Publishing Agreement

Introduction

This Publishing Agreement and Terms of Service (this "Agreement") is a binding legal agreement between you ("The Writer") and Yivera Co, a Delaware limited liability company ("Yivera", "our" or "us"), regarding your use of our publishing service (The "Service").

By your continued use of our service, you agree to this Agreement and accept the terms and conditions below. If You decide not to accept these modifications, you can terminate this Agreement through a written notice sent to support@yivera.com stating the terms you disagree with.

Background

The Writer is a singer or songwriter or a licensed representative (hereinafter “Writer”). Writer’s access to and use of this Site and our Publishing Services (as defined below) is subject to Writer’s acceptance of our terms and conditions as stated in this Agreement below.
We are willing to allow you access to our site and services only upon the condition that you accept all of the terms of this agreement. You will be precluded from making any claims against us except to the extent permitted under this agreement or in a case of suspected fraud. By accessing or using the site and/or our publishing services, (which shall constitute acceptance). you acknowledge that you have read this Agreement and agree to be bound by its terms. If you do not agree to all the terms and conditions of this agreement, do not accept to/or use our Services.
If you are using this Site, and entering into this agreement for our Services on behalf of one or more other writers, a group, or a music publisher/administrator or other entity, then you represent and warrant to us that you are duly authorized to do so on behalf of the applicable individual(s) or entities and to bind them to this agreement, hence the term “You” within this Agreement shall include all such individual(s) and entities.

1. Term

The term of this Agreement shall commence on the date of acceptance for an initial one year period hereof and shall continue indefinitely:

a. Until the end of the calendar half year during which we receive your valid cancellation notice in accordance with the provisions for “Cancellation” or
b. until we terminate the Term

Yivera shall have a 1 year collection period following your valid cancellation.

2. Services of the Writer

For each Composition notified by the Writer to the Publisher, the Writer shall deliver to the Publisher a split sheet, digital recording (where required) and a copy of any lyrics. Any Split sheet agreements not fully executed by the date of that song registration shall be subject to Section 8 below.
The Writer shall also provide full copyright registration information for each Composition, including the full names of any co- writers and the share of each Composition attributable to each writer. If the shares of copyright in any Composition are not specified, then they may be deemed equal between all writers.

3. Assignment of rights

During the Term, you hereby grant to Yivera, its successors, licensees and assigns, the sole and exclusive rights of administration, promotion and collection throughout the Territory with respect to one hundred percent (100%) of all of your right, title and interest (“Your Interest”) in and to the musical compositions you submit to us (“hereinafter referred to as “The Works/Composition”).
In consideration of the payment of Royalties in paragraph 10 below, the Writer assigns to the Publisher with full title guarantee all copyright, related rights and other rights and interests (including any future interest, however arising) in the Compositions throughout the Territory during the Term.
The Writer consents to all forms of exploitation of the Compositions now existing or created in the future and the Writer agrees not to assert any right (including so-called "droit moral" and moral rights) that would prevent the Publisher, or any person authorized by the Publisher, from exploiting the Compositions.

Subject to those requirements and/or restrictions set forth herein, Writers hereby grants to Yivera the exclusive right to:

a. to claim, collect, liquidate and collect all the sums, rights and / or amounts arising from the exploitation of the Work(s);
b. the exclusive right to administer as Music Publisher, One hundred percent (100%) of Writer's copyright interest in those Works.
c. register the Subject Composition with Rights Management Organisations ("currently UNISON"). For the avoidance of doubt, we will not be able to collect Net Sums on your behalf unless and until you have supplied us all accurate information as required by us or by our designees, licensees, partners, etc., including, without limitation, acceptance of the registration of Your Interest in the Compositions, provision of all necessary documentation duly executed.
d. Notwithstanding the Writer's current lack of affiliation with any Performing Rights Organization(s) ("PRO") or Collective Management Organization(s) ("CMO"), the Publisher is hereby authorized to collect the Writer's share of performance royalties and any other writer's share of income generated by the Compositions during the term of this Agreement. The Publisher shall register the Compositions with its affiliated PRO(s) and shall make reasonable efforts to list the Writer as a writer of the Compositions, even in the absence of an IPI number. All writer's share income collected by the Publisher paid according to the revenue share hereunder until such time as the Writer becomes a member of a PRO and provides the Publisher with their IPI number and PRO affiliation details.
e. To perform and license others to perform your interest in the Compositions (including, without limitation, publicly or privately, for profit or otherwise, by means of public or private performance, radio broadcast, television, Internet, mobile telecom, or by any other means or media, whether now known or hereafter conceived or developed, including, without limitation, the right to grant so-called “direct” performance licenses (including the writer’s share of performance).
f. Upon notice to you, we may substitute new titles for any of the Compositions, make new arrangements, adaptations, translations, dramatization or transpositions of any of the Compositions or of the titles, and prepare derivative works based on the Compositions, regardless of any so-called "moral rights".
g. To make or cause to be made any and all mechanical, physical, digital or other reproductions of the Compositions, in whole or in part, including without limitation 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 as well as the right to grant licenses to third parties authorizing so-called "sampling" and/or interpolation of the Compositions, 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.
h. To grant, administer and collect under so-called blanket audio-visual licenses, including “micro sync” licenses as that term is understood in the music publishing industry, and blanket audio-only licenses (collectively, “Blanket Licenses”).
i. To print, publish, sell and multiply, and to authorize others to print, publish, sell and multiply, copies of the Compositions, in all forms, including, without limitation, sheet music, orchestrations, arrangements and other editions of the Compositions, separately or together with other musical Compositions.
j. To reproduce, modify, display, encode, integrate or otherwise exploit the credit data and metadata associated with the Compositions.
k. To sublicense any or all of the rights granted herein to any persons or entities, subject to any approvals or restrictions contained herein.
l. To exercise and exploit during the Term exclusively, any and all other rights now or hereafter existing with regard to Your Interest in any and all Compositions under and by virtue of any common law or statutory laws or provisions, including without limitation, copyright laws, including so-called grand rights and small performance rights.
m. The right, but not the obligation, to prosecute, defend and settle all claims and actions with respect to the Compositions, and generally to do all things necessary concerning the same and the copyrights or other rights with respect to the Compositions; provided, however, Yivera shall not settle claims without your consent (other than as provided in paragraph “L” of this section). In the event of a recovery by Yivera or you of any monies as a result of a judgment or settlement, such monies shall be divided between you and Yivera after first deducting the out-of-pocket expenses incurred in obtaining said monies, including reasonable legal fees and expenses. You shall have the right to provide counsel for yourself, to assist in or assume the prosecution or defense of any such matter, but at your own expense.
n. The right, but not the obligation, to enter into blanket, group or class suits and settlements for the recovery of royalties presented and endorsed by advocacy groups on your behalf and in connection with the Compositions, without your prior consent. Monetary recoveries from such settlements shall be allocated by Yivera in its sole, reasonable business discretion, after first deducting Yivera’s related industry dues and any out-of-pocket expenses incurred by Yivera in obtaining said monies, including reasonable legal fees and expenses.
o. To administer and collect all monies derived from the exploitation of the Compositions during the Term throughout the Territory. After the Term , we shall continue to have the right to collect all income payable in respect of exploitations of the Compositions that was earned during the Term. If we receive monies that were earned after the applicable Term for a particular Composition(s) from a third party collection society, licensee or other entity due to their acts or omissions or your failure to notify the relevant third party of the expiration of this agreement, or if we receive, on your behalf, after the Term, monies from a third party collection society, license or other entity earned by you in connection with the Compositions as a result of your failure to properly register such musical works, inaction with respect to such musical works, mistake or any other reason, you acknowledge that our receipt thereof will not be a violation of this agreement, and we will remit Your Share of any such Net Sums to you as and when we would otherwise have accounted to you if the agreement was still in effect or otherwise in accordance with this agreement.
p. At your request or with your permission, to use the names (real and professional), approved biographical information and approved likenesses of the writers and publishers/administrators of the Compositions (including but not limited to you) solely in connection with the marketing and/or promotion of the Site, our Services and the Compositions delivered hereunder.
q. the exclusive right to authorize or license third parties to exercise any of the aforesaid rights (which authorisation or license may, where this is bona fide and customary within the music publishing industry or with your prior consent, be for a period of time which extends beyond the Term, and any act done by a third party after the Term in accordance with any such authorisation or license granted prior to the Termination Date shall be valid);

4. Synchronization

a. Yivera shall not grant licenses in respect of the synchronization of the Works with films or television programs nor with commercial advertisements. You retain the exclusive right to negotiate and grant synchronization licenses on whatever terms you establish for the use of your Compositions via “traditional” means, as that term is understood in the U.S. music publishing industry. However, you may engage Us to provide non-exclusive Traditional Sync License administration services with respect to Your Interest in the Composition referenced in such Request. Yivera shall have the right, but not obligation, to accept your engagement for such services on the terms specified below.
b. If you engage Yivera to handle a such Request, and Yivera agrees to handle same (in Yivera’s discretion), such Request will be deemed approved by you and Yivera will negotiate and enter into an agreement on your behalf with respect to such Request, and such agreement will provide that payment with respect to any license fees will be paid directly to Yivera on your behalf. Yivera will pay to you Your Share of Net Sums received from such license agreements in accordance with the clause on payment in this agreement. Notwithstanding the expiration or earlier termination of the Term, Yivera’s rights to receive payment in connection with a license in accordance with this paragraph will continue with respect to all requested and approved licenses issued by Yivera prior to such expiration or earlier termination of the Term.

5. Approvals

Wherever your approval or consent is required pursuant to this agreement, it shall be deemed to have been given in the event you fail to respond to a request within ten (10) business days of the date of such request.

6. Account Security

If at any time your registration information changes or if you learn or suspect that your password has been used or obtained by a person not authorized to use it, please notify Yivera immediately through the following link: support@yivera.com. Any materials (physical or digital) submitted to Yivera will not be returned.

7. Assignment

You may not assign or transfer your account, rights, obligations, or interest under this agreement to anyone else unless otherwise agreed in writing by Yivera. Any assignment, encumbrance or other transfer of Your Interest in any Composition(s) will remain subject to this agreement during the Term . A purported assignment, encumbrance or other transfer not in accordance with this paragraph will be void and without effect ab initio.

8. Documentation

At Yivera’s request, you shall execute and deliver to Us any necessary documents regarding the rights granted to Us in the Compositions, including providing relevant details such as ISWCs, ISRCs or other identifying codes as well as your percentage copyright interest which makes up your Interest in each Work and if you fail to do so within ten (10) business days following our request thereof, we will have the right to cancel your Account (in Yivera’s sole discretion). Yivera reserves the right to decline to administer (or to revoke administration of) any of the Compositions or other content you provide to us as part of the Services, for any reason, including, without limitation, if such Compositions or other content is

(i) deemed objectionable,
(ii) violates this agreement in any way or the terms and conditions of any of our third party licensees,
(iii) a Non-Qualified Work,
(iv) infringing on the rights of a third party or is fraudulent (or if we have reason to believe that it is infringing or fraudulent, e.g., by way of a third party claim), or
(v) You provide false information;
(vi) for any reason in our business judgment

9. Registration Fee

In consideration of the Services rendered hereunder, you will be required to pay to Yivera the fees described in the sign up/registration process. You must provide Yivera with card information and authorization to charge the Registration Fee, any applicable taxes, and other charges you may incur in connection with your use of the Site and Services directly to your credit card account. For the avoidance of doubt, if you or Yivera terminate this Agreement for any reason, you will not be entitled to reimbursement of the Registration Fee.

10. Royalties

a. We shall pay you 80% of net sums actually received/credited to us within the accounting period.
Payment percentage as used herein, shall mean all monies actually received by Yivera in the Territory which are directly attributable to the exploitation of Your Interest in the Compositions, less all actual, reasonable, non-overhead costs paid or incurred by Yivera solely in connection with the exploitation of the Compositions and the collection of income, including, without limitation, any taxes, fees and payment required to be deducted, where Yivera shall retain the remaining Net Sums for its own account as its administration fees.
b. Yivera will compute amounts payable to You within 45 days of the end of each quarter during the Term, and will provide a statement to You in accordance with Yivera's standard business practices. Such payment shall constitute full consideration for all rights granted and obligations undertaken by You hereunder. You agree that payment shall only be made paid out to You when/if the revenue reaches or exceeds $30 (30 US dollars or the equivalent if fund is received by Yivera in another denomination) for each accounting period. Yivera shall be entitled to carry forward (without any interests) any royalties due to you under the terms of this Agreement in any accounting period where such disbursements are less than 30 US dollars (30$) or its equivalent. In such case royalties shall be carried forward to subsequent accounting periods until the period in which the balance exceeds 30 dollars (30$), at which time Yivera shall make payment of the aggregate sum without interest being accrued thereon.
c. Unless Yivera is supplied with a written statement/split sheet signed by all Writers and other persons interested in a Work setting out the proportionate entitlements of such Writers or other persons, the Publishers may treat such Work as being owned in equal proportions by each such Writer and/or person. If a written statement is subsequently supplied to the Publishers as aforesaid, the Publishers may (but are not obliged to) adjust the monies payable to You hereunder to take account of such statement, including (as appropriate) by requiring You to repay any overpaid monies.
d. No royalties shall be paid in respect of so-called 'black box' income received by the Publishers or by any person claiming under or through the Publishers from any collection society or like body whether in the form of rebated commission or as a general distribution of any kind not specifically allocated by title or otherwise.
e. If the Publisher, or its agents or licensees, does not receive in any part of the Territory six-twelfths of the total public performing fees and 100% of all other fees and royalties resulting from the use and/or exploitation of the Compositions in the Territory then the proportion of such fees and royalties payable by the Publisher to the Writer under this agreement shall be correspondingly reduced as if the Publisher had retained the balance after collecting six twelfths of the total public performing fees and 100% of all other fees.

f. In the event that Yivera has, in its reasonable business judgment, reason to suspect that your Account has been subjected to and/or involved in fraudulent, infringing, illegal or other activities in violation of this agreement, including, without limitation, submission of Non-Qualified Works for administration hereunder (collectively, “Fraudulent Activities”), in no way limiting Yivera’s rights and remedies hereunder or otherwise at law or in equity, Yivera reserves the right to discontinue posting of Net Sums to your account and to block your ability to otherwise withdraw funds therefrom, until satisfactory resolution and/or explanation of the suspect activities is obtained in Yivera’s discretion. To the extent that we identify or are notified about any Fraudulent Activities in relation to the Compositions, you agree that:

(i) such Net Sums shall be forfeited by you, and
(ii) any costs incurred by Yivera (including, without limitation, amounts repaid to third-party licensees and society and legal fees and costs) in connection therewith may, in addition to its other remedies, be deducted by Yivera from any monies otherwise payable to you hereunder. Certain of Yivera’s licensees may also have policies related to suspected or actual Fraudulent Activities and you agree that such policies shall be binding upon you hereunder.

g. The Publisher shall keep proper books and records of account in respect of exploitation of the Compositions and shall make up statements of account showing the Royalty due to the Writer in respect of each Composition quarterly.
h. While you will have daily access to your account, formal accountings as to Net Sums payable by Yivera to you hereunder shall be made to you via your Account on or before 45 days after the end of any quarter within a Calendar year, together with payment of accrued Net Sums, if any, earned by you during such quarterly period.
i. All statements and all other accountings rendered by Yivera to you shall be binding upon you and not subject to any objection for any reason unless a specific objection in writing, stating the basis thereof, is given to Yivera within 60 (sixty) calendar days from the date the statement is rendered. Statements and payments shall be sent in accordance with the relevant instructions in the Registration. No generalized objection (such as, but not limited to, a generalized claim of over-reporting of deductions or under-reporting of income or any similar generalization) shall be deemed a valid objection.

11. SERVICE/ SITE UPDATES & CANCELLATION

The modification of our terms of service or this Agreement must be a notification in writing to You (e.g., by e-mail or through your account page on the Site) and made available to the public on the website www.yivera.com, and such notice shall be deemed as accepted if You do not expressly oppose such modification within a term of thirty calendar days from its release. If You decide not to accept such modification, the Agreement will be immediately canceled through written notice sent to Yivera.

12. Warranties, Representations and Indemnity

You hereby warrant, represent and declare to Yivera that:

a. You are fully entitled to enter into this Agreement, being at least 18 years of age, not currently signed to an exclusive songwriter, co-publishing, administration or other agreement regarding your Interest in any Compositions or your songwriting services; that there is (or in respect of Compositions which become Works after the date hereof, there will be as at the date on which the relevant Composition becomes a Work as aforesaid) and at all times during the Term, there will remain in existence a valid and enforceable agreement between You and each Writer whereby you are entitled to grant and assign to Yivera the rights in the Controlled Part of the Works in accordance with the terms hereof and that You are or will be solely and absolutely entitled to the copyright in and to the Controlled Part of the Works free from encumbrances;
b. the Works are or shall be new and original, do not nor shall not involve the sampling of another musical work in that no Writer has used or shall use in the creation of a Work a recording by a third party (without the permission of the owner thereof), and the Works do not or shall not otherwise infringe the rights of any other party;
c. You irrevocably authorise Yivera to take all steps at their discretion to protect, defend or maintain the title and/or copyright in the Works or any other rights therein. Yivera shall not settle claims without your consent (other than as otherwise provided in this Agreement)
d. You undertake at all times to indemnify Yivera from and against any and all loss or damage, costs and expenses (including all legal costs or expenses) occasioned to or incurred by Yivera and/or their representatives and/or agents in consequence of any breach of your warranties representations, declarations and agreements contained in this Agreement or pertaining to any act, error or omission committed by you or any person or entity acting on your behalf (or on whose behalf you are acting) or under your direction or control. You will reimburse Yivera and the Other Indemnitees, on demand, for any payment made at any time after the date hereof in respect of any liability or claim for which Yivera or the Other Indemnitees are entitled to be indemnified, or Yivera may elect to deduct any such payments from all sums otherwise due you hereunder.
e. If Yivera receives notification of a claim by a third party and such claim is inconsistent with any of your representations, warranties or undertakings hereunder, Yivera shall promptly advise you of such fact. Yivera may defend or deal with any such claim as they may determine in their sole discretion, provided that Yivera shall notify you before commencing proceedings against any third party in respect thereof.
f. From and after the receipt by Yivera of notification of a claim referred to in sub-clause (e), Yivera may withhold payment of any royalties and other monies otherwise due to You hereunder until such claim and/or proceedings relating to such claim have finally been adjudicated or settled. In this regard, any such amount withheld shall be limited to amounts payable in respect of those compositions which form the subject matter of any such claim only. The sums which Yivera may withhold pursuant to the foregoing shall be limited to an amount sufficient in Yivera's reasonable opinion to meet the relevant claim and any potential liability of you hereunder in respect of such claim.
g. Upon the final adjudication or settlement of any claim, Yivera shall pay to you or credit to your royalty account hereunder (as the case may be) such part of any withheld monies as is not required to discharge your liability hereunder in respect of such claim.

13. NO GUARANTEE

a. WE DO NOT GUARANTEE AND DO NOT PROMISE ANY REVENUE OR OTHER SPECIFIC RESULTS FROM USE OF THE SITE AND/OR OUR SERVICES.
b. IN NO EVENT WILL YIVERA BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE, IRRESPECTIVE OF OUR AWARENESS OF THE POSSIBILITY OF SUCH DAMAGES.
c. OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID BY YOU TO US OR PAYABLE (EARNED UNENCUMBERED ROYALTIES), IF ANY, TO YOU. THE SITE, THE SERVICES AND THE CONTENT RELATED THERETO ARE PROVIDED "AS-IS" AND YIVERA DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
d. YOUR AGREEMENT AND INTENT TO BE BOUND BY THIS AGREEMENT IS EVIDENCED BY YOUR CONTINUOS USAGE OF OUR SITE THAT YOU AGREE TO ALL TERMS, RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, UPDATED TERMS, POLICIES, CONTRACTS, AND APPLICATIONS. R CONTINUOS USAGE OF OUR SITE

14. Governing Law & Severability

This Agreement is made in the State of Delaware, United States and shall be construed and governed by the laws of Delaware. Each of the provisions hereof are severable so that if any provision of this Agreement shall be found to be invalid or unenforceable in any part of the Territory, the same shall not affect the validity or enforceability of the remaining provisions or affect the application of that provision in any other part of the Territory where such provision is not invalid or unenforceable.

15. Independent Counsel

You acknowledge that prior to the execution of this Agreement, you have sought independent legal advice in relation to the terms and conditions of this Agreement to enable You to fully understand the terms of this Agreement.

16. Definition

"Blanket Licenses" means blanket audio-visuals licenses, including micro-sync licenses, and blanket audio-only licenses, as referenced in Clause 3(g).
"Controlled Interest" means the percentage ownership interest in a Composition that the Writer has the legal authority to assign, administer, license, or otherwise exploit under this Agreement.
"Fraudulent Activities" shall have the meaning assigned in Clause 10(f), including any fraudulent, infringing, illegal, deceptive, or unauthorized activities relating to the Compositions or the Writer’s account.
"Moral Rights" means any moral rights, droit moral, or similar rights existing under applicable law, including rights of attribution, integrity, disclosure, withdrawal, or objection to modification or exploitation of a work.
"Net Sums" means all monies actually received by Yivera attributable to the exploitation of the Writer’s Interest in the Compositions, less all actual, reasonable, non-overhead costs, deductions, commissions, taxes, fees, collection charges, legal expenses, payment processing fees, and other expenses incurred in connection with the administration, exploitation, protection, or collection of income relating to the Compositions.
"Non-Qualified Work" means any Composition or content that is ineligible for administration by Yivera, including content that is infringing, fraudulent, unauthorized, objectionable, or otherwise in breach of this Agreement or third-party rights.
"Registration Fee" means the non-refundable fee payable by the Writer in consideration for access to the Services and administration of the Compositions.
"Services" means the publishing administration, royalty collection, registration, licensing, promotion, exploitation, and related services provided by Yivera under this Agreement.
"Split Sheet" means a written agreement identifying the respective ownership shares and contributions of all writers, producers, publishers, or other interested parties in a Composition.
"Traditional Sync License" means a synchronization license for the use of a Composition in films, television programs, advertisements, trailers, games, or other audio-visual productions negotiated through traditional industry licensing practices.
"Writer’s Share" means the portion of public performance royalties customarily payable directly to the songwriter or composer under applicable PRO or CMO rules.