Creator Agreement

Creator Agreement


Creator Product and Services Master Agreement

 

This agreement effective as of (“Effective Date”) reflects the mutual understanding of the signatories hereto (each a “Party” and collectively, the “Parties”) as it relates to use by (“Creator”) of the platform made available to Creator by Famecast Media, Inc. (“Famecast”) under the domain name, (the “Platform”).

This agreement is limited in scope to Creator’s use of the Platform for the purposes set forth on Exhibit 1A, Exhibit 1B, and Exhibit 1C hereto (such use being the “Approved Use” and each such product listed on Exhibit 1A being a “Product” and collectively, the “Products” and each such product listed on Exhibit 1B being a “Creator Good” and collectively, the “Creator Goods” and, in the case of services listed in Exhibit 1C, each such service being a “Service” and collectively, the “Services”). 

In consideration for Famecast’s provision of the Platform and payment of the Creator Share (as defined below) in relation to Creator’s Approved Use of the Platform, Creator acknowledges and agrees to the following (items 1 through 7 each being an “Creator Acknowledgement” and items 8 through 14 each being an “Creator Covenant”):

  1. Creator has reviewed and approved all design elements of the Products, Services, and Creator Goods, including their “look and feel” and “branding”.

 

  1. Either directly or through the use of consultants, Creator has reviewed and approved the technical specifications of the Products, Services, and Creator Goods.

 

  1. Creator acknowledges that Famecast may offer, and is permitted to offer, products or services similar to the Products, and/or Services, and/or Creator Goods to other creators, including those who may share some of the same followers with Creator, without regard to (or liability for) the effect such products and/or services may have on the sale or desirability of Products, and/or Services, and/or Creator Goods hereunder.

 

  1. Creator acknowledges that Creator will be solely and ultimately responsible for the promotion and pricing strategies of Creator’s Products, and/or Services, and/or Creator Goods and the financial consequences thereof.   

 

  1. Creator acknowledges that, with respect to a “custom” Product, the MOQ (Minimum Order Quantity) for such “custom” Product is 500 units. Unless and until orders for 500 units or more of a “custom” Product are received and the applicable terms and conditions for such orders are satisfied by Creator, no such “custom” Product will be made, shipped and/or delivered to the end users. The manufacture and fulfillment of orders for a “custom” Product are expressly subject to the prior satisfaction of the MOQ.

 

  1. Creator acknowledges that it will be solely responsible for all aspects of procurement, storage, insurance, delivery, customer service, technical support, logistics, fulfillment, and processing of returns of all Creator Goods ordered through the Platform, such Creator Goods being procured, stored, insured, delivered, processed, fulfilled, supported, and returned at Creator’s own cost and expense without any expectation of, or right to, any financing or credit or other support from Famecast. Further to the foregoing, Creator acknowledges that its procurement, storage, insurance, delivery, fulfillment, support, and processing of returns of all Creator Goods and otherwise will in all respects be governed by and subject to Creator’s compliance with Famecast’s TOS as applicable to Creator Goods. Such TOS can be found at https://famecast.net/terms-of-service and the TOS in effect as of the Effective Date will be provided upon request. To the extent of any conflict between this agreement and the TOS then in effect, this agreement shall prevail. Famecast’s only obligations with respect to the sale of Creator Goods through the Platform will be the collection of payment therefor from end users, the transmission of orders to the supplier of such Creator Goods as directed by Creator, and the computation and payment of the Creator Good Share based on records maintained by Famecast.

 

  1. Creator acknowledges that Famecast shall be entitled to the Creator Good Commission as defined in Exhibit 3 and shall be further entitled to set-off the Creator Good Commission against amounts owed to the Creator.

 

  1. In no event shall Creator suggest in public statements or otherwise that Famecast is responsible for lower than expected Creator Share paid hereunder. In no event shall Creator suggest in public statements or otherwise that the Creator Good Commission payable to Famecast is commercially unreasonable or unfair.  

 

  1. Creator will, within 7 days after Creator begins to sell the Products through the Platform, prominently display (or link to) the information set forth at https://famecast.net/warranty-and-customer-care/ hereto, such information being “Warranty and Customer Care”. With respect to “custom” Products, Creator shall prominently inform end users that the fulfillment of their orders is subject to an MOQ, and further disclose when refunds will be made if the MOQ is not satisfied. With respect to Creator Goods, Creator shall prominently display (or link to) warranty and customer care information that outlines the warranty and customer care information that applies to their Creator Goods and make it clear to their customers that Famecast is not responsible for the warranty and customer care for their Creator Goods. With respect to Creator Goods, Creator shall at all times maintain the insurance set forth in at https://famecast.net/additional-terms-for-creators/ with a reputable and credit-worthy insurer.

 

  1. As soon as the Platform is launched and either orders for the Products and/or Services can be accepted or Creator Goods can be listed, Creator will, at Creator’s own cost and expense, actively promote the Products and/or Services and/or Creator Goods, as the case may be, to a majority of Creator’s online and social followers, each such promotion to include one or more links to the Platform. In no event will Creator “abandon” the Product(s) or Service(s) or Creator Good(s) by failing to actively promote them to Creator’s online followers for more than 30 consecutive days. During the time of product sales, all of Creator’s social channels and accounts must be active and unblocked.  At a minimum, Creator’s promotional efforts shall include endeavors substantially similar to those which are set forth in Exhibit 2, it being understood and agreed that such exhibit may be revised from time to time by mutual agreement.

 

  1. Creator shall not offer the Products at prices lower than those set forth in Exhibit 1A hereto (such prices being the “Minimum Product Pricing”) except with the prior written approval of Famecast.

 

  1. At the reasonable request of Famecast (based on data analytics delivered by Famecast), Creator will, in relation to the Products, Services, and Creator Goods implement targeted marketing strategies.

 

  1. Creator will not sell, lend Creator’s name and/or brand to, or otherwise launch, market and/or promote any products (including, without limitation, headphones, speakers, and other accessories) that are similar to, and in competition with, the Products for a period of 24 consecutive months from the date hereof.

 

  1. For 12 months after the date hereof, Creator will not enter into arrangements, directly or through an affiliate, with a platform that offers functionality that competes with the Platform.

Creator Share.  Creator shall be entitled to the Creator Share as calculated in accordance with https://famecast.net/creator-share/. The Creator Share will be calculated at such times and in such manner as set forth in https://famecast.net/creator-share/ hereto. With respect to products and services other than the Products and/or Services and/or Creator Goods, their sale shall be governed by the TOS. Set forth on Exhibit 3 are the applicable percentages to be used in computing the aforementioned calculations.

Meeting of the Parties.  For so long as this agreement remains in effect, Famecast and Creator will meet quarterly (or on such frequency as may be agreed between them) to review sales history, branding and marketing promotions, pricing strategies, and such other topics as the Parties may wish to discuss in connection with use of the Platform, Products, Services, and Creator Goods.

 

Force Majeure.  If and to the extent that a Party’s performance of any of its obligations pursuant to this agreement is prevented, hindered or delayed directly or indirectly by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, embargo, blockade, legal prohibition, governmental action, labor strikes or lockouts, power outages, epidemics or any other similar cause beyond the reasonable control of such Party (each a “Force Majeure Event”), and such non-performance, hindrance or delay could not have been prevented by reasonable precautions, then the non-performing, hindered or delayed Party shall be excused for such non-performance, hindrance or delay, as applicable, of those obligations affected (the “Affected Services”) by the Force Majeure Event for as long as the effects of the Force Majeure Event continue. The Party whose performance is prevented, hindered or delayed by a Force Majeure Event shall promptly notify the other Party of the occurrence of the Force Majeure Event and describe in reasonable detail the nature of the Force Majeure Event.

 

Limitation of Liability.  Neither Party will be liable to the other, whether in contract, tort (including negligence) or otherwise, for any incidental, indirect, special, punitive, exemplary or consequential damages of any nature whatsoever arising out of, or otherwise relating to or in connection with, this agreement and/or access to the Platform, even if a Party has been advised of or has foreseen the possibility of such damages. 

 

Publicity and Confidentiality. At a mutually agreed time (but not to extend beyond 90 days after the execution of this agreement), the Parties will issue a joint press release announcing the execution, but not the terms, of this agreement and a general description of the relationship contemplated hereunder. Famecast may include Creator’s name on Famecast’s customer lists and website.  Upon Famecast’s request, Creator will also serve as a customer reference in non-public business dealings with potential customers of Famecast.  Except for the foregoing, neither Party shall publicize or otherwise disclose the existence or terms this agreement or the Parties’ relationship without the prior written approval of the other Party. 

 

Miscellaneous.  Neither Party may assign its rights or delegate its obligations under the Agreement, in whole or in part, except with the other Party’s prior written consent.  The waiver by any Party of any breach or default will not constitute a waiver of any different or subsequent breach or default or in any way to affect the validity of this agreement.  This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.  No amendment of this agreement will be valid unless it is set forth in a writing signed by the Parties hereto.  This agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all other prior and contemporaneous agreements and understandings, both oral and written, between them relating to the subject matter of this agreement.  This agreement shall be construed to benefit the Parties and their respective successors and permitted assigns only, and shall not be construed to create third party beneficiary rights in any other party.


Relationship with Terms of Service.  This agreement should be read in conjunction with the Terms of Service (the “TOS”) applicable to such Platform, such TOS being expressly accepted by the Creator and incorporated herein by reference, and, for the avoidance, being applicable in all respects to Creator’s and Creator’s customers use of the Platform as contemplated hereby.  Such TOS can be found at https://famecast.net/terms-of-service and the TOS in effect as of the Effective Date will be provided upon request. To the extent of any conflict between this agreement and the TOS then in effect, this agreement shall prevail.

Termination.  This agreement shall automatically terminate if (a) Creator’s access to, or use of, the Platform is terminated by Famecast pursuant to, and in accordance with, the TOS, (b) Creator breaches a Creator Covenant and fails to cure such breach within 5 business days after Famecast has notified Creator (by email) of such breach, or (c) Creator rescinds, renounces, disclaims, contradicts, or otherwise challenges the validity of any of the Creator Acknowledgements.  Creator Covenants (13) and (14) shall survive termination of this agreement, and Creator acknowledges and agrees that Famecast will be entitled to injunctive relief to prevent the irreparable harm resulting from breaches thereof, in addition to any other remedy to which Famecast may be entitled at law or in equity.

Governing Law.  This agreement is governed by, and shall be construed in accordance with, the laws of the State of California, without regard to its conflict of laws rules applicable to contracts to be performed entirely within the State of California, and without regard to the U.N. Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act.   In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, the Parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either Party to the other, all disputes, claims, questions, or differences shall be settled by final and binding arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules then in effect, which are deemed to be incorporated herein by reference.  Arbitration, including threshold questions of arbitrability of the dispute, will be handled by a sole arbitrator in accordance with those rules. Judgment on the arbitration award may be entered in any court that has jurisdiction.  Notwithstanding the foregoing, each Party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator.

 

 

Exhibit 1A

Product Info, Minimum Product Pricing

 

 

 

Please refer to https://www.famecast.site/marketplace for Product-related information and Minimum Product Pricing

 

 

Exhibit 1B

Creator Good Info

 

 

 

 

Exhibit 1C

List of Services

 

Please refer to https://famecast.net/services for a list of Services

 

Exhibit 2

 

Promotional Requirements

 

Task Description

Responsibility

Date

●      Verify ecommerce store and product is ready for launch.

○      E-Commerce site load test

○      Confirm product design with creator

Famecast

2 weeks prior to launch

●      Verify product and design with Famecast team

●      Confirm product is on hand and ready for photoshoots and video promos

Creator

2 weeks prior to launch

●      Creator to shoot a minimum of two 30s videos and two sets of photos with the product

Creator

2 weeks prior to launch

●      Create a social post on all channels to tease followers about an upcoming new product drop

○      This should include both image and video assets

Creator

2 weeks prior to launch

●      Create a social post on all social channels to tease with the product

●      Release the site where fans can purchase the product - will lead to a coming soon page

Creator

1 week prior to launch

●      Final test on E-Commerce site to confirm load and scalability

Famecast

1 week prior to launch

●      Create social post on all channels to remind launch date and countdown

Creator

3 days prior to launch

●      Create social post on all channels to remind launch date and countdown

Creator

2 days prior to launch

●      Create social post on all channels to remind launch date and countdown

Creator

1 day prior to launch

●      Create social post on all channels to remind launch and countdown

Creator

1 hour to launch

●      Create social post to tell fans the site is now live and ready for pre-sales

Creator

Live

●      Create social post to update fans on the progress of the pre-sales

Creator

Live + 24 hours

●      Create social post to update fans on the progress of the pre-sales

Creator

At successful sale of >50% of total units to be sold

●      Create social post to update and thank fans on the conclusion of the pre-sales and the delivery timetable

Creator

At successful sale of 100% of total units to be sold

●      Create social post to update fans on the delivery timetable

Creator

At 1 month after end of pre-sale

●      Create social post to update fans on the start of shipping of units to fans

Creator

At time of first shipments to fans

●      Create social post to update fans on the success of the sale and thank fans

Creator

At time of last shipments to fans

 

 

 

Exhibit 3

 

DEFINED TERMS FOR CREATOR SHARE CALCULATIONS

 

Creator Services Revenue Share Percentage” equals 80%

 

Creator Good Revenue Share Percentage” equals 95%

 

Creator Good Commission” is defined as one minus the Creator Good Revenue Share Percentage multiplied by the Creator Good Net Revenue

 

Donation Revenue Share Percentage” (if applicable): 80%

 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

 

 

Name 

 

Title

 

Email for notice purposes

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Signed by Rex Wong
Signed On: August 6, 2022


Signature Certificate
Document name: Creator Agreement
lock iconUnique Document ID: 54b0cc4f1919d49ddb6b1bec031866d63cc6e0c4
Timestamp Audit
August 6, 2022 11:31 pm PDTCreator Agreement Uploaded by Rex Wong - rex@famecastmedia.com IP 104.33.91.138
Creator Agreement via @famecastmedia
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