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Terms of Service

Please read these “General Terms” carefully as they will govern the terms of your relationship with FAM and any statement of work (“SOW”) referencing these General Terms between You (as either an individual, on behalf of the business You identified in Your executed SOW, if any, or as a management agency as guarantor of the obligations of the talent You are managing) (“You”) and FAM Networks, LLC (“FAM”). You and FAM are sometimes each referred to in these General Terms as a “Party” and collectively as the “Parties”.

These General Terms, together with all SOWs or other agreements between You and FAM which incorporate these General Terms (collectively, the “Agreement”), form a legally binding contract between You and FAM. Any applicable FAM guidelines, policies, or requirements referenced below are incorporated into these General Terms by their reference including but not limited to the other standards, policies, and guidelines that may be provided by FAM from time to time. Capitalized terms are defined in Section 14 below unless defined in context.

By affirmatively accepting these General Terms, You acknowledge that You have read the Agreement, that You understand it, and that You agree to be bound by its terms. If You are accepting these General Terms on behalf of Your business entity or Talent You represent, You also represent and warrant that You have authority to bind such entity or Property identified in Your Application or applicable SOW. FAM’s obligations under these General Terms are conditioned upon, and subject to, FAM’s receipt of all information and documents necessary to effect payment to You, and You agree to provide FAM such information and documents. The Parties agree as follows:

1. Overview

FAM shall make best efforts to provide You the Services and Promotion (collectively “Management”) and advise You on the Opportunities in a manner consistent with industry standards. Upon the Effective Date of the applicable SOW, or the date that submit Your Property information to FAM’s Application if there is no SOW (as applicable, the “Effective Date”), You grant FAM the License and non-exclusive, worldwide right to Promote Your Property and advise You on Opportunities.

“Opportunities” mean any business transaction related to Your Property (other than from the Management) including but not limited to custom projects, an Ad Sale, and Classes.

During the Term, for each Approved Platform specified in Your executed SOW, if any, You agree to (a) designate FAM as the exclusive manager for Your Property on such Approved Platform, and (b) grant FAM the exclusive, unrestricted, worldwide right to provide You the Services on the Approved Platforms, for the purpose of exceeding Your Income Target, in all languages, media and distribution known or hereafter devised throughout the universe, without restriction.

“Services” means management of Your Property on the Approved Platforms specified in Your executed SOW, if any, including but not limited to, collecting Income from Your Property whether licensed or unlicensed by third parties.

During the Term, You shall produce new Content in the same quality and quantity as You have published each week during (3) months prior to the Term (“Talent Participation”) unless otherwise agreed in an SOW, and You shall ensure that the individuals designated by FAM are added and remain admins and business owners on Your Approved Accounts.

FAM may send You a survey to rate Your experience with FAM, which You shall submit to FAM within (7) days of receipt.

2. Confidentiality, Non-Circumvention, Non-Compete

You will ensure that Your Team (a) use Confidential Information solely for fulfilling its obligations under the Agreement, unless otherwise agreed to by FAM in writing; (b) not disclose, distribute, or otherwise disseminate Confidential Information to anyone other than Your Team’s directors, employees, contractors, agents, and professional advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in the Agreement; (c) protect Confidential Information with at least the same degree of care as it uses to protect its own confidential information of a similar nature, except that Your Team must use at least reasonable care; (d) notify FAM if it discovers that Confidential Information has been lost, used without authorization, or disclosed without authorization; (e) not reproduce Confidential Information except as required in connection with the Agreement, in which case Your Team will retain all confidential or proprietary notices that appear on the original; (f) be responsible for using or disclosing the Confidential Information in a manner not permitted under the Agreement; and (g) upon termination of the Agreement, or when requested by FAM, promptly return or destroy all Confidential Information (collectively “Confidentiality Obligation”).

The obligations relating to Confidential Information do not extend to information that, as shown by clear and convincing evidence: (a) is or becomes publicly available through no fault of You or Your Team; (b) was known to You or Your Team, free of any confidentiality obligations, when it was disclosed to You or Your Team; or (c) is independently developed by You or Your Team without referring to Confidential Information. You and Your Team may disclose Confidential Information to the extent required by law, but must promptly notify FAM in writing of the required disclosure and assist FAM in obtaining a protective order preventing or limiting the disclosure or confidential treatment with respect to the information disclosed.

The Confidentiality Obligation is reasonable and essential to protect FAM and its Contacts. Due to the unique nature of Confidential Information, monetary damages may be inadequate to compensate FAM for any breach of the Confidentiality Obligation. The Parties agree that any threatened or actual breach may cause irreparable harm to FAM and in addition to any other remedies that may be available FAM will be entitled to injunctive relief against the threatened or continued breach of this Agreement without posting a bond. FAM may recover any loss or damage suffered by a third party in connection with these General Terms to the same extent as if the loss or damage had been suffered by FAM itself. You will only use, collect, store, process, transmit, and access Confidential Information for the sole benefit of FAM.

FAM may work with third parties (each a “Contact”) that have a relationship with FAM or are involved in the fulfillment of this Agreement. A Contact does not include any third party with whom You can verifiably demonstrate You have a pre-existing relationship. You may contact, use Content from, or participate in a transaction with any Contacts only if You first obtain written permission from FAM. You shall keep the names and information of such Contacts confidential.

You agree not to circumvent FAM without FAM’s written consent during the Term and five years thereafter, including but not limited to (a) soliciting any Contact to curtail or cancel their affiliation with FAM, and (b) attempting to participate in a transaction with any Contact without the written consent of FAM. Additionally, during the Term and five years thereafter, You agree not to (x) make any disparaging or defamatory statement about any Affiliate, written or oral, or (y) engage in any conduct that could be reasonably construed as disparaging or defamatory to any Affiliate.

During the Term and for three months thereafter, You shall not engage as an employee, contractor, or role, with any third party business or individual for the purpose of providing services substantially similar to the Management.

3. Data Protection

If You receive, process, or otherwise have access to any FAM Data, You will, always comply with your Confidentiality Obligation. If any Services require You to access or process any Personal Data, You and FAM will execute a data protection agreement in a form acceptable to FAM.

4. Property Ownership

Each Party will always retain full ownership of, and sole liability for, its Property. Your Property shall remain Your Property. Property owned by FAM or it’s Contacts shall remain Affiliate Property, as applicable. You may only use Property provided to You by or on behalf of FAM for the sole purpose of facilitating the Agreement during the Term. Any use of Affiliate Property must be previously approved by FAM in an executed written agreement and must comply with FAM’s written direction. Your use of Property approved by FAM is revocable at any time in FAM’s sole discretion.

Within one business day of the Effective Date, You shall invite FAM to Connect with Your Approved Accounts during the Term. The date Your Approved Accounts Connect with FAM is the “Onboard Date”. After the Term, Your Approved Accounts shall be transferred back to You as directed by You. Your Accounts shall always remain Your Property.

Any additional Accounts you have created or create on an Approved Platform shall automatically become an Approved Account. Such new Approved Account shall remain Your Property, and the Parties agree to promote such new Approved Account by (a) liking, sharing, and commenting from Your Accounts, (b) linking such new Approved Account from Your Primary Accounts as directed by FAM, and (c) promoting such new Approved Account by creating an announcement video to be published on Your Primary Accounts, as directed by FAM, which will direct viewers to the new Approved Account. You may change the username, title, or URL of any of Your Accounts, however, changing the username, title, or URL of such Account shall not remove them from this Agreement.

5. Payment

FAM will pay You a percent of the Net Income received by either Party during the Term and attributed to the exploitation of Your Property (“Profit Share”), minus any Approved Expenses approved by You, if any, and FAM shall receive the “FAM Share” equal to Net Income minus Your Profit Share. All payments of Profit Share shall be made within thirty (30) days after the end of each calendar month, except that if the Profit Share is less than $100, then it may be transferred to the next monthly pay period.

­During the Term, You shall receive Profit Share of (50%) from the Services on Your Approved Accounts, (80%) from the non-exclusive management and Opportunities brought to You by FAM, or in connection with which FAM provides services at your request, and (20%) from Royalties as defined herein unless agreed to otherwise in a mutually executed SOW.

You agree to pay all applicable taxes on payments You receive in connection with this Agreement. FAM is entitled to deduct and withhold from the amounts otherwise payable to You any such amounts as FAM is required to deduct and withhold under Applicable Law. To the extent that amounts are withheld by FAM, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to You. You will provide FAM with any documents as reasonably required for FAM to satisfy any reporting or withholding tax obligations with respect to any payments made by FAM to You.

The Parties shall keep complete records related to the Net Income and may appoint an independent accounting firm to make copies and examine such records, once per year. If any audit discloses either Party is underpaid in an amount greater than 5%, the underpaid Party shall be paid the outstanding sums within (5) business days. You are not entitled to any compensation or other sum, other than as specifically set forth herein unless specifically agreed in writing by FAM.

Following the expiration of the Term, FAM shall receive the FAM Share from any Opportunities, and all Net Income from the Promotion of Property. If You directly collect any Income during or any time after the Term, You must pay the total to FAM, provide FAM Notice with a detailed accounting, and redirect future payments directly to FAM, and FAM shall pay You the Profit Share, if any. FAM is entitled to an ownership interest equal to the FAM Share in any business entity or Property created from Opportunities, or any contract with a Contact after the Term (“FAM Fee”), to be construed broadly.

6. Representations and Warranties

You represent and warrant that (a) You are at least 18 years old and have the full right and power to execute this Agreement without the consent of any third party, and (b) that Your Property and Your Team shall honor the Good Standing Obligation, not take any Invalid Action, and immediately provide FAM Notice if You receive a Claim.

You hereby represent and warrant that You are the legal owner of all Your Property and that You, Your Team, and Your Property (a) complies with all applicable international, federal, state and local regulations, as well as the terms of service set by the Platforms, (b) does not infringe upon or violate any common law rights or other rights of any third party, including, Intellectual Property right, or right of privacy or publicity of any third party, and does not constitute a libel, defamation or slander of FAM or the Contacts, (c) has all necessary legal rights and binding agreements for third parties contributing any rights, materials or services in connection with Your Property, (d) will obtain FAM’s written approval prior to posting Content other than Talent branded Content, (e) will not transmit Malicious Code into any FAM System, and (f) will not share any Confidential Information with any third party without FAM’s prior written consent.

You represent and warrant You have not granted and shall not grant anyone any right or license that conflicts with those granted to FAM, and You irrevocably appoint FAM as Your attorney‑in‑fact, to act on Your behalf for the limited purpose of taking FAM Actions. Unless otherwise agreed by FAM in writing, You agree that You will not use, nor will You authorize or permit any third party to use Your Property on the Approved Platforms during the Term as described herein.

You represent and warrant that You shall complete the Talent Participation during the Term. If You are unable to complete the Talent Participation, FAM may, in its sole discretion, allow a grace period of (14) days. Any notice of (a) “Limited Originality” by a Platform (i) is due to a lack of Talent branded Content published to an Account, and (ii) shall not be considered a breach by either Party unless it’s due to a lack of Talent Participation, and (b) an invalid Claim against Affiliate Content shall not be deemed a breach by FAM under this Agreement. FAM shall not be responsible to meet the Income Target during any period an Approved Account is demonetized, or a breach of this Agreement is left uncured by You.

You represent and warrant that for any third party on Your Team, You will (a) require the person or entity to agree in writing to obligations found in this Agreement, (b) be responsible for their acts in connection with the Agreement, including requiring that they have the proper skill to perform in a competent manner according to industry professional standards, and (c) obtain the prior written approval of FAM before any new third party is given access to Your Approved Accounts.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED.

7. Anti-Corruption and Trade Control

Each Party represents, warrants, and covenants that: (a) it will comply, and will require anyone acting on its behalf to comply, with all applicable anti-corruption laws, rules, and regulations; (b) it will not give, offer, agree to give, or authorize the direct or indirect giving of, anything of value to improperly influence action or inaction; (c) its performance under the Agreement will comply with all applicable economic sanctions, export controls, and anti-boycott laws; (d) neither it nor any parent, subsidiary, or affiliate involved is listed on any Restricted Party List; (e) it is not owned or controlled by anyone on a Restricted Party List; and (f) in the performance of any Agreement, it will not do business with or provide goods or services, directly or indirectly, to anyone on the Restricted Party Lists or to any country with which trade is prohibited by any applicable sanctions. Notwithstanding any other provision of the Agreement, FAM may immediately terminate the Agreement without providing any cure period if You breach this provision.

8. Indemnification

Each Party agrees to indemnify, defend, and hold harmless the other Party and its directors, officers, employees, and agents from and against all Liabilities arising from any Claims due to, arising out of, or relating in any way to (a) its actual or alleged breach that leads to a Claim against the other Party; (b) its gross negligence or willful misconduct; (c) its violation, infringement, or misappropriation of an Intellectual Property right or other right, or (d) its violation of a Data Protection obligation (the “Indemnification Obligation”). Your Indemnification Obligation to FAM and its Contacts shall extend to include any breach or acts and omissions by Your Team, to be construed broadly.

Each Party agrees to promptly notify the other in writing of any Claims, provided that any failure to do so will not relieve the other Party from any liability or obligation, except to the extent of any material prejudice resulting from such failure. Each Party agrees to reasonably cooperate with the other in connection with its obligations under this Section 8. Neither Party will settle any Claim without the prior written consent of the other, which consent will not be unreasonably withheld.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FAM AND ITS CONTACTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR MULTIPLE DAMAGES, OR ANY LOSS OF PROFITS, INCOME, OR BUSINESS, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, UNDER THIS AGREEMENT, EVEN IF FAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADDITIONALLY, THE LIABILITY OF FAM AND ITS CONTACTS ARISING OUT OF A BREACH OF THIS AGREEMENT OR ANY DAMAGES RELATED TO THIS AGREEMENT, WHETHER IN TORT, CONTRACT, OR OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE FAM SHARE DURING THE 6 MONTHS PRECEDING THE FILING OF THE CLAIM (“LIMITATION OF LIABILITY”).

Except for the express warranties made herein, the Parties disclaim all warranties, express or implied, including any implied warranty of fitness or merchantability for any purpose, and that except for the indemnifications herein, neither Party will be liable for indirect, consequential, special, punitive, or exemplary damages or penalties related to the Agreement.

10. Term and Termination

Unless otherwise specified in an applicable SOW, the Agreement shall last for (1) year from the Effective Date (“Initial Term”) and shall automatically renew for successive (1) year periods (each a “Renewal Term”) thereafter unless either Party provides Notice to terminate at least (30) days prior to the next Renewal Term.

Either Party may terminate the Agreement immediately (i) if the other Party fails to cure their breach of the Agreement within 30 days after Notice from the other Party; or (ii) upon Notice to the other Party following (a) the institution against the other Party of insolvency, receivership, or bankruptcy proceedings or any other proceedings for the settlement of the other Party’s debts; (b) the other Party making an assignment for the benefit of creditors; or (c) the other Party’s dissolution.

During the Term and for one year thereafter, if You plan to sell Your Property or engage third party services similar to those herein, You must first give FAM Notice and FAM shall have first right to match such offer within (30) days of Your Notice. After the Term, You will return or destroy all Confidential Information, deliver to FAM any FAM Property relating to the Agreement as of the termination date, and refund any fees paid more than the Profit Share accrued during the Term.

11. Insurance

Without limiting Your liability or indemnification obligations, You will, at Your own expense, procure and maintain from a reputable insurer throughout the Term, the following insurance coverage: workers’ compensation and employers liability coverage as required by law, public liability or commercial general liability coverage and errors and omissions insurance covering Your acts and omissions, including representations, warranties and indemnity obligations contained in the Agreement in form and amount appropriate to Your business. You will provide proof of insurance upon FAM’s request. In no event will the insurance coverage, deductible, self-insured retention, or limits of any insurance maintained by You under this Agreement, or the lack or unavailability of any other insurance, limit or diminish in any way Your obligations or liability to FAM under the Agreement. Additionally, if You will distribute, sell, serve, or furnish alcohol at any event You are organizing as instructed on a fully executed SOW, You will obtain Public Liability or Commercial General Liability insurance with limits of not less than $1,000,000 (USD) per occurrence and in the aggregate.

12. Governing Law and Disputes

In the event of a dispute, a Party shall send Notice to the other Party. If the dispute is not settled within 14 days, either Party may demand mediation in writing (“Mediation Demand”). Within 7 days of delivery of the Mediation Demand, the Parties shall submit the dispute to any mutually agreed mediation service by providing the mediation service a joint, written request for mediation setting forth the subject of the dispute and the relief requested. The Parties shall cooperate with one another in selecting a mediation service and shall cooperate with the mediation service in selecting a neutral mediator and scheduling the mediation proceedings. The Parties agree that the mediator’s fees, expenses, and the costs incidental to the mediation will be shared equally by the Parties. The Parties further agree that all offers, promises, conduct, and statements, whether oral or written, made in the course of the mediation by any Party, their agents, employees, experts, attorneys, and mediator or any employees of the mediation service, are confidential, privileged, and inadmissible for any purpose, including impeachment, in any litigation or other proceeding involving the Parties, provided that evidence that is admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Forty-five days after service of the Mediation Demand, if the Parties cannot, after good faith efforts, resolve any dispute for any reason, including but not limited to the failure of either Party to agree to enter into mediation or agree to any settlement proposed by the mediator, then either Party may file suit in accordance with the Agreement.

The Agreement and any action related to it, including tort claims, shall be brought by a Party in such Party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and will be governed by the laws of the State of New York, without giving effect to any conflicts-of-laws principles. Any disputes related to or arising from the Agreement must be brought exclusively in the United States District Court for the Southern District of New York. If that court lacks original jurisdiction, then the exclusive forum will be the New York Supreme Court, New York County. The Parties consent to (a) personal jurisdiction in both courts, and (b) to the dismissal of any Claims asserted in any other venue and to transfer such claims to the proper venue.

Neither Party will be liable to the other Party for inadequate performance caused by a condition beyond the Party’s reasonable control (for example, becoming seriously ill or involved in an accident). All rights and remedies available to the Parties under this Agreement and the general law shall be cumulative, and no exercise of any such right or remedy shall restrict or prejudice the exercise of any other right or remedy granted hereunder or otherwise available to it.

THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY CLAIM UNDER THIS AGREEMENT.

13. Notices 

Communication under this Agreement shall be in writing by email or similar digital message (each a “Notice”) and shall be deemed given on the date of its transmission (“Notice Date”) provided that such Notice has been successfully transmitted.

14. Miscellaneous

14.1 FAM is not an employment agency and You understand the Agreement does not establish any partnership, joint venture, or employment. You are an independent contractor and will not have any power or authority to bind FAM to any obligation.
14.2 In any action arising out of this Agreement, the prevailing Party will be entitled to recover reasonable legal fees and costs.
14.3 FAM will not be required to act, or abstain from action, if such action or abstention would violate Applicable Law, including the anti-boycott laws administered by the United States Department of Commerce and Treasury.
14.4 Section headings are for convenience only and do not affect how the Agreement is construed. Unless referred to as “business days”, all references to “days” mean calendar days. “Includes” and “including” mean “including without limitation”.
14.5 FAM may revise the General Terms at any time to include minor or procedural updates that better reflect the principles of fairness and the Parties’ original intent under the Agreement, and You agree to be bound by these updates. Any other amendment, modification, waiver, or change to the General Terms or an SOW requires a written agreement signed by an authorized representative of each Party.
14.6 If there is a conflict or inconsistency between these General Terms or any SOW, the order of priority will be: the SOW or other agreement incorporating these General Terms, and then these General Terms.
14.7 FAM may assign the Agreement, including all rights and obligations under the Agreement, to any of its Contacts. You may not assign any SOW or agreement referencing these General Terms without FAM’s prior written approval.
14.8 The Parties agree these General Terms, any related documents, and Notices only be drawn up in the English language.
14.9 The failure by either Party to enforce any term of the Agreement, at any time or for any period of time, shall not be a waiver of the right to enforce any such term at any subsequent time. FAM reserves all rights not expressly granted to You.
14.10 If any provision of these General Terms or any SOW or agreement referencing the General Terms is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, the Parties shall amend such provision to achieve the intention of the Parties without illegality, and such invalid provision will be deemed severable from the original, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these General Terms or any SOW or agreement referencing the General Terms (which will remain in full force and effect).
14.11 The Parties acknowledge damages will be difficult if not impossible to calculate in monetary terms, will be irreparable to FAM, and this shall not limit any remedies against You for any breach by You. You will not oppose a request for injunctive relief, affirmative temporary restraining order, preliminary injunction, or permanent order to stop any further breach, in addition to any prayer of monetary relief for damages suffered by FAM. In the event of any breach by You, You will be liable to pay FAM a Cure Payment for each uncured breach as liquidated damages, and FAM may keep any Income to satisfy any Cure Payment such that, during any month where You are in breach, FAM will earn a minimum of the monthly Income Target.
14.12 The Parties agree that (i) the amount of loss or damages likely to be incurred is incapable or is difficult to precisely estimate in case of a breach by You, (ii) the amounts specified in such subsections bear a reasonable relationship to, and are not plainly or grossly disproportionate to, the probable loss likely to be incurred in connection with any breach by You, (iii) one of the reasons for You and FAM reaching an agreement as to such amounts was the uncertainty and cost of litigation regarding the question of actual damages, and (iv) You and FAM are sophisticated business parties and have been represented by sophisticated and able legal counsel and negotiated this Agreement at arm’s length.
14.13 Any provisions of these General Terms that contemplate a continuing obligation will survive termination of these General Terms and remain in full effect including, but not limited to, the obligations concerning the Good Standing Obligation, Confidentiality Obligation, License, Indemnification Obligation, Limitation of Liability, Disputes, and payment.
14.14 This Agreement represents the entire agreement between the Parties and supersedes all previous agreements, either oral or written. You have reviewed and had the opportunity for legal counsel to review this Agreement. The rule of construction that ambiguities are to be resolved against the drafting Party shall not be used in the interpretation of this Agreement.

Definitions

The following definitions apply to these General Terms and are fully incorporated into the Agreement:

“Account” means any page, channel, profile, show, financial entity, business manager, or other account on a Platform.  Each Account shall be owned by the Party who created such Account unless mutually agreed to otherwise in writing.

“Ad Sale” means selling advertising space on Your Property, which includes selling ad space on Your Content where in each case, FAM shall share the relevant terms and only complete such Ad Sale with mutual written consent.

“Affiliate” shall mean FAM or its Contacts. “Affiliate Content” means Content owned by an Affiliate. “Affiliate Property” means any Property owned by Affiliates whether existing prior to the Effective Date or hereinafter created by an Affiliate.

“Applicable Law” means all applicable federal, state, and local laws, statutes, ordinances, rules, and regulations of any jurisdiction throughout the world.

“Application” means the form You submit to FAM with Your Property information.

“Approved Account” means any of Your Accounts on the Approved Platforms identified in an applicable SOW, if any.

“Approved Content” means Content deemed approved by You for use hereunder including all Your Content and the Affiliate Content, where You may only unpublish or delete any such existing and future Content if FAM gives You Notice to do so, or if the Parties mutually agree to replace such Content in writing.

“Approved Expenses” means any Fixed Fee or other expense approved by the Parties in an applicable SOW, if any.

“Business” means any commerce conducted related to Property.

“Business Action” means any business action FAM deems necessary to advertise, publicize, merchandise, distribute, sell, market, and monetize any part or all Your Property or Affiliate Property, including, collecting Income from the Property.

“Brand” means the image, including any name, likeness, voice, mark, logo, or Intellectual Property, registered or unregistered, and any other characteristics related to a Property, Party, or any individual related to such Property.

“Content” means video, photo, audio, text, link, art, augmented reality filters or lenses, Classes and any other media or information published on an Account. Content produced solely by You is “Your Content”, where Content FAM makes contributions to is considered Affiliate Content.

“Connect” means the process of adding the individuals and Accounts specified by FAM as admins and owners on Your Approved Accounts as directed by FAM, where FAM may Connect any Account and shall be the only Party with full access to manage adding or removing users from Your Approved Accounts during the Term.

“Cure Payment” is payable during the CP Term and is calculated by multiplying the total number of months in the CP Term by the greater of: (a) the monthly Income Target, or (b) the sum of: (i) the Approved Expenses in a month, (ii) the FAM Net from the highest 30-day Income period during the Term (“30 Day High”), and (iii) the “30D Adjustment” which is equal to 10% of the 30 Day High multiplied by the total number of months in the CP Term. For example, if the CP Term is 5 months, then the 30D Adjustment shall be 50% of the 30 Day High.

“CP Term” refers to the period during which any breach of this Agreement by You remains uncured, with a minimum duration of one month per breach. The Term shall be extended by the CP Term, and may not be terminated until all breaches are remedied or the Cure Payment is paid in full.

“Claim” means any pending or threatened third-party action, copyright strike, claim, complaint, demand, suit, proceeding, formal or informal administrative, or regulatory proceeding or inquiry, and any other third-Party action.

“Classes” mean any educational, training, workshops, and other types of instructional classes or courses.

“Confidential Information” means any confidential and proprietary information that FAM or its Contacts disclose to Your Team before or during the Term including but not limited to (a) the terms of any agreement with FAM, (b) FAM Data and ideas, concepts, items, materials, or other work product arising out of the Agreement regardless of the state of completion provided by FAM, or (c) any other information relating to, disclosed, accessed, received, stored, or collected (in each case, by or on behalf of, FAM or its Contacts) that is, or should be reasonably understood to be, confidential to FAM.

“Editorial Action” means any action related to using, publicly displaying, reproducing, repurposing, publishing, and promoting Your Property including but not limited to, sharing, liking, streaming, commenting on, direct messaging, and editing or simulating any part or all of Your Property based on Your Brand in any manner, including but not limited to the title, duration, sequencing, audio, visual, voice, diction, text, or graphics, without restriction; as well as, archive, copy, cache, encode, store, transmit, synchronize, and create Accounts using Your Property for purposes of effectuating this Agreement.

“Effective Date” means the date that the Parties mutually execute an applicable SOW; except in the instance where no applicable SOW is required, then the Effective Shall be the date that You submit Your Property information to FAM’s Application, if any.

“FAM Action” means any Business Action, Editorial Action, or other action that FAM deems necessary to (a) enforce this Agreement or prevent any potential Invalid Action, (b) execute and file any document, or take any other lawfully permitted action to secure the rights described herein and further the enforcement of the rights granted under this Agreement with the same force and effect as if executed and delivered by You, and (c) assign this Agreement to a third party in its sole discretion.

“FAM Data” or “Results” mean any results and data owned by FAM, including but not limited to analytics, algorithms, metrics, methods, technical information, and any other associated information related to the Research conducted by FAM or the Property that (a) is disclosed to You by FAM or a third party acting on FAM’s behalf, or to which You have access, (b) is processed, prepared, accessed, used, aggregated, or generated, or any combination thereof, in connection with the Property, or (c) includes any other data or information, now or hereafter known, provided by or on behalf of an Affiliate.

“FAM Net” refers to the total of the FAM Share and the CMS Fee, if applicable.

“FAM Personal Data” means any Personal Data controlled by FAM or a Contact processed by You under this Agreement.

“FAM Platform” means any website, mobile application, or other media platform owned or operated by FAM.

“FAM Property” means any methodologies, know-how, Confidential Information, materials, and other information, or Property that is owned, licensed, supplied, or independently developed by FAM, and all other materials provided by or on behalf of FAM, including Affiliate Property, FAM Systems, FAM Data, and all derivative works of each of the foregoing.

“FAM System” means any FAM system with features that may change without notice or be deactivated in FAM’s sole discretion including but not limited to any file computing system, database, server, application, networked environment, FAM Platform, FAM Technology, or development, quality assurance, staging, and production environments; and any licensed third-party system that FAM grants You access to for the sole purpose of this Agreement.

“FAM Technology” means all software, code, or other technology for playing, displaying, or otherwise developing the FAM Systems that distribute the Property and shall be the sole proprietary property of FAM and its Contacts, who (a) shall at all times retain all right, title, and interest, including any and all copyrights and other intellectual property rights of any kind, worldwide, in perpetuity, in and to the FAM Technology and FAM Platforms, regardless of the form or media in or on which the original and other copies may exist, and (b) expressly reserve all rights with respect to the FAM Technology.

“Good Standing Obligation” means that Your Team and Property (a) comply with the Platforms’ terms, (b) do not infringe on any third-party rights, (c) have all necessary rights for third party contributions, and (d) is not subject of any Claim.

“Income” means any income derived from Property on the Approved Accounts or Platforms under this Agreement including, without limitation, (a) advertising placed on Content, including but not limited to, video-on-demand and live stream video, and (b) revenue not related to advertising on Content, including but not limited to (i) affiliate payments, (ii) pay-per-click payments, (ii) monthly subscription payments, and (iv) one-time payments made by third parties, and (c) any other Income sources without limitation.

“Income Target” means the Income goal under the Agreement that is equal to the average Income natively generated from Your Accounts on the Platforms over the previous (1) year period, unless otherwise mutually agreed in an applicable SOW.

“Intellectual Property” means all intellectual property rights, wherever in the world enforceable, including all reversions, renewals, and all applications for registration, and whether registered or unregistered, including: any patent, copyright, trademark, service mark, literary or dramatic right, design right, performer right, goodwill, trade secret, and any other legal, proprietary, industrial, right and interest recognized, protected, or protectable under Applicable Law.

“Invalid Action” means any action that may frustrate the objective of maximizing Income, including Your Team (i) removing Approved Content or publishing Content that violates the Agreement during or after the Term, (ii) attempting to circumvent the Agreement or FAM’s rights herein, (iii) causing an improper Claim against FAM’s use of Your Property, or attempting to block FAM’s collection of Income, (iv) violating the Good Standing Obligation or Confidentiality Obligation, (v) adding or removing any users from any Approved Accounts, (vi) breaching any obligation, representation or warranty in the Agreement, (vii) misrepresenting any information to a third party, (vii) any action that may cause loss of competitive advantage, increased costs, and other harm not yet ascertainable to FAM, or (viii) threatening to take any such Invalid Action. Any Invalid Action shall each be deemed a breach of this Agreement by You.

“Liabilities” means actions, damages, losses, costs, expenses, and other liabilities (including reasonable attorneys’ fees).

“License” means Your grant to FAM and its successors, in all languages, formats, and media known or hereafter devised throughout the universe, without restriction, of (a) the non-exclusive, irrevocable, royalty-free, sublicensable, perpetual, worldwide fully-paid right and license to utilize, publicly perform, and Promote Your Property, and advise You on potential Opportunities, (b) the exclusive, irrevocable, royalty-free, worldwide fully-paid right and license to use Your Property in connection with the Services during the Term for each Approved Platform specified in Your mutually executed SOW, if any.

“Malicious Code” means any “back door,” “time bomb,” “Trojan Horse,” “worm,” “drop dead device,” “virus,” “spyware,” or “malware;” or any computer code or software routine, which permits unauthorized access to, disables, damages, erases, disrupts, or impairs the normal operation of, or use of any FAM System, or any component thereof.

“Net Income” means the gross Income generated under this Agreement minus (a) platform fees, (b) third party licensing fees, and (c) administrative fees incurred by FAM, not to exceed 2% of the Income.

“Personal Data” means any information relating to an identifiable natural person who can be identified, directly or indirectly, by reference to an identifier such as a name, identification number, location, online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.

“Platform” means any surface the Property may be displayed including but not limited to Facebook, Instagram, Snapchat, YouTube, TikTok, and any website, tv, app, blockchain, or other Platform.

“Promote” or “Promotion” means any action on the Platforms intended to grow Your audience, attract Opportunities, or prevent loss of income from Your Property, including but not limited to any FAM Action.

“Property” includes any Brand, Account, Content, FAM Data, or Intellectual Property on the Platforms.

“Research” means non-Income generating activities conducted systematically using Your Accounts as a testing ground by FAM to test various methods for achieving the highest performing FAM Data that rely on the principles of computer science to improve reliability and quality of the Services, and reduce uncertainties related to the FAM Data, where FAM shall bear the financial risk and be responsible to pay any associated fees, whether the Research succeeds or not, including any fixed fees for such use in an amount to be determined by FAM in its sole discretion (“Fixed Fee”).

“Restricted Party Lists” means the lists maintained by any relevant government authority, including the United States Specially Designated Nationals List and Foreign Sanctions Evaders List related to restricted parties.

“Royalties” means Income generated from (a) Promotion of Your Property on Affiliate Accounts, or (b) Promotion of Affiliate Property on Your Accounts.

“SOW” means a document mutually executed by the Parties, and governed by these General Terms, that sets the terms of the Agreement, and which shall constitute the binding obligations upon the Parties. For the sake of clarity, an SOW may not always be required or executed by the Parties and in such instance, these General Terms are still applicable as of the date that You submit Your Property information to FAM’s Application.

“Term” or “CMS Term” means the duration of the Agreement including the Initial Term, plus any Renewal Terms thereafter.

“Testimonial” means a video of You discussing Your success with FAM if the Income Target is exceeded, which shall be submitted for (a) review, feedback, and approval by FAM before publishing, and (b) promotion through the Accounts.

“Your Property” means any Property owned by You whether existing prior to the Effective Date or hereinafter created by You.

“Your Team” means You and any third party working on Your behalf including but not limited to contractors, subcontractors, third party service providers, partners, and agents.

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