MINASNET ENTERTAINMENT CONTENT CREATOR MEMBER AGREEMENT
DATED JUNE 27,2022
This Content Creator Member Agreement (“Agreement”) is an agreement between Minasnet Entertainment and you (if registering as an individual) or the entity you represent (if registering as a business) (“Creator”), pursuant to the terms of this Master Services Agreement (“MSA”) between Minasnet Entertainment and Creator, which is incorporated herein by reference. In the event of a conflict between any terms of the MSA and terms of this Agreement, the applicable terms of this Agreement shall control. Capitalized terms used and defined in the MSA shall have the same meaning when used in this Agreement.
WHEREAS, Minasnet Entertainment owns and operates an electronic information distribution service (“Distribution Service”); and
WHEREAS, Minasnet Entertainment wants to obtain from Creator the right to receive the Licensed Content (defined below) by the Delivery Methods (defined below) and make the Licensed Content available to certain users of the Distribution Service, all on the terms and conditions set forth in this Agreement;
NOW THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, the parties agree as follows:
- DEFINITIONS. The following definitions apply to capitalized terms in this Agreement. All other capitalized terms are defined in the body of the Agreement.
- “Licensed Content” means any text, images, media files, video or other material provided under this Agreement, from time to time, including any updates thereto.
- “Commercial Available Date” means the date that the Licensed Content is first made commercially available in the Distribution Service.
- “Delivery Methods” means a format that will allow Creator to easily upload or post the Licensed Content with the intent of delivering such content to Minasnet Entertainment and its other network subsidiaries such as criticalthinker.cyou,soylatino.vip and others.
- “Minasnet Entertainment Publisher” means any third party who has an existing relationship with Minasnet Entertainment to distribute content or advertising in exchange for compensation or has signed a Publisher Member Agreement.
- AUTHORIZED DISTRIBUTION METHODS. Minasnet Entertainment agrees to allow you to distribute Licensed Content solely for the purpose of collecting revenues as a result from selling advertising with the Licensed Content. This includes (but is not limited to) distributing through (a) a video player hosted and operated by Minasnet Entertainment; (b) a channel provided by a third party video distribution platform; and (c) embedding within a website or mobile application operated by a Minasnet Entertainment Network Publisher.
- GRANT OF RIGHTS; RESTRICTIONS.
- Access to Licensed Content. Subject to the terms and conditions of this Agreement, Creator hereby grants to Minasnet Entertainment, a perpetual, fully-paid up, royalty-free, non-exclusive, worldwide, limited license (without the right to sublicense) to (a) receive by the Delivery Methods the Licensed Content; (b) store the Licensed Content on infrastructure operated by Minasnet Entertainment; and (c) distribute and display the Licensed Content by means of the Distribution Service using the Authorized Distribution Methods. No provision of this Agreement shall be deemed to restrict or limit Creator’s right to market, sell, distribute, display or otherwise provide access to the Licensed Content, directly or indirectly anywhere in the world, or enter into contracts, grant licenses or make arrangements with any other party to market, sell, distribute, display or otherwise provide access to the Licensed Content anywhere in the world.
- Residual Rights. All rights not expressly granted to Minasnet Entertainment herein with respect to the Licensed Content shall be retained by Creator.
- DELIVERY OF LICENSED CONTENT
- Delivery and Installation. Minasnet Entertainment and its network partners shall acquire, install, operate and maintain at its own expense all communications lines, equipment, software, services and related technology necessary to receive the Licensed Content through the Delivery Method. Minasnet Entertainment also shall be responsible for, and shall pay for, any development work, software or hardware relating to the setup and integration of the Licensed Content as part of the Distribution Service.
- Limitation of Use. Except as specifically provided herein, Minasnet Entertainment shall not intentionally store, manipulate, distribute or otherwise make available, and shall use reasonable commercial efforts to cause each third party who obtains access to Licensed Content not to use, store, manipulate, distribute or otherwise make available, any Licensed Content without the prior written consent of Creator. Minasnet Entertainment shall not, and shall use reasonable commercial efforts not to permit any other party to, edit, alter or otherwise change in any manner the content, format or presentation of the Licensed Content, including all copyright and proprietary rights notices. Creator understands that due to technical limitations, some delivery mechanisms may make it possible to download the Licensed Content.
- Service Presentation. Minasnet Entertainment shall ensure that all Licensed Content available through the Distribution Service is identified as property of Creator, including prominently displaying on the Distribution Service the Creator-branded logos provided to Minasnet Entertainment by Creator.
- Minasnet Entertainment Branding. Minasnet Entertainment has the right to display its name, logo, trademarks, service marks and slogans along with Licensed Content for the purpose of promoting its Distribution Service, unless both parties agree otherwise in writing.
- Quality of Transmissions. Minasnet Entertainment shall use its best efforts to ensure that each transmission of Licensed Content (a) is of high commercial quality, (b) contains an accurate and complete copy of the Licensed Content which Minasnet Entertainment has been licensed to distribute.
- PAYMENTS AND PAYMENT TERMS
- Fees. Beginning on the first day of the month, following the Commercial Availability Date, Minasnet Entertianment shall pay to Creator a monthly fee equal to 100% of all revenue debited from an Advertiser’s balance by Minasnet Entertainment.For the purpose of maintaining the intergrity of the site and other related site related issues,Minasnet Entertainment reserves the right,from time to time to debit up to 10% from your creators balance. If the Licensed Content is in video format, any revenue earned as a result of showing advertisements within the video or audio players of our partner's network hosting is not included.In other words,becuase you get to keep majority of your fees,we reserve the right as indicated to not to share any additional revenues.Of course,these terms are subject to change,at any given moment.
- Expenses. Minasnet Entertainment as a result of bearing all of its own expenses arising from its performance of its obligations under this Agreement, including expenses for facilities, work spaces, utilities, management, clerical and reproduction services, supplies and the like, unless expressly agreed to otherwise in writing by Minasnet Entertainment and the Creator,reserves the right to debit from time to time,up to 10% from your creator's balance.
- Payment Terms. Minasnet Entertainment will initiate payment to Creator within thirty (30) days or sooner. Payment shall be made by company Paypal,Stripe or any other acceptable or availiable method of transferring said creator's revenues as selected by Creator in the Content Rewarder.online Administration Panel. All determinations and calculations of revenues paid to Creator by Minas Entertianment via its ContentRewarder site will be final and binding; provided, however, Minasnet Entertainment reserves the right to adjust past and future payments for any reason whatsoever, including for example, non-payment from Advertisers, system errors, breach of any terms of this Agreement, invalid activity and prohibited deemed activities.
- Taxes. Creator shall be responsible for paying all income taxes and other taxes charged to Creator on amounts earned hereunder. To that end, Creator will provide such information as is required to enable Minasnet Entertainment to prepare a 1099 form, if required or requested. All financial and other obligations associated with Creator’s business are the sole responsibility of Creator.
- EFFECTS OF TERMINATION.
- Payment Upon Termination. Upon expiration or termination of this Agreement, all outstanding Undisputed Fees and any other payments due to Creator shall be accelerated and paid to Creator as soon as possible, but no later than fifteen (15) days after such expiration or termination
- Termination of License. Upon the expiration or termination of this Agreement for any reason, all rights granted to Minasnet Entertainment under Section 3 shall survive; however, Minasnet Entertainment shall (1) discontinue all representations or statements from which it might be inferred that any relationship exists between the parties; (2) discontinue use of the Creator’s name, logo, trademarks, service marks and slogans, except for those required by Minasnet Entertainment to support embedded Licensed Content by a third-party and must conform to the terms defined in Section 4.c; and (3) cease to promote Licensed Content through any channels owned directly by Minasnet Entertainment and its other network partners..
- Third Party Distribution. While Minasnet Entertainment will comply with the terms set forth in Section 6.b as it relates to websites and platforms it owns and operates, Creator understands that Minasnet Entertainment via its network partners will not require third parties who have previously embedded the Licensed Content to remove it.
- REPRESENTATIONS AND WARRANTIES
- Licensed Content Rights. Creator hereby represents and warrants that the Licensed Content: (i) is owned by the Creator; (ii) does not breach or infringe any copyright, common law right or any other intellectual property right of any third party; and (iii) does not contain any matter that is libelous, scandalous, obscene or an invasion of privacy or in any way unlawful.
- Creator Authority. Creator has the full right, power and authority to enter into and perform all obligations under this Agreement.
- LIMITATION OF LIABILITY. MANTIS’ aggregate liability to the Creator under this agreement for any claim is limited to the amount paid by MANTIS to the Creator during the one (1) month period immediately preceding the date the claim arose.