Partner Addendum

ADDENDUM TO TERMS OF SERVICE

Welcome to the SnaktCoins Partner Program!  THIS ADDENDUM (“Addendum”) is made and entered into, and shall be effective as of the date executed below (“Effective Date”) by and between Snakt, Inc., a Delaware corporation (the “Company”), and you (the “Creator”) (collectively, the “Parties”) as an addendum to and amendment of the Terms of Service and Privacy Policy agreed to by and between the Parties (collectively the “Terms of Service”), governing the relationship and cooperation of the Parties in the use, promotion, and growth of the Company’s video platform (the “Platform”).  In consideration of the mutual covenants and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1.         Terms of Service.  This Addendum is an amendment to the Terms of Service agreed to by and between the Parties.  If the Terms of Service and this Addendum conflict, this Addendum controls.

2.         Compensation to Creator.

a.         SnaktCoin Currency.  The Platform uses its own form of virtual coins as currency ("SnaktCoins").  As of the Effective Date, each SnaktCoin is equivalent to USD 0.01 (the "Exchange Rate").  The Exchange Rate may be changed at a later date in response to market conditions in the Company's sole discretion.  Payments to the Creator will be made in SnaktCoins, and the Creator may convert those SnaktCoins pursuant to the then-prevailing Exchange Rate in accordance with Section 2(c) below.

b.         Payments to be Earned by Creator.  The Company will pay the Creator the following:

(i)        Views; CPM.  The Company will pay the Creator according to the views of the Creator's videos as calculated on the Platform ("Views").  As of the Effective Date, one (1) View is counted every seven (7) seconds that a video owned by that creator is displayed on the Platform, anywhere that video appears, including when that video is played as part of a playlist file created by another user on the Platform.  How a View is calculated may be changed at a later date in response to market conditions in the Company's sole discretion.  The Company will pay the Creator in the amount of 300 SnaktCoins (currently USD 3.00) for every 1,000 Views of the Creator's videos.

(ii)       Bonuses.  The Company will pay the Creator a channel launch bonus of 10,000 SnaktCoins after the Creator performs the following steps: first, posts his or her first video to the Platform pursuant to Section 3(a) below, and second, posts his or her first post to the Creator's primary social media accounts pursuant to Section 3(c) below.

c.         Exchanging SnaktCoins.  The Company will perform an exchange of the Creator's SnaktCoins for monetary payments (an "Exchange") as follows:

(i)        Eligibility; Initial Threshold.  In order to be eligible for an Exchange, a Creator shall earn at least 100,000 SnaktCoins (currently USD 1,000), in aggregate across all channels owned by that Creator (the "Initial Threshold"), and this Initial Threshold may be changed at a later date in response to market conditions in the Company's sole discretion.  

(ii)       Eligibility; Maintaining and Reinstating.  A Creator will remain eligible for an Exchange if or she continues to perform all responsibilities under this Addendum, including without limitation, those in Section 3 below, with the exception of occasional weeks when the Creator is unable to post due to a vacation or other personal reasons and the Creator provided the Company with prior notice.  If a Creator fails to perform his or her responsibilities under this Addendum for more than one week in a row without providing prior notice to the Company, the Company may suspend the Creator's eligibility for an Exchange.  The Company may reinstate a suspended Creator's eligibility at the Creator's request.  Any determinations and decisions regarding a Creator's eligibility or ineligibility for an Exchange are at the Company's sole discretion.

(iii)      Initiating Exchange.  Once a Creator is eligible for an Exchange, the Creator may initiate an Exchange at any time by contacting the Company, either via the Company's platform or via email or other means of written communication, stating the number of SnaktCoins that the Creator wishes to exchange.

(iv)       Completing Exchange.  Once the Company has received a request for an Exchange, the Company may conduct any review necessary pursuant to Section 2(e) below and then shall initiate a monetary payment, based on the Exchange Rate as of the time of the request, no later than 90 days after the date of the request.

d.         Methods of Payment.  All payments by the Company to the Creator will occur by electronic transfer via ACH, Chase QuickPay, or PayPal as elected by the Creator herein.  The Company shall not be responsible or liable for any delays in the processing of such electronic transfers.  The Creator may be responsible for any fees charged by financial institutions or processing services, including without limitation, fees for international payments into currencies other than the US Dollar.

e.         Review by the Company.  The Company reserves all rights to review the number, identity, source, and circumstances of any Views on the Platform, in order to determine whether they are bona fide and not generated by any systematic, algorithmic, or fraudulent means, and any such determination is in the sole discretion of the Company.  If the Company has any reason to believe that any Views are not bona fide, the Company may in its sole discretion take any action it deems necessary, including without limitation, reducing the number of Views or SnaktCoins attributed to the Creator, reducing, delaying, eliminating, or canceling exchange payments to the Creator, terminating this Addendum pursuant to Section 4(b) below, terminating the Creator’s account(s) on the Platform, and/or demanding a refund of any exchange payments to the Creator for Views that the Company has reason to believe are not bona fide; Creator shall pay any such refund to the Company within five (5) business days of the Company’s demand.

f.          Rights.  The Creator hereby acknowledges and agrees that SnaktCoins create no rights or property interests other than those expressly provided by this Addendum or other future agreements between the Company and the Creator.

3.         Responsibilities of the Creator.

a.         Posting Content and Engaging on the Platform.  Beginning on the Effective Date, Creator shall post new, original video content to the Creator’s official, dedicated channel(s) on the Platform at least twice per week per channel (the “Content”).  The Content shall be of similar type and quality to that previously made by the Creator on the Creator’s other social media accounts.  Creator shall also engage with fans and other users on the Platform in a similar way to how the Creator typically engages with fans and other users on other social media platforms (including, without limitation, responding to fans’ communications on the Platform, engaging with other creators on the Platform, appearing in other creators’ content on the Platform, etc.).  Creator’s actions under this Section shall represent Creator’s best efforts to obtain the largest possible audience to view the Content on the Platform and to achieve the largest possible number of Views on the Platform.  The Content shall be initially exclusive to the Platform, with the exception of excerpts not to exceed 20% of the Content, and the Content may be distributed in its entirety outside the Platform twenty-four (24) hours after it is posted on the Platform, unless agreed to in writing by the Parties in advance.  The Company may use part or all of the Content, as well as any likenesses or other images that the Creator uses as avatar images on his or her channels on the Platform, in its own marketing, advertising, promotional, and social media efforts.

b.         Maintenance of Content and Archive on the Platform.  Creator shall maintain all Content as publicly available posts on the Platform, unless Company provides prior express written approval that some quantity of the Content may be deleted from the Platform or hidden from public view on the Platform, with the exception of Content that has been posted on the Platform for less than three (3) hours, in which case Creator may delete or hide the particular Content as long as Creator provides replacement Content or otherwise satisfies the requirements of Section 3(a) above.

c.         Posting on Other Social Media Platforms.  Throughout the term of this Addendum pursuant to Section 4 below, Creator shall make best efforts to promote Creator’s Content on the Creator’s other social media accounts (including without limitation, on YouTube, Instagram, Twitter, Snapchat, and Facebook), including, where appropriate, excerpts of the Content, distribution of the Content pursuant to Section 3(a) above, links to where the Content may be viewed on the Platform, messages regarding the Content, links to online locations where people may download the Company’s software, and prominent inclusion of the Creator’s account on the Platform among any listing or display of the Creator’s accounts on social media platforms.

d.         Media Availability.  During the term of this Addendum, the Creator shall be reasonably available to provide interviews or quotes to media outlets regarding the Creator’s involvement with the Company and the Platform.

4.         Term and Termination.

a.         Term.  This Addendum shall commence on the Effective Date and will remain in effect until six (6) months after the Effective Date, or until terminated by the Company or in accordance with this Section 4, whichever comes earlier.  The term of this Addendum may be renewed for an additional time period by mutual consent of the Parties, in writing, at any time before termination.

b.         Termination for Breach.  Either party may terminate this Addendum if the other party is in default of any material obligation or limitation herein or contained in the Terms of Service.  The terminating party shall give the other party detailed written notice of the grounds for termination under this Section 4(b).  This Addendum shall terminate if the grounds for termination are not cured within ten (10) days after the receipt of such written notice or if such breach cannot be cured.

c.         Effect of Termination.  Upon the termination of this Addendum each party shall promptly return all of such other party’s proprietary information, and other information, documents, and other materials belonging to the other party, except as may be otherwise provided in this Addendum. 

d.         Survival.  The rights, obligations and limitations under Sections 2(e) shall survive termination of this agreement. 

5.         Miscellaneous.

a.         Independent Contractors.  The parties do not intend to create and nothing in this Addendum shall be interpreted to create a joint venture, partnership, franchise, or principal and agent relationship.  The relationship of the parties is that of independent contractors.  Neither party is an agent, representative, or partner of the other party. 

b.         Notices.  All notices and other communications under this Addendum will be in writing and will be deemed given when delivered upon confirmed receipt of an email.  The Creator’s email address is written below.  The Company may be reached at creators@snakt.com.

c.         Headings.  Headings used in this Agreement are for reference purposes only and will not be deemed a part of this Agreement.

d.         Entire Agreement.  This Addendum and the Terms of Service (which are incorporated herein by reference) constitutes the entire agreement of the parties hereto with respect to its subject matter and may be amended or modified only in writing and signed by duly authorized officers of both parties.  This Addendum supersedes all previous, contemporaneous and inconsistent agreements, negotiations, representations, understandings and promises between the parties, written or oral, regarding the subject matter hereunder.  There are no oral or written collateral representations, agreements or understandings except as provided herein.  

Last Revised: June 15, 2017