Noice Supplemental Terms for Monetization

The Noice Supplemental Terms for Monetization (“Agreement”) are entered into between you (“Creator” or “you”) and Noice Entertainment Oy (“Noice” or “we” or “us”) and are in addition to, and not in lieu of, your rights and obligations under the Noice Terms of Service (“Noice TOS”).

This Agreement governs your participation in the Noice Monetization Program (“Program”), which allows you to monetize your Creator Content in certain ways (such monetized Creator Content, “Creator Content”). The Program is part of the Service, as that term is defined by the Noice TOS. This means that the Noice TOS, Noice’s Community Guidelines, and other relevant policies and guidelines incorporated hereunder by reference or by the Noice TOS apply to and govern your participation in the Program. If there is a conflict between this Agreement and the Noice TOS, the terms of this Agreement shall prevail to the extent of the conflict. All capitalized terms not defined in this Agreement shall have the meanings assigned to them in the Noice TOS.

You may not be able to use Program features or earn revenue from your Creator Content until Noice confirms your eligibility and approves your application to the Program. Noice has the sole right to determine your eligibility and acceptance into the Program.

BY USING, APPLYING TO OR OTHERWISE PARTICIPATING IN THE PROGRAM, YOU AGREE TO THIS AGREEMENT AND AFFIRM THAT YOU MEET ALL ELIGIBILITY REQUIREMENTS STATED IN THE NOICE TOS (INCLUDING OBTAINING PARENTAL OR GUARDIAN CONSENT IF YOU ARE UNDER THE AGE OF MAJORITY WHERE YOU LIVE.) 

IF YOU ARE AN INDIVIDUAL AGREEING TO THIS AGREEMENT ON BEHALF OF, OR FOR THE BENEFIT OF, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED (“ORGANIZATION”), THEN YOU ARE AGREEING TO BECOME BOUND BY THIS AGREEMENT ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT. REFERENCES TO “YOU” AND “YOUR” IN THIS AGREEMENT WILL REFER TO BOTH THE INDIVIDUAL PARTICIPATING IN THE PROGRAM AND TO ANY SUCH ORGANIZATION.

THIS AGREEMENT REQUIRES YOU AND NOICE TO RESOLVE DISPUTES ABOUT THE PROGRAM THE SAME WAY YOU HAVE TO RESOLVE DISPUTES ABOUT THE SERVICE UNDER THE NOICE TOS. THIS MEANS THAT FOR UNITED STATES AND CANADIAN RESIDENTS, YOU ARE AGREEING TO BINDING, INDIVIDUAL ARBITRATION OF MOST DISPUTES WITHOUT THE RIGHT TO GO TO COURT INDIVIDUALLY OR AS PART OF A CLASS ACTION. FOR MORE INFORMATION, SEE SECTION 9 BELOW. 

1. Program Eligibility and Compliance

1.1 Application and eligibility

You must submit an accurate and complete Noice Creator application to apply for the Program. Once we receive your application, we will review it and inform you of whether you have been accepted or rejected. If your application is rejected, you may not reapply again until one (1) calendar month after such a rejection takes place. 

You will ensure that the information associated with your Account and submitted with your application to participate in the Program, and any subsequent applications for additional programs, is complete, accurate, and up-to-date at all times. To participate in the Program and collect any fees due to you, you must at all times comply with this Agreement, and the Noice TOS in effect. You must provide to us all information that we reasonably request for verifying your compliance with this Agreement. If you fail to comply with any requests from Noice for information, and if Noice has not otherwise agreed to you not providing that data, we reserve the right to disable monetization capabilities, withhold fees, terminate your participation in the Program or temporarily or permanently suspend your channel or Account.

1.2 Termination or Suspension of Account

Without limiting any other remedies available to us, if we believe that you are in breach of this Agreement, we reserve the right at our sole discretion, either with or without notice to you, to limit, suspend or cancel your acceptance into the Program and/or modify or remove any of your Creator Content and/or withhold any earnings you have made on the Service. Breaches of this Agreement will also be regarded as beaches of the Noice TOS and may result in your Account or access to the Services being terminated or limited under the Noice TOS.

As with other parts of the Service, we reserve the right to stop offering and/or supporting the Program or part of the Program at any time, at which point your participation in the Program or part of the Program will terminate automatically. In such an event, we shall not be required to provide any refunds, benefits or other compensation.

IF YOU ASK FOR YOUR ACCOUNT OR PERSONAL DATA TO BE DELETED AS DESCRIBED IN OUR PRIVACY POLICY, YOU WILL PERMANENTLY FORFEIT ALL OF YOUR VIRTUAL ITEMS AND SUBSCRIPTIONS WITHOUT THE RIGHT TO REFUND, AS WE WILL NO LONGER BE ABLE TO ASSOCIATE SUCH VIRTUAL ITEMS OR SUBSCRIPTIONS WITH YOU.

2. Channel Content

You have sole discretion regarding what Creator Content you will create and distribute on the Service, provided that your Creator Content complies with this Agreement and the Noice TOS. You will immediately cease distributing your Creator Content on the Service and remove it from your channel if your Creator Content violates this Agreement or the Noice TOS. You are solely responsible for your Creator Content.

3. Revenue

Contingent on your acceptance into the Program, we may make certain monetization tools, reporting tools, services and opportunities (“Program Features”) available to you. These Program Features may make you eligible to receive certain fees (“Program Fees”), and these Program Fees will be indicated on your Noice Studio account. We reserve the right to add, modify or remove any Program Features, at our sole discretion, during the duration of the Program. Program Features are part of the Service, and your use of Program Features will be governed by this Agreement and the Noice TOS. Specific terms apply to the following Program Features:

3.1 Channel Subscriptions (including gifted Channel Subscriptions)

You, as a participant in the Program, may offer subscriptions to your channel through the Service. Subject to limitations set by Noice, you may decide what benefits you will offer to Subscribers to your channel, including subscription tiering levels if applicable, which may include user features provided by Noice for that purpose. Noice will determine, at its sole discretion, the rates, tiers and bundles for Channel Subscription offerings (“Subscription Offerings”). The Program Fees that you receive for Channel Subscriptions will be subject to the type of Subscription Offering, and may include promotional values, discounts, and adjustments for regional or local pricing, as specified in the Revenue Share Schedule published by Noice and in effect at the time of payout.

3.2 Creator Digital Goods

As a participant in the Program, Noice may give you the opportunity to provide Creator Content, at your own discretion, for incorporation into virtual items (“Digital Goods”) such as Creator-specific cards, movement animations/emotes and custom avatar skins. Noice will determine, at its sole discretion, the prices, digital credit conversion, payout rates, tiers and bundles for Digital Goods including whether to offer Digital Goods as part of free bundles or for in-game currency with no monetary value. You may receive a Program Fee from us equal to a percentage of the sale value of the Digital Goods to the end user. The percentage splits will be calculated and applied as specified in the Revenue Share Schedule published by Noice and in effect at the time of payout. Program Fees for Digital Goods sold as part of bundles will be calculated as a portion of the price of the bundle. Digital Goods sold as part of discounted offers may result in Program Fees being discounted. Digital Goods made available for free or at zero cost will result in no Program Fees. Program Fees are only payable for Digital Goods purchased directly for cash or purchased with In-game currency for which Noice has received a direct payment from the purchaser or from an advertiser. Program Fees will not be payable for Digital Goods redeemed with in-game currency earned through non-financial activities such as accumulated gameplay. 

3.3 Creator Digital Goods Promotions

By uploading Creator Content and causing a Digital Good to be offered on the Service, you acknowledge that Noice will have the right to promote, bundle, merchandize, discount, give away for free or set differential pricing for said Digital Goods.

4. Payment and reporting

4.1 Terms

Subject to the terms of this Section 4, Program Fees payable to you by Noice will be paid monthly, no later than thirty (30) days from when the revenue is earned, and in Euro or USD (depending on your location), net of a) any billing or platform fees, gateway fees, licensing costs, b) any taxes, refunds, returns, chargebacks, currency exchange fees, credits and discounts, and c) any transaction costs and fees relates to your choice of payment option. 

4.2 Requirements for Payment

Program Fee payouts are contingent on your providing to Noice all information and documentation that Noice may reasonably request for Noice’s compliance and accounting purposes in a timely fashion, including information on relevant tax declarations, forms, and tax identification numbers. If you fail to provide any requested information or documentation to Noice, your Program Fee payouts will be suspended until you do and you forfeit any Program Fees that became payable more than 180 days prior to the date and time at which such information and materials are received by Noice.

4.3 Payment methods

Payment of Program Fees will be made through a payment method chosen by you from the options we make available as part of the Program. You are responsible for keeping accurate and up-to-date payment information. Noice may offset any amounts owed to Noice by you from any amounts owed to you by Noice under any existing agreements between you and Noice. Additionally, if the amounts paid to you under this Agreement exceed the Program Fees owed to you under this Agreement, for example because of chargebacks made after Program Fees were transmitted to you, Noice may offset any overpayment against future Program Fees otherwise due to you. Noice will not have an obligation to make a payment if Program Fees payable to you under this Agreement fall under the monthly payout threshold indicated in the Revenue Share Schedule. If you haven’t accrued the minimum payout threshold amount, we will roll your unpaid Program Fees over monthly and initiate a transfer to you only when the amount crosses the minimum payout threshold amount. If you violate this Agreement or the Noice TOS, you will not be eligible to receive Program Fees payable to you, and that we reserve the right to withhold such Program Fees, to the extent permissible by applicable law, and in addition to any other rights or remedies available to us.

4.4 Taxes

The Program Fee is a gross amount that includes all possible taxes and other similar fees that either Noice is required to withhold and remit or the Creator must pay. We may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any payments made to you under this Agreement. In this case, payment to you, as reduced by such deductions or withholdings (“Program Payout”), will constitute full payment and settlement to you of such payment under this Agreement. For purposes of US Federal Income tax, Noice will treat any consideration paid to you under this Agreement as consideration paid for services provided by you to Noice. For purposes of Finnish taxes, tax treatment is determined by your tax status (whether you a) represent an organization or are a sole proprietor or b) are registered as an individual) and purpose of use (commercial or non-commercial use). Noice cannot provide advice on value-added tax ("VAT”). If you have questions about VAT registration, please contact your tax advisor. You will be solely and fully responsible for complying with all applicable local country tax laws and regulations regarding such payments and which apply to you.

5. Representations and Warranties

5.1 You represent and warrant that (a) you are not prohibited from using the Service or participating in the Program, (b) you will participate in the Program in accordance with this Agreement, (c) you have read and expressly agree to the Noice TOS, (d) you have not shared any content or engaged in any behavior on the Service that violates the Noice TOS about which we have not already contacted you, (e) your participation in the Program will not violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, or regulatory requirements, (f) you have the full authority and legal right to enter into this Agreement and deliver on its obligations, (g) your acceptance of this Agreement does not violate any other agreements to which you are a party or which bind you and (h) all information you provide in connection with the Program is and will be complete and accurate at all times.

5.2 You represent and warrant that you are not (a) an entity or individual that is subject to sanctions administered by the United States Department of the Treasury Office of Foreign Assets Control, the United States Department of State, the United States Department of Commerce, or by the Directorate-General for Financial Stability, Financial Services and Capital Markets Union of the European Commission, or other relevant authorities, (b) resident, located or operating in a country or territory subject to prohibitions on exports, imports or financial transactions or (c) otherwise restricted from transacting business or engaging in financial transactions with persons or businesses in the United States or the European Union. If at any time you can no longer accurately make the representations and warranties in this Section 5.2, you will terminate the Agreement.

5.3 We make no representations or warranties regarding any revenue you can expect, at any time, in relation to this Agreement or the Program, and we will not be liable for any actions you take based on any expectations or assumptions you make regarding such revenue.

6. IPR and account Ownership

You will always retain your rights to the Creator Content you create and distribute when you use the Service as a content creator, for example, to broadcast live video. These rights are explained below in Section 7. This Agreement does not limit your rights to make other uses of your Creator Content, such as using it on other platforms to promote your channel.

7. Your Right to Use the Service and Creator Content

7.1 License to You

In addition to the personal use license granted to you in the Noice TOS, Noice hereby grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable right and license to use the Service for commercial uses (i.e., you create and distribute your Creator Content for monetization purposes) subject to this Agreement. You will still comply with all of the restrictions stated in the Noice TOS when using the Services for commercial purposes. We also require that you comply with certain requirements when making Creator Content available. These requirements are explained below in Section 7.3 and our Community Guidelines.

You retain all of your ownership rights in your Creator Content. Noice does not claim any ownership rights in your Creator Content, and nothing in this Agreement or Noice TOS is intended to restrict any rights that you may have to use and exploit your Creator Content. However, we do require you to grant certain rights to Noice for the purpose of operating, promoting, and improving the Service, as described in more detail below.

7.2 License to Noice

The rights granted by you hereunder terminate once you delete your Creator Content from the Service or if you close your account or your account is closed by Noice except (1) to the extent you have shared with users of the Service and the users have copied portions of your Creator Content; (2) the portions of your Creator Content that have been used to create Virtual Items and form an integral part of any Virtual Item (such as Creator cards); (3) the portions of your Creator Content Noice has used for promotional purposes; and (4) to the extent we have a legitimate reason to store and retain copies of your Creator Content in our backup systems.

7.3 Requirements for Creator Content and Use Limitations

The following additional requirements apply to your Creator Content. If your Creator Content does not comply with the requirements set out in this Agreement or the Noice TOS or if you use the Service in a manner not permitted by this Agreement or the Noice TOS, we may take actions as a result, which may include terminating your Account and prohibiting you from using our Service or parts of our Service or suspending or cancelling your acceptance into the Program.

With respect to all Creator Content, you will ensure:

1. that you have all the rights necessary in your Creator Content to grant us the license described in this Agreement and the Noice TOS; 
2. the use of your Creator Content by Noice and others as contemplated by this Agreement and the Noice TOS will not constitute any infringement upon any third party’s intellectual property rights, contractual rights or any other rights of any person or entity and will be compliant with all applicable laws and regulations; and
3. your Creator Content is free of any obligation to pay royalties to any third party, including without limitation a sound recording copyright owner, a musical work copyright owner, a performance rights organization, or a collective management organization, with respect to the use of your Creator Content by Noice and others as permitted by this Agreement.

If any fees (for example, music royalties) become payable to any third party as a result of the exercise of rights you have granted to Noice or others with respect to your Creator Content, you are solely responsible for payment of such fees and the fees may be deducted from any of your earnings made on the Service without prior notice to you and at our sole discretion. You will indemnify, defend and hold Noice harmless from any action related to your Creator Content as set forth in Section 10 of the Noice TOS.

If we believe that you are in breach of this Agreement or the Noice TOS, you are not entitled to receive any compensation from Noice in connection with the Program.

7.3.1 Political Activity

You cannot participate in the Program if you are a candidate for political office.

8. MODIFICATIONS

Noice reserves the right, at its discretion, to change, modify, add or remove portions of this Agreement at any time (for example, to reflect changes in applicable laws, updates to the Service, or changes to the Program) by posting the amended Agreement through the Service, providing in-Service notifications, or providing you with notification via email. You will be deemed to have accepted such amended Agreement by continuing to use the Service. If at any point you do not agree to any portion of the then-current version of this Agreement or the Noice TOS, your only recourse is to terminate this Agreement and immediately ending your participation in the Program.

9. Limitation of Liability, Indemnification, AND Dispute resolution

Provisions of the Noice TOS applicable to disputes, claims, or controversies between you and Noice that arises from or relates to the Noice TOS or the Service also apply to any disputes, claims, or controversies between you and Noice that arises from or relates to this Agreement or the Program (“Program Claims”). Applicable Notice TOS provisions include Section 10 (Limitation of Liability, Equitable Remedies, and Indemnification), Section 11 (Equitable Remedies), and Section 13(Governing Law and Dispute Resolution).

Notwithstanding anything stated in the Noice TOS, the following limitation of liability shall apply to Program Claims: TO THE EXTENT NOT PROHIBITED BY LAW, NOICE SHALL NOT BE LIABLE TO YOU FOR MORE THAN (A) THE AMOUNT OF PROGRAM PAYOUTS THAT YOU HAVE RECEIVED FROM NOICE IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE OF YOUR NOTICE, IN WRITING TO NOICE, OF THE PROGRAM CLAIM OR (B) EUR 100, WHICHEVER IS HIGHER. Except as stated in the preceding sentence, all other terms from the Noice TOS, including disclaimers of indirect, incidental, consequential, special, punitive or other similar damages, will apply to Program Claims.

10. Term and termination

10.1 The term of this Agreement will begin upon your acceptance of this Agreement and will end when terminated either by us or by you.

10.2 Either you or we may terminate this Agreement at any time, with or without cause, by giving the other thirty (30) days prior written notice of termination. This is in addition to Noice’s rights for termination set below.

10.3 We may suspend or terminate this Agreement immediately, if you (a) bring yourself, Noice, or their respective affiliates into scandal, ridicule, or disrepute, through acts or situations in which you become entangled; (b) if you engage in statements or actions that disparage, defame, or compromise brand, name, reputation or goodwill of Noice or their affiliates; (c) if you commit any acts that may impede the legitimate business interests of Noice or their affiliates; or (d) if you violate the Noice TOS or this Agreement in any way. And this Agreement will automatically terminate if the Noice TOS terminates for any reason.

10.4 Termination of this Agreement by either party shall neither require nor prevent termination of the Noice TOS.

11. Miscellaneous

11.1 Assignment

Noice may assign this Agreement or part of this Agreement to any Noice group company or a third party without your consent. You may not assign or delegate any rights or obligations under this Agreement to any third party without Noice’s prior written consent.

11.2 Survival

Upon termination of this Agreement, any provision which, by its nature or express terms, should survive, will survive such termination or expiration, including, but not limited to, Sections 6, 7.2, 9, and 11.

11.3 Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of this Agreement will remain in full force and effect. Noice’s failure to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.

11.4 Entire Agreement

This Agreement, together with the Noice TOS and any supplemental policies, guidelines, and any other documents expressly incorporated by reference herein or by the Noice TOS, set out the entire agreement between you and Noice regarding the subject matter of this Agreement and supersede all earlier agreements and understandings between you and Noice in regards to that subject matter. 

12. Contact Us

If you have any questions about this Agreement, please contact us at legal@noice.com.