InterSpace Multi-Channel Network (MCN) Terms and Conditions

Effective Date: 19/06/2025 · Version: 1.2, expanded 25 September 2026 · Governing Law & Compliance: Federal Republic of Nigeria (including the Nigerian Copyright Act 2022 and the Nigeria Data Protection Act 2023 / NDPR) and the applicable YouTube Partner Program, Content ID, MCN and platform policies as amended from time to time.

These Terms & Conditions (the “Terms”) govern the relationship between InterSpace Distribution Limited, a company incorporated in the Federal Republic of Nigeria with its principal office at Suite 12, DDS Complex, 24 Airport Road, Rukpokwu, Port Harcourt, Rivers State (“InterSpace”, “InterSpace MCN”, “we”, “us”), and the individual or entity that applies to join, or is admitted to, the InterSpace Multi-Channel Network (the “Creator”, “you”). InterSpace and the Creator are each a “Party” and together the “Parties”.

By submitting an application, executing an Order Form, paying an onboarding fee or accepting an invitation into InterSpace’s YouTube content management system, you confirm that you have read, understood and agreed to be bound by these Terms, that you are at least 18 years old (or the age of majority in your jurisdiction, if higher), and that you have authority to bind any entity on whose behalf you act. If you do not agree, do not apply and do not accept the invitation.

0. DEFINITIONS

Capitalised terms have the meanings given below. Words in the singular include the plural and vice versa.

• “Agreement” means these Terms together with every Order Form, invoice, package description, Channel Transfer Agreement, schedule or written variation executed or accepted by the Parties, each of which is incorporated by reference. In the event of conflict, a signed Order Form prevails over these Terms only for the specific matter it addresses.
• “Creator” means the individual, band, label, production company, media house or other entity that onboards, or seeks to onboard, one or more Channels to InterSpace’s MCN or CMS, together with its employees, officers, agents and authorised representatives.
• “Channel(s)” means any YouTube channel linked to, mapped into or administered through InterSpace’s MCN or CMS, whether Creator-Owned or Ready-to-Use, including every video, Short, live stream, community post, playlist, asset, reference file and claim associated with it.
• “Creator-Owned Channel” means a Channel that the Creator created, owns and controls before onboarding and which is invited into InterSpace’s CMS as a managed or affiliate channel.
• “Ready-to-Use Channel” means a Channel that InterSpace created, owns and provisions, and to which the Creator is granted operational rights under licence in accordance with sections 2.2, 3.8, 4.6 and 7.2. Ready-to-Use Channels are also referred to as “white-label channels” on InterSpace’s website.
• “CMS” means YouTube’s content management system (YouTube Studio Content Manager) and the rights-management, Content ID and reporting tools it provides to InterSpace as a YouTube-approved partner.
• “Content ID” means YouTube’s automated content-identification and claiming system, including reference files, asset metadata, match policies, claims, disputes and appeals.
• “Creator Hub” means the InterSpace-operated portal through which the Creator submits documents, views statements and analytics, raises support tickets and manages the Channel settings InterSpace makes available.
• “Eligible Revenue” means monies actually received by InterSpace from YouTube or its payment partners that are attributable to the Channel(s), after YouTube’s own share, adjustments, refunds, claw-backs, invalid-traffic deductions and currency conversion, and which YouTube has cleared for remittance to the network.
• “Order Form” means the written or electronic document, invoice or package selection that records the Services purchased, the fees payable and any Channel-specific terms.
• “Services” means MCN and CMS administration, rights management, Content ID administration, monetisation set-up and support, policy and compliance monitoring, metadata administration, analytics, reporting, revenue collection and distribution, Creator Hub access and any related services described in these Terms or an Order Form.
• “YouTube Policies” means the YouTube Terms of Service, Community Guidelines, YouTube Partner Program policies, monetisation policies, Content ID and copyright policies, MCN and Content Manager rules, advertiser-friendly content guidelines, and any enforcement practice YouTube applies to networks and their channels, in each case as amended from time to time.
• “Invalid Activity” means any view, watch time, engagement, click or revenue that YouTube, an advertiser or InterSpace reasonably determines to be artificial, incentivised, automated, purchased, self-generated at scale or otherwise not the result of genuine viewer interest.
• “Confidential Information” means all non-public information disclosed by either Party in connection with the Agreement, including CMS screenshots, claim data, reference-file libraries, revenue statements, rate cards, playbooks, system access details and the terms of any Order Form.

1. APPOINTMENT & SCOPE

1.1 Appointment. Upon execution of the Agreement, payment of the applicable fees and satisfaction of the activation prerequisites in section 2.4, the Creator appoints InterSpace as its exclusive MCN and CMS rights-management partner for the Channel(s), and InterSpace accepts that appointment. The appointment takes effect per Channel on the date the Channel is successfully linked to InterSpace’s CMS. The appointment covers: (a) Creator-Owned Channels, which are invited into InterSpace’s CMS; and (b) Ready-to-Use Channels, which are created and provisioned by InterSpace for the Creator’s operational use.

1.2 Monetisation gate for provisioned Channels. Channels created or provisioned by InterSpace (whether newly created or Ready-to-Use) enter the MCN or CMS only after the Channel has independently met YouTube’s monetisation eligibility requirements and monetisation has been successfully enabled by YouTube. The Creator acknowledges that YouTube’s monetisation review is conducted by YouTube alone, that InterSpace cannot expedite, influence or guarantee its outcome, and that a channel which has not been approved for monetisation cannot be mapped into a network.

1.3 Scope of Services. InterSpace performs MCN functions including channel aggregation, rights management, Content ID asset and reference-file administration, monetisation configuration, policy compliance monitoring, metadata administration, brand-safety review, reporting and the distribution of Eligible Revenue. InterSpace does not produce, edit, upload or schedule the Creator’s content unless a separate production or channel-management package is purchased in writing.

1.4 No guarantee of outcomes. InterSpace does not guarantee any particular number of views, subscribers, revenue, RPM or CPM, playlist or algorithmic placement, or the approval, continuation or reinstatement of monetisation. The historical performance of other network channels is not a representation about the Creator’s Channel.

1.5 Subcontracting and tools. InterSpace may use affiliated companies, third-party tools, vendors and subcontractors to deliver the Services, provided InterSpace remains responsible to the Creator for the Services as a whole.

1.6 Adherence to policy and law. The Creator accepts and shall comply with: (i) this Agreement; (ii) the YouTube Policies; (iii) the Nigerian Copyright Act 2022; (iv) the Nigeria Data Protection Act 2023, the NDPR and any other privacy or intellectual-property law applicable to the Creator; and (v) the advertising, consumer-protection and disclosure rules of every territory at which the Creator’s content is directed.

1.7 Relationship to other InterSpace services. These Terms govern the MCN relationship only. Music distribution, publishing, SmartLinks and other InterSpace services are governed by their own agreements. Where a Creator is also a distribution client, YouTube Content ID income arising from sound recordings distributed by InterSpace is accounted for under the Distribution Agreement, not under section 5 of these Terms, unless an Order Form states otherwise.

2. ONBOARDING, ELIGIBILITY & FEES

2.1 Onboarding fees (Creator-Owned and new Channels). One-time onboarding fees apply per the selected package and cover application review, identity and ownership verification, compliance checks, CMS mapping, policy configuration and Creator Hub provisioning. Fees are payable in full before activation. For newly created channels, all onboarding fees are strictly non-refundable from the moment creation or provisioning begins.

2.2 Ready-to-Use Channels. InterSpace may create and assign Ready-to-Use Channels for the Creator’s operational use. Title to, and ownership of, a Ready-to-Use Channel, its Google account, its branding and its CMS structure remain with InterSpace at all times unless a separate, signed Channel Transfer Agreement explicitly transfers ownership after full payment of the transfer consideration. All Ready-to-Use Channel licensing and integration fees are non-refundable. A newly created Channel will not be added to InterSpace’s MCN or CMS until the Channel meets YouTube’s monetisation eligibility requirements and monetisation has been successfully enabled, which includes:

• meeting the current YouTube Partner Program (YPP) thresholds for subscribers and public watch hours or Shorts views;
• having an enabled, active and verified AdSense account associated with the Channel;
• passing YouTube’s monetisation review without active Community Guidelines strikes, copyright strikes or policy violations; and
• completing two-step verification and any identity verification YouTube requires.

Until monetisation is enabled, the Channel remains outside the MCN and CMS and receives only basic operational access, if any.

2.3 Compliance, mapping and integration fees. Certain Channel types or volumes (for example music channels with large back catalogues, channels with existing claims disputes, channels migrating from another network, or channels requiring per-video reference-file ingestion) may require additional compliance and rights-management, CMS mapping, verification or copyright-audit fees. These are quoted case by case before work begins and are refundable only if the specific integration step fails for reasons solely attributable to InterSpace, as set out in section 2.5(d).

2.4 Activation prerequisites. No access to InterSpace’s MCN, CMS or Creator Hub is granted until: (i) all required fees have been received in cleared funds; (ii) all agreements and Order Forms have been executed; (iii) the requested KYC, tax, ownership and channel-access documents have been supplied and approved; (iv) the Channel has accepted InterSpace’s CMS invitation; and (v) where applicable, the Creator has confirmed release from any previous network.

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 and any Channel created or provisioned by InterSpace. Once creation or provisioning begins, all associated fees are fully non-refundable.
• (b) MCN integration timing for newly created Channels. Newly created Channels are eligible for MCN or CMS mapping only after meeting YouTube’s full monetisation requirements and obtaining active, enabled monetisation approval. If a newly created Channel fails monetisation review, is denied, is placed under further review or requires re-submission, no refund applies.
• (c) Eligibility timing for Creator-Owned Channels. Refund requests for Creator-Owned Channels are considered only after InterSpace has completed the full onboarding workflow: agreement execution, identity and ownership verification, compliance and rights checks, CMS mapping, policy configuration and Creator Hub provisioning. No mid-process refunds are available.
• (d) Sole-fault standard. A full refund of the affected fee applies only where onboarding fails solely because of InterSpace’s fault after the workflow in (c) has completed. Where any Creator or platform factor contributes to the failure, including policy violations, strikes, missing or inaccurate documents, monetisation ineligibility, a prior network link that has not been released, a change to YouTube Policies, or the Creator’s failure to respond within ten (10) business days to a request from InterSpace, no refund applies.
• (e) Chargebacks. A chargeback, payment reversal or dispute raised with a bank or payment processor during or after onboarding is a material breach. InterSpace may immediately suspend the Services, unlink the Channel(s), recover the disputed sum together with bank and gateway fees, and decline future applications from the Creator.
• (f) Timing and deductions. Approved refunds are processed within two (2) business days of approval to the original payment method and in the original currency where practicable. Bank, foreign-exchange and gateway fees are not recoverable and are deducted from the refund.
• (g) Process. Refund requests must be sent to billing from the account email and must state the invoice number, payment date, amount and grounds. InterSpace may request additional documentation and will respond within ten (10) business days of receiving a complete request.

2.6 Technical and compliance work. If unforeseen technical or compliance work is required (for example resolving legacy claims, re-mapping assets, correcting ownership conflicts or reconstructing reference files), additional fees may apply. InterSpace will disclose the scope and cost and obtain the Creator’s confirmation before proceeding.

2.7 Taxes on fees. Fees are stated exclusive of VAT and any other applicable tax, which will be added at the prevailing rate where InterSpace is required to charge it.

2.8 Migration from another network. Where the Creator’s Channel is currently linked to another MCN, the Creator is responsible for obtaining a release from that network and for any notice period, unrecouped advance or exit fee owed to it. InterSpace will not map a Channel that remains linked elsewhere.

3. DUTIES OF INTERSPACE MCN

3.1 Rights, monetisation and CMS. Configure and maintain MCN and CMS settings, match and usage policies and reference files; manage ingestion, ownership conflicts, allow-lists, manual claims, disputes and takedowns; apply brand-safety and advertiser-friendly settings; and keep asset metadata accurate so that revenue routes to the correct Channel.

3.2 Revenue and settlements. Collect Eligible Revenue from the YouTube income streams to which the Channel is entitled (including advertising, YouTube Premium, YouTube Music, Shorts revenue sharing and Content ID claims where applicable); provide periodic statements through the Creator Hub; disburse the Creator’s share in accordance with section 5; and provide such tax, VAT or GST documentation as the platforms make available to InterSpace.

3.3 Compliance and fraud defence. Monitor Channel compliance and Invalid Activity; apply risk flags, holds, demonetisation or suspensions where reasonably necessary to avert platform penalties against the Channel or the network; and provide incident reports and remediation guidance where feasible.

3.4 Quality and optimisation. Review metadata and programming hygiene; advise on policy-safe optimisation of titles, thumbnails, descriptions, tags and end screens; advise on Content ID claiming strategy and asset best practice. Advice is given in good faith and is not a guarantee of results.

3.5 Support, analytics and strategy. Provide Creator Hub access for configuration, analytics and asset management; ticket-based support in English; and periodic playbooks and insights.

3.6 Optional benefits. InterSpace may, at its sole discretion and subject to eligibility, offer cross-promotion across InterSpace properties, editorial or seasonal collaborations, partner discounts, policy-escalation assistance with YouTube and Quarterly Business Reviews. None of these is guaranteed or forms part of the paid Services.

3.7 Service targets (non-binding). InterSpace aims to acknowledge support tickets within one to two (1–2) business days, to process payments in accordance with section 5 after platform remittance, and to triage compliance incidents promptly with material updates. These are targets, not warranties, and missing a target is not a breach.

3.8 Ready-to-Use Channels. InterSpace retains title, ownership and regulatory oversight of every Ready-to-Use Channel; grants the Creator operational rights subject to policy; may revoke operational rights for material breach, fraud or platform risk; and conducts periodic audits to protect channel health, including review of upload patterns, claim activity and traffic sources.

3.9 Escalations with YouTube. Where a Channel receives a strike, claim, demonetisation or suspension, InterSpace will, on request and where the facts support it, submit an appeal or escalation through the partner channels available to it. The outcome rests with YouTube.

4. CREATOR OBLIGATIONS

4.1 Lawful and licensed content. Upload only original content or content for which the Creator holds all necessary rights, licences, releases and permissions, including music, footage, images, fonts, artwork, performer and location releases; keep records of those rights for the term of the Agreement and three (3) years after; and provide accurate metadata, credits and ownership declarations. The Creator shall not claim, through Content ID or otherwise, any asset it does not own or control.

4.2 Policy compliance and anti-fraud. No infringement, counterfeit or fraudulent claims, artificial, incentivised or purchased views, subscribers or engagement, view-bots, click farms, misleading metadata, reused or repetitious content, spam or any other breach of YouTube Policies or applicable law. The Creator shall notify InterSpace within forty-eight (48) hours of any strike, warning, claim, demonetisation notice or legal complaint and shall cooperate fully in remediation.

4.3 Exclusivity. For the term of the Agreement the Creator shall not link the same Channel to another MCN, create conflicting CMS mappings, upload the same content to a competing network’s channels in a way that generates ownership conflicts, or appoint any third party in a manner that undermines InterSpace’s administration, claiming or reporting.

4.4 Cooperation and information. Provide timely KYC, tax and ownership documents; respond to compliance and dispute enquiries within five (5) business days; secure Channel and Google account credentials with two-step verification; keep contact, billing and payout information current; and grant and maintain the CMS permissions InterSpace reasonably requires.

4.5 Promotion licence. The Creator grants InterSpace a limited, revocable, royalty-free, non-exclusive licence to use the Channel name, logo, artwork and reasonable excerpts of content for promotional and network-branding purposes connected with the Services, including on InterSpace websites, decks and social media. The Creator may withdraw this licence on written notice, after which InterSpace will cease new uses within thirty (30) days.

4.6 Ready-to-Use Channels (operational licence). The Creator shall not transfer, sell, sub-license, encumber, rename in a manner that misrepresents ownership, change the recovery details of, or attempt to unlink a Ready-to-Use Channel without InterSpace’s prior written consent. Access is operational only and is contingent on continuing compliance and payment; title remains with InterSpace unless separately transferred in writing.

4.7 Breach consequences. InterSpace may suspend monetisation, disable uploads or claims, remove Channel(s) from the network, or take any other protective step reasonably necessary to prevent platform penalties; may withhold payments reasonably suspected to derive from Invalid Activity pending investigation; and, for material breach, fraud or repeated violations, may terminate the Agreement and recover its losses, including any claw-back, fine or penalty imposed on InterSpace by YouTube or an advertiser as a result of the Creator’s conduct.

4.8 Indemnity. The Creator shall indemnify, defend and hold harmless InterSpace, its affiliates, officers, employees and agents from and against all claims, demands, fines, penalties, claw-backs, losses, damages, costs and expenses (including reasonable legal fees) arising out of or connected with the Creator’s content, the Creator’s breach of any warranty, obligation, policy or law, or any claim that content on the Channel(s) infringes the rights of a third party.

4.9 Confidentiality of systems and materials. The Creator shall not share screenshots, recordings, exports, documents or other materials from InterSpace’s CMS, Creator Hub or related systems, nor disclose network rates, claim strategies or internal communications, without InterSpace’s prior written consent. This obligation applies during the term and for five (5) years after termination.

4.10 Minors and sensitive content. Channels featuring minors must comply with YouTube’s child-safety and made-for-kids rules and with applicable child-protection law. Content directed at children, or dealing with health, finance, politics or other regulated subjects, must carry the disclosures required in each territory at which it is directed.

4.11 Sponsorships and brand deals. The Creator remains free to enter sponsorship and brand-integration deals for Creator-Owned Channels, provided every paid placement is disclosed using YouTube’s paid-promotion settings and in accordance with applicable advertising standards, and provided no such deal conflicts with an exclusive arrangement recorded in an Order Form. Brand deals on Ready-to-Use Channels require InterSpace’s prior written approval.

5. COMPENSATION & REVENUE SHARE

5.1 Split. Unless otherwise agreed in a signed Order Form, the standard revenue split is 95/5 (Creator 95%, InterSpace 5%) of Eligible Revenue. Packages that include Ready-to-Use Channels, production services or advances may carry a different split, which will be stated on the Order Form.

5.2 Statements. InterSpace provides a statement for each calendar month in which Eligible Revenue is received, normally within fifteen (15) business days of YouTube’s remittance to the network, showing gross platform revenue attributable to the Channel, YouTube’s deductions where visible, InterSpace’s share, adjustments and the net amount payable. Statements are available in the Creator Hub.

5.3 Payouts. Payouts are made monthly, subject to: (i) platform clearance and remittance cycles, which are typically thirty to ninety (30–90) days after the month of viewing; (ii) the minimum payout threshold stated in the Creator Hub, below which balances roll forward; (iii) completed KYC and tax information; (iv) valid payout details; and (v) the absence of unresolved policy disputes, investigations or chargebacks. Payouts are made in USD, NGN or another supported currency selected by the Creator, at the exchange rate applied by InterSpace’s payment provider on the payout date.

5.4 Withholding and offsets. InterSpace may withhold or offset amounts, including against future earnings, to account for platform claw-backs, Invalid Activity adjustments, refunds, chargebacks, policy penalties, unpaid fees or sums owed under the indemnity in section 4.8, and may suspend payouts for the duration of a good-faith investigation, which InterSpace will endeavour to conclude within ninety (90) days.

5.5 Taxes, FX and fees. Payouts are made net of payment-processor, bank and foreign-exchange fees and of any withholding tax InterSpace is required by law to deduct. The Creator is solely responsible for reporting and paying its own income and other taxes and shall supply the tax forms InterSpace or the platforms require.

5.6 Statement disputes. A statement is deemed accepted unless the Creator notifies InterSpace in writing of a specific objection within sixty (60) days of the statement date. InterSpace will investigate objections raised in time and correct any error it confirms in the next payout.

5.7 Advances and recoupment. Where InterSpace agrees to pay an advance, the advance is recoupable from the Creator’s share of Eligible Revenue and, unless the Order Form states otherwise, is non-returnable but fully recoupable.

5.8 Records and audit. InterSpace keeps records of Eligible Revenue for at least three (3) years. Once in each calendar year, on thirty (30) days’ written notice and at the Creator’s cost, the Creator may appoint an independent accountant to inspect the records relevant to its statements at InterSpace’s offices during business hours. If an underpayment of more than ten per cent (10%) is found for the audited period, InterSpace will reimburse the reasonable cost of the audit.

6. TERM & TERMINATION

6.1 Term. The Agreement runs for an initial term of twenty-four (24) months from the date the first Channel is linked, and renews automatically for successive twelve (12) month terms unless either Party gives at least sixty (60) days’ written notice of non-renewal before the end of the then-current term.

6.2 Immediate termination by InterSpace. InterSpace may terminate the Agreement, or remove any Channel, immediately on written notice for fraud, Invalid Activity, material breach, repeated policy violations, non-payment, a chargeback, insolvency of the Creator, or platform sanctions that pose a risk to the network.

6.3 Termination by the Creator. The Creator may terminate at the end of the initial term or any renewal term by notice under section 6.1, and may terminate earlier only on sixty (60) days’ written notice, full settlement of all outstanding fees, repayment of any unrecouped advance and completion of InterSpace’s CMS unlinking procedure. Onboarding fees are not refunded on termination.

6.4 Termination for breach. Either Party may terminate on thirty (30) days’ written notice if the other Party commits a material breach that is capable of remedy and fails to remedy it within that period.

6.5 Effect of termination. On termination: (a) InterSpace will release Creator-Owned Channels from the CMS within thirty (30) days, after which the Creator is responsible for its own rights management; (b) operational rights to Ready-to-Use Channels cease and those Channels remain the sole property of InterSpace unless a separate signed Channel Transfer Agreement provides otherwise; (c) InterSpace will pay the Creator’s share of Eligible Revenue earned during the term in the ordinary payout cycles, including revenue remitted by YouTube after the termination date, less any withholding permitted by section 5.4; and (d) each Party will return or destroy the other’s Confidential Information on request, save for copies required by law or for record-keeping.

6.6 Survival. Sections 0, 2.5, 4.7 to 4.11, 5.3 to 5.8, 6.5, 7, 8, 9, 10, 11 and 12 survive termination or expiry.

7. INTELLECTUAL PROPERTY & CONTENT RIGHTS

7.1 Creator-Owned Channels. The Creator retains ownership of its original content, trade marks and branding on Creator-Owned Channels. Nothing in the Agreement transfers ownership of the Creator’s content to InterSpace.

7.2 Ready-to-Use Channels. InterSpace retains title to and ownership of Ready-to-Use Channels, including the Google account, channel name, branding, subscriber base and CMS structure. Content uploaded by the Creator to a Ready-to-Use Channel remains the Creator’s property, subject to the licence in section 7.3, and the Creator shall retain copies of its own files. Any transfer of ownership of a Ready-to-Use Channel requires a separate signed Channel Transfer Agreement and full payment of the transfer consideration.

7.3 Licences to InterSpace. The Creator grants InterSpace, for the term and any post-termination run-off period needed to collect and account for revenue, a non-exclusive, worldwide, royalty-free licence to host, reproduce, display, claim, monetise and manage the Creator’s content through YouTube’s systems, to create and use reference files and asset metadata, to operate Content ID claims, disputes and appeals, and to make the promotional uses permitted by section 4.5.

7.4 InterSpace materials. The Creator Hub, playbooks, templates, reports, analytics dashboards and all InterSpace software, know-how and trade marks remain InterSpace’s property. The Creator receives a limited licence to use them for its own Channel management during the term and may not copy, resell or reverse-engineer them.

7.5 Warranty and indemnity. The Creator warrants that it owns or controls all rights it claims, that its content does not infringe any third-party right or violate any law, and that no claim or dispute concerning its content is pending or threatened that it has not disclosed to InterSpace. The indemnity in section 4.8 applies to any breach of this warranty.

7.6 Third-party claims. If a third party asserts a claim over content on a Channel, the Creator shall provide InterSpace with proof of rights within five (5) business days. InterSpace may release, reject or hold the claim according to the evidence and the YouTube Policies and is not liable to the Creator for a decision made in good faith.

8. COMPLIANCE, RISK & CONFIDENTIALITY

8.1 Policies and laws. The Creator shall comply with the YouTube Policies, the Nigerian Copyright Act 2022, the Nigeria Data Protection Act 2023 and NDPR, and applicable global advertising, consumer-protection and content standards.

8.2 Restricted content. No hate speech, harassment, sexual exploitation, content sexualising minors, graphic violence for shock value, scams or fraud, medical or election misinformation, dangerous challenges, sale of regulated goods, or misleading or deceptive practices.

8.3 Protective actions. InterSpace may suspend, demonetise, place under review or remove non-compliant Channels with or without prior notice where necessary to prevent platform penalties, and may delay or decline CMS or MCN integration for newly created Channels until YouTube monetisation approval is confirmed. Monetisation ineligibility, repeated review denials or insufficient public watch metrics are not grounds for refund.

8.4 Confidentiality. Each Party shall keep the other’s Confidential Information confidential, use it only for the purposes of the Agreement, protect it with at least reasonable care, and disclose it only to employees, advisers and subcontractors who need to know it and are bound by equivalent obligations. InterSpace will not provide CMS screenshots or clips to non-clients; access is granted only through formal onboarding. Confidential Information does not include information that is or becomes public through no fault of the recipient, was lawfully known to the recipient before disclosure, or is independently developed. Disclosure required by law or a court is permitted provided the disclosing Party gives prompt notice where lawful.

8.5 Audit and cooperation. InterSpace may request documents reasonably necessary to verify ownership, rights or compliance, and may audit a Channel’s traffic sources, upload patterns and claims. The Creator shall cooperate promptly.

8.6 Sanctions and anti-corruption. Each Party warrants that it is not, and is not owned or controlled by, a person subject to sanctions administered by Nigeria, the United Nations, the United States, the United Kingdom or the European Union, and that it will comply with applicable anti-bribery and anti-money-laundering law.

9. DATA PRIVACY & SECURITY

9.1 Data minimisation. InterSpace collects only the personal data necessary for MCN operations, including identity, contact, ownership, tax and payout information, Channel analytics and support correspondence.

9.2 Purpose and legal basis. Personal data is processed to perform the Agreement, to comply with legal, tax and platform obligations, and for InterSpace’s legitimate interests in fraud prevention, network integrity and service improvement.

9.3 No sale. Personal data is not sold or repurposed outside the delivery of the Services.

9.4 Operational sharing. Data may be shared with YouTube and Google, payment processors, banks, tax authorities, regulators, professional advisers and vendors solely to deliver the Services and comply with law, and may be transferred outside Nigeria where those recipients operate, subject to appropriate safeguards.

9.5 Security. InterSpace applies technical and organisational measures appropriate to the nature of the data, including access controls, encryption in transit, two-step verification on CMS accounts and logging of administrative actions. The Creator is responsible for the security of its own devices and credentials.

9.6 Retention. Personal data is retained for the term and for as long afterwards as is required for accounting, tax, dispute and legal purposes, after which it is deleted or anonymised.

9.7 Rights. Data subjects may exercise the rights available under the Nigeria Data Protection Act 2023, the NDPR and, where applicable, the GDPR, by contacting InterSpace as set out in the Privacy Policy, which supplements this section.

10. DISPUTES, LIABILITY & GOVERNING LAW

10.1 Dispute resolution. The Parties shall first attempt to resolve any dispute amicably through good-faith negotiation between senior representatives within thirty (30) days of written notice of the dispute. Failing resolution, the dispute shall be referred to mediation and, if not resolved within a further thirty (30) days, to final and binding arbitration seated in Port Harcourt, Rivers State, Nigeria, conducted in English by a sole arbitrator appointed in accordance with the Arbitration and Mediation Act 2023. Nothing in this section prevents either Party from seeking urgent injunctive relief from a court of competent jurisdiction.

10.2 Limitation of liability. InterSpace is not liable for platform policy changes, demonetisation, suspension or termination of a Channel by YouTube, platform outages or bugs, delayed remittances by YouTube or payment providers, losses arising from takedowns or claims by third parties, or the acts or omissions of the Creator. To the maximum extent permitted by law, InterSpace shall not be liable for any indirect, consequential, special or punitive loss, loss of profit, loss of revenue, loss of data or loss of opportunity, and InterSpace’s aggregate liability under or in connection with the Agreement shall not exceed the fees paid by the Creator to InterSpace in the twelve (12) months preceding the event giving rise to the claim. Nothing in the Agreement excludes liability for fraud, for death or personal injury caused by negligence, or for any liability that cannot be excluded by law.

10.3 Governing law and venue. The Agreement is governed by the laws of the Federal Republic of Nigeria. Subject to section 10.1, the courts of Rivers State, Nigeria have exclusive jurisdiction.

10.4 Force majeure. Neither Party is liable for delay or failure to perform caused by events beyond its reasonable control, including platform outages or policy changes, government action, epidemic, war, civil unrest, strikes, network or power failures, cyber-attack and acts of God, provided the affected Party notifies the other promptly and uses reasonable efforts to resume performance. Payment obligations already accrued are not excused.

10.5 Time limit for claims. Any claim by the Creator arising out of the Agreement must be brought within one (1) year after the cause of action arises, failing which it is waived to the extent permitted by law.

11. NOTICES & AMENDMENTS

11.1 Notices. Notices are valid if sent to the email addresses or postal addresses on file, or delivered through the Creator Hub, and are deemed received on the next business day after sending (email or Creator Hub) or five (5) business days after posting. Each Party shall keep its notice details current.

11.2 Amendments. InterSpace may update these Terms to reflect changes in law, YouTube Policies or its operations by giving the Creator at least thirty (30) days’ notice through the Creator Hub or by email, except where a change is required by law or platform policy to take effect sooner. Continued use of the Services after the effective date constitutes acceptance. If the Creator objects to a material change, it may terminate under section 6.3 without the sixty-day notice period, provided it does so before the change takes effect.

11.3 Order Forms. Any variation specific to the Creator must be recorded in a signed Order Form or written amendment to be binding.

12. MISCELLANEOUS

12.1 Independent contractors. The Parties are independent contractors. Nothing in the Agreement creates a partnership, agency, employment or joint venture, and neither Party may bind the other.

12.2 Assignment. The Creator may not assign, novate or transfer the Agreement or any Channel appointment without InterSpace’s prior written consent. InterSpace may assign the Agreement to an affiliate or to a successor of its MCN business on notice to the Creator.

12.3 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable and the remaining provisions remain in full force.

12.4 Waiver. A failure or delay by either Party in exercising a right is not a waiver of that right, and a waiver of one breach is not a waiver of any other.

12.5 Entire agreement; electronic signature. The Agreement, including the documents it references, is the entire understanding between the Parties on its subject matter and supersedes all prior proposals, representations and discussions. It may be executed electronically and in counterparts, each of which is an original.

12.6 Third parties. Except for InterSpace’s affiliates and the indemnified persons in section 4.8, no third party has any right to enforce the Agreement.

12.7 Language. The Agreement is made in English. Any translation is for convenience only and the English text prevails.

12.8 Contact. Questions about these Terms may be sent to support@interspacemusic.com or to the postal address above.