Creator License Agreement

Дата обновления: 2026-06-20

This Agreement is a legally binding agreement between you, an individual acting on your own behalf or through a legal or authorized representative (the “Creator”), and Neo Sounds Limited, a limited liability company organized under the laws of Hong Kong (the “Licensor”, “we”, “us”, or “our”). In this Agreement, “you” and “your” refer to the Creator.

If you are an individual of legal age to form a binding contract under applicable law, you may enter into this Agreement on your own behalf or through an authorized representative. If you are under such legal age, this Agreement must be entered into by your parent or legal guardian on your behalf, who agrees to be bound by this Agreement and to be fully responsible for your compliance with its terms, including any acts or omissions. For purposes of this Agreement, references to “you”, “your”, or “Creator” include any authorized representative acting on your behalf and, where this Agreement is entered into on behalf of an individual who is under the legal age to form a binding contract, such individual’s parent or legal guardian.

By signing up for, purchasing, renewing, or otherwise using a Subscription Plan (as defined below), or by otherwise signifying your acceptance of this Agreement, you agree to be bound by this Agreement.

1. Definitions

1.1. Recording: a sound recording (including underlying musical works, lyrics, and any other elements embodied therein) owned or controlled by the Licensor and made available for license, whether directly or through authorized channels.

1.2. Creator Content: any audio or audiovisual content created by the Creator into which a Recording is synchronized, whether as a standalone work or as part of a series, collection, or other group of related content, provided that the Recording is used only as part of such content and not on a standalone basis.

1.3. Platform: any social media platform or other online content-sharing service through which Creator Content is published or otherwise made available to the public, including, without limitation, YouTube, TikTok, Instagram, Facebook, and other comparable user-generated content platforms or social media services, but expressly excluding television, radio, video-on-demand (VOD), and other similar or equivalent services, in each case where such services are professionally produced, curated, or distributed as premium or commercial content platforms (such as Netflix, Hulu, Amazon Prime Video, or similar services), as well as theatrical distribution and other forms of professionally produced or commercially distributed media.

1.4. Channel: any account, profile, page, feed, or other similar uniquely identifiable presence on a Platform through which Creator Content is published, distributed, or otherwise made available to the public, or intended to be used for such purposes.

1.5. Subscription Plan: a paid, time-limited subscription plan offered by Licensor under the name “Creator”, which grants access to Recordings under the terms of this Agreement. The features, pricing, billing terms, Subscription Periods, and any credits or entitlements associated with a Subscription Plan are determined by the Licensor and may be described in separate terms or materials. For the avoidance of doubt, such terms shall apply only to the extent they do not modify or limit the rights granted under this Agreement.

1.6. Subscription Period: the period during which a Subscription Plan is active, beginning on the date of activation, renewal, or commencement of a trial period, and continuing for the term specified at the time of purchase or enrollment (e.g., monthly or annual), unless earlier terminated or suspended in accordance with this Agreement.

1.7. Active Subscription: a Subscription Plan that is valid, paid (if applicable), in effect, and not terminated or suspended. For the avoidance of doubt:

(a) a Subscription Plan that has been cancelled by the Creator but remains within its current Subscription Period shall continue to be considered an Active Subscription; and

(b) If a Subscription Plan includes usage-based credits (“Credits”), such Credits may be accumulated and carried over between consecutive Subscription Periods, provided that the Creator maintains an uninterrupted Active Subscription and subject to any limitations or conditions applicable to the relevant Subscription Plan. Credits shall not, in and of themselves, constitute an Active Subscription.

1.8. License Certificate: a digital document, record, or online record issued or made available by the Licensor in connection with a download of a Recording, confirming that the Creator obtained the Recording under an Active Subscription. The License Certificate may include a record or summary of Subscription Periods during which the Creator maintained an Active Subscription, as reflected in the Licensor’s records. Any use of a Recording is subject to and governed by this Agreement, regardless of the content or format of any License Certificate.

1.9. Territory: worldwide, unless otherwise expressly specified in this Agreement.

2. License Grant

2.1. Subject to the Creator’s compliance with this Agreement, the Licensor hereby grants the Creator a limited, non-exclusive, worldwide, non-transferable, and non-sublicensable license to:

(a) Synchronization: reproduce, copy, and synchronize Recordings into Creator Content and make such technical edits as reasonably necessary for such synchronization, provided that such synchronization occurs during an Active Subscription.

(b) Distribution and Performance: reproduce, distribute, and otherwise make available or communicate Creator Content incorporating Recordings on the Platforms, including on Channels owned or controlled by the Creator and on third-party Channels on the Platforms, provided that such Creator Content is first published on a Platform during an Active Subscription, and further provided that Recordings are used only as part of such Creator Content and are not used, extracted, or made available on a standalone basis, including as isolated audio or in any manner that allows separate access to the Recording, and subject to the limitations set forth in subsection (d).

(c) Embedding and Linking: For clarity, the embedding, linking, or sharing of Creator Content from the Platform on which it was originally made available (e.g., via embedded players or links) on third-party websites or services shall be permitted and shall not constitute use outside the Platform for purposes of this Agreement, provided that the underlying content remains hosted on and accessible through the original Platform at all times.

(d) Monetization: publish Creator Content on the Platforms and monetize such Creator Content, including through any arrangement under which the Creator receives, or may reasonably be expected to receive, direct or indirect economic value in connection with Creator Content, such as advertising, sponsorships, platform-based revenue programs, brand integrations, affiliate or referral income, or similar arrangements, provided that such monetization occurs only on one (1) Channel per Platform at any given time, owned or controlled by the Creator and designated by the Creator for monetization on that Platform (the “Designated Channel”).

The Creator may designate and update the Designated Channel from time to time for each Platform, subject to reasonable and non-discriminatory limitations imposed by the Licensor. Upon designation of a new Designated Channel for monetization on a given Platform, the Creator shall use reasonable efforts to disable monetization or remove the Creator Content on any previously Designated Channel on that Platform where reasonably possible.

For clarity, Creator Content may be published on any number of Channels on the Platforms, including third-party Channels; however, monetization may occur only on the Designated Channel per Platform, which must be owned or controlled by the Creator.

Creator Content on any third-party or other non-designated Channels must not be monetized, whether directly or indirectly. The Creator shall not knowingly permit or authorize any third party to monetize Creator Content incorporating Recordings on any third-party Channel and shall use reasonable efforts to prevent or disable such monetization where reasonably possible. The Creator shall not be deemed in breach of this Section where such monetization occurs without the Creator’s knowledge or outside the Creator’s control, provided that the Creator takes reasonable steps to disable such monetization promptly upon becoming aware of it.

For the avoidance of doubt, such use on non-designated Channels may include the promotion of the Creator or the Creator’s own services, brand, or activities, provided that such use otherwise complies with this Agreement.

For clarity, the promotion of the Creator’s own services, brand, or activities, including through Creator Content on third-party Channels, shall not be deemed monetization for purposes of this Section, provided that no direct or indirect monetary compensation is received in connection with such use.

(e) Website Use: display and make available Creator Content incorporating Recordings on websites or online pages owned and controlled by the Creator (including where such content is accessed or viewed through third-party applications or in-app browsers) for purposes of showcasing, promoting, or otherwise presenting the Creator’s own work, brand, or activities, provided that such use does not involve (i) creating content for or on behalf of third parties, (ii) enabling access to such content as a standalone product or as part of a primary commercial offering, or (iii) making such content available behind a paywall, subscription, or other access restriction.

Such use must not involve distribution, syndication, or replication of such Creator Content in a manner that constitutes a content library or commercial content distribution system, and must not enable any third party to access, use, or exploit the Recording or Creator Content incorporating Recordings as a separate asset. For the avoidance of doubt, the presence of general advertising or promotional elements on such websites shall not, in and of itself, be considered a commercial offering of the Creator Content.

(f) Portfolio Use: The Creator may display and make available Creator Content incorporating Recordings for the Creator’s own self-promotional purposes as part of a portfolio, showreel, or similar presentation of the Creator’s work, including on third-party portfolio or freelance platforms (such as Upwork, Fiverr, Behance, or similar services), provided that:

(i) such use is solely for the purpose of showcasing the Creator’s past work and skills and does not involve the provision of services to any third party that include the use of Recordings;

(ii) the Creator Content remains primarily hosted on a Platform where it was originally published, and any display on such third-party platforms is made via embedding, linking, or equivalent functionality where reasonably available;

(iii) where direct uploading of Creator Content to such third-party platforms is technically required, such use shall be permitted solely for self-promotional portfolio purposes and shall not constitute a separate distribution of the Recording as a standalone asset;

(iv) such use does not enable any third party to extract, reuse, license, or otherwise exploit the Recording or the Creator Content incorporating the Recording as a separate asset;

(v) such use is not behind a paywall and does not itself constitute monetization of the Creator Content, except that the Creator may derive indirect professional benefit from showcasing such portfolio (including obtaining clients, employment, or business opportunities), which shall not be considered monetization for purposes of this Agreement; and

(vi) such use otherwise complies with all applicable restrictions set forth in this Agreement, including, without limitation, Sections 4.1 (No Standalone Use) and 4.5 (No Client or Third-Party Work).

2.2. The rights granted under this Section apply only during an Active Subscription, except as expressly provided in Section 3 of this Agreement. Where applicable, the use of Recordings may be subject to usage-based limits, Credits, or other entitlements associated with the applicable Subscription Plan, and only to the extent that such limits, Credits, or entitlements are available and valid.

A Subscription Plan may provide access to Recordings on a usage-based basis (including through Credits) or on an unlimited basis, as specified in the applicable Subscription Plan.

2.3. If a Subscription Plan includes Credits and is cancelled, expires, or is not renewed for any reason, unused Credits shall automatically expire at the end of the then-current Subscription Period.

All Credits shall expire upon termination of this Agreement by the Licensor for any reason, effective as of the date such termination takes effect. Where termination takes effect at the end of the then-current Subscription Period, Credits shall remain available until such date.

For the avoidance of doubt, the availability, use, or accumulation of Credits does not grant any right to publish Creator Content incorporating Recordings unless the Creator maintains an Active Subscription at the time such content is first published.

Expired Credits shall not be reinstated. Credits are non-transferable, non-refundable, and have no monetary value.

2.4. This Agreement permits use of the Subscription Plan by a single Creator only. The Creator may not share access to or permit any third party to access or use the Subscription Plan, except for an authorized representative acting on behalf of the Creator and, where applicable, the Creator’s parent or legal guardian. If additional third parties require access, a separate Subscription Plan must be obtained for each such third party.

3. Post-Subscription Rights

3.1. Published Content. Creator Content that was first published on the Platforms during an Active Subscription in compliance with this Agreement may continue to be made available on such Platforms as originally published in perpetuity, even after the Active Subscription has ended, and may continue to be monetized in accordance with Section 2.1(d).

The Creator may make minor technical or editorial modifications to such content, including updating titles, descriptions, thumbnails, adding or updating subtitles, color correction, trimming, improving video quality, and creating shortened or reformatted versions (for example, turning a long-form video into Shorts, Reels, or TikTok clips), provided that the core audiovisual work and the use of the Recording remain substantially the same and do not constitute a new synchronization or a new or independently exploitable musical work.

The Creator may publish and monetize such modified or reformatted versions on the Platforms, including as separate uploads, even after the end of an Active Subscription, provided that such versions are derived solely from the originally published Creator Content and do not constitute materially new or distinct Creator Content or a replacement of the original content.

For clarity, the Creator may not replace the Recording with a different track, create a substantially new edit that materially changes the timing, structure, or primary role of the Recording, extract the Recording for standalone use, or otherwise use the Recording in any entirely new Creator Content after the Active Subscription has ended.

For the avoidance of doubt, the re-uploading, reposting, or redistribution of previously published Creator Content as new or separate content shall not be permitted after the end of an Active Subscription, except to the extent expressly allowed as a permitted modification or reformatted version under this Section.

3.2. New and Unpublished Content. At any time when the Creator does not maintain an Active Subscription, the Creator’s right to (i) synchronize Recordings into new Creator Content, or (ii) publish any Creator Content incorporating Recordings that was not first published during an Active Subscription, shall immediately cease.

For the avoidance of doubt, this restriction shall not apply to any permitted modifications or reformatted versions of Creator Content as expressly allowed under Section 3.1, provided that such uses comply with the limitations set forth therein.

Unused Credits do not grant any right to create or publish new Creator Content incorporating Recordings without an Active Subscription.

4. License Restrictions

4.1. No Standalone Use. The Creator may not use, distribute, perform, or otherwise make available any Recording on a standalone basis, or in any manner where the Recording constitutes the primary value of the content. This includes, without limitation, use of Recordings in audio-only formats, music tracks, or videos consisting solely of static or minimally animated visuals paired with the Recording. This restriction applies regardless of the platform or method of distribution, including but not limited to use on DSPs.

For clarity, this restriction shall not apply to bona fide podcasts or audiobooks (including audio-only formats), provided that the Recording is used solely as background or incidental audio within primarily spoken or narrative content and does not constitute the primary value or focus of the content.

4.2. No Registration with Content Identification Systems. The Creator shall not register, upload, or otherwise submit any Recording or any Creator Content incorporating a Recording to any digital fingerprinting, content identification, or rights management system (including, without limitation, YouTube Content ID or Facebook Rights Manager), whether for tracking, monetization, enforcement, or any similar purpose, nor claim ownership of or any exclusive rights in the Recording.

For clarity, this restriction applies only to actions taken by or on behalf of the Creator. The Creator shall not knowingly permit or authorize any third party to register or submit any Recording or any Creator Content incorporating a Recording on their behalf and shall use reasonable efforts to prevent, mitigate, or promptly remove any such registration if it occurs.

4.3. No DSP Use. The Creator may not upload, distribute, or otherwise make available any Recording, whether alone or as part of Creator Content, on any digital music streaming or download service that makes Recordings available as standalone audio (collectively, “DSPs”), including, without limitation, Spotify, Apple Music, and YouTube Music, or in any other manner not expressly permitted under the definition of Platforms.

For the avoidance of doubt, the use of Recordings for distribution through any DSP, whether directly or through any third-party distributor, aggregator, label, or service, is strictly prohibited.

For clarity, use of Recordings in bona fide podcasts or audiobooks (including audio-only formats) is permitted only where such use occurs on Platforms and otherwise complies with this Agreement, provided that the Recording is used solely as background or incidental audio within primarily spoken or narrative content and that it does not constitute the primary value or focus of such content.

4.4. No Redistribution or Resale. The Creator may not sell, license, sublicense, assign, transfer, share, or otherwise distribute any Recording, in whole or in part, to any third party, whether directly or indirectly, and whether for commercial or non-commercial purposes, including, without limitation, the distribution of any Recording “as is,” in any form that enables its standalone use, or as part of any competing service, or otherwise in any manner that permits any third party to access, use, or exploit the Recording as a separate asset, including through any platform, service, or functionality that enables the extraction, reuse, or separate exploitation of the Recording.

4.5. No Client or Third-Party Work. The License granted under this Agreement is personal to the Creator. The Creator may not use any Recording in content created for, on behalf of, or commissioned by any third party, including clients, brands, agencies, or other individuals or entities, whether or not such content is created in exchange for compensation or other consideration, monetary or non-monetary, or otherwise enable any third party to receive the primary or intended benefit from the use of the Recording in such content, whether directly or indirectly.

For the avoidance of doubt, this restriction shall not apply to (i) the use, publication, or distribution of Creator Content on third-party Channels, provided that such content is not created for, on behalf of, or commissioned by that third party, or (ii) the inclusion of brand integrations, sponsorships, or similar promotional content within Creator Content, provided that such use otherwise complies with this Agreement.

For the purposes of this Section, Creator Content shall not be considered created “for, on behalf of, or commissioned by” a third party solely by virtue of the Creator receiving compensation, brand guidelines, or general input from such third party, provided that the Creator retains primary creative control over the content and publishes such content on the Creator’s own Channel as part of the Creator’s independent content.

4.6. Restrictions on Paid Digital Advertising. The Creator may not use Creator Content incorporating Recordings in connection with paid digital advertising campaigns or other paid promotional activities intended to promote or advertise any products, services, brands, businesses, organizations, or commercial activities.

For the avoidance of doubt, this restriction shall not prohibit the promotion of the Creator’s own Channel or personal brand as a creator, nor the inclusion of sponsorships, brand integrations, endorsements, affiliate links, referral programs, or similar promotional elements within Creator Content, provided that such use otherwise complies with this Agreement.

4.7. Anti-Circumvention (Anti-Fronting). The Creator’s individual Subscription Plan is intended for use by the Creator in their personal capacity only. The Creator shall not use the Subscription Plan, or any Recordings accessed or used under this Agreement, for the primary or intended benefit of any business, organization, or other commercial entity, or otherwise in a manner that circumvents the limitations and restrictions set forth in this Agreement. Any such use shall constitute a material breach of this Agreement. In such cases, the Licensor may take reasonable enforcement actions, including restricting or revoking the affected rights to the extent necessary to address the breach, and may seek appropriate remedies in accordance with this Agreement.

For the avoidance of doubt, this Section shall not apply to the inclusion of brand integrations, sponsorships, or similar promotional content within Creator Content that otherwise complies with Section 4.5.

4.8. No Derivative Musical Works. The Creator may not use any Recording to create, compose, produce, or otherwise generate new musical works, including songs, compositions, or tracks, whether by sampling, remixing, or any other means.

For clarity, permitted technical edits under Section 2.1(a) shall not be considered derivative musical works, provided that such edits are made solely for the purpose of synchronization with Creator Content, are not intended to and do not create a new or standalone musical work, and do not combine the Recording with other musical works in a manner that results in a new or independently exploitable musical work.

For the avoidance of doubt, the addition of non-musical audio elements (such as sound effects, dialogue, or voiceovers), as well as incidental overlaps occurring as part of audiovisual editing that do not result in a new or independently exploitable musical work, shall be permitted.

4.9. No Use in Templates. The Creator may not incorporate any Recording, whether alone or as part of Creator Content, into templates, including, without limitation, multimedia templates, website templates, or video editing templates, whether for distribution, resale, or reuse by any third party.

4.10. No NFTs or Blockchain-Based Use. The Creator may not use, mint, sell, or otherwise exploit any Recording in connection with non-fungible tokens (NFTs), blockchain-based assets, or similar technologies.

4.11. No Illegal, Immoral or Harmful Use. The Creator may not use any Recording in any manner that is unlawful, fraudulent, defamatory, obscene, or otherwise objectionable, or that infringes the rights of any third party, or in connection with any content that promotes violence, hatred, discrimination, or illegal activities, or is otherwise reasonably likely to harm the reputation or goodwill of the Licensor.

4.12. No Broadcast or Professional Distribution Platforms. The Creator may not use, distribute, or otherwise exploit any Recording for use in or distribution through any broadcast, cable, television, or over-the-top (OTT) service, including, without limitation, linear television, video-on-demand (VOD), subscription video-on-demand (SVOD), or similar services, in each case where such services are professionally produced, curated, or distributed as premium or commercial content platforms, except as expressly permitted under the definition of Platforms set forth in this Agreement.

For the avoidance of doubt, certain uses of Creator Content incorporating Recordings may, depending on the applicable law and jurisdiction, constitute a public performance or public communication and may require additional licenses or clearances from relevant rights holders or collecting societies, including, for example, where such content is made available on websites or online pages accessible to the public. The Creator is responsible for obtaining any such licenses to the extent required by applicable law.

4.13. Artificial Intelligence and Machine Learning Restrictions. The Creator shall not use, and shall not permit any third party to use, any Recordings or Creator Content incorporating Recordings for the purpose of training, developing, or improving any artificial intelligence, machine learning, or similar models or systems, including for the creation of datasets or the generation of synthetic audio or music.

For the avoidance of doubt, this restriction applies regardless of whether such use is direct or indirect, commercial or non-commercial.

This restriction shall not prohibit the use of standard editing, processing, or platform-based tools that do not involve the training or development of artificial intelligence models using the Recordings.

4.14. No Use as Trademark or Audio Logo. The Creator may not use any Recording, in whole or in part, whether alone or as part of Creator Content, as a trademark, service mark, audio logo, or other source identifier. For clarity, the foregoing does not prohibit the use of Recordings in Creator Content that includes branding elements (such as logos or trademarks), provided that the Recording is not itself used as a source identifier.

5. Transfer of Creator Content and Change of Control

5.1. Personal Nature and Restrictions. The license granted under this Agreement is personal to the Creator and non-transferable. The Creator may transfer ownership of Creator Content incorporating a Recording only as part of a transfer of the Creator’s Channels in their entirety and not on a standalone basis. Such transfer does not constitute a transfer of the Recording or any license rights therein.

For the avoidance of doubt, any transfer of Channels or Creator Content under this Section shall not constitute an assignment or transfer of this Agreement or any rights granted hereunder.

5.2. Permitted Transfers

(a) To Individuals: The Creator may transfer a Channel to another individual acting in their personal capacity, provided that the Recording remains embedded in existing Creator Content and is not extracted, reused, or incorporated into any new or additional content.

(b) To Controlled Entities: The Creator may transfer ownership of a Channel to an entity owned or controlled by the Creator, provided that any subsequent change in ownership or control of such entity shall be treated as a Commercial Transfer under Section 5.3.

5.3. Commercial Transfer and Reclassification (Tariff Protection). A transfer of a Channel or Creator Content to, or for the benefit of, a business, organization, or other commercial entity not controlled by the Creator (a “Commercial Transfer”) shall trigger the following:

(a) License Validation Requirement: Notwithstanding Section 3.1, continued monetization of Creator Content incorporating Recordings following a Commercial Transfer shall be conditional upon the transferee obtaining a License Validation from the Licensor and paying the applicable Reclassification Fee.

(b) Restriction Pending Validation: Until such License Validation is completed, the transferee may continue to display and perform such Creator Content but shall not monetize such Creator Content.

(c) Failure to Validate: If the transferee fails to obtain License Validation within a reasonable period following written notice from the Licensor, the Licensor may require the transferee to restrict, disable, or remove such Creator Content from the Platforms.

(d) Reclassification Fee. The Reclassification Fee shall be calculated as the difference between:

(i) the total fees that would have been payable under the lowest-priced applicable Business or Enterprise subscription plan offered by the Licensor, which would have permitted the relevant scope of use and the Commercial Transfer, for all Subscription Periods during which the Creator maintained an Active Subscription; and

(ii) the total fees actually paid by the Creator under the Creator Subscription Plan for the same periods.

(iii) Fallback Calculation. If, at the time of the Commercial Transfer, the Licensor does not offer a standard Business or Enterprise subscription plan that would cover the scope of the transferred Creator Content, the Reclassification Fee shall be calculated as the difference between the fair market value of a comparable commercial license for the same scope and duration of use, determined in a commercially reasonable manner as of the date of the Commercial Transfer, and the total fees actually paid by the Creator under the Creator Subscription Plan during all Subscription Periods in which an Active Subscription was maintained.

In determining the fair market value, primary consideration shall be given to (a) the Licensor’s own historical pricing for similar commercial licenses, and (b) publicly available pricing of comparable services in the industry offering substantially similar rights, scope, and scale of use.

In no event shall the Reclassification Fee exceed an amount equal to four (4) times the total fees actually paid by the Creator under the Creator Subscription Plan during all Subscription Periods in which an Active Subscription was maintained.

(e) New Content: The transferee must obtain a separate Business License at the Licensor’s then-current rates in order to incorporate Recordings into any new or additional Creator Content.

5.4. Proportionality of Revocation. In the event of a material breach of this Section, any revocation of rights by the Licensor shall be proportionate to the nature of the breach. Rights to the Creator’s entire archive shall only be revoked where the breach is gross or systemic in nature. For isolated breaches, revocation shall be limited to the specific Creator Content directly affected.

5.5. Rights of Transferee (Existing Content Only). A transferee may continue to display and perform such Creator Content as previously made available. The transferee may monetize such Creator Content solely on the Channels as transferred, provided that such monetization is permitted under Section 5.3. Such rights apply only for so long as such Creator Content remains on those Channels and no new or additional use of the Recording is made. The transferee does not acquire any license rights to the Recordings and may rely on this Section solely for the continued availability of existing Creator Content. Such Creator Content must not be re-uploaded, redistributed, or otherwise made available on any other Channels, except as expressly permitted under Section 3.1.

For the avoidance of doubt, any Creator Content that was lawfully made available on third-party Channels prior to the transfer may remain available on such Channels, provided that such use continues to comply with the monetization restrictions set forth in Section 2.1(d), and no new or additional distribution to third-party Channels is made except as permitted under this Agreement.

5.6. Succession and Liquidation. This Agreement shall be binding upon successors and permitted assigns. In the event that the Licensor permanently ceases operations and is liquidated without a legal successor:

(a) All Creator Content published in compliance with this Agreement prior to such liquidation shall be deemed permanently licensed in perpetuity;

(b) Any requirements for License Validation or Reclassification Fees under Section 5.3 shall be waived;

(c) The Creator may thereafter transfer or assign Channels and associated Creator Content without restriction.

6. Intellectual Property & Ownership

All rights, title, and interest in and to the Recordings, including all copyrights and other intellectual property rights therein, are and shall remain vested in the Licensor and/or its licensors.

The Creator acknowledges and agrees that the Recordings are licensed, not sold, and that the Creator acquires no ownership or proprietary rights in or to any Recording.

Except for the limited license expressly granted under this Agreement, nothing in this Agreement shall be construed as transferring or assigning any rights, title, or interest in or to any Recording to the Creator.

All rights not expressly granted to the Creator under this Agreement are reserved by the Licensor and its licensors.

7. Termination

7.1. Termination by Licensor.

(a) For Material Breach. The Licensor may terminate or suspend this Agreement with immediate effect if the Creator engages in a material breach of this Agreement, including, without limitation: (i) fraudulent, illegal, or unauthorized use of the Recordings, whether on a standalone basis or as incorporated into any Creator Content, including scraping, mass-downloading, or use beyond the scope of the license; (ii) infringement or misappropriation of intellectual property rights; (iii) violation of applicable law or sanctions or export control regulations; (iv) conduct that poses an immediate threat to the security, integrity, or operation of the Subscription Plan; or (v) abusive use of the Subscription Plan or the Recordings, meaning use in a manner that circumvents, exploits, or undermines the intended functionality, licensing model, or economic value of the Subscription Plan or the Recordings, or that is otherwise unlawful or reasonably likely to harm the Licensor, its licensors, the Recordings, or any third party. In such circumstances, the Licensor may also suspend, discontinue, or restrict the Creator’s access to or use of the Subscription Plan, the Recordings, or any associated services or content.

(b) For Other Breaches. For any breach of this Agreement that does not constitute a material breach, the Licensor may terminate or suspend this Agreement if the Creator fails to cure such breach within seven (7) days after receiving notice from the Licensor.

(c) For Convenience. The Licensor may terminate this Agreement for convenience upon prior notice to the Creator, provided that such notice is given before the start of the next Subscription Period. Such termination shall take effect at the end of the then-current Subscription Period, and the Subscription Plan will not renew thereafter.

7.2. Immediate Effect. Upon termination of this Agreement under Section 7.1, all rights granted to the Creator under this Agreement shall immediately terminate, except as expressly provided in Section 3 (Post-Subscription Rights).

The Licensor shall be entitled to revoke the Creator’s post-subscription rights under Section 3 only in the following cases:

(a) with respect to the specific Creator Content that directly gave rise to the material breach; or

(b) with respect to all or a substantial part of the Creator Content, solely where the breach is demonstrably gross or systemic in nature, or is intentional and material, and cannot reasonably be isolated to specific Creator Content without disproportionate effort or risk, including, without limitation, where such breach involves: (i) verified fraudulent payment or account abuse; (ii) large-scale unauthorized distribution, scraping, or mass-downloading of Recordings; (iii) deliberate and material circumvention of the license restrictions on a systemic or repeated basis; or (iv) a serious security breach or an intentional or reckless threat to the integrity, security, or operation of the Licensor’s platform or services.

For purposes of this Section, a breach may be considered systemic where it reflects a pattern of conduct, repeated violations, coordinated activity, or a level of impact or risk that reasonably justifies broader remedial action beyond specific Creator Content.

Any revocation under subsection (b) shall only be exercised after providing the Creator with prior written notice and a reasonable opportunity to cure the breach (to the extent cure is possible and would reasonably remedy or mitigate the effects of the breach). Such revocation shall be based on clear and objective evidence and exercised by the Licensor in its reasonable discretion, acting in good faith and in a manner proportionate to the nature, scope, and impact of the breach.

For the avoidance of doubt, isolated incidents or good-faith errors that do not result in material harm or a material risk of harm to the Licensor shall not result in revocation of post-subscription rights with respect to the Creator’s entire archive of Creator Content.

7.3. Suspension. Without limiting the foregoing, the Licensor may, at any time, suspend or restrict the Creator’s ability to access or use the Subscription Plan, the Recordings, or any associated services or content, with or without notice, if the Licensor reasonably suspects a breach of this Agreement or reasonably determines that such suspension is necessary to prevent harm, security risks, unauthorized access, or liability.

7.4. No Liability. The Licensor shall not be liable to the Creator or any third party for any damages, losses, or claims arising out of or in connection with the exercise of its rights under this Agreement, including any suspension, restriction, discontinuation, or termination of this Agreement or the Creator’s ability to access or use the Subscription Plan, the Recordings, or any associated services or content.

7.5. No Refunds. Any termination of this Agreement or any suspension or restriction of the Creator’s ability to access or use the Subscription Plan, the Recordings, or any associated services or content by the Licensor shall not entitle the Creator to any refund of any fees paid or payable, except as expressly provided in this Agreement or in any applicable terms governing the Subscription Plan, or as required by applicable law.

7.6. Distinction from Cancellation. For the avoidance of doubt, termination under this Section is distinct from and independent of any cancellation (i.e., voluntary termination or non-renewal) of a Subscription Plan by the Creator. Cancellation by the Creator shall not limit or otherwise affect the Licensor’s rights under this Section, and the Licensor may exercise such rights regardless of the status of any Subscription Plan, including whether such Subscription Plan is active, cancelled, or expired.

8. Warranties & Disclaimers

8.1. Licensor Warranty. The Licensor represents and warrants that it has the necessary rights and authority to enter into this Agreement and to grant the licenses set forth in Section 2. Except for the foregoing, the Recordings and the Subscription Plan are provided on an “as is” and “as available” basis.

8.2. Disclaimer of Warranties. To the fullest extent permitted by applicable law, the Licensor does not make any warranties, representations, or conditions of any kind, whether express, implied, or statutory, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

8.3. Availability and Results. The Licensor does not guarantee that the Recordings or the Subscription Plan will meet the Creator’s specific requirements or expectations, achieve any particular results, or be uninterrupted, error-free, or continuously available. Use of the Recordings does not guarantee any particular level of engagement, audience reach, or commercial success.

8.4. Content Availability. The Licensor may add, remove, or modify the Recordings available in the Subscription Plan from time to time, with or without notice. The Licensor does not guarantee that any specific Recording will remain available during any Subscription Period or thereafter, nor that the Recordings will remain unchanged or continuously available. The Licensor also does not guarantee any minimum number, type, or variety of Recordings available at any time. Removal or modification of any Recording will not affect any rights granted with respect to Creator Content created and published in accordance with this Agreement during an Active Subscription.

8.5. Technical Limitations. The Licensor does not guarantee that the Recordings will be free from minor technical artifacts or compatible with all devices, software, or platforms.

8.6. Third-Party Platforms. The Licensor is not responsible for the availability, policies, or actions of any Platform or third party, including any content moderation decisions, monetization outcomes or redirection, claims, or restrictions imposed by such Platforms. The Licensor does not guarantee that use of the Recordings will comply with Platform policies or will not result in content identification matches, claims, muting, blocking, interruption or alteration of live streams or recorded content, or any other restrictions (including YouTube Content ID). The Licensor does not control such systems or third-party actions and disclaims any responsibility arising therefrom. Where applicable, the Creator may be able to dispute such claims using a valid license obtained under this Agreement; however, the outcome of any such dispute cannot be guaranteed.

8.7. No Enforcement or Support Obligation. The Licensor is not obligated to enforce any rights in or to the Recordings on behalf of the Creator or to take action against third parties, and does not guarantee support, assistance, or response times in connection with issues arising from use of the Recordings.

8.8. Sanctions Compliance. The Creator shall comply with all applicable sanctions and export control laws in connection with the use of the Recordings and the Subscription Plan. Without limiting the foregoing, the Creator represents and warrants that they are not subject to any applicable sanctions restrictions. The Licensor reserves the right to suspend or terminate access to the Recordings or the Subscription Plan to comply with such laws.

9. Limitation of Liability

9.1. Exclusion of Certain Damages. To the fullest extent permitted by applicable law, the Licensor shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including, without limitation, any loss of profits, revenue, business opportunities, goodwill, or data, arising out of or in connection with this Agreement or the use of the Recordings or the Subscription Plan, even if the Licensor has been advised of the possibility of such damages.

9.2. Cap on Liability. To the fullest extent permitted by applicable law, the total aggregate liability of the Licensor arising out of or in connection with any and all claims shall not exceed the total amount of fees paid by the Creator to the Licensor and attributable to the then-current Subscription Period at the time the event giving rise to the claim occurred.

9.3. Scope. The limitations and exclusions of liability set forth in this Section apply to the fullest extent permitted by applicable law and regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and regardless of the theory of liability.

9.4. Exceptions. Nothing in this Agreement shall limit or exclude liability to the extent such limitation or exclusion is not permitted under applicable law.

9.5. Service Availability. The Licensor does not guarantee uninterrupted, error-free, or continuous availability of the Recordings, the Subscription Plan, or any related services. The Licensor shall not be liable for any failure or delay in access to or availability of the Subscription Plan or Recordings, including any resulting loss of business, revenue, opportunity, or interruption of the Creator’s activities, including any claims, losses, or liabilities arising from or related to any third-party claims against the Creator resulting from such failure or delay.

9.6. Third-Party Platforms. The Licensor shall not be responsible for any actions, omissions, policies, changes in policies, technical limitations, or enforcement decisions of any third-party platforms or services on which Creator Content is made available.

10. Indemnification

10.1. Creator’s Indemnity. The Creator agrees to defend, indemnify, and hold harmless the Licensor, its directors, officers, employees, shareholders, affiliates, licensors, contractors, or agents from and against any claims, damages, liabilities, and expenses (including reasonable legal fees) arising from (i) the Creator’s breach of this Agreement, (ii) misuse of the Recordings, or (iii) the Creator Content, including any claim that such Creator Content infringes or violates the rights of any third party.

For the avoidance of doubt, the Creator shall have no obligation to indemnify the Licensor for any claims arising from the Licensor’s provision of the Recordings or any lack of rights therein, and the disclaimers set forth in Section 8.1 shall not limit or affect the application of this provision.

10.2. Defense and Settlement. The Creator shall, at its own expense, defend any claim brought against the Licensor that is subject to indemnification under this Section using counsel reasonably acceptable to the Licensor. The Licensor reserves the right to assume control of the defense of any such claim at its own expense, subject to the Creator’s indemnification obligations under this Section. The Creator shall not settle any such claim in a manner that imposes any liability, obligation, or admission of fault on the Licensor without the Licensor’s prior written consent, not to be unreasonably withheld.

10.3. Cooperation. The Licensor shall provide the Creator with prompt notice of any claim subject to indemnification and shall reasonably cooperate in the defense of such claim, at the Creator’s expense. Failure by the Licensor to provide prompt notice shall not relieve the Creator of its obligations under this Section, except to the extent that the Creator is materially prejudiced by such failure.

11. Governing Law and Jurisdiction

11.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, without regard to its conflict of laws principles.

11.2. Jurisdiction. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Hong Kong, unless otherwise required by applicable law.

11.3. Informal Resolution. The parties agree to use reasonable efforts to resolve any dispute arising out of or in connection with this Agreement through informal discussions prior to initiating formal legal proceedings.

12. Miscellaneous

12.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, understandings, or communications, whether written or oral.

12.2. Amendments. The Licensor may update or modify this Agreement from time to time. The Licensor will use reasonable efforts to provide notice of any material changes. Any such changes shall apply starting from the next Subscription Period following their effective date. If the Creator does not agree to the updated Agreement, the Creator may cancel their Subscription Plan at any time prior to the start of the next Subscription Period. The Agreement in effect at the beginning of the then-current Subscription Period shall continue to govern for the remainder of that period. Continued use of the Subscription Plan or the Recordings after the start of a renewed Subscription Period shall constitute acceptance of the updated Agreement.

Where applicable, any changes to this Agreement shall apply to the use of Credits from the start of the next Subscription Period, unless otherwise expressly specified.

12.3. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

12.4. No Waiver. Failure or delay by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

12.5. Assignment. The Creator may not assign or transfer this Agreement without the prior written consent of the Licensor. The Licensor may assign or transfer this Agreement, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.

12.6. Force Majeure. The Licensor shall not be liable for any failure or delay in performance resulting from events beyond its reasonable control, including, without limitation, acts of God, war, terrorism, labor disputes, governmental actions, pandemics, cybersecurity incidents, failures of third-party services, or interruptions in internet or infrastructure.

12.7. Relationship of the Parties. Nothing in this Agreement shall be deemed to create any partnership, joint venture, or agency relationship between the parties.

12.8. Survival. Any provisions of this Agreement that by their nature should survive termination or expiration of this Agreement shall survive, including, without limitation, Sections 3 (Post-Subscription Rights), 7 (Termination), 8 (Warranties & Disclaimers), 9 (Limitation of Liability), and 10 (Indemnification).

12.9. Notices. The Licensor may provide any notices under this Agreement by posting them within the service, by email, or by other electronic means. Notices to the Creator shall be deemed given upon posting or sending. The Creator is responsible for maintaining accurate contact information and for checking for notices. Where required by applicable law, notices shall be provided in accordance with such requirements.