Creator Terms of Use

FAIRGROUND ENTERTAINMENT
CREATOR TERMS OF USE

Last updated June 9, 2025

These Terms of Use (as they may be updated or revised, the “Terms of Use”) set forth the terms between you (“you”)and Fairground Entertainment Inc. (“Fairground”) with respect to your submission of content to Fairground. Please read this carefully as it is a legally binding agreement between you and Fairground.

1. DEFINED TE/RMS. All defined terms used herein shall include all forms, variations, and conjugations thereof. In addition to the other terms defined elsewhere herein, the following terms shall have the following meanings:
   
   a. “Content” shall mean audiovisual, visual, and/or audio content that you submit to Fairground.
   
   b. “Service” shall mean the Fairground owned, operated, and/or branded platform, service, products, and/or features.

2. OWNERSHIP OF CONTENT; LICENSE TO USE.
   a. As between you and Fairground, you own your Content, including the copyright to the Content.
   b. By providing Content to Fairground, you grant to Fairground, during the Term (as defined in Section 3 below), a worldwide, non-exclusive, royalty-free (except as otherwise specifically set forth herein), sublicensable and transferable license to use that Content (including to reproduce, distribute, prepare derivative works, display and perform it) in connection with the Service and Fairground’s (and its successors’ and affiliates’) business, including for the purpose of promoting and redistributing part or all of the Service as well as the right to edit, modify, rearrange, alter, insert advertising into, and monetize each piece of Content; and the right to advertise, market, and promote each piece of Content and/or each distributor of each piece of Content, and, in connection therewith, to use excerpts from each piece of Content for such purposes (collectively, the “Rights”).
   c. In addition to the Rights, you hereby grant Fairground and its licensees the right, during the Term, in all media now known or hereafter devised, throughout the world, to use your name, and likeness, voice, and biography in connection with each piece of Content and the exploitation of the Rights.

3. TERM. As to each piece of Content, the Rights granted by you to Fairground commence upon your submission of such piece of Content to Fairground and shall continue for a commercially reasonable period of time after you remove or delete such piece of Content from the Service (the “Term”). You understand and agree, however, that Fairground may retain, but not display, distribute, or perform, server copies of your Content that have been removed or deleted from the Service.

4. FINANCIAL TERMS.
   a. Fairground will pay you a sum equal to FIFTY PERCENT (50%) of the Net Receipts generated from the Content. “Net Receipts” shall mean one hundred percent (100%) of the sums received on a non-refundable basis by Fairground directly attributable to the Content solely during the Term minus (i) any revenue shares, costs, fees and expenses owed by Fairground in connection with its exploitation of the Content on/by third-party platforms and/or services, if applicable; (ii) any taxes or similar fees owed with respect to such revenue (excluding Fairground’s income tax); (iii) any actual, verifiable agency fees, commissions and sales costs attributable to advertising inserted into, or associated with, the Content; (iv) any costs related to the insertion of ad breaks into the Content; and (v) any costs related to the delivery or ingestion of the Content.
   
   b. Fairground will report to you and pay you the sums owed you pursuant to these Terms of Use on a quarterly basis within one hundred twenty (120) days of the end of each calendar quarter. If the quarterly payment due you is less than $100 USD, then Fairground may withhold such amount due until the next quarterly payment period where the aggregate quarterly payment owed to you exceeds $100 USD or the conclusion of the Term.
   
   c. Fairground shall pay you all sums due you hereunder via Fairground’s payment system as Fairground may update same from time-to-time. Currently Fairground uses Stripe and you agree to integrate with Stripe and/or, as applicable, provide Fairground with all required documentation and information to enable Fairground to pay you via Stripe. You are responsible for the payment of all applicable taxes.

5. CONTENT GUIDELINES. You agree that each piece of Content, and all parts thereof including the music contained therein, if any: will be original with you and not copied or based upon any other work; will not violate or infringe upon the trademark, trade name, copyright or any other rights of third parties; and will comply with all applicable laws, rules and regulations. You further agree that you have the right to provide the Content to Fairground pursuant to the terms of these Terms of Use and to fully perform all of your obligations herein.

6. INDEMNITY. You shall indemnify and hold Fairground harmless from any claim, loss, liability or damage (including attorney’s fees) arising from a breach by you of these Terms of Use or Fairground’s authorized use of the Content as set forth herein.

7. REMOVAL OF YOUR CONTENT.
   a. You may remove your Content from the Service at any time.
   
   b. Fairground does not guarantee that any Content will be made available through the Service. Fairground reserves the right to, but does not have any obligation to, (i) monitor, remove, edit, modify or otherwise manipulate any Content in Fairground’s sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Fairground is concerned that you may have violated these Terms of Use), or for no reason at all and (ii) to remove or block any Content from the Service.

8. NO WARRANTIES. THE SERVICE IS PROVIDED “AS IS”, “AS AVAILABLE,” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. FAIRGROUND, ITS AFFILIATES, AND ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, CONTRACTORS, AND LICENSEES (COLLECTIVELY, THE “FAIRGROUND ENTITIES”) DO NOT REPRESENT OR WARRANT THAT: (I) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

9. LIMITATION OF LIABILITY. IN NO EVENT SHALL THE FAIRGROUND ENTITIES BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE: (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING); (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $500.00. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

10. MODIFICATION. Fairground reserves the right, in Fairground’s sole discretion, to modify or replace any part of these Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Service or by sending you notice through the Service, via e-mail or by another applicable means of communication. Fairground may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. While Fairground will timely provide notice of modifications, it is also your responsibility to check these Terms of Use periodically for changes. Your continued use of the Service following notification of any changes to these Terms of Use constitutes your acceptance of those changes.

11. ASSIGNMENT: Fairground may assign, transfer, license, delegate, and/or grant all or any part of its rights, privileges, and property hereunder to any person or entity. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, and permitted assigns. You may not assign the Agreement or any of your rights or obligations. Any purported assignment in violation hereof is null and void.

12. DISCLOSURE OF INFORMATION. Fairground reserves the right to access, read, preserve, and disclose any information as Fairground reasonably believe is necessary to: satisfy any applicable law, regulation, legal process or governmental request; enforce these Terms of Use, including investigation of potential violations hereof; detect, prevent, or otherwise address fraud, security or technical issues; respond to user support requests; or protect the rights, property or safety of Fairground, Fairground’s users and the public.

13. NOTICES. Any notice, approval, consent, or other communication (any of which, a “notice”) required or permitted to any party under the Agreement shall be in writing to the addresses set forth herein or such other addresses as the parties shall inform each other of, in writing, and shall be delivered personally, by courier; by FedEx; by UPS; by US mail that provides tracking information and proof of delivery such as, without limitation, Express Mail, Priority Mail, or US mail with a return receipt; or via email. All notices (other than those delivered via email) shall be deemed to have been duly given or made as of the date delivered or if delivery is refused, then as of the date presented. Any notice delivered via email shall be deemed to have been duly given or made as of the date that receipt is electronically confirmed. Notices may also be delivered via any other method and shall be deemed duly given or made upon actual receipt by the intended recipient.

14. FEEDBACK. Any feedback, comments, or suggestions you may provide regarding the Service is entirely voluntary and Fairground will be free to use such feedback, comments or suggestions as Fairground sees fit and without any compensation or obligation to you.

15. GOVERNING LAW; VENUE: These Terms of Use shall be construed and interpreted pursuant to the laws of the State of California as it applies to contracts entered into and performed wholly within California. Any legal proceedings arising out of or relating to the Agreement or its alleged breach shall be brought in the federal or state courts located in Los Angeles, to the exclusion of any other forum.

16. LIMITATION ON LEGAL ACTION. YOU AND FAIRGROUND AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

17. MISCELLANEOUS. Nothing in these Terms of Use shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting any party as the agent of the other party for any purpose whatsoever and no party shall have the authority or power to bind the other party or to contract in the name of or create a liability against any other party in any way or for any purpose. Any provision of the Agreement that contemplates performance or observance subsequent to termination or expiration of the Agreement or that would reasonably be expected to be performed subsequent to termination or expiration of the Agreement (including, without limitation, any terms governing confidentiality, limitation of liability, and/or indemnification herein) shall survive termination or expiration of the Agreement and shall continue in full force and effect. The captions used in connection with the sections, paragraphs and subparagraphs of the Agreement are used only for purposes of reference and shall not be deemed to govern, limit, modify or in any manner effect the scope, meaning or intent of the provisions of the Agreement or any part thereof, nor shall such captions be given any legal effect. This Agreement cancels and supersedes all prior agreements and understandings between the Parties relating to the subject matter hereof, and contains all of the terms, conditions and promises of the Parties hereto and no modification of any provision hereof shall be valid or binding unless in writing. Nothing herein contained shall be construed so as to require the commission of any act contrary to law and wherever there is any conflict between any provision of the Agreement and any present or future law, contrary to which the Parties have no legal right to contract, the latter shall prevail, but in such event, the provision(s) of the Agreement effected shall be curtailed and limited only to the minimum extent necessary to bring it within the requirements of such law.