SceneSmith TV — Creator Agreement

1. Parties and Definitions

1.1 Parties

This Agreement is between SceneSmith ("Platform", "we", "us", "our"), operated by Safe Effective Alternatives, Inc., a Puerto Rico corporation, and you ("Creator", "you", "your"), the individual or entity publishing content on SceneSmith TV.

1.2 Definitions

• "Creator Content" — Any video, series, HotShot, trailer, image, audio, or other media you create, generate, upload, publish, or distribute through the Platform.
• "Monetizable Views" — Video views that meet all anti-fraud, CAPTCHA verification, and quality thresholds as determined by our systems at our sole discretion.
• "Creator Revenue" — The portion of advertising, subscription, and product placement revenue allocated to you under the revenue share described in Section 4.
• "Creator Dashboard" — The backend analytics and payout management interface available to eligible Creators.
• "Payout Period" — The calendar month during which Creator Revenue accrues, followed by accounting and payment per Section 5.
• "Minimum Payout Threshold" — The minimum accrued Creator Revenue required before a payout is issued ($25.00 USD).
• "Net Revenue" — Gross revenue minus payment processing fees, refunds, chargebacks, fraud adjustments, taxes collected on behalf of tax authorities, and any amounts owed to third-party AI providers.

2. Creator Eligibility

2.1 Requirements

To participate in the Creator Revenue program, you must:

• Be at least 18 years of age (or the age of majority in your jurisdiction)
• Maintain an active SceneSmith account in good standing
• Have published a minimum of 3 original Creator Content items that comply with all Platform policies
• Submit accurate taxpayer identification information (W-9 for US persons, W-8BEN for non-US persons)
• Provide valid payment information linked to a bank account in your legal name or registered business name
• Accept and comply with this Agreement in full

2.2 Ongoing Compliance

Eligibility is continuously evaluated. We reserve the right to suspend or terminate your participation in the Creator Revenue program at any time, with or without cause, at our sole discretion. Reasons for suspension include but are not limited to:

• Violation of any SceneSmith policy (Terms of Service, Acceptable Use, Content Rights)
• Suspected fraud, view manipulation, or artificial engagement
• Failure to maintain accurate tax or payment information
• DMCA takedown notices or intellectual property complaints against your content
• Content that generates legal liability for the Platform
• Inactivity exceeding 6 consecutive months

2.3 Verification

We may require identity verification, including government-issued photo identification, at any time. Failure to provide requested verification within 14 days will result in suspension of payouts and may result in termination from the program.

3. Creator Content Obligations

3.1 Content Responsibility

YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ALL CREATOR CONTENT. Without limiting the generality of the foregoing, you represent, warrant, and covenant that:

• All Creator Content complies with all applicable local, state, national, and international laws and regulations
• You have obtained all necessary rights, licenses, consents, and permissions for all elements in your content, including but not limited to likenesses, voices, music, trademarks, and copyrighted materials
• Creator Content does not infringe, misappropriate, or violate any third party's intellectual property rights, privacy rights, publicity rights, or any other proprietary rights
• Creator Content is accurately rated per our Content Rating System
• All required disclosures (FTC, AI-generated content, sponsored content, product placements) are properly included
• Creator Content does not contain any material that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable

3.2 AI-Generated Content Acknowledgment

You acknowledge and agree that:

• Content created using SceneSmith's AI tools is generated by third-party AI models over which neither you nor SceneSmith has complete control
• AI-generated outputs may inadvertently contain elements resembling copyrighted works, trademarks, or real persons
• It is YOUR sole responsibility to review all AI-generated content before publication and ensure it does not infringe any third-party rights
• SceneSmith provides no warranty that AI-generated content is free from intellectual property issues
• You assume all risk associated with publishing AI-generated content

3.3 Content Moderation

SceneSmith reserves the right to remove, demonetize, restrict, or modify the visibility of any Creator Content at any time, for any reason, at our sole discretion, with or without notice. Content removal does not create any obligation to provide refunds, credits, or compensation of any kind.

4. Revenue Share Structure

4.1 Revenue Sources

Creator Revenue may be derived from the following sources:

4.2 Net Revenue Calculation

All revenue shares are calculated on Net Revenue, which means gross revenue minus:

• Payment processing fees (typically 2.9% + $0.30 per transaction via Stripe)
• Refunds, chargebacks, and fraud-related reversals
• Applicable taxes, duties, and regulatory fees
• Third-party AI provider costs attributable to content generation
• DMCA-related legal and administrative costs (charged to Creator per Section 8)

4.3 Subscription Revenue Pool

Subscription revenue is pooled and distributed based on Proportional Watch Time: your share of total Monetizable Views across the Platform during the Payout Period. SceneSmith determines view validity and watch time calculations at its sole discretion using proprietary algorithms.

4.4 Revenue Share Adjustments

SceneSmith reserves the right to modify revenue share percentages with 60 days' written notice (via email or Dashboard notification). Continued publication of content after the effective date constitutes acceptance of the modified rates. If you disagree with any modification, your sole remedy is to cease publishing new content and terminate this Agreement per Section 12.

5. Payments and Accounting

5.1 Payment Schedule

• Accrual Period: Revenue accrues on a calendar month basis (the 1st through the last day of each month)
• Accounting Period: The 15 business days following the end of each accrual period, during which fraud review, view validation, and revenue calculations are finalized
• Payment Date: Payouts are issued within 45 days after the close of each Payout Period (e.g., January revenue is paid by approximately March 15)
• Minimum Threshold: Payouts are issued only when accrued Creator Revenue reaches or exceeds $25.00 USD. Amounts below the threshold roll over to the next Payout Period indefinitely. Upon account closure, remaining balances below $25.00 are forfeited

5.2 Payment Methods

Payouts are processed through Stripe Connect. Available methods include:

• Direct bank deposit (ACH for US; SWIFT/SEPA for international)
• Stripe balance (redeemable to linked bank account)

You are responsible for maintaining accurate and current payment information. SceneSmith is not liable for failed payments due to inaccurate information, bank rejections, or third-party processing delays.

5.3 Currency

All payments are denominated and processed in US Dollars (USD). Currency conversion fees for non-USD bank accounts are your responsibility and will be deducted by your financial institution, not by SceneSmith.

5.4 Accounting and Transparency

Through the Creator Dashboard, you will have access to:

• Real-time estimated earnings (updated daily, subject to adjustment)
• Monthly revenue reports with breakdowns by content, source, and geography
• Monetizable view counts and watch time analytics
• Payment history with transaction IDs and status
• Tax document generation (1099-NEC for US, applicable forms for international)

Important: Real-time estimates are not final. Final revenue figures are determined during the Accounting Period and may differ materially from estimates due to fraud adjustments, chargebacks, and view validation. SceneSmith's final calculations are binding and not subject to appeal except in cases of demonstrable mathematical error.

5.5 Audit Rights

SceneSmith may audit Creator accounts at any time. Discrepancies discovered during an audit may result in revenue clawbacks, deductions from future payments, or termination from the program. You have no corresponding audit right against SceneSmith's financial records or revenue calculations.

5.6 Disputes

Payment disputes must be submitted in writing within 30 days of the payment date. Disputes not raised within this window are waived. SceneSmith will investigate disputes within 30 business days and its determination is final.

6. Tax Obligations

6.1 Independent Contractor Status

You are an independent contractor, NOT an employee, agent, partner, or joint venturer of SceneSmith. This Agreement does not create any employment, partnership, agency, franchise, or joint venture relationship. You are solely responsible for:

• Paying all federal, state, local, and international taxes on Creator Revenue
• Self-employment taxes (FICA, Medicare, etc. for US persons)
• Obtaining any required business licenses or permits in your jurisdiction
• Compliance with all tax filing and reporting obligations

6.2 Tax Information

You must provide accurate tax information before receiving any payment. For US persons, this includes a completed IRS Form W-9. For non-US persons, this includes IRS Form W-8BEN or W-8BEN-E as applicable.

SceneSmith will withhold taxes as required by law. For US persons, we will issue IRS Form 1099-NEC for Creator Revenue exceeding $600 in a calendar year. For non-US persons, we may withhold up to 30% for US tax purposes unless a valid tax treaty exemption is documented.

6.3 Tax Indemnification

You indemnify and hold harmless SceneSmith from and against any tax liabilities, penalties, interest, or costs arising from your failure to properly report or pay taxes on Creator Revenue.

7. Creator Dashboard

7.1 Access

Eligible Creators receive access to the Creator Dashboard, which provides:

• Analytics: View counts, watch time, engagement metrics, audience demographics, and geographic distribution
• Revenue Reports: Detailed earnings breakdowns by content item, revenue source, and time period
• Payout Management: Payment history, upcoming payouts, tax document access, and payment method management
• Content Management: Publication status, monetization status, content claims, and moderation alerts
• Product Placement: Available brand partnership opportunities, placement history, and sponsorship management

7.2 Data Accuracy

Dashboard data is provided for informational purposes and may not reflect final figures. Real-time metrics are estimates only. SceneSmith makes no warranty regarding the accuracy, completeness, or timeliness of Dashboard data. Final revenue calculations are determined during the Accounting Period per Section 5.4.

7.3 Dashboard Availability

SceneSmith is not liable for Dashboard downtime, data loss, or inaccuracies. We do not guarantee uninterrupted access to the Dashboard.

8. DMCA, Copyright Claims, and IP Disputes

8.1 DMCA Compliance

SceneSmith complies with the Digital Millennium Copyright Act (DMCA). If we receive a valid DMCA takedown notice regarding your Creator Content:

• The content will be immediately removed or disabled
• You will be notified and given an opportunity to submit a counter-notice
• Revenue for the affected content will be frozen pending resolution
• If the claim is upheld, all frozen revenue for that content is forfeited and any previously paid revenue may be clawed back

8.2 Repeat Infringers

• First DMCA strike: Content removal, formal warning, and 30-day probation
• Second DMCA strike: Content removal, all monetization paused for 60 days
• Third DMCA strike: Permanent termination from the Creator Revenue program. All pending payouts forfeited. Account may be permanently suspended.

8.3 Legal Cost Allocation

You are responsible for all legal costs, damages, settlements, and judgments arising from IP claims against your Creator Content. If SceneSmith incurs any costs (including reasonable attorneys' fees) defending against claims related to your content, you agree to reimburse SceneSmith in full. SceneSmith may deduct such costs from your pending or future Creator Revenue.

9. Indemnification and Liability

9.1 Creator Indemnification

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS SCENESMITH, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, AND ASSIGNS from and against any and all claims, actions, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:

• Your Creator Content, including its creation, publication, monetization, distribution, and any use by viewers
• Your breach of any representation, warranty, or obligation in this Agreement
• Your violation of any third-party rights, including intellectual property, privacy, and publicity rights
• Your violation of any applicable law, regulation, or ordinance
• Any claim that your Creator Content caused harm to any individual or entity
• Your tax obligations or failure to properly report or pay taxes
• Any regulatory investigation or enforcement action arising from your content
• Your use or misuse of AI generation tools

This indemnification obligation survives the termination of this Agreement and applies regardless of the basis of the claim (negligence, strict liability, breach of contract, or otherwise).

9.2 Limitation of SceneSmith's Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• SCENESMITH'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL CREATOR REVENUE ACTUALLY PAID TO YOU IN THE 12 MONTHS PRECEDING THE CLAIM
• SCENESMITH SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION
• SCENESMITH SHALL NOT BE LIABLE FOR ANY ACTIONS TAKEN TO MODERATE, REMOVE, DEMONETIZE, OR RESTRICT YOUR CONTENT
• SCENESMITH SHALL NOT BE LIABLE FOR INACCURACIES IN DASHBOARD DATA, ANALYTICS, OR ESTIMATED EARNINGS
• SCENESMITH SHALL NOT BE LIABLE FOR PAYMENT PROCESSING DELAYS, ERRORS, OR FAILURES BY THIRD-PARTY PAYMENT PROCESSORS

9.3 No Warranty

THE CREATOR REVENUE PROGRAM AND CREATOR DASHBOARD ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

10. Content License Grant

10.1 License to SceneSmith

By publishing Creator Content on SceneSmith TV, you grant SceneSmith a worldwide, non-exclusive, royalty-free, sublicensable, transferable, perpetual, irrevocable license to:

• Host, store, reproduce, and distribute your Creator Content
• Display, publicly perform, and stream your Creator Content
• Create thumbnails, previews, clips, and promotional excerpts
• Include your Creator Content in algorithmic recommendations, feeds, and compilations
• Use your Creator Content in marketing, advertising, and promotional materials for SceneSmith
• Sublicense your Creator Content to advertising partners and distribution affiliates
• Modify, format, compress, and transcode your Creator Content for technical requirements

10.2 Irrevocability

The license granted in Section 10.1 is irrevocable. If you remove Creator Content or terminate your account, SceneSmith may retain copies for legal compliance, backup, and archival purposes. Previously distributed or cached versions may continue to be accessible through third-party services and CDNs.

10.3 Ownership

Subject to the license grant above, you retain ownership of your Creator Content to the extent permissible under applicable law. For AI-generated content, ownership is subject to the limitations described in our Content Rights & Licensing Policy.

11. Fraud, View Manipulation, and Artificial Engagement

11.1 Prohibited Conduct

The following activities are strictly prohibited:

• Purchasing, soliciting, or generating artificial views, likes, comments, or followers
• Using bots, scripts, or automated systems to inflate engagement metrics
• Participating in view-swapping, follow-for-follow, or engagement pods
• Circumventing or attempting to circumvent CAPTCHA or anti-fraud systems
• Creating multiple accounts to boost engagement or revenue
• Clickbait titles, thumbnails, or descriptions designed to mislead viewers
• Any other conduct intended to artificially inflate Creator Revenue

11.2 Consequences

If SceneSmith determines, in its sole discretion, that you have engaged in any prohibited conduct:

• All fraudulent revenue will be clawed back immediately
• All pending payouts will be frozen and potentially forfeited
• Your account may be permanently terminated
• SceneSmith may report suspected fraud to law enforcement
• You may be liable for all damages and costs SceneSmith incurs as a result

11.3 Determination

SceneSmith's determination of fraud or artificial engagement is final and not subject to appeal. We are not required to disclose the specific algorithms, data, or methods used to detect fraudulent activity.

12. Term and Termination

12.1 Term

This Agreement commences upon your acceptance and continues until terminated by either party.

12.2 Your Termination

You may terminate this Agreement at any time by providing written notice and ceasing to publish new Creator Content. Upon termination by you:

• Existing Creator Content may remain on the Platform per the license in Section 10
• Accrued Creator Revenue meeting the Minimum Payout Threshold will be paid on the next scheduled payout date
• Accrued Creator Revenue below the Minimum Payout Threshold is forfeited

12.3 SceneSmith's Termination

SceneSmith may terminate this Agreement and/or your participation in the Creator Revenue program at any time, with or without cause, by providing notice via email or Dashboard notification. Upon termination by SceneSmith:

• Without cause: Accrued Creator Revenue meeting the Minimum Payout Threshold will be paid within 90 days
• For cause: All pending payouts may be forfeited. "For cause" includes policy violations, fraud, IP infringement, or any breach of this Agreement

12.4 Survival

Sections 3 (Content Obligations), 6 (Taxes), 8 (DMCA), 9 (Indemnification), 10 (License Grant), 11 (Fraud), and 13 (Dispute Resolution) survive termination of this Agreement.

13. Dispute Resolution

13.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the Commonwealth of Puerto Rico and applicable United States federal law, without regard to conflict of law principles.

13.2 Mandatory Arbitration

ALL DISPUTES ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE RESOLVED EXCLUSIVELY BY BINDING ARBITRATION administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in San Juan, Puerto Rico. The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

13.3 Class Action Waiver

YOU AGREE THAT ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION. You may not consolidate claims with any other Creator or third party.

13.4 Small Claims Exception

Either party may bring qualifying claims in small claims court in the jurisdiction where the claimant resides.

13.5 Injunctive Relief

Nothing in this Section prevents SceneSmith from seeking injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.

14. General Provisions

• Entire Agreement: This Agreement, together with the Terms of Service, Privacy Policy, Content Rights & Licensing Policy, Acceptable Use Policy, and AI Content Disclosure Policy, constitutes the entire agreement between you and SceneSmith regarding the Creator Revenue program.
• Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.
• Waiver: SceneSmith's failure to enforce any provision of this Agreement does not constitute a waiver of its right to enforce that or any other provision in the future.
• Assignment: You may not assign or transfer this Agreement or any rights hereunder without SceneSmith's prior written consent. SceneSmith may assign this Agreement freely without notice.
• Notices: All notices under this Agreement must be sent in writing to the email address associated with your account (for notices to you) or to legal@scenesmith.ai (for notices to us).
• Force Majeure: SceneSmith shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, war, pandemic, government actions, third-party service outages, or internet disruptions.
• Modification: SceneSmith may modify this Agreement at any time with 30 days' notice. Your continued participation in the Creator Revenue program constitutes acceptance of the modified Agreement.
• Headings: Section headings are for convenience only and do not affect the interpretation of this Agreement.

15. Contact Information

For questions regarding this Creator Agreement:

• Creator Support: creators@scenesmith.ai
• Legal Inquiries: legal@scenesmith.ai
• Payment Issues: payments@scenesmith.ai
• DMCA Notices: dmca@scenesmith.ai