Frequently Asked Questions

  1. The HFA Opt-In Period is over. Can I still submit an Opt-In Agreement?
  2. What is the YouTube Licensing Offer?
  3. Who is eligible to participate in the YouTube Licensing Offer?
  4. What does the License Agreement provide?
  5. What royalties will be due under the License Agreement?
  6. What are the terms of publisher participation in the YouTube Licensing Offer?
  7. What do I need to do to enter into the License Agreement with YouTube?
  8. What did I need to do to participate in the Advance?
  9. How does a publisher become an "HFA Participating Publisher"?
  10. What benefits do HFA Participating Publishers receive?
  11. Do I have to be a member of NMPA or affiliated with HFA to participate in the YouTube Licensing Offer?
  12. What are the steps for opting in?
  13. If I participated in the NMPA Limewire Settlement Distribution Program, did I need to submit Mechanical Royalty information for purposes of calculating my share of the Advance for the YouTube Licensing Offer?
  14. If I did not participate in the NMPA Limewire Settlement Distribution Program but I wanted to participate in the YouTube Licensing Offer, what did I need to do?
  15. Was any supporting documentation needed in addition to the Opt-In Agreement in order to participate in the Advance?
  16. If I submitted the Direct Licensing Income Form, what time period had to be covered in that form?
  17. Did I have to submit my supporting documentation at the same time as the Opt-In Agreement?
  18. Can I file an Opt-In Agreement online? If so, how does online filing work?
  19. How will the Program Administrator calculate each participant's "Market Share"?
  20. If I opt in to the YouTube Licensing Offer, will I still be able to assert my DMCA takedown rights?
  21. Will HFA be the License Administrator?
  22. Who is the Program Administrator?
  23. I filed before January 16, 2012, the final day of the HFA Opt-In Period. When can I expect to receive my share of the Advance?
  24. I filed after January 16, 2012, the final day of the HFA Opt-In Period. Will I receive a share of the Advance?
  25. What if I do not want to become an HFA Participating Publisher?
  26. What should be the tax treatment of the Advance?
  27. Do I need my own attorney?


Definitions

  1. What is the "NMPA"?
  2. What is the "HFA"?
  3. What is the "YouTube Licensing Offer"?
  4. Who is an "HFA Participating Publisher"?
  5. What is “the Litigation”?
  6. What is “HFA Income Information"?
  7. What is "Direct Licensing Income Information"?
  8. What are "Mechanical Royalties"?



1. The HFA Opt-In Period is over. Can I still submit an Opt-In Agreement?

Yes. Publishers may opt into a license agreement with YouTube after January 16, 2012, the final day of the HFA Opt-In Period; however, publishers who opt-in after January 16, 2012 cannot participate in the Advance. This deadline cannot be extended.

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2. What is the YouTube Licensing Offer?

The National Music Publishers’ Association (“NMPA”), The Harry Fox Agency (“HFA”) and YouTube are offering to all independent music publishers (regardless of affiliation with NMPA or HFA) and to non-U.S. mechanical collection societies that have entered into reciprocal agreements with HFA, the opportunity to opt into a direct license agreement with YouTube (the “License Agreement”) administered by HFA. NMPA and HFA have negotiated the terms of the License Agreement with YouTube for the benefit of all independent music publishers.

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3. Who is eligible to participate in the YouTube Licensing Offer?

All independent music publishers (regardless of affiliation with NMPA or HFA), and non-U.S. mechanical collection societies that have entered into reciprocal agreements with HFA, have the opportunity to opt into a direct license agreement with YouTube.

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4. What does the License Agreement provide?

The License Agreement grants to YouTube the rights necessary for the synchronization of a publisher’s musical works with certain videos posted by YouTube users and to receive royalties from YouTube for user-generated videos for which YouTube receives advertising revenue worldwide. The License Agreement does not extend to or cover any right of public performance.

For a summary of Key Provisions of the License Agreement, please review the YouTube Licensing Offer Overview.

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5. What royalties will be due under the License Agreement?

The following is a brief outline of the royalties payable pursuant to the License Agreement. YouTube will pay HFA Participating Publishers a royalty, prorated by ownership, of 15% of Net Ad Revenues associated with the use of their musical works in certain user-generated videos. The royalty may increase up to 50% in certain limited circumstances set forth in the License Agreement. Please carefully review the License Agreement, which fully describes the royalties.

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6. What are the terms of publisher participation in the YouTube Licensing Offer?

In exchange for the consideration given by YouTube under the License Agreement, each publisher agrees to release YouTube through the date of its Opt-in Agreement (when the publisher opts into the License Agreement) in any Covered Territory (please refer to the YouTube License Agreement and YouTube Licensing Offer Overview for definitions). This release is limited to the extent a publisher does not have the legal authority to grant the release for third parties such as songwriters, co- or sub-publishers, collecting societies, and also does not include claims relating to lyrics displays. Publishers agree not to sue YouTube for any claim arising out of YouTube’s exploitation of the licensed rights covered under the License Agreement. The covenant not to sue is also limited to the extent a publisher does not have the legal authority to grant the covenant on behalf of third parties such as songwriters, co- or sub-publishers, collecting societies, and also does not include claims relating to lyrics displays. HFA Participating Publishers who enter into the License Agreement and its Release and Covenant Not to Sue forego any right to participate in any ongoing copyright infringement lawsuits against YouTube or benefit from any future judgments or settlements that may result from those suits, including the Litigation.

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7. What do I need to do to enter into the License Agreement with YouTube?

To participate in the YouTube Licensing Offer, a publisher must execute the Opt-In Agreement to enter into the License Agreement directly with YouTube. Publishers may file their Opt-In Agreement online, submit their Opt-In Agreement by e-mail to YouTubeLicenseOffer@gcginc.com as a PDF attachment, or return their Opt-In Agreement by mail to:

YouTube Licensing Offer
c/o GCG, Inc.
P.O. Box 9783
Dublin, OH 43017-5683

Publishers can continue to opt into the YouTube Licensing Offer using HFA as the License Administrator following the Opt-In Period. However, those publishers who opt in after January 16, 2012 will not receive a share of the Advance.

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8. What did I need to do to participate in the Advance?

To participate in the Advance, each HFA Participating Publisher needed to submit their Opt-In Agreement and, if necessary, submit a Direct Licensing Income Form. Each HFA Participating Publisher who participated in the NMPA Limewire Settlement Distribution Program and submitted Direct Licensing Income Information for the NMPA Limewire Settlement Distribution Program did not need to submit the Direct Licensing Income Form. Additionally, an HFA Participating Publisher only needed to submit a Supplemental Direct Licensing Income Form to describe any changes to the Direct Licensing Income Information provided for the NMPA Limewire Settlement Distribution Program. You did not need to submit the Supplemental Direct Licensing Income Form if you did not have any changes.

An HFA Participating Publisher who was not relying on its NMPA Limewire Settlement Distribution Program income data had to file the Direct Licensing Income Form listing all of its U.S. Mechanical Royalties received or recouped (excluding HFA Income Information) from July 1, 2007 through June 30, 2010, with the Program Administrator by January 16, 2012, in order to participate in the Advance. This deadline cannot be extended.

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9. How does a publisher become an "HFA Participating Publisher"?

Those independent publishers who choose to participate in the YouTube Licensing Offer by submitting a properly completed Opt-In Agreement by mail, e-mail or through this website are “HFA Participating Publishers.” Publishers can continue to opt into the YouTube Licensing Offer using HFA as the License Administrator following the Opt-In Period. However, those publishers who opt in after January 16, 2012 will not receive a share of the Advance.

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10. What benefits do HFA Participating Publishers receive?

“HFA Participating Publishers” who submitted an Opt-In Agreement and, if necessary, Direct Licensing Income Form by January 16, 2012, the final day of the HFA Opt-In Period, will receive a share of an up to $4,000,000 recoupable advance pool (the “Advance”). The actual amount of the advance pool and the Advance payable to each HFA Participating Publisher will be determined based upon aggregate publisher participation in the YouTube Licensing Offer and the relative market share calculation of each HFA Participating Publisher, respectively. HFA will assess an administration fee of 7.5% with respect to any Advance and royalties paid to HFA Participating Publishers. An Opt-In Agreement and, if necessary, Direct Licensing Income Form, had to be completed electronically through this website, e-mailed to YouTubeLicenseOffer@gcginc.com as a PDF attachment, or mailed and received by January 16, 2012, in order for a publisher to participate in the Advance. Those independent publishers who opt in after January 16, 2012, the final day of the HFA Opt-In Period, cannot participate in the Advance. This deadline cannot be extended.

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11. Do I have to be a member of NMPA or affiliated with HFA to participate in the YouTube Licensing Offer?

No. Any music publisher (regardless of affiliation with NMPA or HFA), and non-U.S. mechanical collection societies that have entered into reciprocal agreements with HFA, may choose to participate in the YouTube Licensing Offer using HFA as the License Administrator by opting in through this website, mailing their completed Opt-In Agreement to YouTubeLicenseOffer@gcginc.com as a PDF attachment, or returning their Opt-In Agreement by mail to:

YouTube Licensing Offer
c/o GCG, Inc.
P.O. Box 9783
Dublin, OH 43017-5683

Publishers can continue to opt into the YouTube Licensing Offer using HFA as the License Administrator following the Opt-In Period. However, those publishers who opt in after January 16, 2012 will not receive a share of the Advance.

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12. What are the steps for opting in?

HFA Opt-In Period: Independent music publishers and non-U.S. mechanical collection societies that have entered into reciprocal agreements with HFA were able to opt in as HFA Participating Publishers during a 60-day HFA Opt-In Period beginning on November 17, 2011 and ending on January 16, 2012. In order to participate in the Advance, a music publisher had to opt into the YouTube Licensing Offer during the above period by submitting an Opt-In Agreement. If the publisher was not relying on its NMPA Limewire Settlement Distribution Program income data, it also had to submit Direct Licensing Income Information electronically through this website or by e-mail to YouTubeLicenseOffer@gcginc.com.

Independent publishers or societies may opt in after January 16, 2012, the final day of the HFA Opt-In Period; however, they cannot participate in the Advance. This deadline cannot be extended.

First Step: A publisher should review all of the material on this website, including, but not limited to, the YouTube Licensing Offer Overview, Opt-In Agreement, and YouTube License Agreement. Publishers who wish to opt in may do so by completing the Opt-In Agreement. Publishers can continue to opt into the YouTube Licensing Offer using HFA as the License Administrator following the Opt-In Period. However, those publishers who opt in after January 16, 2012 will not receive a share of the Advance.

Second Step: Following the conclusion of the HFA Opt-In Period, HFA and/or the Program Administrator will use the licensing income maintained by HFA and any Direct Licensing Income Information reported directly by publishers who opted in by January 16, 2012, to calculate the estimated “Market Share” for each HFA Participating Publisher and will determine the Advance that each HFA Participating Publisher will receive.

Important Note: Please note that the HFA Opt-In Period ended on January 16, 2012. If a publisher did not submit its Opt-In Agreement by January 16, 2012, and if a publisher who was not relying on its NMPA Limewire Settlement Distribution Program income data did not submit its Direct Licensing Income Information to the Program Administrator by January 16, 2012, the final day of the HFA Opt-In Period, that publisher cannot participate in the Advance. This deadline cannot be extended.

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13. If I participated in the NMPA Limewire Settlement Distribution Program, did I need to submit Mechanical Royalty information for purposes of calculating my share of the Advance for the YouTube Licensing Offer?

No. You did not need to submit the Direct Licensing Income Form if you provided similar information for the NMPA Limewire Settlement Distribution Program. You only needed to submit the Supplemental Direct Licensing Income Form to describe any changes to the Direct Licensing Income Information provided for the NMPA Limewire Settlement Distribution Program. You did not need to submit the Supplemental Direct Licensing Income Form if you did not have any changes.

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14. If I did not participate in the NMPA Limewire Settlement Distribution Program but I wanted to participate in the YouTube Licensing Offer and the Advance, what did I need to do?

If you did not participate in the NMPA Limewire Settlement Distribution Program, you had to provide a completed Opt-In Agreement and a completed Direct Licensing Income Form by January 16, 2012, the final day of the HFA Opt-In Period, in order to participate in the Advance. This deadline cannot be extended.

Publishers can continue to opt into the YouTube Licensing Offer using HFA as the License Administrator following the Opt-In Period. However, those publishers who opt in after January 16, 2012 will not receive a share of the Advance.

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15. Was any supporting documentation needed in addition to the Opt-In Agreement in order to participate in the Advance?

Yes. To participate in the Advance, a publisher could rely on its NMPA Limewire Settlement Distribution Program data. If a publisher did not participate in the NMPA Limewire Settlement Distribution Program, it had to complete and file with the Program Administrator the Direct Licensing Income Form, which was available for download on this website, listing all of its Mechanical Royalties received or recouped (excluding HFA Income Information) from July 1, 2007 through June 30, 2010. An HFA Participating Publisher who was not relying on its NMPA Limewire Settlement Distribution Program income data had to file the required Direct Licensing Income Form with the Program Administrator by January 16, 2012 in order to participate in the Advance. This deadline cannot be extended.

PLEASE NOTE: You did not need to submit the Direct Licensing Income Form if you provided similar information for the NMPA Limewire Settlement Distribution Program. You only needed to submit the Supplemental Direct Licensing Income Form to describe any changes to the Direct Licensing Income Information provided for the NMPA Limewire Settlement Distribution Program. You did not need to submit the Supplemental Direct Licensing Income Form if you did not have any changes.

HFA Participating Publishers that are currently affiliated with HFA could, but were not required to, supplement their HFA Income Information, and HFA Participating Publishers that are not otherwise affiliated with HFA were required to submit evidence as to the amount of U.S. Mechanical Royalties received or recouped by, or distributed to, that HFA Participating Publisher from any source other than HFA Income, if any, during the period of July 1, 2007 through June 30, 2010 (“Direct Licensing Income Information”). “Mechanical Royalties” means royalties paid for the right to use copyrighted works to make and distribute phonorecords to the public for private use, including by means of digital phonorecord deliveries, in the United States.

HFA Participating Publishers who submitted a Direct Licensing Income Form agree to make their supporting books and records with respect to such income available for inspection by an independent auditor selected by HFA upon request and within twenty-one (21) days of the date of such a request.

Important Note: Direct Licensing Income Information received by the Program Administrator after January 16, 2012, the final day of the HFA Opt-In Period, cannot be included in the calculation of Market Share for purposes of determining the payment and distribution of the Advance.

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16. If I submitted the Direct Licensing Income Form, what time period had to be covered in that form?

A publisher who was not relying on its NMPA Limewire Settlement Distribution Program income data had to complete and file with the Program Administrator the Direct Licensing Income Form listing all of its U.S. Mechanical Royalties received or recouped (excluding HFA Income Information) from July 1, 2007 through June 30, 2010.

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17. Did I have to submit my supporting documentation at the same time as the Opt-In Agreement?

Yes. HFA Participating Publishers that are not otherwise affiliated with HFA were required to submit evidence as to the amount of U.S. Mechanical Royalties received or recouped by, or distributed to, that HFA Participating Publisher, if any, during the period of July 1, 2007 through June 30, 2010. HFA Participating Publishers who were not relying on their NMPA Limewire Settlement Distribution Program income data who wished to supplement their HFA Income Information with evidence of Direct Licensing Income Information for July 1, 2007 through June 30, 2010, needed to submit a Direct Licensing Income Form by January 16, 2012, the final day of the Opt-In Period, in order to participate in the Advance.

HFA Participating Publishers that are not otherwise affiliated with HFA who did not submit a Direct Licensing Income Form by January 16, 2012 cannot participate in the Advance. This deadline cannot be extended.

PLEASE NOTE: You did not need to submit the Direct Licensing Income Form if you provided similar information for the NMPA Limewire Settlement Distribution Program. You only needed to submit the Supplemental Direct Licensing Income Form to describe any changes to the Direct Licensing Income Information provided for the NMPA Limewire Settlement Distribution Program. You did not need to submit the Supplemental Direct Licensing Income Form if you did not have any changes.

HFA Participating Publishers who submitted a Direct Licensing Income Form or Supplemental Direct Licensing Income Form agree to make their supporting books and records with respect to such income available for inspection by an independent auditor selected by HFA upon request and within twenty-one (21) days of the date of such a request.

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18. Can I file an Opt-In Agreement online? If so, how does online filing work?

Yes. Claimants have the ability to submit their Opt-In Agreement via this website. There are two ways to do this:

  1. If you received an Opt-In Agreement in the mail, click on the “Opt-In Agreement” tab on this website and select “Click here to submit an Opt-In Agreement electronically.” When prompted, enter the claim and control number printed on the upper-left corner of the Agreement, then follow the instructions to complete submission of your Opt-In. If you have misplaced the Opt-In Agreement that was mailed to you, please e-mail YouTubeLicenseOffer@gcginc.com to request another copy of your Opt-In Agreement.
  2. If you did not receive an Opt-In Agreement in the mail, click the “Opt-In Agreement” tab on this website and select “Click here to download and view a personalized Opt-In Agreement,” then fill out the requested contact details. You will then be provided with an Opt-In Agreement for download, personalized with the contact details entered. The claim and control numbers listed on the downloadable Opt-In Agreement can be used to opt-in as described in 1. above.

If you have completed and scanned the paper Opt-In Agreement that was sent to you, please e-mail the scanned Opt-In Agreement to YouTubeLicenseOffer@gcginc.com.

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19. How will the Program Administrator calculate each participant's "Market Share"?

Below is a brief description of the “Market Share” methodology. For a full description, please review the YouTube Licensing Offer Overview.

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20. If I opt in to the YouTube Licensing Offer, will I still be able to assert my DMCA takedown rights?

Yes, you will still be able to issue a DMCA takedown notice via www.youtube.com.

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21. Will HFA be the License Administrator?

All publishers that enter into the License Agreement by opting in on this website or by mail will have HFA administer their License Agreement. If you do not want HFA to be the License Administrator, you may make arrangements with YouTube directly (please see FAQ #25). If you did not choose to use HFA as the License Administrator by opting in through this website and submitting Direct Licensing Income, if necessary, by January 16, 2012, you cannot participate in the Advance.

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22. Who is the Program Administrator?

GCG, Inc. has been designated the “Program Administrator”.

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23. I filed before January 16, 2012, the final day of the HFA Opt-In Period. When can I expect to receive my share of the Advance?

If you submitted a completed Opt-In Agreement and, if you are not relying on your NMPA Limewire Settlement Distribution Program income data, a Direct Licensing Income Form, by January 16, 2012, you will qualify to participate in the Advance. It is anticipated that the Advance will be distributed in mid-September 2012.

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24. I filed after January 16, 2012, the final day of the HFA Opt-In Period. Will I receive a share of the Advance?

Any documents filed after January 16, 2012 cannot be considered in the calculation of the Advance. If your Opt-In Agreement was received by the Program Administrator after January 16, 2012, you cannot participate in the Advance. This deadline cannot be extended.

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25. What if I do not want to become an HFA Participating Publisher?

Publishers may choose to have YouTube administer their License Agreement directly, on terms YouTube will establish. If you would like to enter into the License Agreement but do not want to opt into the YouTube Licensing Offer as an HFA Participating Publisher, please contact YouTube directly at music-publisher-inquiries@youtube.com. If you did not choose to use HFA as the License Administrator by opting in on this website or by mail by January 16, 2012, you cannot participate in the Advance.

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26. What should be the tax treatment of the Advance?

Please check with your tax advisor about the tax treatment of the Advance.

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27. Do I need my own attorney?

Any publisher seeking legal advice should seek independent legal counsel of their choice regarding all matters relating to the YouTube Licensing Offer. The NMPA, HFA, YouTube or any vendor, agent or attorney representing the same, will not act as legal counsel to any publisher, and should not be relied on for legal advice.

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Definitions

1. What is the "NMPA"?

The National Music Publishers’ Association.

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2. What is the "HFA"?

The Harry Fox Agency, Inc.

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3. What is the "YouTube Licensing Offer"?

The opportunity to opt into a direct license agreement with YouTube that will be administered by HFA, established by the NMPA, HFA, and YouTube for the benefit of independent music publishers.

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4. Who is an "HFA Participating Publisher"?

Those independent publishers (regardless of affiliation with NMPA or HFA) and non-U.S. mechanical collection societies that have entered into reciprocal agreements with HFA, who execute an Opt-In Agreement to participate in the YouTube Licensing Offer using HFA as the License Administrator.

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5. What is “the Litigation”?

On August 6, 2007, the NMPA and certain music publisher plaintiffs joined a putative class action lawsuit against YouTube/Google in the United States District Court for the Southern District of New York, captioned The Football Association Premier League Limited, et al. v. YouTube, Inc., et al. In the suit, NMPA and music publisher plaintiffs alleged that YouTube infringed publishers’ copyrights through the unauthorized use of copyrighted music works.

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6. What is “HFA Income Information"?

U.S. Mechanical Royalties, including commission, if any, distributed by HFA to an HFA Participating Publisher in the ordinary course of business during the period of July 1, 2007 through June 30, 2010.

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7. What is "Direct Licensing Income Information"?

U.S. Mechanical Royalties received or recouped by, or distributed to, an HFA Participating Publisher from any source other than HFA Income, if any, during the period of July 1, 2007 through June 30, 2010.

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8. What are "Mechanical Royalties"?

"Mechanical Royalties" means royalties paid for the right to use copyrighted works to make and distribute phonorecords to the public for private use, including by means of digital phonorecord deliveries, in the United States, pursuant to Section 115 of the U.S. Copyright Act.

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Important Dates
DateDeadline
November 17, 2011 HFA Opt-In Period commenced. Publishers who opted in during the period from November 17, 2011 through January 16, 2012 are eligible to participate in the Advance.
January 16, 2012
[Expired]
HFA Opt-In Period ended (received-by deadline). Publishers may continue to opt into the YouTube Licensing Offer using HFA as the License Administrator following the HFA Opt-In Period, but they cannot participate in the Advance. This deadline cannot be extended.

Important Note: Please note that the HFA Opt-In Period ended on January 16, 2012. If a publisher did not submit its Opt-In Agreement by January 16, 2012, and if a publisher who was not relying on its NMPA Limewire Settlement Distribution Program income data did not also submit its Direct Licensing Income Information to the Program Administrator by January 16, 2012, the final day of the HFA Opt-In Period, that publisher cannot participate in the Advance.





Your Options

  • To participate in the YouTube Licensing Offer, submit an Opt-In Agreement. Publishers can continue to opt into the YouTube Licensing Offer using HFA as the License Administrator following the Opt-In Period, but you will not receive a share of the Advance.
  • To find out details regarding the YouTube Licensing Offer, please consult the YouTube Licensing Offer Overview