YouTube Agreement

					CONTENT HOSTING SERVICES AGREEMENT This Content Hosting Services Agreement (“the Agreement”) is entered into by and between [FULL LEGAL NAME OF PROVIDER]:___________________, with offices located at ____________________ “you” and Google Inc., a Delaware corporation, and its affiliates (“Google”) with offices at 1600 Amphitheater Parkway, Mountain View, CA 94043. . 1. DEFINITIONS

“Ad Revenues” means recognized revenues from ads provided by Google, you or an approved third party and displayed or streamed in or on the YouTube Video Player and on Playback Pages with the streaming of Provider Content and Monetized Content. “AdSense Partner Sites” means websites of Google affiliates and syndication partners who have contracted to receive Google’s video content syndication product, which may include Provider Content and Monetized Content and related advertising. “Google Services” means the YouTube Website and other Google websites, products and services. “Monetized Content” means a user video designated as Monetize pursuant to a separate Content Identification and Management Agreement which may be entered into between the parties. “Playback Pages” are pages on the YouTube Website that stream at no cost to the user the selected Provider Content and Monetized Content and display associated ads. “Provider Ads” means advertisements sold by you. “Provider Content” means the audio and audiovisual content and related metadata and materials provided to Google by you via specified delivery means. “YouTube Video Player” is a media player that streams at no cost to the user the selected Provider Content and Monetized Content via the Google Services and displays associated ads. “YouTube Website” means the Google Service known as YouTube located at, including replacements or successor versions and international versions. 2. LICENSES

2.1 Provider Content and Monetized Content. You grant 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 Provider Content and Monetized Content on the Google Services to (i) host the Provider Content, Provider Ads and Monetized Content on Google’s servers; (ii) index Provider Content, Provider Ads and Monetized Content; (iii) display, perform, and distribute Provider Content, Provider Ads and Monetized Content on Google Services; and (iv) make continuing improvements to Google Services. The foregoing includes all necessary licenses to use the compositions and sound recordings of any music included in the Provider Content, Provider Ads and Monetized Content in order to host, index, display, perform, synchronize, and distribute Provider Content, Provider Ads and Monetized Content (except for the necessary rights and permissions for the public performance in the United States of the musical compositions embodied in Provider Content, Provider Ads and Monetized Content), and the right to modify Provider Content, Provider Ads and Monetized Content to the extent technically necessary to index and display Provider Content, Provider Ads and Monetized Content. You understand and agree that Google Services incorporating Provider Content, Provider Ads and Monetized Content may be syndicated to Google’s affiliates and syndication partners. 2.2 Brand Features License. You grant to Google a non-exclusive, limited, worldwide, royalty-free license to use any trademarks, trade names, domain names, designs and logos (“Brand Features”) provided by you in connection with Provider Content and Monetized Content 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. You will deliver the Provider Content and associated metadata and Provider Ads pursuant to specifications provided by Google. Subject to Google’s hosting policies and terms, Google will host, store, and serve Provider Content and Monetized Content on the YouTube Website, through the YouTube Video Player, and via other Google Services. Google may create or enable you to create a channel on the YouTube Website that prominently displays your trademarks, contains a collection of Provider Content, and may be designed by you using Google templates. You may set other limitations on distribution and display via Google Services other than the YouTube Website, and Google may also provide you with the ability to specify territorial limitations for streaming Provider Content and Monetized Content. You shall not include any promotions, sponsorships, or other advertisements (except those promoting your own products and services) as part of Provider Content. If any such ads are included as part of Provider Content, Google may elect not to serve advertisements that would be subject to the revenue share in Section 4.2 or may remove the Provider Content. You shall not deliver to Google any Provider Content comprised substantially of third party materials unless you are 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 Provider Content or Monetized Content, then: (a) the Provider Content or Monetized Content may be blocked from the YouTube Website and the YouTube Video Player, (b) payments accruing to you pursuant to Section 4 may be suspended or cancelled, and (c) if you dispute the third party claim, you will participate in a procedure to resolve the dispute. 3.2 Removal. If you notify Google or Google determines that its use of Provider Content, Provider Ads or Monetized Content may create liability for Google or harm the integrity of Google’s servers or the Google Services, Google may stop displaying Provider Content, Provider Ads and Monetized Content. Provider may remove Provider Content and Monetized Content through methods made available by Google. If Provider Content or Monetized Content continues appearing on Google Services more than 48 hours after you have successfully initiated removal, you shall notify Google of the URL by sending an email to or other addresses Google may designate, and Google will use commercially reasonable efforts to remove the material from the Google Services within 20 days of confirmed receipt of such notice.



4.1 You shall have the right to place Provider Ads on certain ad inventory associated with Provider Content and Monetized Content, as further described in documentation provided by Google. Such Provider Ads may be sold and will appear in the style and format offered by Google and as may be modified from time to time by Google. Provider must enter into the standard YouTube insertion order supplied by Google for any Provider Ads submitted hereunder. Provider Ads must comply with, and shall be subject to, all policies (see YouTube's current advertising policies located at, and, terms and conditions for advertisements provided by Google. Google reserves the right to modify these policies, terms and conditions in its sole discretion at any time during the Term. Provider Ads may be placed and managed using a Google ad manager. For the avoidance of doubt, Google is under no obligation to permit the display of any Provider Ads that fail to meet its approval in Google's sole discretion or that fail to comply with Google's advertising specifications, policies or guidelines. Google may require you to remove from display any Provider Ads that Google determines in its sole discretion to be objectionable, and you shall promptly remove such Provider Ads from display in Google Services. Further, Google is under no obligation to display any Provider Ads before the start date or past the end date of any Provider Ad campaign, or after the time when a Provider Ad campaign has reached its budget limit as provided to Google by you. You acknowledge and agree that in the event you have not placed Provider Ads on all available advertising inventory under all of the foregoing conditions, Google may serve other ads on such inventory, and you will take whatever steps are reasonably necessary in order to enable Google to backfill such ad inventory with such ads. 4.2 Sales, Payments, Reports. Except for ads on AdSense Partner Sites, your revenue share is 55% of Ad Revenues (or its pro-rata share of 55% if there are multiple claimants to Monetized Content). For ads on AdSense Partner Sites, your revenue share is at least 30% of Ad Revenues (or its pro-rata share of at least 30% if there are multiple claimants to Monetized Content). As of the Effective Date, Google does not support serving Provider Ads on Monetized Content where there are multiple claims, but retains the right to do so. Google shall retain forty-five percent (45%) of Ad Revenues, except with respect to Provider Ads, where you shall pay to Google the amounts set forth in Exhibit A hereto. For purposes of clarity, in the case of Provider Ads, you shall retain your share of Ad Revenues set forth above, and in the case of non-Provider Ads subject to a revenue share hereunder, Google shall pay to you your share of Ad Revenues. Recognized revenues do not include items listed in Section 4.4 or taxes. Payments by Google shall be sent within approximately 60 days after the end of any calendar month, and payment to Google shall be sent by you within approximately thirty (30) days after the date of Google’s invoice. Payments shall be made by check or wire transfer pursuant to instructions provided by the party receiving payment. Google retains all other revenues from Google Services. Unless otherwise specified by Google, advertising statistics compiled by Google shall be the official statistics for calculating Ad Revenues hereunder. You shall supply to Google (on a reporting schedule reasonably required by Google) any information Google may require with respect to Provider Ads in order to calculate revenues, including but not limited to (a) CPM rate for Provider Ads, (b) applicable start dates and end dates for Provider Ad campaigns, and (c) impression goals, (d) budgets for Provider Ad campaigns. Within 30 days after each month, Google shall provide to you a report stating at, a minimum, the amount of Ad Revenues for the month and the amount constituting your revenue share. Google may create an account for you to access information about payments owed to you. To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information associated with your account, which may include Form W-9 or Form W-8, and a U.S. tax identification number, if applicable. 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. Each party shall be responsible for any taxes relating to payments it makes under this Agreement other than taxes based on the other party's income. If either party is required to deduct or withhold taxes from any payments made to the other party and remits such taxes to the local taxing jurisdiction, then such party shall duly withhold and remit such taxes and shall pay to the other party the remaining net amount after the taxes have been withheld. 4.4 Non-Qualifying Ads. Neither party shall be required to make payments based on (a) invalid queries or clicks, including without limitation those originating from the other party’s IP addresses or computers or solicited for the purpose of generating revenues; (b) ads delivered to browsers with JavaScript disabled; (c) Google ads for charities or transparent (empty) ads that Google may deliver (not Provider Ads); (d) advertisements for a party’s own products and/or services (and in the case of Provider Ads, subject to Section 4.1 above); (e) clicks co-mingled with a significant number of invalid clicks; or (f) breach of this Agreement by you. Payment may be withheld or charged back to the other party for the foregoing pending reasonable investigation. Each party will cooperate with the other party in any investigation. Neither party shall, and shall not authorize or encourage any third party to, generate invalid or fraudulent clicks, queries, or impressions, or obtain access to Provider Content through any invalid or illegal means. 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 shall not disclose to any third parties nonpublic information disclosed by one party to the other under this Agreement, and shall 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. You represent and warrant that it has all necessary rights to grant the licenses set forth in Section 2. Each party shall indemnify, defend and hold harmless the other and their affiliates, directors, officers, employees, and agents from third party claims arising from or related to a breach of such party’s representations and warranties. You shall indemnify, defend and hold harmless Google and its affiliates, directors, officers, employees, and agents from third party claims arising from or related to Google’s authorized use of any Provider Content, Provider Ads, your Brand Features, Monetized Content, or any other materials provided by you 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 5: (I) 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 (II) NEITHER PARTY’S AGGREGATE LIABILITY FOR ANY CAUSE OF ACTION RISING FROM OR RELATED TO THIS AGREEMENT WILL EXCEED $50,000. 8. TERMINATION. (a) Either party may end this Agreement on 30 days written notice. All licenses granted in this Agreement will expire upon termination. (b) Sections 1, 5, 6, 7, 8(b) 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. This Agreement may be amended by Google at any time upon notice to you via email at your address registered with your YouTube account. If any amendment is not acceptable to you, you may terminate this Agreement. Failure to enforce any provision of this Agreement will not be deemed a waiver. You will send any notices hereunder in writing and to the attention of the Legal Department at Google at the address listed on the first page of this Agreement. 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. You and Google hereby agree to this Agreement. Google Inc. BY:__________________________ NAME:________________________ TITLE:_______________________ Provider full name: BY:__________________ NAME:_______________ TITLE:_______________


Exhibit A Provider Ads Payment Amounts and Other Information

Minimum Amounts to be Received by Google from you for Provider Ads: • • • • You shall pay to Google the greater of (a) 45% of Ad Revenues for Provider Ads or (b) the amounts set forth in documentation provided by Google to you from time to time; For no more than 2% of Provider Ads, Google shall be entitled to receive simply 45% of Ad Revenues. In any event, You shall pay to Google not less than $4, 500 per campaign Rates are subject to change upon notice (which may be via e-mail) from Google. Any such rate changes shall apply only to Provider Ads inventory for which no IO has been executed at the time of the rate change.


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