipt of all documents necessary to effect payment to you. Capitalized terms used in these Terms and not otherwise defined in this introductory paragraph are further defined in these Terms hereunder. You agree as follows:
1. The Services and our commitment.
These Terms represent Your agreement to engage FAM to provide certain management services. For the duration of the Term, FAM shall have the exclusive unrestricted right to provide You the Services, and You shall receive Profit Share of (70%) from Your Activity and the Business Opportunity Services, and (20%) from FAM Services according to the Payment Policy.
FAM shall make good faith efforts to advise You on aspects of business and provide support You may require to further Your career including the provision of management activities for the purpose of exceeding Your Income Target (“Services”). If FAM exceeds the Income Target in any month during any calendar quarter, then You agree to produce a Testimonial within the subsequent calendar month.
The “Income Target” shall be the MG unless the Parties mutually agree otherwise in writing.
“Your Activity” means activities related to Your Property completed solely by Your Team, such as You publishing Your Content on Your Accounts.
“FAM Services” means the Content Services, Account Services, Business Opportunity Services, and any activities related to Affiliate Property completed by You.
The Services may generate income from (a) advertising placed on Content, including but not limited to, video-on-demand and live streams (“Ad Revenue”), (b) revenue not from advertising on Content, including but not limited to monthly subscription, performance based, and one-time payments made by third parties (“Non-Ad Revenue”), and (c) any other revenue source, without limitation.
During the Term after the Account Transfer Date, FAM shall pay You at least (100%) of the gross income generated from Your Activity (“MG”). FAM shall pay Your Profit Share, provided if Your Profit Share is less than $100, then it may be carried over to the next pay period which is (30) days after the end of such calendar month (“Payment Policy”). FAM may deduct admin fees from Your Profit Share (not to exceed 2%). You shall be solely responsible for any taxes due for monies paid to You by FAM.
“Account Services” means FAM’s exclusive, worldwide right to (a) Manage and collect revenue generated from Your Accounts, including but not limited to, advertising sold (“Direct Sales”) and earnings generated from unlicensed use of Your Property by third parties (“Rights Opportunities”), (b) provide You Affiliate Content, and (c) Manage Approved Content on Your Accounts.
“Account Transfer Date” means the date Your pre-existing Accounts have completed the Account Transfer.
"Application” means the form you submit to FAM with Your Property information.
“Business Opportunity Services” means FAM’s exclusive right to advise You on which opportunities to accept for Your Property including, but not limited to, partnerships and sponsorships (“Business Opportunities”) and to enter such Business Opportunities You approve in writing. FAM shall be entitled to a percentage of the gross income and ownership interest for compensation received from Business Opportunities entered during the Term, or as the result of any contract negotiated with a Contact during or after the Term.
“Contact” means any third-party FAM has worked with to provide the Services including but not limited to any current or previous contractor, client, or employee, as an individual or entity, who may have the potential to do business with You. A Contact does not include any third party with whom you can verifiably demonstrate you have a pre-existing relationship.
“Content” means any video, photo, audio, text, link, artwork, and other media or information published to an Account. Content featuring You that is produced solely by You is considered Your Content. Other Content featuring Your Property that is produced solely by FAM or that FAM makes production contributions to is considered “Produced Content” and Affiliate Content.
“Content Services” means FAM’s exclusive right to (a) Manage and collect revenue from Your Content on any Platform, Account, or CSA without restriction, (b) assist You in producing Content, and (c) license Your Content to Contacts (“Contact Licensing”).
“CSA” means a channel, show, or app featuring Content that may include FAM branding. Any CSA and its associated technology is considered Affiliate Property with features that may change without notice or be deactivated at any time in FAM’s sole discretion.
“Effective Date” means the date you accept these Terms, which marks the start of the Initial Term.
“Manage” means any management action taken including but not limited to (a) repurposing, optimizing, distributing, publishing, sharing, or monetizing Content, and (b) liking, commenting on, and promoting any post featuring such Content.
"Net Income" means the gross income from the exploitation of Your Property minus any Platform fees.
“Profit Share” means a percent of Net Income minus the Approved Expenses.
“FAM Share” means the Net Income minus Your Profit Share.
“Initial Term” means a period of (1) year from either the Effective Date, or the Account Transfer Date, whichever occurs later.
“Renewal Term” means any successive (1) year periods after the Initial Term.
“Term” means the duration of the Agreement that includes the Initial Term, with automatic, successive Renewal Terms thereafter, unless FAM does not exceed the MG, then You shall have the option to provide Notice to terminate this Agreement at least (30) days before the next Renewal Term.
“Your Team” means You and any third party working on Your behalf.
2. Your Activity and our community.
You shall fulfill Your Participation of producing and publishing new Qualified Videos during each week of the Term and You may have (5) additional days to complete Your Participation during each applicable week (“Grace Period”), subject to FAM’s discretion.
You represent and warrant that (a) You are at least 18 years of age, (b) You have the full right and power to execute this Agreement, (c) You are the legal owner of all Your Property, (d) You have not and shall not grant any right permitting any third party to exercise any of the rights which conflict with those granted to FAM herein, and (e) Your Property and Your Team (i) complies with all applicable international, federal, state and local regulations, as well as the terms set by the Platforms, (ii) does not infringe upon or violate any rights of any third party, including without limitation, trademark, copyright, literary, dramatic right or other intellectual property right, or right of privacy or publicity of any third party, and does not constitute a libel, defamation or slander of FAM or its Contacts, (iii) has all necessary legal rights and binding agreements for third parties contributing any rights, materials or services in connection with Your Property, and (iv) will obtain FAM’s written approval prior to posting Other Content. The foregoing subsections (i) through (iv) are collectively the “Property Compliance”.
During the Term, You agree to designate FAM as the exclusive manager of Your Property and shall grant FAM access to Your Accounts by (a) linking to FAM’s Accounts and software, (b) inviting FAM’s specified Contacts to be the only users with full access, and (c) specifying FAM’s business manager or content owner as the owner of Your Accounts as directed by FAM (the “Account Transfer”). For clarity, You shall always retain full ownership of Your Property as described hereunder and after the Term, Your Web Accounts shall be transferred to You as directed by You. During the Term, (a) the Account Transfer shall apply to the Account connected in Your Application and any Accounts related to Your Property, and (b) FAM shall exclusively manage the process of adding users to Your Account on your behalf if Your Team needs to add user access to Your Accounts.
You hereby grant FAM and its successors the non-exclusive, transferable, irrevocable, perpetual, royalty-free, worldwide right and license to display and use Your Property in connection with promoting and monetizing Your Property and the Affiliate Property. You also hereby grant FAM and its successors the non-exclusive, irrevocable, transferable, royalty-free, perpetual, worldwide right and license, in any and all languages, formats, media and distribution now known or hereafter devised throughout the universe, without restriction, to: (i) copy, fix, reproduce, publish, distribute, monetize, offer for sale, sublicence, or sell any part or all of Your Content, in any manner; (ii) modify, alter, or simulate Your Property in the production of Produced Content, including but not limited to the title, duration, sequencing, audio, visual, voice, diction, text, or graphics, without restriction; (iii) utilize Your Property in connection with the advertisement, publicity, marketing, merchandising, sale, or distribution related to Your Property or Affiliate Property; (iv) publicly perform or authorize others to publicly perform Your Content in connection with the advertisement, publicity, marketing, distribution, or sale of Your Property or Affiliate Property; (v) use any licensed trademarks contained in Your Property in connection with the reproduction, publishing, distribution, or offering for sale related to Your Content or Affiliate Property as described herein; and (vi) sublicense the rights granted in this Agreement to any Contact without restriction. The foregoing rights shall be exclusive during the Term. You hereby irrevocably designate and appoint FAM as your attorney‑in‑fact, to act on your behalf for the limited purpose of executing and filing any document and doing all other lawfully permitted acts to secure FAM’s rights and to further the prosecution, issuance and enforcement of the rights granted under this Agreement with the same force and effect as if executed and delivered by you.
If You directly collect income derived from the Services or Contacts during or after the Term, You acknowledge that You are contractually bound to pay the total to FAM and redirect future payments to be paid directly to FAM, and FAM shall pay You the Profit Share, if any, in accordance with these Terms. During the Term and for (3) years thereafter, You shall keep accurate and complete records related to Your Property. You shall permit FAM to appoint an independent accounting firm to make copies of and examine said records at FAM’s expense. If any audit discloses that You underpaid the FAM Share due to FAM, You shall pay the costs of the auditor in addition to the applicable outstanding sums within (5) business days. Following the expiration of the Term, FAM shall receive (a) the FAM Share from all Business Opportunities and Rights Opportunities entered between You and any Contacts (collectively “Opportunities”), and (b) all gross income from the Affiliate Services related to Your Property. You may contact, use Content from, or participate in a transaction with any Contacts only if You first obtain written permission from FAM (“FAM Permission”). You shall keep confidential the names and information of such Contacts. If during the Term and six (6) months thereafter, You plan to sell rights to any of Your Property or engage similar services for Your Property, (each an “Offer), then You will give FAM a first Right of Refusal.
“Approved Expense” means any expense approved by You including the Operational Fee.
“Base Fee” is equal to $1,500.
“Operational Fee” means the Base Fee prorated by the percent Your Participation is not completed during each week of the Term.
“Participation” means You producing and publishing at least (1) new Qualified Video per week if You have a Qualified Library, or (3) Qualified Videos per week if you don’t have a Qualified Library.
“Qualified Video” means an on-demand or live stream video featuring You that lasts at least (3) minutes.
“Qualified Library” includes a total of at least (250) Qualified Videos.
“Testimonial” means a video showcasing You discussing Your successful experience with FAM which shall be submitted to FAM for (a) review, feedback and approval before publishing, and (b) marketing FAM through posts and direct messages on the Accounts.
“Right of Refusal” means FAM’s right to review and accept an Offer (30) days from the Notice of such Offer. If FAM declines an Offer, then You may complete the Offer with such third-party, provided You submit the final third-party contract terms to FAM for review and confirmation that such Offer does not conflict with these Terms and are no more favorable than set forth in the Notice.
3. Additional provisions.
This Agreement represents the entire agreement between the Parties with respect to the subject matter hereunder and supersedes all previous agreements, either oral or written. This Agreement may only be amended by mutual written consent of the Parties. You have reviewed and had the opportunity for legal counsel to review this Agreement. The rule of construction that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any subsequent amendments. The Parties agree no compensation shall be due to You under any prior agreement.
FAM is not an employment agency and Your relationship with FAM is that of independent contractor. You will not have any power or authority to bind FAM to any obligation. You understand and agree that these Terms or your relationship with FAM by way hereof will not create the relationship of employment, partnership, or any similar other relationship between You and FAM.
During the Term, FAM may conduct Research Activities using Your Accounts as a testing ground. FAM shall be responsible to pay any associated fees, whether the research fails or not. You shall not be compensated for the Research Activities unless mutually agreed to in writing. “Research Activities” mean non-revenue generating activities conducted systematically by FAM to test various methods for achieving the highest performing Research Results that rely on the principles of computer science to (a) improve reliability and quality of the Services, and (b) reduce uncertainties related to the Research Results. Any results, including but not limited to, algorithms, metrics, analytics, methods, technical information, and any associated rights related to the Research Activities, shall be owned by FAM and considered FAM Property as described herein ("Research Results” or Results”).
You agree to defend, indemnify and hold harmless FAM and its Contacts from and against any and all actions, claims, damages, and costs, including, reasonable attorney fees and expenses arising out of (a) any Breach of Your obligations, representations and warranties herein, (b) any misrepresentations made by You to third parties that lead to a cause of action or litigation against FAM, or (c) Your negligence or willful misconduct.
The failure by either Party to enforce any of these Terms, at any time or for any period of time, shall not be a waiver of the right to enforce any such terms at any subsequent time. All rights and remedies available to the Parties under this Agreement and the general law shall be cumulative, and no exercise of any such right or remedy shall restrict or prejudice the exercise of any other right or remedy granted hereunder or otherwise available to such Party. If any provision of the Agreement is declared by any judicial or competent authority to be voidable, illegal or unenforceable, the Parties shall amend such provision to achieve the intention of the Parties without illegality, and the remaining provisions hereunder shall remain in full force and effect.
The Parties agree that any and all disputes, claims, or controversies arising out of or relating to this Agreement that are not resolved by their mutual agreement (a) shall be brought by a Party in such Party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and (b) shall be submitted to final and binding arbitration before JAMS (formerly Judicial Arbitration and Mediation Services), or its successor, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. Either Party may commence the arbitration process called for in this section by filing a written demand for arbitration with JAMS, with a copy to the other Party. The arbitration will be conducted in accordance with the provisions of JAMS’ Comprehensive Arbitration Rules and Procedures in effect at the time of filing the demand for arbitration. The Parties will cooperate with JAMS and with one another in selecting a single arbitrator from JAMS’ panel of neutrals, and in scheduling the arbitration proceedings, which shall take place in Nassau County, New York, and in the English language. The Parties agree that they will participate in the arbitration in good faith, and that they will share equally in its costs. The provisions of this section may be enforced by any Court of competent jurisdiction, and the Party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by the Party against whom enforcement is ordered.
EXCEPT FOR THE EXPRESS WARRANTIES MADE HEREIN, THE PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF FITNESS OR MERCHANTABILITY FOR A PARTICULAR PURPOSE. EXCEPT FOR THE INDEMNITIES SET FORTH HEREIN, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR PENALTIES ARISING FROM OR RELATED TO THIS AGREEMENT.
The provisions of this Agreement specified and meant to survive termination include, but are not limited to, Your Compliance Obligation and shall remain in full force and effect, unless otherwise mutually agreed to in writing. FAM may terminate this Agreement for any reason at any time with Notice to you.
“Notice” means communication made by email, SMS, or similar digital message deemed given on the date of its transmission (“Notice Date”) provided such Notice is successfully transmitted. Any Notice of consent given by You under the Agreement shall be binding, however, any waiver or consent by FAM may only be binding upon signed amendment to this Agreement.
4. Property provisions.
You will ensure that Your Team will honor these Terms and not take any Invalid Actions. You acknowledge and agree (a) FAM may take any action it deems necessary to prevent any potential Invalid Action by Your Team, or enforce these Terms (each a “FAM Action”), (b) FAM may assign this Agreement to any third party in its sole discretion, and (c) You may not assign this Agreement without FAM’s written consent because it’s deemed personal in nature to You.
All Your Content and any Affiliate Content provided by FAM is deemed approved by You for use hereunder (“Approved Content”). You may only unpublish or delete an Account or Approved Content if FAM gives You written notice from a Platform with instructions to do so, or if the Parties mutually agree to replace such Content in writing. The foregoing includes pre-existing and future Content. If during the Term, You wish to publish Content other than Approved Content (“Other Content”), then You shall first submit such Other Content to FAM for review, feedback and approval by FAM before publishing such Other Content to an Account. Any Other Content or Your Content that violates these Terms, including but not limited to the Property Compliance (the “Unapproved Content”), shall not be published by You and may be removed by FAM at any time. FAM may take any action it deems necessary to revise any metadata or thumbnail for Content published to Your Accounts.
Any notice provided by a Platform of (a) “Limited Originality” (as defined by the respective Platform) is due to a lack of Your Content published to Your Accounts, and shall not be considered a Breach by either Party unless it is due to an under-delivery of the Participation, and (b) an invalid Claim or copyright strike against Affiliate Content published by FAM shall not be deemed a Breach by FAM. In the event any Account is demonetized by a Platform (“Demonetization”) the MG shall not be in effect during such period of Demonetization. FAM may but is not obligated to provide You documentation of such Demonetization, if any.
In the event of a Breach, You will not oppose a request for injunctive relief, including any affirmative temporary restraining order, with or without notice; any preliminary injunction; or permanent order to enjoin any further Breach, in addition to any prayer for monetary relief for damages suffered by FAM. You acknowledge that any such damages will be difficult if not impossible to calculate in monetary terms and will be irreparable to FAM, and this shall not limit any other remedies against You for such Breach in law or in equity. In the event of a Breach by You, including but not limited to taking an Invalid Action, you acknowledge and understand that You shall be required to immediately pay FAM the Accelerated Payment and FAM shall have the right to keep any Profit Share in its possession at the time of such Breach or thereafter for the purpose of satisfying the Accelerated Payment until such AP Term is complete. You shall have (1) business day from the Notice Date FAM provides You Notice specifying the alleged Breach to cure such Breach (“Cure Period”). Any Breach not cured during the Cure Period shall be referred to as a “Uncured Breach”.
“Account” means any account for a Media Platform (“Web Account”), a Distribution Platform, or related payout source, as well as any derivative Accounts now known or hereafter devised throughout the universe that may exist during the Term.
“Accelerated Payment” means an amount equivalent to the average monthly Net Income received under these Terms prior to the date of Breach, with a minimum amount equal to the Base Fee, multiplied by the total months remaining in the AP Term. The Accelerated Payment is not a penalty, but rather a remedial measure for FAM to recoup its damages and guarantee that FAM doesn't incur any additional damages in the face of an impending breach.
“Affiliate Property” means Property owned by FAM or a Contact (collectively the “Affiliates”), including without limitation, an Affiliate’s Content (“Affiliate Content”).
“Brand” means the image, including, but not limited to the name, likeness, characteristics, and voice related to an Account.
“AP Term” means the time left in the Term plus an automatic extension of one Renewal Term each year until the Accelerated Payment has been satisfied, with a minimum of one Renewal Term per Uncured Breach. During the AP Term the MG shall no longer be in effect and FAM shall not be obligated to pay You such MG.
“Breach” means any Invalid Action or other violation of these Terms by You that may cause damage and harm to FAM, including but not limited to loss of competitive advantage, loss of revenue, increase in costs, and other harm not yet ascertainable to FAM.
“Invalid Action” means any action that may frustrate the objective of maximizing the Net Income, including but not limited to, (i) removal of Approved Content or publishing Unapproved Content during or after the Term, (ii) attempting to circumvent these Terms or any of FAM’s rights herein, including but not limited to, not disclosing all Your Property, or attempting to monetize Your Property with any third party entity without prior written approval by FAM, (iii) causing an improper Claim against FAM’s use of Your Property, or attempting to block FAM’s collection of revenue from the FAM Services, (iv) violating Property Compliance or the Confidentiality Terms, (vi) giving users access to Your Accounts, or (vii) threatening to take any such Invalid Action.
“IP” means intellectual property including, without limitation, trademarks, copyrights, and any associated rights therein.
“Media Platform” means Facebook, Instagram, Snapchat, and YouTube, and “Distribution Platform” means platforms other than Media Platforms including, but not limited to any website, tv, app, blockchain or course platforms (collectively the “Platforms”).
“Property” refers to any Brand, Account, Content, or IP. “Your Property” means Your pre-existing and future Property.
Effective December 4, 2021 to December 4, 2021
DownloadTable of Contents
These Terms of Service (the “Terms” or “Agreement”) form an agreement between you (as either an individual, or on behalf of the business you identified in your application to become a FAM Publisher) (“You”) and FAM Networks, LLC (“FAM” or “Our”). You and FAM are sometimes each referred to in these Terms as a “Party” and collectively, the “Parties”.
By affirmatively accepting these Terms, you acknowledge that you have read this agreement, that you understand it, and that you agree to be bound by its terms. If you are accepting these Terms on behalf of your business, you also represent and warrant that you have authority to bind such entity. FAM’s obligations under these Terms, are conditioned upon, and subject to, FAM’s receipt of all documents necessary to effect payment to you. Capitalized terms used in these Terms and not otherwise defined in this introductory paragraph are further defined in these Terms hereunder. You agree as follows:
1. The Services and our commitment.
These Terms represent Your agreement to engage FAM to provide certain management services. For the duration of the Term, FAM shall have the exclusive unrestricted right to provide You the Services, and You shall receive Profit Share of (70%) from Your Activity and the Business Opportunity Services, and (20%) from FAM Services according to the Payment Policy.
FAM shall make good faith efforts to advise You on aspects of business and provide support You may require to further Your career including the provision of management activities for the purpose of exceeding Your Income Target (“Services”). If FAM exceeds the Income Target in any month during any calendar quarter, then You agree to produce a Testimonial within the subsequent calendar month.
The “Income Target” shall be the MG unless the Parties mutually agree otherwise in writing.
“Your Activity” means activities related to Your Property completed solely by Your Team, such as You publishing Your Content on Your Accounts.
“FAM Services” means the Content Services, Account Services, Business Opportunity Services, and any activities related to Affiliate Property completed by You.
The Services may generate income from (a) advertising placed on Content, including but not limited to, video-on-demand and live streams (“Ad Revenue”), (b) revenue not from advertising on Content, including but not limited to monthly subscription, performance based, and one-time payments made by third parties (“Non-Ad Revenue”), and (c) any other revenue source, without limitation.
During the Term after the Account Transfer Date, FAM shall pay You at least (100%) of the gross income generated from Your Activity (“MG”). FAM shall pay Your Profit Share, provided if Your Profit Share is less than $100, then it may be carried over to the next pay period which is (30) days after the end of such calendar month (“Payment Policy”). FAM may deduct admin fees from Your Profit Share (not to exceed 2%). You shall be solely responsible for any taxes due for monies paid to You by FAM.
“Account Services” means FAM’s exclusive, worldwide right to (a) Manage and collect revenue generated from Your Accounts, including but not limited to, advertising sold (“Direct Sales”) and earnings generated from unlicensed use of Your Property by third parties (“Rights Opportunities”), (b) provide You Affiliate Content, and (c) Manage Approved Content on Your Accounts.
“Account Transfer Date” means the date Your pre-existing Accounts have completed the Account Transfer.
"Application” means the form you submit to FAM with Your Property information.
“Business Opportunity Services” means FAM’s exclusive right to advise You on which opportunities to accept for Your Property including, but not limited to, partnerships and sponsorships (“Business Opportunities”) and to enter such Business Opportunities You approve in writing. FAM shall be entitled to a percentage of the gross income and ownership interest for compensation received from Business Opportunities entered during the Term, or as the result of any contract negotiated with a Contact during or after the Term.
“Contact” means any third-party FAM has worked with to provide the Services including but not limited to any current or previous contractor, client, or employee, as an individual or entity, who may have the potential to do business with You. A Contact does not include any third party with whom you can verifiably demonstrate you have a pre-existing relationship.
“Content” means any video, photo, audio, text, link, artwork, and other media or information published to an Account. Content featuring You that is produced solely by You is considered Your Content. Other Content featuring Your Property that is produced solely by FAM or that FAM makes production contributions to is considered “Produced Content” and Affiliate Content.
“Content Services” means FAM’s exclusive right to (a) Manage and collect revenue from Your Content on any Platform, Account, or CSA without restriction, (b) assist You in producing Content, and (c) license Your Content to Contacts (“Contact Licensing”).
“CSA” means a channel, show, or app featuring Content that may include FAM branding. Any CSA and its associated technology is considered Affiliate Property with features that may change without notice or be deactivated at any time in FAM’s sole discretion.
“Effective Date” means the date you accept these Terms, which marks the start of the Initial Term.
“Manage” means any management action taken including but not limited to (a) repurposing, optimizing, distributing, publishing, sharing, or monetizing Content, and (b) liking, commenting on, and promoting any post featuring such Content.
"Net Income" means the gross income from the exploitation of Your Property minus any Platform fees.
“Profit Share” means a percent of Net Income minus the Approved Expenses.
“FAM Share” means the Net Income minus Your Profit Share.
“Initial Term” means a period of (1) year from either the Effective Date, or the Account Transfer Date, whichever occurs later.
“Renewal Term” means any successive (1) year periods after the Initial Term.
“Term” means the duration of the Agreement that includes the Initial Term, with automatic, successive Renewal Terms thereafter, unless FAM does not exceed the MG, then You shall have the option to provide Notice to terminate this Agreement at least (30) days before the next Renewal Term.
“Your Team” means You and any third party working on Your behalf.
2. Your Activity and our community.
You shall fulfill Your Participation of producing and publishing new Qualified Videos during each week of the Term and You may have (5) additional days to complete Your Participation during each applicable week (“Grace Period”), subject to FAM’s discretion.
You represent and warrant that (a) You are at least 18 years of age, (b) You have the full right and power to execute this Agreement, (c) You are the legal owner of all Your Property, (d) You have not and shall not grant any right permitting any third party to exercise any of the rights which conflict with those granted to FAM herein, and (e) Your Property and Your Team (i) complies with all applicable international, federal, state and local regulations, as well as the terms set by the Platforms, (ii) does not infringe upon or violate any rights of any third party, including without limitation, trademark, copyright, literary, dramatic right or other intellectual property right, or right of privacy or publicity of any third party, and does not constitute a libel, defamation or slander of FAM or its Contacts, (iii) has all necessary legal rights and binding agreements for third parties contributing any rights, materials or services in connection with Your Property, and (iv) will obtain FAM’s written approval prior to posting Other Content. The foregoing subsections (i) through (iv) are collectively the “Property Compliance”.
During the Term, You agree to designate FAM as the exclusive manager of Your Property and shall grant FAM access to Your Accounts by (a) linking to FAM’s Accounts and software, (b) inviting FAM’s specified Contacts to be the only users with full access, and (c) specifying FAM’s business manager or content owner as the owner of Your Accounts as directed by FAM (the “Account Transfer”). For clarity, You shall always retain full ownership of Your Property as described hereunder and after the Term, Your Web Accounts shall be transferred to You as directed by You. During the Term, (a) the Account Transfer shall apply to the Account connected in Your Application and any Accounts related to Your Property, and (b) FAM shall exclusively manage the process of adding users to Your Account on your behalf if Your Team needs to add user access to Your Accounts.
You hereby grant FAM and its successors the non-exclusive, transferable, irrevocable, perpetual, royalty-free, worldwide right and license to display and use Your Property in connection with promoting and monetizing Your Property and the Affiliate Property. You also hereby grant FAM and its successors the non-exclusive, irrevocable, transferable, royalty-free, perpetual, worldwide right and license, in any and all languages, formats, media and distribution now known or hereafter devised throughout the universe, without restriction, to: (i) copy, fix, reproduce, publish, distribute, monetize, offer for sale, sublicence, or sell any part or all of Your Content, in any manner; (ii) modify, alter, or simulate Your Property in the production of Produced Content, including but not limited to the title, duration, sequencing, audio, visual, voice, diction, text, or graphics, without restriction; (iii) utilize Your Property in connection with the advertisement, publicity, marketing, merchandising, sale, or distribution related to Your Property or Affiliate Property; (iv) publicly perform or authorize others to publicly perform Your Content in connection with the advertisement, publicity, marketing, distribution, or sale of Your Property or Affiliate Property; (v) use any licensed trademarks contained in Your Property in connection with the reproduction, publishing, distribution, or offering for sale related to Your Content or Affiliate Property as described herein; and (vi) sublicense the rights granted in this Agreement to any Contact without restriction. The foregoing rights shall be exclusive during the Term. You hereby irrevocably designate and appoint FAM as your attorney‑in‑fact, to act on your behalf for the limited purpose of executing and filing any document and doing all other lawfully permitted acts to secure FAM’s rights and to further the prosecution, issuance and enforcement of the rights granted under this Agreement with the same force and effect as if executed and delivered by you.
If You directly collect income derived from the Services or Contacts during or after the Term, You acknowledge that You are contractually bound to pay the total to FAM and redirect future payments to be paid directly to FAM, and FAM shall pay You the Profit Share, if any, in accordance with these Terms. During the Term and for (3) years thereafter, You shall keep accurate and complete records related to Your Property. You shall permit FAM to appoint an independent accounting firm to make copies of and examine said records at FAM’s expense. If any audit discloses that You underpaid the FAM Share due to FAM, You shall pay the costs of the auditor in addition to the applicable outstanding sums within (5) business days. Following the expiration of the Term, FAM shall receive (a) the FAM Share from all Business Opportunities and Rights Opportunities entered between You and any Contacts (collectively “Opportunities”), and (b) all gross income from the Affiliate Services related to Your Property. You may contact, use Content from, or participate in a transaction with any Contacts only if You first obtain written permission from FAM (“FAM Permission”). You shall keep confidential the names and information of such Contacts. If during the Term and six (6) months thereafter, You plan to sell rights to any of Your Property or engage similar services for Your Property, (each an “Offer), then You will give FAM a first Right of Refusal.
“Approved Expense” means any expense approved by You including the Operational Fee.
“Base Fee” is equal to $1,500.
“Operational Fee” means the Base Fee prorated by the percent Your Participation is not completed during each week of the Term.
“Participation” means You producing and publishing at least (1) new Qualified Video per week if You have a Qualified Library, or (3) Qualified Videos per week if you don’t have a Qualified Library.
“Qualified Video” means an on-demand or live stream video featuring You that lasts at least (3) minutes.
“Qualified Library” includes a total of at least (250) Qualified Videos.
“Testimonial” means a video showcasing You discussing Your successful experience with FAM which shall be submitted to FAM for (a) review, feedback and approval before publishing, and (b) marketing FAM through posts and direct messages on the Accounts.
“Right of Refusal” means FAM’s right to review and accept an Offer (30) days from the Notice of such Offer. If FAM declines an Offer, then You may complete the Offer with such third-party, provided You submit the final third-party contract terms to FAM for review and confirmation that such Offer does not conflict with these Terms and are no more favorable than set forth in the Notice.
3. Additional provisions.
This Agreement represents the entire agreement between the Parties with respect to the subject matter hereunder and supersedes all previous agreements, either oral or written. This Agreement may only be amended by mutual written consent of the Parties. You have reviewed and had the opportunity for legal counsel to review this Agreement. The rule of construction that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any subsequent amendments. The Parties agree no compensation shall be due to You under any prior agreement.
FAM is not an employment agency and Your relationship with FAM is that of independent contractor. You will not have any power or authority to bind FAM to any obligation. You understand and agree that these Terms or your relationship with FAM by way hereof will not create the relationship of employment, partnership, or any similar other relationship between You and FAM.
During the Term, FAM may conduct Research Activities using Your Accounts as a testing ground. FAM shall be responsible to pay any associated fees, whether the research fails or not. You shall not be compensated for the Research Activities unless mutually agreed to in writing. “Research Activities” mean non-revenue generating activities conducted systematically by FAM to test various methods for achieving the highest performing Research Results that rely on the principles of computer science to (a) improve reliability and quality of the Services, and (b) reduce uncertainties related to the Research Results. Any results, including but not limited to, algorithms, metrics, analytics, methods, technical information, and any associated rights related to the Research Activities, shall be owned by FAM and considered FAM Property as described herein ("Research Results” or Results”).
You agree to defend, indemnify and hold harmless FAM and its Contacts from and against any and all actions, claims, damages, and costs, including, reasonable attorney fees and expenses arising out of (a) any Breach of Your obligations, representations and warranties herein, (b) any misrepresentations made by You to third parties that lead to a cause of action or litigation against FAM, or (c) Your negligence or willful misconduct.
The failure by either Party to enforce any of these Terms, at any time or for any period of time, shall not be a waiver of the right to enforce any such terms at any subsequent time. All rights and remedies available to the Parties under this Agreement and the general law shall be cumulative, and no exercise of any such right or remedy shall restrict or prejudice the exercise of any other right or remedy granted hereunder or otherwise available to such Party. If any provision of the Agreement is declared by any judicial or competent authority to be voidable, illegal or unenforceable, the Parties shall amend such provision to achieve the intention of the Parties without illegality, and the remaining provisions hereunder shall remain in full force and effect.
The Parties agree that any and all disputes, claims, or controversies arising out of or relating to this Agreement that are not resolved by their mutual agreement (a) shall be brought by a Party in such Party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and (b) shall be submitted to final and binding arbitration before JAMS (formerly Judicial Arbitration and Mediation Services), or its successor, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. Either Party may commence the arbitration process called for in this section by filing a written demand for arbitration with JAMS, with a copy to the other Party. The arbitration will be conducted in accordance with the provisions of JAMS’ Comprehensive Arbitration Rules and Procedures in effect at the time of filing the demand for arbitration. The Parties will cooperate with JAMS and with one another in selecting a single arbitrator from JAMS’ panel of neutrals, and in scheduling the arbitration proceedings, which shall take place in Nassau County, New York, and in the English language. The Parties agree that they will participate in the arbitration in good faith, and that they will share equally in its costs. The provisions of this section may be enforced by any Court of competent jurisdiction, and the Party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by the Party against whom enforcement is ordered.
EXCEPT FOR THE EXPRESS WARRANTIES MADE HEREIN, THE PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF FITNESS OR MERCHANTABILITY FOR A PARTICULAR PURPOSE. EXCEPT FOR THE INDEMNITIES SET FORTH HEREIN, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR PENALTIES ARISING FROM OR RELATED TO THIS AGREEMENT.
The provisions of this Agreement specified and meant to survive termination include, but are not limited to, Your Compliance Obligation and shall remain in full force and effect, unless otherwise mutually agreed to in writing. FAM may terminate this Agreement for any reason at any time with Notice to you.
“Notice” means communication made by email, SMS, or similar digital message deemed given on the date of its transmission (“Notice Date”) provided such Notice is successfully transmitted. Any Notice of consent given by You under the Agreement shall be binding, however, any waiver or consent by FAM may only be binding upon signed amendment to this Agreement.
4. Property provisions.
You will ensure that Your Team will honor these Terms and not take any Invalid Actions. You acknowledge and agree (a) FAM may take any action it deems necessary to prevent any potential Invalid Action by Your Team, or enforce these Terms (each a “FAM Action”), (b) FAM may assign this Agreement to any third party in its sole discretion, and (c) You may not assign this Agreement without FAM’s written consent because it’s deemed personal in nature to You.
All Your Content and any Affiliate Content provided by FAM is deemed approved by You for use hereunder (“Approved Content”). You may only unpublish or delete an Account or Approved Content if FAM gives You written notice from a Platform with instructions to do so, or if the Parties mutually agree to replace such Content in writing. The foregoing includes pre-existing and future Content. If during the Term, You wish to publish Content other than Approved Content (“Other Content”), then You shall first submit such Other Content to FAM for review, feedback and approval by FAM before publishing such Other Content to an Account. Any Other Content or Your Content that violates these Terms, including but not limited to the Property Compliance (the “Unapproved Content”), shall not be published by You and may be removed by FAM at any time. FAM may take any action it deems necessary to revise any metadata or thumbnail for Content published to Your Accounts.
Any notice provided by a Platform of (a) “Limited Originality” (as defined by the respective Platform) is due to a lack of Your Content published to Your Accounts, and shall not be considered a Breach by either Party unless it is due to an under-delivery of the Participation, and (b) an invalid Claim or copyright strike against Affiliate Content published by FAM shall not be deemed a Breach by FAM. In the event any Account is demonetized by a Platform (“Demonetization”) the MG shall not be in effect during such period of Demonetization. FAM may but is not obligated to provide You documentation of such Demonetization, if any.
In the event of a Breach, You will not oppose a request for injunctive relief, including any affirmative temporary restraining order, with or without notice; any preliminary injunction; or permanent order to enjoin any further Breach, in addition to any prayer for monetary relief for damages suffered by FAM. You acknowledge that any such damages will be difficult if not impossible to calculate in monetary terms and will be irreparable to FAM, and this shall not limit any other remedies against You for such Breach in law or in equity. In the event of a Breach by You, including but not limited to taking an Invalid Action, you acknowledge and understand that You shall be required to immediately pay FAM the Accelerated Payment and FAM shall have the right to keep any Profit Share in its possession at the time of such Breach or thereafter for the purpose of satisfying the Accelerated Payment until such AP Term is complete. You shall have (1) business day from the Notice Date FAM provides You Notice specifying the alleged Breach to cure such Breach (“Cure Period”). Any Breach not cured during the Cure Period shall be referred to as a “Uncured Breach”.
“Account” means any account for a Media Platform (“Web Account”), a Distribution Platform, or related payout source, as well as any derivative Accounts now known or hereafter devised throughout the universe that may exist during the Term.
“Accelerated Payment” means an amount equivalent to the average monthly Net Income received under these Terms prior to the date of Breach, with a minimum amount equal to the Base Fee, multiplied by the total months remaining in the AP Term. The Accelerated Payment is not a penalty, but rather a remedial measure for FAM to recoup its damages and guarantee that FAM doesn't incur any additional damages in the face of an impending breach.
“Affiliate Property” means Property owned by FAM or a Contact (collectively the “Affiliates”), including without limitation, an Affiliate’s Content (“Affiliate Content”).
“Brand” means the image, including, but not limited to the name, likeness, characteristics, and voice related to an Account.
“AP Term” means the time left in the Term plus an automatic extension of one Renewal Term each year until the Accelerated Payment has been satisfied, with a minimum of one Renewal Term per Uncured Breach. During the AP Term the MG shall no longer be in effect and FAM shall not be obligated to pay You such MG.
“Breach” means any Invalid Action or other violation of these Terms by You that may cause damage and harm to FAM, including but not limited to loss of competitive advantage, loss of revenue, increase in costs, and other harm not yet ascertainable to FAM.
“Invalid Action” means any action that may frustrate the objective of maximizing the Net Income, including but not limited to, (i) removal of Approved Content or publishing Unapproved Content during or after the Term, (ii) attempting to circumvent these Terms or any of FAM’s rights herein, including but not limited to, not disclosing all Your Property, or attempting to monetize Your Property with any third party entity without prior written approval by FAM, (iii) causing an improper Claim against FAM’s use of Your Property, or attempting to block FAM’s collection of revenue from the FAM Services, (iv) violating Property Compliance or Your Confidentiality Obligation, (vi) giving users access to Your Accounts, or (vii) threatening to take any such Invalid Action.
“IP” means intellectual property including, without limitation, trademarks, copyrights, and any associated rights therein.
“Media Platform” means Facebook, Instagram, Snapchat, and YouTube, and “Distribution Platform” means platforms other than Media Platforms including, but not limited to any website, tv, app, blockchain or course platforms (collectively the “Platforms”).
“Property” refers to any Brand, Account, Content, or IP. “Your Property” means Your pre-existing and future Property.
Effective December 4, 2021 to December 4, 2021
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These Terms of Service (the “Terms” or “Agreement”) form an agreement between you (as either an individual, or on behalf of the business you identified in your application to become a FAM Publisher) (“You”) and FAM Networks, LLC (“FAM” or “Our”). You and FAM are sometimes each referred to in these Terms as a “Party” and collectively, the “Parties”.
By affirmatively accepting these Terms, you acknowledge that you have read this agreement, that you understand it, and that you agree to be bound by its terms. If you are accepting these Terms on behalf of your business, you also represent and warrant that you have authority to bind such entity. FAM’s obligations under these Terms, are conditioned upon, and subject to, FAM’s receipt of all documents necessary to effect payment to you. Capitalized terms used in these Terms and not otherwise defined in this introductory paragraph are further defined in these Terms hereunder. You agree as follows:
1. The Services and our commitment.
These Terms represent Your agreement to engage FAM to provide certain management services. For the duration of the Term, FAM shall have the exclusive unrestricted right to provide You the Services, and You shall receive Profit Share of (70%) from Your Activity and the Business Opportunity Services, and (20%) from FAM Services according to the Payment Policy.
FAM shall make good faith efforts to advise You on aspects of business and provide support You may require to further Your career including the provision of management activities for the purpose of exceeding Your Income Target (“Services”). If FAM exceeds the Income Target in any month during any calendar quarter, then You agree to produce a Testimonial within the subsequent calendar month.
The “Income Target” shall be the MG unless the Parties mutually agree otherwise in writing.
“Your Activity” means activities related to Your Property completed solely by Your Team, such as You publishing Your Content on Your Accounts.
“FAM Services” means the Content Services, Account Services, Business Opportunity Services, and any activities related to Affiliate Property completed by You.
The Services may generate income from (a) advertising placed on Content, including but not limited to, video-on-demand and live streams (“Ad Revenue”), (b) revenue not from advertising on Content, including but not limited to monthly subscription, performance based, and one-time payments made by third parties (“Non-Ad Revenue”), and (c) any other revenue source, without limitation.
During the Term after the Account Transfer Date, FAM shall pay You at least (100%) of the gross income generated from Your Activity (“MG”). FAM shall pay Your Profit Share, provided if Your Profit Share is less than $100, then it may be carried over to the next pay period which is (30) days after the end of such calendar month (“Payment Policy”). FAM may deduct admin fees from Your Profit Share (not to exceed 2%). You shall be solely responsible for any taxes due for monies paid to You by FAM.
“Account Services” means FAM’s exclusive, worldwide right to (a) Manage and collect revenue generated from Your Accounts, including but not limited to, advertising sold (“Direct Sales”) and earnings generated from unlicensed use of Your Property by third parties (“Rights Opportunities”), (b) provide You Affiliate Content, and (c) Manage Approved Content on Your Accounts.
“Account Transfer Date” means the date Your pre-existing Accounts have completed the Account Transfer.
"Application” means the form you submit to FAM with Your Property information.
“Business Opportunity Services” means FAM’s exclusive right to advise You on which opportunities to accept for Your Property including, but not limited to, partnerships and sponsorships (“Business Opportunities”) and to enter such Business Opportunities You approve in writing. FAM shall be entitled to a percentage of the gross income and ownership interest for compensation received from Business Opportunities entered during the Term, or as the result of any contract negotiated with a Contact during or after the Term.
“Contact” means any third-party FAM has worked with to provide the Services including but not limited to any current or previous contractor, client, or employee, as an individual or entity, who may have the potential to do business with You. A Contact does not include any third party with whom you can verifiably demonstrate you have a pre-existing relationship.
“Content” means any video, photo, audio, text, link, artwork, and other media or information published to an Account. Content featuring You that is produced solely by You is considered Your Content. Other Content featuring Your Property that is produced solely by FAM or that FAM makes production contributions to is considered “Produced Content” and Affiliate Content.
“Content Services” means FAM’s exclusive right to (a) Manage and collect revenue from Your Content on any Platform, Account, or CSA without restriction, (b) assist You in producing Content, and (c) license Your Content to Contacts (“Contact Licensing”).
“CSA” means a channel, show, or app featuring Content that may include FAM branding. Any CSA and its associated technology is considered Affiliate Property with features that may change without notice or be deactivated at any time in FAM’s sole discretion.
“Effective Date” means the date you accept these Terms, which marks the start of the Initial Term.
“Manage” means any management action taken including but not limited to (a) repurposing, optimizing, distributing, publishing, sharing, or monetizing Content, and (b) liking, commenting on, and promoting any post featuring such Content.
"Net Income" means the gross income from the exploitation of Your Property minus any Platform fees.
“Profit Share” means a percent of Net Income minus the Approved Expenses.
“FAM Share” means the Net Income minus Your Profit Share.
“Initial Term” means a period of (1) year from either the Effective Date, or the Account Transfer Date, whichever occurs later.
“Renewal Term” means any successive (1) year periods after the Initial Term.
“Term” means the duration of the Agreement that includes the Initial Term, with automatic, successive Renewal Terms thereafter, unless FAM does not exceed the MG, then You shall have the option to provide Notice to terminate this Agreement at least (30) days before the next Renewal Term.
“Your Team” means You and any third party working on Your behalf.
2. Your Activity and our community.
You shall fulfill Your Participation of producing and publishing new Qualified Videos during each week of the Term and You may have (5) additional days to complete Your Participation during each applicable week (“Grace Period”), subject to FAM’s discretion.
You represent and warrant that (a) You are at least 18 years of age, (b) You have the full right and power to execute this Agreement, (c) You are the legal owner of all Your Property, (d) You have not and shall not grant any right permitting any third party to exercise any of the rights which conflict with those granted to FAM herein, and (e) Your Property and Your Team (i) complies with all applicable international, federal, state and local regulations, as well as the terms set by the Platforms, (ii) does not infringe upon or violate any rights of any third party, including without limitation, trademark, copyright, literary, dramatic right or other intellectual property right, or right of privacy or publicity of any third party, and does not constitute a libel, defamation or slander of FAM or its Contacts, (iii) has all necessary legal rights and binding agreements for third parties contributing any rights, materials or services in connection with Your Property, and (iv) will obtain FAM’s written approval prior to posting Other Content. The foregoing subsections (i) through (iv) are collectively the “Property Compliance”.
During the Term, You agree to designate FAM as the exclusive manager of Your Property and shall grant FAM access to Your Accounts by (a) linking to FAM’s Accounts and software, (b) inviting FAM’s specified Contacts to be the only users with full access, and (c) specifying FAM’s business manager or content owner as the owner of Your Accounts as directed by FAM (the “Account Transfer”). For clarity, You shall always retain full ownership of Your Property as described hereunder and after the Term, Your Web Accounts shall be transferred to You as directed by You. During the Term, (a) the Account Transfer shall apply to the Account connected in Your Application and any Accounts related to Your Property, and (b) FAM shall exclusively manage the process of adding users to Your Account on your behalf if Your Team needs to add user access to Your Accounts.
You hereby grant FAM and its successors the non-exclusive, transferable, irrevocable, perpetual, royalty-free, worldwide right and license to display and use Your Property in connection with promoting and monetizing Your Property and the Affiliate Property. You also hereby grant FAM and its successors the non-exclusive, irrevocable, transferable, royalty-free, perpetual, worldwide right and license, in any and all languages, formats, media and distribution now known or hereafter devised throughout the universe, without restriction, to: (i) copy, fix, reproduce, publish, distribute, monetize, offer for sale, sublicence, or sell any part or all of Your Content, in any manner; (ii) modify, alter, or simulate Your Property in the production of Produced Content, including but not limited to the title, duration, sequencing, audio, visual, voice, diction, text, or graphics, without restriction; (iii) utilize Your Property in connection with the advertisement, publicity, marketing, merchandising, sale, or distribution related to Your Property or Affiliate Property; (iv) publicly perform or authorize others to publicly perform Your Content in connection with the advertisement, publicity, marketing, distribution, or sale of Your Property or Affiliate Property; (v) use any licensed trademarks contained in Your Property in connection with the reproduction, publishing, distribution, or offering for sale related to Your Content or Affiliate Property as described herein; and (vi) sublicense the rights granted in this Agreement to any Contact without restriction. The foregoing rights shall be exclusive during the Term. You hereby irrevocably designate and appoint FAM as your attorney‑in‑fact, to act on your behalf for the limited purpose of executing and filing any document and doing all other lawfully permitted acts to secure FAM’s rights and to further the prosecution, issuance and enforcement of the rights granted under this Agreement with the same force and effect as if executed and delivered by you.
If You directly collect income derived from the Services or Contacts during or after the Term, You acknowledge that You are contractually bound to pay the total to FAM and redirect future payments to be paid directly to FAM, and FAM shall pay You the Profit Share, if any, in accordance with these Terms. During the Term and for (3) years thereafter, You shall keep accurate and complete records related to Your Property. You shall permit FAM to appoint an independent accounting firm to make copies of and examine said records at FAM’s expense. If any audit discloses that You underpaid the FAM Share due to FAM, You shall pay the costs of the auditor in addition to the applicable outstanding sums within (5) business days. Following the expiration of the Term, FAM shall receive (a) the FAM Share from all Business Opportunities and Rights Opportunities entered between You and any Contacts (collectively “Opportunities”), and (b) all gross income from the Affiliate Services related to Your Property. You may contact, use Content from, or participate in a transaction with any Contacts only if You first obtain written permission from FAM (“FAM Permission”). You shall keep confidential the names and information of such Contacts. If during the Term and six (6) months thereafter, You plan to sell rights to any of Your Property or engage similar services for Your Property, (each an “Offer), then You will give FAM a first Right of Refusal.
“Approved Expense” means any expense approved by You including the Operational Fee.
“Base Fee” is equal to $1,500.
“Operational Fee” means the Base Fee prorated by the percent Your Participation is not completed during each week of the Term.
“Participation” means You producing and publishing at least (1) new Qualified Video per week if You have a Qualified Library, or (3) Qualified Videos per week if you don’t have a Qualified Library.
“Qualified Video” means an on-demand or live stream video featuring You that lasts at least (3) minutes.
“Qualified Library” includes a total of at least (250) Qualified Videos.
“Testimonial” means a video showcasing You discussing Your successful experience with FAM which shall be submitted to FAM for (a) review, feedback and approval before publishing, and (b) marketing FAM through posts and direct messages on the Accounts.
“Right of Refusal” means FAM’s right to review and accept an Offer (30) days from the Notice of such Offer. If FAM declines an Offer, then You may complete the Offer with such third-party, provided You submit the final third-party contract terms to FAM for review and confirmation that such Offer does not conflict with these Terms and are no more favorable than set forth in the Notice.
3. Additional provisions.
This Agreement represents the entire agreement between the Parties with respect to the subject matter hereunder and supersedes all previous agreements, either oral or written. This Agreement may only be amended by mutual written consent of the Parties. You have reviewed and had the opportunity for legal counsel to review this Agreement. The rule of construction that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any subsequent amendments. The Parties agree no compensation shall be due to You under any prior agreement.
FAM is not an employment agency and Your relationship with FAM is that of independent contractor. You will not have any power or authority to bind FAM to any obligation. You understand and agree that these Terms or your relationship with FAM by way hereof will not create the relationship of employment, partnership, or any similar other relationship between You and FAM.
During the Term, FAM may conduct Research Activities using Your Accounts as a testing ground. FAM shall be responsible to pay any associated fees, whether the research fails or not. You shall not be compensated for the Research Activities unless mutually agreed to in writing. “Research Activities” mean non-revenue generating activities conducted systematically by FAM to test various methods for achieving the highest performing Research Results that rely on the principles of computer science to (a) improve reliability and quality of the Services, and (b) reduce uncertainties related to the Research Results. Any results, including but not limited to, algorithms, metrics, analytics, methods, technical information, and any associated rights related to the Research Activities, shall be owned by FAM and considered FAM Property as described herein ("Research Results” or Results”).
You agree to defend, indemnify and hold harmless FAM and its Contacts from and against any and all actions, claims, damages, and costs, including, reasonable attorney fees and expenses arising out of (a) any Breach of Your obligations, representations and warranties herein, (b) any misrepresentations made by You to third parties that lead to a cause of action or litigation against FAM, or (c) Your negligence or willful misconduct.
The failure by either Party to enforce any of these Terms, at any time or for any period of time, shall not be a waiver of the right to enforce any such terms at any subsequent time. All rights and remedies available to the Parties under this Agreement and the general law shall be cumulative, and no exercise of any such right or remedy shall restrict or prejudice the exercise of any other right or remedy granted hereunder or otherwise available to such Party. If any provision of the Agreement is declared by any judicial or competent authority to be voidable, illegal or unenforceable, the Parties shall amend such provision to achieve the intention of the Parties without illegality, and the remaining provisions hereunder shall remain in full force and effect.
The Parties agree that any and all disputes, claims, or controversies arising out of or relating to this Agreement that are not resolved by their mutual agreement (a) shall be brought by a Party in such Party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and (b) shall be submitted to final and binding arbitration before JAMS (formerly Judicial Arbitration and Mediation Services), or its successor, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. Either Party may commence the arbitration process called for in this section by filing a written demand for arbitration with JAMS, with a copy to the other Party. The arbitration will be conducted in accordance with the provisions of JAMS’ Comprehensive Arbitration Rules and Procedures in effect at the time of filing the demand for arbitration. The Parties will cooperate with JAMS and with one another in selecting a single arbitrator from JAMS’ panel of neutrals, and in scheduling the arbitration proceedings, which shall take place in Nassau County, New York, and in the English language. The Parties agree that they will participate in the arbitration in good faith, and that they will share equally in its costs. The provisions of this section may be enforced by any Court of competent jurisdiction, and the Party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by the Party against whom enforcement is ordered.
EXCEPT FOR THE EXPRESS WARRANTIES MADE HEREIN, THE PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF FITNESS OR MERCHANTABILITY FOR A PARTICULAR PURPOSE. EXCEPT FOR THE INDEMNITIES SET FORTH HEREIN, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR PENALTIES ARISING FROM OR RELATED TO THIS AGREEMENT.
The provisions of this Agreement specified and meant to survive termination , Your Compliance Obligation and shall remain in full force and effect, unless otherwise mutually agreed to in writing. FAM may terminate this Agreement for any reason at any time with Notice to you.
“Notice” means communication made by email, SMS, or similar digital message deemed given on the date of its transmission (“Notice Date”) provided such Notice is successfully transmitted. Any Notice of consent given by You under the Agreement shall be binding, however, any waiver or consent by FAM may only be binding upon signed amendment to this Agreement.
4. Property provisions.
You will ensure that Your Team will honor these Terms and not take any Invalid Actions. You acknowledge and agree (a) FAM may take any action it deems necessary to prevent any potential Invalid Action by Your Team, or enforce these Terms (each a “FAM Action”), (b) FAM may assign this Agreement to any third party in its sole discretion, and (c) You may not assign this Agreement without FAM’s written consent because it’s deemed personal in nature to You.
All Your Content and any Affiliate Content provided by FAM is deemed approved by You for use hereunder (“Approved Content”). You may only unpublish or delete an Account or Approved Content if FAM gives You written notice from a Platform with instructions to do so, or if the Parties mutually agree to replace such Content in writing. The foregoing includes pre-existing and future Content. If during the Term, You wish to publish Content other than Approved Content (“Other Content”), then You shall first submit such Other Content to FAM for review, feedback and approval by FAM before publishing such Other Content to an Account. Any Other Content or Your Content that violates these Terms, including but not limited to the Property Compliance (the “Unapproved Content”), shall not be published by You and may be removed by FAM at any time. FAM may take any action it deems necessary to revise any metadata or thumbnail for Content published to Your Accounts.
Any notice provided by a Platform of (a) “Limited Originality” (as defined by the respective Platform) is due to a lack of Your Content published to Your Accounts, and shall not be considered a Breach by either Party unless it is due to an under-delivery of the Participation, and (b) an invalid Claim or copyright strike against Affiliate Content published by FAM shall not be deemed a Breach by FAM. In the event any Account is demonetized by a Platform (“Demonetization”) the MG shall not be in effect during such period of Demonetization. FAM may but is not obligated to provide You documentation of such Demonetization, if any.
In the event of a Breach, You will not oppose a request for injunctive relief, including any affirmative temporary restraining order, with or without notice; any preliminary injunction; or permanent order to enjoin any further Breach, in addition to any prayer for monetary relief for damages suffered by FAM. You acknowledge that any such damages will be difficult if not impossible to calculate in monetary terms and will be irreparable to FAM, and this shall not limit any other remedies against You for such Breach in law or in equity. In the event of a Breach by You, including but not limited to taking an Invalid Action, you acknowledge and understand that You shall be required to immediately pay FAM the Accelerated Payment and FAM shall have the right to keep any Profit Share in its possession at the time of such Breach or thereafter for the purpose of satisfying the Accelerated Payment until such AP Term is complete. You shall have (1) business day from the Notice Date FAM provides You Notice specifying the alleged Breach to cure such Breach (“Cure Period”). Any Breach not cured during the Cure Period shall be referred to as a “Uncured Breach”.
“Account” means any account for a Media Platform (“Web Account”), a Distribution Platform, or related payout source, as well as any derivative Accounts now known or hereafter devised throughout the universe that may exist during the Term.
“Accelerated Payment” means an amount equivalent to the average monthly Net Income received under these Terms prior to the date of Breach, with a minimum amount equal to the Base Fee, multiplied by the total months remaining in the AP Term. The Accelerated Payment is not a penalty, but rather a remedial measure for FAM to recoup its damages and guarantee that FAM doesn't incur any additional damages in the face of an impending breach.
“Affiliate Property” means Property owned by FAM or a Contact (collectively the “Affiliates”), including without limitation, an Affiliate’s Content (“Affiliate Content”).
“Brand” means the image, including, but not limited to the name, likeness, characteristics, and voice related to an Account.
“AP Term” means the time left in the Term plus an automatic extension of one Renewal Term each year until the Accelerated Payment has been satisfied, with a minimum of one Renewal Term per Uncured Breach. During the AP Term the MG shall no longer be in effect and FAM shall not be obligated to pay You such MG.
“Breach” means any Invalid Action or other violation of these Terms by You that may cause damage and harm to FAM, including but not limited to loss of competitive advantage, loss of revenue, increase in costs, and other harm not yet ascertainable to FAM.
“Invalid Action” means any action that may frustrate the objective of maximizing the Net Income, including but not limited to, (i) removal of Approved Content or publishing Unapproved Content during or after the Term, (ii) attempting to circumvent these Terms or any of FAM’s rights herein, including but not limited to, not disclosing all Your Property, or attempting to monetize Your Property with any third party entity without prior written approval by FAM, (iii) causing an improper Claim against FAM’s use of Your Property, or attempting to block FAM’s collection of revenue from the FAM Services, (iv) violating Property Compliance or Your Confidentiality Obligation, (vi) giving users access to Your Accounts, or (vii) threatening to take any such Invalid Action.
“IP” means intellectual property including, without limitation, trademarks, copyrights, and any associated rights therein.
“Media Platform” means Facebook, Instagram, Snapchat, and YouTube, and “Distribution Platform” means platforms other than Media Platforms including, but not limited to any website, tv, app, blockchain or course platforms (collectively the “Platforms”).
“Property” refers to any Brand, Account, Content, or IP. “Your Property” means Your pre-existing and future Property.
Effective October 21, 2021 to December 4, 2021
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Welcome to the websites and online services of Company, Inc. ("Company," "we," or "us"). This Global Terms of Use Agreement (this “Agreement”) is a legal contract between Company Inc. and yourself (referenced herein with “you” or with “your”), which governs your use of and/or access to our Services (defined below).
Arbitration Clause
Any dispute arising out of this Agreement shall be subject to arbitration.
1. Introduction for Terms
This Agreement applies to all persons and entities who visit, use or access any of the Services (“Users”). By accessing or using the Services, you signify that you have read, understood and agree to be bound by the terms and conditions of this Agreement, whether or not you are a registered user, partner, or customer of the Services. If you are accepting on behalf of your employer or another entity, you represent and warrant that you have full legal authority to enter into this Agreement on behalf of such employer or other entity and are able to bind such employer or other entity to the terms and conditions of this Agreement. This Agreement incorporates the Company Privacy Policy and any other Specific Terms of Service (defined below) as applicable.
Certain features of the Services may also have their own specific terms and conditions that you agree to when you sign up for that particular product, function, or service ("Specific Terms of Service").
Which Website and Terms of Use Apply to You?
As of the Effective Date stated above, the websites covered by this Agreement include: www.Company.com, www.Company.com.au, https://www.Company.nz, www.Company.in, www.Company.co.uk, www.Company.de, www.Companyalerts.com, and our Mobile Applications (collectively, the "Websites").
The Applicable Terms of Service that apply to you depends on the Applicable Website, your location, and your status as a job seeker or an organization. The table below indicates which Applicable Website (and therefore which Applicable Terms of Service) applies to you:
| FOR JOB SEEKERS: | APPLICABLE WEBSITE(S) | APPLICABLE TERMS OF SERVICE |
|---|---|---|
| Located in the United States or Canada, or persons who are not physically present in any of the countries listed below. | www.Company.com | Click here |
| Located in Australia | www.Company.com.au | Click here |
| Located in New Zealand | www.Company.nz | Click here |
| Located in India | www.Company.in | Click here |
| Located in the European Economic Area, Switzerland, or the United Kingdom | www.Company.co.uk; www.Company.de | Click here |
| FOR ORGANIZATIONS (I.E., NOT JOB SEEKERS): | APPLICABLE WEBSITE(S) | APPLICABLE TERMS OF SERVICE |
|---|---|---|
| Located and/or established in the United States or Canada, or in a country not listed below. | www.Company.com; www.Company.com | Click here |
|---|---|---|
| Located and/or established in Australia | www.Company.com.au; www.Company.com | Click here |
| Located and/or established in New Zealand | www.Company.nz; www.Company.com | Click here |
| Located and/or established in India | www.Company.in; www.Company.com | Click here |
| Located and/or established in the European Economic Area, Switzerland, or the United Kingdom | www.Company.co.uk; www.Company.de; www.Company.com | Click here |
Which Services are Covered by this Agreement?
This Agreement applies to your interactions with Company through the following mechanisms, which are collectively referred to as the “Services”:
On Company Websites or through a Company mobile application.
Through email, SMS, chat or other online communications between you and Company.
When you sign up for Company job alerts on a third party website where Company is a co-controller with the website operator.
When you interact with a Company job search widget and/or banner and/or link contained in Job Advertisements that are located on a third-party website, where the third parties have hired Company to provide services to the third party and your interaction brings you to a Company Website.
2. Changes to the Agreements
Company LLC and its affiliated brands provides this and other websites (including applications and other online services that are accessible through various desktop, tablet and mobile web browsers from time to time) (collectively, "Sites") subject to your compliance with these Terms of Use.
PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SITES.These Terms of Use constitute an agreement between Company and you. We recommend that you print out a copy of these Terms of Use for your records.
By using the Sites, you affirm that you are able and legally competent to agree to and comply with these Terms of Use. If you do not agree to these Terms of Use or if you are not legally competent to agree to them, then you may not use the Sites.
Please note that these Terms of Use contain provisions that govern the resolution of claims between Company and you. Please see the Legal Disputes section for complete details.
Privacy & Security
Please review our Privacy Policy, which is incorporated into these Terms of Use and also governs your use of the Sites. To the extent there is a conflict between the terms of the Privacy Policy and these Terms of Use, the Terms of Use govern.
Information security is important to Company. We have established appropriate physical, electronic and managerial safeguards to protect the information that we collect from or about our users. DoorDash does, however, reserve the right at all times to disclose any information as Company deems necessary to satisfy any applicable law, regulation, legal process or governmental request.
Please click here for more information.
Changes
Company reserves the right, at any time, to change these Terms of Use, our Privacy Policy and/or the Sites. Your use of the Sites following any such change constitutes your agreement to follow and be bound by the Terms of Use and/or Privacy Policy as revised. The revised Terms of Use and/or Privacy Policy supersede all previous versions, notices or statements regarding the Sites. If we request, you agree to sign a non-electronic version of these Terms of Use.
We will notify you of any change to these Terms of Use by updating the "Last Updated" date at the top of this webpage. Intellectual Property Rights
The Sites contain valuable trademarks and service marks owned and used by Company, including but not limited to, Company, the Company design logo and the tag line "a zillion things home" (collectively, the "Company"). Any use of the Company Marks without the prior written permission of Company is strictly prohibited. The arrangement and layout of the Sites, including but not limited to, the Company, images, text, graphics, buttons, screenshots, music, digitally downloadable files, and other content or material (collectively, the "Site Content"), are the sole and exclusive property of Company.
UNAUTHORIZED COPYING, REPRODUCTION, MODIFYING, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING, TRANSMITTING, MAKING DERIVATIVE WORKS OF OR DUPLICATING ALL OR ANY PART OF THE SITES IS PROHIBITED.
Company uses a network of independent product and content suppliers, distributors and other such third parties to supply some of the products and content advertised on the Sites. All other trademarks, service marks, product names, package designs and company names or logos associated with these product and content suppliers, distributors and other such third parties that are not owned by us but appear on the Sites are the property of their respective owners.
For claims of copyright infringement, please see our Copyright Policy.
User-Generated Content
3. Changes to the Agreements
From time to time, the Sites permit the submission of content, such as comments, blogs and product reviews, generated by you and other users ("User Content").
You are solely responsible for your own User Content and the consequences of posting or publishing it. Any User Content or other material, information or ideas that you submit to or post or publish on the Sites is non-confidential and non-proprietary.
By submitting User Content, you represent and warrant to Company that: (i) your User Content does not violate any copyright, trademark, trade secret, patent or other intellectual property right, any right of privacy or publicity of any third party or any applicable law, rule or regulation, (ii) you own or have the legal right to use and authorize Company to use your User Content, including written consent to use of any product or the name, voice, likeness or any other applicable personal rights of each identifiable person featured or referenced in your User Content and (iii) your User Content does not violate Company's Acceptable Use Policy set forth below.
As between you and Company, you will retain all of your ownership rights in and to your User Content. By submitting User Content to Company, you hereby grant to Company a perpetual, worldwide, non-exclusive, irrevocable, royalty-free, sublicensable (through multiple tiers) and transferable right and license to use, reproduce, distribute, edit, modify, translate, reformat, prepare derivative works based upon, display publicly, perform publicly and otherwise exploit (including but not limited to over the Internet, broadcast television or any other uses or media) your User Content, in whole or in part, including future rights that Company (or its successor) may otherwise become entitled to that do not yet exist, as well as new uses, media, means and forms of exploitation throughout the universe exploiting current or future technology yet to be developed. You also hereby grant each user of the Sites a non-exclusive license to access your User Content through the Sites and to use, access, watch, reproduce, distribute, transmit, forward, display and perform such User Content in whole or in part, to the extent permitted by the Sites under these Terms of Use.
Company does not endorse any User Content or any opinion, recommendation, or advice expressed therein. Company reserves the right but is not obligated to monitor User Content or other content sent to or through the Sites. Company has the right to refuse, remove, edit or delete any User Content and/or to terminate any user's access to the Sites for any reason. Company takes no responsibility for User Content.
Social Media Tag Usage
BY USING #COMPANYATHOME, @COMPANY AND ANY OTHER SIMILAR SOCIAL MEDIA TAG IN ANY WAY RELATED TO ANY OF THE SITES, EACH USER AGREES TO PROVIDE COMPANY WITH AN UNRESTRICTED, IRREVOCABLE, ROYALTY-FREE, PERPETUAL, FULLY PAID-UP, TRANSFERABLE, WORLDWIDE LICENSE TO USE THE UPLOADED IMAGE(S) IN ANY AND ALL MARKETING MATERIALS, ON SPONSOR’S WEBSITES, AND THROUGH ALL SOCIAL MEDIA CHANNELS. EACH USER REPRESENTS AND WARRANTS THAT UPLOADED IMAGES DO NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, COPYRIGHTS AND TRADEMARK RIGHTS.
Acceptable Use Policy
By submitting User Content and otherwise using the Sites, you agree not to: (i) submit any User Content that is protected by or otherwise subject to any third party intellectual property or proprietary rights (including any privacy and publicity rights) unless you own or have permission from the rightful owner of such rights to post such User Content and to grant Company all of the rights granted herein; (ii) upload, post, e-mail or otherwise transmit any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, hateful or racially, ethnically or otherwise objectionable; (iii) use the Sites to harm any person or entity, including Company; (iv) impersonate any person or entity, including but not limited to, a representative of Company, or falsely state or otherwise misrepresent your affiliation with a person or entity; (v) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted to or through the Sites; (vi) upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail or any other form of solicitation; (vii) upload, post, e-mail or otherwise transmit any content that contains computer viruses or other computer code, files or programs that interrupt, destroy or limit the functionality of the Sites or any other computer software or hardware or telecommunications equipment; (viii) intentionally or unintentionally violate any applicable local, state, national or international laws, rules or regulations, including but not limited to those promulgated by the U.S. Federal Trade Commission, U.S. Securities and Exchange Commission; (ix) collect, store or use personal information about other users of the Sites without their consent; (x) use the Sites (including through submission of User Content) to disparage or make unsubstantiated claims about any person, third party or its/their products or services; (y) use any of the Sites in any manner that could overburden or impair any of the Sites or the networks or systems connected to the Sites; and/or (z) use any device, software or instrumentality to interfere with the proper working of the Sites or disobey any requirements, procedures, policies or regulations of networks connected to the Sites.
You also agree that you will not violate or attempt to violate the security of the Sites. Violations of system or network security may result in civil or criminal liability. Company reserves the right to investigate occurrences which may involve such violations and may involve and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations.
Order Acceptance
The receipt of an order number or an email order confirmation does not constitute the acceptance of an order or a confirmation of an offer to sell. Company reserves the right, without prior notification, to limit the order quantity on any item and/or to refuse service to any customer. Verification of information may be required prior to the acceptance of an order. Prices and availability of products on the Sites are subject to change without notice. Errors will be corrected when discovered and Company reserves the right to revoke any stated offer and to correct any error, inaccuracy, or omission (including after an order has been submitted). Certain orders constitute improper use of the Sites and the Company Rewards Program described below. Company reserves the right, at its sole discretion, to refuse or cancel any order for any reason. Your account may also be restricted or terminated for any reason, at Company's sole discretion. Items purchased pursuant to a quantity discount may be re-priced upon cancellation.
About Our Prices
Where a product listing on our Site references a higher price, typically denoted by a strikethrough (e.g. "$549"), such higher price represents the retail price suggested by the manufacturer or supplier. In the absence of a price suggested by the manufacturer or
supplier, this price represents the highest price at which we offered or sold the product at some point in the past. For “Flash Deals”, where a product is temporarily being sold at a reduced price, an additional strikethrough price is presented that represents a recent previous price before the Flash Deal promotion. For members of the MyWay Program, if such higher price is accompanied by the MyWay logo, such price represents the offer price before applying MyWay Program benefits. The "Sale" tag on a product listing on our Site signifies that we are selling the product at a discount from a price in the previous 90 days.
When we use the term “Closeout,” we mean either that the product has been permanently reduced and will not return to the original price or that the product is temporarily being sold at a reduced price in order to clear an overstock of either Company or supplier inventory. Prices of products listed on our Site as “Closeout” may fluctuate during the “Closeout” promotion period for such products. For temporary “Closeout” pricing, such products may return to prices that are equal to or greater than their original prices upon expiration of the applicable “Closeout” promotion period.
Company Rewards Program
The Company Rewards Program (the "Rewards Program") is exclusively for users of the Sites who have registered for the Rewards Program in accordance with the directions set forth below and on the Sites. Rewards Dollars may be applied to future purchases at the Participating Sites in accordance with these Terms of Use. Please click here for complete Rewards Program details, as may be in effect from time to time and which are incorporated herein by reference.
Links to Other Websites
The Sites may contain links to third-party websites ("Other Sites") that are not under Company's control. Company makes no claim and accepts no responsibility regarding the quality, nature or reliability of the Other Sites that are accessible by hyperlinks from the Sites or link to the Sites. Company provides these links to you as a convenience and the inclusion of any link does not imply endorsement by Company of Other Sites or any association with the operators of such Other Sites. You are responsible for viewing and abiding by the privacy statements and terms of use posted at any third-party sites.
Mobile Devices and Mobile Applications
If you use a mobile device to access pages of the Sites optimized for mobile-viewing, opt in to receive SMS (text messages) from Company (as/when available), or use a mobile application, the following additional terms and conditions ("Mobile Terms") also apply to you. Your access to the Sites via your mobile device or use of a mobile application confirms your agreement to these Mobile Terms, as well as the rest of the Terms of Use.
By opting in, you agree to receive promotional SMS text messages on your mobile device. Your consent is not required as a condition of purchasing any goods or services from Company. By agreeing to receive SMS messages from Company, you certify that you are over 18 years of age and (a) you are the mobile account holder or (b) you have the account holder’s permission to enroll the designated mobile phone number and can incur any mobile message or data charges. You agree that you are solely responsible for all message and data charges that apply to use of your mobile device to access the Sites or use of a mobile application. All such charges are billed by and payable to your mobile service provider. Please contact your participating mobile service provider for pricing plans, participation status and details. You understand that wireless through Wi-Fi or a participating mobile service provider may not be available in all areas at all times and may be affected by product, software, coverage or other service changes made by your mobile service provider or otherwise. Additional terms and conditions may apply to your use of a mobile application, based on the type of mobile device on which you install and use the mobile application.
Notice to California Residents
4. Using Our Service
California Proposition 65 requires that special warnings be provided when products contain chemicals known by the State of California to cause cancer, birth defects, or other reproductive harm if the use of those products may cause exposure to those chemicals above specific limits. These warnings relate to some but not all tools, lead crystal glassware, ceramic tableware, tiffany style lamps, and electrical cords. Please call us prior to ordering if you have any questions regarding the safety of these products.
Pursuant to California Civil Code Section 1789.3, Company provides users of the Sites with the following notice: You may report complaints to the Consumer Information Division of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at 800-952-5210.
Communications with Company
For all communications made to or with Company, including but not limited to feedback, questions, comments, suggestions and the like: (i) you will have no right to confidentiality in your communications and Company will have no obligation to protect your communications from disclosure; (ii) Company will be free to reproduce, use, disclose and distribute your communications to others without limitation; and (iii) Company will be free to use any ideas, concepts, know-how, content or techniques contained in your communications for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information.
Indemnity
You agree to indemnify and hold Company and its agents and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (i) your use of the Sites, including any User Content you submit, post to or transmit through the Sites, (ii) your violation of these Terms of Use or (iii) your violation of any rights of another user.
Disclaimer of Warranties
Company intends for the information and data contained in the Sites to be accurate and reliable but since the information and data have been compiled from a variety of sources, they are provided ‘AS IS’ and “AS AVAILABLE”. You expressly agree that your use of the Sites and any information contained therein is at your sole risk. Accordingly, to the extent permitted by applicable law, COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES AND CONDITIONS OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES AND CONDITIONS THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Some jurisdictions do not allow the disclaimer of warranties or conditions so such disclaimers may not apply to you.
Limitation on Liability
IN NO EVENT WILL COMPANY OR ITS OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DISTRIBUTORS, AFFILIATES OR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE OR VIA OTHER CHANNELS, INCLUDING BUT NOT LIMITED TO PHONE AND EMAIL, BE LIABLE TO ANY USER OF THE SITES OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE) ARISING OUT OF THE USE OR INABILITY TO USE THE SITES OR ANY INFORMATION CONTAINED THEREIN, INCLUDING USER CONTENT, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
You hereby acknowledge that the preceding limitation on liability will apply to all content, merchandise and services available through the Sites or other channels. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, in such jurisdictions liability is limited to the fullest extent permitted by law. Regardless of the previous paragraphs, if Company is found to be liable, our liability to you or to any third party is limited to the greater of (a) the amount in dispute not to exceed the total amount which you paid to us in the twelve (12) months prior to the action giving rise to the liability or (b) USD $100.
Legal Disputes
YOU AND COMPANY AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS ACCESS TO DISCOVERY, ALSO MAY BE UNAVAILABLE OR LIMITED IN ARBITRATION.
Any dispute between you and Company, its agents, employees, officers, directors, principals, successors, assigns, subsidiaries or
affiliates (collectively for purposes of this section, 'Company') arising from or relating to these Terms of Use and their interpretation or the breach, termination or validity thereof, the relationships which result from these Terms of Use, including disputes about the validity, scope or enforceability of this arbitration provision (collectively, "Covered Disputes") will be settled by binding arbitration. Prior to initiating any arbitration, the initiating party will give the other party at least 60-days' advanced written notice of its intent to file for arbitration. Company will provide such notice by e-mail to your e-mail address on file with Company and you must provide such notice by e-mail to legal@company.com.
During such 60-day notice period, the parties will endeavor to settle amicably by mutual discussions any Covered Disputes. Failing such amicable settlement and expiration of the notice period, either party may initiate arbitration. The arbitrator will conduct any arbitration proceedings by telephone or videoconference unless in-person appearances are requested by you or Company and approved by the arbitrator. Any in-person appearances will be held at a location mutually agreed upon by you and Company, or, in the absence of such agreement, at a location determined by the arbitrator. The arbitrator will have the power to grant whatever relief would be available in court under law or in equity and any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. Arbitrator will apply applicable law and the provisions of these Terms of Use and the failure to do so will be deemed an excess of arbitral authority and grounds for judicial review. Company and you agree that any Covered Dispute hereunder will be submitted to arbitration on an individual basis only. Neither Company nor you are entitled to arbitrate any Covered Dispute as a class, representative or private attorney action and the arbitrator(s) will have no authority to proceed on a class, representative or private attorney general basis. If any provision of the agreement to arbitrate in this section is found illegal or unenforceable, the remaining arbitration terms shall continue to be fully valid, binding, and enforceable (but in no case will there be a class, representative or private attorney general arbitration). These Terms of Use and related transactions will be subject to and governed by the Federal Arbitration Act, 9 U.S.C. sec. 1-16 (FAA) and, where otherwise applicable, by the laws of the Commonwealth of Massachusetts.
Termination
Your ability to access and use the Sites remains in effect until terminated in accordance with these Terms of Use. You agree that Company, in its sole discretion, may terminate your account and your use of the Sites and may remove and delete your User Content if Company believes that you have violated or acted inconsistently with these Terms of Use or for any other reason. Company also may in its sole discretion and at any time discontinue providing the Sites, or any part thereof, with or without notice. You agree that any termination of your access to the Sites may be effected without prior notice and you acknowledge and agree that Company may bar any further access to the Sites. Further, you agree that Company will not be liable to you or any third-party for any termination of access to the Sites.
For instructions for deleting your account, please see the "Registering for the Service" section of our Privacy Policy.
The provisions of the Intellectual Property Rights, User-Generated Content, Acceptable Use Policy, Disclaimer of Warranties, Indemnity, Limitation of Liability, Legal Dispute sections, together with and any other rights and obligations which by their nature are reasonably intended to survive such termination, will survive any termination of these Terms of Use.
Right to Access
YOU MUST BE AT LEAST AGE 13 TO USE THE SITES. By using the Sites, you affirm that you are over age 13. If you are under age 13, you may not access or use the Sites.
IF YOU ARE A PARENT OR GUARDIAN THAT PROVIDES CONSENT TO YOUR TEENAGER'S REGISTRATION WITH AND USE OF THE SITES, YOU AGREE TO BE BOUND BY THESE TERMS IN RESPECT OF SUCH TEENAGER'S USE OF THE SITES.
Outages
Company periodically schedules system downtime for the Sites for maintenance and other purposes. Unplanned system outages also may occur. You agree that Company has no responsibility and is not liable for: (a) the unavailability of any of the Sites; (b) any loss of data, information or materials caused by such system outages; (c) the resultant delay, mis-delivery or non-delivery of data, information or materials caused by such system outages; or (d) any outages caused by any third parties, including without limitation any companies or servers hosting any of the Sites, any Internet service providers or otherwise.
Jurisdictional Issues
The Sites are operated by Company from its offices in Boston, Massachusetts, USA. The Sites are intended for users who reside in the United States of America. Company makes no representations or warranties that the Sites or any materials contained in them are valid, appropriate or available for use outside of the United States. If you access and use the Sites outside the United States, you do so at your own risk and are responsible for compliance with applicable local laws. Company reserves the right to limit the availability of the Sites and/or the provision of any service, program or other product described thereon to any person, geographic area or jurisdiction, at any time and in our sole discretion. Any software on the Sites is subject to United States export controls and may not be downloaded or otherwise exported or re-exported: (a) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the United States has embargoed goods or which is subject to other applicable U.S. trade sanctions; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using any software from the Sites, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
General Information
No waiver of any provision or any breach of this Agreement will constitute a waiver of any other provisions or any other or further breach. In the event that any provision of this Agreement is determined to be illegal or unenforceable, the balance of the Agreement shall continue to be fully valid, binding, and enforceable. These Terms of Use set forth the entire Agreement between you and Company with respect to use of the Sites and supersede any prior agreements between you and Company relating to such subject matter. The Terms are not assignable, transferable or sublicensable by you except with Company prior written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms of Use. Any heading, caption or section title contained herein is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. Company performance of these Terms of Use is subject to existing laws and legal process, and nothing contained in these Terms of Use is in derogation of Company right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Sites or information provided to or gathered by Company with respect to such use. A printed version of these Terms of Use and of any notices given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The parties agree that all correspondence relating to these Terms of Use must be written in the English language.
Violations
Please report any violations of these Terms of Use to the system administrator here.
Questions?
If you have questions, comments or complaints about these Terms or the Sites, please contact us here. (please reference "Questions about the Sites").
Keith's A Contract
Keith's BB Contract
Effective December 15, 2021
DownloadTable of Contents
This FAM Agreement and Exhibit A attached to (collectively the “Form”) is entered into as of the date of the last signature executed below, between the individual identified under “Your Name” (“You”) and FAM Networks, LLC., (“FAM”) (each a “Party”, collectively the “Parties”).
Your Name. Julie Talbott | Account Link. Fb.com/coasttocoastam |
Your Email. jtalbott@premierenetworks.com | Account ID#. 105212777348 |
Your Phone. 914 671 9034 | Initial Term. 6 Months |
Whereas, You desire to participate in the Services and provide the Qualified Videos as described herein.
Whereas, FAM desires to conduct the Services and Research Activities for Your Accounts on the Platforms herein.
Your Qualified Video Library. 1000+ | Your Participation. 3 / Week |
Current Monthly Income. $0 | Income Target. Attached as Exhibit A. |
Approved Expenses. $0 | Platforms. COAST TO COAST AM FACEBOOK PAGE ONLY |
For valuable consideration and the receipt of which is hereby acknowledged, the Parties agree as follows:
You shall produce either on-demand or live stream videos featuring You that last at least (3) minutes (each a “Qualified Video”). “Your Participation” is the minimum number of Qualified Videos You shall produce each week of the Term.
FAM shall make best efforts to (a) exceed Your Target Income hereunder by providing You Services on the Platforms, and (b) conduct non-revenue generating Research Activities to test methods for achieving the best performing Results.
If FAM exceeds the Income Target during any calendar quarter, then You agree to produce a Testimonial within the subsequent calendar month. “Income Target” means your goal for gross monthly income generated under this Form.
This Form is subject to and incorporates by reference the current Terms of Service found at https://famnetworks.com/tos. IN WITNESS WHEREOF, the Parties cause this Form to be executed as of the date below by their authorized representatives.
Accepted by FAM Networks, LLC. | Accepted by You. |
Signed. Signed.
Date. Date.
Name. Keith McElwain Position. President, Premiere Networks Inc.
Position. President, FAM Networks, LLC.
Address. FAM Networks, LLC. Address. Premiere Networks Inc.
8 Acapulco Princess, Unit 1 1200 Broadway, Nashville
Nashville, NJ 07462 TN 37203
Exhibit A.
Income Target Schedule
The Parties agree to enter into this Exhibit A, in addition to the Form attached hereto, for the purpose of FAM providing the Services and making best efforts in order to exceed the Income Target during the Term as described below.
Date | Income Target Gross Revenue (USD) |
Month 1 | $0.00 |
Month 2 | $0.00 |
Month 3 | $0.00 |
Month 4 | $3,493.33 |
Month 5 | $5,662.98 |
Month 6 | $9,242.94 |
Total | $18,399.25 |
Effective December 15, 2021 to December 15, 2021
DownloadTable of Contents
This FAM Agreement and Exhibit A attached to (collectively the “Form”) is entered into as of the date of the last signature executed below, between the individual identified under “Your Name” (“You”) and FAM Networks, LLC., (“FAM”) (each a “Party”, collectively the “Parties”).
Your Name. Julie Talbott | Account Link. Fb.com/coasttocoastam |
Your Email. jtalbott@premierenetworks.com | Account ID#. 105212777348 |
Your Phone. 914 671 9034 | Initial Term. 6 Months |
Whereas, You desire to participate in the Services and provide the Qualified Videos as described herein.
Whereas, FAM desires to conduct the Services and Research Activities for Your Accounts on the Platforms herein.
Your Qualified Video Library. 1000+ | Your Participation. 3 / Week |
Current Monthly Income. $0 | Income Target. Attached as Exhibit A. |
Approved Expenses. $0 | Platforms. COAST TO COAST AM FACEBOOK PAGE ONLY |
For valuable consideration and the receipt of which is hereby acknowledged, the Parties agree as follows:
You shall produce either on-demand or live stream videos featuring You that last at least (3) minutes (each a “Qualified Video”). “Your Participation” is the minimum number of Qualified Videos You shall produce each week of the Term.
FAM shall make best efforts to (a) exceed Your Target Income hereunder by providing You Services on the Platforms, and (b) conduct non-revenue generating Research Activities to test methods for achieving the best performing Results.
If FAM exceeds the Income Target during any calendar quarter, then You agree to produce a Testimonial within the subsequent calendar month. “Income Target” means your goal for gross monthly income generated under this Form.
This Form is subject to and incorporates by reference the current Terms of Service found at https://famnetworks.com/tos. IN WITNESS WHEREOF, the Parties cause this Form to be executed as of the date below by their authorized representatives.
Accepted by FAM Networks, LLC. | Accepted by You. |
Signed. Signed.
Date. Date.
Name. Keith McElwain Position. President, Premiere Networks Inc.
Position. President, FAM Networks, LLC.
Address. FAM Networks, LLC. Address. Premiere Networks Inc.
8 Acapulco Princess, Unit 1 1200 Broadway, Nashville
Nashville, NJ 07462 TN 37203
Exhibit A.
Income Target Schedule
The Parties agree to enter into this Exhibit A, in addition to the Form attached hereto, for the purpose of FAM providing the Services and making best efforts in order to exceed the Income Target during the Term as described below.
Date | Income Target Gross Revenue (USD) |
Month 1 | $0.00 |
Month 2 | $0.00 |
Month 3 | $0.00 |
Month 4 | $3,493.33 |
Month 5 | $5,662.98 |
Month 6 | $9,242.94 |
Total | $18,399.25 |