Creator Agreement

"Agreement" means this Creator Agreement, together with the Terms of Service, Privacy Policy, Copyright & Content Complaints Policy, and any operating guidelines Cenemai publishes for Creators, all incorporated by reference.

"Attributed Subscriber" means a User whose paid Premium Subscription is attributable to the Creator through the Creator's unique Referral Code, in accordance with Section 8.

"Cenemai," "we," "us," "our" means Cenemai, an independent operator of the Service.

"Content" means any film, narration, script, thumbnail, image, artwork, text, metadata, or other material submitted by the Creator to Cenemai or made available on or through the Service by the Creator.

"Creator" means an individual approved by Cenemai to submit Content through Cenemai Studio and who has accepted this Agreement.

"Effective Date" means the date on which the Creator first accepts this Agreement.

"Gross Subscription Revenue" means all amounts actually received by Cenemai from an Attributed Subscriber in respect of Premium fees, excluding taxes collected on behalf of a government authority, refunds, and reversed transactions (including Chargebacks).

"Net Revenue" means Gross Subscription Revenue minus (a) payment-processing fees actually charged by Stripe, PayPal, or any successor processor, (b) currency-conversion fees, and (c) any bank or wire fees directly attributable to the transaction.

"Referral Code" means the unique alphanumeric code assigned to the Creator by Cenemai for referral-attribution purposes.

"Term" means the period during which this Agreement is in effect, as set out in Section 12.

"User" has the meaning given in the Terms of Service.

2.1 Application. To become a Creator, an individual must submit an application through the Service, including name, contact information, social handle, follower count, and any supporting materials Cenemai reasonably requests.

2.2 Approval. Cenemai may accept or reject any application in its sole discretion, with or without reasons. Approval does not create an employment, agency, joint venture, or partnership relationship.

2.3 Minimum Age. Creators must be at least the age of majority where they live. Cenemai may require documentation confirming age.

2.4 Continuing Eligibility. Cenemai may re-evaluate a Creator's eligibility at any time and may suspend or terminate Creator status at its discretion, subject to Section 12.

Creator acceptance of this Agreement is required at two points: (a) when the Creator first applies for or is approved into Cenemai Studio, and (b) at each upload of Content. Each acceptance is recorded with a timestamp and the Creator's account identifier and stored as durable evidence of consent.

By accepting this Agreement, the Creator confirms that they have read and understood it, that they agree to be bound by it, and that they warrant the truth of all representations and warranties in Section 5, including those relating to the specific Content being uploaded at the time of acceptance.

4.1 Grant. Subject to the Creator's continuing compliance with this Agreement, the Creator hereby grants to Cenemai a worldwide, non-exclusive, royalty-free (except as expressly provided in Section 8), sublicensable, and transferable license, for the Term and any post-termination wind-down period expressly permitted by Cenemai:

(a) to host, store, index, cache, encode, transcode, reformat, transcribe, translate, adapt, and modify the Content as reasonably necessary for delivery on the Service;

(b) to produce narrated versions, condensed versions, trailers, clips, thumbnails, and other derivative works of the Content for use on and in connection with the Service;

(c) to publicly perform, publicly display, stream, and otherwise communicate the Content to the public via the Service and any associated players or embedded views;

(d) to use the Content, in whole or in part, and the Creator's name, likeness, and social handles, for promotional and marketing purposes on and off the Service, including on social media, in advertisements, in press materials, and in editorial content, in a manner consistent with the Content and the Creator's reasonable expectations; and

(e) to sublicense any of the foregoing rights to Cenemai's service providers and to distribution partners for the purposes of operating and promoting the Service.

4.2 Moral Rights. To the extent permitted by applicable law, the Creator waives any moral rights and equivalent rights in the Content in favour of Cenemai and its sublicensees, solely to the extent necessary to give effect to the license in Section 4.1.

4.3 Reservation. The Creator retains all right, title, and interest in the Content not expressly licensed under this Agreement. Nothing in this Agreement transfers ownership of the Content to Cenemai.

The Creator represents and warrants to Cenemai, on the Effective Date and on the date of every upload of Content, that:

(a) Ownership or Rights. The Creator either (i) owns all right, title, and interest in and to the Content, or (ii) holds a written license, permission, or other authorization from each applicable rights holder that is sufficient in scope and duration to grant the license in Section 4.1 and to authorize Cenemai's use of the Content as contemplated by this Agreement;

(b) Non-Infringement. The Content, and Cenemai's use of the Content in accordance with this Agreement, does not and will not infringe, violate, or misappropriate any copyright, trademark, patent, trade secret, right of publicity, right of privacy, moral right, or other proprietary, contractual, or personal right of any third party;

(c) Documentary Proof. On Cenemai's written request, the Creator will produce, within seven (7) days, written proof of ownership, license, release, or other authorization sufficient to demonstrate compliance with paragraphs (a) and (b), including without limitation chain-of-title documents, distribution agreements, model or performer releases, music synchronization licenses, and location releases;

(d) Accuracy of Information. All information provided by the Creator to Cenemai, including in the application process, in Content metadata, and in support correspondence, is true, accurate, and complete, and the Creator will update Cenemai promptly if any such information becomes inaccurate;

(e) Authority. The Creator has full power and authority to enter into this Agreement and to grant the rights and licenses granted hereunder, and this Agreement is a valid and binding obligation of the Creator, enforceable in accordance with its terms;

(f) No Conflicting Obligations. The Creator's performance of this Agreement will not violate any agreement or obligation, including any exclusivity, guild, union, or collective-agreement obligation; and

(g) Compliance with Law. The Content and the Creator's use of the Service comply with all applicable laws, regulations, and industry codes, including advertising, consumer-protection, privacy, and export laws.

6.1 Prohibited Content. The Creator must not submit Content that is unlawful, infringing, obscene, defamatory, discriminatory, harassing, threatening, or otherwise prohibited by the Terms of Service or any Cenemai operating guideline. Without limiting the foregoing, Content must not depict or promote child sexual abuse material, non-consensual intimate imagery, or any other content prohibited under applicable law.

6.2 Cenemai's Discretion. Cenemai has the absolute right, in its sole discretion and at any time, to review, edit, reject, refuse to publish, unpublish, remove, disable, or delete any Content, in whole or in part, for any reason or no reason, with or without notice. Rejection or removal of Content does not entitle the Creator to any refund, payment, or other consideration.

6.3 Effect of Rejection or Removal. Where Content is removed or unpublished, revenue attributable to that Content ceases to accrue from the date of removal. Previously accrued and unpaid amounts remain payable in accordance with Section 8, subject to Cenemai's rights of offset in Section 9.

7.1 Delivery Specifications. The Creator will submit Content in the formats, resolutions, aspect ratios, encoding parameters, and file sizes prescribed by Cenemai from time to time.

7.2 Metadata. The Creator will provide accurate title, description, genre, runtime, and other metadata for each Content submission.

7.3 Cooperation. The Creator will cooperate with Cenemai in the investigation and resolution of copyright complaints, User support requests, and any legal or regulatory inquiry involving the Content.

8.1 Share. In consideration of the license and services provided by the Creator under this Agreement, Cenemai will pay the Creator fifty percent (50%) of Net Revenue attributable to each Attributed Subscriber, for as long as (a) the subscriber remains an active Attributed Subscriber and (b) the Creator remains in good standing under this Agreement.

8.2 Attribution. A subscriber is an Attributed Subscriber if the Referral Code was recorded to the subscriber's session (via URL parameter, cookie, or local storage) at the time of sign-up and remained the last-touched Referral Code at that time. Cenemai's records of attribution are authoritative absent manifest error. Cenemai may re-attribute, remove, or reverse attribution in cases of fraud, duplicate accounts, self-referral, incentivized referrals prohibited by Cenemai, or reversed transactions (including Chargebacks).

8.3 Calculation. Revenue share is calculated monthly, following the close of the calendar month, based on Net Revenue actually collected during that month. Refunds, Chargebacks, and reversed transactions in a subsequent month are offset against future revenue-share amounts.

8.4 Payout Timing. Cenemai will pay the Creator within thirty (30) days after the end of the applicable calendar month, subject to Section 8.5 and Section 9.

8.5 Minimum Payout Threshold. The minimum payout threshold is $25.00, calculated in the currency in which the Creator is paid. If the Creator's accrued balance at the end of a month is below the threshold, the balance rolls over to the next month until the threshold is met.

8.6 Payment Method. Cenemai will pay accrued revenue share by PayPal, direct deposit, or such other method as Cenemai makes available. The Creator is responsible for maintaining accurate payout details. Cenemai is not liable for payments delayed or misdirected because of inaccurate payout details.

8.7 Taxes. All amounts paid under this Agreement are exclusive of applicable taxes. The Creator is solely responsible for reporting and remitting any income taxes, sales taxes, value-added taxes, or other governmental charges arising from payments received under this Agreement. Where required by applicable law, Cenemai will collect Creator tax information and may withhold taxes as required.

8.8 Statement. Cenemai will make available to the Creator a monthly statement showing Attributed Subscribers, Net Revenue, applicable adjustments, and the calculated payout. The Creator must dispute any statement in writing within sixty (60) days of its issuance; failing which the statement is deemed accepted, absent manifest error.

8.9 No Guaranteed Earnings. Cenemai makes no representation or warranty regarding the amount of revenue, if any, that the Creator may earn under this Agreement.

Cenemai may withhold or offset from any amounts payable to the Creator (a) amounts subject to a bona fide dispute, including third-party rights claims, until the dispute is resolved; (b) refunds, Chargebacks, or reversed transactions; (c) amounts owed by the Creator to Cenemai under this Agreement; and (d) amounts required to be withheld by law.

10.1 Scope. The Creator will indemnify, defend, and hold harmless Cenemai, its owner, employees, contractors, licensors, service providers, and successors (each an "Indemnified Party") from and against any and all third-party claims, demands, actions, suits, proceedings, liabilities, damages, judgments, awards, settlements, fines, penalties, interest, and costs, including reasonable legal fees on a full-indemnity basis, arising out of or relating to:

(a) any breach or alleged breach by the Creator of any representation, warranty, or covenant in this Agreement;

(b) any claim that the Content, or Cenemai's exercise of the license in Section 4, infringes, violates, or misappropriates any copyright, trademark, patent, trade secret, right of publicity, right of privacy, moral right, or other proprietary or personal right of any third party;

(c) any claim arising from the Creator's use of the Service in violation of applicable law or the rights of any person; or

(d) any tax, withholding, or governmental charge that Cenemai is required to pay as a result of the Creator's failure to comply with Section 8.7.

10.2 Defence. Cenemai may, at its option, assume exclusive defence and control of any matter subject to indemnification under this Section, at the Creator's expense. The Creator will cooperate fully with Cenemai in the defence and will not settle any claim without Cenemai's prior written consent.

10.3 Survival. The Creator's obligations under this Section 10 survive termination or expiration of this Agreement.

The Creator will retain, for a period of not less than seven (7) years, all records reasonably necessary to substantiate the representations and warranties in Section 5, including chain-of-title documents, licenses, releases, and correspondence. On reasonable prior notice, Cenemai (or an independent auditor engaged by Cenemai) may inspect and copy such records for the purpose of verifying compliance with this Agreement.

12.1 Term. This Agreement begins on the Effective Date and continues until terminated in accordance with this Section 12.

12.2 Termination for Convenience. Either party may terminate this Agreement for any reason on thirty (30) days' prior written notice to the other party.

12.3 Termination for Breach. Cenemai may terminate this Agreement immediately, without notice, if the Creator materially breaches this Agreement (including any breach of the representations and warranties in Section 5 or a copyright violation), engages in fraud, or brings Cenemai into disrepute.

12.4 Effect of Termination. On termination or expiration of this Agreement:

(a) Cenemai will remove or unpublish the Creator's Content within a commercially reasonable period, except that Cenemai may retain and continue to display Content for the balance of any prepaid subscriber commitment or as necessary to comply with legal obligations;

(b) Cenemai will pay the Creator any earned but unpaid revenue share in accordance with the payout schedule in Section 8, subject to Cenemai's rights of offset in Section 9 and to any minimum-payout threshold;

(c) all rights and licenses granted to the Creator terminate, except for those necessary for the Creator to retrieve materials from the Service in the wind-down period;

(d) accrued rights and obligations, including obligations under Sections 5 (Reps & Warranties), 10 (Indemnification), 11 (Records & Audit), 12.4 (Effect of Termination), 13 (Confidentiality), 14 (Independent Contractor), 15 (Limitation of Liability), and 16 (Governing Law), survive.

The Creator will keep confidential all non-public information disclosed by Cenemai in connection with this Agreement, including revenue-share statements, product roadmaps, and business plans, and will use such information solely to perform under this Agreement. This obligation continues for three (3) years after termination.

The Creator is an independent contractor. Nothing in this Agreement creates an employer-employee, partnership, joint venture, agency, or franchise relationship between the parties. The Creator is not entitled to employment benefits, workers' compensation, unemployment insurance, or any other employment-related entitlement. The Creator is solely responsible for the manner and means of performing under this Agreement.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CENEMAI'S TOTAL AGGREGATE LIABILITY TO THE CREATOR UNDER OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CENEMAI TO THE CREATOR UNDER SECTION 8 IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT WILL CENEMAI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS SECTION LIMITS THE CREATOR'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10.

This Agreement is governed by and construed in accordance with the laws applicable in the place where Cenemai is established, without regard to conflict-of-laws principles. The courts having jurisdiction over that place have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement, and the Creator irrevocably attorns to that jurisdiction.

17.1 Entire Agreement. This Agreement, together with the Terms of Service, Privacy Policy, Copyright & Content Complaints Policy, and any operating guidelines published by Cenemai, constitutes the entire agreement between the parties and supersedes all prior discussions and understandings.

17.2 Amendment. Cenemai may amend this Agreement from time to time. Material amendments will be communicated by email to the Creator's registered email address at least thirty (30) days before taking effect. The Creator's continued submission or maintenance of Content after the effective date constitutes acceptance of the amended Agreement. If the Creator objects to an amendment, the Creator's sole remedy is to terminate this Agreement in accordance with Section 12.2.

17.3 Assignment. The Creator may not assign this Agreement or any rights or obligations hereunder without Cenemai's prior written consent. Cenemai may assign this Agreement in connection with a merger, acquisition, reorganization, sale of assets, or by operation of law.

17.4 Severability. If any provision of this Agreement is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.

17.5 No Waiver. A party's failure to enforce any right under this Agreement is not a waiver of that right.

17.6 Notices. Notices under this Agreement will be given by email to the address on record for the recipient.

17.7 Language. The parties confirm their express wish that this Agreement be drafted in English, and that translations, if any, are provided for convenience only; the English version controls.

17.8 Contact. Questions about this Agreement may be sent to support@cenemai.com.