Monetunes

    TERMS OF SERVICE

    User Agreement

    This Exclusive Publishing Royalty Recovery Agreement (the “Agreement”) is entered into by and between Monetunes, a service provided by DAWN2DARK LTD located at 7 Bell Yard, London, United Kingdom, WC2A 2JR (the “Rights Administrator”), and the user who wants to benefit of Monetunes’ services (the “Writer”). The Rights Administrator and the Writer are referred to individually as a “Party” and collectively as the “Parties.”

    WHEREAS, the Writer solely owns and controls the publishing rights (including, without limitation, the copyrights) in certain songs listed on the separate sheet provided by the Writer and any other songs subsequently submitted by the Writer to the Rights Administrator (the “Works”); and

    WHEREAS, the Rights Administrator is in the business of assisting songwriters in exploiting and collecting publishing royalties in connection with their songs; and

    WHEREAS, the Writer and the Rights Administrator desire to work together, whereby the Rights Administrator will assist the Writer with the exploitation and royalty collection in connection with the Works;

    WHEREAS, the Writer represents and warrants that they have a direct interest in the performing rights or a share in the income generated from the exploitation of the Works.

    NOW, THEREFORE, in consideration of the mutual covenants herein set forth, the Parties agree as follows:

    1. Rights Administration Rights

    The Writer retains full ownership of the copyrights in the Works and all moral rights. For the Works the Writer registers with the Rights Administrator, the Writer appoints the Rights Administrator, on an exclusive basis and for the Term only (defined below), as administrator to collect royalties worldwide (the “Territory”). This administration covers performance, mechanical, and synchronization rights and does not transfer any ownership of the Works. During the Term, the Rights Administrator may:

    • a. Act as the exclusive administrator of the registered Works throughout the Territory;
    • b. Register the Works with the relevant performance and mechanical collection societies (for example, PRS for Music, MCPS, and their international equivalents where the Works have been exploited);
    • c. Where the Writer expressly opts in, register eligible sound recordings for neighboring-rights collection with bodies such as PPL. Neighboring- rights administration is not included by default and is never activated without the Writer’s opt-in;
    • d. Collect and receive all Gross Revenue (defined below) derived from the Works for the activities described in this Section, but only to the extent of the “Publisher’s Share” of such revenues as applicable.

    2. Rights Administrator Services

    The Rights Administrator shall administer the Works and will, as applicable:

    a. The Rights Administrator shall promptly register the Works with all relevant and appropriate Performing Rights Organizations and/or Mechanical societies within the UK and such other countries of the Territory in respect of which the Rights Administrator is aware that the Works have been exploited, and shall use reasonable endeavors to collect all monies arising in respect of exploitation of the Works in the Territory during the Term, and shall use reasonable endeavors to carry out all other services and duties customarily provided by a music publishing administrator. For the avoidance of doubt, the Rights Administrator will not be able to start collecting monies on the Writer’s behalf unless and until the acceptance of the registration of the Writer’s interest in the Works by all relevant performance rights organizations and other licensing agencies.

    b. Use commercially reasonable efforts to collect all royalties and/or fees due for print, mechanical, synchronization, DPD, and/or electronic transcription licenses for the use of the Works. More specifically, with the Writer’s prior approval:

    1. To make or cause to be made, and to license others to make phonograph records, master recordings, digital downloads (including so-called limited, conditional or “tethered” downloads), streams (on an interactive or non-interactive basis), podcasts, ringtones, transcriptions, soundtracks, pressings and any other mechanical, physical, digital or other reproductions of the Works, in whole or in part, including without limitation, the right to grant licenses to third parties authorizing so-called “sampling” and/or interpolation of the Works and to use, manufacture, advertise, license, sell, or otherwise exploit such reproductions for any and all purposes and any and all media, including, without limitation, private and public performances, radio broadcast, television, sound motion pictures, wired radio, phonograph records, streaming services, karaoke services, jukebox services, background music services and any and all other means and devices, whether now known or hereafter conceived or developed.
    2. To grant, administer and collect under so-called blanket audio-visual licenses, including “micro sync” licenses as that term is understood in the U.S. music publishing industry, and blanket audio-only licenses (collectively, “Blanket Licenses”). Blanket Licenses include, by way of example and not limitation, licenses for use of Works (or portions thereof, including lyrics or metadata) in videos, “art tracks,” on-site advertising and other audio-visual content on social media platforms, within user-generated videos, slideshows, presentations and similar multimedia projects, in software apps or digital environments and/or experiences, and on video sites and services such as YouTube, TikTok, Snapchat, Facebook, Instagram, as well as digital fitness programs and Web3 platforms. Monetunes’ rights with respect to Blanket Licenses also include, without limitation, the rights to synchronize the Works in timed relation with audiovisual content available on such services and to create derivative works of the Works through features made available by such platforms. Unless you affirmatively opt-out of our services with respect to YouTube and Sync placement, which such opt-out may be available on a songwriter-by-songwriter basis, Monetunes’ rights include the right to license your Works on YouTube and to identify, “claim” and “monetize” videos on the platform containing your Works by allowing the display of advertising.
    3. To print, publish, sell and multiply, and to authorize others to print, publish, sell and multiply, copies of the Works, in all forms, including, without limitation, sheet music, orchestrations, arrangements and other editions of the Works, separately or together with other musical Works, including, without limitation, in song folios, compilations, song books, mixed folios, personality folios and lyric magazines, with or without music.
    4. The Rights Administrator shall administer the Works, ensuring that at least one of the Works is licensed for public performance through a performing rights organization such as PRS, covering rights for uses including broadcasting, live performance, or other public performances.

    3. Limitations

    The Rights Administrator will not be responsible for promoting, pitching, or soliciting uses of the Works, or otherwise exploiting the Works, aside from as explicitly stated herein. The Rights Administrator’s primary role is to identify and collect unclaimed royalties that may be due to the songwriter for past uses of the Works, ensuring that all entitled earnings are recovered.

    4. Term

    The “Term” of this Agreement shall begin upon the signing of this Agreement and shall last for an initial period of twelve (12) months (the “Initial Term”), starting from the first payment issued to the Writer. After the Initial Term, this Agreement shall continue on a month-to-month basis until terminated, and the Writer may terminate it at any time, effective immediately, upon written notice to the Rights Administrator. The Rights Administrator may likewise terminate this Agreement upon written notice to the Writer.

    5. Schedule of Payments

    The Rights Administrator shall calculate royalties on a monthly basis. Royalties will be made available to the Writer within thirty (30) days following the end of each calendar month during the Term. However, any royalties due to the Writer that total less than Fifty Euros (€50.00) will be held by the Rights Administrator until the cumulative amount reaches Fifty Euros (€50.00) or more.

    All royalty payments made to the Writer shall be itemized and accompanied by a statement detailing the sources of revenue (e.g., PRS for Music, MCPS, sync licenses, and, where the Writer has opted in, neighboring-rights sources such as PPL), deductions, and final amounts allocated to the Writer. The Rights Administrator shall ensure the availability of statements in a digital format upon request by the Writer.

    6. Deliverables

    Upon execution of this Agreement, the Writer shall provide the Rights Administrator with the following deliverables through the designated platform:

    • a. A digital audio recording of the Works (if requested by the Rights Administrator);
    • b. Complete and accurate writer information, including the names and percentages of authorship of all co-writers;
    • c. A signed Letter of Direction granting the Rights Administrator the right to collect royalties from third-party royalty collection agencies and societies pursuant to this Agreement (Annex 1);
    • d. With respect to musical compositions containing cleared samples, sample clearance agreements for any third-party copyright used;
    • e. The Writer shall provide complete identification details for each Work, including the names and authorship or co-authorship information for all contributors involved. This documentation will be required for catalog registration and accurate royalty distribution.

    The Writer shall perform all of the above actions on the Rights Administrator’s platform, which is designed to facilitate song registration and other necessary tasks. If the Writer fails to deliver the foregoing to the Rights Administrator, the Rights Administrator shall have the right, upon written notice to the Writer, to suspend the current contract period of this Agreement.

    7. Exclusivity

    During the Term, the Writer shall not furnish or convey any of the Works registered with the Rights Administrator, nor participate in any manner with regard to the same, for or to any party other than the Rights Administrator without the Rights Administrator’s written consent.

    The exclusivity granted herein shall be limited solely to the administration and collection of royalties for the Works, both current and future, registered by the Writer with the Rights Administrator. The Writer retains all moral rights, including the right to attribution and integrity, as well as the exclusive right to license, exploit, or administer the Works with other parties for purposes beyond royalty collection. The Rights Administrator shall not use the Writer’s name, likeness, or the Works for promotional or marketing purposes without the Writer’s prior written consent.

    For avoidance of doubt, exclusivity applies only to the musical compositions registered with the Rights Administrator. The Writer can choose which musical compositions they want the Rights Administrator to represent in the Agreement.

    8. Right of Publicity

    The Rights Administrator shall have the right, both during and after the term of this Agreement, to use the Writer’s name (including any professional name adopted by the Writer), biography, photograph, likeness, persona, autograph, and other publicity rights strictly in the following instances:

    • a. Mentioning the Writer on the Rights Administrator’s website;
    • b. Featuring the Writer on the Rights Administrator’s social media accounts;
    • c. Including the Writer in future press releases related to the Rights Administrator or the Works.

    For any use beyond these specified instances, the Rights Administrator agrees to seek prior written approval from the Writer before publicizing their name, likeness, or persona. The Writer shall submit any publicity-related material within fifteen (15) days of any request by the Rights Administrator and shall be reasonably available to assist in the creation of any further requested material. The Rights Administrator shall credit the Writer in the liner notes, metadata, and other locations where credit is routinely given to writers.

    9. Data Protection and Confidentiality

    The Rights Administrator agrees to comply with all applicable data protection laws, including but not limited to the United Kingdom General Data Protection Regulation (UK GDPR), when handling personal data related to the Writer. All data, financial information, and other confidential information related to the Works and the Writer shall be used solely for the purposes outlined in this Agreement and shall not be disclosed to any third party without prior written consent, except as required by law or for necessary royalty collection activities.

    10. Representations and Warranties

    The Writer warrants, represents, and agrees as follows:

    • a. The Writer has the full right, power, and authority to enter into and perform this Agreement and to grant to and vest in the Rights Administrator all rights herein set forth, free and clear of any and all claims, rights, and obligations;
    • b. All Works, including titles, lyrics, and music, delivered by the Writer are original to the Writer;
    • c. None of the Works shall infringe upon any other material or violate any statutory rights of any party, including copyrights and rights of privacy;
    • d. The Writer has not sold, assigned, leased, licensed, or otherwise disposed of or encumbered any Work, in whole or in part, or any rights granted to the Rights Administrator, nor shall the Writer do so except under the terms of this Agreement;
    • e. The Writer represents and warrants that they hold the necessary interest in the performing rights of the Works and that such interest or share in income derived from the Works may be assigned or registered with performing rights organizations, including but not limited to BMI, PRS for Music and other collection societies, in order to facilitate royalty collection. The Writer agrees to cooperate with Monetunes as required to complete such assignments or registrations;
    • f. The Writer affirms their intention to engage in, or continue to engage in, a bona fide publishing business regarding the Works. The Writer will reasonably attempt to exploit the Works, including through promotion and licensing efforts, in a manner that benefits all rights holders and maximizes revenue opportunities. The Writer agrees to cooperate with Monetunes in any required actions that support these efforts and aid in effective royalty collection.

    11. Power of Attorney

    • a. For the Term only, the Writer grants the Rights Administrator a limited power of attorney, solely to register the Works with collection societies and to sign the documents reasonably necessary to collect the royalties administered under this Agreement. This power does not transfer any ownership of the Works and may not be used for any other purpose.
    • b. To avoid delays in collection, if the Writer does not respond within thirty (30) days to a routine request relating to the registration of the Works, the Rights Administrator may proceed with standard society registration. This does not apply to synchronization licensing or to any other use that requires the Writer’s approval, which always requires the Writer’s affirmative consent.
    • c. The right, but not the obligation, to enter into blanket, group or class suits and settlements (e.g., MPA settlements) for the recovery of royalties presented and endorsed by advocacy groups on the Writer’s behalf and in connection with the Works. Monetary recoveries from such settlements shall be allocated by the Rights Administrator, after first deducting the Rights Administrator’s related industry dues and any out-of-pocket expenses incurred by the Rights Administrator in obtaining said monies, including reasonable legal fees and expenses.

    The exclusivity granted to the Rights Administrator is limited solely to the administration and collection of royalties for the Works, both current and future. The Writer retains all other rights and interests in the Works, including, but not limited to, the exclusive right to license, exploit, or administer the Works through any other means or with any other third parties, without restriction. The Writer also retains all moral rights; namely, the right of attribution, the right to have a work published anonymously or pseudonymously, and the right to the integrity of the work. The Rights Administrator shall have no right to use the Writer or the Works for any promotional or marketing purposes without the Writer’s prior written consent.

    12. Territory

    This Agreement is valid and enforceable worldwide, covering all territories, without limitation. The rights and obligations granted under this Agreement shall apply to the exploitation, administration, and collection of royalties for the Works in every country and region globally.

    13. Compensation

    Provided that the Writer performs the terms of this Agreement, the Rights Administrator shall pay the Writer the following compensation based on the Works:

    1. Eighty-five percent (85%) of the gross receipts received by the Rights Administrator from the exploitation of the Works throughout the world. The Rights Administrator bears its own costs of collection, including any third-party collection fees, out of its fifteen percent (15%) share. No expenses or advances will be deducted from the Writer’s share unless the Writer has approved them in advance and in writing.
    2. For any synchronization (sync) opportunities that the Rights Administrator secures for the Writer, the Rights Administrator shall retain a twenty-five percent (25%) share of the net revenues generated from each sync placement.

    The Writer may request payment of their available balance at any time from their Monetunes dashboard, and the Rights Administrator shall make payments via PayPal, direct deposit, or cryptocurrency (XRP) within ten (10) business days of the request. It is the Writer’s responsibility to ensure proper setup and provide correct account information.

    After the Writer has received their royalties from the Rights Administrator, it is at the Writer’s sole discretion how to divide the income among any co-writers if the Writer has opted-in for collecting on behalf of other writers. The Rights Administrator strongly recommends that writers enter into a written agreement to set out the percentage split of royalties each co-writer is entitled to receive. The Rights Administrator shall supply a template Writers Split Agreement following signature hereof.

    Royalties received or credited to the Rights Administrator’s account arising outside of the United Kingdom shall be computed in the national currency in which the Rights Administrator is paid by its licensees, credited to the Writer’s royalty account hereunder at the same exchange rate as the Rights Administrator is paid, and proportionately subject to any transfer or comparable taxes which may be imposed upon the Rights Administrator’s receipts. The Rights Administrator agrees to lend the Writer all reasonable assistance to enable recovery (if possible) of any sums withheld from royalties payable to the Writer.

    The Rights Administrator shall maintain full and accurate books and records relating to the exploitation of the Works. The Writer shall have the right to engage a chartered accountant to inspect the Rights Administrator’s books and records relating to exploitation of the Works no more than once per calendar year at the Rights Administrator’s place of business upon not less than thirty (30) days’ prior written notice.

    In the event that after expiry or termination of the Term, the Rights Administrator receives fees and/or royalties derived from the use or exploitation of the Works, the Rights Administrator shall promptly pay all such monies to the Writer, subject to deduction of a handling fee of five percent (5%).

    The Writer is entitled to receive a Publisher Share of royalties collected on the Works. This share will be calculated in accordance with the agreed-upon royalty split outlined in this agreement, ensuring alignment with industry-standard practices.

    14. Indemnification

    The Writer agrees to indemnify, defend, and hold harmless the Rights Administrator, its affiliates, employees, officers, and agents from and against any and all claims, liabilities, costs, losses, damages, or expenses (including attorneys’ fees) arising out of a breach or alleged breach by the Writer of any of their representations, warranties, or agreements in this Agreement.

    The Writer acknowledges that any exploitation of the Works is speculative and that the Rights Administrator cannot guarantee that the Works will be exploited at all or that any earnings will be generated or earned hereunder. The Writer waives all claims and warrants, represents and agrees that the Writer will not make any claim, nor will any liability be imposed upon the Rights Administrator based upon a claim, that more earnings could have been generated or better business achieved than that which was actually generated or achieved by the Rights Administrator and/or its licensees.

    The Rights Administrator shall maintain complete and accurate books and records relating to the Works. The Writer shall have the right to engage a qualified auditor to inspect the Rights Administrator’s records relating to the Works once per calendar year upon providing at least thirty (30) days’ written notice. If any discrepancies of more than five percent (5%) of the royalties due to the Writer are found, the Rights Administrator shall cover all reasonable audit costs. Furthermore, the Writer’s right to audit shall survive for a period of three (3) years following the termination of this Agreement.

    15. Remedies

    Neither party will be deemed in breach unless the other party gives written notice of such breach and the notified party fails to cure the breach (if capable of remedy) within twenty-eight (28) days after receiving notice; provided, that if the alleged breach does not involve a payment of money and is of such a nature that it cannot be completely cured within twenty-eight (28) days, the notified party will not be deemed to be in breach if the notified party commences the curing of the alleged breach within such thirty-day period and proceeds to complete the curing thereof with due diligence within a reasonable time thereafter. All payments required to be made by the Rights Administrator hereunder shall be subject to any rights and/or remedies which may otherwise be available to the Rights Administrator in the event of a breach of this Agreement on the Writer’s part not cured in the manner prescribed above, and to any withholding which may be required by the rules and regulations of any taxing jurisdiction having authority.

    16. Termination

    Upon the expiration or termination of this Agreement, all rights and interests in the Works granted to the Rights Administrator shall revert to the Writer. The Rights Administrator shall, within thirty (30) days of termination, notify all collection societies and third-party licensees of the reversion. Additionally, the Rights Administrator shall promptly provide the Writer with a full and final statement of royalties due within six (6) months following termination, and may, for up to twelve (12) months after termination, continue to collect and account for royalties that accrued during the Term, less a handling fee of five percent (5%) on those post-Term collections.

    17. Miscellaneous

    • a. Assignment: The Rights Administrator shall not have the right to assign this Agreement to any third party without the prior written consent of the Writer, and the Writer shall not have the right to assign this Agreement without the prior written consent of the Rights Administrator.
    • b. Force Majeure: If either Party is unable to perform its obligations under this Agreement due to events beyond its control, such as acts of God, war, labor disputes, government actions, or other similar causes, the affected Party’s obligations shall be suspended for the duration of such events. Should the event continue for a period of six (6) months or more, either Party may terminate this Agreement with thirty (30) days’ written notice to the other Party.
    • c. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflicts of law principles. Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.
    • d. Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes any prior agreements or understandings, whether written or oral, relating to the subject matter herein.
    • e. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
    • f. Waiver: The failure of either Party to enforce any provision of this Agreement shall not be deemed a waiver of such provision or of the right to enforce it at a later time.
    • g. Notices: Any notice required under this Agreement shall be in writing and shall be delivered personally, sent by registered mail, or emailed to the other Party at the address listed above.

    Notwithstanding all of the above, the parties hereby agree to the terms of this Agreement by accepting the terms and conditions of Monetunes.