Content Purchase Agreement
THIS IS A TEMPLATE, NOT LEGAL ADVICE; HAVE A QUALIFIED ATTORNEY REVIEW BEFORE USE.
Effective Date: [EFFECTIVE DATE]
This Content Purchase Agreement (this "Agreement") is between [LEGAL ENTITY NAME], a [STATE] [entity type, e.g., limited liability company] doing business as "In Hand Reviews" ("Company," "we," "us," or "our"), and the individual who submits Content to us through [WEBSITE URL] (the "Site") ("Creator," "you," or "your"). Company and Creator are each a "Party" and together the "Parties."
1. Acceptance of This Agreement
1.1. Clickwrap acceptance. By checking the acceptance box and clicking "Submit" (or a similar button) when you submit a video through the Site, you agree to be bound by this Agreement. If you do not agree, do not submit Content.
1.2. Authority and age. You represent that you are at least 18 years old, are legally able to enter contracts, and are entering this Agreement on your own behalf.
1.3. Each submission is a separate transaction. This Agreement governs every video you submit to us. Each accepted submission forms a separate purchase under these terms.
2. What the Company Does (and Does Not Do)
2.1. Company purchases product-review videos from independent creators and publishes and monetizes them on platforms where Company or its owner has publication rights, including the Amazon Influencer Program storefront and product pages, YouTube, and other platforms (collectively, the "Platforms").
2.2. No program enrollment. Company is not a recruiter for, agent of, or gateway to the Amazon Influencer Program or any other third-party program. Company does not enroll you in any program, and this Agreement creates no relationship between you and Amazon, YouTube, or any other Platform.
3. Definition of "Content"
3.1. "Content" means each video you submit to us for purchase, together with all of its elements and accompanying materials, including: (a) the video recording and all footage; (b) all audio, narration, and voiceover; (c) any titles, captions, descriptions, scripts, or notes you provide; (d) any thumbnails or still images you provide; and (e) all drafts, raw footage, and alternate versions of the above that you deliver to us.
4. Submission, Review, and Acceptance
4.1. Submission is an offer, not a sale. Submitting Content is an offer to sell it to us. Submission alone does not obligate Company to purchase, pay for, publish, or use the Content.
4.2. Quality and authenticity review. Company will review each submission for quality, authenticity, and compliance with our guidelines and this Agreement. Acceptance is in Company's sole discretion.
4.3. Acceptance. A purchase occurs only when Company notifies you in writing (including by email or through the Site) that the Content is accepted ("Acceptance").
4.4. Rejection. If Company does not accept the Content, no fee is owed, no rights transfer to Company, and you keep all rights in the Content. Company will delete or cease using rejected submissions within a reasonable time, except for routine backups and records kept for legal compliance.
4.5. Pre-Acceptance review license. You grant Company a limited, non-exclusive, royalty-free license to view, copy, and internally evaluate submitted Content solely to decide whether to accept it. This license ends when the Content is rejected or is superseded by the assignment in Section 6.
5. Consideration: One-Time Fee and Discretionary Bonus
5.1. Base Fee. Upon Acceptance, Company will pay you a one-time, flat base fee in the amount stated on the Site or in our written offer at the time of your submission (the "Base Fee").
5.2. Discretionary Bonus. Company may, in its sole discretion, pay an additional one-time performance bonus (the "Bonus") based on criteria such as content quality or performance. No Bonus is owed unless Company expressly commits to it in writing. Any criteria Company publishes for Bonuses may change at any time for future submissions.
5.3. One-time payment; no royalties. The Base Fee plus any Bonus is the full and only compensation for the Content and all rights assigned under this Agreement. You will not receive royalties, residuals, revenue shares, or any other payment, no matter how the Content performs or how much revenue it generates.
5.4. Payment mechanics. Company will pay the Base Fee via [PAYOUT METHODS e.g. PayPal/Zelle] to the payout account you provide, within [NUMBER, e.g., 7] business days after Acceptance and after you have provided any required tax documentation under Section 12. You are responsible for providing accurate payout details and for any fees charged by your payment provider.
5.5. Sufficiency of consideration. You acknowledge that the Base Fee (plus any Bonus) is fair and adequate consideration for the assignment and other rights granted in this Agreement.
6. Assignment of Rights
6.1. Full assignment. Effective upon Company's payment of the Base Fee, you irrevocably sell, assign, transfer, and convey to Company all right, title, and interest in and to the Content, worldwide and in perpetuity, including: (a) all copyrights and copyright registrations, and the right to register them; (b) all rights to reproduce, distribute, publicly display, publicly perform, transmit, and create derivative works of the Content; (c) the rights to edit, cut, retitle, recaption, dub, subtitle, combine with other material, and otherwise modify the Content; (d) the rights to license, sublicense, sell, and transfer the Content to others; (e) the rights to publish and monetize the Content on Amazon, YouTube, and any other platform or medium, now known or later developed; and (f) all causes of action and remedies for past, present, and future infringement of the Content.
6.2. Fallback exclusive license. If, and only to the extent, the assignment in Section 6.1 is held invalid or unenforceable in any jurisdiction, you grant Company an exclusive, irrevocable, perpetual, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to exercise every right described in Section 6.1, to the maximum extent permitted by law.
6.3. Waiver of moral rights. To the maximum extent permitted by applicable law, you irrevocably waive (and agree not to assert against Company or its licensees) all moral rights and similar rights in the Content, including rights of attribution and integrity, and you consent to any use, edit, or modification of the Content, with or without attribution to you.
6.4. Further assurances. You will sign any documents and take any reasonable steps Company requests to confirm, register, or enforce the rights assigned in this Section, at Company's expense. You appoint Company as your attorney-in-fact, solely to execute such documents if you fail to do so within 14 days of a written request.
6.5. No reversion; Creator's restrictions after sale. After payment, the Content belongs to Company. You will not publish, license, sell, or distribute the Content (or substantially similar footage from the same recording session) anywhere, and you will delete or archive your copies on Company's request, except one private copy for your personal records.
7. Creator Name and Likeness
7.1. You grant Company a perpetual, worldwide, royalty-free license to use your name, username, voice, image, and likeness as they appear in or with the Content, and for attribution, marketing, and promotion of the Content and of Company's services (for example, featuring your video in a portfolio or showcase). Company may, but is not required to, credit you.
8. Creator Representations and Warranties
You represent and warrant, as of submission and again as of Acceptance, that:
8.1. Ownership and originality. You are the sole author and owner of the Content; the Content is original to you; and you have not previously sold, assigned, exclusively licensed, or encumbered it.
8.2. No infringement. The Content, and Company's use of it as permitted by this Agreement, does not and will not infringe or violate any copyright, trademark, right of publicity, right of privacy, or other right of any person, and is not defamatory or unlawful.
8.3. Releases. You have obtained written releases or consents from every identifiable person appearing in the Content, every voiceover performer, and the owner of any music, footage, images, fonts, or other third-party material included in the Content, sufficient to permit the assignment and uses described in this Agreement, and you will provide copies on request. If you cannot obtain such releases, you must not include that material or person.
8.4. No conflicts. You are not subject to any agreement (including any exclusivity, employment, agency, network, or brand agreement) that conflicts with this Agreement or restricts your right to sell the Content.
8.5. Honest review. The review in the Content reflects your genuine, honest opinion and experience. Where the Content states or implies that you used the product, you genuinely used it. You did not fabricate, exaggerate, or misrepresent your experience, and no one (including Company) paid you or promised you anything in exchange for expressing a positive opinion.
8.6. Legal compliance. The Content and your creation of it comply with all applicable laws and regulations, including the FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255) and the FTC's rule on consumer reviews and testimonials, and with any disclosure requirements that applied to you when creating the Content.
8.7. Age and capacity. You are at least 18 years old and have full legal capacity to enter this Agreement.
8.8. Accurate information. All information you provide to Company (including identity, contact, payout, and tax information) is accurate and current.
9. Honest-Opinion and FTC Policy
9.1. Company never pays for positive opinions. Company purchases honest reviews. Payment is for the Content and the rights in it — not for any particular opinion, rating, or sentiment. Acceptance decisions are based on quality and authenticity, not on whether the review is favorable.
9.2. You must not state or imply, anywhere, that Company paid you for a positive review. If you publicly discuss your work with Company, you must describe it truthfully.
9.3. Company may add, edit, or require disclosures on published Content as Company deems necessary to comply with FTC guidance or platform policies.
10. No Obligation to Publish
10.1. Company has no obligation to publish, use, promote, or continue displaying any Content, even after Acceptance and payment. Company may edit, shelve, or remove Content at any time, for any reason. Non-publication does not entitle you to any refund right, reversion of rights, or additional payment, and does not entitle Company to a refund of the Base Fee.
11. Independent Contractor Status
11.1. You are an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, joint venture, or franchise relationship. You are not entitled to any employee benefits.
11.2. You control your own equipment, schedule, methods, and manner of creating videos. Company buys finished Content; it does not direct or supervise your work.
11.3. You may work for or sell content to others, subject to Section 6.5 (no resale of purchased Content).
12. Taxes; W-9 and 1099
12.1. You are solely responsible for all taxes on amounts paid under this Agreement, including income and self-employment taxes. Company will not withhold taxes except where required by law.
12.2. US creators. If you are a US person, you will provide a completed IRS Form W-9 on request, and in any event before Company is required to report payments. Company may issue an IRS Form 1099-NEC (or other required form) if your payments meet the applicable reporting threshold.
12.3. Non-US creators. If you are not a US person, you will provide the applicable IRS Form W-8 and any other documentation Company reasonably requests. Company may withhold from payments where required by law.
12.4. Company may withhold payment until you provide required tax documentation.
13. Confidentiality
13.1. "Confidential Information" means non-public information Company shares with you, including content briefs, product lists, pricing, fee structures, performance data, and business methods.
13.2. You will use Confidential Information only to create and submit Content for Company, and will not disclose it to anyone else without Company's prior written consent. This obligation lasts for 3 years after your last submission, except trade secrets remain protected as long as they qualify as trade secrets.
13.3. Confidential Information does not include information that is or becomes public through no fault of yours, that you already lawfully had, or that you are required to disclose by law (with prompt notice to Company where lawful).
14. Indemnification
14.1. You will defend, indemnify, and hold harmless Company, its owners, officers, employees, and agents from and against all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of this Agreement, including any breach of the representations and warranties in Section 8; (b) any claim that the Content infringes or violates a third party's rights; (c) any claim by a person appearing in, or contributing to, the Content; or (d) your violation of law.
14.2. Company will give you prompt notice of any such claim and reasonable cooperation. Company may participate in the defense with its own counsel at its own expense, and you may not settle any claim in a way that imposes obligations on Company without Company's written consent.
15. Limitation of Liability
15.1. No indirect damages. To the maximum extent permitted by law, neither Party is liable to the other for indirect, incidental, consequential, special, punitive, or exemplary damages, or for lost profits or lost revenue, even if advised of the possibility.
15.2. Cap. Company's total liability under or relating to this Agreement will not exceed the total amounts Company actually paid you under this Agreement in the 12 months before the event giving rise to the claim.
15.3. Exceptions. The limits in this Section do not apply to your indemnification obligations under Section 14, your breach of Section 8, or either Party's fraud or willful misconduct, or to liability that cannot be limited by law.
16. Governing Law; Venue; Dispute Resolution
16.1. Governing law. This Agreement is governed by the laws of the State of [GOVERNING LAW STATE/COUNTY], without regard to its conflict-of-laws rules.
16.2. Informal resolution first. Before filing any claim, the complaining Party will send a written description of the dispute to the other Party ([CONTACT EMAIL] for Company), and the Parties will try in good faith to resolve it within 30 days.
16.3. Arbitration. Any dispute not resolved informally will be finally resolved by binding arbitration administered by [ARBITRATION PROVIDER, e.g., the American Arbitration Association] under its consumer or commercial rules, as applicable, before a single arbitrator, in [GOVERNING LAW STATE/COUNTY] or by remote proceeding. Judgment on the award may be entered in any court of competent jurisdiction. Either Party may instead bring an individual claim in small-claims court, and either Party may seek injunctive relief in court for infringement or misuse of intellectual property or confidential information.
16.4. Class action waiver. Disputes will be resolved only on an individual basis. Neither Party may participate in a class, collective, or representative action against the other. [NOTE TO OWNER: Have your attorney confirm arbitration and class-waiver enforceability in your state.]
16.5. Venue. For any matter not subject to arbitration, the Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in [GOVERNING LAW STATE/COUNTY].
17. General
17.1. Entire agreement. This Agreement, together with the submission guidelines and fee terms presented on the Site at the time of your submission, is the entire agreement between the Parties about the Content and replaces all prior discussions.
17.2. Modification. Company may update this Agreement for future submissions by posting a revised version on the Site. The version you accept at the time of each submission governs that submission. No other modification is effective unless in a writing signed by both Parties.
17.3. Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the rest of the Agreement remains in effect.
17.4. No waiver. A Party's failure to enforce a provision is not a waiver of it.
17.5. Assignment. You may not assign this Agreement. Company may assign it, including in connection with a sale of the business.
17.6. Survival. Sections 6 through 9 and 12 through 17 survive completion or termination of any transaction under this Agreement.
17.7. Notices. Company may send notices to the email address you provide. You may send notices to [CONTACT EMAIL].
17.8. Electronic signature. Your click-acceptance and electronic records satisfy any requirement that this Agreement be in writing and signed.