Welcome to HIGHVIBES!

This Terms of Service, Artiste Distribution, Publishing and AI Licensing Agreement (“Agreement”) is a legally binding contract between HIGHVIBES DIGITAL LTD, together with its licensors, affiliates and content providers (collectively, “HIGHVIBES,” “We,” “Us” or “Our”), and You, whether acting as an individual or as the authorized representative of another person or entity (collectively, “You,” “User” or “Your”).

We provide websites, software and other digital services, including digital distribution, publishing, royalty administration, artificial-intelligence licensing and downloads (collectively, the “Services”), through the HIGHVIBES Digital Platform. Your use of Our site and Services, including any document incorporated by reference, creates a legally binding contract between You and Us.

BY ACCESSING OR USING THE SERVICES, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO THIS AGREEMENT. IF YOU ENTER INTO THIS AGREEMENT ON BEHALF OF ANOTHER PERSON OR ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THAT PERSON OR ENTITY.

BY DIGITALLY SELECTING OR APPROVING THE TERMS AND CONDITIONS CHECKBOX, YOU ELECTRONICALLY SIGN AND ACCEPT THIS AGREEMENT. YOUR ACCEPTANCE ALSO CONSTITUTES YOUR ELECTRONIC SIGNATURE TO, AND ISSUANCE OF, THE ROYALTY COLLECTION MANDATE AND STANDING LETTER OF DIRECTION IN SECTION 5. YOUR SEPARATE AFFIRMATIVE SELECTION OR ENABLEMENT OF THE AI LICENSING SERVICE CONSTITUTES YOUR EXPRESS ACCEPTANCE OF THE DIRECT LICENCE, APPOINTMENT AND AI LICENSING MANDATE IN SECTION 6. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, DO NOT USE THE SERVICES.

1. DEFINITIONS

The following capitalized terms have the meanings stated below:

“Authorized Artwork” means album-cover artwork and any other artwork relating to Your Authorized Content that You provide to Us. Unless You give Us written notice to the contrary, all such artwork is deemed properly cleared and/or licensed by You for all purposes contemplated by this Agreement.

“Authorized Territory” means the universe, or any more limited territories selected by You during registration or submission of the applicable Authorized Content.

“Authorized Content” means sound recordings and underlying musical compositions that You designate for digital distribution or administration by Us. The sound recordings and musical compositions must be owned or controlled by You, or properly cleared by You, for all purposes and rights granted under this Agreement.

“AI-Eligible Content” means only Authorized Content affirmatively enrolled in the AI Licensing Service and approved by HIGHVIBES for which You own or control one hundred percent (100%) of the rights required for the applicable AI Training Uses in both: (i) the Digital Master; and (ii) the complete underlying musical composition, including music and lyrics, throughout the applicable territory. AI-Eligible Content also requires all necessary permissions from co-authors, publishers, producers, featured and non-featured performers, session musicians, sample and interpolation owners, beat licensors and any other rights holder. Content involving a third-party interest is excluded unless HIGHVIBES confirms in writing that every required authorization has been documented and accepted. Authorized Artwork is excluded unless HIGHVIBES expressly approves it for the AI Licensing Service.

“AI Licensee” means an artificial-intelligence developer, data laboratory, model provider, technology company, research organization or other person to whom HIGHVIBES grants rights in AI-Eligible Content, together with that person’s authorized affiliates, contractors, hosting providers and technical service providers acting within the applicable licence.

“AI Licensing Schedule” means the commercial terms for the AI Licensing Service, including the applicable HIGHVIBES commission or revenue share, accounting rules and any content-specific restrictions, as separately accepted by You through Your account, subscription plan, deal memo or written agreement. No content will be activated for the AI Licensing Service until the applicable AI Licensing Schedule has been affirmatively accepted.

“AI Training Uses” means the secure reproduction, adaptation, transformation, storage, hosting, ingestion, digitization, transcoding, segmentation, annotation, labeling, tokenization, vectorization, feature extraction, fingerprinting, creation of embeddings, computational analysis and combination of AI-Eligible Content for training, pre-training, fine-tuning, grounding, evaluation, testing, validation, benchmarking, safety testing and improvement of machine-learning or artificial-intelligence systems, and the commercial development, deployment and use of resulting models, model weights, embeddings and related technology, by means now known or later developed. AI Training Uses do not include public distribution or streaming of source files, the deliberate generation of substantially similar or substitutive copies, or a digital replica of an identifiable person’s voice or likeness unless separately and expressly authorized in writing.

“Collection Entities” means the following designated royalty administrators, collection agents and payees: (i) COMPOSITIONS OF HIGHVIBES DIGITAL LLC; and (ii) WRITERSHAREAI, together with their respective lawful successors. If either designation is a trading name, “Collection Entity” means the legal entity owning or operating that trading name, as identified in the applicable collection mandate, payment instruction or Collection Notice.

“Collection Sources” means digital service providers, distributors, licensees, AI Licensees, artificial-intelligence developers, data laboratories, publishers, sub-publishers, performance-rights organizations, collective-management organizations, mechanical-rights organizations, neighbouring-rights societies, music-licensing companies, broadcasters, user-generated-content platforms, social-media platforms, audiovisual platforms, collection societies and any other person or organization responsible for accounting for or paying Covered Royalties.

“Copyright Management Information” means digital information concerning a Digital Master, including Your name, the applicable album and track titles, contributor information and record-company name.

“Covered Royalties” means all royalties, revenues, licence fees, remuneration, settlements and other income payable to You in connection with Your Authorized Content and the rights included in the Services You select. Covered Royalties may include sound-recording, distribution, mechanical, public-performance, neighbouring-rights, synchronization, micro-synchronization, digital, audiovisual, user-generated-content, social-media, private-copying, and AI-licensing income described in Section 6 and the applicable AI Licensing Schedule, but only to the extent that: (a) You own or control the applicable rights; (b) those rights are submitted to or enrolled in the relevant HIGHVIBES Service; and (c) applicable law and the rules of the relevant Collection Source permit the income to be paid to a designated administrator or collection agent. Covered Royalties exclude rights You do not own or control, rights excluded from the Services You select, and income subject to a valid pre-existing third-party assignment or collection mandate disclosed to and accepted by HIGHVIBES.

“Digital Master or Digital Masters” means a digital copy or digital copies of Your Authorized Content.

“Effective Date” means the date on which You first accept this Agreement or first use the Services, whichever occurs first.

2. MODIFICATION OF TERMS

• All features, content and prices for Services described or displayed on Our Platform may change from time to time.
• We may change, modify or otherwise revise this Agreement. You should review the Terms regularly to remain informed of changes.
• Posting revised Terms on or within the HIGHVIBES Digital Platform constitutes notice of those revisions, except where applicable law or this Agreement requires additional notice or affirmative acceptance.
• Your continued use of the HIGHVIBES Digital Platform after revised Terms are posted, or Your explicit acceptance of revised Terms when logging into the Platform, constitutes acceptance of the revisions.
• Where a revision materially expands the royalty-collection mandate, adds a new designated Collection Entity, materially expands the categories of rights covered by Section 5, or creates or materially expands any AI Training Use under Section 6, We will require Your specific affirmative acceptance before applying that expanded authority to Your existing account. Continued use of unrelated Services alone will not constitute acceptance of a new or expanded AI licensing mandate.

3. ELIGIBILITY AND REGISTRATION OBLIGATIONS

By registering, You acknowledge and certify that You are eligible for an account and that the information provided during registration is accurate and not misleading. Accounts may be obtained and used only by: (i) individuals who are at least eighteen (18) years old or have reached the higher legal age in their country of residence; (ii) individuals below the applicable legal age whose registration has been authorized by a parent or legal guardian; or (iii) individuals who have authority to act for an organization or entity in connection with the HIGHVIBES Digital Platform.

Upon registering for an account, You agree that:

• You will provide accurate and current registration information and keep Your account details accurate.
• Your account is for Your authorized use. You will not create multiple accounts for the same purpose or transfer Your account without Our approval.
• You are responsible for maintaining the confidentiality and security of Your username, password and other login credentials. You must not permit an unauthorized third party to use Your account.
• You must promptly notify Us of unauthorized account use. You remain responsible for activities conducted through Your account, subject to applicable law.

4. GRANT OF RIGHTS AND AUTHORIZATION

You appoint Us as Your authorized representative for the sale and distribution of Your Authorized Content. Although Your general relationship with HIGHVIBES for selling music is non-exclusive, the specific digital-distribution rights granted for particular Authorized Content and particular DSPs are exclusive while that content is delivered to those DSPs through Us, because online retailers generally do not accept the same content from multiple distributors.

Accordingly, during the Term and throughout the Authorized Territory, You grant Us the exclusive right, and each of Our partners (each, a “Partner”) the non-exclusive right, to:

• Reproduce, distribute and otherwise use Your Digital Masters on digital streaming platforms and collect the royalties and revenues generated by that distribution.
• Perform and make available portions of Your Authorized Content (“Clips”) by streaming, for promotional purposes and without additional remuneration, to promote the licence, sale and distribution of the Digital Masters.
• Promote, sell, distribute and deliver Digital Masters, as individual tracks or albums, together with associated metadata, to purchasers and resellers that may use the Digital Masters in accordance with usage rules approved by Us.
• Use and authorize others to license the use and sale of Your Authorized Content in connection with phone and mobile services, including downloads, ringtones and ring-back tones.
• Use and authorize others to distribute copies of a Digital Master as conditional downloads, whether tethered to a device, time-limited, play-limited or otherwise restricted.
• Stream and authorize others to stream Your Authorized Content, either on demand or as part of an internet-radio service.
• Use and distribute Copyright Management Information embodied in a Digital Master.
• Display, electronically fulfil and deliver Authorized Artwork used with Your Authorized Content for personal use, solely in conjunction with the applicable Digital Master.
• Use Your Authorized Content, Authorized Artwork and metadata as reasonably necessary or desirable to exercise Our rights under this Agreement.
• Manage rights in Your music through YouTube Content ID, including uploading Your audio to YouTube’s systems, scanning for videos containing Your music, placing advertising on videos that use Your music, promoting and licensing Your music through Our integrated MCN network, and granting whitelisting permissions to channels within that network.
• Authorize Our Partners to perform any one or more of the activities described in this Section 4.
• Use, reproduce and distribute Your content and any permitted derivative materials worldwide in connection with Our business, including promotional activities and merchandising, and authorize others to do the same, other than AI Training Uses, which are governed exclusively by Section 6. We may use the name You submit with the content. Except as provided in Section 6, this licence is revocable upon removal or deletion of the applicable content or deactivation of Your account. You may also terminate the licence for specific content by written notice, after which We will process termination within a reasonable time but may retain archival or compliance copies on Our servers.
• Exclusively distribute Your Authorized Content to Our current and future Partners in accordance with the distribution options You select, for as long as You use Us to deliver that content to those Partners. This exclusivity prevents duplicate delivery of the same content to the same Partner and does not prevent You from using other services for rights or platforms not entrusted to Us.

5. ROYALTY COLLECTION MANDATE, APPOINTMENT OF COLLECTION ENTITIES AND STANDING LETTER OF DIRECTION

5.1 Appointment

By accepting this Agreement and selecting or using a Service involving royalty administration or collection, You appoint HIGHVIBES, during the Term, as Your authorized and, where required for the relevant Service, exclusive administrator and collection representative for the applicable Covered Royalties. This appointment is limited to the Authorized Content, rights, territories and Services covered by this Agreement.

5.2 Appointment and Powers of the Collection Entities

You expressly authorize HIGHVIBES to appoint and use either or both Collection Entities as its royalty-collection agent, sub-administrator, designated payee or administrative service provider. Acting for HIGHVIBES and for Your account, the Collection Entities may:

• register and claim Your Authorized Content;
• submit and correct ownership, contributor, repertoire and payment information;
• issue invoices and payment claims;
• administer licences permitted under the Services You select;
• receive, reconcile and process Covered Royalties;
• investigate unmatched, unidentified, delayed or incorrectly allocated royalties;
• communicate with Collection Sources regarding registrations, claims, conflicts and payments; and
• perform other reasonable administrative activities necessary to collect Covered Royalties.

HIGHVIBES remains responsible to You for accounting for royalties received through a Collection Entity in accordance with this Agreement.

5.3 Standing Letter of Direction

NOTICE TO ALL COLLECTION SOURCES

You hereby request, authorize, instruct and direct every Collection Source holding or accounting for Covered Royalties otherwise payable to You to recognize HIGHVIBES and the Collection Entities as Your authorized royalty administrators and collection representatives.

You further direct each Collection Source to pay and remit the applicable Covered Royalties to HIGHVIBES or to either Collection Entity designated by HIGHVIBES in the applicable registration, mandate, invoice, claim, payment instruction or Collection Notice.

This Section constitutes Your continuing and standing Letter of Direction and payment authorization. Your electronic acceptance of this Agreement constitutes Your electronic signature to that Letter of Direction. HIGHVIBES and the Collection Entities may provide a copy or certified extract of this Agreement to a Collection Source as evidence of Your authorization.

Payment by a Collection Source to HIGHVIBES or a designated Collection Entity constitutes valid payment and discharges that Collection Source’s payment obligation to You to the extent of the amount paid.

5.4 Supporting Documents and Limited Administrative Authority

You authorize HIGHVIBES, acting solely as Your limited administrative representative, to complete and submit royalty registrations, collection mandates, Letters of Direction, claims, payee instructions and other routine administrative documents necessary to implement this Section, where the applicable Collection Source permits an administrator or agent to do so.

This limited authority does not authorize HIGHVIBES or a Collection Entity to:

• transfer ownership of Your copyright;
• change Your ownership percentage or royalty entitlement;
• settle a material ownership dispute without Your approval; or
• grant rights outside the Services You select.

If a Collection Source requires its own form, signature, identification document, tax form or additional mandate, You agree to provide or execute the required documentation promptly.

5.5 Accounting and Fees

Covered Royalties collected by a Collection Entity are deemed collected on Your behalf only after the applicable funds have been received and cleared. Amounts will be reported and credited to Your HIGHVIBES account, subject to the fees, commissions, revenue shares, taxes, withholding, refunds, chargebacks, recoupment obligations and other deductions expressly applicable under this Agreement, Your subscription plan or a separate written agreement. Use of a Collection Entity does not, by itself, create an additional commission or alter Your agreed royalty share.

5.6 Duration and Revocation

This collection mandate and Letter of Direction remain effective throughout the Term and are irrevocable during the Term to the extent permitted by applicable law, without limiting Your right to terminate this Agreement in accordance with its provisions.

Following termination, HIGHVIBES and the Collection Entities may continue for twelve (12) months to collect Covered Royalties earned, accrued, licensed or generated during the Term but not received before termination. Collection Sources may rely on this Letter of Direction until they receive written notice from HIGHVIBES withdrawing or replacing the applicable payment instruction. HIGHVIBES is not responsible for reasonable processing delays by Collection Sources.

5.7 Ownership

The appointments, collection mandate and Letter of Direction in this Section are for administration and collection purposes only. Except where separately agreed in writing, ownership of Your copyrights remains with You.

5.8 Your Warranties Concerning Collection Authority

You represent and warrant that:

• You own or control the rights submitted to the applicable Service;
• You have authority to issue this collection mandate and Letter of Direction;
• the mandate does not conflict with an existing publisher, administrator, distributor, collection society, lender, assignee or other third party; and
• You will promptly disclose any conflicting assignment, mandate, lien, security interest or payment direction.

5.9 Information Sharing

You authorize HIGHVIBES to provide the Collection Entities and Collection Sources with information reasonably necessary to perform the Services, including Your identity and verification information, contact details, contributor information, ownership splits, IPI/CAE numbers, ISRCs, UPCs, repertoire metadata, payment details and tax documentation supplied by You. Such information will be handled in accordance with applicable data-protection laws and the HIGHVIBES Privacy Policy.

6. AI TRAINING AND COMMERCIAL DATA LICENSING MANDATE

6.1 Enrollment and Express Acceptance

This Section applies only after You affirmatively select, enable or otherwise expressly accept the AI Licensing Service and the applicable AI Licensing Schedule. That acceptance is Your express contractual authorization for HIGHVIBES to exercise the rights in this Section. For an existing account, continued use of distribution, publishing or another unrelated Service alone does not activate this Section.

IMPORTANT: AFTER ENROLLMENT, HIGHVIBES MAY NEGOTIATE, ENTER INTO AND ADMINISTER AI TRAINING LICENCES FOR AI-ELIGIBLE CONTENT WITHOUT REQUESTING TRANSACTION-BY-TRANSACTION OR WORK-BY-WORK APPROVAL FROM YOU.

Once the AI Licensing Service is activated, this mandate applies to each item of AI-Eligible Content submitted to or controlled by HIGHVIBES under the applicable account, publishing arrangement or deal memo, unless HIGHVIBES confirms a specific exclusion in writing before that item is committed to an AI Licensee.

6.2 Exclusive Administration and Direct Licence

During the AI Term described in Section 6.8, You appoint HIGHVIBES as Your exclusive licensing administrator and commercial representative for AI Training Uses of AI-Eligible Content. Independently of that appointment, You grant HIGHVIBES a direct, worldwide, royalty-bearing, non-exclusive, sublicensable licence to reproduce, prepare and deliver AI-Eligible Content and to authorize AI Licensees to carry out AI Training Uses. HIGHVIBES may exercise and grant these rights in its own name as licensee and sublicensor, or in a disclosed or undisclosed agency or administrative capacity, as the applicable transaction requires.

HIGHVIBES may appoint its affiliates and the Collection Entities as sub-administrators, data-preparation providers, licensing agents, sublicensors or collection agents for the AI Licensing Service, provided HIGHVIBES remains responsible to You for accounting for amounts actually received under the applicable AI Licensing Schedule.

The foregoing appointment is exclusive only as to the administration and commercial licensing of the enrolled AI Training Uses. Ownership of the underlying copyrights remains with You, and this Section does not constitute an assignment or sale of copyright. During the AI Term, You will not appoint another person to license the same AI Training Uses or grant a right that conflicts with an existing or pending HIGHVIBES AI licence.

6.3 Authority to Negotiate and Contract Without Further Clearance

Subject to this Section and the applicable AI Licensing Schedule, You authorize HIGHVIBES, in its commercially reasonable discretion, to:

• identify and approach prospective AI Licensees and negotiate licence scope, field of use, territory, term, technical specifications, security requirements, fees, minimum guarantees, reporting, audit and other commercial terms;
• execute AI training, data-use, evaluation, dataset, model-development and related agreements in HIGHVIBES’ own name as licensor, licensee, sublicensor, administrator or authorized representative;
• reproduce, host, prepare, encode, segment, annotate, package, combine and securely deliver AI-Eligible Content and associated metadata to an AI Licensee;
• permit an AI Licensee to use contractors, affiliates, cloud providers and technical processors, provided their access is restricted to the applicable licence and subject to appropriate contractual controls;
• grant rights that continue for the agreed licence term and grant perpetual or irrevocable rights in trained models, model weights, embeddings and other non-source technical materials created during an authorized licence, where commercially required;
• issue repertoire schedules, chain-of-title confirmations, invoices, payment directions, certifications and other documents reasonably necessary to implement an AI licence; and
• collect, audit, enforce, settle accounting claims concerning and otherwise administer all amounts arising from an AI licence.

HIGHVIBES is not required to seek Your approval of the identity of an AI Licensee or the terms of a particular transaction after enrollment. However, HIGHVIBES may not sell or assign Your copyright, authorize public distribution or streaming of source files, or authorize a use outside AI Training Uses without separate written authority.

6.4 Eligibility, Chain of Title and Rights Validation

HIGHVIBES intends to license recordings and compositions only where it has documented authority covering one hundred percent (100%) of the rights required for the relevant transaction. HIGHVIBES may require split sheets, writer and publisher consents, producer and performer releases, sample and beat licences, copyright registrations, identity documents, ownership records and other chain-of-title evidence before marking content as AI-Eligible Content.

If HIGHVIBES learns or reasonably suspects that an ownership share, performer consent, sample, interpolation, leased beat, union or guild restriction, collective-management mandate, security interest, prior exclusive licence or other required right is missing or disputed, it may exclude or suspend the affected content, withhold related receipts pending resolution, or require additional documentation. Approval of content by HIGHVIBES does not reduce or replace Your warranties.

6.5 Licence Controls and Reserved Uses

HIGHVIBES will use commercially reasonable efforts to require each AI Licensee, as appropriate to the transaction, to:

• use the source recordings, compositions and metadata only for the authorized AI Training Uses;
• maintain reasonable access controls, confidentiality, information security and restrictions on contractors and onward recipients;
• not publicly distribute, stream, sell or expose retrievable source files as a music library or substitute for the original works;
• use reasonable technical and operational measures intended to reduce memorization and outputs that reproduce a substantial or commercially substitutive part of AI-Eligible Content;
• comply with applicable copyright, related-rights, artificial-intelligence, privacy, data-protection, sanctions and export-control laws, including legally required training-data documentation and transparency disclosures;
• notify HIGHVIBES promptly of a material security incident affecting retrievable source files and reasonably cooperate in mitigation;
• not assign the licence, sublicense source content, or release a model on an open-weight or open-source basis except as the AI licence expressly permits and subject to binding downstream safeguards; and
• not create, market or deploy an identifiable digital replica or voice clone of an artist or performer without separate express written authority covering that person and use.

Except for uses expressly licensed by HIGHVIBES under this Section, You and HIGHVIBES expressly reserve all rights to reproduce or extract AI-Eligible Content for text and data mining, machine learning or AI training. HIGHVIBES may communicate that reservation through metadata, platform terms, machine-readable signals, notices or other appropriate means. No public availability of a work constitutes permission for an unlicensed person to use it for AI Training Uses.

6.6 Contractual Agency, Further Assurances and Formal POA

The direct licence and contractual agency in this Section are the primary source of HIGHVIBES’ authority and are separate from the payment Letter of Direction in Section 5. The Letter of Direction authorizes payment and collection; it does not, by itself, replace the copyright licence granted in this Section.

If an AI Licensee, registry, public authority or applicable law requires a power of attorney, deed, witnessed instrument, notarization, original signature or additional mandate, You agree to execute and deliver it promptly in the legally required form. Any separately executed power of attorney remains supplemental to these contractual rights. Electronic acceptance of this Agreement will not be represented as satisfying a statutory power-of-attorney formality where applicable law requires separate execution. Failure to provide a reasonably requested further assurance may result in suspension from the AI Licensing Service and constitutes a material breach, but does not invalidate any licence validly granted before the failure.

6.7 AI Licensing Receipts, Allocation and Accounting

AI licensing revenue will be accounted for under the applicable AI Licensing Schedule and Section 9. Unless the AI Licensing Schedule states otherwise, receipts are deemed earned only when actually received and cleared by HIGHVIBES or a Collection Entity and may be reduced by applicable taxes, withholding, refunds, chargebacks, payment and foreign-exchange costs, third-party collection charges, and documented direct clearance or enforcement costs permitted by the AI Licensing Schedule.

HIGHVIBES may negotiate catalogue-wide, dataset-wide or bundled consideration that is not priced work by work or separately between sound-recording and composition rights. In that event, HIGHVIBES may allocate receipts in good faith using a reasonable and consistently applied methodology based on the licence terms, repertoire included, usage information reasonably available, ownership shares and other relevant factors. An allocation is binding absent manifest error, fraud or bad faith.

Subject to an AI Licensee’s confidentiality rights and applicable law, HIGHVIBES will include in Your royalty statement or dashboard the identity or category of the AI Licensee, the repertoire or dataset covered, the accounting period, gross receipts actually received, permitted deductions and the resulting amount credited to You.

6.8 AI Term; DSP Takedown Does Not Revoke Authority

For each recording and the musical composition embodied in it, the AI licensing term (the “AI Term”) begins when the content is enrolled and continues for so long as HIGHVIBES represents or administers the associated composition under the applicable publishing arrangement, including any minimum term, renewal, notice, wind-down and post-term collection period, unless the applicable AI Licensing Schedule or a signed deal memo expressly provides a longer period.

A takedown, withdrawal or removal of a recording from one or more DSPs; a change of distributor; a suspension of delivery; or termination of distribution services alone does not terminate, revoke or limit the AI Licensing Service, the direct licence in Section 6.2 or any AI licence. You expressly grant the rights in the Digital Master for the same AI Term even if that Digital Master is no longer distributed by HIGHVIBES.

To terminate AI licensing authority for a particular recording and composition, You must: (i) give a specific written AI termination notice identifying the title, primary artist, ISRC, UPC and the associated composition and writers; and (ii) validly terminate HIGHVIBES’ publishing administration of that associated composition in accordance with the applicable publishing arrangement. The AI termination becomes effective only when that publishing termination becomes effective and all applicable contractual notice and wind-down periods have expired. If no HIGHVIBES publishing arrangement applies, termination is governed by the AI Licensing Schedule.

6.9 Existing Licences, Pipeline Deals and Model Retention

Termination is prospective only. Every AI licence, sublicense, dataset delivery and other commitment made before the effective termination date remains valid and enforceable for its stated term, including any perpetual or irrevocable rights granted in trained models, model weights, embeddings, safety systems, evaluation records and other non-source technical materials. Neither HIGHVIBES nor an AI Licensee is required to delete, retrain, unlearn or disable a model because of termination, except to the extent expressly required by the applicable AI licence or non-waivable law. Retention and deletion of source files will be governed by the applicable AI licence.

For twelve (12) months after effective termination, HIGHVIBES may complete an AI licence that was the subject of documented substantive negotiations before the effective termination date, provided the licence does not add content that was not included in those negotiations. HIGHVIBES and the Collection Entities may continue to invoice, collect, audit, enforce and account for amounts arising from surviving or pipeline licences for so long as those amounts remain payable.

6.10 Your AI Rights Warranties and Continuing Duties

For each item of AI-Eligible Content, You represent, warrant and covenant that:

• You own or control one hundred percent (100%) of the rights required for the authorized AI Training Uses in both the Digital Master and the complete associated composition, or have delivered written consents from every other rights holder that HIGHVIBES has accepted;
• all songwriters, publishers, producers, featured and non-featured performers, session musicians, sample and interpolation owners, beat licensors, estates, guardians and other interested persons have granted every consent and approval required for the authorized uses;
• the content and its AI licensing do not conflict with any prior licence, publisher or administrator mandate, label or producer agreement, collective-management rule, union or guild term, court order, lien, security interest, financing arrangement or other restriction;
• You have disclosed every sample, interpolation, leased beat, public-domain element, third-party recording and synthetic or AI-generated element contained in the content;
• You have authority to supply all professional identity, contributor, ownership and repertoire metadata and to authorize its disclosure to AI Licensees for the licensed purposes; and
• You will immediately notify HIGHVIBES of an ownership change, claim, conflict, revocation, restriction or error and will not grant a conflicting right during the AI Term. Any sale, assignment or other transfer of Your rights will be expressly subject to all existing and pipeline AI licences, and You will disclose those licences to and bind the transferee to respect them.

Nothing in this Agreement purports to transfer a moral right or other right that applicable law makes non-transferable. You warrant that You have obtained, and will maintain, all consents needed from authors and performers so that the expressly authorized AI Training Uses may occur without violating those rights.

6.11 Personal Data, Voice and Digital Replicas

You authorize HIGHVIBES to process and disclose AI-Eligible Content and the professional identity and repertoire metadata reasonably required for the AI Licensing Service, including through lawful cross-border transfers, in accordance with the HIGHVIBES Privacy Policy and applicable data-protection law. You warrant that each identifiable person whose personal data is included has received any required notice and given any required consent. The AI Licensing Service is a licence of copyright and related content rights and is not a sale of personal data.

Permission to train on a recording is not permission to market a voice clone, impersonation, endorsement or other digital replica of a named or identifiable person. HIGHVIBES may grant digital-replica rights only under a separate written authorization that identifies the person, permitted uses, term, territory, compensation and approval controls.

6.12 Ownership, No Guarantee and Remedies

You retain ownership of AI-Eligible Content, subject to the licences granted under this Agreement. An AI Licensee may own the selection, arrangement and annotations of its datasets, together with its software, algorithms, models, model weights, embeddings, systems and outputs, but receives no ownership of source copies or the underlying copyrights except as expressly stated in a separate written agreement signed by the copyright owner.

HIGHVIBES does not guarantee that any content will be accepted, that an AI licence will be concluded, that a minimum fee will be achieved or that a model will never generate disputed output. Your warranties, indemnification obligations, accrued payment obligations and the remedies relating to unauthorized or falsely cleared content apply to this Section. HIGHVIBES remains responsible for accounting for amounts actually received in accordance with the applicable AI Licensing Schedule.

7. TERM

The term of this Agreement (“Term”) begins on the day You first use Our Services or Platform and continues unless and until terminated by You or Us. We may terminate this Agreement, Your account or Your access to the Services in accordance with this Agreement. We may terminate immediately if We reasonably determine that Your account or content is causing, or is likely to cause, material harm to Our commercial interests; that You are engaging in fraudulent, illegal or materially deceptive activity; or that threatening or unprofessional conduct is damaging Our reputation or business relationships.

8. FREEMIUM AND PREMIUM CONTENT POLICY AND SUBSCRIPTION

• All content submissions from freemium accounts are subject to performance criteria. We may reject content from freemium Users with fewer than 1,000 monthly listeners. If a freemium User’s account fails to generate at least £50 in revenue within six (6) months after initial distribution, We may terminate the account and remove associated content from the Platform.
• All content uploaded, posted or otherwise made available on the HIGHVIBES Digital Platform is subject to Our review and performance standards. If content, in Our reasonable and good-faith judgment, fails to meet commercially viable performance metrics or presents an unviable commercial return, We may remove or disable it without liability. We may, but are not required to, notify You of that action. You acknowledge that such removal may be reasonably necessary for the commercial viability and operational efficiency of the Platform.
• Annual premium plans renew automatically at the end of each subscription year to avoid disruption to premium Services.
• At the end of Your annual premium plan, We may charge the payment method used for the previous payment. If that payment is unsuccessful, We may deduct the subscription fee from royalties shown on Your dashboard, which may result in a negative account balance. If Your accrued royalties are insufficient to offset the subscription fee, We may terminate Your account and remove associated content after a thirty (30)-day grace period.
• We will endeavour to send a renewal notice to Your registered email address approximately one (1) week before Your premium plan expires. The notice may state the renewal amount and explain how to update payment information. Our failure to send the notice, or Your failure to receive it, does not relieve You of Your renewal or account-management responsibilities and does not create liability for Us.
• If You wish to change or stop renewal, or experience an issue with automatic renewal, You should notify Us by email or take the available action through Your account dashboard before renewal.

9. ROYALTIES AND ACCOUNTING

• For content resold through Our distribution Partners, We will pay Users on the freemium plan an amount equal to seventy percent (70%) of the net amount We receive from the applicable Partner for sales or other licensed uses of Your Digital Masters. Users on an eligible paid or premium subscription receive one hundred percent (100%) of the applicable net amount, subject to the fees, deductions and other provisions of this Agreement and the applicable plan.
• Withdrawals may be requested only after Your available balance reaches the minimum threshold of £25 (twenty-five pounds sterling). Payment constitutes full and adequate consideration for the rights granted and obligations undertaken by You under this Agreement.
• Receipts from AI licences are governed by Section 6 and the applicable AI Licensing Schedule. Distribution-plan percentages do not apply to AI licensing revenue unless the AI Licensing Schedule expressly says they do.

9.1 Withholding Royalties for Blocked Accounts

We may block and withhold revenues associated with content that We reasonably believe violates this Agreement or Our agreements with DSPs. The funds may be held in escrow for up to twenty-four (24) months or until the relevant claim or investigation is resolved. Royalties may be held to address the following circumstances:

• A User provides sufficient evidence that the account and relevant activity are not fraudulent, in which case eligible royalties may be released.
• A DSP requests repayment of royalties that it determines were generated through unauthorized or fraudulent activity, including a request made within the DSP’s applicable twenty-four-month recovery period.
• A legitimate rights holder claims royalties that have been retained or previously paid in connection with alleged unauthorized or fraudulent activity.

9.2 Records, Audits and Statement Objections

• We will maintain records relating to sales, licensed uses and AI licensing receipts concerning Your Authorized Content. Not more than once in a calendar year, and at Your expense, You may examine records reasonably necessary to verify statements sent to You. An examination of a particular statement may occur only once and must take place within one (1) year after the statement date.
• Audits are limited to records specifically related to sales, licensed uses or AI licensing receipts concerning Your Authorized Content. You may retain a certified public accountant, provided that the accountant’s firm is not concurrently auditing Our records for another party.
• Any objection to a statement must be delivered to Us in writing, with specific reasons, within one (1) year after the statement was issued. After that period, the statement becomes conclusively binding on You to the extent permitted by law. Your remedy for a successful statement claim is recovery of royalties proven to be owed.

10. RIGHT TO WITHDRAW MATERIAL

Subject to the separate AI licensing provisions in Section 6, You may withdraw Your permission for the sale or other use of Your Authorized Content and Authorized Artwork by giving Us written notice (“Withdrawal”). Within five (5) business days after receiving Your Withdrawal notice, We will instruct Our Partners that they are no longer authorized to offer the applicable content or artwork for sale or other use.

Withdrawal does not affect Your responsibility for sales or uses occurring before implementation of the Withdrawal and does not limit the rights of end users who lawfully acquired Your Authorized Content or Authorized Artwork. We are not responsible for delays by Partners in removing content or artwork after We submit the applicable instruction.

A Withdrawal or DSP takedown under this Section does not terminate or revoke the AI Licensing Service, the licence in Section 6.2, a pending AI transaction or an existing AI licence. AI licensing authority may be terminated only in accordance with Sections 6.8 and 6.9.

A takedown fee of £5 (five pounds sterling) per release applies to freemium Users. Takedowns are free for Users with an active premium subscription, subject to any third-party penalties or infringement charges separately described in this Agreement.

11. NAMES, LIKENESSES AND PROMOTIONAL USE

• During the Term, You grant Us the right to use and authorize Our Partners to use the names, approved likenesses and biographical material of relevant Artistes, bands, producers and songwriters, together with track and album names and Authorized Artwork, in marketing materials for the sale, promotion and advertising of the applicable Digital Master. These materials may identify authorship, production credits and performances connected with the Digital Master.
• You grant Us and Our Partners the right to market, promote and advertise the Digital Masters as available for purchase or licence, as We and they reasonably determine.
• You authorize Us to register releases distributed through HIGHVIBES for Our YouTube sound-recording service, including Content ID, so that We may collect royalties arising from visual content on YouTube that contains those releases.
• You authorize Us to deliver Your releases to Our current retail Partners and to future Partners added to Our distribution network, subject to Partner eligibility, technical requirements, applicable law and this Agreement.
• Nothing in this Section authorizes a voice clone, impersonation, false endorsement or other identifiable digital replica. Those uses require the separate written authorization described in Section 6.11.

12. OWNERSHIP

We retain all ownership, rights and interests in the Services, including related intellectual-property rights. Rights in the Services that are not expressly granted under this Agreement are reserved. Trademarks, logos and service marks displayed through the Services are owned by HIGHVIBES or their respective third-party owners.

You retain all right, title and interest in Your Authorized Content, Authorized Artwork, Digital Masters, Clips, copyrights and other materials You provide to Us, subject to the licences, appointments and authorizations expressly granted under this Agreement.

13. INDEMNIFICATION AND REFUND POLICY

• You will indemnify, defend and hold HIGHVIBES harmless from damages, liabilities, costs, losses and expenses, including reasonable legal fees, arising from a claim, demand or action inconsistent with Your warranties, representations, covenants or agreements under this Agreement, including claims concerning copyright, performer or moral rights, privacy, personal data, samples, AI-training authority or other rights in Your Authorized Content, Authorized Artwork or metadata.
• You will reimburse Us on demand for payments reasonably made by Us concerning a matter covered by the foregoing indemnity. Pending determination of a claim, demand or action, We may withhold amounts otherwise payable to You up to Your reasonably estimated potential liability to Us.
• We may refund an annual paid plan only if You have not distributed any release and request the refund within the first thirty (30) days of the subscription. We will not issue a refund if You have distributed at least one song for an Artiste or if more than thirty (30) days have passed since subscription. Monthly premium subscriptions are non-refundable, subject to mandatory applicable law.

14. REPRESENTATIONS AND WARRANTIES

• You represent and warrant that You have full authority to act on behalf of every owner of any right, title or interest in Your Authorized Content, Authorized Artwork or metadata, including every author, performer and other rights holder whose authorization is required for an AI Training Use.
• If You are under eighteen (18), You represent and warrant that You have the written consent of Your parent or legal guardian to enter into this Agreement.
• You represent and warrant that You own or control all rights necessary to grant the rights, licences, appointments and permissions in this Agreement and that Our exercise of them, and the exercise of them by Our licensees, will not infringe a third party’s rights.
• You represent and warrant that You will not act in a manner that conflicts or interferes with Our existing commitments or obligations and that no agreement previously entered into by You will interfere with Our performance under this Agreement.
• Each party represents and warrants that it will perform its obligations in compliance with applicable laws, rules and regulations of any governmental authority having jurisdiction over that performance.
• We do not guarantee any minimum number of sales, streams or other uses of a Digital Master. Users on free and paid plans may have access to playlist-pitching Services, but We retain editorial discretion over which tracks, if any, are pitched. You may not require Us to pitch a particular track.

15. DISCLAIMERS AND LIMITATIONS OF LIABILITY

• We do not represent or warrant that the site or Services will be uninterrupted, free of inaccuracies or errors, meet Your requirements, or operate with every hardware or software configuration You use.
• Except for warranties expressly stated in this Agreement, We disclaim all implied warranties to the fullest extent permitted by law, including warranties of fitness for a particular purpose and non-infringement.
• To the fullest extent permitted by law, We will not be liable to You or a third party for consequential, incidental, indirect, punitive or special damages, including lost profits, lost data or loss of goodwill, arising from or connected with the HIGHVIBES Services, regardless of the cause of action and even if advised that such damages were possible.
• We are not liable for damage, delay or failure caused by events beyond Our reasonable control, including fire, lightning, explosion, power surge or failure, water damage, acts of God, war, revolution, civil unrest, acts of civil or military authorities or public enemies, laws or governmental requirements, strikes, slowdowns, picketing or boycotts. If such an event makes performance impossible for more than three (3) months, this Agreement may be treated as frustrated and terminated at that time.
• HIGHVIBES does not control the operation of an AI Licensee’s models or all outputs produced by end users. To the fullest extent permitted by law, HIGHVIBES is not liable for an AI Licensee’s use outside the scope of its contract or for unauthorized third-party output, except to the extent directly caused by HIGHVIBES’ fraud, wilful misconduct or other liability that cannot lawfully be excluded.

16. INTELLECTUAL PROPERTY AND COPYRIGHT INFRINGEMENT CLAIMS

• We solely own all right, title and interest in Our site and its underlying intellectual property. You do not acquire ownership of the site under this Agreement.
• We respect third-party intellectual property and do not tolerate infringing activity through the site or Services. Users must do the same.
• We may remove or disable material that We believe in good faith infringes a third party’s rights after receiving a sufficient notice. We may forward the notification, including the complainant’s contact information, to the User who posted the content and may take other reasonable steps to notify the User of the alleged violation.
• We may terminate the accounts of repeat copyright infringers and may take down content or freeze revenue associated with Users who submit inaccurate, unlawful or infringing content.
• If content provided by You is determined to infringe intellectual-property rights, an administrative charge of £10 (ten pounds sterling) may apply to each established infringement claim.
• We may initiate takedowns of suspicious content from blocked accounts and content involved in suspected fraud. DSPs may also mark content as suspicious or remove it at their discretion. Content removed following an infringement report from a DSP may attract a £10 (ten pounds sterling) takedown charge.
• We may issue a warning before terminating Your account, except where an extreme violation or material prejudice to Our business reasonably requires immediate action. We have the right, but not the obligation, to issue a warning or notice before taking action.
• When We issue a warning, We may place the potentially fraudulent or infringing account or sub-account under closer scrutiny and allow an opportunity to correct the situation. You must investigate the warning and act promptly to prevent repeated infringement. We will endeavour to notify You within three (3) business days after discovering or receiving a report of a violation, which may include intellectual-property or trademark infringement, significant artificial streaming, violation of a DSP’s terms, or violation of YouTube monetization policies.
• We may determine when to withdraw access to distribute to a DSP and may terminate Your account for breach of this Agreement. Consequences of fraudulent or infringing activity may include taking down content, withholding royalties in escrow, disabling distribution to DSPs and terminating Your account.
• If Your actions or those of Your end users cause fraudulent or infringing activity, We may terminate this Agreement and close Your account immediately. We may deduct costs incurred as a result, including reasonable legal fees, from amounts otherwise payable to You. If those costs exceed withheld earnings, We may pursue recovery through available legal remedies.
• If We detect potentially infringing or unauthorized activity, We may temporarily block Your account while requesting information. If You provide verifiable information within two (2) working days, We may unblock the account. We may require corrected account information, a copy of a passport or national identification document, and public profile or website information with historical data capable of supporting the relevant sales activity.
• If You cannot or refuse to provide requested information within two (2) working days, We may continue blocking the account, withhold revenues associated with suspected violations, disable access to the Services and take down the relevant content.
• Royalties associated with a blocked or disputed account may be held in escrow for up to twenty-four (24) months, reflecting the period during which DSPs may seek to reclaim royalties under their applicable terms.

16.1 Copyright-Infringement Notices

To report copyright infringement, send written notice to copyright@highvibesdistribution.com. The notice must contain:

• Your physical or electronic signature;
• a description of the copyrighted work;
• a description of the allegedly infringing material and its location on Our Platform;
• Your contact information, including address, telephone number and email address;
• a statement that You have a good-faith belief that the disputed use is not authorized; and
• a statement, made under penalty of perjury, that the information in the notice is accurate and that You are the copyright owner or authorized to act for the owner.

Under 17 U.S.C. § 512(f) of the Digital Millennium Copyright Act, a person who knowingly makes a material misrepresentation in an infringement notice may be liable for damages, including legal fees.

17. GOVERNING LAW AND DISPUTE RESOLUTION

• This Agreement and any dispute, claim or controversy arising from or relating to it are governed by the laws of the Republic of Ghana, without giving effect to conflict-of-law principles.
• If a dispute, difference or controversy arises out of or in connection with this Agreement, including its breach, termination or invalidity, the parties will first attempt to resolve it amicably through good-faith negotiations. If it is not resolved within thirty (30) days, it will be referred to arbitration under the Ghana Alternative Dispute Resolution Act, 2010 (Act 798). The seat and place of arbitration will be Accra, Ghana; the arbitration language will be English; and the arbitrator’s decision will be final and binding.
• To the fullest extent permitted by applicable law, materials and documents exchanged during arbitration will be kept confidential.
• Claims must be brought exclusively through individual, non-class binding arbitration. Disputes may be arbitrated or litigated only on an individual basis and not as a class, collective or representative action.
• A claim must be brought within one (1) year after the cause of action arises, after which it is permanently barred, except where applicable law prohibits that limitation.

18. SURVIVAL AND SEVERABILITY

• Expiration or termination of the Term does not relieve You from obligations incurred before or during the Term. Provisions that by their nature are intended to continue, including accrued payment obligations, indemnities, post-term collection authority, surviving AI licences, pipeline transactions and model-retention rights under Section 6.9, dispute resolution and limitations of liability, survive expiration or termination.
• If a court or tribunal of competent jurisdiction determines that a provision of this Agreement is unenforceable, that determination will not affect the remaining provisions. The unenforceable provision will be replaced or limited by an enforceable provision that most closely reflects the parties’ commercial intent.

19. GENERAL PROVISIONS AND MISCELLANEOUS

• Except for the limited administration, collection, representation and payment and AI-licensing appointments expressly created under Sections 4, 5 and 6, this Agreement does not create a partnership, employment relationship or joint venture between You and HIGHVIBES. Neither party may bind the other outside the limited authority expressly granted under this Agreement.
• You acknowledge that Our use of personal data and other account information in accordance with this Agreement, including Section 6.11, the HIGHVIBES Privacy Policy and applicable law does not, by itself, constitute a breach of Your privacy or publicity rights.
• Headings are included for convenience only, do not form a substantive part of this Agreement and do not limit or affect its provisions.
• This Agreement may be changed only as provided in Section 2 or by a written agreement signed or electronically accepted by the parties. A waiver of a term or condition is not a continuing waiver and does not waive a later breach.
• To the fullest extent permitted by applicable law, Your use of the Platform is subject to the termination remedies, disclaimers and limitations of liability stated in this Agreement.
• This Agreement is binding on and benefits the parties and their permitted assigns, heirs, executors, affiliates, agents, personal representatives, administrators and successors, whether by merger, operation of law or otherwise.
• A notice, approval, request, authorization, direction or other communication under this Agreement must be in writing. It is deemed delivered on the date sent by email to the address supplied during registration, or to an address properly updated by the receiving party, subject to evidence of transmission.
• This Agreement contains the entire understanding of the parties concerning its subject matter and supersedes earlier arrangements concerning digital distribution, publishing administration, royalty collection and AI licensing of the applicable content. If You previously entered into a written agreement with Us that contains specific commercial options or terms, those specific options remain effective to the extent that they do not conflict with this Agreement, unless the parties agree otherwise in writing.

END OF TERMS OF SERVICE, ARTISTE DISTRIBUTION, PUBLISHING AND AI LICENSING AGREEMENT