Mechanical Rights Terms of Service

ALLTRACK MUSIC RIGHTS INC.

MECHANICAL RIGHTS AFFILIATION AGREEMENT

Welcome to the ALLTRACK mechanical rights affiliation agreement (which together with any application or registration information submitted by you via the ALLTRACK online registration process, or otherwise submitted by you manually or electronically, and any and all applicable Schedules, Exhibits, Addenda or Attachments collectively comprise the "Agreement" or “Terms of Service”), between AllTrack Music Rights Inc., a company incorporated in the state of Delaware (“ORGANIZATION”, “ALLTRACK” or “we”), and you, the individual or entity identified in the registration information submitted to ALLTRACK (“AFFILIATE” or “you”).

REGISTERING IS FREE.

WE HOPE YOU ENJOY USING OUR SERVICE.

THE “START DATE” OF THIS AGREEMENT IS THE DATE ON WHICH YOU CLICK TO ACCEPT AND AGREE TO ITS TERMS ON AN ALLTRACK WEBSITE OR APPLICATION, OR AN ALLTRACK PARTNER WEBSITE OR APPLICATION. THIS AGREEMENT, WHEN ACCEPTED BY YOU, WILL CREATE A BINDING AND LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU AND ALLTRACK. PLEASE READ THIS AGREEMENT CAREFULLY AND CONSULT WITH YOUR OWN BUSINESS AND LEGAL ADVISORS BEFORE PROCEEDING.

YOU ARE RESPONSIBLE FOR MAINTAINING A VALID EMAIL ADDRESS ON FILE WITH ORGANIZATION FOR SO LONG AS YOU AVAIL YOURSELF OF ANY OF ORGANIZATION’S SERVICES.

In consideration of the mutual covenants and promises in this Agreement and for other good and valuable consideration, ORGANIZATION and AFFILIATE agree as follows:

1. DEFINITIONS

1.1 “Exploitation”

Means instances where the Works are utilized or offered by a third party by any means of: streaming (including but not limited to interactive and non-interactive streaming), webcasting, permanent digital download, limited digital download, broadcast, physical reproduction, post-synchronization reproduction, blank media levy, micro-synchronization, routine and choreographic use (meaning the editing, arrangement, adaptation, compilation, reproduction, and distribution of Works, and the synchronization of Works with audiovisual recordings, in each case for use in connection with athletic, dance, cheerleading, gymnastic, skating, aquatic, or similar performance routines and competitions, and recordings thereof), artificial intelligence ("AI") training, AI prompting and AI-generated outputs, print and lyric reproduction, including the display, translation, transliteration, time-synchronization, formatting, and excerpting of lyrics, and any other means, whether now known or later invented, to the extent generally accepted as Mechanical Rights in the music publishing industry, in each respective territory; provided that any micro-synchronization, routine and choreographic use, AI training, AI prompting or AI-generated outputs, or print and lyric reproduction, including the uses of lyrics described above, shall constitute an exercise of Mechanical Rights hereunder regardless of whether such use is generally accepted as a Mechanical Right in the music publishing industry. For clarity, the following rights shall be excluded from the definition of Exploitation (but shall not operate to exclude any micro-synchronization, routine and choreographic use, AI training, AI prompting, AI-generated outputs, or print and lyric reproduction, including the uses of lyrics described above, that would otherwise fall within this definition):

(a) Traditional synchronization licensing for use in film, television and advertising; and

(b) Performing rights.

1.2 “Mechanical Right”

The expression “Mechanical Right” includes any and all rights of reproduction and distribution of a Work, and any and all rights of adaptation of a Work to the extent exercised through the categories of Exploitation set forth in Section 1.1 (definition of Exploitation), in each case that now exist or may exist in the future under any national law, bilateral treaty, or multilateral international convention applicable anywhere in the world, including the right to authorize or prohibit (where permissible under law) any Exploitation of any Work.

1.3 “Work”

a. Means any musical work or any part of a musical work now existing or created after this Agreement has been entered into and any words that are associated with the musical work, and shall include (without limiting this definition) the vocal and instrumental music whether live or contained in any reproduction of the musical work on any medium used to reproduce sound (including but not limited to any audio-visual work whether on digital media, film, tape, disc or on any other medium whether now known or later invented), including derivative works, translations, arrangements, editions, versions and adaptations, whether created by AFFILIATE or by any other person, and in each case only to the extent such work embodies the underlying musical work, whether or not statutory US or other local country copyright has been obtained.

b. Means any spoken word literary work (e.g. comedy, poetry, etc.) or any part of a spoken word literary work now existing or created after this Agreement has been entered into, whether live or contained in any reproduction of the work on any medium used to reproduce sound (including but not limited to any audio-visual work whether on film, tape, disc or on any other medium whether now known or later invented), including derivative works, translations, arrangements, editions, versions and adaptations, whether created by AFFILIATE or by any other person, and in each case only to the extent such work embodies the underlying work, whether or not statutory US or other local country copyright has been obtained.

2. TERM

The initial Term of this Agreement shall begin on the date the Agreement is originally entered into by and between AFFILIATE and ORGANIZATION (the “Start Date”) and continue through the last day of the calendar quarter immediately following the five year anniversary of the Start Date (the "Initial Term"). The Initial Term and each renewal period are each referred to as a "Term".

If the publisher named by AFFILIATE in this Mechanical Rights Affiliation Agreement (including by means of providing the name of the publisher during any online registration process) is already affiliated with ORGANIZATION for performing rights representation, the Term of the publisher affiliation under such performing rights affiliation agreement shall be superseded by the new Term referenced herein.

3. AUTOMATIC RENEWAL OF TERM

At the end of the Initial Term or any renewal Term, the Agreement will be automatically renewed for an additional five year period unless terminated by either party under the terms herein.

4. GRANT AND ASSIGNMENT OF RIGHTS

AFFILIATE grants and assigns to ORGANIZATION the exclusive right to authorize and license the Exploitation of all Mechanical Rights in every part, share or interest in every Work, whether published or unpublished, by all means or mediums known or yet devised, throughout the universe (including all virtual and other digital environments) (the “Territory”), and of each such Work in its entirety to the extent permitted by applicable law, and, where permissible by law, the right to record and to allow others to record every Work in part or in full. The foregoing applies to every Work that (i) may be created, published or administered by AFFILIATE alone, jointly or in collaboration with others in whole or in part, during the Term of this Agreement; (ii) was created, published or administered by AFFILIATE alone, jointly or in collaboration with others before the date of this Agreement and is currently owned, controlled or administered by AFFILIATE, in whole or in part; or (iii) otherwise currently is or may be obtained by transfer of ownership, control or income participation to AFFILIATE during the Term, which shall be deemed simultaneously assigned by AFFILIATE to ORGANIZATION.

AFFILIATE acknowledges and agrees that a letter of direction consistent with this Agreement, and if applicable, a letter of assignment of administration rights, in each case as provided by ORGANIZATION, will be deemed issued and executed by AFFILIATE upon entering into this Agreement and from time to time thereafter during the Term and while any licenses remain in effect, as ORGANIZATION may require, to enable ORGANIZATION to deliver such letters to third parties in support of ORGANIZATION’s administration of AFFILIATE’s share in the Mechanical Rights of AFFILIATE’s Works that are or will be represented, managed or collected upon by any such third party licensing, collection or administration organization, and to revoke, terminate, or supersede any prior mandate, direction, or authorization granted by AFFILIATE to any such organization in respect thereof. Such letters shall be irrevocable during the Term and while licenses issued by ORGANIZATION remain in effect. This paragraph shall not apply to any Work subject to a Disclosed Arrangement until such arrangement has expired or terminated. For clarity, AFFILIATE understands that ORGANIZATION may not be able to collect AFFILIATE’s complete share of Mechanical Rights royalties without ORGANIZATION’s ability to deliver these letters, including pursuant to the power of attorney granted in Section 10 (Power of Attorney), to any such third-party licensing, collection and administration organizations.

AFFILIATE further grants ORGANIZATION, solely during the Term, the non-exclusive, royalty-free right to use the name (legal and professional), image, voice, likeness, biography, and trademarks of AFFILIATE and, if applicable, AFFILIATE’s executives and published or administered writers, in each case to license, administer, and enforce AFFILIATE’s share of the Mechanical Rights, to list them as users of ORGANIZATION's services, and to market ORGANIZATION’s services. AFFILIATE represents and warrants that AFFILIATE has obtained all consents necessary to grant these rights and that such consents are sufficient in scope and duration to permit ORGANIZATION's exercise of them during the Term. AFFILIATE shall promptly notify ORGANIZATION if any such consent is withdrawn or expires.

5. REPRESENTATIONS AND WARRANTIES

AFFILIATE represents and warrants that (i) AFFILIATE has the full right, power, and authority to enter into this Agreement and to assign AFFILIATE’s share of the Mechanical Rights in all Works to ORGANIZATION in the Territory, free of any liens, claims and encumbrances; (ii) each Work is original and qualifies for copyright protection under applicable law, and no Work is wholly in the public domain in any territory; (iii) each Work reflects a human-led creative process and combines elements of human authorship with, at most, elements of content generated using AI tools, and no Work is generated entirely through the use of AI tools without human authorship; (iv) the Works do not and will not infringe the copyright in any third party work, whether arising from AFFILIATE's own conduct or AFFILIATE's use of any AI tool in the creation of or in connection with a Work, including where such tool generates output that reproduces, is derived from, or is substantially similar to a third party work; (v) all information and metadata submitted to ORGANIZATION is and will be truthful, accurate, and complete, including information bearing on the registration of any Work such as the identity, affiliation, IPI number, and writer and publisher ownership and collection shares of each writer, co-writer, publisher, co-publisher, sub-publisher, and administrator; (vi) except as set forth in a Disclosed Arrangement, AFFILIATE is not affiliated with, and has not granted or purported to grant AFFILIATE's share of the Mechanical Rights in any Work to, any other licensing, collection, or administration organization or other third party in a manner that conflicts with the rights assigned hereunder; (vii) except as set forth in a Disclosed Arrangement, no other administrator, publisher, or organization deriving rights by or through AFFILIATE is entitled to collect income from any Work in a manner that conflicts with the rights assigned hereunder; (viii) AFFILIATE has not entered into and will not enter into any agreement the purpose or effect of which is to reduce mechanical royalty rates payable in respect of any Work below the full statutory rate, or where no statutory rate exists the customary rate, or to limit ORGANIZATION's ability to negotiate such rates, provided that rate reductions within generally accepted industry parameters shall not breach this warranty; (ix) AFFILIATE has not used and will not use any method to artificially increase streams, downloads, or other Exploitations of any Work, or to submit false or inflated performance or usage data; (x) AFFILIATE has disclosed to ORGANIZATION each claim or legal action of which AFFILIATE is aware that is pending or threatened against AFFILIATE in respect of any Work; and (xi) with respect to each Work written by any person other than AFFILIATE, or, where AFFILIATE is an entity, by any person other than a principal or member of AFFILIATE, AFFILIATE has in full force and effect written agreements with each such writer whose Works are owned, controlled, or administered by AFFILIATE, granting AFFILIATE all rights and consents necessary to assign to ORGANIZATION the rights assigned hereunder.

Upon ORGANIZATION's reasonable request, AFFILIATE shall assign to ORGANIZATION, or otherwise take such steps as are necessary to enable ORGANIZATION to enforce the benefit of any warranty, representation, or indemnity given to AFFILIATE by any such writer, to the extent relating to the Works and the rights assigned hereunder.

AFFILIATE shall disclose to ORGANIZATION, in the manner prescribed by ORGANIZATION at or prior to entering into this Agreement, or promptly upon AFFILIATE becoming aware thereof, each prior administration, collection, sub-publishing, or society mandate arrangement affecting any Work (each, a "Disclosed Arrangement"). AFFILIATE shall use commercially reasonable efforts to terminate or wind down each Disclosed Arrangement and shall promptly notify ORGANIZATION of its expiration or termination, or subject to ORGANIZATION’s prior written approval, assign or transfer each Disclosed Arrangement to ORGANIZATION. If AFFILIATE has not terminated or wound down a Disclosed Arrangement by the earliest date on which it may be terminated without penalty, ORGANIZATION may, upon notice to AFFILIATE, deliver notice of termination of such Disclosed Arrangement on AFFILIATE's behalf pursuant to the power of attorney granted in Section 10 (Power of Attorney). ORGANIZATION may decline or suspend administration of any Work subject to a Disclosed Arrangement until such arrangement has expired or terminated.

6. OBLIGATIONS OF AFFILIATE

6.1 NOTIFICATION OF AND REGARDING WORKS

Upon signing this Agreement and throughout the Term, AFFILIATE shall promptly notify ORGANIZATION in the manner prescribed by ORGANIZATION, of all Works and rights that are assigned by this Agreement, and AFFILIATE shall notify ORGANIZATION of any and all additional Works and rights at the time AFFILIATE creates, acquires or obtains control of those Works and rights, and, if requested, promptly provide a copy or recording of each Work. All registration information and other information AFFILIATE submits to ORGANIZATION is and will remain truthful and accurate. ORGANIZATION may register AFFILIATE’s Works or modify AFFILIATE’s Work registrations in its own systems and those of third-party licensing, collection, and administration organizations, as required to license and administer the rights granted herein. ORGANIZATION may decline or revoke any registration, for any reason, including if it (i) is deemed objectionable, (ii) violates this Agreement or the terms and conditions of agreements with ORGANIZATION’s licensees, (iii) is in or enters the public domain, (iv) is not accepted by ORGANIZATION’s sister societies throughout the world, (v) is registered or claimed in duplicate at another licensing, collection, or administration organization, or (vi) infringes the rights of a third party, or is fraudulent, or ORGANIZATION reasonably believes it to be so. ORGANIZATION may suspend or recoup distributions to AFFILIATE in connection with the Works in question until the matter is resolved to ORGANIZATION’s reasonable satisfaction, without limitation of ORGANIZATION’s indemnity rights. If AFFILIATE breaches any warranty, representation, covenant, or undertaking in this Agreement, ORGANIZATION may, in addition to any other remedy, exclude any affected Work, and may withhold any or all payments due to AFFILIATE until ORGANIZATION receives written evidence, satisfactory in its reasonable judgment, that the breach has been cured.

AFFILIATE shall promptly notify ORGANIZATION of any change to information previously submitted to ORGANIZATION regarding AFFILIATE’s Work registrations, including if (i) AFFILIATE no longer owns, controls, or administers AFFILIATE's rights in any Work, whether in whole or in part and whether due to sale, transfer of ownership, expiration of copyright (i.e., entering the public domain), reversion, or otherwise; (ii) there is any change in AFFILIATE's ownership, collection rights, or controlled share in any Work, or in the identity, affiliation, or IPI number of any co-writer, publisher, co-publisher, administrator, or sub-publisher of any Work; (iii) AFFILIATE, or any writer whose Works are owned, controlled, or administered by AFFILIATE, becomes affiliated with, or grants or purports to grant any Mechanical Rights to, any other licensing, collection, or administration organization or other third party; or (iv) any third party asserts a claim to ownership or collection rights in, or any interest in, any Work.

6.2 AUTHORIZED REPRESENTATIVES AND THIRD PARTY AGENTS

AFFILIATE acknowledges and agrees that any third party, including, without limitation, any technology platform, publishing administrator, manager, attorney, accountant, or other agent or representative, that AFFILIATE authorizes, engages, instructs, or otherwise permits to act on AFFILIATE's behalf in connection with this Agreement (each, an "Authorized Representative") shall be deemed an extension of AFFILIATE for all purposes hereunder. Without limiting the foregoing, any act, omission, instruction, submission, registration, designation, election, representation, warranty, certification, communication, consent, or breach made or taken by an Authorized Representative in connection with AFFILIATE's relationship with ORGANIZATION, or any works, rights, or information administered hereunder shall be attributed to AFFILIATE, binding upon AFFILIATE, and treated as if performed by AFFILIATE directly, regardless of whether ORGANIZATION receives separate notice of such Authorized Representative's involvement and regardless of any limitation AFFILIATE may have placed on the Authorized Representative's actual authority. AFFILIATE shall be solely responsible for the selection, supervision, instruction, and conduct of each Authorized Representative. ORGANIZATION is authorized to rely conclusively on any instruction, submission, or communication that reasonably appears to originate from an Authorized Representative and shall have no obligation to verify the scope or continued existence of such authority. AFFILIATE's obligations under this Section shall survive any termination, revocation, or change in the relationship between AFFILIATE and any Authorized Representative.

6.3 COOPERATION IN INFRINGEMENT ACTIONS

AFFILIATE agrees during the Term and thereafter with respect to infringements occurring prior to termination of this Agreement for any reason, to execute and deliver any documents and perform any acts ORGANIZATION reasonably requires to enforce the rights assigned to ORGANIZATION herein.

6.4 INTERESTS OF THE ORGANIZATION

AFFILIATE shall not do anything that may prejudice the interests of ORGANIZATION under this Agreement and shall cooperate with and provide reasonable assistance to ORGANIZATION, its officers, and its employees in furthering the interests of ORGANIZATION under this Agreement.

6.5 INDEMNIFICATION

AFFILIATE agrees to defend (with counsel satisfactory to ORGANIZATION), indemnify, and hold harmless ORGANIZATION and its agents, representatives, employees, consultants and licensees against any demands, losses, damages, suits, settlements, judgments, liabilities and costs arising from any third party claim in connection with (i) the rights granted by AFFILIATE in this Agreement, or ORGANIZATION's exercise thereof, whether or not AFFILIATE has breached any representation or warranty herein, (ii) any breach or alleged breach of any representation, warranty, or covenant made by AFFILIATE in this Agreement, or (iii) any Work registered within AFFILIATE's account, except to the extent such claim arises from ORGANIZATION's gross negligence or willful misconduct. AFFILIATE will promptly satisfy all such amounts, including any settlement, either directly or by reimbursement to ORGANIZATION. ORGANIZATION may suspend payment of sums due hereunder until receipt of written evidence, satisfactory in ORGANIZATION's reasonable judgment, that the matter has been resolved, and shall pay the withheld amounts by the end of the following quarter, after deducting all costs, losses, and damages, including attorneys' fees, incurred as a result of the breach, claim, or action. Each party shall give the other prompt written Notice of any claim subject to this Section; any delay in giving such Notice shall relieve AFFILIATE only to the extent AFFILIATE is materially prejudiced. If AFFILIATE fails to promptly and diligently defend, ORGANIZATION may defend at AFFILIATE's expense and settle in its reasonable discretion.

7. OBLIGATIONS OF ORGANIZATION

7.1 COLLECTIONS AND DISTRIBUTIONS

ORGANIZATION shall use commercially reasonable efforts to license and collect AFFILIATE’s share of Mechanical Royalties from third parties for their non-exclusive right to utilize the Works. AFFILIATE acknowledges that ORGANIZATION may register the Works with societies and organizations throughout the world, and that the royalties collected from them are subject to their distribution rules and the laws of their respective countries.

As full consideration for the rights granted to ORGANIZATION hereunder, ORGANIZATION agrees to pay to AFFILIATE eighty-five percent (85%) of gross royalties actually received by ORGANIZATION for Exploitations of licensed Works, in respect of AFFILIATE’s share, free of interest, for each valid Work where AFFILIATE has delivered complete registration data to ORGANIZATION. Detailed accounting statements shall be rendered or made available to AFFILIATE each quarter in accordance with ORGANIZATION's standard distribution cycle.

Notwithstanding the foregoing, distributions shall, if applicable, be subject to appropriate adjustments for conflicts, disputes, and errors, deductions for any VAT, withholding taxes, and other related taxes, outstanding advance balance recoupments, industry dues, garnishments or similar withholdings imposed by a governmental or court order, third party expenses directly related to collecting royalties from foreign societies and organizations (e.g. foreign exchange), amounts received by AFFILIATE from another Mechanical Rights licensing organization for Exploitation of the Works already represented by ORGANIZATION hereunder (i.e. being paid more than once for the same Exploitation), overpayments, or amounts otherwise due to ORGANIZATION from AFFILIATE.

To the extent ORGANIZATION enters into a group or class suit or settlement for the recovery of royalties related to Works in ORGANIZATION’s repertory which were presented and endorsed by a trade association or advocacy group (e.g. an NMPA settlement), monetary recoveries from such settlements shall, notwithstanding anything to the contrary, be allocated by ORGANIZATION in its sole reasonable discretion, after deducting legal fees, dues and expenses related to trade associations and advocacy groups that support ORGANIZATION’s ability to pursue such recoveries.

With respect to the Mechanical Rights assigned herein, AFFILIATE acknowledges and agrees that this Agreement represents and sets forth the full scope and sources of potential consideration due to AFFILIATE by ORGANIZATION, and AFFILIATE shall not be owed or due any consideration received by ORGANIZATION from any sources other than as specified in this Agreement.

7.2 INFRINGEMENT OF MECHANICAL RIGHTS

If a third party infringes on the Mechanical Rights assigned to ORGANIZATION hereunder, ORGANIZATION and any society or party with which ORGANIZATION has a collection or reciprocal agreement shall have the right to institute or defend, in its own name or in the name of the AFFILIATE, or otherwise, any legal proceedings in respect of the rights assigned, and AFFILIATE shall not be required to fund or pay any of the costs, charges and expenses of those proceedings. Any damages, settlements or awards shall accrue to the benefit of ORGANIZATION and such society or party and shall not constitute gross royalties for purposes of Section 7.1, subject to such allocation among affected Works and their respective rights holders as ORGANIZATION or such society or party may determine in their sole discretion.

During the Term and thereafter with respect to any Exploitation occurring during the Term, AFFILIATE shall not, and shall not authorize or assist any third party to, commence or maintain any claim, action, or proceeding against any licensee of ORGANIZATION, or against any licensing, collection, or administration organization with which ORGANIZATION has a collection or reciprocal agreement, in respect of any Work or any use thereof, without Notice and ORGANIZATION's prior written consent. AFFILIATE's obligations under Section 6.5 (Indemnification) extend to any claim, cost, or liability incurred by ORGANIZATION arising from breach of this paragraph, including any obligation to pay a licensee's legal fees or costs.

7.3 TAX DOCUMENTATION AND WITHHOLDING

AFFILIATE shall provide ORGANIZATION with a properly completed and executed United States IRS Form W-9, Form W-8BEN, Form W-8BEN-E, or such other tax documentation as ORGANIZATION may reasonably require to satisfy its reporting, withholding, and information return obligations under applicable law, and shall promptly provide updated documentation upon any change in circumstances rendering prior documentation incorrect, incomplete, or expired. ORGANIZATION may withhold any distribution otherwise payable to AFFILIATE until valid and current tax documentation has been received and may withhold or deduct from any distribution any amount required to be withheld or deducted under applicable law. Any amount so withheld shall be treated as having been paid to AFFILIATE for all purposes under this Agreement. ORGANIZATION shall have no obligation to gross up, reimburse, or otherwise compensate AFFILIATE for any amount withheld, and no liability for any withholding made in good faith reliance on documentation provided by AFFILIATE or on the absence of such documentation.

7.4 PAYMENT DIRECTIONS

AFFILIATE may request that ORGANIZATION distribute all or any portion of amounts otherwise payable to AFFILIATE to one or more third parties by delivering a letter of direction or similar instruction in form and substance satisfactory to ORGANIZATION (each, a "Payment Direction"). ORGANIZATION may accept, decline, or condition its acceptance of any Payment Direction in its sole discretion, and may require such documentation and verification as it deems necessary. Any amount distributed in accordance with a Payment Direction shall be deemed distributed to AFFILIATE for all purposes under this Agreement and shall fully discharge ORGANIZATION's obligations with respect to such amount. Amounts payable under a Payment Direction remain subject to all terms of this Agreement, including all adjustments, deductions, offsets, recoupments, suspensions, and limitations permitted hereunder. No person receiving payment pursuant to a Payment Direction shall thereby acquire any right, title, or interest in the Mechanical Rights, or any right to enforce this Agreement against ORGANIZATION, and Section 21 (Entire Agreement; Severability; No Implied Terms; Waiver; No Third-Party Beneficiaries; Survival) shall apply to each such person. ORGANIZATION may suspend or discontinue payment under any Payment Direction and withhold the affected amounts if ORGANIZATION receives notice of revocation, becomes aware of any conflicting claim or instruction, or reasonably believes a dispute exists as to ownership or entitlement, until the matter is resolved to ORGANIZATION's reasonable satisfaction or determined by a court or arbitrator of competent jurisdiction. AFFILIATE's obligations under Section 6.5 (Indemnification) extend to any claim arising from ORGANIZATION's action or inaction in reliance on, or refusal of, any Payment Direction.

8. NON-PERMISSIBLE ACTIVITIES

If ORGANIZATION, in its reasonable business judgment, has reason to suspect that AFFILIATE’s ALLTRACK account has been involved in fraudulent, infringing, or illegal activities, or other activities in violation of this Agreement (“Non-Permissible Activities”), ORGANIZATION may recover from AFFILIATE any amounts distributed to AFFILIATE in connection with such Non-Permissible Activities, together with any costs and losses incurred by ORGANIZATION (including amounts repaid to third party licensees and societies, as well as legal fees and expenses) in connection therewith, in each case by suspending or offsetting distributions to AFFILIATE, recouping previous distributions made to AFFILIATE, and obtaining reimbursement from AFFILIATE, until the suspected Non-Permissible Activities are resolved to ORGANIZATION’s reasonable satisfaction. ORGANIZATION may also suspend performance of any or all of its obligations under this Agreement, or terminate this Agreement immediately upon written notice, notwithstanding Section 9 (Termination), if ORGANIZATION reasonably believes that any Non-Permissible Activity has occurred. Nothing in this Section limits ORGANIZATION's rights or remedies under this Agreement or otherwise at law or in equity.

9. TERMINATION

Either AFFILIATE or ORGANIZATION may terminate this Agreement, effective at the end of the Initial Term or any renewal Term, by giving notice to the other party not more than six months and not less than three months immediately prior to the end of the Term then in effect. Notice of termination must either be (i) submitted by AFFILIATE from within AFFILIATE’s online ALLTRACK account, or (ii) sent in writing by AFFILIATE by registered or certified mail, or other physical sending method that requires a professional mail courier to record the date sent (the authenticity of which is verifiable by ORGANIZATION).

Upon termination of this Agreement for any reason, all Mechanical Rights assigned hereunder shall revert to AFFILIATE, subject only to ORGANIZATION’s continuing rights to license the Works under licenses already in effect at the time of termination of this Agreement, until their expiration, during which period AFFILIATE shall be entitled to receive distributions from ORGANIZATION. All rights granted herein and terms and conditions of this Agreement with respect to any Works that continue to be licensed by ORGANIZATION shall continue to apply until such licenses are no longer in effect.

10. POWER OF ATTORNEY

AFFILIATE hereby appoints ORGANIZATION, or a designated party of ORGANIZATION’s choosing, as AFFILIATE’s true and lawful limited attorney-in-fact, irrevocably during the Term, and thereafter solely to the extent necessary to administer licenses continuing in effect pursuant to Section 9 (Termination), to perform acts and execute instruments, in ORGANIZATION's name or AFFILIATE's, in each case solely as necessary to give effect to the rights assigned under this Agreement, including: (i) prepare, execute, file, and register claims of copyright in the Works and any renewals or extensions thereof; (ii) register the Works and perform such other acts required by any licensing, collection, or administration organization throughout the Territory, and revoke or supersede any prior mandate or direction in respect thereof, including terminating any Disclosed Arrangement as provided in Section 5; (iii) collect license fees, royalties and other monies, receive accountings, and execute receipts therefor; (iv) endorse and deposit checks and drafts received in respect of the Works; (v) institute, defend, settle, or compromise proceedings as provided in Section 7.2; and (vi) take such other actions reasonably necessary to effect the foregoing.

11. ASSIGNMENT

This Agreement and the rights and obligations under this Agreement are not transferable or assignable by AFFILIATE without the prior written consent of ORGANIZATION.

12. SUCCESSORS AND ASSIGNS

This Agreement shall be binding on the heirs, legal representatives or other successors in interest and permitted assigns (subject to Section 11) of AFFILIATE and ORGANIZATION.

13. CONSENT FOR ELECTRONIC COMMUNICATIONS, SIGNATURES AND DEPOSITS

ORGANIZATION may provide AFFILIATE with communications, notices, updates, agreements, statements, or disclosures in writing ("Communications") regarding ORGANIZATION's terms, services, and policies, including (i) agreements required to register for and use the services, (ii) financial transaction authorizations, receipts, disbursements, and confirmations, (iii) account statements and history, and (iv) federal and state tax statements and documents. AFFILIATE consents to receive Communications electronically rather than in paper form, and to enter into binding agreements by electronically accepting terms of service or through the use of electronic signatures or acknowledgments, each having the same force and effect as an original signature on a physical document ("Consent"). ORGANIZATION may provide Communications by email, text message, or by making them accessible via ORGANIZATION's websites or applications, and may use and obtain electronic signatures.

The Consent applies to all Communications provided in connection with this Agreement and AFFILIATE's account and remains in effect until withdrawn. AFFILIATE may withdraw Consent at any time by contacting ORGANIZATION at legal@alltrack.com. Withdrawal is effective only after ORGANIZATION has had a reasonable period to act on it and does not affect the validity or enforceability of any Communication provided, or any electronic signature given, before withdrawal takes effect. Because ORGANIZATION's services are provided electronically, withdrawal may require ORGANIZATION to suspend or terminate AFFILIATE's account and this Agreement. AFFILIATE may request a paper copy of any Communication at no charge by writing to ORGANIZATION at the address set forth in Section 17 (Notices). Requesting a paper copy will not by itself be treated as a withdrawal. To access and retain Communications electronically, AFFILIATE will need: a device with internet access; a current version of a widely used web browser; a valid email address; software capable of viewing PDF files; and sufficient storage capacity or a printer to retain copies. ORGANIZATION will notify AFFILIATE if these requirements change in a manner that creates a material risk AFFILIATE will be unable to access or retain Communications.

AFFILIATE shall maintain a current email address, mailing address, and other contact information with ORGANIZATION, which may be updated at any time within AFFILIATE's ALLTRACK account, and shall do so promptly upon any change.

AFFILIATE authorizes ORGANIZATION to transfer funds electronically to the financial institution and account specified within AFFILIATE's ALLTRACK account, until AFFILIATE or its Authorized Representative modifies the payment instructions, and agrees that ORGANIZATION and the financial institution shall be afforded a reasonable period to act on any such modification. If an incorrect amount is deposited into the account, AFFILIATE hereby authorizes the financial institution to reverse the deposit or make the appropriate adjustment based on ORGANIZATION's instructions.

AFFILIATE shall (i) keep its ALLTRACK account credentials secure and confidential, providing them only to persons or automated systems, including artificial intelligence agents, authorized by AFFILIATE; (ii) instruct each such person or authorized user of any such system that they are not to disclose the credentials to any unauthorized person or system; and (iii) immediately notify ORGANIZATION and change the credentials if AFFILIATE believes they may have become known to an unauthorized person or system or otherwise compromised. AFFILIATE is responsible for all actions performed in its account, whether or not specifically authorized, including any action taken by any automated system or artificial intelligence agent acting with AFFILIATE's credentials or otherwise on AFFILIATE's behalf. ORGANIZATION shall have no liability if monies or information are intercepted by an unauthorized person, whether electronically or physically, either in transit or at AFFILIATE's place of residence or business, unless such interception is the result of ORGANIZATION's gross negligence or willful misconduct, or for any distribution made to the financial account submitted within AFFILIATE's ALLTRACK account if such distribution occurred before AFFILIATE has notified ORGANIZATION of possible misconduct and ORGANIZATION has had a reasonable opportunity to act on that notice. ORGANIZATION may suspend or cancel credentials without such notice if it reasonably suspects they are being used in an unauthorized or fraudulent manner or if it becomes aware of other suspected or confirmed fraudulent activity involving AFFILIATE.

14. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement, and any dispute arising out of or relating to it, whether in contract, tort, or otherwise (each, a "Dispute"), is governed by the laws of the State of New York, without regard to conflict-of-laws principles and except as preempted by U.S. federal law.

Disputes shall be resolved by binding arbitration before a single arbitrator appointed by the American Arbitration Association ("AAA") in New York, New York, under the AAA Commercial Arbitration Rules then in effect, provided that if AAA determines this Agreement is a consumer agreement, the AAA Consumer Arbitration Rules shall apply and control over any conflicting term of this Section. This arbitration agreement is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. Questions of interpretation, applicability, and enforceability of this arbitration agreement are for the arbitrator, except that enforceability of the Class Action Waiver is for a court alone. Fees and costs shall be allocated under the applicable AAA rules; attorneys' fees may be awarded only for a frivolous or bad-faith claim or defense, or where authorized by law. The award is binding, and judgment may be entered in any court having jurisdiction. Each party shall keep Disputes and awards confidential except as required by law or legal process, to a regulator, to its advisors, or to enforce an award.

Class Action Waiver. All Disputes must be brought individually and not as a class, collective, consolidated, private attorney general, or other representative proceeding, and the arbitrator may not consolidate claims or preside over any such proceeding. If a court holds this waiver unenforceable as to any claim, that claim shall be severed and brought exclusively in court, and the remainder shall proceed in arbitration; no class or representative claim shall be arbitrated in any event.

Before commencing arbitration, the party asserting a Dispute shall give the other written Notice describing it and the relief sought, and the parties shall attempt in good faith to resolve it for thirty (30) days. Notwithstanding the foregoing, either party may bring a qualifying individual claim in small claims court or seek interim injunctive relief in court to protect intellectual property or confidential information without waiving arbitration, and if any Dispute proceeds in court each party irrevocably waives trial by jury.

AFFILIATE is deemed to have accepted, and waived all objections to and rights to dispute, each distribution and statement rendered or made available under Section 7.1 (Collections and Distributions) unless AFFILIATE delivers written Notice specifying the objection within twenty-four (24) months after it is rendered or made available. Thereafter AFFILIATE may not object to, dispute, or assert any Dispute regarding that distribution or statement, and waives any longer limitations period to the fullest extent permitted by law.

15. FORCE MAJEURE

Neither party shall be deemed to be in breach or otherwise liable to the other party in any manner whatsoever for any failure or delay in performing its obligations under this Agreement due to a “Force Majeure Event”, which shall mean any event that prevents or materially impairs a party's performance and is beyond the reasonable control of the affected party, including without limitation any fire, flood, act of God or public enemy, internet failure, epidemic, pandemic, or other public health emergency, cyberattack or failure of third-party licensing, collection, or payment systems, earthquake, governmental or court order, national emergency, strike or labor dispute, civil riot, or war. A party that becomes aware of a Force Majeure Event which gives rise to or which is likely to give rise to any failure or delay in performing its obligations under this Agreement shall notify the other and inform them of the nature of the Force Majeure Event and the period for which it is estimated that such failure or delay shall continue. The affected party shall take reasonable steps to mitigate the effects of the Force Majeure Event. The taking place of a Force Majeure Event shall have the effect of suspending the obligations of the party that has invoked the provisions of this Section to the extent such obligations are affected by the Force Majeure Event. If a Force Majeure Event continues for more than one hundred and twenty (120) days, either Party may terminate this Agreement upon written notice, subject to Section 9 (Termination). Contractual dates shall be extended by a period equal to the duration of the Force Majeure Event plus the number of days required to reach the last day of the immediately subsequent calendar quarter.

16. LIMITATION OF LIABILITY

SUBJECT TO THE FINAL PARAGRAPH OF THIS SECTION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ORGANIZATION, ITS PARENT, SUBSIDIARY AND AFFILIATED COMPANIES, LICENSEES, SUCCESSORS, ASSIGNS, SERVICE PROVIDERS, FOREIGN SOCIETY PARTNERS, OR ANY OF THE AFOREMENTIONED PARTIES' RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, OR AGENTS BE LIABLE TO AFFILIATE OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, ENHANCED, RELIANCE, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, LOSS OF EXPECTED ROYALTIES, LOSS OF DATA, BUSINESS INTERRUPTION, DIMINUTION IN VALUE, OR SIMILAR DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

IN ADDITION, AND NOT IN LIMITATION OF THE FOREGOING, SUBJECT TO THE FINAL PARAGRAPH OF THIS SECTION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ORGANIZATION'S AGGREGATE LIABILITY TO AFFILIATE FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF ONE THOUSAND DOLLARS ($1,000.00) OR THE TOTAL AMOUNT ACTUALLY DISTRIBUTED BY ORGANIZATION TO AFFILIATE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS AGREEMENT SHALL NOT APPLY TO ORGANIZATION'S FRAUD OR WILLFUL MISCONDUCT, OR ANY OTHER LIABILITY THAT MAY NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. NOTHING IN THIS SECTION SHALL LIMIT, EXCLUDE, OR OTHERWISE AFFECT AFFILIATE'S OBLIGATIONS UNDER SECTION 6.5 (INDEMNIFICATION) OR ANY OTHER OBLIGATION OF AFFILIATE UNDER THIS AGREEMENT.

17. NOTICES

Other than with respect to the manner in which either party must deliver notice of termination as referenced in Section 9 (Termination), all notices, requests, consents, claims, demands, waivers, and other communications hereunder (each a “Notice”) shall be transmitted in writing by (i) email, (ii) transmission within AFFILIATE's ALLTRACK account, or (iii) registered or certified physical mail whereby a professional mail courier has recorded the date sent (verifiable by the receiving party). Email and physical mail Notices to AFFILIATE shall be sent to the then current email or physical mailing address within AFFILIATE's ALLTRACK account. Email and physical mail Notices to ORGANIZATION shall be sent to legal@alltrack.com or to the mailing address set forth below, or to such other address communicated by ORGANIZATION to AFFILIATE in writing. Notices shall be deemed given upon the date made available within AFFILIATE's ALLTRACK account, the date sent if sent by email, or upon the verifiable date of actual deposit into physical mail.

Physical Notices to ORGANIZATION shall be sent to AllTrack Music Rights Inc., 324 S. Beverly Dr., Suite 523, Beverly Hills, CA 90212, USA.

18. OTHER

AFFILIATE represents that AFFILIATE is at least eighteen (18) years of age, or, if AFFILIATE is at least thirteen (13) and under eighteen (18) years of age, that AFFILIATE's parent or legal guardian has reviewed and accepted this Agreement on AFFILIATE's behalf and agrees to be bound by it jointly with AFFILIATE. ORGANIZATION'S site and services are not intended for individuals under thirteen (13) years of age.

AFFILIATE represents and warrants that all of the information provided to ORGANIZATION in connection with the affiliation being established herein, whether manually or electronically, including if submitted through alltrack.com, one of its subdomains, or one of ORGANIZATION’s partners, is complete and true in all respects, that AFFILIATE has all rights and consents necessary to provide any and all data, including personally identifiable information, that AFFILIATE delivers to ORGANIZATION, and that this Agreement is being entered into in reliance upon the information provided by AFFILIATE to ORGANIZATION. If any information provided by AFFILIATE is found to be materially incomplete, false, or misleading, or if AFFILIATE fails to reasonably respond to a request for information from ORGANIZATION, this Agreement may be terminated, notwithstanding Section 9 (Termination), by ORGANIZATION immediately.

The terms of this Agreement shall be subject to ORGANIZATION'S standard practices and procedures as published on alltrack.com or one of its subdomains (including its online help center) and in effect from time to time. ORGANIZATION may update, modify, or supplement the terms herein from time to time, and shall notify AFFILIATE that the terms have been updated by email to the address then on file or by notice within AFFILIATE's AllTrack account. All changes shall become effective upon being made available on alltrack.com or one of its subdomains, and AFFILIATE is responsible for reviewing the Terms of Service following any such notice. All changes shall apply prospectively only and shall not affect any Exploitation that occurred, or any distribution or claim accrued, prior to the effective date of the change, and no change to Section 14 (Governing Law And Dispute Resolution) shall apply to any dispute for which notice was given prior to the effective date of the change. AFFILIATE's continued use of ORGANIZATION's services following the effective date of any change will constitute AFFILIATE's acceptance of the revised terms and conditions. AFFILIATE may notify ORGANIZATION of any objection to a change, which ORGANIZATION shall consider in good faith; provided that no objection shall suspend or delay the effectiveness of any change or entitle AFFILIATE to terminate this Agreement, except that if a change reduces the percentage of collections payable to AFFILIATE under Section 7.1 (Collections And Distributions), AFFILIATE may terminate this Agreement by written notice delivered within thirty (30) days after the first distribution statement reflecting such reduced percentage.

AFFILIATE acknowledges that the relationship between AFFILIATE and ORGANIZATION created by this Agreement is that of ordinary contracting parties and is not intended to be a fiduciary relationship with respect to any of the rights granted or assigned, or any obligations hereunder. Gross license fees and royalties received by ORGANIZATION are the property of ORGANIZATION until distributed, and ORGANIZATION's obligation to distribute such amounts is a contractual obligation only. ORGANIZATION is not required to segregate such amounts or hold them in trust, and may commingle them with its own funds.

19. PRIVACY AND DATA PROTECTION

ORGANIZATION's collection, use, storage, disclosure, and transfer of personal information in connection with this Agreement is described in ORGANIZATION's Privacy Policy, as published on alltrack.com or one of its subdomains and in effect from time to time, which is incorporated into this Agreement by reference. AFFILIATE acknowledges and agrees that, in order to represent, administer, license, and collect upon the Mechanical Rights, ORGANIZATION will disclose and transfer information provided by or on behalf of AFFILIATE, including but not limited to, name and contact details, Work registration, collection, and ownership data, payment and banking information, tax information, and the names and details of AFFILIATE's writers and other rights holders, to third-party licensing, collection, and administration organizations, sister societies, licensees, service providers, and professional advisors, in the United States and in other countries, including countries whose data protection laws may differ from those of AFFILIATE's domicile or country of residence. Without limiting Section 18 (Other), AFFILIATE represents and warrants that it has provided all notices and obtained all consents, authorizations, and permissions required under applicable data protection law to enable ORGANIZATION to process and transfer, as described above, any personal information relating to any individual other than AFFILIATE, including AFFILIATE's executives, writers, and other rights holders. ORGANIZATION may retain and continue to process information provided under this Agreement following expiration or termination of this Agreement, to the extent necessary to administer licenses continuing in effect, complete distributions, comply with legal, tax, audit, and recordkeeping obligations, and establish, exercise, or defend legal claims.

20. BANKRUPTCY

Upon the commencement of any Insolvency Proceeding (as defined below), ORGANIZATION shall continue to hold all rights in the Works assigned to it under this Agreement, this Agreement shall continue in full force and effect, and ORGANIZATION may continue to administer and collect in accordance with this Agreement. ORGANIZATION shall pay any monies payable to AFFILIATE to AFFILIATE's trustee in bankruptcy, receiver, administrator, liquidator, or other successor, as and when required by applicable law and upon receipt of documentation reasonably satisfactory to ORGANIZATION evidencing the Insolvency Proceeding and such person's appointment and authority; any such payment shall discharge ORGANIZATION's obligations in respect of such monies. Pending receipt of such documentation, or where ORGANIZATION reasonably believes a dispute exists as to entitlement, ORGANIZATION may withhold the affected amounts without liability until the matter is resolved to its reasonable satisfaction or determined by a court. AFFILIATE shall promptly notify ORGANIZATION in writing upon the commencement of, or upon becoming aware of any circumstances reasonably likely to give rise to, any Insolvency Proceeding.

To the extent this Agreement is nonetheless determined to constitute an executory contract subject to 11 U.S.C. § 365, the rights granted to ORGANIZATION hereunder in and to the Works are deemed licenses of rights to "intellectual property" as defined under 11 U.S.C. § 101(35A) (or analogous foreign provisions), and ORGANIZATION is entitled to all rights and elections as a licensee in any Insolvency Proceeding, including under 11 U.S.C. § 365(n). In any Insolvency Proceeding outside the United States, the parties intend that the rights granted to ORGANIZATION be treated as rights in intellectual property entitled to the greatest protection available to a licensee or assignee under applicable law, and each party shall take such steps and execute such documents as the other may reasonably require to give effect to this intention, including under Chapter 15 of the United States Bankruptcy Code or any comparable cross-border insolvency regime.

"Insolvency Proceeding" means, with respect to AFFILIATE or any writer whose Works are owned, controlled, or administered by AFFILIATE, (i) any case under the United States Bankruptcy Code filed by or against such person; (ii) any other insolvency, restructuring, receivership, administration, liquidation, dissolution, winding up, or similar proceeding under the laws of any jurisdiction with respect to such person or a material portion of its assets; (iii) the consent by such person to the appointment of a receiver or trustee over all or part of its property; or (iv) any assignment for the benefit of creditors.

21. ENTIRE AGREEMENT; SEVERABILITY; NO IMPLIED TERMS; WAIVER; NO THIRD-PARTY BENEFICIARIES; SURVIVAL

Each party acknowledges and agrees that this Agreement (including any of the information provided by AFFILIATE during the application or registration process in connection with this Agreement) is the only and complete agreement between AFFILIATE and ORGANIZATION with respect to the rights granted and assigned herein, and supersedes any other exchanges between the parties regarding the subject matter herein, whether written or oral; provided that this Agreement does not supersede any separate affiliation agreement between the parties relating to a different account, a different right type, or otherwise. No additional terms are or may be implied. No waiver of any provision of this Agreement or any breach or default hereunder, whether express or implied, shall constitute a waiver of any other provision or any subsequent breach or default, unless expressly stated otherwise in writing.

If any provision of this Agreement, or the application of any such provision to any person or circumstance, is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable, and if such modification is not possible, such provision shall be severed and deemed deleted from this Agreement. The invalidity, illegality, or unenforceability of any provision shall not affect or impair the validity, legality, or enforceability of the remaining provisions of this Agreement, which shall remain in full force and effect.

The headings contained herein are for convenience of reference only, are not to be considered a part of this Agreement, and shall not limit or otherwise affect the meaning or interpretation of this Agreement.

No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that or any other right, power, or remedy, nor shall any single or partial exercise preclude any further exercise. No waiver shall be effective unless in writing and signed by the party against whom it is asserted, and any waiver of a particular default shall not be deemed a waiver of any subsequent default.

This Agreement is for the sole benefit of the parties hereto and their respective heirs, legal representatives, successors in interest, and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement; provided that the persons and entities identified in Sections 6.5 (Indemnification), 7.2 (Infringement of Mechanical Rights), and 16 (Limitation of Liability) shall be entitled to the benefit of, and to enforce, those Sections.

Sections 5 (Representations and Warranties), 6.5 (Indemnification), 7 (Obligations of Organization), 9 (Termination), 14 (Governing Law and Dispute Resolution), 16 (Limitation of Liability), 17 (Notices), 18 (Other), 19 (Privacy and Data Protection), 20 (Bankruptcy), and 21 (Entire Agreement; Severability; No Implied Terms; Waiver; No Third-Party Beneficiaries; Survival), together with all other covenants, representations and warranties made in this Agreement, shall survive any expiration or termination of this Agreement for any reason, except that ORGANIZATION's obligations under Section 7.1 (Collections and Distributions) shall survive solely as to amounts collected in respect of Exploitations occurring prior to termination or under licenses continuing in effect pursuant to Section 9 (Termination). Notwithstanding any reversion of rights under Section 9 (Termination), ORGANIZATION expressly reserves all claims for infringement of the Mechanical Rights occurring prior to the effective date of termination.

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