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These Terms and Conditions were last revised and are effective as of OCT 21, 2023.

CAGE RIOT TERMS AND CONDITIONS – PUBLISHING ADMINISTRATION

What is a Publishing Admin?

The following Publishing Administration Terms and Conditions (the “Publishing Administration Terms”) apply to users of www.cageriot.com, its associated websites and other digital properties (collectively, the “CAGE RIOT Sites”), which are owned and operated by CAGE RIOT.  CAGE RIOT is also referred to as “Publisher”, “us” or “we” throughout the Publishing Administration Terms and in connection with your use of the CAGE RIOT Sites and the use of any content, information, products and/or the publishing administration services herein (collectively, the “Publishing Administration Services”). The Publishing Administration Terms represent a legally binding agreement between you, an individual user or a single entity (collectively or individually “Users”) and CAGE RIOT regarding your use of the Publishing Administration Services. Together, Users and CAGE RIOT are each referred to herein individually as a “Party” or collectively as the “Parties”. When using the CAGE RIOT Sites, you will be subject to (i) the Terms and Conditions available at www.cageriot.com/terms (the “Core Terms”; capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Core Terms); (ii) any additional posted supplemental terms or rules applicable to specific services and features which may be posted from time to time on the applicable site (the “Supplemental Terms”); and (iii) any other binding agreements entered into between you and CAGE RIOT. These Publishing Administration Terms constitute “Supplemental Terms". 

BEFORE USING THE PUBLISHING ADMINISTRATION SERVICES, PLEASE READ THE FOLLOWING PUBLISHING ADMINISTRATION TERMS CAREFULLY. BY REGISTERING FOR AND/OR USING THE PUBLISHING ADMINISTRATION SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE PUBLISHING ADMINISTRATION TERMS, THE CORE TERMS, ANY OTHER APPLICABLE SUPPLEMENTAL TERMS AND FUTURE MODIFICATIONS (COLLECTIVELY, THE “TERMS”). IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE TERMINATE YOUR USE OF THE CAGE RIOT SITES.

Grant of Rights.

1.1 During the Term (as defined in Section 5.1 below), you hereby grant to Publisher, throughout the world (the “Territory”), the sole and exclusive right to be the administrator of the musical compositions owned or controlled by you, to the full extent of your interest therein, and submitted by you to Publisher during the Term (the “Compositions”), excluding “traditional” synchronization licensing of the Compositions for use in film, television and advertising, which rights are retained by you. Except as provided in the preceding sentence,

Publisher’s administration rights include, without limitation, the sole and exclusive right, as follows:

(a) To register the Compositions, if you have not already done so, with the relevant performing rights organizations, as well as any and all other licensing agencies;

(b) To reproduce, encode, manufacture, distribute and sell records embodying one or more Compositions, physically, digitally and electronically or in any other format or media;

(c) To perform and license others to perform the Compositions publicly or privately, for profit or otherwise, through public or private performance, by broadcast or digital formats, on radio, television, Internet or by any other means or media now known or hereafter developed;

(d) To publish, or license others to publish, printed versions of the Compositions, in all forms, including sheet music and lyric licensing;

(e) To make arrangements of, or otherwise adapt, change or translate, any Composition in any manner, including the right to: (i) record or re-record a Composition in a foreign language; (ii) add new lyrics and/or music to any Composition; (iii) license “cover versions” of a Composition; and (iv) grant licenses to third parties authorizing interpolations and/or “sampling” of the Compositions;

(f) To grant, administer and collect monies under audio-only blanket licenses and audiovisual blanket synchronization licenses (e.g., “micro-synchronization” licensing) of the Compositions for the use of Compositions in “art tracks”, user-generated videos on sites and services such as YouTube, Facebook, TikTok) and other audiovisual programs.  In connection with YouTube or any other consumer-facing third party digital sites, Publisher’s rights shall include the right to identify, claim and monetize videos containing Compositions by allowing the display of advertising;

(g) To use names, likenesses and biographical information concerning the writers of the Compositions in connection with the exploitation and/or promotion of the Compositions and for promotion of Publisher’s business;

(h) To authorize or license third parties to exercise any of the rights granted to Publisher hereunder; and

(i) Subject to the terms and conditions set forth herein, to collect all income earned from the exploitation of the rights granted herein.

1.2 In connection with the aforementioned grant of rights, you hereby appoint Publisher your true and lawful agent and attorney in fact (with full power of substitution and delegation) to make, execute and deliver any and all documents, instruments and writings in Publisher’s and/or your name and to take any other action in Publisher’s and/or your name which in the reasonable business judgment of Publisher is necessary or desirable to carry out the purposes of this agreement. 

Payments. 

2.1 “Gross Receipts” as used in these Publishing Administration Terms shall mean all revenue derived from the exploitation of the rights in the Compositions granted to Publisher herein, which are actually received by Publisher, solely allowing for the deduction of arrangers’, adaptors and translators fees and royalties (subject always to local collection society rules and practices), any tax deductions and/or standard commissions deducted by bona fide collection agencies and/or societies operating at arm’s length, and sub publisher and/or administrator fees and/or commissions in any part of the Territory. Publisher shall have the right to collect all Gross Receipts, including any monies earned by the Compositions prior to the commencement of the Term but not yet collected. You shall receive eighty-five percent (85%) of Gross Receipts derived from the exploitation of Compositions in the Territory, including but not limited to mechanical royalties, print income and the so-called “publisher’s share” of public performance income. Publisher shall be permitted to retain fifteen percent (15%) of Gross Receipts. For the avoidance of doubt, the payments to you set forth above are inclusive of all songwriter royalties, not including the “writer’s share” of public performance income which you shall receive from your designated performance society (the “PRO”). In the event that any Compositions are created in whole or in part by you, and you are not a member of a PRO and elect not to affiliate with a PRO during the Term, then, subject to the rules and regulations of the PRO’s, as between you and Publisher, Publisher shall where possible have the right to collect and receive so-called “writer’s share” in addition to the so-called “publisher’s share” of performance income generated by the relevant Compositions.

2.2 You shall receive statements as to your share of Gross Receipts, and such monies shall be credited to your CAGE RIOT account within forty-five (45) days after the end of each calendar quarter for each such preceding quarterly period. Once payment has been credited to your account, you will be able to withdraw all or a portion of the balance of your account, at your discretion. You will be responsible for any bank fees or other charges related to such withdrawals. Any objection relating to any accounting statement or any legal claims arising therefrom must be made (and any lawsuit commenced) no later than one (1) year after the date the statement is initially sent to you, and you waive any longer statute of limitations that may be permitted by law. No general objection, including, but not limited to, a general claim of over-reporting of deductions or underreporting of income, shall be deemed a valid objection. Similarly, in the event there is an over-reporting of income to you, or if you are paid any share of Gross Receipts from any third party that should have been paid to Publisher hereunder, Publisher shall have the right to deduct any overpayments, or Publisher’s portion of any income that should have been paid to Publisher, from any income otherwise payable to you, now or accruing in the future, from this agreement or under any other agreement between you and CAGE RIOT. 

2.3 The Gross Receipts posted to your CAGE RIOT account will be pooled in an interest-bearing bank account with the Gross Receipts of other CAGE RIOT customers until you withdraw such funds. You agree that you will not receive interest or other earnings on the Gross Receipts that Publisher handles as your agent and places in such pooled account. In consideration for your use of the Publishing Administration Services, you irrevocably transfer and assign to Publisher any ownership right that you may have in any interest that may accrue on Gross Receipts held in such pooled account. In addition to or instead of earning interest on such pooled account, Publisher may receive a reduction in fees or expenses charged for banking services by the banks that hold your Gross Receipts.

2.4 In the event that Publisher has, in its good faith discretion, reason to suspect that your account has been subjected to and/or involved in fraudulent or infringing activities, Publisher reserves the right to discontinue the posting of Gross Receipts to your account and block your ability to otherwise withdraw funds therefrom until resolution of the suspect activities to the satisfaction of Publisher is obtained. Furthermore, you agree that such revenues will be forfeited by you if Publisher determines, in its good faith discretion, that they are the result of fraud and/or infringement. To the extent that any fraudulent and/or infringing activities are determined to be caused by your or your affiliates actions or omissions, any costs incurred by Publisher (including legal fees and expenses) in connection therewith may, in addition to its other remedies, be deducted by Publisher from any monies otherwise payable to you hereunder. Certain of Publisher’s licensees may also have policies related to fraud and suspected fraudulent activities and you agree that it is your responsibility to investigate such policies and such policies shall be binding upon you hereunder.

2.5 In the event that Publisher is presented with a claim of infringement of copyright, trademark, right of publicity or other intellectual property right, or failure to comply with any third party license requirement or any other claim which, if true, would constitute your breach of, or non-compliance with, any of your representations, warranties or agreements hereunder, you agree that Publisher may freeze any and all revenues in your account that are received in connection with the disputed Composition(s) or other materials submitted by you, and that such revenues will be forfeited by you if Publisher determines, in its good faith discretion, they are the result of fraud and/or infringement.

3. Third Party Obligations.  You shall be solely responsible for the payment of all compensation, if any, to and any permissions required from, songwriters, licensors, income participants and other third parties to whom you are obligated to pay a portion of the income derived from any of the Compositions. You warrant and represent that all such songwriters, licensors, income participants and other third parties to whom you are obligated to pay a portion of the income from the Compositions shall look solely to you for any such payments and you hereby agree to indemnify Publisher and hold Publisher harmless from and against any and all claims, demands or actions by any such songwriters, licensors, income participants and other third parties for any such payments in accordance with the indemnification provisions set forth herein. Your method of payment can be utilizing the Cage Riot dashboard to set up your royalty splits or any other options you choose.

4. Fees. No additional fees, no registration or start-up fees. This is a revenue share of 85% to artist.

5. Term. 

5.1 The “Term” of this agreement shall be for an initial period of one (1) year, commencing on the acknowledgment date. After the initial period, the Term shall automatically renew and extend for additional quarterly periods unless you give Publisher written notice of termination at least thirty (30) days prior to the end of the period then in effect.

5.2 Publisher shall have the right to collect all income relating to the Compositions earned prior to the beginning of, and during, the Term. After the Term, Publisher shall have the right to a twelve (12) month post-Term collection period to collect any and all income earned during the Term but not yet paid (the “Post-Term Period”). If the Publisher receives income that was earned after the Post-Term Period from a collection society, licensee or any other entity due to their acts or omissions or your failure to update third parties of the expiration of this agreement, you acknowledge that Publisher’s receipt will not be a violation of this agreement. Publisher will continue to account to you for all such income on the terms set forth herein.  

6. Warranties; Representations; Indemnities.

6.1 You warrant and represent that: (i) you are at least eighteen (18) years of age; (ii) you have the full right and authority to enter into and fully perform this agreement and to grant to Publisher all rights specified herein; (iii) the exercise by Publisher of any and all rights with respect to the Compositions, including music, title and/or lyrics, will not violate or infringe upon any common law or statutory rights of any person, firm or corporation including without limitation contractual rights, copyrights and rights of privacy; (iv) the rights granted herein are free and clear of any claims, demands, liens or encumbrances and (v) none of the Compositions are defamatory or obscene.  Without limiting the foregoing, no consent of any third party is required, nor shall it be required, in order to effectuate the rights granted by you to Publisher hereunder. 

6.2 Furthermore, you warrant and represent that all registration and information that you submit to Publisher is and will remain truthful and accurate. In the event that Publisher receives notice with respect to a discrepancy or inaccuracy on the registration of a Composition(s), Publisher shall have the right to suspend payments in connection with the Composition(s) in question until such discrepancy or inaccuracy is resolved. 

6.3 You shall defend and indemnify Publisher and any of its affiliates (including any directors, members, officers, employees, sub-publishers and other representatives) and hold them harmless against any third party claims, damages, losses and expenses, including reasonable attorneys’ fees and expenses, arising out of any alleged breach or breach by you of any warranty, representation or agreement made herein, or pertaining to any act or omission made by you or under your direction or control. You will reimburse Publisher for any payment made at any time after the date hereof in respect of any liability or claim for which Publisher is entitled to be indemnified. Alternatively, Publisher may elect to deduct such payment from any income otherwise payable to you hereunder or under any other agreement between you and CAGE RIOT.  

Legal Proceedings & Settlements. 

7.1 Notwithstanding the provisions of Section 6.3 above, Publisher shall have the right but not the obligation to prosecute, defend and settle all claims and actions with respect to the Compositions, and generally to do all things necessary concerning the same and the copyrights or other rights with respect to the Compositions; provided, however, Publisher shall not settle claims without your consent (other than as set forth in Section 7.2 below). In the event of a recovery by Publisher or you of any monies as a result of a judgment or settlement, such monies shall be divided between you and Publisher in the same shares as provided for in Section 2 above, after first deducting the out-of-pocket expenses of obtaining said monies, including reasonable legal fees and expenses. You shall have the right to provide counsel for yourself, to assist in or assume the prosecution or defense of any such matter, but at your own expense. Any judgments against Publisher and any settlements by Publisher of claims against it respecting any of the Compositions, together with costs and expenses, including, without limitation, legal fees and expenses, shall be subject to the indemnity provisions of the Publishing Administration Terms, and your indemnity payments shall be paid to Publisher from any and all sums that may become due to you under any and all accounts owned by you and administered by Publisher or promptly upon demand by Publisher.

7.2 Notwithstanding anything to the contrary contained herein, Publisher shall have the right, but not the obligation, to opt its catalog of administered compositions (including the Compositions) into licensing arrangements and industry-wide settlements for the recovery of royalties presented and endorsed by advocacy groups such as the National Music Publishers Association without your prior consent.

Documents.

8.1 At Publisher’s request, you shall execute and deliver to Publisher any documents needed regarding the granted rights of Publisher in the Compositions, and if you fail to do so within ten (10) business days following Publisher’s request therefor, Publisher may sign such documents in your name.

8.2 Concurrently with your acceptance of the Publishing Administration Terms, you will supply Publisher with copies of any existing licenses or other agreements concerning the Compositions. You further agree to notify Publisher of each recorded version of any Composition during the Term as soon as reasonably practicable after you become aware thereof. If and to the extent that you fail to provide to Publisher any of the materials and information referred to in this section, Publisher’s rights in and to the Compositions shall not be impaired as a result thereof.  Publisher shall not be responsible for any non-collection of monies or lack of copyright protection with respect to the affected Composition(s) that is the direct or indirect result of any such failure by you.

9. Terms and Conditions Updates; Cancellation. 

9.1 Publisher reserves the right to modify the Publishing Administration Terms at any time and/or to include new provisions and/or conditions regarding your use of the CAGE RIOT Sites. Publisher will notify you of any material changes to the Publishing Administration Terms and you shall have the right to terminate the Term if you do not wish to accept them. Otherwise, if you continue to use the CAGE RIOT Sites and do not terminate, such

modifications and updates will be deemed accepted and incorporated into these Publishing Administration Terms. 

9.2 Other than as set forth above, you shall have the right to cancel the Term at any time after one (1) year, by mail, fax or email:  Cancellation shall be effective at the end of the calendar quarter in which we receive such cancellation notice, subject to our Post-Term Period and collection rights of the relevant performance, licensing and other collection rights organizations. Terms and Conditions Violations; Termination. You agree that Publisher may terminate any account (or any part thereof) you may have through the Sites or your use of the Sites and Publisher may remove and discard all or any part of your account, at any time for any reason (including without limitation your violation of these Publishing Administration Terms) or no reason, at Publisher’s sole discretion. You agree that your access to the Sites and/or any account you may have, or any portion thereof, may be terminated without prior notice, and you agree that Publisher shall not be liable to you or any third-party for any such termination. These remedies are in addition to any other remedies Publisher may have at law or in equity.

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