Why must this alway be a painful process. Here is the agreement you just sign off on to do revinue sharing on Youtube.
I don't know about you, but I do think it's possible for someone with a law degree to fully understand this in a week let alone just a smart computer guy in a few minutes or an hour.
VIDEO MONETIZATION AGREEMENT
This Video Monetization Agreement (“Agreement”) between you (“Provider”) and Google Inc., a Delaware corporation, and its affiliates (“Google”) is entered into as of the date this Agreement is electronically accepted by you (the “Agreement Effective Date”).
- 1. DEFINITIONS
“Ad Revenues” means recognized revenues from ads provided by Google or an approved third party and displayed or streamed in or on the YouTube Video Player and on Playback Pages with the streaming of a Monetized Video.
“Google Services” means the YouTube Website and other Google websites, products and services.
“Monetized Video” means the audiovisual content and related metadata and materials uploaded to the YouTube Website by Provider, in connection with which advertising may be associated, in Google’s sole discretion, pursuant to this Agreement.
“Playback Pages” means pages on the YouTube Website that stream at no cost to the end user the selected Monetized Video and display associated ads.
“YouTube Video Player” means the media player that streams at no cost to the end user the selected Monetized Video and displays any associated advertising.
“YouTube Website” means the Google Service known as YouTube located at http://www.youtube.com, including replacements or successor versions and international versions.
2. LICENSES
2.1 Monetized Video. Provider grants to Google a non-exclusive, limited right and license to host, cache, route, transmit, store, copy, distribute, perform, display, reformat, excerpt, analyze, and otherwise use the Monetized Video on the Google Services to: (a) host the Monetized Video on Google’s servers; (b) index the Monetized Video; (c) display, perform, and distribute the Monetized Video on Google Services; and (d) make continuing improvements to Google Services. The foregoing includes all necessary licenses to use any compositions and sound recordings of any music included in the Monetized Video in order to host, index, display, perform, synchronize, and distribute the Monetized Video (except for the necessary rights and permissions for the public performance in the United States of any musical compositions embodied in the Monetized Video), and the right to modify the Monetized Video to the extent technically necessary to index and display the Monetized Video. Provider understands and agrees that Google Services incorporating the Monetized Video may be syndicated to Google’s affiliates and syndication partners.
2.2 Brand Features License. Provider grants to Google a non-exclusive, limited, worldwide, royalty-free license to use any trademarks, trade names, domain names, designs, and logos (“Brand Features”) furnished by Provider in connection with the Monetized Video to fulfill Google’s obligations under this Agreement and to include in partner lists and presentations.
3. OBLIGATIONS
3.1 Delivery, Hosting, Serving, Storage, Territorial Limitations. Provider’s delivery of the Monetized Video and associated metadata will be in accordance with specifications provided by Google. Subject to Google’s hosting policies and terms, Google will host, store, and serve the Monetized Video on the YouTube Website, through the YouTube Video Player, and via other Google Services. Google may create or enable Provider to create, using Google templates, a Provider channel on the YouTube Website that prominently displays: (a) the Monetized Video; (b) certain Brand Features of Provider; and (c) such additional content of Provider as may otherwise be furnished to Google pursuant to Provider’s prior or subsequent agreement(s) therewith (specifically including the YouTube Terms of Service) (the “Additional Provider Content”). Provider will specify in a metadata feed or other Google interface any territorial limitations for streaming the Monetized Video, and may set other limitations on distribution and display via Google Services other than the YouTube Website. Provider will not include any promotions, sponsorships, or other advertisements as part of the Monetized Video. If any such ads are included as part of the Monetized Video, Google may elect not to serve advertisements that would be subject to the revenue share in Section 4.1 or may remove the Monetized Video from display. The Monetized Video may not be comprised substantially of third party materials unless Provider is the exclusive licensee of online distribution rights for the underlying material. If a third party provides Google with a claim of ownership of any material contained within the Monetized Video, then: (x) the Monetized Video may be blocked from the YouTube Website and the YouTube Video Player; (y) payments accruing to Provider pursuant to Section 4 may be suspended or cancelled; and (z) if Provider disputes the third party claim, Provider will participate in a procedure to resolve the dispute.
3.2 No Alteration. Once a Monetized Video has been approved for delivery of advertising in connection therewith, Provider agrees not to alter in any way the content of such Monetized Video for the duration of the Term. Any alteration of any approved Monetized Video will be deemed a breach of this Agreement and may result in termination and non-payment of Ad Revenues.
3.3 Removal. If Provider notifies Google or Google determines that its use of the Monetized Video may create liability for Google or harm the integrity of Google’s servers or the Google Services, Google may stop displaying the Monetized Video. Provider may remove the Monetized Video through methods made available by Google. If the Monetized Video continues appearing on Google Services more than 48 hours after Provider has successfully initiated removal, Provider will notify Google of the URL by sending an email to partner-takedownrequest@youtube.com or other addresses Google may designate.
4. ADVERTISING
4.1 Sales, Payments, Reports. Provider will receive 55% of Ad Revenues recognized by Google. Recognized revenues do not include items listed in Section 4.4 or taxes. Payments will be furnished to Provider within approximately sixty (60) days after the end of any calendar month, provided that Provider’s earned balance is $100 or more in the aggregate. When Provider’s monthly earned balance is less than $100, there will be no payment and the balance will accumulate until it exceeds $100, at which time it will be paid to Provider in accordance with the preceding sentence. If this Agreement is terminated, Google will pay Provider’s earned balance within approximately 90 days after the end of the calendar month of termination, with no payment obligation if the earned balance is less than $10. Payments shall be made by check or wire transfer pursuant to instructions provided by Provider. Google retains all other revenues from Google Services. Advertising statistics compiled by Google will be the official data for calculating Ad Revenues hereunder. Within 60 days after each calendar month, Provider will be furnished with a report stating the amount of Ad Revenues for the month and the amount owed Provider, if any.
4.2 Payment Processing Account. Unless otherwise directed by Google, in order to facilitate the processing of Ad Revenue payments, if any, Provider will maintain an AdSense account for the duration of the Term and provide the associated account information to Google simultaneously with the execution of this Agreement. In the event Provider does not currently have an AdSense account, Provider will create such an account using tools provided by Google in connection with this Agreement. For the avoidance of doubt, no Ad Revenue payments will be furnished to Provider unless and until such AdSense account has been created and such account information has been furnished to Google.
4.3 Taxes. All payments made in connection with this Agreement are exclusive of taxes imposed by governmental entities of whatever kind and imposed with respect to the transactions for services provided under this Agreement. Google will be responsible for any taxes relating to payments it makes under this Agreement other than taxes based on Provider's income. If Google is required to deduct or withhold taxes from any payments made to Provider and remits such taxes to the local taxing jurisdiction, then Google will duly withhold and remit such taxes and will pay to Provider the remaining net amount after the taxes have been withheld.
4.4 Non-Qualifying Ads. Google is not required to make payments based on: (a) invalid queries or clicks originating from Provider’s IP addresses or computers or solicited by Provider for the purpose of generating revenues; (b) ads delivered to browsers with JavaScript disabled; (c) ads for charities or transparent (empty) ads; (d) advertisements for Google Services; (e) clicks co-mingled with a significant number of invalid clicks; or (f) breach of this Agreement by Provider. Google may withhold payment or charge back Provider for the foregoing, or any breach of this Agreement by Provider, pending Google’s reasonable investigation. Provider will cooperate with Google in any investigation. Provider will not, and will not authorize or encourage any third party to generate invalid or fraudulent clicks, queries, or impressions.
5 CONFIDENTIALITY. Neither party will disclose the terms of this Agreement to any third party, or issue any public announcement regarding the terms of this Agreement, without the other party’s prior written agreement. The parties will not disclose to any third parties nonpublic information disclosed by one party to the other under this Agreement, and will protect such information applying the same degree of care used by the parties to protect their own confidential information. If this Agreement or any confidential information of either party is required to be produced by law, the noticed party will promptly notify the other party and cooperate to obtain an appropriate protective order prior to disclosing any confidential information.
6. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION. Each party represents and warrants that it has authority to enter into the Agreement. Provider represents and warrants that it has all necessary rights to grant the licenses set forth in Section 2. Each party will indemnify, defend and hold harmless the other and their directors, officers, employees, and agents from third party claims arising from or related to a breach of such party’s representations and warranties. Provider will indemnify, defend and hold harmless Google and its directors, officers, employees, and agents from third party claims arising from or related to Google’s authorized use of the Monetized Video, the Provider Brand Features, or any other materials furnished by Provider to Google under this Agreement.
7. DISCLAIMERS, LIMITATIONS OF LIABILITY. Except for the express warranties made by the parties in Section 6, the parties disclaim all warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose. Except for the indemnities in Section 6: (a) 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; and (b) neither party’s aggregate liability for any cause of action arising from or related to this Agreement will exceed $50,000.
8. TERM, TERMINATION. Unless earlier terminated by Google (which may occur in its sole discretion), the term of this Agreement (“Term”) will continue in perpetuity until such time as Provider removes the Monetized Video from display on the YouTube Website or otherwise advises Google in writing that it no longer wishes to have advertising served in connection with same. In the event Google’s termination of this Agreement also requires the removal by Google of the Monetized Video itself from display on the YouTube Website, Google will provide notice of same to Provider, generally within five (5) business days of such removal. All licenses granted in this Agreement will expire upon termination. Sections 1, 5, 6, 7, 8 and 9 survive termination.
9. MISCELLANEOUS. The parties are independent contractors, and nothing in this Agreement creates an agency, partnership, or joint venture. Neither party may assign this Agreement to any third party, except to its parent company or any majority owned subsidiaries, without the prior written consent of the other. This Agreement sets forth the entire agreement between the parties and supersedes any prior or contemporaneous written or oral agreements regarding its subject matter. The terms of this Agreement relate solely to the Monetized Video and do not apply to any Additional Provider Content (inclusive of any other Provider videos monetized under separate agreement). This Agreement may be amended only in a writing signed by both parties. Failure to enforce any provision of this Agreement will not be deemed a waiver. Any notices hereunder will be delivered in writing, to the address of record of the receiving party. If any provision of this Agreement conflicts with applicable laws or is adjudications, that provision will be deemed eliminated from the Agreement and the Agreement will remain in effect so long as the essential purpose can still be achieved. This Agreement is governed by the laws of the State of California (excluding its choice of law rules) and applicable federal laws. Any litigation hereunder will be brought exclusively in any state or federal court of competent jurisdiction in Santa Clara County, California; each party consents to venue and exclusive personal jurisdiction of such courts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which, when taken together, will constitute a single instrument.
By clicking the “I Accept” button below, Provider accepts this Agreement on behalf of itself or such other person or entity for whom it serves as an authorized representative, and agrees to bound by all of its terms and conditions.
November 13, 2007 v1.0
Your video has been submitted for revenue sharing consideration. If it is approved, you will start to see ads displayed next to your video. Processing your video can take up to 2 weeks, so please be patient!
