Standard Artist Digital Distribution Agreement

1. Grant of Rights

1.1 The Artist hereby grants to the Platform a non-exclusive, worldwide, royalty-free (except as provided in the revenue split terms herein) license to host, stream, transmit, digitally distribute, and make available for subscription playback or individual purchase the musical works, master recordings, lyrics, and associated artwork submitted by the Artist to the Platform.

1.2 The Artist retains 100% ownership of all music and content submitted. Uploading content to the Platform does not transfer ownership. The Platform acquires only the limited right to host and distribute the content as described in this Agreement.

1.3 The Artist may request removal of their content at any time. Upon removal, the Platform will cease public distribution within forty-eight (48) hours. Existing purchasers will retain access to previously purchased content.

2. Copyright Ownership and Royalty Exemption (The Direct Indie Partnership)

2.1 Artist Warranty of Non-Affiliation

The Artist expressly warrants and represents that they are the sole owner of all intellectual property rights, master recordings, and underlying musical compositions (lyrics and melodies) submitted to the Platform. The Artist further warrants that they are not currently a member or affiliate of any Collective Management Organisation (CMO), including but not limited to the Southern African Music Rights Organisation (SAMRO), the Composers, Authors and Publishers Association (CAPASSO), the South African Music Performance Rights Association (SAMPRA), or any similar international collection society.

2.2 Indemnification Against Collection Societies

Because the Artist is completely independent and unaffiliated, the Artist acknowledges that the Platform has no obligation to pay licensing fees, performance rights, mechanical royalties, or needletime royalties to SAMRO, CAPASSO, SAMPRA, or any third-party agency for the sale, streaming, or subscription-pool distribution of the submitted music. If any collection society issues a financial claim, fine, or legal demand to the Platform regarding the Artist's music, the Artist agrees to fully indemnify and hold the Platform harmless against all resulting costs, legal fees, and damages.

2.3 Commercial Model and Revenue Split

The Platform operates on a direct-to-artist commercial model utilising a pooled pro-rata streamshare system.

Direct Sales: For every individual song or album sale generated through the Platform, the gross revenue shall be split as follows:

• 70% (Seventy Percent) shall be paid directly to the Artist.
• 30% (Thirty Percent) shall be retained by the Platform as a digital distribution and administrative commission.

Subscription Pool Distribution: 70% of the net monthly subscription revenue collected by the Platform shall be placed into a Creator Pool. At the conclusion of each billing cycle, each Artist shall be allocated a financial share of the Creator Pool equivalent to the exact percentage of total platform streams their content generated during that period.

The Artist acknowledges that they do not earn a fixed monetary rate per stream; the value of a stream fluctuates based on the mathematical allocation within the pool each billing cycle.

2.4 Provisional Holding Period

To protect against fraudulent uploads and chargebacks, all earnings from sales and subscription pool allocations are held in a provisional clearing account for forty-five (45) days from the date of the underlying transaction before becoming available for withdrawal. This is a standard anti-fraud measure in digital content marketplaces.

2.5 Payout Terms

Earnings are tracked in real-time and displayed in the Producer Dashboard. Payouts are triggered once a minimum balance of R100 (One Hundred Rand) is reached. Direct deposits (EFTs) are processed on the 1st of every month into the Artist's linked South African bank account. All payouts are subject to applicable South African tax regulations.

2.6 Mandatory Notice of Future Registration

If the Artist decides to join SAMRO, CAPASSO, SAMPRA, or any other collection society during the term of this agreement, the Artist must:

• Cease all uploads to the Platform immediately.
• Notify the Platform in writing within seven (7) days of registration.
• The Platform reserves the right to remove the Artist's music from the platform to avoid copyright infringement claims.

3. Age Requirement

The Artist confirms that they are at least eighteen (18) years of age at the time of signing this Agreement. The Platform is not directed to, and does not knowingly collect personal information from, minors. By accepting this Agreement, the Artist confirms they have the legal capacity to enter into a binding commercial contract under the laws of the Republic of South Africa.

3.1 Minor Artists (Under 18): If the Artist is under the age of eighteen (18), a parent or legal guardian must create and own the account on the Artist's behalf, and all payments will be made to the account owner (the parent or legal guardian) until the Artist turns eighteen. The guardian signing below confirms they are the legal guardian of the Artist and take full responsibility for the account, the content, and all obligations under this Agreement.

4. Chain of Title and Audit Trail

4.1 The Platform maintains a comprehensive chain-of-title audit trail for every upload. This record includes, but is not limited to: the Artist's user identifier, IP address, device information, cryptographic file hash, timestamp, age confirmation status, collection society declaration, and the terms acceptance timestamp.

4.2 This audit trail is maintained to demonstrate good-faith compliance with copyright law and to assist in the resolution of any ownership dispute. The Artist acknowledges that this data may be disclosed to third parties (including law enforcement and rights holders) in the event of a valid legal request.

5. Notice-and-Take-Down (Safe Harbour)

5.1 The Platform operates as an online service provider intermediary under the Digital Millennium Copyright Act (DMCA) framework and the South African Copyright Act 98 of 1978.

5.2 If a copyright holder or third party provides valid notification of claimed infringement regarding content uploaded by the Artist, the Platform will act expeditiously to remove or disable access to the material within twenty-four (24) to forty-eight (48) hours of receiving the notification.

5.3 The Artist accepts sole legal responsibility for any copyright disputes resulting from unauthorised sampling, plagiarism, or ownership claims regarding their uploads.

5.4 Repeat Infringer Policy: The Platform will terminate the accounts of Users who are determined to be repeat infringers. A repeat infringer is a User who has been notified of infringing activity more than twice or has had content removed more than twice.

6. Content Requirements

The Artist warrants that all submitted content:

• Is original and does not infringe any third-party intellectual property rights.
• Does not contain illegal, defamatory, obscene, or hateful material.
• Does not impersonate any other person or entity.
• Does not contain malware, viruses, or harmful code.
• Has been confirmed as the Artist's own original work at the time of upload via the Platform's four-point verification checklist (age confirmation, original work declaration, rights agreement, and AI-generative content declaration).

7. Representations and Warranties

The Artist represents and warrants that:

• They have the legal right and authority to enter into this Agreement and to grant the rights described herein.
• All content submitted is owned by the Artist and is free from any encumbrances, liens, or third-party claims.
• They are not subject to any contractual obligation that would prevent them from granting the license described in Section 1.
• All information provided during onboarding is true, accurate, and complete.

8. Limitation of Liability

To the maximum extent permitted by South African law, the Platform and its officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities, arising out of or in connection with this Agreement or the Artist's use of the Platform.

The Platform's total aggregate liability under this Agreement shall not exceed the amount of revenue actually paid to the Artist in the twelve (12) months preceding the claim.

9. Termination

9.1 Either party may terminate this Agreement at any time by providing written notice or by removing the content via the Platform dashboard.

9.2 Upon termination by the Artist, the Platform will remove the content from public streaming access within forty-eight (48) hours, subject to the clearing and final payout of any accumulated earnings in the current billing cycle.

9.3 The Platform may terminate this Agreement immediately if the Artist breaches any material term herein, including but not limited to copyright infringement, fraudulent activity, or misrepresentation of affiliation status.

9.4 Sections 2.2, 4, 8, 10, and 11 shall survive termination of this Agreement.

10. Governing Law and Dispute Resolution

10.1 This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa.

10.2 Any dispute arising out of or in connection with this Agreement shall be resolved exclusively in the courts of Johannesburg, South Africa.

10.3 The Parties agree to attempt to resolve any dispute through good-faith negotiation before commencing formal legal proceedings.

11. General Provisions

11.1 Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, understandings, and negotiations.

11.2 Amendments: The Platform may amend this Agreement from time to time. Material changes will be notified via email or prominent notice on the Platform. Continued use after the effective date constitutes acceptance.

11.3 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11.4 Assignment: The Artist may not assign or transfer this Agreement without the Platform's prior written consent. The Platform may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

11.5 Notices: All notices under this Agreement shall be sent to the email addresses provided by each Party during registration, or to: legal@clubculture.space.

12. Contact Information

For legal notices, copyright claims, or general enquiries regarding this Agreement:

CLUB CULTURE MUSIC Pty (Ltd)
Email: legal@clubculture.space
General: clubculture.music.app@gmail.com
Website: https://clubculture.space
Country: South Africa

13. Amendments and Modifications

13.1 The Platform reserves the right to modify this Agreement at any time. For minor, non-material changes (e.g., spelling corrections, address updates, wording clarifications that do not alter legal meaning), updates will be posted to the website and a summary notification will be displayed to the Artist.

13.2 For major, material changes affecting revenue splits, payout terms, or legal rights (e.g., changes to the 70/30 split, 45-day clearing window, or collection society clauses), the Platform will notify the Artist via email and in-app notification. Continued use of the Platform after a material modification requires explicit digital re-acceptance of the updated terms.

13.3 Failure to accept updated material terms within seven (7) days of notification will result in temporary suspension of the Artist's content from public distribution and dashboard access. Upon acceptance, full access will be restored immediately.