Publishing Agreement

RELEESE PUBLISHING TERMS AND CONDITIONS

GRANT OF RIGHTS

Throughout the Duration and Exploitation Period (as applicable), you grant Releese Innovations Ltd., along with its successors, licensees, and assigns, exclusive administrative, promotional, and collection rights across the designated Territory for one hundred percent (100%) of your rights, titles, and interests ("Your Interest") in the musical compositions you submit through the website ("Compositions"). This grant excludes (i) Traditional Sync Licensing, where rights are retained by you, and (ii) any other Services you may opt-out from via your Account (collectively referred to as the "Exclusions"). Beyond these Exclusions, the rights granted to Releese Innovations Ltd. encompass, but are not limited to, the following exclusive rights, licenses, privileges, and authority across the Territory in relation to Your Interest in all Compositions, existing now or created during the Term:

1. To register Your Interest in the Compositions with relevant performance rights organizations (e.g., ASCAP or BMI) and licensing agencies (e.g., The Harry Fox Agency, Mechanical Licensing Collective) to administer these on your behalf, adhering to their current regulations.

2. To perform and sublicense the performance of Your Interest in the Compositions across all known or future media formats and channels.

3. To modify, adapt, or create derivative works from the Compositions at your request or with your consent.

4. To produce and authorize the production and use of the Compositions in various formats, including digital downloads, streams, and others, for all purposes and across all media.

5. To manage and collect under blanket audio-visual and audio-only licenses ("Blanket Licenses") for a wide range of uses including digital platforms and new media.

6. To publish, reproduce, and distribute the Compositions in all forms, including sheet music and digital editions.

7. To manage and utilize the credit data and metadata associated with the Compositions.

8. To sublicense any of the granted rights under this agreement, respecting any contained approvals or restrictions.

9. To exclusively exercise all other rights that may now or subsequently exist concerning Your Interest in all Compositions under any common law or statutory laws, including copyright laws.

10. The discretionary right to initiate or settle legal claims or actions regarding the Compositions, ensuring division of any recovered monies as detailed in the “PAYMENTS” section, after deducting reasonable legal fees and expenses.

11. The discretion to engage in collective litigation or settlements for royalty recovery endorsed by advocacy groups without prior consent, with monetary recoveries allocated at our discretion after deducting related expenses.

12. The administration and collection of all revenues from the exploitation of the Compositions within the Territory, excluding the Exclusions, with sustained collection rights post-Term and Exploitation Period under specific conditions.

13. With your consent, to use the names, biographical information, and likenesses of the Compositions' creators for promotional purposes related to the Website, our Services, and the Compositions.

You recognize that the validity of individual licenses might surpass the Term and/or Territory of this agreement, authorizing Releese Innovations Ltd. to procure such licenses on your behalf.

TRADITIONAL SYNC LICENSES

You maintain the exclusive authority to negotiate and grant synchronization licenses based on your established terms for your Compositions, through "traditional" channels as recognized in the U.S. music publishing industry. This includes but is not limited to, issuing one-time licenses for the use in films, television productions, commercials, and video games, with the exception of applications covered under Blanket Licenses ("Traditional Sync Licenses"). All agreements formed under Traditional Sync Licenses remain directly between you and your respective licensees, and you shall retain all rights to collect license fees from these Traditional Sync Licenses.

Should Releese Innovations Ltd. receive any requests for Traditional Sync Licenses ("Sync License Request(s)") on your behalf, we will promptly relay such requests to you using the contact information associated with your Account. Upon receiving a Sync License Request, you have the option to request Releese Innovations Ltd. to provide non-exclusive Traditional Sync License administrative services concerning Your Interest in the Composition mentioned in the Request. While Releese Innovations Ltd. maintains the right to accept or decline your request for such services, should you elect to utilize Releese Innovations Ltd.'s services and we agree to manage a Request, your consent shall be implicitly granted for us to negotiate and finalize an agreement related to such Request on your behalf. In adherence to this agreement, any resultant license fees will be collected by Releese Innovations Ltd. directly on your behalf.

Subsequently, Releese Innovations Ltd. will disburse to you Your Share of Net Sums acquired from such licensing agreements, in alignment with the guidelines outlined in the "PAYMENTS" section of this agreement. It is important to note that Releese Innovations Ltd.'s authorization to receive payment related to licenses, as discussed in this provision, will persist beyond the duration of the Term or Exploitation Period. This is applicable to all approved and requested licenses facilitated by Releese Innovations Ltd. prior to the conclusion or early termination of the Term or Exploitation Period.

SUBMITTING COMPOSITIONS

Upon completing the Registration process, you are entitled to submit an unlimited number of Compositions for Releese Innovations Ltd. to manage in accordance with the Services outlined in this agreement. During the submission process, you may be required to furnish ISWCs, ISRCs, or other identification codes, along with detailing your percentage of copyright interest in each Composition. Upon request by Releese Innovations Ltd., you are obligated to execute and deliver any documents necessary to affirm the rights granted to Releese Innovations Ltd. concerning the Compositions. Failure to comply within ten (10) business days of such request may result in Releese Innovations Ltd. acting on your behalf to sign those documents or in the cancellation of your Account at our discretion.

Releese Innovations Ltd. reserves the right to refuse administration or retract administration rights of any Compositions or content provided for our Services, for any reason at our discretion. Reasons may include, but are not limited to, content deemed objectionable, any violation of this agreement or terms of third-party licensees, classification as Non-Qualified Work, infringement upon third-party rights or fraudulent nature, or any other reason determined by our business judgment.

FEES

As compensation for the Services provided, you are required to pay the fees as outlined during the Registration process (“Registration Fee”). During Registration, you must supply a valid credit card for the authorization of charges related to your Registration Fee, any applicable taxes, and other incurred charges related to your utilization of the Site and Services. Should this Agreement be terminated for any reason by either you or Releese Innovations Ltd., you are not entitled to a refund of the Registration Fee.

PAYMENTS

Releese Innovations Ltd. will distribute to you Your Share of "Net Sums," defined as all funds actually received by Releese Innovations Ltd. in Canada, directly attributable to the exploitation of Your Interest in the Compositions. This is after the deduction of all actual, reasonable non-overhead costs directly related to the exploitation and income collection of the Compositions. Releese Innovations Ltd. retains the remainder of the Net Sums as its administration fee.

Should there be reasonable suspicion by Releese Innovations Ltd. that your Account is involved in fraudulent, infringing, illegal, or other activities breaching this agreement, including submission of Non-Qualified Works, we reserve the right to suspend the posting of Net Sums to your account and block withdrawal capabilities until the matter is satisfactorily resolved. Should any Fraudulent Activities be identified or reported related to the Compositions, you agree to forfeit such Net Sums and acknowledge that any related costs may be deducted from payments owed to you.

ACCOUNTING

You will have daily access to interim account information via your Account. Formal account statements will be issued quarterly on or before the first day of April, July, October, and January each year, detailing Net Sums accrued during the respective prior quarter. Should Net Sums payable to you for any period not exceed Five U.S. Dollars ($5), this amount may be deferred to the next accounting period in which the cumulative sum exceeds this threshold. All statements are final unless a written objection specifying the objection's basis is submitted within one (1) year from the statement date.

CANCELLATION

The Service Term and your enrollment continue until a cancellation request is submitted. Effectiveness occurs at the end of the calendar quarter in which the cancellation notice is received, respecting our rights and obligations concerning post-Term collection periods as per relevant regulations. Registration Fees are non-refundable, and you remain responsible for all related Account charges up to and including the date of termination. Failure to comply with agreement provisions may result in termination at Releese Innovations Ltd.'s discretion, without notice, wherein you will remain liable for due amounts. The Term may also end if we no longer provide the Services or for other reasons at our discretion.

CHANGES

Releese Innovations Ltd. reserves the right, at any time, to modify this agreement, introducing new or additional terms and conditions regarding your use of the Service. We will notify you of any proposed changes (for example, through email or your account page on the website), and you have the right to terminate this agreement should you choose not to accept the modifications. If not explicitly rejected, such changes will be considered accepted and become an integral part of this agreement.

WARRANTIES AND INDEMNIFICATION

You hereby represent and warrant to Releese Innovations Ltd. as follows:

1. You are at least eighteen (18) years of age. If entering this agreement as a songwriter, you confirm you are not currently bound by any exclusive agreement impacting Your Interest in any Compositions or songwriting services.

2. All information provided during Registration and subsequently is, and will remain, truthful and accurate. Should any information change or require updating, you agree to notify us promptly. If inconsistencies or inaccuracies are identified, we reserve the right to suspend payments related to the Compositions in question until such matters are resolved to our satisfaction. This right is exercised without prejudice to our rights of indemnity as detailed below.

3. You possess all necessary rights, capacities, and authority to enter into and fully execute this agreement. No third-party consent is required for the grant of rights to Releese Innovations Ltd., nor for our utilization of such rights and any resultant proceeds.

4. The Compositions, including their music, titles, lyrics, or any components, do not constitute and will not constitute violations of copyright, or any statutory or common law rights of third parties. Each Composition is original and does not incorporate any copyrighted work, sample, interpolation, or component under third-party control without authorization.

5. The Compositions are free from adverse claims, liens, or encumbrances.

 6. All Compositions submitted under this agreement qualify under our criteria and are not considered Non-Qualified Works.

 7. Releese Innovations Ltd. is not obligated to make payments for the exploitation of the Compositions beyond what is stipulated herein. Any obligations to co-writers, licensors, or other parties in relation to the Compositions' income shall be your responsibility.

8. You will not engage in any actions that disrupt the integrity or operation of the Service or any transactions conducted thereon. Nor will you place undue strain on the website’s infrastructure.

9. You have had adequate opportunity to seek independent legal advice regarding this agreement.

 10. You agree to defend, indemnify, and hold harmless Releese Innovations Ltd., its affiliates, and their respective members, employees, attorneys, representatives, agents, licensees, and distributors (collectively, "Other Indemnitees") from all claims and liabilities arising from any breach on your part, or any actions taken by you or on your behalf that contravene this agreement. You are responsible for reimbursing Releese Innovations Ltd. and the Other Indemnitees for any costs incurred in connection with such claims, or we may offset such costs against any amounts owed to you under this agreement.

This revised agreement introduces a professional, clear, and exact representation and indemnification clause, ensuring comprehensive understanding and commitment between Releese Innovations Ltd. and its users.

MISCELLANEOUS

Limitation of Liability: In no event shall Releese Innovations Ltd. be liable to you or to any third party for any indirect, consequential, exemplary, incidental, special or punitive damages, including but not limited to lost profits or lost data, arising from or related to the use of the website or the services provided, even if Releese Innovations Ltd. has been informed of the possibility of such damages. Despite any provisions to the contrary contained herein, Releese Innovations Ltd.'s liability to you for any cause whatsoever, regardless of the action's form, shall be limited to the total amount paid by you to Releese Innovations Ltd. for the services. The website, the services, and related content are provided on an “as-is” basis without warranties of any kind, either express or implied, including but not limited to warranties of title, merchantability, fitness for a particular purpose, or non-infringement. Releese Innovations Ltd. does not guarantee or promise any specific outcomes as a result of using the website or services. These disclaimers and limitations are applicable to the fullest e1xtent permitted by law.

Entire Understanding: This agreement, along with the general terms of service for the Releese Innovations Ltd. website, our Privacy Policy, and Distribution Cloud Agreement, constitute the entire agreement between Releese Innovations Ltd. and you regarding the website and services. Releese Innovations Ltd. reserves the right to assign or delegate this agreement or any rights and obligations herein to third parties without notice. No waiver of any provision or default shall affect the waiving party’s rights thereafter, and no waiver shall be deemed continuous. Except as explicitly stated, no representations or warranties, expressed or implied, are made concerning the contents of this agreement. Should any part of this agreement be adjudged invalid by a court of competent jurisdiction, such judgment shall not affect the remainder of the agreement.

Speculative Nature of Exploitation: You acknowledge the speculative nature of Composition exploitation and agree that Releese Innovations Ltd. cannot ensure exploitation or the generation of Net Sums. You waive all claims asserting that greater sums could have been generated or a better business outcome achieved than was actually realized by Releese Innovations Ltd. or its licensees.

Service Interruptions and Modifications: Releese Innovations Ltd. does not guarantee uninterrupted or error-free service and may suspend the website and services for maintenance, upgrades, or other reasons or may terminate the service at any time without notice. The functionalities and features of the website and services are subject to change without notice.

Electronic Transactions: Your use of the website and services includes the capacity to enter into agreements and/or conduct transactions electronically. You acknowledge that your electronic submissions constitute your agreement and intention to be bound by such transactions, including all related records, notices of cancellation, policies, contracts, and applications.

Trademarks: Releese Innovations Ltd. trademarks, logos, and service marks, as well as other proprietary indicators used in connection with the service, are trademarks or registered trademarks of Releese Innovations Ltd. in Canada and/or other countries. Third-party trademarks mentioned herein belong to their respective owners, and no right or license is granted regarding any of the foregoing trademarks.

Governing Law and Jurisdiction: This agreement is entered into in the province of Quebec, Canada, and shall be governed by the laws applicable therein, without regard to principles of conflict of laws. The courts located in Quebec shall have exclusive jurisdiction over any disputes arising from, or in connection with, this agreement, and any related proceedings shall be brought in such courts.

DEFINITIONS

1. “Exploitation Period” shall denote the period extending to the later of (a) the conclusion of the Term, or (b) one (1) year following your submission of a Composition to Releese Innovations Ltd. For instance, if a Composition is submitted on January 1st and the Term concludes on February 1st of that same year, the Exploitation Period for that Composition shall extend until December 31st of the same year.

2. “Non-Qualified Works” refers to (i) compositions that are non-musical in nature, (ii) compositions dominated by sound effects, so-called “sleep sounds” or “nature sounds”, (iii) spoken word compositions, (iv) compositions in the public domain, and (v) any other compositions not recognized as qualifying musical works by any of Releese Innovations Ltd.'s third-party partners or societies.

3. “Registration” encompasses the mandatory online registration process required to enroll as a member of Releese Innovations Ltd., including the registration of Your Interest in the Compositions with pertinent performing rights organizations, such as ASCAP or BMI, and other licensing agencies, such as The Harry Fox Agency or Mechanical Licensing Collective. This definition includes the necessary acceptance of your registration by these organizations and agencies, in alignment with their current rules, terms, and conditions.

4. “Services” encompass the suite of music publishing administration services offered to you by Releese Innovations Ltd. within each selected Territory, as specified during the Registration process or as updated by you at any subsequent time via the Site during the Term.

5. “Site” encompasses the online platform accessible via releese.io, any of its subdomains, and other Releese Innovations Ltd.-branded web and mobile properties, managed and operated by Releese Innovations Ltd.

6. “Term” initiates on the date of your registration (following the submission of a complete Registration and the payment of the applicable registration fee) and continues until either (a) the end of the calendar quarter in which a valid cancellation notice is received, per the conditions in the “Cancellation” section herein, or (b) termination of the Term by Releese Innovations Ltd. as detailed above.

7. “Territory” signifies the entire universe.

8. “Your Share” is defined as eighty-five percent (85%) of Net Sums.

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