Atrium Terms of Service

DRAFT - pending legal review

Effective date: [EFFECTIVE DATE]

These Terms of Service ("Terms") are an agreement between you and Atrium Distribution LLC ("Atrium," "we," "us"), a [Delaware] limited liability company at 8 The Green, STE R, Dover, DE 19901, USA. They cover your use of Atrium, including app.atriumdistro.com, the Atrium Discord server, and the Atrium Discord bot (together, the "Service"). By using the Service, you agree to these Terms and to our Privacy Policy. If you don't agree, don't use the Service.

1. What Atrium does

Atrium runs paid clipping campaigns for clients such as music artists and brands ("Clients"). Creators ("Clippers") make short-form clips of campaign content, post them on their own YouTube or TikTok accounts, and submit them to Atrium. Atrium reviews submissions, tracks public video metrics, and pays Clippers for eligible views. Clients see campaign results in a dashboard. Atrium never posts to your social accounts.

[If Clients sign a separate agreement with Atrium, that agreement controls where it conflicts with these Terms.]

2. Eligibility

You may use the Service only if:

• you are at least 18 years old and the age of majority where you live;
• you can form a binding contract and are not barred from using the Service under applicable law; and
• you follow the terms and rules of every platform you use with Atrium, including YouTube, TikTok, Discord, and PayPal.

3. Your account, Discord, and linked accounts

• You join through the Atrium Discord server and bot. You must follow Discord's terms and our server rules.
• You link YouTube and TikTok accounts (and later Instagram) through the platform's official sign-in. Atrium never asks for your passwords. Link only accounts you own or control.
• Keep your information accurate, including your payout details. You are responsible for activity on your account.
• One person, one Atrium account, unless we allow otherwise in writing.

4. Campaigns and briefs

• Each campaign has a brief that sets its rules, such as required content, sounds, hashtags, captions, posting window, eligible platforms, CPM rate, budget, and any payout minimum or threshold.
• Your clips must follow the brief, these Terms, and the rules of the platform you post on, including any disclosure rules for paid or sponsored content. [Lawyer to confirm required disclosure language, e.g., FTC endorsement rules.]
• Use campaign source material only as the brief allows. Don't post content that is illegal, infringing, hateful, harassing, sexually explicit, misleading, or otherwise harmful.
• Campaigns can change, pause, or end at any time, including when the budget runs out.

5. Content ownership and license

• You keep ownership of the clips you make, subject to the rights of the owners of the source material.
• Source material. Campaign content belongs to the Client or its licensors. You may use it only for the campaign, as the brief allows. You must have all rights needed for anything else in your clip (for example, music, footage, or likenesses not supplied by the campaign).
• License to Atrium and the Client. When you submit a clip, you grant Atrium and the campaign's Client a worldwide, non-exclusive, royalty-free license to view, display, link to, and report on the clip and its metrics for running, reviewing, reporting on, and promoting the campaign. [Lawyer to confirm scope and duration, e.g., whether the license survives deletion of the clip, and whether Clients may repost or use clips in ads.]
• You confirm your submissions don't infringe anyone's rights or break any law or platform rule.

6. Submission review

Atrium staff review each submission and may approve or reject it at our discretion. We will give a reason for rejections. We may also remove a previously approved submission from a campaign if we later find it breaks the brief or these Terms. Our decisions are final, but you may contact us at team@atriumdistro.com with questions.

7. Earnings

• CPM. Earnings are calculated per 1,000 eligible views at the rate in the campaign brief.
• Eligible views only. Only views of approved clips that meet the brief and are counted within the campaign window are eligible. Views we believe are fake, bought, botted, or otherwise invalid are not eligible.
• Budget cap. Total payouts for a campaign can't exceed the Client's funded campaign budget. When the budget is used up, earnings stop, even if your clips keep getting views. [Lawyer to confirm how remaining budget is allocated among Clippers when it runs out.]
• Our records control. Earnings are based on Atrium's records of views and eligibility, which we get from platform data. If there is a dispute, our records decide.
• Minimums. Each campaign may set a minimum payout or other thresholds. Earnings below the threshold may not be paid [or may carry over - to confirm].
• No guarantee. Atrium does not guarantee any earnings, views, or campaign availability.

8. Payments, taxes, and your relationship with Atrium

• PayPal. We pay Clippers manually through PayPal, to the PayPal email on Atrium's locked payout list for your account. You need a PayPal account in good standing and must follow PayPal's terms. Changing your payout details may require verification. We are not responsible for payments sent to the details you gave us, or for PayPal fees, holds, or delays. [Payout schedule: TBD.]
• Taxes. You are responsible for your own taxes. We may ask for tax information (for example, an IRS Form W-9 or W-8) before paying you, and may hold payments until you provide it. We may report payments to tax authorities as the law requires.
• Independent contractor. You are an independent contractor, not an employee, partner, or agent of Atrium or any Client. You choose whether, when, and how to take part in campaigns. You are not entitled to employee benefits, and you can't bind Atrium or any Client.
• Corrections. We may correct payment errors, including by offsetting overpayments against future earnings.

9. Fraud, bots, and view manipulation

You must not inflate or fake views or engagement, or help anyone else do so. This includes bots, view or engagement buying, click farms, engagement pods or exchanges, automated scripts, misleading content, and reposting other people's clips as your own.

We run fraud checks, such as looking at likes-to-views ratios and sudden view spikes. If we reasonably suspect fraud or a breach of these Terms, we may, without notice:

• reject or remove submissions;
• pause, suspend, or ban your account;
• withhold earnings while we investigate; and
• permanently cancel (forfeit) earnings connected to the fraud or breach, and recover amounts already paid.

10. Third-party platforms

The Service works with YouTube, TikTok, Discord, and PayPal (and later Instagram). Their own terms and privacy policies apply to your use of them, and we are not responsible for them. By linking a YouTube account or otherwise using Atrium's YouTube features, you agree to be bound by the YouTube Terms of Service at https://www.youtube.com/t/terms. Platform outages, data changes, or policy changes may affect campaigns, metrics, and earnings.

11. Suspension and termination

You may stop using the Service at any time and ask us to close your account at team@atriumdistro.com. We may suspend or end your access at any time, for any reason, including a breach of these Terms. On termination, we will pay eligible earnings that are owed to you, except earnings withheld or forfeited under Section 9. Sections 5, 7 to 9, and 12 to 17 survive termination.

12. Disclaimers

The Service is provided "as is" and "as available." To the fullest extent the law allows, Atrium disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We don't promise the Service will be uninterrupted, error-free, or that metrics from third-party platforms will be accurate.

13. Limitation of liability

To the fullest extent the law allows, Atrium and its members, managers, staff, and contractors will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill. Our total liability for any claim related to the Service is limited to the greater of (a) the amounts we paid you in the 12 months before the claim arose, or (b) [US $100]. Some places don't allow these limits, so they may not fully apply to you.

14. Indemnity

You will defend, indemnify, and hold harmless Atrium and its members, managers, staff, contractors, and Clients from claims, losses, and costs (including reasonable legal fees) arising from your content, your use of the Service, your breach of these Terms, or your violation of any law, platform rule, or third-party right.

15. Changes to these Terms

We may update these Terms. We will post the new version at app.atriumdistro.com/terms with a new effective date and, for material changes, give notice [through Discord or by email]. If you keep using the Service after changes take effect, you accept the updated Terms.

16. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-law rules. Any dispute will be resolved in the state or federal courts located in [Delaware], and you and Atrium consent to their jurisdiction. [Lawyer to consider arbitration and class-action waiver.]

17. General

These Terms and our Privacy Policy are the entire agreement between you and Atrium about the Service. If any part is unenforceable, the rest still applies. Our failure to enforce a term is not a waiver. You may not transfer these Terms; we may transfer them in connection with a merger, sale, or reorganization.

18. Contact

Atrium Distribution LLC
8 The Green, STE R, Dover, DE 19901, USA
team@atriumdistro.com