Terms Of Use | JukeHouse Publishing Administration Agreement

This Publishing Administration Agreement and Terms of Service (this “Agreement”) is a binding legal agreement between you and JukeHouse Music Publishing LLC, a Delaware limited liability company (the “Company,” “we,” “us,” or “our”), regarding your use of our publishing administration service and the administration and authorized use of your musical compositions by the Company and its licensees as described in this Agreement.

If you are entering into this Agreement on behalf of one or more other people, a group, or a company or other entity, then by accepting this Agreement you represent and warrant to us that you are duly authorized to do so on behalf of all such persons and entities and to bind them to this Agreement and that the Company is fully entitled to rely on that fact (in which case, the term “you” includes all such people and entities) in our performance under this Agreement.

You represent that you are at least eighteen (18) years old and have the legal capacity to enter into this Agreement. If you accept this Agreement for another person or entity, you represent that you have authority to bind that person or entity.

By checking the required consent box and submitting your name as an electronic signature through the Platform, you accept the terms and conditions below, so please read them carefully and understand them completely before doing so.

1. Effective Date:

a. The Company’s presentation of this Agreement through the Platform constitutes the Company’s offer to provide the publishing administration service described in this Agreement on these terms.

b. “Effective Date” means the date and time the Platform records your affirmative consent and electronic signature. This Agreement automatically becomes effective on the Effective Date.

2. Term:

a. The initial term of this Agreement (the “Initial Term”) begins on the Effective Date and continues for twenty-eight (28) days.

b. After the Initial Term, the Term continues automatically until either party terminates it by providing the other party with at least twenty-eight (28) days’ written notice.

c. Only an Account owner or another person authorized to bind the Account may terminate this Agreement for that Account. Removing an authorized user or deleting an individual login does not terminate this Agreement or remove Compositions administered for an Account owned by another person or entity.

d. After termination, the Company may continue providing limited Platform access for Statements, payments, data export, and transition. Continued access does not extend the Term or the Company’s administration rights, and post-term administration and collection remain limited by Section 6.

3. Territory:

a. The Territory of this Agreement shall be worldwide.

4. The JukeHouse Platform and Your Compositions:

a. The JukeHouse Platform enables you to provide information about musical compositions (the “Compositions”) for registration and publishing administration.

b. When registering each Composition for administration, you must provide all accompanying data that the Company, a performing rights organization, or another licensing or collection partner reasonably requires to administer the Composition.

i. This information includes, without limitation:

1. The percentage of the Composition that you own or control.

2. Information about the Composition’s other writers and publishers.

c. The Company will use commercially reasonable efforts to review and submit each accepted Composition to appropriate collection societies and licensing partners using the complete and accurate information you provide.

i. The Company may decline or suspend administration of a Composition that is incomplete, ineligible under a partner’s rules, reasonably suspected of infringement or fraud, or not reasonably administrable without disproportionate burden.

ii. When legally and operationally practicable, the Company will state the reason and provide a reasonable opportunity to correct a curable issue. Third-party acceptance, processing time, collection timing, and royalty generation are not guaranteed.

d. The Platform may provide tools for recordings, releases, identifiers, labels, collaborators and splits, setlists, live performances, catalog imports, application programming interfaces, and related metadata. These tools support administration and recordkeeping. Their use does not grant the Company ownership or control of a master recording, trademark, name, likeness, publicity right, or other right beyond Your Interest in a Composition, unless a separate written agreement expressly provides otherwise.

e. Optional artificial-intelligence or automated-assistance features may help organize information or explain registration concepts, but their output may be incomplete or inaccurate and is not legal, tax, or accounting advice. You remain responsible for reviewing information and instructions before relying on them or submitting them through the Platform.

5. Your Account and Plans:

a. When you register for the Platform, you will establish an account and login credentials that provide access to an online dashboard on the Company’s website, currently www.jukehouse.fm. You are responsible for keeping credentials secure and for activity conducted through your account. An Account owner may invite authorized users and assign available roles and permissions. You are responsible for those users’ access and actions within their assigned permissions, but only an Account owner or another person expressly authorized to bind the Account may accept or amend this Agreement, purchase or change a paid Plan, grant administration rights, or terminate administration. You must promptly notify the Company if you know or reasonably suspect that an unauthorized person has accessed your account.

b. At registration, you may select the “Standard Plan” or the “Pro Plan” (each, a “Plan”), and you may later upgrade or downgrade as described in this Section. The Plan features and service limits displayed on the Company’s pricing page at https://jukehouse.fm/#pricing (the “Pricing Page”) when you select or change your Plan are incorporated into this Agreement. The fees, revenue-share percentages, renewal terms, Promotional Benefits, and consequences of failed payment stated in this Section 5 and Section 7 control if they conflict with the Pricing Page. A later change to the Pricing Page will not amend this Agreement except as permitted under Section 19.

c. The Standard Plan has no annual registration fee. While your account is on the Standard Plan, you are entitled to 95% of Net Proceeds and the Company retains 5%, as provided in Section 7(c). The Standard Plan does not renew annually; it remains active on a month-to-month basis until you upgrade to the Pro Plan, terminate this Agreement, or the Standard Plan or Platform is discontinued in accordance with this Agreement.

d. The Pro Plan costs $100 U.S. dollars per year and automatically renews for successive one-year periods unless, before the applicable renewal date, you change to the Standard Plan or terminate this Agreement. If you request a downgrade from the Pro Plan to the Standard Plan, the Pro Plan will remain active through the end of the current paid annual period, and the Standard Plan will begin immediately thereafter.

e. The Company currently accepts Visa, MasterCard, and American Express but may add or change payment methods during the Term. You authorize the Company to charge the applicable Pro Plan fee, plus applicable taxes, to the payment method you provide or to deduct an unpaid Pro Plan fee from royalties payable to you after itemized notice, but only if the amount is undisputed or finally determined to be owed. If the Company cannot collect a Pro Plan renewal payment, the Pro Plan will remain active through the end of the current paid annual period, after which the account will automatically move to the Standard Plan. A failed renewal payment will not, by itself, close your account or remove your Compositions or account data, but the Standard Plan’s 5% revenue share will apply beginning on the downgrade date. Any refunds are in the Company’s sole discretion.

f. The Company may offer promotional discounts, offer codes, free trials, referral rewards, milestone rewards, student benefits, or other promotional access to Plan features (collectively, “Promotional Benefits”). The eligibility requirements, qualification event, duration, redemption deadline, limits, and specific benefit displayed when a Promotional Benefit is offered or claimed (the “Offer Terms”) become part of this Agreement when you accept or claim that benefit.

i. Unless the Offer Terms state otherwise, a Promotional Benefit is limited to eligible Accounts, may be redeemed only as stated in the offer, has no cash or royalty value, and may not be transferred, sold, or combined with another offer.

ii. Free Pro time begins when granted. If the Account already has a time-limited Pro Plan, the free time is added to the end of that period. If the Account has a paid Pro subscription, the Company will also delay the next paid renewal and charge by the same promotional period. Receiving free Pro time does not itself begin a paid subscription or authorize a charge.

iii. When Promotional Pro time expires, the Account will move to the Standard Plan unless a paid Pro subscription remains active, the Offer Terms provide otherwise, or you affirmatively purchase or renew Pro. An existing paid Pro subscription resumes its renewal cycle after the promotional extension under Sections 5(d) and 5(e).

iv. The Company may reasonably verify eligibility and may withhold or revoke a Promotional Benefit obtained through error, fraud, a prohibited self-referral, duplicate or sham Accounts, or abuse. Properly earned and granted benefits will not be retroactively reduced solely because the Company later changes or discontinues an offer.

g. Enterprise services, including custom administration, subpublishing, white-label services, application programming interface access, single sign-on, or other negotiated services, are governed by separately executed Enterprise terms. If those Enterprise terms conflict with this Agreement, the Enterprise terms control for the Enterprise services and Account covered by them.

6. Grant of Administration Rights:

a. During the Term, you grant the Company the exclusive rights reasonably necessary to register, administer, license through collective or blanket channels, and collect income for Your Interest in each accepted Composition throughout the Territory. “Your Interest” means only the percentage of the Composition that you own or control and submit for administration. This is an administration license only and does not transfer copyright ownership or creative control.

i. A one-off synchronization license for film, television, advertising, games, or similar uses, and any sampling, interpolation, or traditional print license, requires your prior written or in-Platform approval. No response is a denial. If selected in your account, the Company may administer platform-wide, blanket, catalog, and micro-synchronization uses, subject to any available opt-out.

ii. A license validly issued during the Term may continue according to its terms after a Composition is removed or this Agreement terminates. After removal or termination, the Company will not grant a new license for an affected Composition except under a blanket or catalog commitment entered during the Term.

iii. The Company may use writer names, ownership information, identifiers, and other approved metadata only as reasonably necessary to administer and license the Compositions. Promotional use of a person’s image, likeness, or biography requires approval and may not imply an endorsement that was not given.

iv. You may limit the administration of a Composition to specified platforms, performing rights organizations, territories, or rights during registration or later by notifying the Company.

v. You may remove a Composition from this Agreement after the Initial Term by providing at least twenty-eight (28) days’ written notice. This Agreement remains in effect for other Compositions unless you also remove them.

vi. For twelve (12) months after removal or termination, the Company may continue collecting and accounting only for income earned before the effective date of removal or termination or payable under a surviving license. The royalty and accounting provisions continue to apply. The Company will use commercially reasonable efforts to transition registrations and redirect future payments to you or your designated administrator. Any amounts received later must still be accounted for and paid to you.

vii. You warrant that no other publisher or administrator is entitled to administer or collect income from Your Interest in a Composition during the Term.

b. You represent and warrant that you own or control the percentage interest submitted for administration and have authority to grant the rights described in this Agreement. No interest belonging to a co-writer, publisher, or other party is included unless you are expressly authorized to administer that interest.

c. Except for a license that survives under Section 6(a)(ii) and the post-term collection rights described in Section 6(a)(vi), the Company’s administration rights automatically expire when the applicable Composition is removed or this Agreement terminates.

d. Except for the rights expressly granted by this Agreement or another agreement between you and the Company, you reserve all other rights in each Composition.

7. Royalties, Statements, and Audit:

a. “Net Proceeds” means amounts actually received by the Company that are directly attributable to Your Interest, less only: (i) taxes required by law; and (ii) actual, reasonable, documented third-party, out-of-pocket, non-overhead costs incurred solely to license, administer, or collect those amounts, including unaffiliated society, agent, subpublisher, and payment-processing charges. No Company overhead, internal administration cost, or affiliate commission may be deducted in addition to the Plan fee or revenue share unless separately disclosed and affirmatively accepted by you.

b. While you are subscribed to the Company’s Pro Plan, you are entitled to 100% of all Net Proceeds received from administration of the Compositions registered with the Company.

c. While you are subscribed to the Company’s Standard Plan, you are entitled to 95% of all Net Proceeds received from administration of the Compositions registered with the Company.

i. For public-performance income paid directly to the songwriter, you will collect and retain the writer’s share. The Company will collect and retain the applicable portion of the publisher’s share so that the total shares match the publishing royalty rate established in Section 7(c).

d. No later than the twenty-eighth (28th) calendar day of each month, the Company will make available through the Platform a comprehensive accounting statement (the “Statement”) covering the immediately preceding calendar month for each Composition. Each Statement will identify, to the extent reasonably available, the source period, amounts received, material third-party deductions, Plan share, offsets, and amount payable.

e. If required by applicable law, the Company may withhold payments to you, in whole or in part, pending receipt of a correctly completed Form W-9 (if you are a U.S. resident for tax purposes), the applicable Form W-8 series form (if you are a non-U.S. resident for tax purposes), or another applicable tax-related form. You must update such forms annually or upon request. If information on a form is incomplete, incorrect, or misrepresented, the Company may withhold sums until it receives complete and correct information establishing the appropriate withholding treatment. The Company may also withhold sums when complete and correct information establishes that withholding is required by law. You agree to indemnify the Company for costs, expenses, and liabilities it incurs because of incorrect, inaccurate, or misrepresented tax or financial information that you provide.

f. Any royalties and other sums shown as payable to you on a Statement that, in the aggregate, are equal to or greater than $50 U.S. dollars will be paid by PayPal, check, bank transfer, or another method mutually agreed upon by the parties no later than thirty (30) calendar days after the Statement is made available. If the aggregate amount shown as payable on a Statement is less than $50 U.S. dollars, that amount will be carried forward and added to amounts shown as payable on later Statements until the aggregate amount is equal to or greater than $50 U.S. dollars. The Company will pay the aggregate amount no later than thirty (30) calendar days after the Statement on which the threshold is met is made available.

g. You are responsible for bank fees or other charges related to payments.

h. Amounts received in a foreign currency will be converted to U.S. dollars using either the rate received by the Company or the current spot exchange rate when the funds are transferred to the Company.

i. The Company may offset only due, itemized, and undisputed amounts or amounts finally determined to be owed, after reasonable notice. It will promptly release any amount withheld after the basis for the offset is resolved.

j. You may designate a certified public accountant (CPA), at your expense, to audit the Company’s books and records to the extent reasonably necessary to verify royalty calculations, no more than once per calendar year, provided that:

i. You must provide written notice of the audit at least ninety (90) days before the proposed audit date.

ii. All payments and calculations will be deemed finally accepted if not audited within two (2) years after the close of the calendar month to which the payment or calculation applies.

iii. The auditor’s fee may not be contingent on the results of the inspection.

iv. If an audit identifies an underpayment greater than ten percent (10%) of the amount accounted for, the Company will reimburse reasonable audit costs up to $5,000 U.S. dollars and promptly pay the shortfall.

v. A claim regarding a specific Statement or accounting period is barred unless commenced in accordance with Section 9 within one (1) year after you receive written notice that the Company rejected the claim.

8. Governing Law:

a. This Agreement has been entered into in the State of Delaware, and its validity, construction, interpretation, and legal effect shall be governed by the laws of the State of Delaware applicable to contracts entered into and performed entirely within that state.

9. Arbitration:

a. Except for (i) claims eligible for small claims court and (ii) requests for injunctive or equitable relief expressly permitted under Section 9(g), any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”). The AAA Consumer Arbitration Rules shall apply when the dispute qualifies as a consumer matter; otherwise, the AAA Commercial Arbitration Rules shall apply.

b. The arbitration shall be conducted remotely before one neutral arbitrator selected under the applicable AAA rules. If an in-person hearing is required, it shall occur at a mutually agreed location.

c. You may opt out of arbitration by emailing [email protected] within thirty (30) days after first accepting this Agreement. The notice must include your name, account email address, and a clear statement that you are opting out of arbitration. A timely opt-out is effective when sent and will not affect your access to the Platform.

d. Arbitration fees and costs shall be allocated under the applicable AAA rules. When the Consumer Arbitration Rules apply, the Company shall pay all amounts the AAA requires the business to pay. Each party shall bear its own attorneys’ fees unless applicable law or the arbitrator’s award provides otherwise.

e. The arbitration proceedings and award shall be confidential and not disclosed to a third party without both parties’ prior written consent, except as required by law.

f. The arbitrator’s award shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.

g. Notwithstanding Section 9(a), either party may seek injunctive or equitable relief in a court of competent jurisdiction solely for matters related to intellectual property rights or unauthorized use of confidential information.

10. Assignment:

a. The Company may assign this Agreement to an affiliate or in connection with a merger, reorganization, financing, or sale of substantially all relevant business assets, provided the assignee assumes the Company’s material obligations in writing. The Company will notify you of the assignment. Any other assignment requires your consent or gives you the right to terminate on written notice. You may assign this Agreement to a wholly owned loan-out company or a successor to Your Interest on written notice, subject to the Company’s reasonable verification of authority and payment information.

11. Electronic Acceptance and Execution:

a. By affirmatively consenting and submitting your electronic signature through the Platform, you accept the Company’s offer and agree to be legally bound by this Agreement.

b. Your electronic signature and the electronic record of this Agreement have the same legal effect as a handwritten signature and paper record.

c. No separate signature by the Company is required. The Company’s obligations become binding on the Effective Date.

d. The Platform will retain a downloadable copy of the version you accepted and a record of the acceptance event.

12. Breach:

a. Except for circumstances permitting immediate action under Section 14(f), an act or omission by either party will not constitute an event of default or breach unless the non-breaching party first gives written notice describing the alleged breach and the breaching party fails to cure it within thirty (30) days after receiving the notice. If the breach cannot reasonably be cured within thirty (30) days, it will not constitute a default if the breaching party begins curing it within that period and diligently continues the cure.

13. Force Majeure:

a. Neither party will be responsible or liable for a failure or delay in performing its obligations to the extent caused by forces beyond its reasonable control, including strikes, work stoppages, accidents, war, terrorism, civil or military disturbances, riots, natural catastrophes, acts of God, pandemics, or interruption or failure of utilities, communications systems, software, hardware, or third-party infrastructure. The affected party will make good-faith efforts to resume performance. This Section does not eliminate accrued accounting or payment obligations, although performance may be delayed for the duration of the event.

14. Fraudulent Activity and Indemnification:

a. You represent and warrant that all materials submitted to the Company, including the Compositions and accompanying data and information, do not violate law or infringe or otherwise violate another person’s or entity’s rights. You must ensure that each Composition contains no unauthorized sample, interpolation, artificial-intelligence-generated material, or other unauthorized material.

b. You shall defend, indemnify, and hold harmless the Indemnified Parties from a third-party claim and resulting damages, judgments, settlement amounts, and reasonable external attorneys’ fees, to the extent arising from: (i) your material breach of a representation or warranty under this Agreement; (ii) a claim that content submitted or authorized by you infringes another party’s rights; or (iii) your fraud, willful misconduct, or violation of law.

c. The Company shall promptly notify you of a claim and provide reasonable cooperation. You may control the defense using counsel reasonably acceptable to the Company. You may not settle a claim in a manner that admits liability on behalf of, or imposes obligations on, an Indemnified Party without its prior written consent, which shall not be unreasonably withheld.

d. You will have no indemnification obligation to the extent a claim results from the Company’s unauthorized use or modification of submitted materials, breach of this Agreement, gross negligence, or willful misconduct. Indemnified amounts will not become payable until established by a final judgment or an approved written settlement, except for reasonable defense costs incurred as the claim proceeds.

e. Except for intellectual property claims, fraud, or willful misconduct, your aggregate liability under this Section shall not exceed $10,000 U.S. dollars. The Company may withhold only a reasonable amount of royalties relating to a documented pending claim and shall promptly release the withheld amount when the claim is resolved.

f. The Company may suspend affected services or terminate this Agreement sooner than the ordinary notice period if it reasonably believes that: you or submitted content materially violated this Agreement or a partner’s rules; a Composition or other content infringes another party’s rights; a partner will not accept the content; you are abusing the Platform or engaging in fraudulent or illegal activity; or immediate action is required by law or to protect the Platform, partners, or other users. When an issue is curable and immediate action is not reasonably necessary, the Company will provide notice and at least ten (10) days to cure. Undisputed royalties remain payable during a suspension. Ordinary termination remains subject to Section 2.

15. The Company and you are and will remain independent entities. Nothing in this Agreement creates a principal-agent, partnership, joint venture, or employer-employee relationship between the Company and you. Neither party has authority to enter into an agreement on behalf of the other party, incur an obligation or liability on its behalf, or otherwise bind it.

16. This Agreement embodies all representations, terms, and conditions between the parties relating to its subject matter, and no other collateral agreement, oral or written, exists between the parties relating to that subject matter.

17. The Company may direct notices and communications to you through the email address or street address associated with your account or through your Platform dashboard. All notices to the Company shall be sent to [email protected].

18. The Company may change or discontinue Platform features, but will provide at least thirty (30) days’ notice before discontinuing the publishing administration service, unless immediate action is reasonably necessary for security, legal compliance, or third-party infrastructure failure. Discontinuation does not affect accrued payment, accounting, or transition obligations. For a reasonable period, the Company will make available downloadable Statements, signed Agreement copies, and reasonably exportable account and catalog data.

19. The Company may amend this Agreement by providing at least thirty (30) days’ prior notice by email or through your Platform dashboard. Amendments apply prospectively on the date stated in the notice. Changes to fees, revenue share, payment timing or threshold, the grant of rights, the Term, the dispute process, or post-term collection require your affirmative consent. No amendment alters amounts accrued before its effective date. If you reject an amendment that does not require affirmative consent, you may terminate this Agreement before it takes effect. The Platform will retain a downloadable copy of each version you accept and the related acceptance record.

20. Except for payment obligations, infringement, indemnity obligations under Section 14, fraud, gross negligence, willful misconduct, or liability that applicable law does not permit a party to limit, neither party shall be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits or lost data, arising out of this Agreement, even if advised of the possibility of those damages. This Section does not limit royalties or other amounts the Company owes you.

21. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED OF YOUR RIGHT TO RETAIN INDEPENDENT LEGAL COUNSEL IN CONNECTION WITH THE NEGOTIATION, LEGAL EFFECT, AND MEANING OF THIS AGREEMENT, AND THAT YOU HAVE EITHER DONE SO OR KNOWINGLY AND VOLUNTARILY WAIVED THAT RIGHT.

22. If any provision or portion of this Agreement is held invalid, illegal, or unenforceable, that determination will not affect the remaining provisions, and this Agreement will be construed as if the invalid, illegal, or unenforceable provision had not been included.

23. Privacy and Third-Party Services: The Company will process personal information, rights data, tax information, and payment information as described in its Privacy Policy. The Company may use collection societies, payment processors, cloud and communications providers, metadata sources, artificial-intelligence providers, and other service providers reasonably necessary to operate the Platform and perform this Agreement. Optional partner perks, linked websites, and services contracted for directly by you are governed by the third party’s terms and privacy practices. The Company does not control those optional services, but use of a service provider does not relieve the Company of its payment, accounting, confidentiality, or administration obligations under this Agreement. After account or login deletion, the Company may retain Agreement records, registrations, ownership and split data, tax records, payment history, and other information required to satisfy legal, accounting, fraud-prevention, and post-term obligations.

Please electronically accept and sign this Agreement through the Platform where indicated to confirm that you agree to its terms.