TERMS OF SERVICE

Section 1 — Territory

The Universe.

Section 2 — Term

The Term shall commence on the Effective Date and continue for twelve (12) months after the initial commercial release in the United States of the first Master delivered hereunder (the "Initial Period"). You hereby irrevocably grant to us one (1) option to extend the Term for one (1) additional contract period (an "Option Period"), at our election.

If we exercise our option, the Option Period will commence upon the end of the Initial Period and continue for twelve (12) months. Following the Option Period, the Term shall automatically renew for additional successive periods of thirty (30) days each (each, a "Renewal Period"). Either party may terminate by notice sent not later than thirty (30) days prior to expiration of the then-current period. "Master" means a sound recording featuring performances of the Artist.

Section 3 — Royalties

We shall pay you fifty percent (50%) of Net Profits. "Net Profits" means all gross monies actually received by us in connection with the exploitation of the Masters, less all costs and expenses incurred in connection with the manufacturing, distribution, recording, production, mastering, sale, advertising, promotion and marketing of the Masters, including third party distribution fees, sample clearance costs, video production costs, artwork payments, and any legal and accounting fees.

You shall be solely responsible for paying all producers, mixers, side artists and any other third parties entitled to receive payment in connection with the Masters, from your share of Net Profits.

Section 4 — Rights

(a) You hereby grant to us the irrevocable, exclusive right and license during the Exploitation Period in the Territory to use, copy, modify, publicly perform, reproduce, distribute, manufacture, sell and otherwise exploit all Masters, all artwork, all videos, and all other materials related thereto (collectively, "Materials"), in any and all media, whether now known or hereafter devised.

(b) "Initial Rights Period" means the period commencing on the Effective Date and continuing until the later of (i) eight (8) years following the expiration of the Term and (ii) full recoupment of all advances paid hereunder. We shall have the option to extend the Initial Rights Period for a further five (5) years. The "Exploitation Period" means the Initial Rights Period, the Extended Rights Period (if applicable), and any holdover continuation period, collectively.

(c) You hereby grant us the right to use your professional name, voice, approved likeness and biographical material in connection with the sale, advertising, distribution, exploitation and promotion of the Masters. You also grant us an irrevocable license to manufacture, reproduce and distribute each Composition on records throughout the Territory, and to reproduce and exploit the Compositions in audiovisual works and advertisements in any and all media now known or hereafter devised.

Section 5 — Accounting

We shall account to you on a semi-annual basis, within 90 days of the end of the applicable accounting period (or, if later, 60 days after we are accounted to by our distributor). All accountings shall be binding unless specific written objection is furnished to us within two (2) years from the date such accounting is rendered.

Section 6 — Samples

You are solely responsible for clearing any samples embodied in the Masters or Compositions and for all costs associated therewith. We shall have the right, but not the obligation, to pay clearance costs at our sole election, which costs shall be deemed fully recoupable as advances against your share of Net Profits.

Section 7 — Independent Contractor

These Terms shall not render Label an employee, partner, or joint venturer with Artist for any purpose. Label is and will remain an independent contractor in its relationship to Artist.

Section 8 — Representations and Warranties

You represent, warrant, and agree that: (a) you are free to enter into and perform these Terms; (b) all material embodied in the Masters shall not infringe upon any copyright or right of any person or entity; (c) you will not perform, produce, record or mix for any person or entity other than us a master recording embodying the Compositions during the Exploitation Period; (d) you have reached the age of majority; (e) during the Term, you will not record or authorize the recording of your musical performances for any individual or entity other than us.

Section 9 — Indemnification

Each party shall indemnify, defend and hold the other party harmless against any claims, losses, damages or expenses (including reasonable attorneys' fees) that arise from or relate to any alleged breach of any representations, warranties, or promises in these Terms.

Section 10 — Limitation of Liability

To the maximum extent permitted by applicable law, in no event will Label be liable to Artist for any loss of use, data, goodwill, revenues, or profits, or any consequential, special, indirect, incidental, punitive, or exemplary loss or damage of any kind arising out of or in any way related to the Masters, Compositions, or these Terms. In no event will Label's total liability to Artist exceed the total revenue actually received and retained by Label in the three (3) months prior to the event giving rise to the liability, after deducting amounts paid or due to you.

Section 11 — Notices

All notices hereunder shall be in writing and sent by registered or certified mail, hand delivery, or e-mail. Notice of acceptance of these Terms is effective upon Artist's electronic acceptance through the Label's submission portal.

Section 12 — Confidentiality

During and after the Term, Artist shall hold in strict confidence all Proprietary Information and shall not use, disclose or reveal any Proprietary Information to any person or entity except on a "need to know" basis or as necessary in the ordinary course of performing services.

Section 13 — Entire Agreement and Severability

These Terms set forth the entire agreement between Artist and Label relating to the subject matter herein. If any provision is deemed void by law, the remaining provisions will continue in full force and effect. Label reserves the right to update or modify these Terms at any time with fourteen (14) days prior notice. Continued use of Label's platform following such notice constitutes acceptance of the updated Terms.

Section 14 — Governing Law

These Terms shall be governed by the laws of the State of California. Any controversy or claim arising out of or relating to these Terms shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association, by a single arbitrator located in Los Angeles, California. The prevailing party shall be entitled to reasonable attorneys' fees.

Section 15 — Legal Representation

Artist acknowledges having been advised of the significant importance of retaining an independent attorney to review these Terms. By accepting these Terms electronically, Artist confirms having had the opportunity to seek independent legal advice and that electronic acceptance constitutes a knowing and voluntary agreement to be legally bound.

Sections 16–20 — Assignment, Modification, and Electronic Acceptance

Artist does not have the right to assign any rights or obligations under these Terms to any third party, except the right to receive payments to a furnishing company. These Terms may not be individually modified except by a written amendment signed by both parties. These Terms may be accepted electronically by checking the acceptance checkbox on the Label's submission portal. Such electronic acceptance is valid and binding to the same extent as a handwritten signature. Label shall maintain a timestamped record of Artist's acceptance.