GameWisp Content Creator Subscriber Program Agreement

Updated September 8, 2015

This Subscriber Program Agreement (“Subscriber Agreement”) is entered into by and between GameWisp, Inc. and/or their corporate affiliates (“GameWisp,” “we,” or “us”) and you, a video content creator (“You” or “Content Creator”).

The terms contained herein govern the use of the GameWisp Subscriber Program. The Subscriber Program is a monthly subscription service and related tools provided by GameWisp to you for the purpose of direct monetization. By using the Subscriber Program, you agree to be bound by this Subscriber Agreement as well as the GameWisp Terms of Use and GameWisp Terms of Sale, hereby incorporated by reference into this Subscriber Agreement.

GameWisp reserves the right to change the terms and conditions contained herein at its sole discretion. In the event that GameWisp amends, alters, or otherwise changes this Subscriber Agreement, GameWisp will provide notice to you by such means as email communication, posting on the Subscriber Program, or providing a “Recently Updated” message above.

1. Eligibility
The Subscriber Program is intended for use by persons above the age of eighteen (18) or entities. Persons between the ages of thirteen (13) and eighteen (18) must have the express permission of a parent or guardian to use the Subscriber Program. By using the Subscriber Program, the Content Creator represents and warrants that s/he is at least eighteen (18) years of age or has legal parental or guardian consent to use the Service. If the Content Creator is as company, organization, or other entity, the Content Creator represents and warrants that the agent of such entity who uses the Subscriber Program is authorized to agree to and bind such entity to this Subscriber Agreement.

2. License
Except as otherwise provided in this Subscriber Agreement, GameWisp grants to you a limited, non-exclusive, revocable, worldwide, non-sublicensable right to access and use the Subscriber Program. In the exercise of this license, the Content Creator shall not (1) modify or otherwise make derivative use of the Subscriber Program or any portion thereof; (2) use any data mining, robots, or similar data gathering or extraction methods; (3) download any portion of the Subscriber Program or any information contained therein, except as expressly allowed by the Subscriber Program; or (4) use the Subscriber Program other than for its intended purposes. Any unauthorized use, including but not limited to the uses above, of the Subscriber Program is expressly prohibited and will result in the suspension and/or termination of the license above. Such unauthorized use may also violate applicable laws, including but not limited to trademark and copyright laws. Except as expressly stated in this Subscriber Agreement, nothing in this Subscriber Agreement will be construed as conferring any license to intellectual property rights whether by estoppel, implication, or otherwise.

3. Monetization
The Subscriber Program enables Content Creators to offer monthly recurring subscriptions to your fans (“Subscription(s)”) at Subscription Fees set by the Content Creator. The Subscriber Program may also allows you to receive additional one-time payments as Tips. GameWisp may provide users with the opportunity to Tip throughout the GameWisp Service, including but not limited to, at the time of Subscription.

4. Subscriber Incentives
You may offer incentives to subscribers. These incentives may be managed through the GameWisp system, including the management and dissemination of digital goods, management of physical addresses for the fulfillment of physical goods, Subscriber-exclusive premium videos or early-access to channel content using tools contained within the Subscriber Program. GameWisp may from time to time provide additional tools for offering and fulfilling additional Subscription incentives. In all cases, GameWisp’s liability for the delivery of subscription incentives will be governed by the Terms of Sale.

5. Revenue Collection
Total Channel Earnings is the total amount of revenue collected from Subscriptions and Tips through your channel. Net Channel Earnings is the portion of Total Channel Earnings to which you are entitled after the GameWisp amount and credit card processing fees under Section 6 is subtracted. GameWisp shall charge all channel subscribers and tippers in accordance with the Terms of Sale. The first payment for a Subscription and all one-time Tips shall be charged on the date of such Subscription and/or Tip. Subscriptions will be charged on the same day (or closest day if such day does not exist) of the month thereafter.

6. Revenue Split
GameWisp shall be entitled to the following amounts from each Subscription payment: You are entitled to the remainder of such Subscription payment after the credit card processing fee amount. You are entitled to one hundred percent (100%) of each Tip after credit card processing fees. The credit card processing fee amount shall be determined according to the rate charged by GameWisp’s third-party payment processor per transaction. This amount may change from time to time. Currently, the applicable credit card processing fee is two point nine percent (2.9%) of the transaction plus thirty cents ($0.30).

7. Payouts
You may request a payout of your Net Channel Earnings at any time that you are entitled to twenty-five dollars ($25) or more. You must set your Payout Method on the Subscriber Program page. GameWisp may add available Payout Methods from time to time. GameWisp will pay any amounts to which you are entitled within 5 business days of your payout request to your chosen Payout Method. In the event that your Payout Method is or becomes invalid, GameWisp reserves the right to withhold payment until a valid Payout Method is selected. PLEASE NOTE: GameWisp has no agreement with any Multi-Channel Network (MCN). It is your responsibility to determine whether your MCN is entitled to any amount obtained as a result of the use of the Subscriber Program and to remit that amount to your MCN in according with your partnership agreement.

In order to use certain cash out functionality of the GameWisp Service, you must open a "White Label" account provided by Dwolla, Inc. ("Dwolla") and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in the Dwolla account are held by Dwolla's financial institution partners as set out in the Dwolla Terms of Service. You authorize GameWisp to share your identity and account data with Dwolla for the purposes of opening and supporting your Dwolla account, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through the GameWisp Service and Dwolla account notifications will be sent by GameWisp, not Dwolla. GameWisp will provide customer support for your Dwolla account activity, and can be reached at gamewisp.com or [email protected]

8. Taxes
Nothing in this agreement shall be construed to create an employment relationship between GameWisp and you. It is your responsibility to pay all national, state, and local income taxes and any other applicable taxes arising from any amounts earned under this Subscriber Agreement. You agree to provide any tax documentation requested by GameWisp reasonably necessary for GameWisp to fulfill its national, state, and local tax obligations with respect to amounts paid to you.

9. Indemnification
To the fullest extent allowed by law, you agree to indemnify, defend, and hold harmless GameWisp, its affiliates, contractors, directors, officers, employees, and agents from any claims, losses, damages, obligations, costs, debt and/or liabilities (including legal fees and expenses) arising out of the Content Creator’s misuse of the Subscriber Program, any violation of this Subscriber Agreement and any additional terms accompanying GameWisp products or services, or any breach of the covenants, representations, and warranties contained herein. GameWisp may at your expense defend any matter for which it is entitled to indemnification by the Content Creator under these Terms. We will use reasonable efforts to notify the Content Creator regarding any such claim, action, or proceeding.

10. Disclaimer
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, THE SUBSCRIBER PROGRAM AND THE CONTENT CONTAINED THEREIN ARE PROVIDED AS-IS AND WITH ALL FAULTS. GAMEWISP MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AND HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT WITH RESPECT TO THE SUBSCRIBER PROGRAM AND ALL CONTENT CONTAINED THEREIN. GAMEWISP DOES NOT REPRESENT OR WARRANT THAT THE SUBSCRIBER PROGRAM OR ANY CONTENT CONTAINED THEREIN ARE CURRENT, ACCURATE, COMPLETE, RELIABLE, OR ERROR-FREE. DESPITE GAMEWISP’S COMMITMENT TO THE SAFETY OF THE USE OF THE SUBSCRIBER PROGRAM, GAMEWISP DOES NOT WARRANT THAT THE SUBSCRIBER PROGRAM OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR OTHER INFORMATION, WRITTEN OR ORAL, GIVEN BY ANY GAMEWISP EMPLOYEE OR AGENT REGARDING THE SUBSCRIBER PROGRAM OR THE CONTENT WILL CONSTITUTE A REPRESENTATION OR WARRANTY.

11. Limitation of Liability
EXCEPT AS PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL GAMEWISP, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR INDEPENDENT CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION ARISING IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR CONNECTED WITH THE CONTENT CREATOR’S USE OF THE SUBSCRIBER PROGRAM AND THE CONTENT CONTAINED THEREIN, INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM GAMEWISP, OR THAT RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO GAMEWISP’S RECORD, PROGRAMS, OR SERVICES. IN NO EVENT WILL THE AGGREGATE LIABILITY OF GAMEWISP FOR ANY CAUSE OF ACTION ARISING UNDER ANY THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE CONTENT CREATOR’S USE OF THE SUBSCRIBER PROGRAM OR THE CONTENT CONTAINED THEREIN EXCEED THE AGGREGATE AMOUNT EARNED BUT UNCLAIMED BY YOU IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE THOUSAND DOLLARS ($1000), WHICHEVER IS GREATER. THE CONTENT CREATOR EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY CONTAINED WITHIN THIS AGREEMENT REPRESENT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE CONTENT CREATOR AND GAMEWISP AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE CONTENT CREATOR AND GAMEWISP.

12. Dispute Resolution
In the event of a dispute between the Content Creator and GameWisp, the parties agree to negotiate in good faith to resolve such dispute amicably. In the event that such negotiations are incapable of resolving such dispute, the parties agree that the dispute shall be submitted to binding arbitration before one (1) mutually agreed upon arbitrator in accordance with the arbitration rules promulgated by the American Arbitration Association (AAA). If the parties are unable to agree on an arbitrator, such arbitrator shall be appointed in accordance with the procedures provided by the AAA. Such arbitration shall be conducted confidentially in Davidson County, Tennessee and will be governed by these Terms, the laws of the State of Tennessee, and any applicable law of the United States without giving effect to any choice of law rules. The arbitrator shall have authority to grant any remedy that would available in a court of law. The parties agree to notify each other of a dispute within thirty (30) days of discovering the existence of such dispute. The arbitral award may be enforced by any court of competent jurisdiction.

13. Miscellaneous