GAAPHOENIX LLC
SLEEP CREATOR AGREEMENT
Agreement Between gaaphoenix LLC and Sleep Content Creator
Effective Date: June 1, 2025
IMPORTANT NOTICE: This document is a legal template drafted for informational purposes. It must be reviewed and finalized by a licensed attorney before use. gaaphoenix LLC accepts no liability for reliance on this template without legal counsel.
1. PARTIES AND DEFINITIONS
This Sleep Creator Agreement ("Agreement") is entered into as of the date of electronic acceptance ("Effective Date") between gaaphoenix LLC, a New Mexico limited liability company ("Company," "We," "Us," or "Platform"), and the individual or entity registering as a content creator ("Creator," "You," or "Sleeper").
For purposes of this Agreement:
"Sleep Content" means any live stream, recorded video, audio, or other media depicting the Creator sleeping, napping, or in a restful state.
"Platform" means the OnlySleep digital platform, website, and all associated applications.
"Subscribers" means viewers who pay to access Creator's Sleep Content.
"Revenue" means all fees collected from Subscribers attributable to Creator's content.
"Gifts/Tips" means voluntary monetary contributions sent by viewers during live streams.
2. CREATOR ELIGIBILITY AND REPRESENTATIONS
2.1 Age Requirement
Creator represents and warrants that they are at least 18 years of age. Creators under 18 are strictly prohibited from joining the Platform. The Company reserves the right to request government-issued photo identification at any time to verify age.
2.2 Voluntary Participation
Creator expressly acknowledges and confirms that their participation on the Platform is entirely voluntary. Creator freely and knowingly consents to streaming themselves sleeping and to having such content viewed by paying Subscribers. Creator has not been coerced, pressured, or deceived into participation.
2.3 Identity Verification
Creator must complete identity verification via the Company's designated verification provider before going live. Failure to complete verification will result in account suspension and withholding of earnings.
2.4 Geographic Eligibility
Creator must reside in a jurisdiction where the Platform's services are legally permissible. Creator is solely responsible for ensuring their participation complies with all applicable local, state, national, and international laws.
3. CONTENT STANDARDS
3.1 Permitted Content
Creators may only stream content depicting themselves sleeping, resting, napping, or in a calm restful state. The following are explicitly permitted:
Natural sleeping with normal bedding, pajamas, or comfortable attire
Ambient sounds including breathing, light snoring, and room atmosphere
Multiple camera angles of the sleeping environment
Timelapses of sleep sessions
Pre-sleep routines (reading, meditation) leading to sleep
3.2 Prohibited Content
The following content is strictly prohibited and will result in immediate termination:
Any sexually explicit, suggestive, or adult content
Nudity beyond what is normally visible in sleepwear
Content involving minors in any capacity
Simulated distress, violence, or self-harm
Illegal activities of any kind
False, misleading, or fraudulent sleep portrayals designed to deceive Subscribers
3.3 Stream Quality Standards
Creator agrees to maintain reasonable video and audio quality. The Company may set minimum technical standards and notify Creator of required improvements.
4. REVENUE SHARE AND PAYMENTS
4.1 Subscription Revenue
Creator shall receive seventy-five percent (75%) of all net subscription revenue directly attributable to their content, after deduction of payment processing fees. The Company retains twenty-five percent (25%) as its platform commission.
4.2 Gift and Tip Revenue
Creator shall receive seventy percent (70%) of all Gifts and Tips received during live streams. The Company retains thirty percent (30%). Virtual gift items sold by the Platform are governed by the Company's separate Virtual Goods Policy.
4.3 Payment Schedule
Payments are processed monthly, on or before the 15th of each calendar month, for the preceding month's earnings. Minimum payout threshold is USD $50.00. Balances below this threshold carry forward to the following month.
4.4 Payment Methods
The Company supports payment via bank transfer (ACH/SWIFT), PayPal, and other methods as designated on the Platform. Creator is responsible for providing accurate payment information. The Company is not liable for failed payments due to incorrect information.
4.5 Taxes
Creator is solely responsible for all taxes applicable to their earnings. The Company will issue IRS Form 1099-NEC to US-based Creators earning over $600 annually. Non-US Creators must submit appropriate tax forms (W-8BEN or equivalent) upon request. Creator indemnifies the Company against any tax liability arising from Creator's failure to comply with tax obligations.
4.6 Chargebacks and Refunds
In the event of Subscriber chargebacks or refunds, the corresponding Creator earnings may be reversed or deducted from future payments.
5. INTELLECTUAL PROPERTY AND LICENSES
5.1 Creator Ownership
Creator retains full ownership of all Sleep Content they create. This Agreement does not transfer ownership of any intellectual property from Creator to the Company.
5.2 License to Company
Creator grants the Company a non-exclusive, worldwide, royalty-free license to host, stream, display, distribute, and promote Creator's Sleep Content on the Platform for the duration of this Agreement. This license is limited to Platform operations and marketing.
5.3 Promotional Use
Creator grants the Company permission to use brief clips (maximum 30 seconds) and screenshots of Sleep Content for promotional and marketing purposes, including but not limited to social media, advertising, and press materials.
5.4 Subscriber Rights
Subscribers are granted a limited, non-transferable license to view Sleep Content for personal, non-commercial use only. Recording, downloading, or redistribution of content by Subscribers is prohibited.
6. PRIVACY AND DATA
The Company collects and processes Creator data in accordance with its Privacy Policy, incorporated herein by reference. Creator consents to the collection of earnings data, stream analytics, and account information necessary to operate the Platform. Creator's full legal name and address are kept confidential and are not shared with Subscribers.
Creator may choose to operate under a pseudonym. The Company will respect this preference in all public-facing communications.
7. CREATOR OBLIGATIONS
Maintain accurate account information at all times.
Comply with all Platform content standards and community guidelines.
Not engage in harassment, manipulation, or fraudulent behavior toward Subscribers.
Not artificially inflate view counts, subscriber numbers, or engagement metrics.
Promptly report any technical issues, security concerns, or policy violations to the Company.
Not operate a competing sleep content platform while active on OnlySleep, unless prior written consent is obtained.
Comply with all applicable laws, including those governing streaming, data privacy, and taxation.
8. TERM AND TERMINATION
8.1 Term
This Agreement commences upon Creator's acceptance and continues indefinitely until terminated by either party.
8.2 Termination by Creator
Creator may terminate this Agreement at any time by deactivating their account. Earned and unpaid revenue at the time of termination will be paid in the next regular payment cycle, subject to the minimum payout threshold.
8.3 Termination by Company
The Company may terminate this Agreement immediately and without notice for: (a) violation of content standards; (b) fraudulent activity; (c) breach of any material term of this Agreement; (d) failure to pass identity verification; or (e) legal necessity.
8.4 Effect of Termination
Upon termination, Creator's access to the Platform will be revoked. The Company may remove Creator's content from the Platform at its discretion. Any earned but unpaid revenue above the minimum threshold will be paid within 30 days of termination, unless withheld for cause.
9. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GAAPHOENIX LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PLATFORM. THE COMPANY'S TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF (A) $100 OR (B) THE TOTAL AMOUNT PAID TO CREATOR IN THE THREE MONTHS PRECEDING THE CLAIM.
10. INDEMNIFICATION
Creator agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) Creator's Sleep Content; (b) Creator's breach of this Agreement; (c) Creator's violation of any third-party rights; or (d) Creator's violation of applicable law.
11. GOVERNING LAW AND DISPUTES
This Agreement is governed by the laws of the State of New Mexico, United States, without regard to conflict of law principles. Any dispute arising from this Agreement shall be resolved by binding arbitration under the American Arbitration Association Commercial Rules, in Albuquerque, New Mexico. Class action waiver: Creator waives the right to participate in any class action lawsuit or class-wide arbitration.
12. MISCELLANEOUS
Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding its subject matter.
Amendments: The Company may update this Agreement with 30 days written notice to Creator.
Severability: If any provision is found unenforceable, the remaining provisions remain in full force.
Independent Contractor: Creator is an independent contractor, not an employee of the Company.
No Waiver: Failure to enforce any right does not constitute waiver of that right.
13. SIGNATURES
By registering as a Creator on the Platform, Creator acknowledges having read, understood, and agreed to this Agreement in its entirety.
GAAPHOENIX LLC
Authorized Representative: _______________________
Title: _______________________
Date: June 1, 2025
CREATOR
Full Legal Name: _______________________
Creator Name (Pseudonym): _______________________
Date: _______________________
Electronic Signature: _______________________