GenFlix, Inc.
Version 2.0 — April 2026
This Creator Terms of Service Agreement ("Agreement") is entered into between GenFlix, Inc., a Delaware C-Corp ("GenFlix," "Company," "we," "us," or "our"), and the individual or entity agreeing to these terms ("Creator," "you," or "your"). By submitting content to GenFlix or by clicking "I Agree" during the Creator onboarding process, you acknowledge that you have read, understood, and agree to be bound by this Agreement in its entirety.
The following terms have the meanings set forth below when used in this Agreement:
"Agreement" means these Creator Terms of Service, including all exhibits, schedules, and documents incorporated by reference.
"Content" means any and all audio, visual, audiovisual, or written material submitted by Creator to the Platform, including but not limited to films, series, shorts, episodes, trailers, and promotional materials.
"Character IP" means all original characters, character designs, character names, voice profiles, visual references, style guides, and associated creative elements developed by Creator and appearing in the Content.
"Creator" means the individual or entity that is a party to this Agreement and submits Content to the Platform.
"Creator Stakes" or "CSP" means the phantom equity points allocated to eligible Creators under the Creator Stakes Phantom Equity Plan, as described in Section 8.
"Exclusive Content" means Content that Creator has voluntarily designated as exclusive to the Platform under Section 3.2 (Exclusive Tier).
"Founding Creator" means one of the first two hundred (200) Creators who meet the qualifying thresholds set forth in Section 8.4.
"Non-Exclusive Content" means Content submitted under Section 3.1 (Open Tier) that may also be distributed on other platforms.
"Platform" means GenFlix, Inc.'s streaming platform located at genflix.app and all associated distribution surfaces, including YouTube channels operated by GenFlix.
"Splice-In Integration" means an AI-generated branded video segment produced by GenFlix featuring Creator's Character IP, designed for insertion into the Content timeline as a brand promotion.
"Successor Entity" means any entity that acquires GenFlix through merger, acquisition, asset purchase, or other change of control transaction.
GenFlix operates a two-tier content model. All Creators begin on the Open Tier. Creators may voluntarily opt specific Content into the Exclusive Tier at any time. The tier designation applies per piece of Content, not per Creator — a single Creator may have both Open Tier and Exclusive Tier Content on the Platform simultaneously.
Content submitted under the Open Tier is non-exclusive. Creator may simultaneously distribute the same Content on any other platform, channel, or service without restriction. Open Tier Content receives:
Open Tier Content is not eligible for Splice-In brand integrations or priority placement in Platform recommendations.
Creator may voluntarily designate specific Content as Exclusive Content by written election (email or Platform dashboard toggle). Once designated, that specific Content may not be distributed on any other platform, channel, or streaming service for the duration of the exclusive designation.
Exclusive Tier Content receives all Open Tier benefits, plus:
The exclusivity designation under Section 3.2 applies to the specific Content designated and the characters and storylines contained within that Content. Creator may not distribute the same Content, or substantially similar Content featuring the same characters or continuing the same storyline, on other platforms during the exclusive designation period. Creator is free to create wholly new and unrelated Content for any platform.
Clarification: If Creator has pre-existing Content distributed on other platforms prior to entering into this Agreement, that pre-existing Content is not affected by an Exclusive Tier designation on new Content submitted to GenFlix, even if it features the same characters or universe. The exclusivity restriction applies only to Content created after the Exclusive Tier election for those characters/storylines.
Creator represents and warrants that:
Available to Exclusive Tier Content only. Revenue from Splice-In Integrations featuring Creator's characters is split as follows:
| Recipient | Share |
|---|---|
| GenFlix | 50% |
| Creator (featured characters) | 35% |
| Creator Community Pool | 15% |
The Creator Community Pool is distributed proportionally among all qualifying Exclusive Tier Creators based on verified viewership performance.
Available to both Open Tier and Exclusive Tier Content. Revenue from merchandise featuring Creator's IP is split as follows:
| Recipient | Share |
|---|---|
| GenFlix | 60% |
| Creator | 40% |
Percentages are calculated after production, fulfillment, and shipping costs.
Creator retains approval rights over all merchandise bearing Creator's IP. Creator has fourteen (14) days to review and approve or reject proposed merchandise. Silence after fourteen days constitutes deemed approval.
Creators earn monthly CSP based on the following weighted performance metrics:
| Metric | Weight | Notes |
|---|---|---|
| Total Watch-Hours | 35% | Core value driver |
| Average Completion Rate | 20% | Quality signal |
| New Subscriber Conversions | 15% | Growth driver |
| Community Rating Score | 15% | Quality validation |
| Consistency Bonus (min 2/month) | 10% | Regular posting bonus |
Tier Multiplier: Open Tier Content earns CSP at the base rate (1.0x). Exclusive Tier Content earns CSP at an enhanced rate (1.5x applied to all points from Exclusive Content).
Quality Threshold: Minimum 40% average completion rate to earn any CSP in a given month.
The first two hundred (200) Creators who meet all of the following qualifying thresholds share an additional protected pool equal to seven percent (7%) of Enterprise Value:
The Founding Creator Reserve is non-diluting — the pool is fixed regardless of how many Creators join the Platform after the first 200 qualifying Creators are established. Founding Creators earn from both the general 28% Creator Stakes Pool and the 7% Founding Creator Reserve.
Forfeiture: A Founding Creator who has no active Exclusive Tier Content on the Platform for twelve (12) consecutive months forfeits their Founding Creator Reserve position. Forfeited positions are not reassigned.
Acquisition (Change of Control): 40% immediate cash payment within 90 days of closing. 60% paid in 12 equal quarterly installments over a 36-month Retention Period, conditioned on continued content creation. If acquirer shuts down the Platform, terminates Creator Stakes, or materially reduces creator compensation, full remaining balance accelerates immediately. Amendments to acceleration protections require majority consent of Creators (by Vested CSP).
IPO/Direct Listing: 100% single cash payment within 180 days. Board may offer stock option in lieu of cash.
Structured Buyback: Board discretion, available no earlier than Year 3. Independent valuation required. Participation is voluntary.
Profit-Sharing: Board discretion after profitability. Proportional to Vested CSP.
Rollover Offer: Acquirer may offer conversion of Retention Tranche into acquirer's equity. Entirely voluntary — no Creator can be compelled to accept. Thirty (30) day evaluation period.
Creator acknowledges and agrees that:
Upon termination or expiration of this Agreement, a twenty-four (24) month wind-down period begins. During the wind-down period:
At the conclusion of the wind-down period, GenFlix will remove Creator's Content from the Platform within thirty (30) days and all licenses granted herein terminate, except for any surviving Splice-In Integration obligations under active contracts.
Upon assignment to a Successor Entity:
Important
Except for indemnification obligations and willful misconduct, neither party's aggregate liability under this Agreement shall exceed the greater of: (a) the total revenue paid or payable to Creator under this Agreement during the twelve (12) months preceding the claim; or (b) ten thousand dollars ($10,000). In no event shall either party be liable for consequential, incidental, indirect, special, or punitive damages.Acknowledgment & Agreement
BY CLICKING "I AGREE" OR BY SUBMITTING CONTENT TO GENFLIX, CREATOR ACKNOWLEDGES THAT CREATOR HAS READ THIS AGREEMENT IN ITS ENTIRETY, UNDERSTANDS ITS TERMS, AND AGREES TO BE BOUND BY THEM. CREATOR ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 11.
GenFlix, Inc. — A Delaware C-Corp · genflix.app
Version 2.0 — April 2026 · Confidential
