INTERSPACE MULTI-CHANNEL NETWORK (MCN) TERMS & CONDITIONS
Effective Date: 19/06/2025
Version: 1.1
Governing Law & Compliance: Federal Republic of Nigeria (including the Nigerian Copyright Act 2022 and NDPR) and applicable YouTube MCN/Partner Program policies and platform rules.
0. DEFINITIONS
“Agreement” means these Terms & Conditions and all Order Forms/Invoices executed by the Parties.
“Creator” means the individual or entity onboarding channels to InterSpace’s MCN/CMS.
“Channel(s)” means YouTube channels onboarded to InterSpace’s MCN/CMS, whether Creator-owned or provisioned by InterSpace.
“Ready-to-Use Channel(s)” means a channel created, owned, and provisioned by InterSpace for Creator’s operational use under license.
“Services” means MCN/CMS administration, rights management, monetization, compliance, support, analytics, and related services described herein.
“YouTube Policies” means all applicable YouTube Terms, Partner Program rules, Content ID policies, MCN rules, and enforcement practices.
1. APPOINTMENT & SCOPE
1.1 Appointment. Channels provisioned by InterSpace (newly created or Ready-to-Use) shall only enter the MCN/CMS after monetization eligibility is met and monetization is successfully enabled. Creator acknowledges that newly created channels must pass YouTube’s monetization review independently of InterSpace. Upon executing this Agreement and paying applicable fees, Creator appoints InterSpace as exclusive MCN/CMS rights-management partner for the Channel(s). :
(a) Creator-owned Channel(s): invited into InterSpace’s CMS; or
(b) Ready-to-Use Channel(s): created and provisioned by InterSpace for Creator’s operational use.
1.2 Scope of Services. InterSpace performs MCN functions including channel aggregation, rights management, monetization, policy compliance, metadata administration, reporting, and revenue distribution from eligible YouTube income streams.
1.3 Subcontracting/Tools. InterSpace may use third-party tools, vendors, or subcontractors to deliver Services.
1.4 Policy & Law Adherence. Creator accepts: (i) this Agreement; (ii) YouTube Policies; (iii) Nigerian Copyright Act 2022; (iv) NDPR and other applicable privacy/IP laws.
2. ONBOARDING, ELIGIBILITY & FEES
2.1 Onboarding Fees (Creator-Owned & New Channels). One-time fees apply per the selected package and cover administrative processing and MCN onboarding. Fees are due prior to activation. For newly created channels, all onboarding fees are strictly non-refundable.
2.2 Ready-to-Use Channels.
InterSpace may create and assign Ready-to-Use Channels for Creator’s operational use. Title/ownership remains with InterSpace unless a separate, signed Channel Transfer Agreement explicitly transfers ownership.
All Ready-to-Use Channel Licensing & Integration Fees are non-refundable, including for newly created channels.
Newly created channels will not be added to InterSpace’s MCN/CMS until the channel meets YouTube’s monetization eligibility requirements AND monetization has been successfully enabled.
This includes:
Meeting current YouTube Partner Program (YPP) thresholds;
Having an enabled and active AdSense;
Passing YouTube monetization review without violations.
Until monetization is enabled, the channel remains outside the MCN/CMS and will only receive basic operational access (if applicable).
2.3 Compliance/Mapping/Integration Fees. Certain Channel types or volumes may require additional Compliance & Rights Management, CMS Mapping, or copyright/verification fees. These are disclosed case-by-case and are refundable only if the specific integration step fails for reasons solely attributable to InterSpace (see §2.5).
2.4 Activation Prerequisites. No access to InterSpace’s MCN/CMS or Creator Hub is granted until: (i) all required fees are paid in full; and (ii) all agreements are executed; and (iii) requested KYC/ownership documents are supplied and approved.
2.5 Refund Policy (Consolidated).
a) Newly Created Channels — Strict No Refunds.
InterSpace does not issue refunds for newly created channels (including Ready-to-Use Channels or channels created/provisioned by InterSpace). Once creation or provisioning begins, all associated fees become fully non-refundable.
b) MCN Integration Timing for Newly Created Channels.
Newly created channels are only eligible for MCN/CMS mapping after meeting full YouTube monetization requirements and obtaining an active, enabled monetization approval from YouTube. If a newly created channel fails monetization review, is denied, or requires re-submission, no refund applies.
c) Eligibility Timing (Post-Completion Only).
Refund requests for Creator-owned channels are considered only after InterSpace completes the full onboarding workflow: agreement execution, identity/ownership verification, compliance & rights checks, CMS/MCN mapping, policy configuration, and Creator Hub provisioning. No mid-process refunds.
d) Sole-Fault Standard (Full Refund).
A full refund applies only if onboarding fails solely due to InterSpace’s fault after §2.5(c). If any client/platform factor contributes (policy violations, strikes, missing proof, monetization ineligibility, external changes), no refund applies.
e) Chargebacks. Chargebacks/reversals during onboarding are a material breach; InterSpace may suspend Services and recover bank/gateway fees.
f) Timing & Deductions. Approved refunds process within 2 business days of approval, via original method/currency where practicable. Bank/FX/gateway fees are not recoverable and are deducted.
g) Process. Email Billing with account email, invoice number, payment date, and grounds; InterSpace may request additional documentation.
2.6 Technical/Compliance Issues. If unforeseen technical/compliance work is required, additional fees may apply. InterSpace will disclose and obtain confirmation before proceeding.
3. DUTIES OF INTERSPACE MCN
3.1 Rights, Monetization & CMS. Configure and maintain MCN/CMS settings, policies, reference files; manage ingest, conflicts, whitelists/allow-lists, and takedowns; enforce brand-safety.
3.2 Revenue & Settlements. Collect eligible YouTube revenues (Ads, YT Music, Shorts, Content ID where applicable); provide periodic statements; disburse Creator’s share per Agreement; support tax/GST/VAT docs to the extent available from platforms.
3.3 Compliance & Fraud Defense. Monitor compliance, artificial traffic/invalid activity; implement risk flags, holds, or suspensions to avert platform penalties; provide incident reports and remediation guidance when feasible.
3.4 Quality & Optimization. Review metadata/programming hygiene; advise on policy-safe optimization (titles, thumbs, descriptions, claims strategy); advise on Content ID best practices.
3.5 Support, Analytics & Strategy (Creator Hub). Provide Creator Hub access for configuration/analytics/asset management; ticket-based support; periodic playbooks/insights.
3.6 Optional Benefits (Not Guaranteed; Eligibility-Based). Possible cross-promotion, editorial/seasonal collaborations, partner discounts, policy escalation assistance, and Quarterly Business Reviews (QBRs) at InterSpace’s discretion.
3.7 Service Targets (Non-Binding). Ticket acknowledgment within 1–2 business days; payments processed per Agreement after platform remittance; compliance incidents triaged promptly with material updates.
3.8 Ready-to-Use Channels. InterSpace maintains title/ownership and regulatory oversight; grants Creator operational rights subject to policy; may revoke operational rights for material breach/fraud/platform risk; conducts periodic audits to protect channel health.
4. CREATOR OBLIGATIONS
4.1 Lawful/Licensed Content. Upload only original or properly licensed content/assets; maintain all rights/permissions/releases; provide accurate metadata/credits/ownership declarations.
4.2 Policy Compliance & Anti-Fraud. No infringements, counterfeit claims, artificial/paid views, spam, or policy breaches. Adhere to YouTube Policies and applicable laws. Promptly notify InterSpace of strikes/warnings and cooperate in remediation.
4.3 Exclusivity. Do not affiliate the same Channel with another MCN or create conflicting CMS mappings. Do not appoint third parties that undermine MCN/CMS administration or reporting.
4.4 Cooperation & Information. Provide timely KYC/tax/ownership documents; respond to compliance/dispute inquiries; secure accounts; keep contact/billing info current.
4.5 Promotion License. Grant InterSpace a limited, revocable, non-exclusive license to use Channel name/logo/likeness for promotional/network branding tied to the Services.
4.6 Ready-to-Use Channels (Operational License). Creator shall not transfer, sell, encumber, or attempt to unlink such Channels without InterSpace’s prior written consent. Access is operational only and contingent on ongoing compliance; title remains with InterSpace unless separately transferred in writing.
4.7 Breach Consequences. InterSpace may suspend monetization, disable uploads/claims, or remove Channel(s) to prevent penalties; may withhold payments reasonably suspected to be derived from invalid activity pending investigation; material breach/fraud/repeat violations may result in termination and damages recovery.
4.8 Indemnity. Creator indemnifies InterSpace for third-party claims, fines, claw-backs, or losses arising from Creator’s breaches of warranties, policies, or laws.
4.9 Confidentiality (Systems & Materials). Creator shall not share screenshots/videos/documents or internal materials from InterSpace’s CMS/Creator Hub or related systems without prior written consent; applies during and after engagement.
5. COMPENSATION & REVENUE SHARE
5.1 Split. Unless otherwise agreed in writing, the standard revenue split is 95/5 (Creator/InterSpace) on eligible YouTube revenues.
5.2 Payouts. Monthly, subject to: (i) platform clearance/remittance cycles (typically 30–90 days), (ii) minimum payout thresholds, (iii) completed KYC/tax info, and (iv) absence of unresolved policy disputes.
5.3 Withholding/Offsets. InterSpace may withhold or offset amounts (including future earnings) to account for platform claw-backs, invalid activity, chargebacks, or policy penalties, and may suspend payouts during good-faith investigations.
5.4 Taxes/FX/Fees. Payouts are net of payment processor/bank/FX fees and applicable withholding taxes. Creator is responsible for its own taxes.
6. TERM & TERMINATION
6.1 Term. 24 months, auto-renewing unless a Party gives 60 days’ written notice prior to expiry.
6.2 Immediate Termination by InterSpace. For fraud, material breach, repeated policy violations, or platform sanctions posing risk to the network.
6.3 Creator Termination. Requires full settlement of outstanding fees, written notice, and proper CMS unlinking procedures.
6.4 Effect on Ready-to-Use Channels. On termination, operational rights cease and Channel(s) remain the sole property of InterSpace unless a separate signed transfer agreement provides otherwise.
6.5 Survival. §§4.7–4.9, 5.3–5.4, 7, 8, 9, 10, and 12 survive termination.
7. INTELLECTUAL PROPERTY & CONTENT RIGHTS
7.1 Creator-Owned Channels. Creator retains ownership of original content on Creator-owned Channels.
7.2 Ready-to-Use Channels. InterSpace retains title/ownership, branding, and CMS structure. Any transfer of ownership requires a separate signed Channel Transfer Agreement and full payment of transfer consideration.
7.3 Licenses to InterSpace. Creator grants InterSpace the rights necessary to monetize/manage content, operate CMS/claims, and perform promotional uses per §4.5.
7.4 Warranty/Indemnity. Creator warrants it owns/controls the rights it claims and indemnifies InterSpace for unlicensed/infringing content.
8. COMPLIANCE, RISK & CONFIDENTIALITY
8.1 Policies & Laws. Creator shall comply with YouTube Policies, Nigerian Copyright Act 2022, NDPR, and applicable global advertising/consumer standards.
8.2 Restricted Content. No hate speech, sexual exploitation, scams/fraud, medical misinformation, or misleading practices.
8.3 Protective Actions. InterSpace may suspend, demonetize, or remove non-compliant Channels with or without prior notice where necessary to prevent platform penalties. InterSpace may delay or decline CMS/MCN integration for newly created channels until YouTube monetization approval is confirmed. Monetization ineligibility, repeated review denials, or insufficient public watch metrics are not grounds for refund.
8.4 Confidentiality – External Requests. InterSpace will not provide CMS screenshots/clips to non-clients. Access is granted only through formal onboarding. Clients are equally bound to confidentiality; violation is a material breach.
8.5 Audit & Cooperation. InterSpace may request documents reasonably necessary to verify ownership/rights/compliance; Creator shall cooperate promptly.
9. DATA PRIVACY & SECURITY
9.1 Data Minimization. InterSpace collects only data necessary for MCN operations.
9.2 No Sale. Data is not sold or repurposed outside Service delivery.
9.3 Operational Sharing. Data may be shared with YouTube, regulators, payment processors, or vendors solely to deliver the Services and comply with law.
9.4 Security. InterSpace uses reasonable technical and organizational measures appropriate to the nature of the data processed.
10. DISPUTES, LIABILITY & GOVERNING LAW
10.1 Dispute Resolution. Parties shall first attempt amicable resolution; failing that, mediation or binding arbitration in Rivers State, Nigeria, in English, per applicable rules.
10.2 Limitation of Liability. InterSpace is not liable for platform policy changes, demonetization/suspension, platform downtime, delayed payouts, or losses from takedowns. To the maximum extent permitted by law, InterSpace’s aggregate liability under this Agreement shall not exceed fees paid by Creator to InterSpace in the twelve (12) months preceding the claim.
10.3 Governing Law & Venue. Nigeria law governs; exclusive venue is Rivers State, Nigeria.
10.4 Force Majeure. Neither Party is liable for delays/failures due to events beyond reasonable control (e.g., platform outages, government action, strikes, network failures, acts of God).
11. NOTICES & AMENDMENTS
11.1 Notices. Notices are valid if sent to the emails/addresses on file or through the Creator Hub.
11.2 Amendments. InterSpace may update these Terms to reflect law/policy/operational changes, with notice to Creator. Continued use after effective date constitutes acceptance.
12. MISCELLANEOUS
12.1 Independent Contractors. The Parties are independent contractors. No partnership, agency, or joint venture is created.
12.2 Assignment. Creator may not assign or transfer this Agreement without InterSpace’s prior written consent. InterSpace may assign to an affiliate or successor.
12.3 Severability. If any provision is unenforceable, the remainder remains in effect.
12.4 Entire Agreement; E-Signature. This Agreement (including referenced documents) is the entire understanding and may be executed electronically in counterparts.
