Terms and conditions specific to the YouTube Channel Management service

Purpose and scope

These General Terms and Conditions of Sale (hereinafter referred to as »GTCS«) govern all contractual relations between VINADOU AGENCY (hereinafter referred to as »VINADOU» or the »Service Provider«) and any individual or legal entity (hereinafter referred to as the »Customer«) using its YouTube channel management and/or sponsored content production services.

Two types of customers are covered by these GTCS:

• YouTube channel owners who entrust VINADOU with the partial or total management of their chain (hereinafter referred to as »Chain Customer«).
• Brands and advertisers who wish to have sponsored content produced on channels managed by VINADOU (hereinafter »Brand Customer«).

Any order or signature of a quotation implies full and unreserved acceptance of these terms and conditions. VINADOU reserves the right to modify these terms and conditions at any time. The applicable version is that in force on the date of signature of the order form or service contract.

Definitions

• YouTube channel : YouTube account belonging to the Channel Customer, for which VINADOU acts as service provider.
• Manager access : level of access to the YouTube Brand Account allowing VINADOU to manage the channel without owning it.
• Sponsored content : any video, mention, product placement or other advertising format integrated into a video published on a VINADOU-managed channel, ordered by a Brand Customer.
• Commission : percentage deducted by VINADOU from the gross amount of a brand partnership concluded as part of the management of a client channel.
• Monthly package : fixed rate invoiced monthly for management services defined in the contract.
• Brief : document describing the expectations, constraints and deliverables expected of sponsored content.

Description of services

VINADOU offers three levels of management, the details of which are specified in the individual quotation or contract signed with the Chain Customer:

Any service not expressly mentioned in the signed contract will be subject to an additional quotation. VINADOU is not obliged to provide additional services without prior written agreement.

Brand Customers can order VINADOU to produce sponsored content on the channels it manages. Available formats are :

• Integrated mention (15 to 30 seconds in an existing video)
• Video dedicated to the product or service
• Unboxing or long format review

The Brand Customer submits a brief to VINADOU. VINADOU assesses compatibility with the editorial line of the channel concerned, and reserves the right to refuse any request that is incompatible with the channel's values, or that contravenes current regulations.

All partnership requests addressed directly to the owner of a VINADOU-managed channel must be redirected to VINADOU. VINADOU is the only authorized commercial contact for all partnership negotiations on the channels it administers.

Rates and payment terms

4.1 Management packages

The applicable rates are those set out in the individual quotation or contract accepted by the Customer. The indicative ranges are as follows for channels with fewer than 5,000 subscribers:

4.2 Terms of payment

A deposit of 50 % first month is due upon signature of the contract. The balance is due within 7 days of the start date.

Subsequent months are invoiced at the beginning of the month and payable within 7 days. Any delay in payment will result in immediate suspension of services without notice, as well as the application of late payment penalties calculated at the rate of 1.5 % per month of delay.

Payments are accepted by bank transfer (WIRE/ACH), Stripe or any other means expressly agreed in the contract.

4.3 Pricing of sponsored content

The indicative rates for channels with fewer than 5,000 subscribers are :

These rates are given as an indication and vary according to the niche, audience and channel concerned. A personalized quotation is systematically issued before any commitment is made.

4.4 Terms of payment - Trademarks

A deposit of 50 % of total amount excl. is due upon validation of the brief and estimate. The balance of 50 % is due upon delivery of the finalized video, before publication. No publication will be carried out before receipt of the balance.

Channel access and rights granted

5.1 Access level

To provide its services, VINADOU requires access at the following levels Manager to the Customer's YouTube Brand Account. This access allows VINADOU to manage videos, metadata, channel settings and related communications, without transferring ownership of the account.

The Customer remains the exclusive owner of the channel, its content and its revenues. VINADOU may under no circumstances transfer, sell or monetize the channel outside the defined contractual framework.

5.2 Customer obligations relating to access

The Customer undertakes to :

• Grant Manager access within 48 hours of contract signature.
• Not to modify, restrict or revoke such access during the term of the contract without VINADOU's prior consent, except in the event of a serious breach of VINADOU's obligations.
• Not to publish, modify or delete content on the channel unilaterally without informing VINADOU, except in a duly justified emergency.
• Inform VINADOU immediately of any notification, warning or restriction issued by YouTube on the Channel.

5.3 Restoring access

On expiry or termination of the contract, VINADOU undertakes to release the Manager access within 5 working days. VINADOU will not keep any copy of the channel's content beyond this period, unless the Customer agrees in writing.

Brand and commission partnerships

6.1 VINADOU's exclusive role

As part of the Growth and Full Management offers, VINADOU assumes the role of exclusive intermediary for all commercial negotiations relating to brand partnerships on the channels it manages. No direct negotiation between the channel owner and a brand is permitted without VINADOU's written agreement.

All partnership requests received directly by the owner must be forwarded to VINADOU within 24 hours.

6.2 VINADOU Commission

For all brand partnerships concluded via VINADOU on a client channel, VINADOU receives a commission of 20 to 25 % of the gross amount of the deal, according to the conditions specified in the individual contract.

This commission is deducted before being paid back to the chain owner. A receipt is sent to the chain customer for each transaction.

6.3 Transparency obligations

VINADOU undertakes to inform the owner of the channel of each partnership under negotiation and to obtain his agreement before any signature. No sponsored content may be produced or published without the express approval of the channel owner.

In accordance with applicable regulations, all sponsored content must be clearly identified as such in the video and in the YouTube metadata. VINADOU ensures this compliance for the channels it manages.

Obligations of the parties

7.1 VINADOU's obligations

VINADOU undertakes to :

• Carry out services with care and professionalism, mobilizing the necessary skills.
• Respect the deadlines agreed in the contract or the validated brief.
• Inform the customer of any event likely to affect services as soon as possible.
• Maintain the confidentiality of information provided by the Customer.
• Never publish content that has not been validated by the Channel Customer.
• Never use entrusted access for purposes unrelated to the contracted service.

VINADOU is subject to a obligation of means and not results. A channel's performance (views, subscribers, revenue) depends on factors beyond VINADOU's control, including YouTube algorithms, competition and the intrinsic quality of content.

7.2 Chain Customer obligations

• Provide VINADOU with the resources needed to carry out the services (raw video files, briefs, access).
• Respond to VINADOU's requests within a reasonable timeframe (48 working hours).
• Respect YouTube's terms of use for your own channel.
• Make payments on time.

7.3 Brand Customer obligations

• Provide a complete and accurate brief within the agreed deadlines.
• Ensure that the products or services presented comply with applicable legislation.
• Validate or reject deliverables within 5 working days of receipt. After this period, deliverables are deemed accepted.
• Make payments in accordance with article 4.4.

Contract duration and termination

8.1 Duration

Chain management contracts are concluded for a minimum term of 3 months, tacitly renewable for monthly periods.

8.2 Termination at the Customer's initiative

The Channel Customer may terminate the contract at the end of the minimum 3-month period, subject to prior notice of 30 days sent in writing (email with acknowledgement of receipt) to VINADOU.

Any termination before the expiry of the minimum period of 3 months gives rise to payment of the remaining months due, unless VINADOU is in serious breach of its obligations, duly recorded.

8.3 Termination at VINADOU's initiative

VINADOU may terminate the contract ipso jure, without compensation, in the following cases:

• Failure to pay within 15 days of formal notice.
• Serious breach by the customer of its contractual obligations not remedied within 10 days of formal notice.
• Customer behavior that damages VINADOU's reputation or the integrity of the managed channels.
• Violation of YouTube's terms of use, making it impossible to continue providing services.

8.4 Effects of termination

On the effective date of termination, VINADOU ceases all intervention on the channel and returns access within 5 working days. Amounts due at the date of termination remain payable. No refund of the current monthly package will be made on a pro rata basis.

Liability and limits

9.1 Limitation of liability

VINADOU's liability is limited to direct and foreseeable damage resulting from a proven fault in the execution of the services. VINADOU cannot be held responsible for:

• YouTube algorithmic decisions (demonetization, visibility modification, content deletion).
• A drop in chain performance due to external factors.
• Loss of AdSense revenue due to YouTube sanctions independent of VINADOU's actions.
• Indirect damage, loss of income, commercial loss or loss of image.

In any event, VINADOU's liability is capped at the amount of sums actually received under the contract concerned over the last 3 months prior to the triggering event.

9.2 Force majeure

VINADOU shall not be held liable in the event of force majeure, in particular in the event of interruption or modification of YouTube services, Internet failure, natural disaster or any other unforeseeable and irresistible event.

9.3 Intellectual property

Content created by VINADOU as part of the service (scripts, structures, thumbnails, SEO texts) remains VINADOU's intellectual property until full payment of the corresponding invoices. After full payment, these elements are transferred to the Customer under a non-exclusive license of use for the channel concerned.

Raw video content supplied by the Channel Customer remains its exclusive property.

Privacy and personal data

10.1 Privacy policy

VINADOU undertakes not to divulge to third parties any confidential information communicated by the Customer in connection with the performance of the contract. This confidentiality obligation extends to analytics data, revenues, content strategies and any other sensitive elements.

This obligation survives the end of the contract for a period of 2 years.

10.2 Personal data

As part of its services, VINADOU may have access to personal data linked to the channel (analytics data, account information). This data is processed in accordance with applicable regulations on the protection of personal data.

VINADOU does not transfer, sell or share this data with any unauthorized third party. If you have any questions regarding the processing of your data, please contact VINADOU at the address shown at the bottom of this page.

Applicable law and settlement of disputes

11.1 Applicable law

These GTC are governed by the laws of the State of New Mexico, United States, where VINADOU AGENCY is registered as a Limited Liability Company (LLC). In the event of any contradiction between the mandatory legal provisions of the Customer's country and these GTC, the mandatory legal provisions shall prevail.

11.2 Amicable settlement

In the event of a dispute concerning the interpretation or execution of these GTC, the parties agree to seek an amicable solution before taking any legal action. A request for mediation should be sent by email to VINADOU. The parties have 30 days to reach an amicable agreement.

11.3 Jurisdiction

Failing amicable settlement, any dispute shall be submitted to the exclusive jurisdiction of the courts of the State of New Mexico, United States, unless otherwise stipulated by law.