1. 1. Acceptance and Authority
2. 2. Definitions
3. 3. Grant of Rights
4. 4. Ownership
5. 5. Artist Representations and Warranties
6. 6. Cover Songs, Samples, and Licenses
7. 7. Indemnification
8. 8. Prohibited Conduct: Artificial Streaming
9. 9. Fees and Royalties
10. 10. SoundExchange
11. 11. Payment of Royalties
12. 12. Release Requirements and Timing
13. 13. Term and Termination
14. 14. Takedowns and Third-Party Claims
15. 15. No Guarantee of Results
16. 16. Limitation of Liability
17. 17. Relationship of the Parties
18. 18. Electronic Acceptance and Records
19. 19. Changes to These Terms
20. 20. Governing Law and Disputes
21. 21. General Provisions
22. 22. Contact

1. Acceptance and Authority

1.1 This Agreement takes effect on the date the Artist first accepts it through the portal (the "Effective Date") and applies to every release the Artist submits to the Company while it remains in effect.

1.2 If you accept this Agreement on behalf of a band, group, or other entity, you represent and warrant that you are authorized to bind that band, group, or entity and each of its members, and that each member has consented to the terms of this Agreement.

1.3 You represent that you are at least eighteen (18) years of age and legally capable of entering into a binding contract.

2. Definitions

2.1 "Recordings" means the sound recordings, and any audiovisual recordings, that the Artist submits to the Company for distribution, in any format, together with any later replacements or corrections of them.

2.2 "Materials" means all artwork, photographs, videos, biographies, lyrics, liner notes, credits, metadata, and other content the Artist submits or makes available to the Company in connection with a release, together with the Artist's professional names, trademarks, logos, approved likenesses, and biographical information.

2.3 "Platforms" means digital service providers and online services that stream, sell, or otherwise make recordings available, including without limitation Spotify, Apple Music, Amazon Music, YouTube and YouTube Music, Meta platforms (Facebook and Instagram), TikTok, SoundCloud, Deezer, Tidal, Pandora, and any similar or successor services, wherever located.

2.4 "Distributor" means any third-party distribution or delivery service the Company uses to deliver Recordings to Platforms, currently Too Lost LLC ("Too Lost"), and any replacement or additional distributor the Company selects.

2.5 "Gross Receipts" means all amounts actually received by the Company, or credited to the Company's account with a Distributor or Platform, that are attributable to the exploitation of the Recordings and Materials under this Agreement.

2.6 "Net Receipts" means Gross Receipts less: (a) taxes withheld at source and any value-added, sales, or similar taxes; (b) currency-conversion and payment-processing charges; (c) refunds, chargebacks, and adjustments made by a Platform or Distributor; and (d) any penalties, fees, or costs described in Section 8.

2.7 "Term" has the meaning given in Section 13.

3. Grant of Rights

3.1 Distribution. The Artist grants the Company, during the Term and throughout the world, the exclusive right to distribute the Recordings by digital means, and the non-exclusive right to distribute them by any other means, including the right to: (a) reproduce, encode, store, and deliver the Recordings and Materials to Platforms; (b) authorize Platforms to reproduce, stream, transmit, sell, and otherwise make the Recordings available to the public, including through ad-supported, subscription, download, and user-generated-content services; (c) create, claim, and administer artist and label profiles, channels, and content-identification assets (including YouTube Content ID and similar systems on Meta and TikTok) for the Recordings; and (d) collect all revenue generated from the foregoing.

3.2 Marketing and Promotion. The Artist grants the Company the non-exclusive, worldwide right during the Term to use, reproduce, edit, excerpt, and publicly display the Recordings and Materials, including the Artist's names, approved likenesses, and biographical information, in any media now known or later developed, for the purpose of advertising, marketing, and promoting the Recordings, the Artist, and the Company, including on the Company's website, social media, smart-link pages, email, press materials, and paid advertising.

3.3 Metadata and Formats. The Company may edit, format, and supplement metadata, and create clips, previews, snippets, and other derivative formats of the Recordings and Materials as required by Platform specifications or for promotional use. The Company will not alter the musical content of a Recording without the Artist's approval.

3.4 Sublicensing. The Company may sublicense the rights granted in this Section to Distributors, Platforms, and service providers to the extent necessary to perform this Agreement.

3.5 Exclusivity Scope. The exclusivity in Section 3.1 applies only to the specific Recordings submitted under this Agreement. It does not restrict the Artist from recording, releasing, or distributing other recordings, and the Artist will not deliver the same Recordings to Platforms through any other distributor or label during the Term.

4. Ownership

4.1 The Artist retains all right, title, and interest, including all copyrights, in and to the Recordings and Materials. Nothing in this Agreement transfers ownership of any Recording, Material, composition, name, or trademark to the Company.

4.2 The Company retains all rights in its own names, trademarks, logos, systems, and any materials it creates independently of the Artist's Recordings and Materials.

5. Artist Representations and Warranties

The Artist represents, warrants, and covenants that, as of each submission and throughout the Term:

1. The Artist owns or controls one hundred percent (100%) of all rights in the Recordings and Materials, including the sound recordings, performances, artwork, and photographs, necessary to grant the rights in this Agreement, and no consent of any third party is required that has not been obtained in writing.
2. The Artist has obtained, and will maintain, all licenses, consents, and permissions required for the exploitation of the Recordings and Materials as contemplated by this Agreement, including the licenses described in Section 6.
3. The Recordings and Materials do not and will not infringe, misappropriate, or violate the copyright, trademark, right of publicity, right of privacy, or any other right of any person or entity, and do not contain defamatory, obscene, or unlawful content.
4. Every performer, producer, session musician, featured artist, and other contributor to the Recordings has been credited accurately and has consented to the Artist's grant of rights, and any compensation owed to those contributors is the Artist's sole responsibility.
5. The Artist is not bound by any recording, distribution, publishing, management, or other agreement that conflicts with this Agreement, and the Recordings are not currently distributed to Platforms by any other party.
6. All information the Artist provides, including track titles, credits, songwriter and publisher information, ISRC and UPC codes (if supplied), release dates, and payment details, is accurate and complete.
7. The Artist will comply with the content guidelines, metadata style guides, and terms of service of each Platform and Distributor, as communicated by the Company.

6. Cover Songs, Samples, and Licenses

6.1 Cover Songs. If any Recording embodies a musical composition that the Artist did not write, or did not write in its entirety, the Artist is solely responsible for securing, before submission and at the Artist's own expense, a valid mechanical license covering the reproduction and distribution of that composition in every territory in which the Recording will be distributed. For the United States this includes a compulsory license under Section 115 of the U.S. Copyright Act or a license obtained through a recognized licensing agent (for example, the Harry Fox Agency, Easy Song Licensing, or the Distributor's cover-song licensing service). Mechanical royalties for interactive streaming in the United States are administered through the Mechanical Licensing Collective; the Artist remains responsible for any territories or uses not covered by that blanket license.

6.2 Samples and Interpolations. The Artist will not submit any Recording that contains a sample, interpolation, replay, or other portion of a third-party sound recording or composition unless the Artist has obtained written clearance from every owner of that recording and composition before submission.

6.3 Proof of License. On request, the Artist will promptly provide the Company with copies of all licenses and clearances. The Company may decline to distribute, or may remove, any Recording for which satisfactory proof of license is not provided.

6.4 Publishing Royalties. This Agreement covers the Recordings only. The Company does not collect songwriter, publishing, performance-rights-organization, or mechanical royalties on the Artist's behalf, and the Artist is responsible for registering compositions with a performance rights organization (ASCAP, BMI, or SESAC), the Mechanical Licensing Collective, and any publishing administrator of the Artist's choosing.

7. Indemnification

7.1 The Artist will defend, indemnify, and hold harmless the Company and its officers, directors, employees, contractors, Distributors, and agents from and against any and all claims, demands, actions, losses, liabilities, damages, penalties, fines, settlements, costs, and expenses, including reasonable attorneys' fees and costs, arising out of or relating to: (a) any breach or alleged breach of the Artist's representations, warranties, or obligations under this Agreement; (b) any claim that the Recordings or Materials infringe or violate the rights of any third party, including any claim of copyright infringement or any claim relating to an unlicensed cover song, sample, or interpolation; (c) any claim by a contributor, band member, producer, or other person asserting an interest in the Recordings or Materials; or (d) the Artist's violation of Section 8 or of any law or Platform policy.

7.2 The Company will notify the Artist of any claim subject to indemnification and may participate in the defense with counsel of its choosing. The Artist will not settle any claim in a manner that admits fault by, or imposes obligations on, the Company without the Company's prior written consent.

7.3 The Company may withhold from any amounts otherwise payable to the Artist a reasonable reserve to cover any pending claim subject to this Section, and may apply amounts payable to the Artist against any loss, fee, or expense the Artist is obligated to reimburse.

8. Prohibited Conduct: Artificial Streaming

8.1 The Artist will not, and will not permit or engage any third party to, artificially inflate or manipulate the consumption, popularity, or revenue of the Recordings by any means, including: (a) bots, scripts, automated playback, or click farms; (b) purchasing streams, plays, views, followers, saves, downloads, or engagement; (c) stream farms, streaming groups, or coordinated play schemes; (d) paying for guaranteed playlist placement, guaranteed stream counts, or similar "promotion" services that promise a specific result; (e) creating or using fake, duplicate, or compromised accounts; (f) uploading silence, noise, or duplicate or near-duplicate content to accumulate plays; or (g) any other practice that a Platform or Distributor identifies as artificial streaming, fraud, or manipulation.

8.2 If the Company or any Platform or Distributor reasonably determines that conduct prohibited by Section 8.1 has occurred in connection with the Recordings, whether or not the Artist directed it, the Company may, without limiting any other remedy: (a) withhold, forfeit, or claw back royalties attributable to the affected activity or, where the affected activity cannot be isolated, to the affected release; (b) remove some or all of the Artist's Recordings from any or all Platforms; and (c) terminate this Agreement immediately on notice.

8.3 The Artist is responsible for, and will reimburse the Company on demand for, any and all fees, penalties, charges, chargebacks, withheld royalties, legal costs, and other costs assessed against or incurred by the Company or its Distributor as a result of prohibited conduct in connection with the Recordings, including any artificial-streaming charges assessed by a Platform such as Spotify. The Company may deduct these amounts from any royalties otherwise payable to the Artist under this Agreement or any other release.

9. Fees and Royalties

9.1 Company Fee. In consideration of the Company's management of distribution, delivery, profile administration, content identification, and royalty collection across all Platforms, the Company will retain twenty percent (20%) of Net Receipts (the "Company Fee").

9.2 Artist Share. The Company will pay, or cause to be paid, to the Artist eighty percent (80%) of Net Receipts (the "Artist Share"). The Artist Share is inclusive of all amounts owed to any band member, featured artist, producer, or other contributor, whom the Artist is solely responsible for paying unless the Artist and the Company agree in writing to a split arrangement under Section 11.3.

9.3 Scope. Sections 9.1 and 9.2 apply to all revenue from the Recordings collected under this Agreement, including streaming and download revenue from digital service providers, YouTube and YouTube Music (including Content ID and channel revenue on the Recordings), Meta platforms, TikTok, SoundCloud where the Company distributes or monetizes on the Artist's behalf, and, if the Artist opts in under Section 10, the sound-recording owner's share of SoundExchange royalties.

9.4 Accounting. Royalties are calculated on amounts actually received. Platforms and Distributors generally report and pay between forty-five (45) and ninety (90) days or more after the end of the month in which the activity occurred, and the Company is not responsible for delays, errors, or non-payment by any Platform or Distributor. The Company will make reporting available to the Artist through the Distributor's artist account, the Company's portal, or on written request.

9.5 Objections. Each statement or payment is binding on the Artist unless the Artist objects in writing, with specific reasons, within one (1) year after it is made available.

10. SoundExchange

10.1 SoundExchange collects digital performance royalties in the United States for the non-interactive streaming of sound recordings (for example, satellite radio and webcasting). By statute those royalties are allocated between the featured artist, the owner of the sound recording, and non-featured performers, and the featured-artist share is paid by SoundExchange directly to the registered featured artist.

10.2 Opt-In. If the Artist opts in, by indicating so on the Artist's portal profile or in writing, the Company will register the Recordings with SoundExchange, or with the Distributor's SoundExchange collection service, as administrator of the sound-recording owner's share and will collect that share on the Artist's behalf. Amounts collected under this Section are Gross Receipts subject to the Company Fee in Section 9.

10.3 Featured-Artist Share. Regardless of the Artist's election under Section 10.2, the Artist is responsible for registering directly with SoundExchange as a featured artist to receive the featured-artist share, which the Company does not collect and to which the Company Fee does not apply.

10.4 If the Artist does not opt in, the Company will not register or collect any SoundExchange royalties for the Recordings, and the Artist may register and collect all shares directly.

11. Payment of Royalties

11.1 Payment Through the Distributor. The Company's standard method of paying the Artist Share is through the Distributor's royalty-split function, which pays the Artist directly from the Distributor. To receive payment this way the Artist must create and maintain a free artist (collaborator) account with Too Lost, complete the Distributor's identity, tax, and payout setup, and provide the Company with the account email so the Company can assign the Artist Share. Payments are then made by the Distributor on its regular payment cycle and subject to its payout methods, minimum thresholds, and terms.

11.2 Direct Payment. Alternatively, the Artist may request direct payment from the Company by submitting the Company's direct-deposit form with valid bank information and a completed IRS Form W-9 (or Form W-8 for non-U.S. persons). Direct payments are made no less often than quarterly, within thirty (30) days after the end of each calendar quarter in which the Company receives the underlying revenue, provided the accrued Artist Share is at least fifty dollars ($50); smaller balances carry forward.

11.3 Splits. At the Artist's written request, and where the Distributor supports it, the Company may assign portions of the Artist Share to other named payees (for example, band members or producers). Each payee must maintain their own Distributor account. The Company has no liability for the allocation among payees, which is the Artist's sole responsibility.

11.4 Taxes. The Artist is responsible for all taxes on the Artist Share. The Company may withhold amounts required by law and may condition payment on receipt of valid tax documentation.

11.5 Offsets. The Company may deduct from any payment to the Artist any amount the Artist owes the Company under this Agreement, including under Sections 7 and 8.

12. Release Requirements and Timing

12.1 Before submitting a release, the Artist will confirm that the following are complete and final: the release title; the requested release date; final master audio files meeting Platform specifications; the track titles; complete and accurate credits; artwork meeting Platform specifications; and all other information requested in the portal.

12.2 Lead Time. The requested release date must be at least four (4) weeks after the date of submission. The Company will use reasonable efforts to meet the requested date but does not guarantee it, and may adjust the release date as needed to satisfy Platform lead times, licensing requirements, or scheduling. Requests to change a release after submission may delay the release and may not be possible after delivery to Platforms.

12.3 Review and Rejection. The Company may review each submission and may decline or delay distribution of any release that, in the Company's reasonable judgment, is incomplete, does not meet Platform requirements, presents a legal or licensing risk, or is otherwise unsuitable. The Company will notify the Artist of the reason.

12.4 Identifiers. Unless the Artist supplies its own, the Company or Distributor will assign ISRC and UPC codes to the Recordings and release. Those identifiers remain associated with the Recordings after termination.

13. Term and Termination

13.1 Term. This Agreement begins on the Effective Date and continues until terminated in accordance with this Section (the "Term").

13.2 Termination for Convenience. Either party may terminate this Agreement, in whole or as to any specific release, by giving the other party at least thirty (30) days' written notice by email.

13.3 Termination for Cause. The Company may terminate this Agreement immediately on written notice if the Artist breaches Sections 5, 6, or 8, or otherwise materially breaches this Agreement and fails to cure within ten (10) days after notice.

13.4 Effect of Termination. On termination, the Company will submit takedown requests for the affected Recordings to the Distributor and Platforms within a commercially reasonable time. Platforms may take thirty (30) days or longer to process removals, and the Company is not responsible for content that remains available during that period or that has been cached, downloaded, or embedded by users. The Company will continue to collect and account for revenue earned through the date of removal, and the Company Fee applies to all such revenue.

13.5 Survival. Sections 2, 4, 5, 6, 7, 8.3, 9, 11, 13.4, 13.5, 14 through 21 survive termination, and the Company's marketing rights under Section 3.2 survive for existing marketing materials and historical references to the Artist's releases on the Company's roster.

14. Takedowns and Third-Party Claims

14.1 The Company may remove or disable access to any Recording or Material, in whole or in part, at any time if it receives a takedown notice, infringement claim, or policy complaint from a Platform, Distributor, or third party, if it reasonably believes the Recording or Material violates this Agreement or any law or Platform policy, or if a Platform or Distributor requires removal. The Company will notify the Artist of any such removal.

14.2 The Artist will cooperate with the Company in responding to any claim and will provide all documentation the Company reasonably requests.

15. No Guarantee of Results

The Company does not guarantee that any Recording will be accepted by any Platform, placed on any playlist, featured, promoted, or achieve any level of streams, sales, or revenue. Any estimates or projections the Company provides are for information only.

16. Limitation of Liability

16.1 To the fullest extent permitted by law, the Company will not be liable to the Artist for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, or loss of goodwill, arising out of or relating to this Agreement, even if advised of the possibility of such damages.

16.2 The Company's total aggregate liability to the Artist arising out of or relating to this Agreement will not exceed the total Company Fee actually retained by the Company from the Artist's Net Receipts during the twelve (12) months immediately preceding the event giving rise to the claim.

16.3 The Company is not liable for any act, omission, delay, error, outage, policy change, or non-payment of any Platform or Distributor.

17. Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, fiduciary, or general agency relationship. The Company is not the Artist's manager, booking agent, publisher, or legal or financial advisor, and the Company's authority is limited to the rights expressly granted in this Agreement.

18. Electronic Acceptance and Records

18.1 The Artist agrees that checking the acceptance boxes and clicking "Submit" in the portal constitutes the Artist's electronic signature and acceptance of this Agreement, with the same legal effect as a handwritten signature, in accordance with the U.S. Electronic Signatures in Global and National Commerce Act and the Florida Uniform Electronic Transaction Act (Fla. Stat. § 668.50).

18.2 The Company will record the date and time of acceptance, the version of this Agreement accepted, the account or access credential used, and related technical information, and that record will be conclusive evidence of the Artist's acceptance absent manifest error.

18.3 The Artist consents to receive notices, statements, and other communications under this Agreement electronically, at the email address associated with the Artist's portal account.

19. Changes to These Terms

The Company may revise this Agreement from time to time. Each revision will carry a new version number and effective date. The Company will make the current version available in the portal and will require acceptance of the current version on the Artist's next release submission. Revisions do not apply retroactively to Company Fees already accrued on prior releases unless the Artist accepts them.

20. Governing Law and Disputes

20.1 This Agreement is governed by the laws of the State of Florida and the federal laws of the United States, without regard to conflict-of-laws principles.

20.2 Before beginning any formal proceeding, the parties will attempt in good faith to resolve any dispute by direct discussion for at least thirty (30) days after one party notifies the other in writing of the dispute.

20.3 Any dispute not resolved informally will be brought exclusively in the state or federal courts located in Palm Beach County, Florida, and each party consents to the personal jurisdiction and venue of those courts. Each party waives any right to a jury trial to the fullest extent permitted by law.

20.4 In any action to enforce this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.

21. General Provisions

21.1 Entire Agreement. This Agreement, together with any written split, direct-deposit, or release-specific terms the parties both accept, is the entire agreement between the parties regarding its subject matter and supersedes all prior discussions and understandings.

21.2 Assignment. The Artist may not assign this Agreement without the Company's written consent. The Company may assign this Agreement to a successor or affiliate, and may delegate performance to Distributors and service providers.

21.3 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder of this Agreement will continue in effect.

21.4 Waiver. A party's failure to enforce any provision is not a waiver of that provision or of any later breach.

21.5 Notices. Notices to the Company must be sent by email to the address in Section 22. Notices to the Artist will be sent to the email address on the Artist's portal account. Notices are effective when sent, unless the sender receives a delivery failure.

21.6 Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including Platform or Distributor outages and policy changes.

21.7 Headings. Headings are for convenience only and do not affect interpretation.

22. Contact

27 Productions Inc.
Delray Beach, Florida, USA
Email: blake@blakeian.com