Outdoor Hub Network Channel Partnership Standard Terms & Conditions
This Outdoor Hub Network Channel Partnership Agreement (“Agreement”) is entered into between Outdoor Hub, LLC, a Michigan limited liability company, whose registered office address is 28400 Northwestern Highway, 4th Floor, Southfield, Michigan 48034 (“Outdoor Hub”, “we”, “us” or “our”) and yourself/your entity (“Channel Partner”, “Partner”, “you” or “your”), effective as of your execution and submission of this Agreement by typing your name, entity name, contact information, and title of person authorized to enter into this Agreement on behalf of the entity and clicking the “I Agree” box after reading this Agreement (the “Effective Date”), and/or effective by the incorporation of these terms through a separate agreement signed by yourself/your entity. You acknowledge that this Agreement is an enforceable contract and intended to be a signed writing with the same force and effect as a traditional paper document signed in ink. You and any entity that enter into this Agreement shall be jointly and severally liable for a breach of the terms and conditions of this Agreement.
1) Acceptance of Terms.
In consideration of Outdoor Hub giving you certain rights and benefits, described herein, and to allow you to gain notoriety through the “Outdoor Hub Network” (defined below) and any syndicated platform including connect widgets, mobile applications, e-mail, forum community seeding, banner ad units, RSS Feeds and anything related thereto that contains information, products, and/or content directly or indirectly related to Outdoor Hub including, without limitation, content appearing on websites not owned or managed by Outdoor Hub (collectively the “Outdoor Hub Network”) you signify your consent to this Agreement. The “Outdoor Hub Network” includes, without limitation, OutdoorHub.com, the Outdoor Hub YouTube Multi Channel Network, SkinnyMoose.com, BigGameHunt.net, OutdoorBlog.net, BoiseRiders.net, Glocktalk.com, Gundirectory.com, Morels.com, Pavementsucks.com, PNWRiders.com, PistolWorld.com, Shotgunworld.com, Taxidermy.com, AgHub.com, Michigan-Sportsman.com, OhioSportsman.com, Ohiogamefishing.com, IndianaSportsman.com, Wisconsin Outdoorsman.com, PursueTheOutdoors.com and other websites, applications (including Michigan Sportsman) or properties within the Outdoor Hub Network which are owned and operated by Outdoor Hub or partnered with Outdoor Hub.
2) MODIFICATIONS OF THIS AGREEMENT.
Outdoor Hub reserves the right, at its sole discretion, to modify or replace this Agreement at any time by notifying you as provided in this Agreement, provided that no notice shall be required for non-substantive changes to this Agreement. If we substantively amend this Agreement, we will give you at least seven (7) days’ notice before the changes take effect, during which period of time you may reject the changes by terminating your account. Use of the Service by you following such notification constitutes your acceptance of this Agreement as modified.
3) YouTube Channel ID.
The Channel Partner per this Agreement is allowing certain rights, described herein, to Outdoor Hub with respect the Channel Partner’s YouTube Channel identified in the Network Channel Partner Agreement signed by the Channel Partner Additional channels that a Partner may launch or desire to include as part of this Agreement as Partner YouTube Properties, that are not otherwise automatically included hereunder by the terms of this Agreement, may be added by mutual consent of the parties in writing (for this purpose, email shall suffice, provided the email is from an authorized Outdoor Hub representative, clearly sets forth the name of the channel(s) to be added, and Partner responds confirming Partner’s consent to add such channel(s)).
Partner is the owner of the Partner YouTube Properties and also the producer/creator/authorized licensee of content that appears therein. Partner desires, in exchange for Outdoor Hub Network benefits (as set forth below), for the Partner YouTube Properties to become part of the Outdoor Hub Network and included directly in Outdoor Hub’s partnership with YouTube for the purposes of total video views, unique impressions, inventory sales, optimization and ongoing management, and reporting, among other things. This will enable official advertising and messaging to be served and embedded in and displayed against content in the Partner YouTube Properties, the sale and management of which shall be handled on Partner’s behalf exclusively by Outdoor Hub. Outdoor Hub shall have the exclusive right (other than YouTube’s independent, direct sales efforts, if any) to sell advertising on the Partner YouTube Properties and to collect any and all revenue generated from the Partner YouTube Properties (for example, advertising sales, Google Ad Sense, video ad sense, premium sponsorships, etc.), all as set forth in greater detail below.
5) Channel Views/Rollup.
As of the Effective Date and throughout the “Term” (defined below) of this Agreement, all channel views (including viewership for so-called live streaming content or delivery of content through any other means via the Partner YouTube Properties) for the Partner YouTube Properties shall be included or rolled up exclusively into Outdoor Hub’s total numbers on YouTube and Outdoor Hub shall be entitled to receive any and all payments in connection therewith directly from YouTube. This shall include any content made available on the Partner YouTube Properties, through any means (streaming VOD, live-streaming, or other models of delivery as may be made available by YouTube) and through any devices enabled by YouTube, as Outdoor Hub may determine.
Outdoor Hub reserves the right to pay Contributors for their Content if the parties enter into a separate agreement in writing which is provided via a contract by Outdoor Hub. You shall have no right to receive any payment from Outdoor Hub and/or any third party for any advertising revenue or otherwise unless a written agreement between you and Outdoor Hub outlines the terms. Regardless of whether the parties enter into a written agreement regarding compensation arrangements, you shall not have any right to audit, inspect records, and/or obtain an accounting of the funds received by Outdoor Hub relating to the Content. Outdoor Hub will not remit payments until the total amount owed by Outdoor Hub to a single party equals or exceeds $100 USD.
Notwithstanding the foregoing, Outdoor Hub will have no obligation to pay any amounts, and is permitted to deduct or withhold any amounts owed, determined or reasonably suspected by Outdoor Hub in its sole discretion to have resulted from: (i) a breach of any terms and conditions of this Agreement; (ii) Action Fraud (as defined in the section titled “Action Fraud” below), including without limitation through any clicks originating from Partner’s IP addresses or computers under Partner’s control, solicited by payment of money, false representation or request for end users to click on Ads, or (iii) fraudulent, misleading or false activities or activities that Outdoor Hub and/or YouTube believe to be fraudulent or misleading or violate any respective terms of service, guidelines, rules, or privacy policies. Outdoor Hub reserves the right to withhold or deduct payment, if applicable, pending Outdoor Hub’s reasonable investigation of any of the foregoing or any breach of this Agreement by Partner. If you are a United States resident or a United States citizen, you must complete and submit to us an IRS Form W-9 and any other applicable tax documentation. No worker’s compensation or other insurance will be obtained by us on your behalf. No payroll deductions for employment taxes or insurance of any kind will be paid by us.
As between the Parties, Partner shall retain full control and ownership of, and absolute liability for, the Partner YouTube Properties and all content contained therein. This shall include creation, procurement, and uploading of any and all content therein, and the ongoing management and look and feel of the Partner YouTube Properties. Outdoor Hub will not have the ability to upload content, alter the design or layout, etc. of the Partner YouTube Properties; provided, however, that Outdoor Hub may require Partner to remove content immediately upon any notice of copyright violation, or violation of any party’s rights, or concern thereof. Any video content or other content (live streaming, text, annotations, or otherwise) that is in violation of the terms of this Agreement or violates YouTube’s and/or Outdoor Hub’s terms, rules, policies or other business interests, shall also be removed immediately upon request. Partner shall not use annotations or other similar YouTube tools and features in a manner that would conflict or interfere with Outdoor Hub’s promotional or sales efforts and ongoing advertising campaigns.
8) Exclusive Right to Sell Partner YouTube Properties.
To prevent competitor ad networks or any other competitor Outdoor Hub will have the sole and exclusive right (other than YouTube’s independent, direct sales efforts, if any), throughout the Term of this Agreement, to represent, sell, and manage any and all ad inventory on the Partner YouTube Properties, including but not limited to any ad sales or sponsorship opportunities against any form of content contained therein, inclusion of advertising by ad networks, advertising that may be included as part of live-streaming content, new units that YouTube may make available or that Outdoor Hub or Partner may devise, usage of annotations and related features insofar as such usage may be part of an advertising campaign, and the serving and monitoring of all campaigns. Outdoor Hub grants the Network Partner the right to sell their own advertising and in-content sponsorships, but requires from the Network Partner the right to approve such opportunities so as to protect against competitors, YouTube policy violations or any other factor that could do harm to both Outdoor Hub and/or the Network Partner.
Outdoor Hub will collect all revenues generated from the Partner YouTube Properties directly (including, for example, through Ad Sense, Video Ad Sense, YouTube direct sales, Outdoor Hub’s direct sales, or sales by any other party on the Partner YouTube Properties), and then make payments to Partner in accordance with this Agreement (as set forth above). Outdoor Hub shall have the right to turn YouTube’s ad sales off, i.e. not allow YouTube to sell the Partner YouTube Properties directly or through Ad Sense. Partner understands and agrees that neither Partner nor any third party shall have the right to sell advertising of any kind or monetize the Partner YouTube Properties in any way other than through Outdoor Hub under the terms of this Agreement or with Outdoor Hub’s express written approval if otherwise. Outdoor Hub may also sell so-called branded integrations or product placements with respect to content on Partner’s YouTube Properties, provided any such opportunity and terms associated therewith are approved by Partner.
9) Action Fraud.
Partner shall not, and shall not enable, allow or authorize any party to, directly or indirectly, generate automated, fraudulent or otherwise invalid advertising actions. If, in Outdoor Hub’s reasonable business judgment, activity related to content on Partner’s YouTube Properties is suspected or determined to be so-called action fraud, click fraud or impression fraud, or fraud of any other kind, whether in any automated or human way, by the use of a person, an automated script or a computer program (for example, online robots or bots) to click on an any form of response mechanism, annotation or advertising unit, or any other fraudulent means, to increase impressions, skew results or imitate a legitimate user of a web browser, for example, by clicking on an ad unit for the purpose of generating an improper click value and generating revenue (collectively, “Action Fraud”), Outdoor Hub may retain any payments owed.
10) Access to Partner’s YouTube Accounts/Reporting to Partner.
Partner shall provide Outdoor Hub with all necessary access and controls to its applicable YouTube account(s) to enable Partner YouTube Properties to become part of the Outdoor Hub Network’s partnership with YouTube, including for example in Outdoor Hub’s YouTube “CMS” or content management system or any other content management system that Outdoor Hub may use. This access shall be limited only to Outdoor Hub employees or contractors on a need-to-know or need-to-use basis, and shall only be used for purposes necessary to further the subject matter of this Agreement (For example, to monitor traffic, views, prepare reports, check Ad Sense numbers, etc.).
The term (“Term”) of this Agreement shall commence on the Effective Date and will automatically renew at 11:59 p.m. on the date that is one (1) year after the Effective Date unless otherwise outlined in the Network Channel Partner Agreement signed by the Channel Partner in addition to these terms which shall take precedence over the Term outlined here; Partner may terminate the automatic renewal in writing by email ([email protected]), fax or mail one year past the Effective Date minus ten (10) full days, or this agreement may be terminated by Outdoor Hub at any time in its sole discretion, with or without cause, upon the provision to Partner of 10 days’ notice at the address or email first set forth above, it being Partner’s responsibility to provide Outdoor Hub with any updates to changes of address or email contact information. Upon any such termination by Outdoor Hub, neither party shall have any further obligation, rights or duties to the other party, except: (a) that any payments owed by Outdoor Hub to Partner prior to the date of termination shall still be deemed payable, and (b) the following provisions of this Agreement shall survive: Sections 12, 13, 14, 15, and 16.
12) Rights & Grants.
Partner hereby grants to Outdoor Hub any and all necessary rights and licenses it may need to effect the terms of this Agreement, including for example the right to use her/his/its name and logo, registered marks if any, names of properties, etc., and to represent Outdoor Hub as the exclusive representative of any ad inventory/ad units/sales/sponsorship opportunities (other than YouTube as and if applicable) for the Partner YouTube Properties.
13) Independent Responsibilities.
Each party agrees that it will be fully responsible and liable for its own content and any and all third party claims that may arise from its properties, sites, and content. This Agreement confers no ownership or control and does not constitute a partnership or joint venture within the legal/corporate meanings of those terms. The parties remain independent of each other and maintain their liabilities as their own. Each party remains responsible for any and all permissions, rights or clearances it may need in connection with its own business, site, or YouTube channel operations, and responsible for any risks, liabilities, fees or payments it may be required to make in connection therewith or in connection with their respective content.
You understand and acknowledge that the existence of and terms and conditions of this Agreement shall be strictly confidential. You shall not, without the express written consent of Outdoor Hub, disclose the terms of this Agreement or any other information disclosed by Outdoor Hub to you to any third party, nor to any employees, contractors, vendors, consultants or affiliates other than those employees who have an actual need to know such information in order to perform their duties. You shall refer any questions that you may receive in connection herewith to your contact at Outdoor Hub for guidance on how to appropriately respond. Any questions you have with respect to YouTube, other distribution opportunities, sponsorship opportunities, etc., shall also be addressed directly to your contact at Outdoor Hub or by e-mail to [email protected]
15) Representations and Warranties; Indemnity.
Partner represents and warrants that: (a) it has the full right and power to make and perform this Agreement without the consent of any third party; (b) it has any and all necessary rights or clearances it may need in connection with the Partner YouTube Properties (to the extent it would be necessary for the specific use, for example, display on YouTube); (c) that Outdoor Hub’s use of, and sale of advertising on, the Partner YouTube Properties as set forth herein will not infringe on the rights of any person, brand, product, or entity, defame any person or entity, or violate any right of publicity or privacy of any person or entity; (d) that Partner will not include in any Partner YouTube Properties any content or materials that would violate any of YouTube’s and/or Outdoor Hub’s general rules, terms and/or policies found at https://www.youtube.com/t/terms or outdoorhub.com which may be updated from time to time; and (e) that Partner will not undertake any activities or enter into any agreements that are either in conflict with this Agreement or that are directly competitive to Outdoor Hub. You further represent that you are at least of 18 years of age or otherwise legally capable of entering into binding agreements such as this and including this one. If you are under the age of 18 or otherwise incapable of entering into this Agreement you shall obtain your parent’s or legal guardian’s permission to do so as evidenced by their signature below provided however that in any case you must be at least 13 years of age. Each party shall be solely responsible for the payment of all of its own taxes, assessments and all other similar withholdings from or assessments on any monies paid hereunder. In the unlikely event that Partner is deemed an employee of Outdoor Hub for any reason, Partner shall indemnify Outdoor Hub and hold it harmless against all related liability or expenses related to compensation and benefits as an employee, including taxes, penalties, accounting fees, and actual attorneys’ fees. Partner and Outdoor Hub shall notify the other if either becomes aware of such a claim by any state or federal entity; and Partner will not represent to any third party that Outdoor Hub and Partner are partners or joint ventures, nor that Partner can bind Outdoor Hub to any agreement with anyone else. Partner will not enter into any agreements that conflict with or are inconsistent with this Agreement. Partner agrees to defend, indemnify and hold harmless Outdoor Hub (and its employees, successors, licensees, and permitted assigns) from and against any and all actions, causes of actions, liabilities, damages, costs, and expenses, including, actual attorneys’ fees and costs, and expenses arising out of any breach by Partner of any of the obligations, agreements, representations and/or warranties made hereunder (the “Liabilities”). Outdoor Hub shall have the right to select the attorneys of its choice to defend Outdoor Huband to make all decisions and in every respect control the manner in which the Outdoor Hub is defended.
In the event of a sale or acquisition of Outdoor Hub You understand and agree that Outdoor Hub may freely assign this Agreement as and the associated terms as they are agreed to previously; however, because the subject matter hereof is personal to you and your content, you may not assign this Agreement to any party without Outdoor Hub’s prior written consent. Outdoor Hub shall continue to be able to benefit from the indemnity and surviving provisions hereof in the event there is an assignment due to acquisition or sale.
- a. Partner Responsibility for Personnel: You and all personnel supplied directly by you shall be deemed employees or subcontractors of Partner and will not be considered employees, agents or subcontractors of the Outdoor Hub for any purpose whatsoever. Partner assumes full responsibility for the actions of all such personnel and for the payment of their compensation (including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes), workers’ compensation, disability benefits and the like to the extent applicable to the personnel involved. Notwithstanding and without in any way limiting any terms and conditions set forth in this Agreement, all subcontractors of Partner shall be deemed to have made all of the representations and warranties of Partner set forth herein and shall be subject to any obligations of Partner hereunder, and, if requested by Outdoor Hub, Partner shall obtain from each subcontractor its written consent to and acknowledgment of the terms of this Agreement. Partner shall be jointly and severally responsible for any breach by any subcontractor of any representations, warranties or obligations set forth in this Agreement. For the sake of clarity, this is not an agreement for the performance of any services.
- b. Notice: Outdoor Hub may provide notifications, whether such notifications are required by law or are for other business purposes, to you via email notice, written or hard copy notice, or through posting of such notice on the outdoorhub.com as determined by Outdoor Hub in its sole discretion. We recommend that you add [email protected] to your email address book to help ensure you receive email notifications from us.
- c. Severability: If any provision of the this Agreement is found to be unenforceable or invalid, that provision shall be enforced to the fullest extent permitted by law and the rest of this Agreement shall otherwise remain in full force and effect and enforceable.
- d. Limitation: Any claim by you, including but not limited to any amounts due, is waived unless notice thereof is received by Outdoor Hub within sixty (60) days. Failure to provide such notice within said period shall constitute an unqualified acceptance of Outdoor Hub’s compliance with the terms and conditions of this Agreement and a waiver by you of all claims related thereto.
- e. Class Action Waiver: Any claim by you, including but not limited to any breach of this Agreement, amounts due, or for any other cause shall be brought in your individual capacity in accordance with the arbitration section of this Agreement and not as a plaintiff or class member in any purported class or representative proceeding.
- f. Remedies: You acknowledge that any breach of this Agreement could cause irreparable damage to Outdoor Hub and that, in the event of such breach, Outdoor Hub shall have the right, without being required to post bond or other security, to obtain ex-parte injunctive relief, including without limitation, specific performance or other equitable relief, to prevent the violation of your obligations hereunder. It is expressly understood and agreed that nothing herein contained shall be construed as prohibiting Outdoor Hub from electing to pursue any other remedies available for such breach or threatened breach or for any other default under this Agreement, including without limitation, the recovery of damages.
- g. Arbitration: Except for the right to Outdoor Hub to seek injunctive or equitable relief, any dispute or controversy arising under, out of, in connection with, or in relation to this Agreement, any amendment hereof, or the breach hereof, shall be determined and settled by arbitration in the metropolitan Detroit area, in accordance with the Commercial Arbitration Rules of the American Arbitration Association through a single arbitrator. If the parties cannot agree to a single arbitrator, the parties shall each select an arbitrator that will work together to select the single arbitrator. Any award rendered therein shall be final and binding on the parties, and judgment may be entered thereon in any court having jurisdiction thereof.
- h. Disclaimer of Warranties: OUTDOOR HUB DISCLAIMS WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
- i. Limitation of Liability: IN NO EVENT SHALL OUTDOOR HUB, ITS AFFILIATES, OR ITS LICENSORS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL THEORY FOR (I) ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), OR (II) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $100, EVEN IF OUTDOOR HUB, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. UNDER NO CIRCUMSTANCES WILL OUTDOOR HUB, LLC BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE OUTDOOR HUB NETWORK, SERVICE, THE CONTENT, ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
- j. Law/Entire Agreement: This Agreement shall be governed by and construed in accordance with the laws of the state of Michigan, as if this Agreement was made within Michigan between two residents thereof, and except for disputes submitted for arbitration pursuant to the following paragraph, the parties submit to the exclusive jurisdiction of the state and federal courts located in Michigan. In any action or proceeding by Outdoor Hub to enforce rights under this Agreement, Outdoor Hub shall be entitled to recover its costs and attorneys’ fees from you. Both parties agree that this Agreement, together with any amendments and any additional agreements you may enter into with Outdoor Hub in connection with the Service, constitute the complete and exclusive statement of the mutual understanding of the parties, and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement.