Terms of Service

Effective Date: 10-11-24

Welcome to Contour, LLC ("Contour," "we," "our," or "us"). These Terms of Service ("Terms") govern your access and use of our services, including our website, applications, products, and any other services provided by Contour (collectively, the "Services"). By using the Services, you agree to be bound by these Terms. If you do not agree, please discontinue use of the Services immediately.

Table of Contents:

1. Acceptance of Terms
2. Changes to the Terms
3. Your Use of the Services
4. Account Registration and Security
5. Content on the Services
6. User-Generated Content
7. Content Ownership and Licensing
8. Monetization and Revenue Sharing
9. Copyright and Intellectual Property Policy
10. Termination of Use
11. Liability
12. Publisher Account
13. Disclaimer of Warranties
14. Limitation of Liability
15. Indemnification
16. Compliance with Applicable Law
17. Choice of Law and Forum
18. Severability and Integration
19. Termination
20. Collection of Earnings
21. Intellectual Property
22. Publishing and Distribution of Content via the Contour Service
23. Terms and Conditions of Use of Website
24. Restriction on Use of Creators Comments, Live Chat & Forum
25. Miscellaneous
26. Contact Information

1. Acceptance of Terms

By accessing or using the Services, you confirm that you accept these Terms and our Privacy Policy. If you are using the Services on behalf of a business or organization, you are agreeing to these Terms on behalf of that entity and represent that you have the authority to bind that entity to these Terms.

2. Changes to the Terms

Contour reserves the right to modify these Terms at any time. We will notify you by posting the updated Terms on our website or through other reasonable means. Continued use of the Services after such changes indicates your acceptance of the updated Terms.

3. Your Use of the Services

You agree to use the Services only for lawful purposes and in accordance with these Terms. You must not:

• Violate any applicable laws, regulations, or third-party rights.

• Upload or distribute any unlawful, infringing, defamatory, obscene, or offensive content.

• Distribute harmful code such as viruses, malware, or spyware.

• Interfere with or disrupt the Services or networks connected to the Services.

We reserve the right to terminate your access to the Services if we believe, in our sole discretion, that your use violates these Terms or any applicable laws.

4. Account Registration and Security

Certain features may require you to create an account. You agree to:

• Provide accurate, current, and complete information when registering an account.

• Maintain the security of your account credentials.

• Notify us immediately of any unauthorized use or breach of security.

• Be responsible for all activities under your account.

5. Content on the Services

The content available on the Services, including text, graphics, images, and software, is owned by or licensed to Contour. You may access this content only for personal, non-commercial use unless otherwise specified. You may not modify, reproduce, distribute, or create derivative works from the content without express written permission.

6. User-Generated Content

You may be allowed to upload, submit, or share content through the Services ("User Content"). You retain ownership of your User Content, but by submitting it to Contour, you grant us a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, distribute, display, and perform your User Content in connection with the Services.

You represent and warrant that:

• You own or have the necessary rights to your User Content.

• Your User Content does not infringe third-party intellectual property or other legal rights.

7. Content Ownership and Licensing

All content provided by Contour, including trademarks, logos, software, and design elements, is protected by intellectual property laws. You are granted a limited, non-exclusive license to use the content strictly in accordance with these Terms.

8. Monetization and Revenue Sharing

If your account qualifies for a Contour Publisher account, you may monetize your content through the Services. You will receive 50% of the net advertising revenue from advertisements included within the Contour Player (the "Net Advertising Revenue"). Contour will retain an Agency fee equal to 50%. Net Advertising Revenues will be paid within thirty (30) days following the end of each month, and analytics will be reported through your Contour Publisher Dashboard.

Net Advertising Revenue is calculated as the gross amounts collected by Contour from the sale or license of advertisements, less any amounts due for hosting, taxes, litigation costs, exchange rates, and other direct costs.

Contour reserves the right to modify or introduce additional revenue streams and Agency fees. Any such changes will be reflected in the most recent version of this Agreement.

9. Copyright and Intellectual Property Policy

Contour respects the intellectual property rights of others and expects users to do the same. If you believe your copyrighted work has been infringed upon through the Services, you may submit a takedown notice as outlined in our Copyright Policy. Repeated violations of intellectual property rights may result in the suspension or termination of your account.

10. Termination of Use

We reserve the right to suspend or terminate your access to the Services at any time, with or without cause or notice, including if you violate these Terms. Upon termination, your rights to use the Services will cease, but certain provisions of these Terms will survive, including those regarding intellectual property, indemnification, limitation of liability, and dispute resolution.

11. Liability

Contour does not in any way endorse any Content submitted, including any opinion, recommendation, claims, advice, or position expressed therein, and Contour expressly disclaims all liability in connection with the Content and its publication. For the purposes of the Digital Millennium Copyright Act or similar legislation or regulations, all Content is considered user-generated content, and Contour's capacity as Agent does not make Content owned by Contour (unless expressly assigned to Contour under the terms of this Agreement) or uploaded by Contour.

In order to submit Content to Contour, you acknowledge that you are solely responsible for what is submitted and indemnify and hold Contour harmless from any and all claims arising from a breach of your representations, warranties, and covenants as set out in this Agreement. You also indemnify and hold Contour harmless from and against all third-party claims with respect to the Content and Contour acting as Agent in respect of the Content.

12. Publisher Account

If your account qualifies for a Contour Publisher account, any activity on the Contour Video Platform using the monetization options Contour offers will apply to your account as follows: "Net Advertising Revenues" means aggregate amounts collected by Contour arising from the license or sale of advertisements included within the Contour Player, less any amounts due for hosting, taxes, litigation costs, exchange rates, and other direct costs. Contour shall retain all amounts derived from all other advertisements, promotions, links, pointers, and similar services or rights. Contour Publisher is entitled to the Net Advertising Revenue, less an Agency fee equal to 50%, payable to Contour within thirty (30) days following the end of each month whenever a Contour Publisher uses any monetization options Contour offers. Analytics will be directly reported in the Publisher Dashboard within your Contour account.

13. Disclaimer of Warranties

All materials, information, software, products, and services included in or available through this site (the "Content") are provided "as is" and "as available" for your use. The Content is provided without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Contour does not warrant that the content is accurate, reliable, or correct; that this site will be available at any particular time or location; that any defects or errors will be corrected; or that the content is free of viruses or other harmful components. Your use of this site is solely at your risk.

Any material viewed, downloaded, or otherwise obtained through the use of this site is done so solely at your own discretion and risk, and you will be solely responsible for any damage, including without limitation personal injury or distress, damage to your computer system, or loss of data that results from the viewing or download of any such material. Because some jurisdictions do not permit the exclusion of certain warranties, these exclusions may not apply to you.

14. Limitation of Liability

Under no circumstances shall Contour, its subsidiaries, members, shareholders, agents, contractors, or employees be liable for any direct, indirect, punitive, incidental, special, or consequential damages that result from the use of, or inability to use, this site. This limitation applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Contour has been advised of the possibility of such damage. Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, Contour’s liability in such jurisdictions shall be limited to the extent permitted by law.

15. Indemnification

You agree to indemnify and hold Contour, its parent, subsidiaries, affiliates, officers, directors, agents, contractors, and employees harmless from and against any and all claims, expenses, and demands, including attorneys' fees, made by any third party due to or arising out of your use or misuse of this site, including claims relating to content you submit, post to, or transmit through this site, and your connection to and use of this site. Contour reserves the right to have control of any defense and control of any matter otherwise subject to indemnification by you. You agree to cooperate with Contour in asserting any available defenses.

16. Compliance with Applicable Law

You agree to comply with all applicable laws with respect to your use of the Contour Service. Without limiting the foregoing, you acknowledge and agree that Contour makes no representation that materials on this site or accessible via the Contour Service are appropriate or available for use in any particular locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the site or the Contour Service from any location do so on their own initiative, at their own risk, and are responsible for compliance with local laws. If you use the Contour Service in a jurisdiction that prohibits or restricts such use, your use will be subject to, without limitation, any other provision of the Terms of Use, and Contour shall not have any liability with respect to such use.

You further agree to comply with all state, provincial, and/or federal regulations with respect to the content you upload to Contour, including those regulations related to accessibility (e.g., closed captioning of content where required by law).

17. Choice of Law and Forum

These Terms of Use and the Agency Agreement shall be governed by and construed in accordance with the laws of Mississippi, excluding its conflicts of law rules. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms of Use, the Agency Agreement, or your use of the Contour Services shall lie only in Mississippi Superior Court or, at Contour's discretion, in a United States Federal District Court.

18. Severability and Integration

Unless otherwise specified herein, this agreement constitutes the entire agreement between you and Contour with respect to this site and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Contour with respect to the Contour Service or the Agency Agreement. If any part of these Terms of Use or Agency Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties. Or if that portion is not susceptible to such construction, it shall be replaced with a provision that is consistent with applicable law and which reflects, as nearly as possible, the original intentions of the parties. In either event, the remaining portions remain in full force and effect.

19. Termination

Contour reserves the right, in its sole discretion, to terminate your access to the Contour Service, with or without notice, for any reason, including, without limitation, if Contour believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Use or the Agency Agreement. This includes Contour's right to terminate your ability to upload videos, post comments, collect revenue, or any function available via the Contour Service.

Contour has a zero tolerance for any violation of Content Policies and/or Conduct outlined in these Terms, especially, but not limited to, copyright infringement. If a user is found in violation, the account may be suspended and/or terminated. The determination of suspension or termination is at the sole discretion of Contour.

You acknowledge and agree that Contour shall not be liable to you or any third party for any termination or suspension of your access to the Contour Services.

20. Collection of Earnings

As Agent, Contour is authorized to collect any applicable earnings ("Earnings") derived from the publication, licensing, display, and/or other use (collectively, the "Use") of your Content on your behalf pursuant to this Agreement. The Earnings payable to you after deducting applicable amounts are referred to herein and defined as the "Creator Earnings."

Creator Earnings are calculated by applying the applicable Agency Fee (see table below) to the Earnings 

21. Intellectual Property

You affirm, represent, and warrant that you have the legal right to submit the Content to the Contour Service, that you have all necessary right and authority to appoint Contour as your Agent in accordance with the selected Agency Option as described herein, and that you are legally entitled to enter into the Agency Agreement.

You further represent and warrant that any Content submitted does not contain third-party copyrighted material, or material that is subject to other third-party proprietary, intellectual property, or contractual rights or interests, unless you have express written permission from the rights holder of the Content to enter into this Agreement. In the event you claim to have been granted such rights from a third party, you agree to furnish evidence of the same in writing forthwith upon request by Contour. You are required to obtain such written permission before submitting such Content to the Contour Service. Such written permission must not be limited in any way, shall be exclusive, and shall remain in effect for the duration of this Agreement.

Any infringement or other violation of a third party's rights with respect to the Content submitted by you to the Contour Service, which has been identified as such by Contour or by a third party, may immediately and without notice to you result in the removal of such Content. It is Contour's strict policy to comply with all applicable intellectual property laws and regulations of which it is aware. You hereby agree to defend, indemnify, and hold harmless Contour, its agents, employees, contractors, directors, officers, and shareholders, as to any allegations, demands, claims, investigations, or disputes arising from your submission of Content to Contour and/or monetization of your Content, insofar as it relates to any infringement or violation of the intellectual property rights, proprietary rights, contractual rights, or other rights of a third party.

You acknowledge and agree that except for the Assignment Option discussed below, this Agency Agreement does not assign ownership of any copyright for or in the Content to Contour, and that all payments made to you pursuant to this Agreement are amounts earned by you from the monetization of your Content, less expenses and Contour's Agency Fees (as defined below) and are not royalties or license fees. If you receive payments from Contour as the person authorized by the creator or rights holder to retain Contour as Agent, you indemnify and hold harmless Contour from and against any claim by the creator or rights holder in respect of your receipt of such payments and in respect of Contour's Agency.

22. Publishing and Distribution of Content via the Contour Service

Contour may, but is not obliged to, have your Content published and displayed through various media channels and in various formats via the Contour Service, in its sole commercial discretion based upon the Agency Option you select. Contour reserves the right to decline or reject any Content submitted to the Contour Service.

23. Terms and Conditions of Use of Website

This website, [www.contourguide.com, watch.contourguide.com or any other website or sub-domain operated by Contour] (the "Contour Site"), is operated by Contour LLC. Contour is a user-generated content agency that provides a video exchange, video hosting platform, and video player. Contour provides access to user-generated videos and other content ("Content") via the Contour Site, via the Contour video player application (the "Contour Player") and otherwise, including through mobile apps and syndication (collectively, the "Contour Service" or "Platform"), under certain terms and conditions as set forth below.

24. Restriction on Use of Publishers/Creators Videos, Comments, Chat & Articles

Contour may from time to time offer an online forum, live chat, and comments for "Creator Discussions" (the "Forum") where users of the Contour Service and creators of Content may discuss matters pertaining to the Content and/or the Contour Service. Your participation in Comments or the Forum is entirely voluntary. As participation may occur in real time, and therefore you or others may post something to comments or the Forum that has not been edited, censored, or otherwise controlled by Contour. Notwithstanding the foregoing, Contour reserves the right to monitor messages on Comments and the Forum and to remove messages that Contour, in its sole discretion, determines to be undesirable, inciting violence, harmful, offensive, or otherwise in violation of these Terms of Use. Contour is not responsible nor liable for any failure or delay in removing such messages or for the removal of any messages it deems inappropriate for any reason at its sole discretion.

The following additional rules apply to the Forum:

• You may not post or transmit any message which is libelous, defamatory, or which discloses private or personal matters concerning any person or entity.
• You may not post or transmit any message, file, image, video or program which is indecent, obscene, or pornographic.
• You may not post or transmit any message that would violate the rights of others, including but not limited to the unauthorized use, publication, or disclosure of copyrighted materials, trade secrets, or other confidential or proprietary information.
• You may not post anything that uses trademarks or service marks in an infringing fashion.
• You may not interfere with another user's use or the functionality of Contour Services.
• You may not post or transmit any message which is abusive, inciting violence, harassing, harmful, hateful, anti-Semitic, racist, or threatening.
• You may not post or transmit any messages pertaining to charity requests, petitions for signatures, requesting donations, relating to pyramid schemes, or pertaining to the manipulation of the Contour Service.
• You may not use Contour’s Services to conduct or solicit the performance of any illegal activity or other activity which infringes the rights of others.
• You also agree that you will not harvest or collect information about users of Contour’s Services or use such information for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic e-mail or communications. Without limiting the generality of the foregoing, you further agree that you will not knowingly solicit or collect personal information from a child 18 years old or younger.