ACIFIN LIMITED CONTENT CREATOR AGREEMENT
This letter (this Agreement) confirms that we will retain you to act as, and you will act as, a consultant to Acifin Limited, ("Acifin"), in the role of 'Content Creator' on the terms set out in this letter.
"Acifin" means Acifin Limited.
"Google" means Google Ireland Limited.
"Business Contacts" means other Content Creators, Staff, Consultants or companies affiliated with Acifin.
"YouTube" means the website www.youtube.com, as owned by company Google.
"YouTube Channel" is the YouTube Username you specified on this Agreement.
"Video" means the audio-visual content posted to your YouTube Channel.
"Impressions" means a view on your Video.
"Ad Click" is when a viewer of your Video clicks an advert displayed.
"YouTube Ad Revenue" means the adverts that appear on your Video.
"Acifin Revenues" means money paid to Acifin.
"Acifin Extra Ads" means any product placement or other type of in-video/pre-production advertising provided by Acifin to you.
"Net Acifin Revenues" means all revenues paid to Acifin by Google in association with your YouTube Ad Revenue.
"Threshold" means the minimum amount owed to the Content Creator for a payment to be transferred. The maximum this amount shall be is $50 USD and may be modified to any amount lower at any time by Acifin without modification to this agreement The threshold will only be enforced in such a case where Acifin deems it necessary in order to make payments managable, and will possibly not be enforced at all.
"Effective Date" means the date which you accepted the terms & conditions on the online application and your details were captured and stored, executing this agreement.
2. Your Services
2.1 You will upload Video to your YouTube Channel.
2.2 You will follow all YouTube community guidelines in your Video.
2.3 You will not include in any of your Video, content which you do not own. This includes music, sports, TV shows or any other content that you have no rights to.
2.4 You will not take part in, or authorise any other party to take part in creating false Impressions or Ad Clicks on your Video.
2.5 You will not, in your Video or anywhere else, display content which could be considered harmful to Acifin or Business Contacts, and in the same will not engage in disparagement of Acifin.
3.1 We will pay you:
3.1.1 From your YouTube Ad Revenue: 60% of Net Acifin Revenues;
3.1.2 For Product Placement: 50% of Acifin Revenues derived from Acifin Extra Ads.
3.2 The payments made by us under paragraph 3.1 above are full and complete compensation for all obligations assumed by you under this Agreement. Payments will be sent to the PayPal account as provided to us.
3.3 All amounts payable to you under this Agreement are exclusive of VAT (or any similar tax) which we will pay at the rate from time to time prescribed by law.
3.4 The fees will be paid in the currency GBP (Great British Pounds) or USD (US Dollars) at Acifin's discretion. Acifin is not responsible for charges brought about by currency conversion while processing payments.
3.5 Payments will be transferred once per calendar month within 60 days following the end of such month, unless the payment is below The Threshold, in which case, it will be instead added up month-on-month until the amount owed to the Content Creator reaches or exceeds The Threshold. If found to be in violation of paragraphs 2.2, 2.3, 2.4, or 2.5, the fees will no longer be owed to you.
4.1 You will during the period of your consultancy and in perpetuity after its end keep confidential, and not use for any purpose except acting as our consultant and providing services to us, any information that we or our Group Companies (that is any undertaking which is, on or after the date of this Agreement from time to time, our subsidiary undertaking, our parent undertaking or a subsidiary undertaking of our parent undertaking, as those terms are defined in section 1159 of of the Companies Act 2006) make known to you or about the work you do for us, and you agree that you will not disclose the same to any third party without first obtaining our written consent.
4.2 At the end of your consultancy, you will immediately deliver to us all records, databases, documents and other papers that are in your possession, custody or control and that are our property, or that otherwise relate to our business, and you will not retain any copies.
4.3 The above obligations of confidentiality do not apply to any information that:
4.3.1 was already known to you, and not already subject to any obligation of confidentiality to us, before we made it available to you;
4.3.2 is or becomes publicly known through no fault of yours;
4.3.3 is given to you by a third party who has the right to do so;
4.3.4 by operation of law or the Order of a Court of relevant jurisdiction.
5. Intellectual Property
5.1 You will retain 100% ownership of your Intellectual Property, for example, your Video.
5.2 The expression "Intellectual Property" means patents, trade marks, service marks, registered designs, copyrights, database rights, design rights, confidential information, applications for any of the above, and any similar right recognised from time to time in any jurisdiction, together with all rights of action in relation to the infringement of any of the above.
You agree that you will be working for us as an independent contractor and that nothing in this Agreement creates, implies or evidences the relationship of employer and employee, or principal and agent. You have no authority to make any representation or commitment or to incur any liability on our behalf.
7.1 This Agreement will begin on the Effective Date and be in effect for a length of 12 months (which is 1 year) and will automatically renew every one (1) year unless terminated by you by providing thirty (30) days notice in the remaining thirty (30) days of this Agreement.
7.2 You may terminate this Agreement with immediate effect by giving notice to the other if:
7.2.1 We are in breach of any provision of this Agreement and (if it is capable of remedy) the breach has not been remedied within 30 days after receipt of written notice specifying the breach and requiring its remedy; or
7.2.2 Acifin becomes insolvent, or if an order is made or a resolution is passed for its winding up (except voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator, administrative receiver or receiver is appointed over the whole or any part of the other's assets, or if the other makes any arrangement with its creditors.
7.3 Acifin may terminate this Agreement with immediate effect for any or no reason by giving notice to you.
7.4 Paragraphs 2.5, 3, 4, 5, 6.2, 7, 8, 10, 11 and 12 will survive the termination or expiry of this Agreement for any reason and continue indefinitely.
You consent to our holding and processing any personal data we collect about you for the purpose of administering and managing our business.
If the performance by either you or us of any obligation under this Agreement (except a payment obligation) is delayed or prevented by circumstances beyond your or our reasonable control, you or we (as the case may be) will not be in breach of this Agreement because of that delay in performance. However, if the delay in performance lasts for more than 3 months, the other party may terminate this Agreement with immediate effect by giving written notice.
11.1 You warrant to us that, to the best of your knowledge and belief (having made reasonable enquiry of those likely to have relevant knowledge and searched on a public register) any advice or information given by you, or the content or use of any materials, works or information you provide to us in connection with this Agreement, will not constitute or result in any infringement of third-party rights.
11.2 Subject to paragraph 11.4, your liability for any breach of this Agreement, any negligence or arising in any other way out of the subject matter of this Agreement, will not extend to any indirect damages or losses, or any loss of profits, loss of revenue, loss of data, loss of contracts or opportunity, whether direct or indirect, even if we have advised you of the possibility of those losses or if they were within your contemplation.
11.3 Subject to paragraph 11.4, your aggregate liability to us other for all and any breaches of this Agreement, any negligence or arising in any other way out of the subject matter of this Agreement, will not exceed in total the amount paid to you under this Agreement.
11.4 Nothing in this Agreement limits or excludes either party's liability for:
11.4.1 death or personal injury;
11.4.2 any fraud or for any sort of liability that, by law, cannot be limited or excluded; or
11.4.3 any loss or damage caused by a deliberate breach of this Agreement or a breach of paragraph 3.
11.7 The express undertakings and warranties given by you and us in this Agreement are in lieu of all other warranties, conditions, terms, undertakings and obligations, whether express or implied by statute, common law, custom, trade usage, course of dealing or in any other way. All of these are excluded to the fullest extent permitted by law.
12.1 Notices: Any notice to be given under this Agreement must be in writing, may be delivered to the other party by any of the methods set out in the left hand column below, and will be deemed to be received on the corresponding day set out in the right hand column:
Method of service
Deemed day of receipt
By email to firstname.lastname@example.org
the day of delivery
The parties' respective representatives for the receipt of notices are, until changed by notice given in accordance with this paragraph, as follows:
12.2 Headings: The headings in this Agreement are for ease of reference only; they do not affect its construction or interpretation.
12.3 Assignment: Neither you nor we may assign or transfer this Agreement as a whole, or any of our rights or obligations under it, without first obtaining the written consent of the other party. That consent may not be unreasonably withheld or delayed.
12.4 Illegal/unenforceable provisions: If the whole or any part of any provision of this Agreement is void or unenforceable in any jurisdiction, the other provisions of this Agreement, and the rest of the void or unenforceable provision, will continue in force in that jurisdiction, and the validity and enforceability of that provision in any other jurisdiction will not be affected.
12.5 Waiver of rights: If either you or we fail to enforce, or delay in enforcing, an obligation of the other party, or fail to exercise, or delay in exercising, a right under this Agreement, that failure or delay will not affect your or our right to enforce that obligation or constitute a waiver of that right. Any waiver of any provision of this Agreement will not, unless expressly stated to the contrary, constitute a waiver of that provision on a future occasion.
12.7 No agency: Nothing in this Agreement creates, implies or evidences any partnership or joint venture between the parties, or the relationship between them of principal and agent. Neither party has any authority to make any representation or commitment, or to incur any liability, on behalf of the other.
12.8 Entire Agreement: This Agreement constitutes the entire agreement between you and us relating to its subject matter. You and we each acknowledge that we have not entered into this Agreement on the basis of any warranty, representation, statement, agreement or undertaking except those expressly set out in this Agreement. You and we waive any claim for breach of this Agreement, or any right to rescind this Agreement in respect of any representation which is not an express provision of this Agreement. However, this paragraph does not exclude any liability which you or we may have to the other (or any right which either of us may have to rescind this Agreement) in respect of any fraudulent misrepresentation or fraudulent concealment prior to the execution of this Agreement.
12.9 Covenant not to sue: Under no circumstances shall you sue Acifin or Business Contacts, nor shall any of the preceding be liable to you for any claim or dispute. You may not bring to Acifin or Business Contacts any claim or dispute, for example, an Intellectual Property lawsuit.
12.10 Formalities: Each party will take any action and execute any document reasonably required by the other party to give effect to any of its rights under this Agreement, or to enable their registration in any relevant territory provided the requesting party pays the other party's reasonable expenses.
12.11 Amendments: No variation or amendment of this Agreement will be effective unless it is made in writing and signed by you and on our behalf.
If the above terms and conditions are acceptable to you, execute this agreement by submitting the form with the checkbox asking for your agreement ticked.