Contract ID: 975206

MONETIZATION AMENDMENT

This Monetization Amendment (“Amendment”) is entered into by and between: (1) the
entity on behalf of which you accept these terms (“Provider”); (2) Google LLC, organized
in the state of Delaware, with offices at 1600 Amphitheatre Parkway, Mountain View, CA
94043 (“Google”); and (3) the Outgoing Affiliates, as defined in the attached Google Entity
Harmonization Exhibit (“GEHA”) as of the date that Provider accepts this Amendment
(“Amendment Effective Date”), and amends the YouTube Agreements (as defined in the
GEHA), including the Content Hosting Services Agreement or Content License Agreement
(as applicable) in effect between the parties (“Agreement”). 
 
With effect from the Amendment Effective Date, the parties agree as follows:

1. Monetization. The parties agree to amend and restructure the Agreement to

implement the modularization of its terms relating to monetization, as follows:

1.1 Any definitions of “Ad Revenues”, “Playback Pages”, and “Tax(es)” (or their
equivalents) are deleted from the main body of the Agreement.

1.2 The definition of “YouTube Video Player” is deleted and replaced with the
following:

“YouTube Video Player” means one or more digital media players made
available by Google, without charge, for embedding into websites or
applications that are not part of the YouTube Website, solely in order to
display audio and audiovisual content hosted on the YouTube Website.

1.3 The definition of “Provider Channel” is added or restated (as applicable) as

follows:

“Provider Channel” means the page(s) of the YouTube Website dedicated

to Provider Content, and whose look and feel may be customized by
Provider using functionality provided in the YouTube Website templates.

1.4 The section of the Agreement containing terms relating to advertising-based

monetization and payment (generally Section 4 and/or titled “Advertising”) is
deleted in its entirety and replaced with the following: 

“4. Monetization. All monetization on the Google Services that relates to

Provider Content and Monetized Content will be governed by the general
monetization terms set out in the Exhibit titled General Monetization Terms
(“General Monetization Terms”) and any Modules (as defined in the
General Monetization Terms), all of which form part of this Agreement.”
 1.5 The terms “General Monetization Terms” and “Module(s)” have the
meanings given to them in the Exhibit titled General Monetization Terms.

1.6 Except for the GEHA, the Exhibits attached to this Amendment are each
added as new Exhibits to the Agreement. For clarity, the new Exhibit titled “Watch
Page Module” is hereby agreed as a Module.

2. General Product Terms. 

2.1 Sections 2.1 to 2.4 of the Subscription (or Freemium) Offerings Amendment or
Addendum (as applicable) are deleted in their entirety.

2.2 The following is added as a new section of the Agreement titled “General
Product Terms”:

“1. Derivative Works. Google may make available certain product

features that allow Google and/or authorized third parties (including users)
to create and make available derivative works of content on the Google
Services (“Derivative Feature(s)”). Provider Content will be enabled for
such use for any such Derivative Feature(s), unless Provider, in Provider’s
discretion, withdraws any Provider Content from future use in a Derivative
Feature(s) using the functionality of the Google Services. If Provider
Content is not withdrawn from such use in Derivative Feature(s), the license
grant in the Agreement is amended to include the right for Google and/or
authorized third parties to create and make available derivative works of
such Provider Content.

2. Reports. Within thirty (30) days of the end of each month, Google will
provide Provider with usage reports. Google may create an account for
Provider to access information about payments owed to Provider.”

2.3 Section 2.1 (Offline Access) of the Subscription (or Freemium) Offerings
Amendment or Addendum (as applicable) is restated as subsection 3 of the new
General Product Terms section.

3. Entity Harmonization. If any entity other than Google LLC is Provider’s counterparty
to any YouTube Agreements (as defined in the GEHA), the GEHA will apply and, for the
avoidance of doubt, throughout this Amendment and the other exhibits, “Google” means
solely Google LLC.

4. Termination. The following clauses are added to the section of the Agreement
dealing with termination, and will apply notwithstanding anything to the contrary in the
Agreement: 

“A. Either party can terminate the General Monetization Terms or one or more
Modules for convenience on 30 days notice to the other party.” 
 “B. Any rights for the parties to terminate this Agreement for cause will also apply
to termination of the General Monetization Terms. Without limiting the foregoing,
Google may permanently disable Provider’s monetization and terminate the
General Monetization Terms in accordance with the Monetization Policies (as
defined in the General Monetization Terms).”

“C. Any Provider Content that has not been removed upon termination of the
Agreement, and any subsequent use by Provider of the YouTube Website, will be
governed by the YouTube Terms of Service (which enables content distribution on a
worldwide basis).”

5. Miscellaneous. 

5.1 Entire Agreement. This Amendment together with the Agreement sets out all
terms agreed between the parties and supersedes all other agreements between
the parties relating to its subject matter.

5.2 Conflicting Terms. To the extent of any conflicts, the following order of
precedence will apply: (i) any Module(s); (ii) the General Monetization Terms; (iii)
the remainder of the Agreement; (iv) the Content Identification and Management
Agreement; and (v) the AdSense Terms and Conditions. 

5.3 Continuation. The Agreement will remain in full force and effect unchanged
except as modified by this Amendment. Capitalized terms used but not defined in
this Amendment will have the meanings given to such terms in the Agreement. 

5.4 Execution. The parties acknowledge that this copy of the Amendment has
been digitally generated on behalf of Google and the Outgoing Affiliates in place of
a physical signature by those entities, and agree that such generation, together
with Provider’s electronic acceptance, satisfies any and all procedural requirements
under the Agreement for an effective amendment. 

5.5 Governing Law. The governing law and forum set forth in the Agreement will
also apply to this Amendment.

By signing this Amendment, I am accepting this Amendment on behalf of Provider. I further

represent and warrant that (a) I have full legal authority to bind Provider to this Agreement
and (b) I have read and understand this Amendment. 

Agreed by Google and the Outgoing Affiliates, and offered to Provider for acceptance via
electronic signature below.

Agreed by Provider:

PROVIDER: MTV Channel (Pvt) Ltd

By: 

Name:  
Title:  
Date: 
 Exhibit:
General Monetization Terms

1. Definitions. 

1.1 “Module(s)” has the meaning given to it in Section 2.1 below. 

1.2 “Monetization Policies” means the “YouTube channel monetization policies”

(or its successor set of policies) currently located at
https://support.google.com/youtube/answer/1311392.

1.3 “Net Revenues” has the meaning given to it in Section 3.1 below.

1.4 “Provider Earnings” has the meaning given to it in Section 3 below.

1.5 “Tax(es)” means all government-imposed tax obligations (including taxes,

duties, and withholdings), except those based on net income, net worth, asset
value, property value, or employment.

2. Modules. 

2.1 Modules. All monetization of Provider Content and Monetized Content on the
Google Services will be governed by this Exhibit (the “General Monetization
Terms”), together with one or more Modules. “Modules” means supplementary
terms, including those set out in subsequent Exhibits to this Amendment, which
specify the terms that apply to monetization of different types of content or parts of
the Google Services. 

2.2 Adding Modules. Additional Modules may be added or amended by mutual

agreement, including via Provider’s acceptance of new or updated terms contained
within the user interface of the Google Services. When Provider agrees to a
Module it is incorporated into the Agreement and may be modified or terminated
only as set out herein.

2.3 Removing Modules. Either party may terminate one or more individual
Modules for convenience in accordance with the Agreement. Provider may also
disable monetization under certain Modules at any time by opting out via the
Google Services interface. 

3. Provider Earnings. Google will pay Provider the Provider Earnings. “Provider
Earnings” are amounts described in a Module, as calculated in line with the following: 

3.1 Revenue Calculations. Under each Module, Provider Earnings are calculated
from the portion of Net Revenues that the Module describes as being attributed to
Provider Content or Monetized Content. “Net Revenues” means the total amount
of relevant revenues recognized by Google under U.S. Generally Accepted
Accounting Principles​​, net of any:

(a) Taxes collected or payable by Google;

(b) refunds, chargebacks, or declined payments; 

(c) fees payable to platform, device or other distribution partners; and

(d) Country Pass-Through Costs. “Country Pass-Through Costs” means

those amounts that Google has notified Provider it will deduct and that
represent costs incurred by Google in relation to: (i) third party rights; (ii)
regulatory fees (including any fees or costs that Google pays to any third
party to comply with any laws or regulations); and/or (iii) platform taxes or
levies; in each case incurred with respect to a particular country or region in
which Provider Content or Monetized Content is displayed or monetized.
Google will notify Provider of any applicable Country Pass-Through Costs,
including the amount of and method for calculating such Country Pass-
Through Costs, at least forty-five (45) days before they are deducted.

For the avoidance of doubt, “Net Revenues” will, where applicable, also
include any such revenue recognized by Google Affiliates.

3.2 Rights Clearance Adjustment. Where Google is made aware by one or

more third parties that Provider may not have obtained all necessary rights in
Provider Content (e.g., rights in music) as required under the Agreement
(“Uncleared Rights”), such Provider Content may need to be removed from the
Service and, where it is not, Provider may not be entitled to earn revenue in relation
to such Provider Content. However, in certain circumstances, as detailed in the
Rights Clearance Adjustment Policies, Google may instead seek to obtain some or
all of the Uncleared Rights and then decrease the Provider Earnings that would
otherwise be payable to Provider (a “Rights Clearance Adjustment”). Those
policies contain the details of: (a) the circumstances and countries where Rights
Clearance Adjustments apply; (b) how Google may have been made aware
thatProvider Content includes Uncleared Rights (e.g., as a result of a specific claim
of rights by one or more third parties); (c) how Provider may challenge the basis for
any such Rights Clearance Adjustment (e.g., by appealing a Content ID claim); and
(d) how Google calculates the revenue payable to Provider to account for
Uncleared Rights. 

3.3 Content Pools. Each piece of Provider Content may be part of one or more
relevant Subscription Offerings (as defined in the Watch Page Monetization
Module). Accordingly, Provider Earnings in relation to Subscription Offerings may
be calculated as described in each applicable Module with reference to one or
more pools of content within each Subscription Offering or across multiple
Subscription Offerings (“Content Pools”). Google will have sole discretion to
 determine the size and composition of each Content Pool, but for clarity Provider
has sole discretion over what content it selects to make available on the Google
Services under the Agreement. Content Pools may contain content from individual
Subscription Offerings or multiple Subscription Offerings. Content Pools for
Subscription Offerings may differ by territory. 

3.4 Non-Qualifying Revenues. Google is not required to make payments to

Provider (and can withhold, adjust, charge back, or offset such amounts against
future payments to Provider) of any Provider Earnings associated with any breach
of this Agreement, or of any applicable Google policies (including the Monetization
Policies) following Google’s reasonable investigation. Provider will cooperate with
Google in any investigation. 

4. Monetization. 

4.1 Control of Monetization. Google has the right, but not the obligation, to
monetize any and all Google Services – including displaying any advertisements in
connection with the display or playback of Provider Content and Monetized Content
– and may determine the type, format and frequency (as applicable) of ads and
other forms of monetization available on the Google Services. By way of example,
in some cases (e.g., due to technical or policy limitations), ads may be limited to
only those sold or provided by Google.

4.2 Policies and Enforcement. All monetization of Provider Content and

Monetized Content is subject to the Monetization Policies. If Provider breaches this
Agreement or the Monetization Policies, Google may immediately suspend
monetization of all or a subset of Provider Content or Monetized Content under any
Modules, together with access to any monetization tools made available to Provider
by Google. Google will notify Provider before taking such action, and will also
inform Provider of how to appeal, as further detailed in the Monetization Policies.

4.3 Limitations. Provider is not entitled to earn or receive Provider Earnings: (a)
where associated with a breach of the Monetization Policies or the Agreement; or
(b) unless Google has a specific obligation to share revenues with Provider under a
Module that Provider has accepted (e.g., Provider is not entitled to earn revenues
in relation to ads shown on search result pages). 

5. Payment Terms; Taxes.

5.1 Payment Account Requirement. In order to earn or receive Provider

Earnings under these Terms, Provider must at all times have an active AdSense
account associated with its YouTube user account(s) (or such other payment
method as approved by Google). 

5.2 Payment Process. Payments to Provider of Provider Earnings will be sent by

Google within sixty (60) days after the end of any calendar month, provided that
Provider’s earned balance is $100 or more in the aggregate at the time payment is
 due. Google may, acting reasonably and with notice to Provider, delay payment of
Provider Earnings in accordance with the Monetization Policies, including: (i) for up
to ninety (90) days while it investigates whether all or part of any such Provider
Earnings are subject to withholding or other measures under Section 3.3; or (ii)
until resolution of any third-party disputes relating to rights in Provider Content or
Monetized Content.

5.3 Taxes. All payments of Provider Earnings are inclusive of any Taxes (as
defined above) that Provider may be required to collect from Google. Google will
withhold Taxes if legally required. Provider will timely provide any customary tax
documentation reasonably requested by Google.

6. Changes to the Monetization Policies. Google may need to make changes to the
Monetization Policies for example: (i) to reflect changes to the Google Services; (ii) for
legal, regulatory or security reasons; or (iii) to prevent abuse or harm. If Google materially
changes the Monetization Policies then, except in urgent situations (such as preventing
ongoing abuse or responding to legal requirements), it will provide Provider with
reasonable advance notice and the opportunity to review the changes. If Provider does not
agree to the update, Provider will be able to terminate the impacted component of the
Agreement (e.g., the General Monetization Terms or a Module) or opt out of the relevant
Module (as set out above) before the notice expires. For reference, Google also maintains
a permanent log of updates. View our change log here.
 Exhibit:
Watch Page Monetization Module 

1. Applicability. This Watch Page Monetization Module (this “Module”) and Google’s
obligations to pay Provider any Provider Earnings applies solely where Provider Content or
Monetized Content is displayed on a Playback Page (as defined below), in the Provider
Channel or in the YouTube Video Player. This Module does not apply where Provider
Content or Monetized Content is made available through a Google Service in the feed-
based video player interface currently known as “YouTube Shorts” or any related
embedded player.

2. Advertising Revenues. Google will pay Provider fifty-five percent (55%) of Ad

Revenues. “Ad Revenues” means the Net Revenues directly and identifiably arising from
ads provided by Google (or a third party approved by Google) that are displayed or
streamed:

(a) on a page within the Google Services known as “YouTube”, “YouTube Music”
or “YouTube Kids” that is primarily dedicated to the description and playback of
Provider Content or Monetized Content (but which may also show other
recommended content or ads) (a “Playback Page”). For clarity, a “Playback Page”
includes any feed of recommended content and ads shown on such page primarily
dedicated to Provider Content or Monetized Content, but excludes any other type
of content feed (including, without limitation, the “YouTube Shorts” feed) or a
search results page; 

(b) on a Provider Channel within the Google Services known as “YouTube”,

“YouTube Music” or “YouTube Kids”; or 

(c) in conjunction with the playback of Provider Content and Monetized Content
within the YouTube Video Player.

If one or more Google content providers claim a portion of Monetized Content for
monetization through the Content ID system, Provider will receive a pro rata share
of the Ad Revenues that would otherwise be due to Provider in respect of such
Monetized Content, with such pro rata share to be determined by Google in
accordance with the Rights Clearance Adjustment Policies.

3. Subscription Revenues. The Subscription (or Freemium) Offerings Amendment or

Addendum (as applicable) is deleted and, other than: (i) Sections 2.1 to 2.4 (General
Product Terms); (ii) Section 3.1 (Content Pools); and (iii) any section titled “Miscellaneous”
(if applicable); the terms are instead hereby incorporated into this Section 3 of the Module,
but will apply only in respect of Provider Content or Monetized Content that is displayed on
a Playback Page, in the Provider Channel or within the YouTube Video Player. 
 Exhibit:
Google Entity Harmonization

1. Definitions. In this Exhibit, unless expressly stated otherwise:

“Outgoing Affiliates” means any Affiliates of Google LLC that are parties to a relevant
YouTube Agreement; and

“YouTube Agreement(s)” means any agreements (including any amendments thereto) in

effect between Provider and any relevant Outgoing Affiliates as at the Amendment
Effective Date that: (A) govern the licensing and monetization of Provider’s content on
YouTube (e.g., a “Content Hosting Services Agreement” or “Content License Agreement”)
(together, the “Core Agreements”); or (B) refer explicitly to and/or incorporate terms from
the Core Agreements, and relate to Provider’s use of YouTube, including the making
available of Provider’s audiovisual content on YouTube (e.g., any “Content Identification
and Management Agreement”). For clarity, the foregoing does not include agreements or
other terms governing Provider’s purchase of advertising on YouTube.
 
2. Google LLC as Provider’s Sole Counterparty. 

2.1 Subject to Section 2.2, the parties agree that:

(a) Provider:

(i) releases and discharges the Outgoing Affiliates from all

liabilities and obligations under the YouTube Agreements; and

(ii) with respect to any YouTube Agreements to which Google LLC

is not already a party:

(A) accepts Google LLC as a party liable under the

YouTube Agreements in place of the Outgoing Affiliates; and

(B) is bound and liable to Google LLC as a party to the

YouTube Agreements in place of the Outgoing Affiliates;

(b) The Outgoing Affiliates release and discharge Provider from all
liabilities and obligations under the YouTube Agreements; 

(c) with respect to any YouTube Agreements to which it is not already a

party, Google LLC is bound and liable and assumes the benefits and rights
of the Outgoing Affiliates in their place; and
 (d) Accordingly: 

(i) Google LLC is Provider’s sole counterparty to all YouTube

Agreements, and thus shall be both the sole beneficiary of the
applicable benefits and rights and solely responsible for all
obligations to Provider (including payment) under each YouTube
Agreement; and 

(ii) the definition of “Google” in each YouTube Agreement is

amended to mean solely Google LLC.

2.2 This Amendment does not affect any claim or demand that Provider or the
Outgoing Affiliates may have against the other arising prior to the Amendment
Effective Date, nor, for clarity, any rights or obligations of Google LLC acting in any
capacity other than under the YouTube Agreements. 

3. Amendments to the YouTube Agreements. Notwithstanding anything to the

contrary in the YouTube Agreements:

3.1 Affiliates. 

(a) Definition. In all YouTube Agreements, “Affiliate” means any entity

that directly or indirectly controls, is controlled by, or is under common
control with, a party.

(b) Licenses. All intellectual property rights and licenses granted by

Provider under a YouTube Agreement are granted solely to Google, and not
to any of Google’s Affiliates. For the avoidance of doubt, any such rights
and licenses may be sublicensed or assigned as provided herein.

(c) Revenues. For the avoidance of doubt, any amounts calculated under
the YouTube Agreements based on revenue “recognized by Google” (e.g., "
(Net) Ad Revenues" or "(Net) Subscription Revenues") will, where
applicable, also include any such revenue recognized by applicable Google
Affiliates, including any relevant Outgoing Affiliates, or any other Affiliates
that were included in such calculations prior to the Amendment Effective
Date.

3.2 Future Assignment. Neither party may assign any part of a YouTube
Agreement without the written consent of the other, except that either party may
assign any part of a YouTube Agreement to an Affiliate where: (a) the assigning
party remains liable for obligations under the YouTube Agreement; and (b) if
Provider is the assigning party, the assignee has agreed in writing to be bound by
the terms of the YouTube Agreement and Provider has notified Google of the
assignment. Any other attempt to assign is void.
3.3 Sublicensing; Subcontracting. In addition to any other sublicensing or
subcontracting rights Google has in the YouTube Agreements (or at law generally),
Google may also sublicense any of its rights and licenses (including intellectual
property rights and licenses) under the YouTube Agreements or subcontract any of
its obligations or rights under the YouTube Agreements to any of its Affiliates,
provided that Google will be liable for any breach of the YouTube Agreements by its
Affiliates. 

3.4 Agency. For clarity, while Google LLC is the sole party obliged to make any
contractually agreed payments under any YouTube Agreements, from time to time,
Google Affiliates (including Outgoing Affiliates) may, as Google LLC’s paying
agents, transfer or disburse sums to Provider in connection with a YouTube
Agreement.