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Terms Of Use | JukeHouse Publishing Administration Agreement

As of January 20th, 2025

This Publishing Administration Agreement and Terms of Service (this "Agreement") is a binding legal agreement between you and Habitat Financial Technologies Inc, a Delaware corporation ("The Company", "our" or "us") regarding your use of our publishing administration service to enable administration of your musical compositions via our platform and any other uses of your musical recordings and musical compositions by the Company and its licensees as described herein.

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 person(s)/entity(ies) 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.

By signing your name to this Agreement, you are accepting the terms and conditions below, so please read them carefully and understand them completely before doing so.

1. Effective Date

This Agreement will automatically become effective on the date you sign this Agreement.

2. Term

a. The term of the Agreement ("Initial Term") shall commence as of the date signed and shall continue for a period of twenty-eight (28) days.

b. Once the Initial Term has expired, the Term will continue automatically save that either party shall be entitled to serve not less than twenty-eight (28) days' written notice on the other party to expire at the end of or after the Initial Term informing them of their wish to terminate the Term of this Agreement.

3. Territory

a. The territory of this Agreement shall be the universe.

4. The JukeHouse Platform & Your Compositions

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

b. When registering each Composition for administration, you must provide us with all accompanying data that we or any of our performing rights organization or other sublicensees may require to properly administrate the compositions.

  1. This information shall include but is not limited to:
    • Percentage of the song you own or control.
    • Information about the song's other writers and publishers.
    • Information about recordings associated with a song.

c. The Company is required to register each Composition during the term of this agreement.

  1. Initial registration of each Composition shall include, but is not limited to, registration on a major performing rights organization such as BMI, ASCAP, SESAC, ALLTRACK or Global Rights. We shall seek to further register and administer each Composition across our global network, as directed by you, but cannot guarantee registration at every source.
  2. We undertake to provide your Compositions to performing rights organizations as quickly as possible. However, it can and will take a from few days to several weeks for a performing rights organization to integrate, process and register your Compositions. Please be patient.

5. Your Account / Plans

a. When you register for our Platform and you will establish a username and password that will provide access to an online user dashboard for your account on our website, currently www.jukehouse.fm. Please keep your username and password safe and secure, as you will be solely responsible for any Compositions registered, any other content uploaded and for all financial transactions and other activity conducted through your account. We will not be responsible for any activity transacted via or through your account.

b. At the time of registration, you choose which level of user account you would like, depending on your budget and the level of services you want. At any time, you may upgrade or downgrade your plan. If you downgrade a paid plan, your account will remain at that level of service until the expiration of that paid plan.

c. Your annual registration fee must be paid with a valid credit card and we will automatically recur annually until you change your plan or end this Agreement. We currently accept Visa, MasterCard and American Express, but reserve the right to add or change payment methods during the Term. You expressly authorize the Company to charge the applicable amount, plus any applicable taxes, to the credit card you provided or, in our sole discretion, to deduct that amount from royalties payable by us to you. Any refunds are in the Company's sole discretion. In addition, if you owe any fees or other amounts to Company, we may deduct or set-off such amounts from any current or future payments to you, in addition to our other rights and remedies.

d. If we are unable to charge your card for a renewal of a paid plan, your plan will be downgraded to our free level of service as of the end of your paid plan.

6. Grant of Rights

a. You hereby assign to Company, during the Term, the exclusive right to administer, exploit, publish, sell, use and license the performance and all uses of each and every Composition (or the fractional portion thereof you own) licensed under this agreement throughout the Territory. In connection therewith:

  1. The Company shall have the right to issue worldwide, perpetual licenses for synchronization, recording, reproduction and use of each Composition in and with motion pictures, television films and programs and commercial advertisements.
  2. The Company shall collect all gross receipts earned by and derived from each Composition during the Term. For the purposes of this provision, "Gross Receipts" is defined as any revenue derived from each Composition less amounts paid to or deducted by non-affiliated foreign sub-publishers, sub-licensees, agents, collection agencies and local performing and mechanical rights societies. Gross Receipts shall include, without limitation, mechanical royalties, synchronization fees and print income.
  3. You may limit the administration of any Composition to a specific set of platforms, performing rights organizations, territories or rights during the registration process, or at any time via notification to the Company.
  4. You may remove any Composition from the scope of this Agreement after the Initial Term has expired, with at least twenty-eight (28) days' prior written notice to the Company to expire on a monthly accounting date.
  5. If you remove a Composition from the Scope of this Agreement, the rest of the Agreement in terms of any other Compositions under this agreement will stay valid unless you also chooses to remove them from the scope of the agreement.
  6. If after removal by you or termination of this agreement, the Company may collect any residual income generated by the exploitation of that Composition prior to its removal for a further period of twelve (12) months thereafter only.
  7. You warrant that no other publisher or administrator is entitled to collect income from your share of any Composition licensed to Company during the Term.

b. It is agreed that the Compositions are solely owned by you.

c. After the term, all rights to the Compositions will fully transfer back to you.

d. Except for the rights expressly set forth in this agreement or any other agreement between you and Company, you expressly reserve any and all other rights in each Composition.

7. Royalties

a. While you are subscribed to the Company's Pro plan, you are entitled to 100% of all Net Proceeds received from exploitation of the Compositions registered with the company.

b. While you are subscribed to the Company's Standard plan, you are entitled to 95% of all Net Proceeds received from exploitation of the Compositions registered with the company.

  1. With respect to public performance net income that is directly collected by the songwriter, you shall collect and retain the entire writer's share and the Company shall collect and retain the percentage of the publisher's share so that the total shares for public performance income match the publishing royalty rate established in 7(b).

c. The Company shall provide a comprehensive accounting statement (the "Statement") to you via the Platform detailing the expenditure and income of each respective Composition no later than the 28th calendar day of each respective month.

d. If required by applicable law, we may withhold payments to you, in whole or in part, pending receipt of your correctly completed Form W-9 (if you are a US resident for tax purposes), Form W-8 (if you are a non-US resident for tax purposes), updated [annually / at our request], or any other applicable tax-related forms evidencing that no withholding is required. If any information provided on such tax forms is incomplete, incorrect or misrepresented, we reserve the right to withhold sums due to you until all appropriate and correct information is submitted to and received by us that relieve withholding. We also reserve the right to withhold sums due to you if, based on appropriate and correct information that is timely submitted to and received by us, withholding is required under applicable law. You agree to indemnify us and you will be responsible for any costs, expenses and liabilities we may pay or incur as a result of any incorrect, inaccurate or misrepresented tax or financial information provided by you.

e. Any royalties and other sums payable to you by the company greater than $50 United States Dollars will be sent on a monthly basis, through PayPal, check, bank transfer or another method mutually agreed upon by the parties within 30 days of the first of every month. If the sums payable are less than $50 United States Dollars the amount will be carried over till the next pay period until they reach a sum that is greater than $50 United States Dollars in total.

f. You will be responsible for any bank fees or other charges related to payments.

g. Any sums that we receive in foreign currency will be converted to United States Dollars at either the same rate received by us, or the current spot exchange rate at the time of transaction from source to the Company.

h. You shall have the right to designate a certified public accountant (CPA), at your expense, to audit the Company's books and records to the extent reasonably necessary to verify calculation of the royalty a maximum of once per calendar year, provided that:

  1. You must provide written notice of such audit at least ninety (90) days prior to the proposed date of such audit.
  2. All payments and calculations shall be deemed finally accepted by you if not audited within two (2) years after the close of the calendar month for which such payment or calculation applies.
  3. The fee paid to the auditor shall not be contingent upon the results of the auditor's inspection.
  4. If any underpayment is revealed of over 40% (forty percent) of the accounted amount, the Company shall pay the reasonable costs incurred in connection with such audit up to a maximum of $2000 United States Dollars.
  5. Any legal action against the Company by you with respect to a specific accounting statement or the accounting period to which the same relates shall be forever barred if not commenced in a court of competent jurisdiction within one year of receipt of written notice from the Company's rejecting of any claim in connection therewith.

8. Governing Law

a. This contract has been entered into in the State of Delaware in the United States of America and its validity, construction, interpretation and legal effect shall be governed by the laws of such state and country of applicable to contracts entered into and performed entirely therein.

9. Arbitration

a. Dispute Resolution:

  1. Any disputes, claims, or controversies arising out of or relating to this Agreement, including the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in New York, NY, and the language of arbitration shall be English.

b. Opt-Out Period:

  1. You have the right to opt out of this arbitration agreement by providing written notice of their intent to opt out within 30 days of signing this Agreement. The written notice must be sent to [email protected] and must include your full name, address, and a clear statement of your intent to opt out of arbitration. If you opt out, any disputes or claims will be resolved in a court of competent jurisdiction as specified in the "Governing Law" section of this Agreement.

c. Arbitrator Selection:

  1. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties. If the parties cannot agree on an arbitrator within 15 days of initiating arbitration, the AAA shall appoint an arbitrator.

d. Arbitration Fees:

  1. The costs of arbitration, including administrative fees and arbitrator compensation, shall be shared equally by the parties, except that each party shall bear its own attorneys' fees and related expenses unless otherwise awarded by the arbitrator.

e. Confidentiality:

  1. The arbitration proceedings and the arbitration award shall be confidential and not disclosed to any third party without the prior written consent of both parties, except as required by law.

f. Binding and Final Decision:

  1. The arbitrator's award shall be final and binding upon the parties, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

g. Exclusions:

  1. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction for matters related to intellectual property rights or unauthorized use of confidential information.

10. Assignment

a. You shall not assign any of its rights or obligations under this Agreement without the prior written consent of Company except an assignment to a wholly-owned loan-out company and in which case such loan-out corporation shall become a party to this Agreement and you (as applicable) shall execute an inducement letter in a form satisfactory to Company. Company may assign any or all of this Agreement or any of its rights and/or obligations hereunder to any party.

11. Counterparties

a. This Agreement may be executed in separate counterparts by the parties and each counterpart shall when executed and delivered by an original document, but all counterparts shall together constitute one and the same instrument. Executed copies of the signature pages of this Agreement sent by facsimile or transmitted electronically shall be treated as originals, fully binding and with full legal force and effect, and the parties waive any rights they may have to object to such treatment.

12. Breach

a. No act or omission of Company hereunder shall constitute an event of default or breach of this Agreement unless you shall first notify Company in writing setting forth such alleged breach or default and Company shall not cure the same within thirty (30) days after receipt of such notice (or where cure is not possible within 30 days, then if Company has not commenced to cure such breach or alleged breach within 30 days).

13. Force Majeure

a. In no event shall the Company be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, riots, nuclear or natural catastrophes, acts of God, interruptions, pandemics, loss or malfunctions of utilities, and/or communications or computer (software and hardware) services. Notwithstanding the foregoing, in the event of such an occurrence, the Company agrees to make a good faith effort to fulfil its obligations hereunder.

14. Fraudulent Activity and Indemnification

a. You warrant and represents that all materials submitted to the Company, including but not limited to the Compositions registered with the company along with any recordings, data, and information, do not violate any law or infringe upon or violate the rights of any other person or entity. This includes, without limitation, ensuring that no samples, interpolations, material generated with artificial intelligence, or any other unauthorized materials are incorporated into any master recordings or musical compositions licensed to the Company.

b. You shall indemnify and hold harmless, and upon the Company's request, defend, the Company, its affiliates, sublicensees, successors and assigns, and the respective directors, officers, shareholders, members, managers, employees, agents, and representatives of the foregoing (collectively, the "Indemnified Parties"), from and against any and all claims, suits, proceedings, disputes, controversies, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and costs) resulting from:

  1. a breach or alleged breach of any of the warranties, representations, covenants, or obligations under this Agreement;
  2. any claim that the Compositions, recordings, data, or information provided or authorized by you or on your behalf, or the use thereof by the Company or its sublicensees, violates or infringes the rights of another party; or
  3. any other act or omission by you, your licensors, agents, or representatives.

c. You will promptly reimburse the Company and any other Indemnified Parties on demand for any amounts subject to indemnification. The Company shall notify you of any such claim and shall control the defense thereof, though you may participate in such defense at your own expense. You may not settle any claim for which the Company or other Indemnified Parties may be liable without the Company's prior written consent.

d. If any facts, claims, proceedings, or other circumstances arise that would be subject to indemnification, the Company, in addition to any other right or remedy, shall have the right to withhold from any payments otherwise due to you an amount reasonably related thereto until the claim, proceeding, or circumstance has been finally resolved, settled, or fully adjudicated and the judgment satisfied, or until the statute of limitations on such claim has run, or when you have provided reasonable and adequate security for the claim.

e. The Company reserves the right to charge you (or deduct from any royalties payable to you) for any legal fees incurred by the Company as a result of your violation of this Agreement or any related claims.

f. The Company may terminate this Agreement for any reason, including but not limited to if we reasonably believe that you or any of your Compositions or other content have violated this Agreement or the terms and conditions of any digital store or performing rights organization that you or your Compositions infringe the intellectual property or other rights of any person or entity, if we are told by any performing rights organization or reasonably believe that performing rights organizations will not accept your Compositions or other content specifically or categorically, or that you are otherwise abusing our Service or engaging in fraudulent or illegal activity. We may also terminate the Agreement if our Platform is discontinued for any reason.

15. Independent Entities

a. Company and you are and will remain independent entities, and nothing in this Agreement will create a relation of principal and agent, partners, joint venture or employer and employee between Company and you. Neither party to this Agreement shall have any right, power, or authority to enter into any agreement for or on behalf of, or incur any obligation or liability on behalf of, or to otherwise bind, the other party.

16. Entire Agreement

a. This agreement embodies all the representations, terms and conditions of our agreement and there is no other collateral agreement, oral or written, between you and the Company in any manner relating to the subject matter hereof.

17. Notices

a. We may direct all notices and communications to you via the email address or street address associated with your account and/or via your dashboard account on the Site. All notices to the Company shall be sent to us at [email protected].

18. Modification or Termination of Platform

a. We reserve the right to modify, discontinue or terminate the Platform at any time and without prior notice. We are under no obligation to provide the Platform continuously, or at all.

19. Amendments

a. This Agreement, together with the Privacy Policy applicable to our Platform generally, contains the parties' entire understanding and supersedes any prior or contemporaneous correspondence, agreements or understandings regarding the subject matter herein. We may amend the terms of this Agreement from time to time, in which case we will notify you by changing the date at the top of this Agreement (so please be sure to check back often) and/or via e-mail or by notice to your dashboard on the Platform. You must terminate your account if you do not agree to the revised Agreement; your continued use of the Platform will be deemed your acceptance.

20. Legal Counsel

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

21. Severability

In case any provisions (or portions thereof) contained in this agreement will, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect the other provisions of this agreement, and this agreement will be constructed as if such invalid illegal or unenforceable provisions had never been contained herein.