CONTENT CREATOR TERMS OF SERVICE - OPTION B
May 17, 2018
Zevo (zevo.io) is an international video creation website. Content Creators (“You”) create and animate template modules, called Scenes, that Zevo's customers use to build a visual script. Zevo’s customers can then purchase the production services of Zevo to customize the Scenes and produce a video based on the visual script.
“Scene” or “Scenes” refer to any animated or motion graphic modules that you upload and which serve as templates to be customized by Zevo in order for Zevo to produce videos for its customers. The Scenes include any and all design, layouts, incorporated assets, illustrations, images, vectors, graphics, moving images, animations, videos, computer-generated effects, music, audio or sound effects as well as any and all project files and associated assets, associated keywords, metadata and titles submitted by you to Zevo.
“Customize” or “Customization” refers to the work that Zevo does to customize a Scene for the purpose of producing a video (a larger work incorporating multiple Scenes) for a customer. The Customization may entail, but is not limited to: editing, modifying, adding, deleting any part, asset or aspect of the Scene as may be requested by the customer or needed, in Zevo’s own discretion, for the video production.
The following Content Creator Terms of Service - Option B (“CCTOS-B”) is a legally binding, non-exclusive agreement between you and Zevo which controls and describes the following:
- The rights you are granting to Zevo with regard to any and all Scenes you upload.
- The uses Zevo may make of the Scene(s).
- Your legal relationship with Zevo.
By the uploading of any Scene(s) to Zevo, you represent, warrant and confirm that:
- You are the sole owner and creator of the Scene(s) that you upload to Zevo. The Scene(s) and all parts thereof are original works owned and/or controlled by you and capable of copyright protection in all countries where such protection is available.
- You have the exclusive right to use, copy, distribute and transfer the Scene(s) without limitation.
- The Scene(s) you upload are free and clear of any liens, encumbrances, licenses or legal claims of any nature, pending or threatened, contesting the ownership, moral rights, use or creation of the Scene(s) by you.
- Any incorporated design elements such as, but not limited to, illustrations, fonts, effects, brushes and the like that are included in design programs (e.g., Photoshop, Illustrator, After Effects), the end user license agreement, terms of service or the equivalent license of such program and held by you permits you to incorporate such elements in the Scene(s), and to license such Scene(s) to Zevo for the purposes set forth herein.
- The Scene(s) do not infringe upon the copyright or any other rights of any third party, including, but not limited to, trademark rights.
You retain all copyrights of the Scene(s) you upload to Zevo. Nothing in this agreement shall constitute any assignment or transfer of your copyrights in and to the Scene(s) to Zevo. However, when you submit Scene(s) to Zevo, you expressly waive any artists' authorship rights or any moral rights you would otherwise have under the laws of the State of California, United States Copyright Act or similar laws of any jurisdiction so that Zevo may Customize the Scene(s) and Zevo’s customers may use the Scene(s) in accordance with Zevo Licenses.
By the submission of any Scene to Zevo, you hereby grant to Zevo a non-exclusive, worldwide right and license to sell, sublicense, publicly display, prepare derivative works incorporating, reproduce, advertise and market any Scene uploaded by you during the Licensing Period or until this Agreement is terminated as provided herein. As such, you agree to the following:
- You grant to Zevo the license to Customize the Scene for the purpose of Zevo’s marketing activities and production of customer videos. Zevo will own all rights to any Customization created by Zevo in connection with this license. Prior to any Customization, Zevo will not alter your Scene without your written consent.
- Zevo shall be the sole owner of the Customization and all proprietary rights in and to the Customization.
- You grant to Zevo the right, but not the obligation, to license any Scene to its customers for use in accordance with license agreements entered into by Zevo, including but not limited to Zevo Terms of Service and Zevo Royalty-Free License Agreement (collectively, “Licenses”).
- You expressly waive any artists' authorship rights and/or any moral rights that you would otherwise have under the laws of the State of California, United States Copyright Act or similar laws of any jurisdiction, so that Zevo may use and Customize your Scene and Zevo’s customers may use your Scene in accordance with Zevo Licenses.
- You grant to Zevo a non-exclusive, worldwide right to use your name, display name and Scene in connection with Zevo's promotions and marketing, including, without limitation, social media (websites, platforms and applications), without payment of any compensation to you. In addition, Zevo, by its own discretion, may refrain from any or all of the foregoing without any liability to you.
- You grant permission to Zevo to edit, modify, add or delete information related to your Scene for the purposes of managing and licensing such Scene.
- All permissions and licenses you grant in this agreement will survive the termination of this agreement and will remain in full force and effect for any and all Scene(s) you upload to Zevo that were Customized or put in Use prior to the termination of this agreement.
“Rate Steps,” which range from 1-12, determine the royalty rate for a Scene. Rate Steps are set based upon an estimate, in Zevo’s own discretion, of the quantity of time involved with creating and animating a Scene. Zevo will assign a Rate Step to each Scene you upload. When you choose an agreement option, during the Scene Upload process, the assigned Rate Step and the associated Rate Per Use and Maximum Compensation will be clearly displayed. The “I agree” checkbox constitutes your full acceptance and agreement to this entire CCTOS-B agreement along with the displayed royalty rates assigned to your Scene.
“Use” refers to each incident where a Zevo customer pays Zevo to customize a Scene which the customer selected to be used in the customer’s video.
Zevo will pay you a royalty for each unique Use of a Scene for which Zevo receives payment. The Current Royalty Rate is set forth in Current Royalty Rates which is incorporated herein by reference.
Royalty payments will be issued monthly for the previous month’s earnings. Payments will be made on or before the Payment Date, as set forth in Current Royalty Rates.
The minimum amount for a payout is set forth in Current Royalty Rates (“Minimum Payout”). If you do not accrue the Minimum Payout for a given month, your royalties will be rolled over into the next month.
Zevo has the right to recoup any royalties paid to you that are connected to customer refunds issued by Zevo. Such funds will be deducted from applicable royalties credited to your account.
If your account is terminated for a breach of this agreement, in addition to its other rights at law or in equity, Zevo has the right to retain any and all royalties and/or other compensation otherwise payable to you hereunder as liquidated damages.
In the event that Zevo overpays you for any reason, Zevo has the right to deduct the overpaid amount from royalties credited to your account.
Typically, Zevo will make payment through an online payment processing service (e.g., Payoneer or Paypal). You will submit to Zevo your online payment processing service account information with associated email as your method of payment (collectively, “Payment Account”). It is recommended you do not share your Payment Account with anyone. Zevo's obligation to make payment to you hereunder shall be fulfilled by making payment to the Payment Account submitted by you to Zevo. And Zevo will not be liable for any funds that are lost after such funds have reached the payment processor for your Payment Account.
All funds are in US Dollars ($). Zevo is not liable for any fees such as, but not limited to, currency exchange fees and payment processor fees.
INFORMATION & ACCOUNTS
Email is the primary method of contact Zevo will use in all communications and notifications with you related to your account, your Scene(s) and this agreement. Email addresses that you provide to Zevo include a primary email address and an optional alternate email address (collectively, “Contact Method”). You agree that you are solely responsible for keeping your Contact Method up to date. It is recommended that you include an alternate email address in the event Zevo is unable to contact you through your primary email address.
Zevo has the right to refuse to establish an account to anyone for any reason.
Zevo has the right to close any existing account and terminate this agreement for any reason, including, without limitation, breach of this agreement, any breach of any other agreement you have with Zevo, violation of any third party rights, fraud, intellectual property infringement, or for convenience.
If your account is inactive for a period of one (1) year or more, Zevo may attempt to contact you via your Contact Method regarding continuance of your account, at which time you may choose to continue your account. However, if Zevo is unable to contact you, Zevo has the right to terminate your account and retain any royalties due to you.
If you terminate (cancel) your account, Zevo will send you a confirmation email. We then must receive a written reply from you that confirms you do indeed want to cancel. From the receipt of your written request, your account will be terminated in ninety (90) days or less and your Scene(s) will be removed from Zevo’s website. Any and all of your Scene(s) that were put in Use by Zevo customers prior to account termination will remain in Use and all related Zevo Licenses will remain in full force and effect.
After account termination due to your request, if you have a credit of royalties due in your account, you will be made one (1) final compensation payment, even if the amount is less than the Minimum Payout.
If your account is terminated, for any reason, Zevo Licenses remain in full force and effect for any and all Scenes you uploaded to Zevo prior to account termination.
If a payment made through your Payment Account fails due to an inability to contact you, Zevo will make every effort to contact you through your Contact Method. If, however, Zevo is unable to contact you, after a reasonable period of time (in Zevo’s own discretion), Zevo has the right to terminate your account and retain any and all royalties due to you.
Prior to receiving your first payout, you must complete all required profile information including your full name, email, phone, address of residence as well as payment information including your payment processor account email. We must have two verified forms of communication, either an email address and phone number or two unique email addresses.
You agree to follow Zevo's Content Creator Guide, which is deemed incorporated herein and made a part hereof by this reference. The submission of any Scene that does not adhere to Zevo's Content Creator Guide may result in the refusal to approve the Scene, removal of the Scene from Zevo’s website, or termination of your Zevo account.
Zevo has the right to refuse to accept or to remove any Scene from the Zevo Website for any reason, including, without limitation, any breach of this agreement, any breach of any other agreement you have with Zevo, violation of any third party rights, fraud, intellectual property infringement, or for convenience.
If you wish to remove one of your Scenes from the Zevo website, you must do so in writing. From the receipt of your written request, your Scene will be removed from Zevo’s website in thirty (30) days or less.
Zevo reserves the right to remove any Scene from Zevo’s website that has accrued zero (0) Uses within a period of six (6) months or more.
All Licenses issued by Zevo for any Scene that is Customized or accrues Usage, and is later removed from the Zevo Website, will remain in full force and effect.
For any "US Person" as said term is defined by the Internal Revenue Service ("IRS"), you must complete, sign and submit an IRS Form W-9 to Zevo prior to Zevo making the first payment to you.
For any "Foreign Person" as said term is defined by the IRS, you must complete, sign and submit an IRS Form W-8BEN to Zevo prior to Zevo making the first payment to you. As a Foreign Person, you may be subject to U.S. income tax. You agree that you are solely responsible for determining your tax status and for paying any and all taxes due to the U.S. and/or your country of residence.
You must also agree to Zevo’s Independent Contractor Agreement which confirms that you are an independent contractor rather than an employee of Zevo.
For the purposes of this agreement, the term, "Copyright(s)" means all common law copyrights, logos, service marks, trade names, trademarks, Internet domain names, any other copyright or any other unique designations used by Zevo.
You agree to refrain from using the Zevo logo or any of Zevo’s Copyrights. Nothing contained in this agreement shall be construed as granting you any rights to use Zevo’s Copyrights. You may not create or use any word or mark which is similar to or likely to be confused with Zevo’s name or logo.
The look and feel of the Zevo Website, including all page headers, custom graphics, buttons, icons, and scripts, is under copyright of Zevo and may not be copied, imitated or used, in whole or in part, without the prior written consent of Zevo.
You agree that you will not send unsolicited emails or engage in so-called "spamming" or engage in any kind of marketing that Zevo, in its own discretion, would consider “black hat” marketing for the purposes of publicizing or promoting your relationship with Zevo or the sale of your Scene(s). You agree that you will not use Zevo's Copyrights through the use of search engine advertising and/or marketing. In addition to its other rights and/or remedies under this agreement, Zevo shall be under no obligation to pay you any referral fees or other compensation if you violate these terms or this agreement.
Zevo reserves all rights in and related to Zevo’s Copyrights.
COPYRIGHT INFRINGEMENT CLAIMS
You grant to Zevo the right and authority to take such steps, as Zevo determines (in its own discretion), to protect Zevo’s rights in the Scene(s).
If you believe any Scene has been misused or any copyrights violated, you agree to notify Zevo of such violation. You must receive written consent from Zevo prior to taking any action regarding such misuse or violation.
You agree that Zevo is not obligated to pursue legal action against any party who is alleged to have infringed upon any of your rights in and related to any of the Scene(s).
REPRESENTATIONS AND WARRANTIES
You represent and warrant all of the following:
- you are at least 18 years of age;
- you have the full right, power and authority to enter into this agreement and to fully perform all of your obligations hereunder;
- you are under no legal disability or contractual restriction that prevents you from entering into this agreement.
Zevo represents and warrants all of the following:
- Zevo has the full right, power and authority to enter into this agreement and to fully perform all of its obligations hereunder;
- Zevo is under no legal disability or contractual restriction that prevents it from entering into this agreement.
Neither party makes any warranties with respect to the Use, Customization, license, sale or other transfer of the Scene(s) by the other party or by any third party, and Zevo accepts the Scene "as is.”
You are in no way liable for any damages caused to Zevo’s customers related to the Use and Customization of any Scene(s) that Zevo approved and you uploaded to Zevo.
If Zevo makes or learns of any claim that is inconsistent with any of the warranties or representations made by you, Zevo may send you written notice of such claim (using your Contact Method). Pending the determination of such claim, Zevo may withhold from royalties and/or other compensation due to you hereunder, such sums as are reasonably related to the probable value of the claim, as determined by Zevo. You agree to fully cooperate with Zevo in the defense of any such claims. You may participate in the defense of any such claim through counsel of your selection at your own expense.
Each party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney's fees and disbursements, which arise from any alleged breach of such indemnifying party's representations and warranties made under this agreement, or any obligation under this agreement. The indemnifying party shall have the sole right to defend such claims at its own expense. The other party shall provide, at the indemnifying party's expense, such assistance in investigating and defending such claims as the indemnifying party may reasonably request. This indemnity shall survive the termination of this agreement.
When indemnification is sought due to a legal claim by a third party, the indemnified party shall:
- promptly notify the indemnifying party of the claim. If the indemnified party does not notify the indemnifying party, the indemnifying party must still meet its indemnification obligations under this agreement, unless the failure to notify causes material prejudice to the indemnifying party; and
- give the indemnifying party the opportunity to defend the claim with counsel reasonably acceptable to the indemnified party. Counsel that is acceptable to indemnifying party's errors and omissions insurance carrier shall be deemed to be acceptable to the indemnified party. The indemnified party agrees to cooperate with the indemnifying party in the defense of any claim, at the indemnified party's expense. If for any reason the indemnifying party does not elect to or fails to defend a claim, the indemnified party may do so at the indemnifying party's sole expense.
This agreement shall be binding on any successors of the parties.
You do not have the right to assign your interests in this agreement to any other party, unless the prior written consent of Zevo is obtained.
The relationship of the parties is that of independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between you and Zevo.
This agreement shall be governed by the laws of the State of California. Any legal action or proceeding concerning the validity, interpretation and enforcement of this agreement, matters arising out of or related to this agreement or its making, performance or breach, or related matters shall be brought exclusively in the courts of the State of California in the County of Ventura or of the United States of America, and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues.
If any provision of this agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. This agreement shall be binding upon and shall inure to the benefit of each party and their respective legal representatives, successors in interest and permitted assigns.
You agree that Zevo will not be liable for any damages, including actual, indirect, special, or consequential damages arising from the submission or uploading of any of your Scene(s), the submission of any information or the termination of your account.
Zevo reserves the right to modify this agreement at any time by posting online or with a notification via your Contact Method. All such agreement modifications will be put into effect for any Scene(s) you submit and upload on or after the date that such agreement becomes effective. Any Scene(s) you submitted and uploaded prior to such agreement modifications remain under the agreement that was in effect on the date such Scene(s) were uploaded.
The failure of either party to enforce any provision of this agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this agreement.
If you breach any of the terms of this agreement or any other agreement with Zevo, Zevo shall have the right, in addition to Zevo's other rights at law and/or equity, to terminate your account, without further notice, and to retain any and all royalties due.
You understand and agree that this agreement is entered into solely for the mutual benefit of you and Zevo and that no benefits, rights, duties, or obligations are intended by this agreement for the benefit of any third parties.
Effective as of May 17, 2018