Monetization Program Terms

1. Introduction & Acceptance

These Monetization Program Terms ("Program Terms") govern your participation in the VideoNest Monetization Program ("Program"), operated by VideoNest, Inc. ("VideoNest," "we," "us," "our"). The Program enables approved creators and partners to earn revenue from advertising, content distribution, and, where applicable, AI training licensing tied to their video libraries hosted on VideoNest. In these Program Terms, "Partner" and "you" both refer to the entity or individual accepted into the Program, and "Content Library" means the video content you submit to the Program.

By applying to or participating in the Program, you agree to these Program Terms in addition to the VideoNest Terms of Service. In the event of a conflict between these Program Terms and the Terms of Service, these Program Terms govern with respect to the Monetization Program.

If you do not agree to these Program Terms, do not apply to or participate in the Program.

2. Eligibility

To be eligible to apply for the Program, you must meet all of the following requirements at the time of application and maintain them throughout your participation:

• Active paid plan: You must hold an active Creator plan or above. Personal plan accounts are not eligible.
• Published video library: You must have at least five (5) published videos in your VideoNest library at the time of application.
• Reach or distribution: You must have either an active custom domain connected to your VideoNest website or demonstrable embed viewership on a qualifying third-party site.
• Content policy compliance: All content in your library must comply with VideoNest's content policies and meet advertiser-safe standards.
• Account in good standing: Your account must have no outstanding billing issues, unresolved policy violations, or active suspensions.

Meeting these requirements makes you eligible to apply. Eligibility does not guarantee acceptance. VideoNest reviews each application individually based on content quality, category fit, and placement potential within our advertising and distribution network.

3. Application Process

Applications are submitted directly from within your VideoNest account dashboard. We do not accept applications by email or through third parties.

VideoNest will review your application and respond within 5 to 7 business days. We evaluate applications based on the content of your library, your reach signals, and whether your category is one we can effectively place with our advertiser and distribution partners at the time of review.

If your application is declined, we will notify you with general feedback. You may reapply after 30 days. Reapplication does not guarantee a different outcome unless your library, viewership, or eligibility status has materially changed.

4. Revenue Streams

Approved participants may earn revenue through up to three streams, depending on your content, category, and approval status for each stream. Not all streams are available to all participants.

4.1 Website Video Monetization

VideoNest runs advertising on your VideoNest-hosted video player and on videos embedded across third-party sites. Ad formats include pre-roll, mid-roll, and display advertising. Ads are served through VideoNest's managed advertising relationships with premium advertisers and networks. You do not need to configure or manage any ad settings, VideoNest handles all ad operations.

4.2 Content Distribution Revenue

VideoNest distributes your content across its partner network, which includes news syndication platforms, digital video players, AVOD and FAST services, and connected TV and streaming destinations. Revenue generated through these distribution placements, including view-based revenue shares from syndication partners and advertising revenue from streaming platforms, is attributed to your account and consolidated into your monthly payout.

VideoNest has established the relationships and infrastructure required for this distribution. The specific platforms and partners available to your content depend on category fit, editorial requirements set by each platform, and the current state of VideoNest's distribution agreements. VideoNest does not guarantee placement on any specific partner platform or any specific level of revenue.

4.3 AI Training Licensing

This stream requires separate, special approval beyond standard Program acceptance. AI training licensing involves the licensing of rights-cleared content from your library to third parties for use in AI training datasets. This stream is not automatically available to all Program participants.

If VideoNest determines your content is suitable and an AI licensing opportunity is available, we will contact you separately to discuss the arrangement. You may accept or decline without affecting your participation in other Program revenue streams. Revenue from any approved AI licensing arrangement is attributed to your account and paid on the standard monthly payout schedule.

Revenue Stream	How it works	Availability
Website Monetization	Pre-roll, mid-roll & display ads on your VideoNest player and embeds	All approved participants
Distribution Revenue	Revenue share from news syndication, digital players, AVOD/FAST, and connected TV placements	All approved participants
AI Training LicensingSpecial Approval	Rights-cleared licensing of library content to AI training datasets	By invitation & separate approval

5. Revenue Share & Payouts

VideoNest pays participants a revenue share on Net Revenue generated by their content through the Program.

5.1 Revenue Share Rate

The standard revenue share rate is 55% of Net Revenue to the participant across Website Monetization and Distribution Revenue streams. VideoNest retains 45% to cover hosting, delivery, feed operations, and access to VideoNest's advertising and distribution network. Enterprise-tier participants may negotiate alternative rates at account onboarding.

5.2 Net Revenue

"Net Revenue" means all amounts actually received by VideoNest from advertising displayed against, and distribution of, the Content Library, less third-party platform fees, ad-serving and delivery costs, and third-party commissions actually incurred in connection with the Content Library. Revenue may vary based on content category, audience engagement, regional CPMs, and partner-specific policies.

5.3 Non-exclusive

This Program is additive. You retain full rights to monetize the Content Library through YouTube, brand deals, social platforms, and any other channel not managed by VideoNest, and you may retain all revenue from those channels.

5.4 AI Licensing Revenue Share

Revenue share rates for AI Training Licensing arrangements are negotiated individually at the time of each approved arrangement and will be specified in the applicable AI licensing addendum.

5.5 Payout Schedule

VideoNest will pay your revenue share monthly, within thirty (30) days after month-end, in USD via ACH or international wire. You are responsible for payment processing fees and any currency conversion.

5.6 Minimum Payout Threshold

If your share for a month is under $50, VideoNest may roll the balance forward until the accumulated balance exceeds $50.

5.7 Payment Requirements

Payment is contingent on you providing: (i) an accounting contact (name, email, phone); (ii) complete bank/ACH details; (iii) a valid W-9 (U.S.) or W-8BEN / W-8BEN-E (non-U.S.) and any other required tax forms; and (iv) government-issued ID if requested. VideoNest will not issue payments until tax documentation is complete.

5.8 Revenue Reporting

VideoNest will report your final earnings for each calendar month within fourteen (14) days after month-end. Dashboard figures are estimates; emailed statements are final. Reporting includes breakdowns by stream and, where available, by placement.

5.9 Payment Disputes

You must raise any objection to a statement or payment in writing within six (6) months of its issuance, after which the statement is final and binding.

5.10 Taxes

Each party is responsible for its own income taxes. If law requires VideoNest to withhold taxes from payments, VideoNest will withhold, remit to the taxing authority, and provide documentation on request; payment as reduced constitutes full payment.

6. Content Standards

All content in the Content Library must, throughout your participation in the Program:

• be original to you or fully licensed, with all rights necessary for distribution, sublicensing, and monetization under these Program Terms;
• meet advertiser-safe standards, with no sexually explicit, hateful, violent, harassing, illegal, or deliberately misleading content, and comply with the Interactive Advertising Bureau (IAB) guidelines and VideoNest's advertising partners;
• carry accurate, non-misleading titles, descriptions, and thumbnails;
• comply with FTC disclosure requirements for any sponsored content or product placement; and
• comply with the VideoNest Terms of Service and Privacy Policy located at videonest.co/legal.

VideoNest may demonetize, exclude, or require edits to individual titles that fail these standards, or that a distribution partner requires to be modified or removed, without terminating these Program Terms. Repeated or material violations may result in termination under Section 11.

7. Active Status & Program Maintenance

Participation in the Program requires that you maintain active status. Active status means:

• Your VideoNest plan remains on a Creator plan or above and is in good standing (no lapsed payment).
• You have published at least five (5) videos in your library at all times.
• Your content library remains compliant with Program content standards.
• You have not received a material violation notice that is unresolved.

If your account drops below active status, for example due to a plan downgrade or removal of videos below the minimum, VideoNest will notify you and provide a 14-day cure period. If active status is not restored within the cure period, distribution and monetization will be paused. Revenue earned prior to the pause will be paid on the regular schedule.

8. License & Distribution Rights

You grant VideoNest a non-exclusive, worldwide, royalty-free, sublicensable license, sublicensable through multiple tiers to VideoNest's syndication, digital player, AVOD, FAST, connected TV, and other distribution partners, in all languages, during the term of your participation in the Program, to:

• (1) host, reproduce, distribute, transmit, publicly perform, publicly display, sublicense, and otherwise exploit the Content Library on the VideoNest platform, your VideoNest-powered properties, third-party embeds, and VideoNest's network of syndication, digital player, AVOD, FAST, and connected TV distribution partners, by any delivery method now known or later developed;
• (2) insert, permit, and manage advertising and commercial messaging before, during, and after exhibition of the Content Library;
• (3) make technical alterations reasonably necessary for distribution, including transcoding, compression, formatting, segmenting for ad breaks, subtitling and captioning, metadata and thumbnail adjustments, and generation of MRSS and other feed formats, provided VideoNest will not materially alter your creative message or branding; and
• (4) use, and sublicense its distribution partners to use, your name, channel names, trademarks, logos, likeness, and biographical materials solely to identify, market, and promote the Content Library, VideoNest, and the availability of the Content Library on distribution platforms. VideoNest will not use your name or likeness as a direct endorsement of any unrelated product or service without your prior approval.

VideoNest does not claim ownership of the Content Library and has no obligation to exercise any of the rights granted above. VideoNest does not guarantee placement on any specific platform or any specific level of revenue. This license is limited to the operation of the Program, and you may exclude individual videos from distribution at any time using the rights management controls in your dashboard.

9. Content Delivery

You will deliver the Content Library at your own cost on a rolling basis, beginning within thirty (30) days of your acceptance into the Program, in technical quality acceptable to VideoNest and per the specifications in Exhibit B, including available metadata, artwork, descriptions, captions, subtitled/dubbed versions, ratings information, and music cue sheets (which you will provide on request if not already delivered).

VideoNest will notify you of incomplete or technically unacceptable materials, and you will have thirty (30) days to cure. If you fail to cure, VideoNest may exclude the affected titles from distribution or terminate these Program Terms in whole or in part.

10. Prohibited Content

The following content types are not eligible for the Program under any circumstances. Submitting prohibited content may result in immediate removal from the Program:

• Adult or sexually explicit content of any kind;
• Content that incites or promotes violence, hate, or discrimination against any group;
• Content that promotes or facilitates illegal activity;
• Misinformation or deliberately misleading content;
• Content that violates the intellectual property rights of any third party;
• Content that is defamatory, harassing, or that targets private individuals;
• Spam, artificially inflated view counts, or any attempt to manipulate Program metrics.

11. Termination & Removal

These Program Terms will remain in effect until terminated. You may end your participation at any time under Section 11.1, and VideoNest may remove you from the Program as described in Section 11.2.

11.1 Voluntary Withdrawal

You may leave the Program at any time by disabling monetization from your account dashboard. Withdrawal removes your content from the distribution network and disables ad monetization. Your VideoNest plan and library are unaffected by withdrawal. Revenue earned and not yet paid will be issued on the regular payout schedule.

11.2 Removal by VideoNest

VideoNest may remove you from the Program at any time for any of the following reasons:

• Violation of these Program Terms or the VideoNest Terms of Service;
• Failure to maintain active status following the cure period;
• Submission or hosting of prohibited content;
• Fraudulent activity, including attempts to inflate metrics or misrepresent content rights;
• A distribution partner requirement that makes continued participation impractical.

For material violations, VideoNest may remove you from the Program without notice and may withhold any unpaid revenue pending investigation. For non-material issues, VideoNest will provide written notice and a reasonable opportunity to cure.

11.3 Effect of Termination

Upon termination for any reason, your content will be removed from all distribution channels operated through the Program within a reasonable time (typically 30 days, though some partner platform caching may take longer). Your VideoNest account and video library remain intact following removal from the Program.

12. Representations & Warranties

Each Party represents that it is duly organized under the laws of its jurisdiction of organization, has full corporate power and authority to enter into these Program Terms, that its execution and delivery of these Program Terms has been duly authorized, and that these Program Terms are a valid and binding obligation, enforceable against it in accordance with its terms. In addition, by participating in the Program, you represent, warrant, and covenant for the benefit of VideoNest that:

• (1) Rights ownership. You exclusively own, control, or have valid and enforceable written licenses to all rights, titles, authorizations, consents, and interests in the Content Library, including underlying works, scripts, footage, and all music (both composition/sync and master recording rights), necessary to grant the rights granted in these Program Terms, including the sublicensing rights granted in Section 8; you have not transferred, assigned, encumbered, or granted any third party any right that would interfere with the rights granted to VideoNest; and you will maintain such valid written agreements throughout your participation in the Program;
• (2) No encumbrances. The Content Library is not and will not be subject to any liens, mortgages, charges, security interests, claims, or encumbrances;
• (3) Music performance rights. Public performance rights in all music are controlled by ASCAP, BMI, SESAC, GMR, or another applicable performance rights organization having jurisdiction in the territory, by you, or are in the public domain;
• (4) Name and likeness. You have obtained from every person appearing in, rendering services for, or contributing to the Content Library the rights needed for VideoNest and its sublicensees and distribution partners to use that person's name, voice, likeness, and biographical material in connection with the distribution, promotion, and exploitation of the Content Library under these Program Terms, together with a waiver of any approval rights (subject to any contractual restrictions you deliver to VideoNest with the Content Library);
• (5) Payments and obligations. All wages, fees, royalties, residuals, reuse fees, and other third-party payments in connection with the Content Library have been or will be timely paid by you, including all legally required withholdings, taxes, and employer contributions, and VideoNest has no obligation for any such payments (except performance-rights fees payable by VideoNest to performing rights organizations arising from its own exhibition);
• (6) Third-party compliance. The Content Library and all delivery materials comply with all applicable third-party contractual requirements, terms of use, and policies, including any related to third-party materials incorporated in the Content Library;
• (7) Non-infringement. The exploitation of the Content Library and delivery materials by VideoNest and its sublicensees and distribution partners in accordance with these Program Terms will not violate or infringe any third-party intellectual property, publicity, privacy, moral, or contract rights, will not defame any person, and will not constitute unfair competition;
• (8) No conflicting agreements. You have not entered into, and will not enter into, any agreement or incur any obligation that interferes with VideoNest's enjoyment of its rights under these Program Terms; and
• (9) Compliance with laws. You have complied and will comply with all applicable laws, rules, and regulations pertaining to the production of the Content Library and your performance under these Program Terms, including those relating to tax, data privacy and the protection of personally identifiable information, the protection of minors and employees, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act 2010, and equivalent laws.

VideoNest makes no warranty that the Program will generate any specific level of revenue, that your content will be placed on any specific platform, or that the Program will remain available indefinitely.

13. Indemnification

13.1 By You

You will indemnify, defend, and hold harmless VideoNest and its affiliates, distribution partners, officers, and employees from and against third-party claims arising from the Content Library or your breach of these Program Terms, including reasonable outside attorneys' fees.

13.2 By VideoNest

VideoNest will indemnify, defend, and hold harmless you from third-party claims arising from marketing materials created solely by VideoNest (excluding Partner-supplied elements) or VideoNest's breach of these Program Terms.

13.3 Process

The indemnified Party will promptly notify the indemnifying Party of any claim and reasonably cooperate. Neither Party may settle a claim in a way that imposes obligations on the other without the other's consent, not to be unreasonably withheld.

14. Limitation of Liability

To the maximum extent permitted by applicable law, VideoNest's aggregate liability to you in connection with the Monetization Program will not exceed the total revenue paid to you under the Program in the twelve (12) months preceding the event giving rise to the claim. VideoNest is not liable for indirect, incidental, consequential, or punitive damages, including lost profits, arising from your participation in the Program or the failure of any distribution placement.

15. Modifications to the Program

VideoNest may modify the Program, these Program Terms, the revenue share rates, or the available revenue streams at any time. For material changes, including changes to the standard revenue share rate, we will provide at least 30 days' advance written notice via email or account notification. Your continued participation in the Program after any updated terms take effect constitutes your acceptance of those changes. If you do not agree to updated terms, you may withdraw from the Program at any time.

16. Contact

Questions about the Monetization Program or these Program Terms should be directed to our creator partnerships team at monetization@videonest.co. For legal questions related to these terms, contact legal@videonest.co.

For information on how to apply, visit the Monetization Program page. For eligibility requirements, see the eligibility overview.