Paid Content Addendum

Last Modified: October 1, 2019
This “Agreement” consists of the terms of this Paid Content Addendum and the Subtext Media, Ltd. DBA HereCast ("Subtext", "we", "us", or "our") Terms of Service (the “TOS”), which are incorporated herein by reference. In the event of a conflict, the terms and conditions of this Paid Content Addendum will take precedence over the terms and conditions of the TOS. All capitalized terms that are not expressly defined in this Paid Content Addendum will have the meanings given to them in the TOS.
By clicking “I agree,” you agree to, and will be legally bound by, the terms of this Paid Content Addendum. Your agreement qualifies “you” to be paid for your User Content in the manner referenced below. User Content for which you are paid is "Paid Content".
If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement. In that case, “you” and “your” will refer to that entity.
This Agreement constitutes the complete and exclusive agreement between you and Subtext concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings (including prior Paid Content and/or Publisher Addenda that you entered with Subtext), written or oral.
PAYMENT REQUIREMENTS
Users who complete the following are eligible to receive payment in accordance with the Fees section below: (i) you provide Subtext with a signed, completed W-9, which you can securely upload by clicking this link; (ii) you take all steps requested by Subtext to receive payments successfully from Subtext by direct deposit. Subtext will send all amounts due via direct deposit to an account specified by you, only upon completion of the foregoing steps. YOU ARE NOT ENTITLED TO ANY COMPENSATION UNDER THIS AGREEMENT, AND NONE SHALL ACCRUE, UNTIL YOU HAVE FULLY COMPLIED WITH THE ABOVE SUBSECTIONS AND THERE HAVE BEEN UNIQUE AD IMPRESSIONS (DEFINED BELOW) FOR YOUR PAID CONTENT AS CONTEMPLATED UNDER THIS AGREEMENT.
FEES
Subject to your compliance with the terms and conditions of the Agreement, including, but not limited to, the above payment requirements, Subtext will pay you for your Paid Content on a per “Unique Ad Impression” basis, in accordance with the payment terms set forth in this Agreement.
There are two presentations of your Paid Content on the Services: (1) “Tile View” where summaries of Paid Content appear in a feed or list with other content and (2) “Detail View” where an individual piece of Paid Content appears on its own and in its entirety as published.
A “Unique Ad Impression” is a measure of the number of times a display advertisement appears within the Detail View of your Paid Content. Each time a display advertisement appears within the Detail View of your Paid Content is a single Unique Ad Impression. Detail Views by Subtext’s employees or agents, you, or any one of your agents do not generate Unique Ad Impressions.
Subtext calculates compensation based on a monthly pay period. Your total compensation for each pay period will be at least half of the display ad revenue earned on all Unique Ad Impressions occuring within the Detail View of your Paid Content during the pay period.
If we make a good faith determination that Unique Ad Impressions associated with certain Paid Content are part of an abnormal or irregular pattern suggestive of inappropriate manipulation, we may adjust accordingly the number of Unique Ad Impressions associated with that Paid Content. In cases where we determine, at our sole discretion, that your Paid Content has been subject to excessive or persistent manipulation, we reserve the right to terminate this Agreement.
All payments due under this Agreement are exclusive of taxes, duties, levies, tariffs, withholdings and other governmental charges (including, without limitation, VAT) (“Taxes”). You are responsible for payment of all Taxes due on payments made to you by Subtext under this Agreement. You will indemnify and hold Subtext harmless from any obligation to pay any Taxes, interest, penalties or other obligations imposed in connection with payments made hereunder.
PAYMENT TERMS
Within thirty (30) days after the end of each calendar month during the term of the Agreement, Subtext will (a) pay all fees due for the preceding month, and (b) provide access to a report specifying the basis for calculation of the fees owed for the preceding month. Payment is conditioned upon your completion of the requirements for Paid Content. YOU ARE NOT ENTITLED TO ANY COMPENSATION UNDER THIS AGREEMENT, AND NONE SHALL ACCRUE, UNTIL YOU HAVE COMPLETED THE PAYMENT REQUIREMENTS AND THERE HAVE BEEN UNIQUE AD IMPRESSIONS FOR YOUR PAID CONTENT AS CONTEMPLATED UNDER THIS AGREEMENT.
TERM
This Agreement will begin on the date that you click on the button or interface marked “I agree” and will continue until April 30, 2020, unless terminated earlier as described below.
TERMINATION
We may terminate this Agreement or suspend your access to the Services, at our sole discretion, at any time and without notice to you. You may terminate this Agreement at any time by sending an email to us at help@HereCast.us.
ADDITIONAL REPRESENTATIONS BY YOU
You represent and warrant that: (a) you own the Paid Content or otherwise have the rights necessary to grant the licenses granted in the Agreement; (b) the Paid Content is not subject to any prior agreement, lien, encumbrance, or other claim or right that may interfere with the rights granted herein by you to Subtext; (c) Subtext’s use of the Paid Content as contemplated by this Agreement will not infringe, misappropriate, or violate any third party’s intellectual property rights, rights of publicity or privacy, or any applicable law or regulation; (d) the Paid Content does not violate the TOS; and (e) you have the full power and authority to enter into this Agreement and to perform your obligations; and (f) the execution and performance of this Agreement will not conflict with or result in a material breach of the terms of any other agreement to which you are a party.