Terms of Service

NeoGen is an AI-powered dubbing and content distribution platform operated by Memoria Studio LLC. Through NeoGen, we offer a co-ownership model in which Memoria Studio funds, produces, and manages dubbed versions of eligible YouTube content in exchange for a revenue-sharing arrangement.

To be eligible for the NeoGen program, you must:

• Be at least 18 years of age or the age of majority in your jurisdiction;
• Own or control a YouTube channel with a minimum of 1,000,000 (one million) average monthly views over the preceding 90 days;
• Own 100% of the rights to the content submitted for dubbing, or have the legal authority to grant the necessary licenses;
• Have the legal capacity to enter into binding agreements

Submitting an application does not guarantee acceptance into the program. Memoria Studio reserves the right to accept or reject any application at its sole discretion.

The NeoGen onboarding process consists of the following stages:

• Application: You submit your channel details through the Website form for evaluation.
• Channel Assessment: We review your content, audience metrics, and dubbing potential
• Co-Ownership Agreement: If accepted, both parties execute a separate Content Dubbing, Distribution, and Co-Ownership Agreement ('Co-Ownership Agreement') that governs the specific terms of the partnership.

These Terms govern your use of the Website and the application process. The Co-Ownership Agreement, once executed, governs the operational partnership and takes precedence over these Terms in case of conflict regarding the dubbing service

4.1 How It Works

Upon execution of the Co-Ownership Agreement, Memoria Studio will:

• Fund 100% of the dubbing production, including AI-powered dubbing with human refinement of scripts, voice correction, and audio editing;
• Create and manage dubbed YouTube channels for the agreed-upon languages;
• Handle distribution, metadata optimization, and audience growth for dubbed channels;
• Actively develop brand partnerships and sponsorship opportunities for dubbed channels.

4.2 Revenue Share

Revenue generated by dubbed channels — including advertising revenue (AdSense) and channel-specific sponsorships — is shared between the parties according to the percentages specified in the Co-Ownership Agreement.

4.3 Original Content Revenue

For clarity: any brand deals, sponsorships, or integrations related to your original content or your original-language channels belong exclusively to you (100%). Memoria Studio has no claim over revenue generated by your original channels.

4.4 Channel Ownership and Roles

4.4.1 Channel Creation. The Creator shall be responsible for creating the dubbed YouTube channel as a Brand Account. The Creator shall configure the initial channel metadata — including but not limited to the channel name, profile image, banner, and description — in coordination with Memoria Studio's guidelines and approval. Memoria shall not create dubbed channels directly; the Creator's involvement in channel setup ensures platform compliance and maintains the legitimate association between the dubbed channel and the Creator's original content.

4.4.2 Role Assignment. Upon creation of the dubbed channel, the following role structure shall be established:

• (a) The Creator shall invite Memoria to the Brand Account as an authorized team member.
• (b) Memoria shall assume the role of Primary Owner of the Brand Account within thirty (30) calendar days of channel creation.
• (c) The Creator shall retain an authorized role on the Brand Account with access to YouTube Studio, analytics, revenue data, and content management tools.
• (d) Failure to complete the role assignment within the period specified in subsection (b) constitutes a material breach of this Agreement and the Co-Ownership Agreement.

4.4.3 Administrative Authority. Memoria, as Primary Owner, holds exclusive administrative authority over the dubbed channel. This includes, without limitation: content management, monetization settings, channel configuration, AdSense linking, and team management. No changes to the channel's administrative structure, team composition, or role assignments shall be made without Memoria's prior written authorization.

Creator Obligations. The Creator agrees to:

• (a) Maintain the role structure established under Section 4.4.2 and refrain from taking any action that would alter, undermine, or circumvent Memoria's administrative authority over the channel.
• (b) Not add, remove, or modify the role of any person or entity on the Brand Account without Memoria's prior written authorization.
• (c) Not take any action that would compromise the channel's standing, monetization status, or compliance with platform policies.
• (d) Cooperate with any adjustments to the channel's administrative structure that Memoria may reasonably request in response to changes in platform policies or operational requirements, within seven (7) calendar days of such request.

4.4.5 Platform Changes. In the event that YouTube or Google modifies its Brand Account role system, permissions structure, or related platform policies, Memoria reserves the right to adjust the role assignments described in this Section 4.4 to maintain equivalent operational control. The Creator agrees to cooperate with any such adjustments within seven (7) calendar days from Memoria's written request.

4.4.6 Channel Compliance. To maintain compliance with YouTube's platform policies, the dubbed channel shall:

• (a) Clearly disclose in the channel description its relationship to the Creator's original channel, including that the channel is operated in collaboration with the original Creator.
• (b) Maintain sufficient original elements — such as localized thumbnails, adapted descriptions, and channel-specific branding — to differentiate the dubbed channel from the Creator's original channel.
• (c) Comply with all applicable YouTube policies, including but not limited to impersonation policies, reused content policies, and monetization guidelines.

4.5 Operational Autonomy

Memoria Studio retains sole discretion regarding the selection of which videos are dubbed and uploaded, quality standards, translation adaptation, editing, upload schedule, and frequency of publication on the Distribution Channels.

4.6 Right to Suspend Production

Memoria Studio reserves the right to suspend or cancel the production of new dubbed content at its sole discretion and at any time (for example, if a channel is not generating sufficient revenue to justify continued production), without penalty or liability. Suspension of production does not automatically terminate the Co-Ownership Agreement or affect existing revenue-sharing arrangements for already-published content.

5.1 Your Content

You retain all intellectual property rights to your original content. By participating in the NeoGen program, you grant Memoria Studio a license to create dubbed versions, distribute them, and manage the dubbed channels as specified in the Co-Ownership Agreement.

5.2 Dubbed Content

Dubbed versions of your content are jointly owned assets as defined in the Co-Ownership Agreement. Neither party may unilaterally exploit the dubbed content outside the terms of that agreement.

5.3 Audio Assets

Memoria Studio retains exclusive intellectual property ownership of the specific dubbed audio tracks (voice recordings, audio mixes, and project files) created during the production process. These assets are used exclusively within the Distribution Channels and will not be delivered to the Creator as standalone files during the term of the agreement. Upon termination, the Creator shall have no right to request delivery of such audio assets or to use them on their original channels or any other platform.

5.4 NeoGen Platform

All content on the Website — including text, graphics, logos, and design elements — is the property of Memoria Studio LLC and is protected by applicable intellectual property laws. You may not reproduce, distribute, or create derivative works from Website content without our prior written consent.

Upon execution of the Co-Ownership Agreement, the following exclusivity provisions apply:

• Exclusive dubbing rights: The Creator grants Memoria exclusive rights to dub, translate, adapt, localize, and monetize the Original Content in the agreed-upon languages.
• Holdback: The Creator agrees not to use the dubbed audio tracks created by Memoria on their original channels or any other platform.
• Non-compete: The Creator shall not engage, contract, or permit any third party to manage, operate, or create content for competing channels in the agreed-upon languages during the term.

7.1 Termination of Website Use

You may stop using the Website at any time. We may suspend or terminate your access to the Website if you violate these Terms.

7.2 Termination of the Partnership

Termination of the co-ownership partnership is governed by the Co-Ownership Agreement. Key provisions include:

• Notice period: Either party may terminate with 60 days' written notice;
• Buyout option: Upon termination, either party may offer to purchase the other party's 50% ownership interest in the Distribution Channel(s);
• Channel deletion: If no buyout is agreed upon, the Distribution Channels shall be permanently deleted;
• Non-revocation: During the term, the Creator agrees not to revoke or limit the rights granted to Memoria Studio.

8.1 No Guarantee of Results

While Memoria Studio will use commercially reasonable efforts to optimize and grow dubbed channels, we do not guarantee any specific level of views, revenue, subscriber growth, or other performance metrics.

8.2 Platform Dependency

The Service relies on third-party platforms, including YouTube and Google AdSense. Changes to these platforms' terms of service, algorithms, policies, or availability may affect the Service and revenue generated. Memoria Studio is not responsible for actions taken by third-party platforms.

8.3 AI-Powered Dubbing

NeoGen uses artificial intelligence technology for dubbing production, with human oversight for quality assurance. While we strive for the highest quality, AI-generated content may occasionally contain imperfections.

To the maximum extent permitted by applicable law, Memoria Studio LLC shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues.

In no event shall Memoria Studio's total liability exceed the amount of revenue share payments actually paid to you in the twelve (12) months preceding the event giving rise to liability.

You agree to indemnify and hold harmless Memoria Studio LLC from and against any claims, liabilities, damages, losses, and expenses arising out of or related to your breach of these Terms, violation of third-party rights, content you submit without rights, or violation of applicable laws.

We may update these Terms from time to time. When we make material changes, we will update the 'Last updated' date and notify you by email where required. Continued use constitutes acceptance.

These Terms shall be governed by the laws of the State of Florida, United States. Any disputes shall be subject to the exclusive jurisdiction of the courts located in Palm Beach County, Florida.

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the remaining provisions remain in full force and effect.

These Terms, together with the Privacy Policy and any executed Co-Ownership Agreement, constitute the entire agreement between you and Memoria Studio LLC regarding the use of the NeoGen Service.

For questions about these Terms, please contact:

Memoria Studio LLC

700 S. Rosemary Ave., STE 204-451

West Palm Beach, FL, United States

Email: legal@memoriastudio.net

Website: neogen.memoriastudio.net