YouApp Client Services Agreement

Version v2 · effective 2026-09-09

The agreement

# YouApp Client Services Agreement

This Client Services Agreement (the "Agreement") is entered into as of the date of Client's acceptance (the "Effective Date") between YouApp, LLC, a Delaware limited liability company ("YouApp") and the individual or entity accepting this Agreement ("Client").

YouApp operates a platform that builds, hosts, and operates branded applications and websites through which creators connect directly with their fans (the "Platform"). Client wishes to engage YouApp to build and operate a branded application and website for Client (the "Client Platform") on the terms below.

In consideration of the mutual covenants below, the parties agree as follows:

## 1. Services

1.1 **Services.** YouApp will provision, host, operate, and maintain the Client Platform, consisting of (a) a branded iOS application and App Clip, (b) a branded web application, and (c) the hosting, storage, delivery, payment processing, and support infrastructure behind them (collectively, the "Services"), as further described in Schedule A.

1.2 **Launch.** YouApp will make the Client Platform's web application available at a domain designated by Client within a commercially reasonable time after Client provides the brand assets and content described in Section 4. YouApp will submit the iOS application to Apple for review promptly after web launch. Client acknowledges that Apple's review timing and outcome are outside YouApp's control.

1.3 **Support.** YouApp will provide Client with reasonable operational support for the Client Platform during the Term through the support channels YouApp designates. YouApp will use commercially reasonable efforts to keep the Client Platform available and to correct material defects it becomes aware of.

1.4 **Changes to the Services.** YouApp may improve, modify, or update the Platform from time to time, provided that no such change materially reduces the core functionality of the Client Platform during the Term.

## 2. Access and Use

2.1 **License to Client.** Subject to this Agreement, YouApp grants Client, during the Term, a limited, non-exclusive, non-transferable right to access and use the Client Platform to publish content to, communicate with, and receive payments from Client's fans.

2.2 **Restrictions.** Client will not (a) copy, modify, or create derivative works of the Platform; (b) sell, sublicense, or otherwise transfer access to the Platform; (c) reverse engineer or attempt to derive the source code of the Platform; or (d) use the Platform in violation of applicable law or of the terms of any app store or payment processor through which the Client Platform is distributed.

2.3 **Fan Terms.** Fans access the Client Platform under YouApp's end-user license agreement and privacy policy, which YouApp maintains and may update. Client will not adopt fan-facing terms that conflict with them.

## 3. Fees and Payment

3.1 **Fees.** Client will pay YouApp the fees presented at checkout and published on YouApp's pricing page (the "Fees"), consisting of a one-time launch fee due at acceptance of this Agreement and a recurring subscription fee. The subscription fee is tiered by the size of the Client Platform's audience as measured by YouApp, and the tier increases automatically at the start of the next billing period when the audience crosses a tier boundary. Tiers do not decrease automatically; if the audience falls below Client's current tier, Client may request a lower tier, which YouApp will not unreasonably refuse.

3.2 **Fee Changes.** YouApp may change the Fees on at least thirty (30) days' notice to Client. Fee changes take effect at Client's next renewal after the notice period. Client may terminate under Section 6.2 before the change takes effect.

3.3 **Revenue Share.** For fan payments made through the Client Platform (including tips, subscriptions, and other in-app purchases), YouApp retains nine percent (9%) of the gross amount paid by the fan. YouApp's nine percent is calculated on that gross amount, separately from and in addition to the fees charged by the applicable app store or payment processor (Apple, Stripe, or their successors), which are borne by Client. By way of example, on a $100 fan payment through an app store charging a 30% commission, the app store receives $30, YouApp retains $9, and Client receives $61. The amount remaining after the app store or processor fees and YouApp's nine percent is paid to Client under Section 3.4. YouApp does not retain any share of pass-through gifts that YouApp designates as fully paid through to Client.

3.4 **Payouts.** YouApp will remit Client's share of fan payments monthly, within thirty (30) days after the end of the month in which YouApp receives the funds from the applicable processor, less any refunds, chargebacks, or reversals attributable to Client's fans. YouApp will provide Client with a monthly statement showing gross fan payments, processor fees, YouApp's share, and Client's share.

3.5 **Payment Terms.** Subscription fees are billed in advance and are non-refundable. Client authorizes YouApp to charge Client's payment method on file. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Fees are exclusive of taxes; Client is responsible for all taxes other than taxes on YouApp's income.

3.6 **Non-payment.** YouApp will notify Client of an unpaid subscription fee through the Client Platform's administrative tools. If the fee remains unpaid, YouApp may restrict Client's access to administrative functions of the Client Platform, including settings, branding, and deletion, beginning seven (7) days after the due date, and may suspend Client's ability to publish new content beginning twenty-one (21) days after the due date. Reading, messaging with fans, billing functions, and cancellation are never restricted, and fans' access to the Client Platform is not affected by Client's non-payment. Every restriction is lifted when payment is made. YouApp will not remove the Client Platform from distribution for non-payment without at least thirty (30) days' written notice.

3.7 **Referral Program.** YouApp provides Client with a referral link through the Client Platform's administrative tools. If a person who is not already a YouApp client applies through Client's referral link, is accepted by YouApp, and launches a platform under a client services agreement with YouApp (a "Referred Platform"), YouApp will pay Client one percent (1%) of the gross amount paid by fans through the Referred Platform for the twelve (12) consecutive monthly settlement periods beginning with the first monthly settlement period in which YouApp receives fan payments from the Referred Platform (the "Referral Share"). The Referral Share is paid out of YouApp's nine percent under Section 3.3 and does not reduce the amount paid to the operator of the Referred Platform. The Referral Share is calculated on fan payments only and never on any fees the operator of the Referred Platform pays YouApp. It is remitted with Client's payouts under Section 3.4 and shown on Client's monthly statement. No Referral Share is payable where Client refers itself, an entity under common control with Client, or a person who was a YouApp client or had an application pending with YouApp before using Client's referral link. YouApp may end or modify the referral program for future referrals on thirty (30) days' notice; a Referral Share already running on the date of the notice continues for the remainder of its twelve periods on the terms in effect when the Referred Platform launched.

## 4. Client Content and Responsibilities

4.1 **Content.** "Client Content" means all content, data, and materials that Client or Client's authorized users upload to, publish through, or provide to YouApp for the Client Platform, including music, recordings, compositions, lyrics, artwork, photographs, video, text, brand names, logos, and trademarks.

4.2 **Brand Assets and Catalog.** Client will provide the brand assets, catalog, and other materials reasonably requested by YouApp to build and launch the Client Platform, and will designate a primary contact for the engagement.

4.3 **Rights Warranty.** Client represents and warrants that (a) Client owns or controls all rights, including all copyrights in sound recordings and underlying musical compositions, publishing rights, performer and producer consents, sample clearances, and rights of publicity, necessary to grant the licenses in Section 5.1 and to permit the distribution, streaming, and display of the Client Content through the Client Platform worldwide; (b) the Client Content and YouApp's use of it as permitted by this Agreement do not and will not infringe or misappropriate any third party's rights or violate any law; and (c) Client has obtained all consents required from any co-writer, label, publisher, performer, or other rights holder.

4.4 **Prohibited Content.** Client will not publish content through the Client Platform that is unlawful, infringing, defamatory, or that violates the terms of any app store or payment processor through which the Client Platform is distributed.

4.5 **No Hateful Content.** Client will not publish, distribute, or promote through the Client Platform any content that expresses, incites, or promotes hatred, violence, or degradation against any group of people or any individual, including on the basis of race, ethnicity, national origin, immigration status, religion, sex, gender, gender identity, sexual orientation, age, or disability. This prohibition applies to every form of content on the Client Platform, expressly including music, lyrics, audio, video, artwork, and imagery, as well as text. This Section is a material term of this Agreement. YouApp may remove content that violates this Section immediately and without prior notice, and may terminate this Agreement immediately on written notice without the cure period in Section 6.3. YouApp makes determinations under this Section in its reasonable discretion.

4.6 **App Store Distribution.** The Client Platform's iOS application and App Clip are published under YouApp's Apple Developer Program membership, and YouApp is the seller of record for in-app purchases made through them. Client appoints YouApp as Client's authorized representative to submit, sign, distribute, update, and manage the Client Platform's iOS application and its in-app purchase products, and to act on Client's behalf in dealings with Apple concerning the Client Platform. Client represents that Client is the provider of the content in the Client Platform, and will confirm that relationship and this authorization directly to Apple on request. If Apple requires the Client Platform's iOS application to be distributed under Client's own Apple Developer Program membership, Client will enroll in and maintain that membership in good standing, grant YouApp administrative access to it sufficient to build, submit, and manage the application, and cooperate in transferring the application; in that case Client remains obligated to pay YouApp the nine percent under Section 3.3 on fan payments made through the Client Platform, and the parties will agree in writing how those amounts are collected and remitted. Any other distribution arrangement requires YouApp's prior written agreement. YouApp is not responsible for delays or rejections resulting from Apple's review process or policy changes.

## 5. Proprietary Rights

5.1 **Client Content.** As between the parties, Client owns all right, title, and interest in the Client Content. Client grants YouApp, during the Term, a non-exclusive, worldwide, royalty-free license to host, store, reproduce, transcode, stream, display, distribute, and otherwise use the Client Content solely to provide the Services and operate the Client Platform, and to use Client's name, likeness, and brand assets to identify the Client Platform.

5.2 **YouApp Property.** As between the parties, YouApp owns all right, title, and interest in the Platform, including all software, templates, designs, documentation, tooling, and infrastructure used to provide the Services, all Feedback (defined below), and all modifications, improvements, and derivative works of the foregoing (collectively, "YouApp Property"). No rights in YouApp Property are granted to Client except as expressly stated in this Agreement.

5.3 **Feedback.** Client may provide suggestions or feedback about the Platform ("Feedback"). YouApp may use Feedback for any purpose without obligation to Client.

5.4 **Fan Data.** "Fan Data" means information about fans of the Client Platform, including account identifiers, contact information where fans have provided it, subscription and purchase history, and messages. As between the parties, Client owns Fan Data relating to the Client Platform's fans. YouApp collects and processes Fan Data as the operator of the Platform, under its own end-user license agreement and privacy policy with fans, to provide and operate the Services. Each party is responsible for its own compliance with applicable data protection law with respect to the Fan Data it holds. If applicable law requires a data processing addendum or similar terms between the parties, the parties will enter into one and it will form part of this Agreement.

5.5 **Aggregated and Usage Data.** YouApp may collect and use de-identified, aggregated data derived from use of the Platform, and technical usage data that does not identify Client or any fan, for any lawful purpose, including improving and marketing the Platform. YouApp owns such data.

## 6. Term and Termination

6.1 **Term.** This Agreement begins on the Effective Date and continues month to month until terminated under this Section (the "Term").

6.2 **Termination for Convenience.** Either party may terminate this Agreement for any reason on thirty (30) days' written notice.

6.3 **Termination for Breach.** Either party may terminate this Agreement immediately on written notice if the other party materially breaches this Agreement and fails to cure the breach within fifteen (15) days after notice.

6.4 **Effect of Termination.** On termination: (a) Client's licenses under Section 2 end; (b) on Client's written request made within thirty (30) days after the termination date, YouApp will provide Client with a copy of the Client Content and Fan Data in a commercially reasonable format within thirty (30) days after the request; (c) after the periods in (b) have passed, YouApp may remove the Client Platform from distribution and delete Client Content and Fan Data from its systems, subject to its ordinary backup and retention practices and applicable law; (d) YouApp will pay Client any remaining share of fan payments under Section 3.4; and (e) fees earned through the termination date remain payable. Sections 3.4, 3.5, 4.3, 5, 6.4, 7, 8, 9, and 10 survive termination.

## 7. Confidentiality

7.1 **Confidential Information.** "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") in connection with this Agreement that is marked confidential or that a reasonable person would understand to be confidential, including the financial terms of this Agreement and Client's unreleased content and business plans.

7.2 **Obligations.** Recipient will use Discloser's Confidential Information only to perform under this Agreement, will disclose it only to its employees and contractors who need to know it and are bound by confidentiality obligations at least as protective, and will protect it with at least reasonable care.

7.3 **Exceptions.** These obligations do not apply to information that (a) was known to Recipient before disclosure; (b) is or becomes public through no fault of Recipient; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Confidential Information. Recipient may disclose Confidential Information to the extent required by law, with prompt notice to Discloser where lawful.

7.4 **Publicity.** Either party may publicly announce the launch of the Client Platform and identify the other as a client or provider, in a form approved by the other party in writing in advance (approval not to be unreasonably withheld). Any other publicity concerning this Agreement requires the other party's prior written consent.

## 8. Warranties and Disclaimers

8.1 **Mutual.** Each party represents that it has the authority to enter into this Agreement.

8.2 **YouApp.** YouApp warrants that it will provide the Services in a professional and workmanlike manner.

8.3 **Disclaimer.** EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE PLATFORM AND SERVICES ARE PROVIDED "AS IS," AND YOUAPP DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOUAPP DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE CLIENT PLATFORM WILL BE ACCEPTED BY ANY APP STORE, OR THAT CLIENT WILL ACHIEVE ANY PARTICULAR AUDIENCE OR REVENUE.

## 9. Indemnification; Limitation of Liability

9.1 **By Client.** Client will defend, indemnify, and hold harmless YouApp and its officers, directors, employees, and agents from and against any third-party claim, and the resulting damages, costs, and reasonable attorneys' fees, arising from (a) the Client Content, including any claim that the Client Content infringes or misappropriates a third party's rights; (b) Client's breach of Section 4; or (c) Client's violation of law.

9.2 **By YouApp.** YouApp will defend, indemnify, and hold harmless Client from and against any third-party claim, and the resulting damages, costs, and reasonable attorneys' fees, alleging that the Platform (excluding Client Content) infringes a United States patent, copyright, or trademark, or misappropriates a trade secret.

9.3 **Procedure.** The indemnified party will promptly notify the indemnifying party of the claim, allow it to control the defense and settlement, and provide reasonable cooperation at the indemnifying party's expense. No settlement that imposes obligations on the indemnified party may be made without its consent.

9.4 **Exclusion of Damages.** NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.5 **Cap.** EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO YOUAPP UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS CAP DOES NOT APPLY TO A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF SECTION 7, OR INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY.

## 10. General

10.1 **Independent Contractors.** The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

10.2 **Assignment.** Neither party may assign this Agreement without the other's prior written consent (not to be unreasonably withheld), except that either party may assign it without consent to an affiliate or to a successor to substantially all of its business or assets to which this Agreement relates. Any other attempted assignment is void.

10.3 **Notices.** Notices must be in writing and delivered by email to the address each party designates, or by courier or certified mail to the address on file, and are effective on receipt. Routine communications may be made through the Client Platform's administrative tools.

10.4 **Governing Law; Venue.** This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in San Francisco, California.

10.5 **Remedies.** A breach of Section 5 or 7 may cause irreparable harm for which monetary damages would be inadequate, and the non-breaching party may seek injunctive relief without posting a bond. In any action to enforce this Agreement, the prevailing party is entitled to its reasonable attorneys' fees and costs.

10.6 **Compliance with Laws.** Each party will comply with all laws applicable to its performance under this Agreement, including export control laws.

10.7 **Amendments to this Agreement.** YouApp may update this Agreement from time to time. YouApp will give Client at least thirty (30) days' notice of any material change through the Client Platform's administrative tools or by email, and will present the updated Agreement to Client for acceptance. Material changes take effect on the stated effective date after the notice period, or on Client's earlier acceptance. If Client does not accept a material change, Client may terminate this Agreement under Section 6.2 before the effective date and the prior version continues to govern until termination. YouApp maintains a version history of this Agreement, and Client's acceptance of each version is recorded.

10.8 **Electronic Acceptance.** Client accepts this Agreement by clicking to agree at checkout or by other electronic means YouApp provides. Electronic acceptance has the same force as a handwritten signature. YouApp will record the version of this Agreement accepted, the date and time, and the accepting account, and will make the accepted version available to Client through the Client Platform's administrative tools.

10.9 **Waiver; Severability.** A waiver is effective only if in writing and signed by the waiving party. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder of this Agreement remains in effect.

10.10 **Entire Agreement.** This Agreement, including Schedule A and the Fees presented at checkout, is the entire agreement between the parties on its subject and supersedes all prior agreements and understandings, including any beta services agreement between the parties. In case of conflict, the body of this Agreement controls over Schedule A.

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## Schedule A: Services

- Provisioning of a dedicated Client Platform: branded iOS application and App Clip, branded web application, and supporting infrastructure.
- Hosting, storage, media delivery, and streaming of Client Content.
- Fan authentication, subscriptions, tips, and other fan payment processing through Apple and Stripe (or successors), and monthly settlement statements.
- Artist dashboard for publishing, messaging, audience, and earnings.
- Submission and maintenance of the iOS application in the App Store, subject to Section 4.6.
- Operational support through YouApp's designated support channels.