URBAN BEAT WAVE LLC

PLATFORM DISTRIBUTION AND PUBLISHING ADMINISTRATION TERMS

Version Date: FEB 11

Account Acceptance and Authority to Bind

These Platform Distribution and Publishing Administration Terms (“Agreement”) govern the use of the Urban Beat Wave distribution platform (the “Platform”) and all services provided by Urban Beat Wave LLC, an Arkansas limited liability company, with a principal place of business at 611 Caddo Trail, Jacksonville, Arkansas 72076 (“UBW,” “Company,” “we,” or “us”).

By creating an account, uploading content, delivering recordings, requesting distribution, or otherwise accessing, using, or continuing to use the Platform, the user identified in the account (“Artist” or “you”) agrees to be legally bound by this Agreement. Electronic acceptance, account creation, or submission of any recording constitutes a binding contract under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA).

You represent and warrant that:

a. you are at least eighteen (18) years of age and legally capable of entering a binding contract;

b. you are the owner of, or have obtained all rights, licenses, consents, and permissions necessary to exploit, distribute, administer, and monetize the Content;

c. you have authority to grant the licenses in this Agreement on behalf of every person or entity with any ownership or royalty interest in the Content, including producers, featured artists, co-writers, performers, engineers, managers, labels, and rights holders;

d. no additional approval, payment, or permission is required from any third party for UBW or its distribution partners to commercially exploit the Content as contemplated in this Agreement; and

e. all information you provide to UBW is accurate and complete.

You agree that you act as the authorized representative and agent for all collaborators and rights holders in the Content for purposes of granting rights to UBW and receiving and making payments under this Agreement. UBW may rely on your representations without independent verification. If you do not agree to these terms or lack the authority described above, you may not upload or distribute content through UBW.

1. Scope and Automatic Application

This Agreement is a standing platform license agreement and automatically applies to every sound recording, release, artwork, and associated metadata delivered to UBW through its submission portal or otherwise accepted by UBW (collectively, the “Masters”).

Each upload, submission, or delivery of a Master constitutes a new license grant under this Agreement without the need for additional signatures, amendments, or agreements. All releases delivered by Artist during the Term are automatically governed by this Agreement.

No rights are granted in recordings not delivered to and accepted by UBW.

Artist acknowledges that distribution, ingestion, and removal of recordings by third party platforms are subject to processing times outside UBW’s control. The licenses granted herein shall remain in effect for all Masters already delivered to digital service providers until commercially reasonable processing, removal, reporting, and final payment cycles have been completed.

UBW may continue to exploit, collect revenue from, account for, and administer any Master delivered prior to termination for the limited purpose of completing platform reporting periods, processing removals, resolving claims, and collecting accrued income.

This Agreement is not a recording contract, employment agreement, management agreement, joint venture, or partnership, and does not grant UBW ownership of the Masters.

2. Grant of Distribution License

Artist grants UBW an exclusive, worldwide license during the Term to reproduce, distribute, publicly perform, publicly display, transmit, communicate to the public, monetize, and otherwise exploit the Masters and all associated artwork, metadata, audiovisual materials, and derivative configurations in all digital formats and technologies now known or later developed.

UBW may distribute, deliver, and make the Masters available through digital service providers, streaming services, download stores, social media platforms, user generated content platforms, short form video services, content identification and fingerprinting systems, and any successor technologies.

Artist grants UBW the right to sublicense the foregoing rights to its distributors, delivery partners, platform partners, collection agents, sub publishers, content identification vendors, and payment processors as reasonably necessary to operate the services and commercially exploit the Masters. Such sublicenses shall survive termination solely to the extent necessary to complete reporting periods, process takedowns, resolve claims, administer fingerprinting systems, and collect and remit revenue accrued during the Term.

UBW may encode, reformat, excerpt for technical platform requirements, create reference files, generate audio fingerprints, and otherwise modify the Masters solely as required for technical compliance, platform delivery, content identification, and monetization.

Artist grants UBW the right to use the Artist name, approved artwork, logos, likeness, and biographical materials supplied by Artist solely in connection with distribution, platform placement, promotion within digital services, and operation of the UBW platform.

Artist retains ownership of the Masters. This Agreement is a license only and does not transfer copyright ownership.

3. Exclusivity

During the Term, Artist shall not, directly or indirectly, distribute, license, authorize, or permit the distribution or exploitation of any Master delivered to UBW through any other distributor, record label, aggregator, delivery service, or digital platform.

For purposes of this Section, a “Master” includes any substantially similar or alternative version of the same sound recording, including without limitation remasters, edits, radio edits, clean versions, explicit versions, instrumental versions, a cappella versions, sped-up or slowed versions, pitch-shifted versions, remixes, alternate mixes, or any recording derived from or embodying the same underlying performance or phonogram.

Artist shall not register, deliver, or authorize any third party to register or deliver any Master to content identification, fingerprinting, or monetization systems (including user-generated content platforms) except through UBW during the Term.

Recordings not delivered to and accepted by UBW are not subject to this exclusivity, provided such recordings do not embody the same sound recording or a substantially similar recording as a Master distributed by UBW.

4. Term

The term of this Agreement (“Term”) shall commence on the earlier of (a) the date Artist creates an account on the UBW platform or (b) the date Artist first uploads or delivers a Master to UBW, and shall continue for a period of five (5) years.

Thereafter, this Agreement shall automatically renew for successive one (1) year renewal periods unless either Party provides written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current Term.

Notwithstanding the foregoing, all licenses granted with respect to any Master delivered to UBW prior to expiration or termination shall remain in effect for the limited purpose of completing distribution, platform processing, reporting, collection, accounting, and payment cycles, and until such Masters have been commercially removed from third-party platforms within commercially reasonable processing periods outside UBW’s control.

5. Revenue Split and Payments

UBW shall retain thirty percent (30%) of Net Receipts and Artist shall receive seventy percent (70%) of Net Receipts.

“Net Receipts” means all monies actually received and retained by UBW from exploitation of the Masters after deduction of amounts retained or charged by digital service providers, distributors, collection societies, payment processors, taxes, withholding obligations, currency conversion fees, bank transfer fees, refunds, reversals, chargebacks, fraud adjustments, claim settlements, and reasonable costs of collection and administration.

For clarity, UBW is not responsible for paying any collaborator, producer, featured artist, writer, publisher, or other royalty participant, and such obligations are solely the responsibility of Artist and shall not reduce UBW’s percentage.

UBW shall provide royalty accountings on a monthly basis and shall remit payment to Artist within thirty (30) days after UBW’s receipt of corresponding funds from third-party platforms or collection partners. UBW shall have no obligation to make advances, guarantee revenue, or pay amounts not yet received. UBW shall not be responsible for reporting delays, payment delays, withholding, or non-payment by any third-party platform, distributor, or collection society.

UBW may withhold and reserve amounts reasonably necessary to cover anticipated refunds, chargebacks, disputes, suspected artificial streaming activity, copyright claims, or other liabilities relating to the Masters, and may offset any amounts owed by Artist to UBW against future royalties.

Artist shall be solely responsible for allocating and paying any producers, featured artists, collaborators, or other royalty participants from Artist’s share unless UBW expressly agrees in writing to administer such payments.

Artist may audit UBW’s royalty statements no more than once per calendar year upon at least thirty (30) days prior written notice. Any audit shall be conducted at Artist’s sole expense during normal business hours and limited to records directly relating to the Masters for the twelve (12) month period preceding the audit notice. If the audit reveals an underpayment exceeding five percent (5%) of amounts due for the audited period, UBW shall promptly pay the deficiency; otherwise, Artist shall reimburse UBW for reasonable costs incurred in responding to the audit. 

Artist acknowledges that all royalties and accountings are based solely upon statements, reports, and payments received by UBW from digital service providers, distributors, collection societies, and other third-party partners. UBW shall have no obligation to audit, verify, or challenge the accuracy of such third-party reports and shall not be liable for errors, omissions, reclassifications, recoupments, deductions, policy changes, or adjustments made by any third-party service. Artist’s sole remedy regarding such matters shall be against the applicable third party and not UBW. Artist acknowledges that statistics, analytics, and dashboards provided by digital service providers (including Spotify for Artists, Apple Music for Artists, YouTube Analytics, or similar services) are estimates for informational purposes only and do not constitute royalty statements. Royalty calculations under this Agreement are based solely upon reports and payments received by UBW from its distribution partners and collection sources, which shall be conclusive and binding absent manifest error. Each royalty statement, accounting report, or dashboard report made available to Artist shall be deemed correct, final, and binding unless Artist provides a written, specific notice of dispute within one (1) year after the statement is made available. Artist waives any right to challenge, audit, or bring any claim relating to any statement not disputed within such period.

6. Delivery

Artist shall deliver to UBW properly mastered audio files, artwork, and complete and accurate metadata in accordance with UBW technical specifications and platform requirements. Artist is solely responsible for the accuracy of all information provided, including artist names, credits, ownership splits, publishing information, and release details.

UBW may assign identifiers to the Masters, including ISRC codes, UPC codes, and other industry-standard identifiers, and may modify or correct formatting as reasonably necessary to meet platform or technical delivery standards.

UBW reserves the right, in its sole discretion, to reject, suspend, remove, or delay delivery of any content that fails to meet technical specifications, violates platform policies, creates legal or financial risk, is subject to a dispute or claim, or may jeopardize UBW’s relationships with its distribution partners or digital service providers.

UBW shall have no obligation to provide marketing, promotion, editorial pitching, playlist placement, advertising, or any other promotional services unless expressly agreed in a separate written agreement executed by UBW.

Submission of any Master through the Artist account shall constitute Artist’s express authorization for UBW to distribute the submitted content in accordance with this Agreement. UBW shall be entitled to rely on any upload, delivery instruction, metadata entry, release date selection, or takedown request made through the Artist account as valid and authorized by Artist, regardless of whether submitted by Artist or any person with access to the account.

7. Representations and Indemnification

Artist represents and warrants that:

a. Artist owns or controls, and has obtained all rights, licenses, permissions, and consents necessary to grant the rights granted to UBW under this Agreement for the Masters and all associated materials, including all sound recording and musical composition rights;

b. all samples, interpolations, beats, performances, artwork, names, likenesses, and third-party materials embodied in or associated with the Masters are fully cleared for worldwide digital distribution, monetization, and publishing administration;

c. the exploitation of the Masters as contemplated herein will not infringe, violate, or misappropriate any copyright, trademark, right of publicity, privacy right, contractual right, or any other proprietary or personal right of any person or entity;

d. Artist has the full authority to enter into this Agreement on behalf of all performers, producers, writers, collaborators, and other rights holders associated with the Masters, and no additional approval, payment, or permission is required for UBW to exercise the rights granted herein;

e. no Master is subject to any prior exclusive agreement, label agreement, distribution agreement, or other encumbrance that would conflict with this Agreement; and

f. all information provided by Artist to UBW is accurate and complete.

Artist shall defend, indemnify, and hold harmless UBW and its owners, members, managers, officers, employees, contractors, agents, affiliates, successors, assigns, and distribution and platform partners from and against any and all claims, demands, notices, disputes, losses, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or related to (i) the Masters, (ii) any breach or alleged breach of Artist’s representations, warranties, or obligations under this Agreement, (iii) any copyright, royalty, ownership, credit, or payment dispute relating to the Masters, (iv) any samples or third-party materials contained in the Masters, or (v) any act or omission of Artist or Artist’s collaborators.

UBW shall have the right, at its option, to control, defend, or settle any such claim. Artist shall fully cooperate in the defense of any claim and shall promptly provide documents, agreements, split sheets, licenses, and clearances upon request. Upon written notice from UBW, Artist shall assume the defense of the claim with counsel reasonably acceptable to UBW and shall reimburse UBW for all losses, liabilities, settlements, damages, and expenses, including reasonable attorneys’ fees. UBW may withhold and apply royalties otherwise payable to Artist toward any such amounts

Artist agrees to notify UBW in writing and provide a reasonable opportunity to investigate and respond before initiating any chargeback, payment dispute, platform complaint, regulatory complaint, or third-party claim relating to payments, royalties, ownership, or services under this Agreement. Artist shall be responsible for any fees, penalties, costs, reserves, or losses incurred by UBW arising from disputes or complaints initiated without first providing such notice and opportunity to cure.

8. Publishing Administration

Artist grants UBW an exclusive, worldwide publishing administration license during the Term solely with respect to the musical compositions embodied in the delivered Masters (the “Compositions”). Artist retains one hundred percent (100%) ownership of the Compositions, and nothing herein shall constitute a transfer of copyright ownership or a co-publishing agreement.

UBW is authorized, as Artist’s administrator and agent solely for administrative purposes, to register the Compositions in UBW’s name as administrator with performing rights organizations, mechanical collection societies, collective management organizations, and international collection agents; to collect mechanical royalties, digital mechanical income, and other publishing income attributable to the Compositions; to administer composition shares in user-generated content and content identification systems; and to appoint and authorize sub-publishers, collection partners, and affiliated administrators as reasonably necessary to effectuate administration and collection.

Artist appoints UBW as its limited attorney-in-fact, coupled with an interest, solely to execute registrations, notices, claims, and routine administrative documents necessary to register, collect, and administer the Compositions during the Term. Such authority shall survive termination solely to complete registrations, accounting, and the collection and distribution of income accrued during the Term.

UBW shall retain thirty percent (30%) of Net Publishing Receipts and Artist shall receive seventy percent (70%). “Net Publishing Receipts” means all monies actually received and retained by UBW from exploitation of the Compositions after deduction of third-party collection fees, sub-publisher commissions, society fees, banking and currency conversion fees, taxes, and reasonable administration and collection costs.

UBW shall have the right to assign, delegate, or subcontract its publishing administration functions to an affiliated administrator, collection agent, or third-party publishing administrator, including without limitation a performing rights administrator or major publishing partner, provided Artist’s ownership of the Compositions is not affected and Artist’s revenue share hereunder remains unchanged.

UBW does not collect the songwriter’s writer’s share of public performance income paid directly by performing rights organizations to writers, and Artist shall be solely responsible for maintaining accurate songwriter registrations and payee information with such organizations.

9. Takedowns and Platform Compliance

UBW may, in its sole discretion and without prior notice, refuse, suspend, disable access to, or remove any Master or release if UBW determines that the content (a) creates legal, financial, or reputational risk, (b) is subject to a copyright claim, ownership dispute, or governmental or platform notice, (c) violates the policies, terms, or technical requirements of any digital service provider or distribution partner, (d) is suspected of artificial streaming, manipulation, or fraudulent activity, or (e) may impair UBW’s ability to collect or retain revenue.

UBW shall have no liability to Artist for any removal, suspension, withholding of royalties, or delay in delivery undertaken in good faith to comply with platform rules, legal obligations, or risk mitigation requirements.

Artist shall promptly cooperate with any investigation, claim response, or information request relating to the Masters, including providing documentation evidencing rights ownership or clearances upon request. Failure to provide requested documentation within a reasonable time may result in continued suspension or permanent removal.

Upon termination of this Agreement, UBW will submit takedown requests to applicable platforms within commercially reasonable timeframes; however, Artist acknowledges that processing and removal are controlled by third-party platforms and UBW shall not be responsible for delays, continued availability, or residual monetization during platform processing periods.

UBW may retain reference files, fingerprints, and records reasonably necessary to prevent re-delivery conflicts, resolve claims, comply with legal obligations, and complete accounting and payment cycles.

Artist acknowledges that all removals, takedowns, and content deactivations are performed solely by third-party platforms and are outside UBW’s control. UBW does not guarantee removal dates, availability status, or completeness of takedowns. Residual availability, cached copies, user-generated content uses, fingerprint matches, or post-termination monetization may continue during platform processing periods. UBW shall have no liability for any damages, lost opportunities, lost revenue, or third-party claims arising from delayed or incomplete removals.

10. Assignment and Affiliates

UBW may, upon written notice to Artist, freely assign, delegate, transfer, license, or otherwise convey this Agreement, the rights granted herein, and/or the administration, distribution, or exploitation of the Masters to any parent company, subsidiary, affiliated entity, successor distributor, financing partner, royalty administrator, collection agent, publishing administrator, or purchaser of UBW’s business, assets, or catalog, whether by merger, acquisition, sale of assets, or otherwise. Any entity formed or acquired after the Effective Date shall be deemed an affiliate for purposes of this Section.

Such assignment shall not relieve Artist of any obligations under this Agreement, and the Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

Artist may not assign, transfer, sublicense, or delegate this Agreement or any rights or obligations hereunder, whether voluntarily, by operation of law, or otherwise, without the prior written consent of UBW, which may be withheld in UBW’s sole discretion. Any attempted assignment by Artist in violation of this Section shall be void and of no effect.

11. Termination

UBW may terminate this Agreement, suspend services, disable access to the platform, remove releases, or withhold payments immediately and without prior notice if UBW determines in its sole discretion that (a) any Master infringes or may infringe third-party rights, (b) Artist has provided false or misleading information, (c) Artist has engaged in fraudulent, deceptive, or artificial streaming or manipulation activity, (d) a claim, dispute, or platform notice has been received relating to the Masters, (e) UBW’s relationships with distribution partners or digital service providers may be impaired, or (f) continued distribution may expose UBW to legal, financial, or reputational risk.

Artist may terminate this Agreement only by providing written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current Term. Artist may terminate only if UBW fails to remit undisputed royalties actually received by UBW and such failure continues for sixty (60) days after written notice and opportunity to cure, provided that delays caused by digital service providers, distributors, payment processors, collection societies, investigations, fraud reviews, platform reporting cycles, or payment holds shall not constitute a breach by UBW.

Termination shall not affect any rights or obligations accrued prior to the effective date of termination. UBW shall continue to collect, receive, administer, and account for all income generated by the Masters prior to termination, including income reported after termination due to platform reporting delays, and may offset any amounts owed by Artist against royalties otherwise payable.

Upon termination, UBW will submit takedown requests to applicable platforms within commercially reasonable processing periods; however, Artist acknowledges that removal timing is controlled by third-party platforms outside UBW’s control. All licenses granted herein shall survive solely as necessary to complete reporting, collection, accounting, claim resolution, and payment cycles relating to the Masters.

12. Governing Law and Disputes

This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas, without regard to its conflict of law principles.

Any dispute, claim, or controversy arising out of or relating to this Agreement, the Masters, the services provided by UBW, or the relationship of the parties, including the validity, enforceability, breach, or termination of this Agreement, shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.

The arbitration shall be conducted in Pulaski County, Arkansas, in the English language, before a single arbitrator experienced in commercial or entertainment industry matters. The arbitrator shall have the authority to award monetary damages but shall have no authority to award punitive damages or consequential damages. Notwithstanding the foregoing, UBW may seek temporary, preliminary, or permanent injunctive or equitable relief in a court of competent jurisdiction to protect its rights and prevent irreparable harm, and such relief shall not be deemed incompatible with or a waiver of this arbitration provision.

UBW shall be entitled to recover its reasonable attorneys’ fees and costs in any claim arising from Artist’s breach of this Agreement, infringement, fraud, or nonpayment. Artist shall not be entitled to recover attorneys’ fees from UBW except where required by non-waivable law.

Artist agrees that any claims must be brought solely in Artist’s individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding, and Artist expressly waives any right to participate in a class action, collective action, or private attorney general action against UBW.

Artist agrees that any court proceeding permitted under this Agreement, including actions for injunctive relief or enforcement of an arbitration award, shall be brought exclusively in the state or federal courts located in Pulaski County, Arkansas, and Artist irrevocably submits to the personal jurisdiction and venue of such courts and waives any objection based on inconvenient forum or lack of jurisdiction.

13. Arbitration Opt-Out, Jury Waiver, and Claim Limitations

a. Waiver of Jury Trial
To the fullest extent permitted by law, Artist and UBW knowingly and voluntarily waive any right to a trial by jury in any action, proceeding, or counterclaim arising out of or relating to this Agreement, the Platform, or the Masters.

b. Class Action Waiver
To the maximum extent permitted by law, Artist agrees that any claim or dispute shall be brought solely in Artist’s individual capacity and not as a plaintiff or class member in any purported class, consolidated, collective, or representative action. The arbitrator may not consolidate claims of multiple users or preside over any class proceeding.

c. Small Claims Exception
Either party may bring an individual claim in small claims court in a court of competent jurisdiction, provided the claim qualifies and remains on an individual basis.

d. Time Limitation on Claims
Any claim or cause of action arising out of or relating to the Platform, the Masters, or this Agreement must be filed within one (1) year after the claim arose, or it shall be permanently barred to the fullest extent permitted by law.

14. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the distribution and publishing administration of the Masters and supersedes all prior or contemporaneous agreements, negotiations, representations, or understandings, whether written or oral, relating to the subject matter hereof.

UBW may update or modify this Agreement from time to time upon reasonable notice by posting a revised version on the UBW platform or website. Continued use of the platform, maintenance of an account, or delivery of any Masters after such notice constitutes acceptance of the revised Agreement. Each Master shall remain governed by the version of the Agreement in effect at the time of its delivery, except to the extent required for legal compliance or platform operation.

No waiver of any provision of this Agreement shall be effective unless in writing and signed by an authorized representative of UBW. UBW’s failure to enforce any provision shall not constitute a waiver of its right to enforce that provision or any other provision at any time.

If any provision of this Agreement is held to be invalid or unenforceable by a court or arbitrator of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be interpreted to best effectuate the original intent of the parties.

By creating an account, uploading any recording, or otherwise using the UBW platform, Artist acknowledges that Artist has read and agrees to this Agreement and that such acceptance constitutes a legally binding electronic signature.

15. Limitation of Liability

To the maximum extent permitted by applicable law, UBW and its owners, members, managers, officers, employees, contractors, affiliates, distributors, platform partners, and service providers shall not be liable to Artist for any indirect, incidental, consequential, special, exemplary, or punitive damages, including without limitation lost profits, lost business opportunities, lost data, or loss of goodwill, arising out of or relating to this Agreement, the Masters, the platform, or any services provided by UBW, even if advised of the possibility of such damages.

UBW’s total cumulative liability to Artist for any claim arising out of or relating to this Agreement shall not exceed the total Net Receipts actually paid by UBW to Artist during the twelve (12) months preceding the event giving rise to the claim.

UBW makes no guarantees regarding availability of the platform, continued availability of any digital service provider, playlist placement, algorithmic performance, monetization levels, or revenue generation.

16. Disclaimer of Warranties

The UBW platform and services are provided on an “as is” and “as available” basis. UBW disclaims all warranties, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, non-infringement, performance, availability, or uninterrupted operation.

UBW does not warrant that the platform will be error free, uninterrupted, secure, or compatible with all devices or services, nor does UBW warrant that any particular platform, store, or service will accept, host, or continue to host any Master.

17. Force Majeure

UBW shall not be deemed in breach of this Agreement nor liable for any delay or failure in performance caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, governmental action, labor disputes, internet or telecommunications failures, cyberattacks, payment processor failures, or actions or omissions of digital service providers or collection societies.

18. No Fiduciary Relationship

Nothing in this Agreement shall be deemed to create any fiduciary, partnership, joint venture, employment, or agency relationship between UBW and Artist. UBW is an independent service provider and shall have no duty to maximize Artist’s income, secure opportunities, or act as a manager, agent, advisor, or representative for Artist.

18.a. Independent Contractor; No Employment Relationship

Artist acknowledges that UBW is a technology platform and service provider only. Nothing in this Agreement creates any employment, partnership, joint venture, agency, management, label representation, or fiduciary relationship between UBW and Artist. Artist is not an employee, contractor, or representative of UBW and has no authority to bind UBW to any agreement or obligation. Artist is solely responsible for their own business operations, marketing, promotion, and career activities.

19. Injunctive Relief

Artist acknowledges that any breach of this Agreement, including unauthorized distribution, re-delivery of Masters, or interference with UBW’s rights, would cause irreparable harm to UBW for which monetary damages would be insufficient. UBW shall therefore be entitled to seek injunctive or equitable relief, in addition to any other remedies available, without the requirement of posting bond.

20. Copyright Policy (DMCA Compliance)

UBW respects the intellectual property rights of others and complies with the Digital Millennium Copyright Act (“DMCA”). UBW will respond to notices of alleged copyright infringement that comply with applicable law.

If you believe that any content distributed through the Platform infringes your copyright, you may submit a written notice including the following:

a. identification of the copyrighted work claimed to have been infringed;
b. identification of the material claimed to be infringing and sufficient information to permit UBW to locate the material (including artist name, release title, and platform link if available);
c. your name, address, telephone number, and email address;
d. a statement that you have a good faith belief that use of the material is not authorized by the copyright owner, its agent, or the law;
e. a statement that the information in the notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on behalf of the copyright owner; and
f. your physical or electronic signature.

UBW may remove or disable access to the material upon receipt of a compliant notice and may notify the account holder.

If an Artist believes a removal was made in error, the Artist may submit a counter-notification containing:

a. identification of the material removed and its prior location;
b. a statement under penalty of perjury that the Artist has a good faith belief the material was removed as a result of mistake or misidentification;
c. the Artist’s name, address, and telephone number;
d. a statement consenting to the jurisdiction of the federal court in the district of Artist’s residence (or Pulaski County, Arkansas if outside the United States); and
e. the Artist’s physical or electronic signature.

UBW reserves the right to terminate accounts of repeat copyright infringers and to remove any content that reasonably appears to infringe intellectual property rights.

21. Artificial Streaming, Fraud, and Withholding

Artist shall not engage in, authorize, encourage, or knowingly benefit from any artificial, fraudulent, deceptive, or manipulated activity relating to the Masters, including but not limited to the use of bots, click farms, paid streaming services, incentivized listening schemes, misleading metadata, impersonation, automated playlisting, or any activity intended to inflate streams, views, followers, or royalties.

If UBW or any digital service provider reasonably suspects artificial streaming, manipulation, or fraudulent activity, UBW may immediately suspend distribution, remove any affected Master, disable the Artist account, and withhold royalties without prior notice.

UBW may retain, offset, or permanently withhold royalties associated with affected activity to cover chargebacks, penalties, reversals, investigation costs, administrative time, partner claims, or other liabilities incurred by UBW or its partners. UBW shall have no obligation to pay royalties that are reversed, withheld, or not paid by digital service providers.

Artist shall be responsible for any losses, damages, fees, or penalties incurred by UBW or its distribution partners arising from artificial streaming or fraudulent activity and shall promptly reimburse UBW upon demand. UBW may deduct such amounts from any current or future royalties payable to Artist.

UBW’s determination of suspected artificial activity made in good faith shall be sufficient basis for action under this Section.

Repeated violations may result in permanent termination of the account and refusal of future services.

22. Payment Thresholds, Unclaimed Funds, and Account Inactivity

UBW shall have no obligation to issue any payment until the Artist’s accrued payable balance meets or exceeds a minimum payout threshold established by UBW and displayed within the Platform. UBW may change the payout threshold upon reasonable notice within the Platform.

Artist is solely responsible for maintaining accurate tax forms, payment information, and contact details. UBW shall not be responsible for failed, rejected, or delayed payments caused by incorrect or incomplete payment or tax information.

If UBW is unable to remit payment due to invalid payment details, unresponsive account status, rejected transfers, or inability to contact the Artist for a period of twelve (12) consecutive months, the account shall be deemed inactive.

For inactive accounts, UBW may continue to hold accrued royalties without interest while attempting to contact the Artist. After twenty-four (24) months of inactivity, UBW may charge reasonable administrative maintenance fees against the balance and may suspend or close the account.

If funds remain unclaimed for the period required under applicable unclaimed property or escheat laws, UBW may remit such funds to the appropriate governmental authority or otherwise handle the funds in accordance with applicable law, and UBW shall have no further liability to the Artist with respect to such amounts.

23. Taxes and Withholding

Artist is solely responsible for all federal, state, local, and international taxes, duties, levies, or other governmental charges arising from any payments made under this Agreement. UBW does not provide tax advice and shall not be responsible for determining Artist’s tax obligations.

Artist must submit any tax documentation reasonably requested by UBW, including IRS Form W-9, W-8BEN, or other applicable tax forms, before payments are issued. UBW may withhold payments until such documentation is properly completed and accepted.

UBW may withhold taxes where required by law, payment processor requirements, or governmental authority, and any such withholding shall be deemed a payment to Artist for purposes of this Agreement.

UBW shall not be liable for any tax penalties, interest, reporting obligations, or additional taxes assessed against Artist. Artist agrees to indemnify and hold UBW harmless from any claim, assessment, or liability arising from Artist’s failure to report or pay taxes.

24. Metadata, Credits, and Release Placement

Artist is solely responsible for providing accurate metadata, credits, ownership information, contributor roles, publishing splits, and platform identifiers for each Master. UBW relies entirely on the information submitted by Artist and has no obligation to independently verify its accuracy.

UBW does not control and is not responsible for the placement, categorization, artist page association, recommendations, algorithmic treatment, search results, editorial decisions, or profile mapping performed by any digital service provider. Digital service providers may place releases on incorrect artist pages, merge artist profiles, separate catalog pages, or otherwise categorize content based on their own systems.

UBW shall not be liable for any loss of revenue, followers, exposure, or opportunities resulting from platform placement decisions, credit errors, or metadata inaccuracies, whether caused by Artist submissions or platform processing.

Artist acknowledges that corrections to artist pages, credits, or release placement are controlled by the applicable digital service provider and may take time or may not be possible. UBW may assist in submitting correction requests but does not guarantee correction or response from any platform.

Artist is responsible for all collaborator royalty splits and credit disputes. UBW is not a mediator of ownership disputes and may suspend distribution or payments until disputes are resolved.

24A. Royalty Allocation; Collaborators; Payment Direction

UBW pays royalties solely to the Artist account holder and only in accordance with the payment instructions, payee details, and payout settings provided through the Platform.

Artist is solely responsible for determining, documenting, and paying any and all royalty splits, producer points, featured artist payments, writer or publisher shares, mechanical royalties, neighbor rights, union payments, advances, commissions, and any other amounts owed to any third party in connection with the Masters or Compositions, whether accrued before or after delivery to UBW.

UBW has no obligation to calculate, administer, or distribute royalties to any collaborators, producers, featured artists, writers, publishers, managers, labels, or other rights holders unless UBW expressly agrees in a separate written agreement executed by UBW.

If any third party asserts a claim, dispute, or demand regarding ownership, credits, royalties, or payments relating to any Master or Composition, UBW may, in its sole discretion, suspend distribution, withhold accountings or payments, place a risk reserve, and require reasonable documentation from Artist to verify rights and payment authority.

Artist shall defend, indemnify, and hold harmless UBW and its owners, members, managers, officers, employees, contractors, agents, affiliates, successors, assigns, and distribution and platform partners from and against any and all claims, demands, disputes, losses, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to any collaborator, royalty participant, or rights holder claim regarding the Masters or Compositions, including claims alleging nonpayment, underpayment, misallocation, or incorrect credits.

Artist acknowledges that UBW may rely on Artist’s payment directions and representations without independent verification and shall have no liability for payments made in good faith to the Artist account holder.

25. Name, Image, Likeness, and Promotional Use

Artist grants UBW a non-exclusive, worldwide, royalty-free license during the Term and thereafter solely in connection with UBW’s business operations to use Artist’s professional name, trademarks, service marks, logos, photographs, likeness, biographical information, release titles, artwork, and publicly available promotional materials.

Such use includes, without limitation, display on the Platform, website, social media accounts, promotional materials, presentations, advertising, investor materials, case studies, press releases, and roster listings for the purpose of identifying Artist as a user of the Platform and promoting UBW’s services.

UBW shall not sell merchandise using Artist’s name or likeness or imply endorsement of third-party products without separate written permission.

Artist represents that Artist has all rights necessary to grant the permissions in this Section. Artist waives any claim against UBW for use of such materials consistent with this Agreement.

This Section shall survive termination solely with respect to materials created or published during the Term.

26. Chargebacks, Reversals, and Recoupment

Artist acknowledges that royalties reported by digital service providers and collection partners may be adjusted, reversed, clawed back, or charged back after reporting due to fraud detection, refund activity, disputed transactions, copyright claims, platform audits, territory corrections, or accounting adjustments.

UBW may deduct, offset, or recoup any such reversals, chargebacks, or adjustments from any royalties otherwise payable to Artist, whether relating to the same release or any other release delivered by Artist.

If UBW has already paid Artist amounts later reversed or charged back to UBW, Artist shall promptly repay such amounts upon written notice. UBW may recover such amounts by offset against future royalties, withholding payments, or invoicing Artist directly.

UBW shall not be liable for reductions in royalties caused by platform audits, fraud filtering, territory reclassification, monetization policy changes, exchange rate fluctuations, or accounting corrections by digital service providers or collection partners.

Artist agrees that UBW’s statements shall be prima facie evidence of amounts owed for purposes of recoupment under this Section.

27. Account Security and Authorized Users

Artist is solely responsible for maintaining the confidentiality and security of login credentials and for all activity occurring under the Artist account, whether authorized or unauthorized.

Any person accessing the account using the Artist’s credentials shall be deemed authorized by Artist. Artist is fully responsible for all uploads, releases, instructions, metadata submissions, payment directions, takedown requests, and communications made through the account.

UBW shall not be liable for any loss, damages, release errors, payment redirections, or other consequences arising from unauthorized access, credential sharing, compromised passwords, or actions taken by managers, collaborators, contractors, or third parties using the account.

Artist must immediately notify UBW upon discovering any unauthorized access or suspected security breach. UBW may suspend access to protect the account but shall not be responsible for losses occurring prior to notice.

UBW may rely on instructions received through the account as valid and binding on the Artist.

28. Territory Restrictions and Sanctions Compliance

Artist represents and warrants that Artist is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive economic sanctions or embargoes under applicable United States law, and is not listed on any United States government restricted or prohibited party list, including the Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons List.

Artist agrees not to use the Platform in violation of any applicable export control, sanctions, or trade compliance laws and shall not submit or request distribution of any content involving restricted parties or prohibited territories.

UBW may suspend services, refuse distribution, block payments, or terminate this Agreement immediately without liability if UBW determines that providing services or making payments may violate applicable sanctions, export control laws, payment processor requirements, or distribution partner policies.

UBW may withhold or freeze payments as necessary to comply with legal obligations, regulatory requests, or payment processor directives, and shall have no liability for such actions.

Artist shall indemnify and hold UBW harmless from any claims, penalties, or liabilities arising from Artist’s violation of this Section.

29. Electronic Communications and Data Use

Artist consents to receive all communications from UBW electronically, including notices, statements, account alerts, legal notices, and service-related messages, through email, the Platform dashboard, or other electronic means. Such electronic communications shall satisfy any legal requirement that communications be in writing.

UBW may collect, store, and use account information, usage data, release data, and technical information reasonably necessary to operate the Platform, process payments, prevent fraud, comply with legal obligations, and improve services.

UBW may contact Artist regarding account status, releases, compliance issues, payment matters, and service announcements. UBW may also send informational or promotional communications relating to UBW services, and Artist may opt out of non-service-related communications where required by law.

UBW does not sell Artist personal information but may share information with distribution partners, payment processors, collection agents, and service providers as necessary to provide the services described in this Agreement.

Artist is responsible for maintaining accurate contact information and ensuring UBW communications are not blocked by spam filters or third-party providers.

31. Right to Refuse Service

UBW reserves the right, in its sole discretion and without obligation to provide a reason, to refuse service, deny account creation, reject any submission, decline distribution of any Master, suspend access to the Platform, or terminate services to any user at any time.

UBW may take such action where it reasonably determines that a user presents legal, financial, operational, reputational, or platform compliance risk, or where continued service would interfere with UBW’s relationships with distribution partners, payment processors, or digital service providers.

UBW shall have no liability to Artist for refusal of service, rejection of submissions, or discontinuation of services under this Section, except for payment of undisputed royalties actually received and owed under this Agreement.

32. Third-Party Services and Platform Dependence

UBW’s services rely on third-party distributors, digital service providers, payment processors, collection societies, and technology vendors (collectively, “Third-Party Services”). UBW does not control and is not responsible for the acts, omissions, policies, outages, delays, reporting practices, payment practices, or business decisions of any Third-Party Services.

Third-Party Services may refuse, remove, reclassify, restrict, demonetize, block, or otherwise alter availability of any Master at their discretion. They may also modify monetization policies, royalty rates, reporting schedules, content guidelines, or technical requirements at any time.

UBW shall not be liable for any loss of revenue, loss of availability, lost opportunities, reporting delays, demonetization, or takedowns resulting from the actions or inactions of any Third-Party Services.

Artist acknowledges that continued distribution and monetization depend on compliance with third-party policies outside UBW’s control, and UBW does not guarantee availability on any specific platform.

33. Release Scheduling and Delivery Times

Artist acknowledges that digital distribution requires processing by third-party services and that release dates are not guaranteed. UBW does not guarantee that any Master will be delivered, ingested, or made available on any platform by a specific date or time.

Artist is solely responsible for submitting releases with sufficient lead time to meet desired release dates. UBW may publish recommended delivery timelines within the Platform, but such timelines are estimates only.

UBW shall not be liable for missed release dates, delayed availability, staggered platform availability, pre-save failures, editorial consideration eligibility, or any loss of promotional opportunity resulting from delivery timing, platform processing, or third-party review procedures.

UBW may delay or reschedule delivery where necessary to comply with platform requirements, quality control review, metadata corrections, or legal compliance.

34. No Professional Advice

Any information, recommendations, support responses, marketing suggestions, release feedback, or communications provided by UBW are offered for general informational purposes only and do not constitute legal, financial, tax, management, marketing, or career advice.

UBW does not act as a manager, agent, attorney, business manager, investment advisor, or representative of Artist. Artist is solely responsible for business, creative, promotional, and career decisions, including release strategies, marketing spend, and third-party services engaged by Artist.

Artist acknowledges that success, revenue, audience growth, and platform performance depend on numerous factors outside UBW’s control, and UBW makes no promises or guarantees regarding outcomes.

Artist agrees not to rely on UBW communications as professional advice and waives any claim arising from reliance on such communications.

35. No Agency; Artist Conduct

Artist is an independent user of the Platform and has no authority to bind, represent, contract on behalf of, or act as an agent of UBW. Artist shall not represent to any person or entity that UBW is Artist’s record label, manager, booking agent, employer, partner, or representative unless a separate written agreement signed by UBW expressly provides otherwise.

UBW shall not be responsible for Artist’s conduct, statements, business dealings, performances, contracts, cancellations, disputes, or obligations with any third party, including promoters, venues, collaborators, producers, or service providers.

Artist shall indemnify and hold UBW harmless from any claim, liability, or expense arising from Artist’s actions, public statements, business relationships, or agreements entered into by Artist.

UBW shall not be liable for any damages, losses, or obligations incurred by Artist in connection with Artist’s career, performances, or third-party relationships.

Next you need a Content Standards / Prohibited Content clause.

Right now you can remove content for risk, but you never defined what content is not allowed.
If you don’t define it, someone can argue removal was arbitrary or discriminatory. Platforms always define prohibited material.

Add this as a new section after Section 35.

36. Prohibited Content and Conduct

Artist shall not upload, submit, or request distribution of any content that:

a. infringes or violates the intellectual property rights, publicity rights, privacy rights, or other legal rights of any person or entity;
b. contains unauthorized samples, stolen beats, impersonations, or misappropriated performances;
c. is fraudulent, misleading, deceptive, or intended to impersonate another artist, brand, or person;
d. promotes or facilitates unlawful activity, scams, or commercial deception;
e. contains malicious code, harmful files, or attempts to interfere with the operation or security of the Platform;
f. violates the policies or content rules of digital service providers or distribution partners; or
g. otherwise exposes UBW or its partners to legal, financial, reputational, or operational risk.

UBW may remove, refuse, or disable any content and suspend or terminate accounts for violations of this Section without prior notice.

UBW shall not be responsible for monitoring content but may act upon reports, platform notices, or its own review.

37. Artist Names and Identity Conflicts

Artist is solely responsible for ensuring that the artist name, stage name, brand name, and related identifiers used in connection with the Masters do not infringe, conflict with, or cause confusion with any other artist, trademark, brand, or public figure.

UBW does not verify the uniqueness or legality of artist names and shall not be liable for claims arising from name conflicts, impersonation allegations, or mistaken identity.

If UBW receives a complaint, platform notice, trademark claim, or reasonably believes that an artist name may cause confusion, impersonation, or rights violations, UBW may change, suspend, or remove the affected release or require Artist to modify the artist name or metadata.

UBW may request documentation verifying Artist’s identity or rights to use a name, and failure to provide satisfactory documentation within a reasonable time may result in removal or termination.

UBW shall have no liability for any loss of streams, followers, branding value, or promotional opportunities resulting from name conflicts or required changes.

38. Re-Delivery, Duplicate Distribution, and Catalog Migration

Artist shall not re-deliver, re-distribute, or authorize distribution of any Master previously delivered to UBW through another distributor, label, or delivery service while such Master remains active on any platform through UBW or while takedown processing is pending.

Following termination, Artist shall not attempt to circumvent UBW’s rights by re-uploading the same sound recordings, materially similar recordings, or recordings embodying the same performance prior to completion of platform removal processing.

Artist acknowledges that digital service providers may require time to remove content and that duplicate deliveries may create conflicts, monetization errors, or payment holds. UBW shall not be responsible for delays, lost royalties, or platform actions resulting from duplicate delivery or premature re-upload.

If duplicate distribution causes revenue conflicts, claims, payment withholding, or platform penalties, UBW may suspend payments and offset any resulting losses, liabilities, or administrative costs against royalties payable to Artist.

UBW may maintain reference files and audio fingerprints after termination solely to prevent duplicate delivery conflicts, resolve claims, and complete accounting and payment cycles.

39. False Statements and Harmful Conduct

Artist agrees not to knowingly make or publish any false or misleading statement about UBW, the Platform, its owners, employees, contractors, partners, or services that is reasonably likely to cause reputational or business harm.

Nothing in this Section restricts Artist from expressing good faith opinions or reporting legitimate concerns to UBW, a regulatory authority, or a court of competent jurisdiction.

If Artist publishes materially false statements regarding payments, ownership, or conduct and fails to retract such statements after written notice, UBW may suspend services, remove content, or terminate the account.

Artist shall be liable for damages directly resulting from knowingly false statements and agrees that UBW may seek injunctive relief to prevent ongoing harm.

40. Records and Statements

UBW shall maintain royalty records and account statements in electronic form in the ordinary course of business. Artist agrees that UBW’s platform reports, accounting records, payment logs, and distributor reports shall constitute prima facie evidence of amounts earned and payable under this Agreement.

UBW shall have no obligation to maintain records beyond three (3) years from the date a statement is issued.

No objection to any statement shall be valid unless Artist provides written notice specifying the dispute within one (1) year after the statement is made available to Artist. Artist waives any claim relating to statements not disputed within such period.

UBW shall not be required to provide raw data from digital service providers beyond what is made available through the Platform or standard reporting exports.

41. Business Transfer and Successors

Artist acknowledges that UBW may sell, transfer, license, or assign the Platform, its distribution relationships, its business operations, or any portion of its catalog to a successor entity, distributor, financing partner, or purchaser.

In connection with any merger, acquisition, restructuring, financing, or sale of assets, UBW may transfer Artist account information, release data, metadata, and the licenses granted under this Agreement to the successor entity without additional consent from Artist.

The successor entity shall assume UBW’s rights and obligations under this Agreement, and continued distribution of the Masters through a replacement distributor or platform shall not constitute a breach of this Agreement.

Artist agrees that such transfer does not require removal of releases or renegotiation of terms, provided Artist’s ownership and revenue share under this Agreement remain unchanged.

42. Platform Changes and Beta Features

UBW may add, modify, suspend, or discontinue any feature, functionality, or service offered through the Platform at any time, including beta, test, or early-access features, without liability.

Features identified as beta, experimental, or test features are provided for evaluation purposes only and may contain errors, interruptions, or limited functionality. UBW makes no representation that such features will become permanent.

UBW shall not be liable for any loss of data, analytics, promotional opportunities, workflow functionality, or operational reliance resulting from modification, suspension, or discontinuation of any Platform feature.

Continued use of the Platform following a change constitutes acceptance of the modified services.

43. Optional Services and Fees

UBW may offer optional services, premium features, expedited delivery, administrative services, or additional tools through the Platform for separate fees.

Any applicable fees shall be disclosed within the Platform at the time the service is requested. By requesting or using an optional service, Artist authorizes UBW to deduct the applicable fee from Artist’s account balance or charge the payment method on file.

UBW may modify, introduce, or discontinue optional services and associated fees at any time. Fees for services already requested shall not be affected by future changes.

Failure to pay applicable fees may result in delayed delivery, suspension of specific services, or withholding of related functionality, but shall not affect ownership of the Masters. UBW shall not be required to provide optional services unless payment arrangements are satisfied.

44. Account Activity and Dormant Releases

UBW may designate an account as inactive if Artist has not logged into the Platform or communicated with UBW for a continuous period of twelve (12) months.

If an account remains inactive and the releases generate minimal or no measurable activity, UBW may, upon reasonable notice to the email address associated with the account, remove releases from distribution, suspend the account, or close the account to reduce operational, reporting, or compliance risk.

UBW shall have no liability for removal of dormant releases where reasonable notice has been provided and no response is received.

Artist may request reactivation of the account subject to UBW review and any applicable reactivation requirements.

UBW may retain accounting records and continue to collect and remit accrued royalties earned prior to removal in accordance with this Agreement.

45. Legal Compliance and Government Requests

UBW may access, preserve, and disclose Artist account information, release data, payment records, communications, and related materials if UBW reasonably believes such action is required to comply with applicable law, regulation, legal process, court order, subpoena, governmental request, or payment processor requirement.

UBW may also disclose such information where necessary to investigate fraud, enforce this Agreement, respond to intellectual property claims, protect the rights or safety of UBW, its users, partners, or the public, or comply with distribution partner policies.

UBW shall not be liable for disclosures made in good faith under this Section and shall not be required to provide prior notice to Artist where prohibited by law or where UBW reasonably believes notice would compromise an investigation.

Artist agrees to reasonably cooperate with any lawful investigation or compliance request relating to the Masters or the account.

46. International Use and Local Law Compliance

The Platform is operated from the United States. Artist is responsible for complying with all local laws applicable to Artist’s use of the Platform in Artist’s jurisdiction.

To the extent any mandatory local consumer protection law applies that cannot legally be waived, such law shall apply only to the minimum extent required. All other provisions of this Agreement shall remain in full force and effect.

Artist agrees that use of the Platform constitutes initiation of services within the United States, and any payments made under this Agreement shall be deemed to originate from the United States. UBW makes no representation that the Platform is appropriate or available in all locations and may restrict access or payments in certain jurisdictions where compliance risks exist.

47. Headings and Interpretation

Section titles and headings are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement.

The words “including,” “includes,” and similar terms shall be deemed to mean “including without limitation.”

This Agreement shall not be construed against either party as the drafter. The parties acknowledge that this Agreement has been accepted voluntarily through electronic acceptance and reflects the mutual intent of the parties.

48. Reformation and Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified and enforced to the maximum extent permitted by law so as to most closely reflect the original intent of the parties.

If modification is not possible, the invalid portion shall be severed and the remaining provisions of this Agreement shall remain in full force and effect.

The parties agree that any court or arbitrator is expressly authorized to reform any unenforceable provision, including arbitration, liability limitation, or class action waiver provisions, rather than invalidate such provisions in their entirety.

49. Electronic Communications and Notice

Artist consents to receive all communications, notices, disclosures, account updates, royalty statements, claims, disputes, policy changes, and legal notices electronically.

UBW may provide notice by email to the address associated with the Artist account, by in-platform notification, or by posting on the Platform or website. Such notice shall be deemed received twenty-four (24) hours after transmission or posting, whether or not Artist actually reads or accesses the communication.

Artist is solely responsible for maintaining accurate and current contact information and for regularly reviewing account notifications and communications. Failure to review communications shall not affect the validity or effectiveness of any notice.

Electronic records, account logs, upload history, IP address activity, platform records, and payment records maintained by UBW shall be admissible as business records and shall constitute prima facie evidence of actions taken under this Agreement.

50. Reservation of Rights and Platform Policies

UBW may establish, modify, and enforce platform policies, submission guidelines, content standards, technical requirements, anti-fraud measures, payout thresholds, verification procedures, and operational rules (“Platform Policies”) as reasonably necessary to operate the Platform and maintain relationships with distribution partners, payment processors, and digital service providers.

Artist agrees to comply with all Platform Policies as a condition of continued access to the Platform and services. UBW may suspend distribution, delay releases, withhold payments, require documentation, or disable account access if Artist fails to comply with Platform Policies or if UBW reasonably believes such action is necessary to protect the Platform, its partners, or revenue collection.

UBW reserves the right to refuse service, reject submissions, limit functionality, or discontinue services to any user at its discretion where necessary to prevent legal, financial, operational, or reputational risk.

Platform Policies may be communicated through the Platform, website, or electronic notice, and continued use of the Platform after notice constitutes acceptance of such policies.

51. Survival

The following provisions shall survive expiration or termination of this Agreement for any reason: rights to collect and account for revenue accrued during the Term, payment obligations, audit rights, indemnification obligations, limitation of liability, dispute resolution and arbitration provisions, class action waiver, ownership acknowledgments, takedown processing, fraud investigations, and any provisions which by their nature are intended to survive termination.

UBW shall retain the right after termination to continue administering claims, content identification systems, fingerprinting databases, royalty collection, and accounting for all income attributable to the Masters generated prior to removal from third-party platforms.

Termination of this Agreement shall not release Artist from liability arising from acts, omissions, breaches, infringement, or misrepresentations occurring during the Term.

52. Payment Suspension and Risk Reserve

UBW may, at its sole discretion, temporarily suspend payments, delay accountings, or place a reserve on any royalties or other sums otherwise payable to Artist if UBW reasonably believes that (a) a claim, dispute, investigation, or platform inquiry may arise, (b) the Masters are subject to suspected infringement, fraudulent activity, artificial streaming, manipulation, or policy violations, (c) chargebacks, reversals, clawbacks, or platform penalties may occur, or (d) UBW’s distribution partners, payment processors, or collection agents have withheld, delayed, or questioned payments relating to the Masters.

UBW may maintain such suspension or reserve for a commercially reasonable period until the matter is resolved to UBW’s satisfaction, including the resolution of platform investigations, reporting cycles, or potential liabilities. UBW shall have no liability for any delay in payment resulting from such suspension.

UBW may apply withheld amounts to cover any actual or anticipated losses, liabilities, fees, penalties, clawbacks, refunds, or legal expenses relating to the Masters. Any remaining balance, if any, will be released to Artist after resolution.

53. Re-Delivery and Circumvention

Artist shall not, directly or indirectly, re-deliver, re-upload, license, or authorize the delivery of any Master, or any recording embodying the same performance, substantially similar audio, or derivative version of a Master, to any third party distributor, label, platform, monetization service, content identification system, or collection service for the purpose of avoiding, interfering with, or circumventing UBW’s rights or this Agreement. This prohibition applies regardless of whether the recording is modified, remixed, remastered, retitled, re-ISRC’d, pitch-shifted, time-stretched, edited, sped up, slowed, or otherwise altered in an attempt to appear as a different recording.

Artist shall not instruct any collaborator, manager, label, or third party to perform any such action on Artist’s behalf.

If Artist breaches this Section, UBW may (a) maintain claims in content identification systems, (b) continue collecting income attributable to the Master, (c) notify platforms and distributors of the conflict, and (d) offset any resulting losses, penalties, or expenses against royalties otherwise payable to Artist.

54. Tax Reporting and Withholding

Artist shall timely provide all tax documentation reasonably requested by UBW, including but not limited to IRS Form W-9, W-8BEN, W-8BEN-E, or any successor forms required for lawful payment processing.

UBW shall have no obligation to release any payments to Artist until such documentation has been received and verified. UBW may suspend payments, hold royalties, or disable withdrawals until compliant documentation is provided.

UBW may withhold taxes, backup withholding, or other amounts as required by applicable law, regulation, governmental authority, or payment processor requirements. Any amounts withheld shall be deemed paid to Artist for purposes of accounting under this Agreement.

Artist shall be solely responsible for all taxes, duties, levies, and reporting obligations arising from amounts paid or payable under this Agreement, and UBW shall have no responsibility for Artist’s tax filings or liabilities.

UBW shall not be liable for delays, failed payments, or payment processor restrictions resulting from incomplete, inaccurate, or rejected tax information provided by Artist.

55. Repeat Infringer and Account Eligibility Policy

UBW maintains a policy for terminating access to the Platform by users who are determined, in UBW’s sole discretion, to be repeat infringers or to have repeatedly violated copyright, intellectual property rights, or platform integrity requirements.

UBW may suspend, restrict, or permanently terminate any account if:

a. UBW receives multiple copyright claims, DMCA notices, or ownership disputes relating to the Artist’s content;
b. Artist repeatedly delivers content containing uncleared samples, beats, or third-party materials;
c. Artist engages in fraudulent activity, including artificial streaming, manipulation, or misrepresentation of rights; or
d. Artist attempts to circumvent UBW’s content identification, fingerprinting, or distribution controls.

Termination of an account may include removal of all releases, cancellation of pending deliveries, freezing of unpaid royalties reasonably necessary to resolve disputes, and permanent ineligibility to use the Platform.

UBW may make such determinations in its reasonable business judgment and shall have no obligation to restore accounts or content.

56. Platform Discretion and Release Approval

UBW operates a curated distribution platform and not an automatic file hosting service.

UBW reserves the unrestricted right, in its sole discretion, to approve, reject, delay, suspend, edit, or remove any release, artwork, metadata, or delivery request at any time and for any reason, including quality control, platform partner standards, legal risk, marketability, metadata accuracy, or operational capacity.

Submission of content does not guarantee delivery to any digital service provider, acceptance by any platform, editorial placement, release date, or continued availability.

UBW may hold, postpone, or refuse delivery of a release if UBW determines that:

a. the release may create legal, contractual, or reputational risk;
b. the content may violate partner or platform policies;
c. metadata or ownership information is incomplete or disputed;
d. the release may impair UBW’s distribution relationships; or
e. the release does not meet quality or technical standards.

UBW shall have no liability for missed release dates, failed premieres, lost marketing opportunities, or promotional plans made by Artist.

Artists are advised not to publicly announce release dates until confirmation of delivery by UBW.

57. Hosting Platform Protection

UBW acts solely as a technical distribution and administrative service provider for user-submitted content. UBW does not create, select, control, or endorse any content distributed through the Platform. Artist is solely responsible for all content delivered to UBW. UBW shall not be liable for any statements, materials, recordings, metadata, or conduct of any user.

58. Service Availability and Data Loss

UBW does not guarantee continuous, uninterrupted, or error-free operation of the Platform. UBW shall not be liable for outages, platform downtime, distributor outages, reporting interruptions, delayed royalties, lost analytics data, or temporary unavailability of releases caused by technical failures, third-party services, or system maintenance.

59. No Promotion Obligation Clarification

Artist acknowledges that distribution does not include marketing, promotion, playlisting, pitching, audience development, or career management. UBW makes no representation that any release will achieve streams, revenue, exposure, placement, or commercial success.

60. Accounting Records Conclusive

UBW’s royalty statements, platform reports, distributor reports, payment processor records, and internal accounting records maintained in the ordinary course of business shall constitute prima facie evidence of amounts earned and payable under this Agreement. Artist agrees that such records are presumed accurate unless Artist proves a material accounting error through an audit conducted in accordance with this Agreement.

61. User Content Responsibility

Artist acknowledges that all recordings, artwork, metadata, and materials submitted to the Platform constitute user-generated content provided solely by Artist. UBW does not create, edit, select, or control such content and acts solely as a passive technical service provider. Artist is solely responsible for the legality, accuracy, and appropriateness of all submitted content. UBW shall not be considered the publisher, speaker, or creator of any content delivered by Artist and shall have no liability arising from such content

62. Contract Interpretation and Section References

Headings, section titles, numbering, and cross-references are provided solely for convenience and organizational purposes and shall not affect the meaning, interpretation, validity, or enforceability of any provision of this Agreement. Any reference to a section includes any renumbered, relettered, or relocated version of that provision. In the event of any numbering inconsistency, typographical error, or cross-reference error, the substantive provision shall control and shall be interpreted to give full effect to the intent of the parties.

63. Legal Compliance and Emergency Removal

UBW may immediately suspend distribution, remove any Master, disable monetization, or restrict access to content without prior notice where UBW reasonably believes such action is necessary to comply with a legal demand, cease and desist notice, settlement discussion, contractual conflict, platform directive, copyright dispute, ownership claim, or to prevent potential legal liability.

UBW shall have no liability for damages, lost revenue, or lost opportunities resulting from such removal or suspension undertaken in good faith. UBW may maintain revenue holds and content identification claims while the matter is investigated or resolved.

Artist agrees to cooperate with any legal or contractual resolution and to provide documentation reasonably requested by UBW relating to ownership, clearances, or authority to distribute the Masters.