As used in this Agreement, the following terms have the meanings set forth below:
Subject to the terms of this Agreement and the tier selected by Writer at the time of publishing opt-in, Writer hereby grants to Publisher the rights described in this Section with respect to each Composition registered under this Agreement.
| Tier | Publisher's Share Retained | Rights Granted |
|---|---|---|
| Publishing Admin | 15% | Publisher administers PRO registration and royalty collection only. No co-ownership of copyright is transferred. Publisher acts as an administrative representative. |
| Co-Publishing | 25% | Publisher shares co-ownership of the Publisher's Share of the Composition. Publisher may sub-publish, license mechanicals, and collect all Publisher's Share income in the Territory. |
| Sync Pitching | 35% | All Co-Publishing rights, plus Publisher actively pitches Compositions for synchronization licensing in film, television, advertising, and other media. The higher Publisher's Share reflects the active licensing effort and marketing investment. |
In each case, Publisher's rights are limited to the Publisher's Share percentage specified above. All rights not expressly granted to Publisher herein are reserved by Writer.
By way of illustration: if a Composition generates $100.00 in total performance royalties, the PRO will typically split this as $50.00 Writer's Share and $50.00 Publisher's Share. Writer receives the full $50.00 Writer's Share directly from the PRO. Of the $50.00 Publisher's Share received by Publisher, Writer is entitled to the difference between the Publisher's Share and Publisher's retained percentage under the applicable tier, as follows:
Nothing in this Agreement shall be construed to reduce Writer's direct songwriter royalties received from any PRO or mechanical rights organization.
The initial term of this Agreement shall be three (3) years from the date on which the first Composition is registered under this Agreement (the "Initial Term"). Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (each a "Renewal Term") unless either party provides written notice of non-renewal to the other party at least sixty (60) days prior to the expiration of the then-current term.
Written notice of non-renewal may be delivered by email to legal@nuwavmedia.com (from Publisher to Writer) or via the account termination process described in the Soniq Terms of Service (from Writer to Publisher).
The Term applies to this Agreement as a whole. Individual Compositions registered during the Term remain subject to this Agreement for the duration of the applicable Term in which they were registered, unless otherwise agreed in writing.
The rights granted to Publisher under this Agreement apply worldwide, including all countries, territories, and possessions now existing or hereafter coming into existence. Publisher shall use commercially reasonable efforts to register Compositions and collect Royalties in all significant markets in the Territory.
Publisher shall maintain accurate books and records relating to all Royalties received with respect to each Composition registered under this Agreement.
Upon receipt of complete and accurate song metadata from Writer (including title, all writer names and PRO affiliations, ISRC if available, and tier selection), Publisher shall register each Composition with the applicable PRO(s) and any relevant mechanical rights organizations within thirty (30) business days.
"Complete song metadata" means all information required by the relevant PRO for a valid work registration. Publisher shall notify Writer if submitted metadata is incomplete and shall have no obligation to register until complete metadata is received.
Publisher shall provide Writer with confirmation of each successful registration, including the assigned work registration number, within ten (10) business days of registration.
Writer represents, warrants, and covenants to Publisher that, with respect to each Composition registered hereunder:
Writer shall indemnify, defend, and hold harmless Publisher and its members, managers, and agents from and against any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from any breach of Writer's representations and warranties hereunder.
Notwithstanding any other provision of this Agreement, all rights in a Composition shall automatically revert to Writer upon the occurrence of either of the following:
Reversion under this Section is Writer's sole and exclusive remedy for Publisher's failure to perform the specific obligations described above, and shall not constitute a waiver of any other rights or remedies available to Writer at law or in equity.
To trigger reversion, Writer must provide Publisher with written notice of the alleged failure. Publisher shall have thirty (30) days from receipt of such notice to cure the failure before reversion becomes effective.
By checking the publishing opt-in checkbox and submitting your song registration through the Soniq platform, you acknowledge and agree that such action constitutes your valid electronic signature to this Agreement, legally equivalent to a handwritten signature, in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.) and applicable state electronic signature laws.
You further acknowledge that you have had the opportunity to review this Agreement in full prior to signing, that you understand its terms, and that you are entering into it voluntarily.
As evidence of your electronic consent, the following data points are recorded and retained by Publisher at the time of your agreement:
These records are retained for the duration of this Agreement plus seven (7) years and may be used as evidence of your consent in any legal proceeding.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice of law or conflict of law provision or rule. Any dispute arising under or related to this Agreement that cannot be resolved by the parties through good-faith negotiation within thirty (30) days shall be resolved by binding arbitration under the rules of the American Arbitration Association, with proceedings to be conducted in California.
Nothing in this Section shall limit either party's right to seek emergency injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.
This Agreement, together with Soniq's Terms of Service and Privacy Policy, constitutes the entire agreement between Writer and Publisher with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements, whether oral or written, relating to the publishing administration and/or co-publishing of Compositions through the Soniq platform.
This Agreement may not be modified except by a written instrument signed by authorized representatives of both parties, or by Publisher updating the Agreement and providing Writer with thirty (30) days' written notice, during which period Writer may terminate by written notice without penalty.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.
The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of that party's right to enforce such provision in the future.
Publisher Contact — Nu Wav Media LLC
Alvin Dean Warren, Managing Member
Email: legal@nuwavmedia.com
Platform: soniq.app