Artist Agreement

The Indigo Service

“Indigo” is a direct-to-fan engagement and monetization platform that enables recording artists to make exclusive content available for streaming within a gamified community environment, and to interact and engage with fans, monetize content and benefits at their discretion, and use AI-driven analytics to measure fan participation and economic activity (collectively, the “Service”).

Eligibility to Participate

This opt-in agreement for the Service (“Agreement”) is only available to artists who are not signed to a third-party record label and/or publisher for the content supplied to the Service. Artist must control all rights to all content that Artist supplies pursuant to this Agreement (including but not limited to the sound recordings, underlying musical compositions, and name and likeness rights), either individually or through an entity fully owned or controlled by Artist. Artist may not include any content on the Service where any rights in the content are owned, controlled, or administered by a third-party record label, music publisher, or other entity not fully owned or controlled by Artist.

Accordingly, as a condition of entering into this Agreement, Artist warrants and represents that:

Artist is not signed to a record label (unless Artist owns or controls such label);

Artist is not signed to a music publisher (unless Artist owns or controls such publisher);

Artist will only post recordings of songs written by and/or owned or controlled by Artist;

Artist will only post recordings owned or controlled by Artist and on which Artist is a featured performer; and

No consents, waivers, authorizations, or documentation are required from any third party for Artist’s participation in the Service or for the rights granted to Indigo in this Agreement.

Notwithstanding the foregoing, to the extent any such third-party rights, consents or payments are or become necessary, Artist will immediately inform Indigo, who will have the right to take down any impacted content, and Artist will be fully responsible for obtaining any necessary consents and/or paying any costs resulting from Artist’s supply and/or use of any such content on the Service, as further set out in this Agreement.

Please click “I Agree” to acknowledge that Artist and the content to be supplied to the Service hereunder meet the above eligibility requirements.

Additional Terms of Service

In addition to the terms of this Agreement, as a condition of access to the Service, Artist must also comply with Indigo’s “Terms of Service” and “Privacy Policy” (collectively the “Terms of Service”) which are available at indigoapp.live and may be updated by Indigo from time to time. In addition to Indigo’s takedown rights set out in this Agreement, Indigo will also have the right to immediately terminate this Agreement and remove any related Artist account(s) for material violations of the Terms of Service as determined by Indigo in its sole discretion.

Please click “I Agree” to indicate that you will review and comply with the above linked Terms of Service.

Artist Agreement

This artist agreement (the “Agreement”) is between Indigo Systems, Inc. located at 425 1st St., #2406, San Francisco, CA 94105 (“Indigo”) and Artist (as defined below). This Agreement sets forth the terms under which Indigo will provide Artist access to the Service (as defined below). This Agreement is effective as of the date on which Artist clicks to opt into this Agreement (the “Effective Date”).

Please indicate whether you are entering into this Agreement as an individual artist or through an entity owned or controlled by you by choosing one of the options below and filling in the applicable names and addresses.

Click here if you are entering into this Agreement as an individual artist.

[Artist Legal Name] is an individual professionally known as “[Stage Name]” with offices at [Artist Address] (“Artist”).

Click here if you are entering into this Agreement using a loanout company. Please note that you must sign as both an individual artist and an authorized representative of the loanout company.

[Lender Name] with offices at [Lender Address] (“Lender”) is entering into this Agreement on behalf of itself and [Artist Legal Name], an individual professionally known as “[Stage Name]” (“Artist”).

Notwithstanding that the terms of this Agreement are drafted in the form of an agreement between Indigo and Artist, it is understood and agreed that Lender, as the employer of Artist, is furnishing the services of Artist to Indigo hereunder in accordance with the terms below.

Lender and Artist hereby agree as follows: (a) Lender will cause Artist to render the services and to comply with the terms and conditions hereof; (b) Lender grants to Indigo the benefits of all warranties, representations, and indemnities, and all other rights which are granted to Indigo by Artist hereunder, and Lender, on Lender’s own behalf, hereby confirms and joins in all grants, representations, warranties and agreements made by Artist hereunder; (c) Lender and Artist will be jointly and severally liable for Artist’s default or failure to comply with Artist’s obligations, representations, and warranties hereunder; (d) all sums payable to Artist hereunder will be paid to Lender, and Artist will look solely to Lender for any compensation to which Artist may be entitled hereunder; (e) Lender will assume full responsibility for, and fully indemnify and hold Indigo harmless from and against, the payment of all taxes, penalties and other similar sums arising out of the compensation provided for hereunder; and (f) references in this Agreement to “Artist” will be deemed also to include, refer to, and apply to “Lender” (where applicable). Lender and Artist represent and warrant that Artist is under a written contract of employment with Lender for a term extending through the term of this Agreement, which contract gives Lender the right to furnish the services of Artist to Indigo as herein provided and grant the rights as herein granted.

Click here if you are entering into this Agreement with or on behalf of an entity that you fully own or control and to which you have assigned some or all of the rights licensed by you in this Agreement (e.g., a record label you created to hold the rights to your music). By choosing this option, you represent that you directly own or control the entity(ies) you list below and have full authority to bind such entity(ies) to the terms of this Agreement. Please note that you must sign as both an individual artist and an authorized representative of the named entity(ies).

[Artist Legal Name], an individual professionally known as “[Stage Name]” (“Artist”)

[Entity Name] with offices at [Entity Address] (“Licensor”)

Notwithstanding that the terms of this Agreement are drafted in the form of an agreement between Indigo and Artist, it is understood and agreed that references in this Agreement to “Artist” will be deemed also to include, refer to, and apply to “Licensor” (where applicable). Licensor and Artist will be jointly and severally liable in connection with this Agreement, and Licensor joins in all grants, representations, warranties and indemnities made therein. Artist and Licensor agree that all sums payable under this Agreement will be paid to Artist, and Licensor will look solely to Artist for any compensation to which it may be entitled hereunder.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Indigo Services & Obligations:

(a) Service Definition. Indigo operates a direct-to-fan engagement and monetization platform that enables recording artists to make exclusive content available to fans for on-demand streaming within a gamified community environment, and to interact with fans, monetize content and benefits, and use AI-driven analytics to measure fan participation and economic activity (collectively, the “Service”).

(b) Service Offering. During the Term, and solely in such countries of the Territory as Indigo selects in its sole discretion, Indigo will:

(i) operate the Service;

(ii) manage user purchases and payments, and manage accounting in connection therewith as set forth in this Agreement;

(iii) provide all uploading, hosting (on secure servers with restricted access), infrastructure and other functionality necessary to support the Service, including for the streaming of Artist Content from the Service; and

(iv) provide Artist with functionality for Artist to upload to the Service, or otherwise deliver, and manage Artist Content to be made available on the Service and to provide User Benefits to users of the Service.

(c) Account Services. During the Term, Indigo may, in its discretion:

(i) consult with Artist on the selection and promotion of Artist Recordings and other Artist Content on the Service and otherwise collaborate with Artist to onboard Artist Content to the Service;

(ii) promote the Service; and

(iii) enter and manage metadata and upload and manage files in cooperation with Artist, provided that Artist will deliver to Indigo all relevant Metadata and Other Materials as required under this Agreement.

2. Artist Services & Content:

(a) Artist Content Availability and Updates. Artist will make commercially reasonable efforts during the Term to do the following (although failure to do so will not be deemed a material breach of this Agreement):

(i) upload, update, and manage Artist Content (defined below) on the Service and provide users with access to special and/or exclusive benefits (collectively, “User Benefits”) via the Service; and

(ii) market and promote the availability of Artist Content and User Benefits on the Service.

(b) Delivery of Artist Content. During the Term, Artist may make available to Indigo content that is owned or controlled in full by Artist as set forth in Sections 2(b)(i)-(v) below (collectively referred to herein as “Artist Content”) for non-exclusive use on the Service. All Artist Content uploaded to the Service or otherwise delivered to Indigo by or on behalf of Artist will be deemed approved by Artist for all purposes under this Agreement.

(i) Audio Recordings: Audio-only sound recordings embodying musical compositions on which Artist is a featured performer (collectively, “Artist Recordings”), and audio-only sound recordings without music or with incidental music (e.g., interviews) (collectively, “Non-Music Recordings”).

(ii) Video Recordings: Audiovisual content related to Artist (e.g., live performance footage, interviews, behind-the-scenes footage) (collectively, “Artist Videos”).

(iii) Live Streams: Real-time transmissions of audio-only or audiovisual live performances via streaming (collectively, “Live Streams”).

(iv) Other Materials: Any other materials provided or selected by or on behalf of Artist for use on or in connection with the Service (collectively, “Other Materials”) including:

Album Artwork: front-cover artwork (or other artwork furnished by Artist), graphics, images and textual materials (including liner notes) associated with an Artist Recording and/or any album containing such Artist Recording (collectively, “Artwork”);

Lyrics/Metadata: for each Artist Recording, the lyrics which are embodied therein and the metadata set out in Subsection 2(b)(v) below (“Metadata”);

Logos/Marks: logos, brands, trade names, trademarks, service marks or other proprietary designations of Artist and any Personnel;

Artist Information/Likeness: biographical information, names, images, and likenesses for Artist and Personnel;

Platform Communications: all communications made through Artist’s account on the Service including but not limited to public posts, chat room messaging, and direct messages sent to users on the Service; and

(v) Metadata. For each musical sound recording embedded in Artist Content, Artist will provide the following Metadata for such recording:

Required Fields

Content type (e.g., Artist Recording, Artist Video)

Title of video in which music is embedded (if applicable)

Sound recording title

ISRC for sound recording

Name of artist(s) performing on sound recording (i.e., featured artist(s))

Conditional Fields (provided only to the extent applicable and available to Artist)

Album title

Sound recording version

Sound recording commercial release date

Producer name(s)

Distributor name(s)

ISWC for underlying musical composition

Name of songwriter(s) of underlying musical composition

Any unique identifiers for, or associated with, the sound recording, musical composition, or their creators/distributors (ISNI, IPI, etc.)

(c) Delivery Format/Quality. Artist will make commercially reasonable efforts to deliver all Artist Content to Indigo in the same formats and no less than the same quality levels as are generally delivered to any other commercial digital distributor. Without limiting the foregoing, Artist will make commercially reasonable efforts to deliver all Artist Content to Indigo in the highest quality digital formats available and in accordance with all delivery and metadata specifications provided by Indigo, except to the extent otherwise mutually agreed between the parties.

(d) Artist Content Availability/Pricing. Subject to the Terms of Service and the terms of this Agreement, including Indigo’s takedown rights in Section 5(b), Artist will have full discretion over the inclusion and removal of Artist Content on the Service, whether to monetize such Artist Content, and the price points and rules pursuant to which Artist offers Artist Content and User Benefits on the Service. Artist may modify or update such pricing at any time and such pricing changes will apply prospectively. Indigo will not provide functionality that allows end users of the Service to download or otherwise access Artist Content outside of the Service.

(e) Artist Content Rights. As between Artist and Indigo, Artist will be responsible for obtaining, retaining and administering any and all licenses, rights, authorizations, permissions, waivers, and consents that may be required from, and paying any and all associated royalties and other amounts that may be owed to, any and all third parties necessary in connection with the exploitation of Artist Content and/or User Benefits as authorized by this Agreement, including any and all rights in or to musical compositions embodied in the Artist Content licensed hereunder, including mechanical, public performance, synchronization, making available, communication to the public, or other publishing-related rights (such musical composition rights collectively, “Publishing Rights”). Artist will immediately notify Indigo if it becomes aware that any required third-party consent, clearance, authorization or payment is missing, invalid or insufficient, and Indigo may remove or suspend the affected Artist Content or User Benefit in accordance with Section 5(b). In the event that Indigo is required or elects to pay any amounts to third parties in connection with the exploitation of any rights via the Service hereunder (which Indigo is not obligated to do), then Indigo may deduct any such amounts paid or payable from Royalties or other amounts payable to Artist under this Agreement as further set out in Section 6 below. Artist’s obligations under this section include without limitation:

(i) Artist Content: obtaining all rights, consents, waivers, approvals and permissions from, and paying all royalties or other amounts payable to, artists, producers, songwriters, composers, directors, photographers, graphic artists, mixers, engineers and any and all other persons (including Personnel) and entities required for all use and exploitation of all Artist Content as permitted by this Agreement; and

(ii) Guilds, Unions and Collectives: complying with all obligations and paying any and all amounts that may be required pursuant to any and all collective bargaining agreements applicable to Artist and/or any Personnel, or that may be otherwise payable to any applicable union or guild, and making any and all payments required to be made to any applicable governmental authority and/or collective, or similar body, including pursuant to any agreement, tariff or law relating to performer’s rights, artist performance rights (including non-featured performers), neighboring rights and/or rights of equitable remuneration, however characterized, as a result of the exploitation or other use of Artist Content as permitted under this Agreement.

3. Term & Territory:

(a) Term. The “Term” of this Agreement will begin on the Effective Date and continue until either party terminates this Agreement on 30 days’ prior written notice.

(b) Territory. The “Territory” of this Agreement will be worldwide, provided that Indigo will have the sole discretion to determine in which countries of the Territory it will make available the Service. The Service will initially be available in the United States.

4. Rights Granted:

(a) Grant of Rights. Artist hereby grants to Indigo the right and license, but not the obligation, throughout the Territory during the Term to:

(i) stream Artist Content to users within the Service (and to create and stream promotional clips thereof);

(ii) reproduce and display Artist Content via the Service including alongside still or moving images; and

(iii) host, store, reproduce, synchronize, and otherwise use and exploit Artist Content as reasonably necessary for Indigo to operate the Service, to market, promote and publicize the Service (including but not limited to homepage features, social media, press materials, app store listings, product demonstrations, and investor presentations), and to otherwise exercise its rights and perform its obligations under this Agreement.

(b) Exclusivity. The foregoing grant of rights will be on a non-exclusive basis.

(c) Ownership of Artist Content. As between the parties, Artist exclusively owns all right, title and interest (including all intellectual property rights) in and to all Artist Content subject only to the license granted under this Agreement, and no ownership interest in any of the foregoing is being transferred to Indigo by virtue of this Agreement. Except as specifically granted in this Agreement, all rights in the Artist Content are hereby reserved to Artist.

5. Additional Rights:

(a) Third-Party Contractors. Artist acknowledges that Indigo may use third-party contractors, affiliates, subsidiaries and/or other designees (collectively, “Contractors”) to exercise its rights and/or perform its obligations under this Agreement, provided that Indigo will remain responsible under this Agreement for each Contractor’s exercise of such rights and/or performance of such obligations.

(b) Content Removal. Indigo will have the right to remove or exclude specific Artist Content from the Service at any time in its discretion, including without limitation in the event that Indigo reasonably believes it does not have sufficient rights to include such Artist Content on the Service or to the extent Artist Content violates the Terms of Service.

(c) Metadata Preparation, Corrections, Supplements and Reporting. Indigo will have the right to: (i) create, edit or modify Metadata to fill gaps or correct errors; (ii) add additional categories of information to Metadata, such as genres and biographical information, and use such corrected and/or created Metadata in connection with the applicable Artist Content in any and all media throughout the Term and the Territory; and (iii) report Metadata and/or other information that Artist provides to Indigo to performing rights societies, the Mechanical Licensing Collective (the “MLC”) and any other rightsholders or administrators to comply with the requirements of the blanket mechanical license in 17 U.S.C. § 115, any other applicable licenses, or otherwise as necessary in Indigo’s reasonable judgment in connection with Indigo’s rights and obligations hereunder (including with respect to Publishing Rights).

(d) Service Ownership. For the avoidance of doubt, as between the parties, Indigo exclusively owns all right, title and interest (including intellectual property rights) in and relating to the Service, including without limitation Indigo’s name and trademarks and any and all user and other data generated in connection with the Service, and no ownership interest in any of the foregoing is being transferred to Artist or any other party by virtue of this Agreement.

(e) Rights from Other Sources. For the avoidance of doubt, nothing in this Agreement will prohibit Indigo from exploiting or otherwise using any Artist Content or any information, images or other materials relating to Artist Content and/or any Personnel that Indigo has obtained from other sources and/or for which it would not otherwise need consent from Artist to use, display or otherwise exploit under applicable law, including pursuant to any applicable statutory licenses or collective licensing arrangements.

6. Artist Royalties:

In consideration of all services provided by Artist hereunder and all rights granted to Indigo by Artist hereunder, including in all Artist Content, Indigo will credit to Artist’s account the Artist’s share of Gross Revenues as set out in Sections 6(a)-(c) below (“Royalties”) with respect to each applicable accounting period during the Term. The Royalties will be accounted and paid on a quarterly basis as further set forth in Section 7 (Accounting & Payment). Artist acknowledges that the Service may generate no Gross Revenues or Royalties.

(a) Where All Rights Licensed from Artist. To the extent Indigo relies on the rights granted by Artist in this Agreement for all rights required to include the Artist Content on the Service, then Indigo will credit Artist’s account with 70% of Gross Revenues (as defined below).

(b) Where Publishing Rights Licensed With CMO(s). To the extent Indigo pays any amounts to any collective management organization (“CMO”) (e.g., the MLC, PROs, etc.) in connection with Publishing Rights (which Indigo is not obligated to do pursuant to this Agreement), then Indigo may deduct any such amounts paid or payable for such Publishing Rights from Artist’s Royalties in Section 6(a).

(c) Gross Revenues Definition. “Gross Revenues” means, with respect to the applicable accounting period during the Term, all amounts paid by end users in “indicoins” (as such currency is defined below) in consideration for Artist Content and User Benefits offered by Artist via the Service including but not limited to amounts paid to Artist as fees, tips, and/or gifts, less (to the extent applicable): (i) sales or comparable taxes collected by Indigo, (ii) end user payments that are reversed or refunded, and (iii) fees charged or retained by third-party app stores and/or payment processors in connection with the purchase of such indicoins.

7. Accounting & Payment:

(a) Payments. Subject to Artist providing all required tax documents to, completing any required identity verification process with, and linking a valid bank account with, Indigo or its payment processor, Indigo will pay to Artist the Royalties due, if any, after deducting any taxes or other amounts that Indigo is required to withhold pursuant to any applicable law, within 45 days following the end of the applicable calendar quarter, provided the Royalties due to Artist are equal to or greater than Twenty-Five U.S. Dollars ($25) (the “Minimum Amount”). Where the balance due to Artist falls below the Minimum Amount, such balance will roll over to successive accounting periods until such time as the Minimum Amount is reached, at which time Indigo will make payment to Artist in accordance with this provision. Amounts payable under this Agreement will be made via deposit to the bank account Artist links to its Service account or to its account with Indigo’s payment provider, as indicated by Indigo.

(b) Accounting Statements. Within 45 days following the end of each calendar quarter during the Term, Indigo will provide to Artist an accounting statement covering the Royalties payable hereunder with respect to each month within the applicable calendar quarter. Each accounting statement will be delivered in electronic format as mutually agreed by the parties.

(c) Currency. “indicoins” are the official currency of the Service as further described in Indigo’s Terms of Service. All payments to Artist by end users of the Service in consideration for Artist Content and User Benefits will be made using indicoins and Gross Revenues and Royalties will be calculated in indicoins. For the purpose of paying out Royalties to Artist hereunder, indicoins will be converted to and paid out in U.S. Dollars pursuant to a conversion methodology notified to Artist by Indigo and consistently applied across artists using the Service.

(d) Payment Processing Vendor. Notwithstanding anything to the contrary herein, Artist will be responsible for paying any payment processing fees charged by Indigo’s payment vendor in relation to the payment of Artist’s Royalties hereunder. All Artist payments processed through Indigo’s payment vendor will be made in accordance with the terms of service applicable to such vendor, including its identity verification process.

8. No Other Fees; Taxes:

(a) No Other Fees. Other than the amounts expressly set forth in this Agreement, no additional fees, amounts or consideration of any kind or nature will be owed by or on behalf of Indigo, directly or indirectly, in connection with the use of any Artist Content in connection with the Service, the provision of User Benefits via the Service, or the exercise of the rights granted to Indigo in this Agreement. No Royalties will be accrued to Artist’s account hereunder, and no reporting or accounting will apply, in respect of any uses or other exploitations of Artist Content for demonstration or training purposes and/or in connection with user accounts established by or on behalf of Indigo or Artist for reasonable business purposes.

(b) Taxes. Each party will be responsible for collecting and remitting any and all taxes, duties and customs, however designated, levied or based in any way anywhere in the Territory upon the sale or resale of any products or provision of services by such party, including without limitation all sales, use, excise, purchase, value added, operational, consumption, digital service or similar taxes due with respect to (or incurred in connection with) the sale or license of such party’s goods or services to its customers. Except as expressly set forth in this Agreement, neither party will be liable for any taxes, duties, levies, fees, excises or tariffs incurred in connection with or related to the sale of the other party’s goods or services. Notwithstanding the foregoing or anything elsewhere in this Agreement, any and all monies to be accrued to Artist’s account hereunder or that may otherwise be payable to or on behalf of Artist hereunder will be reduced by all applicable taxes properly due and paid or payable by or on behalf of Indigo, directly or indirectly (including any of its affiliates and Contractors), under applicable law to taxing authorities with appropriate jurisdiction. Neither Artist nor any of its affiliates will be entitled to a gross-up or indemnification with respect to any amounts required to be withheld by or on behalf of Indigo under applicable law.

9. Representations, Warranties and Covenants:

(a) By Both Parties: As of the Effective Date and during the Term, each party represents, warrants and covenants that: (i) it has the full right and power to enter into and fully perform this Agreement in accordance with its terms; and (ii) its execution and performance of this Agreement will not violate any third-party rights, the provisions of any agreement to which it is a party, or any applicable law.

(b) By Artist. As of the Effective Date and during the Term, Artist represents, warrants and covenants that: (i) Artist will comply with all applicable laws and the regulations and rules of any guilds, unions or other collectives in the performance of its obligations and use of the Service under this Agreement; (ii) Artist is not signed to or affiliated with a record label or music publisher that Artist does not own or control in full; (iii) Artist will only make available Artist Recordings on which Artist is a featured performer; (iv) Artist will only make available recordings of musical compositions written by and/or controlled in full by Artist; (v) the Artist Content and User Benefits, as well as any and all other materials provided by or on behalf of Artist to or on behalf of Indigo pursuant to this Agreement, and the use and provision thereof by and on behalf of Indigo in accordance with this Agreement, will not violate any law or infringe or violate any proprietary, intellectual property, contract or other rights of any other person or entity, including without limitation copyrights, trademark rights, performer’s rights, rights of publicity and privacy, and any rights of exclusivity, including any Publishing Rights; (vi) Artist has full authority to act, in accordance with this Agreement, on behalf of any and all performing and/or recording artists, songwriters, composers, producers, engineers, mixers, remixers and all other persons and entities featured on, performing on, contributing to the recording and production of, or otherwise associated with the Artist Content concerned (collectively, “Personnel”), and any and all other persons and entities owning or controlling any right, title or interest in and to any Artist Content; (vii) Artist owns or controls all rights necessary to make the grants of rights and licenses herein, and the exercise of such rights and licenses by or on behalf of Indigo, its affiliates and Contractors will not violate or infringe the rights of any third party; (viii) no consents, waivers, authorizations, or documentation are required from any third party for Artist’s participation in the Service or for the rights granted to Indigo in this Agreement; (ix) Artist will be solely responsible for the payment of royalties and other amounts to any and all recording artists, Personnel, and any other third parties who are entitled to a royalty or other payment in connection with the permitted exploitation of Artist Content hereunder; and (x) without limiting the generality of the foregoing, Artist has obtained, and during the Term will maintain, all rights, licenses, permissions, clearances, waivers and/or approvals necessary from each person or entity (including without limitation any Personnel) that owns or controls any interest in and to the corresponding Artist Content necessary to make the uses permitted under this Agreement, free of all claims and demands whatsoever, known or unknown, in law or equity.

(c) By Indigo. As of the Effective Date and during the Term, Indigo represents, warrants and covenants that, except with respect to any obligations which are expressly Artist’s responsibility pursuant to this Agreement, including pursuant to Section 9(b) above, Indigo will comply with all applicable laws in the performance of its obligations under this Agreement.

10. Indemnification:

(a) By Artist. Artist agrees to defend, indemnify and hold harmless Indigo, its subsidiaries, affiliates, successors, licensees, agents, contractors (including Contractors), attorneys and assigns, and the officers, directors, shareholders, contractors, members and employees of the foregoing (collectively, “Indigo Parties”), from and against any and all liabilities, damages, awards, settlements, losses, claims, suits, proceedings, assertions and expenses, including without limitation court costs and reasonable third-party legal fees (collectively, “Losses”), due to any claim, suit, proceeding, or assertion by a third party: (i) based on facts that, if true, would constitute a breach by Artist of this Agreement, including any warranty, representation, agreement or covenant made in this Agreement by Artist; or (ii) arising from or related to the rights and authorizations granted to Indigo in this Agreement, the exercise thereof, and/or the offering or provision of any User Benefits via or in connection with the Service.

(b) By Indigo. Indigo agrees to defend, indemnify and hold harmless Artist, its subsidiaries, affiliates, successors, licensees, agents, attorneys and assigns, and the officers, directors, shareholders, contractors, members and employees of the foregoing, from and against any and all Losses due to any claim, suit, proceeding, or assertion by a third party based on facts that, if true, would constitute a breach by Indigo of this Agreement, including any warranty, representation, agreement or covenant made in this Agreement by Indigo.

(c) Indemnification Procedure. The persons and entities entitled to be indemnified under Sections 10(a) and 10(b), above (individually and collectively, “Indemnitee”) will: (i) promptly inform the indemnifying party under such sections (“Indemnitor”) of each claim, suit or proceeding with respect to which it seeks indemnity, (ii) furnish to the Indemnitor a copy of each communication, notice or other action related to such claim, suit or proceeding, and (iii) give the Indemnitor the authority, information and reasonable assistance necessary to settle or litigate such claim, suit or proceeding, using counsel selected by the Indemnitor (provided, however, that the Indemnitee will have the opportunity to participate in the defense of such suit or proceeding with counsel of its choice, at the Indemnitee’s sole cost). Any settlement of any such claim, suit or proceeding by the Indemnitor that imposes any requirements on the Indemnitee, or which involves agreements other than the payment of money by the Indemnitor and receipt of a full release for the benefit of the Indemnitor and the Indemnitee, will be subject to the Indemnitee’s written consent.

(d) Offset: Without waiving any right or remedy available to Indigo and notwithstanding anything to the contrary, if any claim is made for which Artist is obligated to indemnify any of the Indigo Parties, Indigo will have the right to withhold amounts otherwise payable to Artist under this Agreement in an amount reasonably related to such claim and to deduct therefrom any payments required to be made under this Agreement.

(e) Limitation of Liability. WITHOUT LIMITING THE INDEMNITY OBLIGATIONS OF THE PARTIES PURSUANT TO THE FOREGOING PROVISIONS OF THIS SECTION 10 AND OTHER THAN AS A RESULT OF A BREACH OF THE CONFIDENTIALITY OBLIGATIONS HEREUNDER, NEITHER PARTY HERETO WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INDIGO MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, TO ARTIST AS TO THE QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICE OR ANY ELEMENTS THEREOF.

11. Termination:

(a) Breach and Cure. Without limiting any other remedy available at law or in equity, either party may terminate the Term in the event of any material breach of this Agreement by the other party that is not remedied within thirty (30) days after notice to the breaching party. Without limiting the generality of the preceding sentence, neither party will be entitled to recover damages or to terminate the Term by reason of any breach by the other party of its obligations hereunder unless the breaching party fails to remedy such breach within thirty (30) days following receipt of notice thereof.

(b) Bankruptcy & Cessation of Business. Each party will have the right to terminate the Term immediately in the event: (i) that the other party makes a general assignment for the benefit of its creditors; (ii) of the filing of a voluntary or involuntary petition against the other party under any applicable bankruptcy or insolvency law; or (iii) of the appointment of a trustee or receiver or any equivalent thereof for the other party or its property. In addition, Indigo will have the right to terminate the Term upon notice to Artist in the event that Indigo ceases to operate the Service during the Term.

(c) Survival. The termination or expiration of the Term will not affect those representations, warranties and other obligations that by their nature survive the end of the Term.

12. Notices:

Unless a provision of this Agreement expressly provides for a different form of notice, all notices under this Agreement must be in writing in order to be effective, and will be deemed to have been duly given or made (a) on the date delivered in person, (b) on the date indicated on the return receipt if mailed postage prepaid, by certified or registered U.S. Mail, with return receipt requested, (c) if sent by Federal Express, U.P.S. Next Day Air or other nationally recognized overnight courier service, with service charges or postage prepaid, on the next business day after delivery to the courier service (if sent in time for and specifying next day delivery), or (d) if sent via email, on the date the email was delivered to the applicable email address. Each notice to Indigo will be sent to Indigo at the address first mentioned above, unless otherwise indicated in a notice duly given hereunder, addressed to the attention of Saskia Giraud, Indigo Systems, Inc., 425 1st St., #2406, San Francisco, CA 94105, with required simultaneous copies to admin@indigosystems.ai; and to Greenberg Traurig, LLP, 3333 Piedmont Road NE, Suite 2500, Atlanta, GA 30305, Attn: Bobby Rosenbloum, Esq.; and rosenbloumb@gtlaw.com. Each notice to Artist will be sent to Artist at the address or email address associated with Artist’s account on the Service, or via notifications sent through Artist’s account on the Service.

13. Confidentiality:

“Confidential Information” means the terms (but not the existence) of this Agreement and any non-public information, data, reports, or other materials provided by one party to the other under or in connection with this Agreement (other than Artist Content and other information intended for public display or distribution under this Agreement) and any other information the receiving party should reasonably have understood under the circumstances should be treated as confidential, whether or not the specific designation “confidential” or any similar designation is used, such as royalty statements and similar information. Except with the prior written consent of the disclosing party, neither party will use or disclose any Confidential Information other than (i) to such party’s attorneys, accountants and financial representatives under a duty of confidentiality as may be reasonably necessary in order to receive their professional advice, (ii) to such party’s employees and contractors who have a need to know (and any disclosure to contractors may only be to contractors who are bound by an agreement to protect the confidential information of third parties), (iii) in connection with any legal, governmental or administrative proceeding, provided that prior written notice of such disclosure is furnished to the non-disclosing party in order to afford such non-disclosing party a reasonable opportunity to seek a protective order (it being agreed that if the non-disclosing party is unable to obtain or does not seek a protective order, disclosure of such information in such proceeding may be made without liability), (iv) in the ordinary course of such party’s fulfillment of its obligations hereunder solely to the limited extent necessary to fulfill its written and/or legal obligations to third parties, (v) by Indigo as may be required in connection with its reporting obligations to the MLC, rights societies, or other rightsholders, and (vi) by Indigo to investors, prospective investors, acquirers and prospective acquirers. In addition, nothing in this Agreement will prohibit or limit either party's use or disclosure of information (a) previously known to it by lawful means without obligation of confidence, (b) independently developed by or for it without use of or access to the other party's Confidential Information, (c) acquired by it from a third party which, to the reasonable knowledge of the receiving party, is not under an obligation of confidence with respect to such information, (d) which is or becomes publicly available through no breach of this Agreement or (e) that is required to be disclosed by operation of law, court order or other governmental demand (subject to the notice requirement in Subsection (iii) above).

14. Miscellaneous:

(a) Entire Agreement. This Agreement supersedes any and all prior or contemporaneous agreements, either oral or written, between the parties, and contains all of the covenants and agreements between the parties with respect to the subject matter hereof. The parties acknowledge and agree that no party has made any representations or promises in connection with this Agreement or the subject matter hereof not contained herein.

(b) Waiver & Severability. No waiver of any provision hereof or default of any promise hereunder will affect either party’s right thereafter to enforce such provision or to exercise any right or remedy in the event of any subsequent default, whether or not similar. If any part of this Agreement is held to be invalid or unenforceable, the remaining provisions hereof will nevertheless continue to be valid and enforceable as though such invalid or unenforceable parts had not been included herein.

(c) Choice of Law / Venue. THIS AGREEMENT HAS BEEN ENTERED INTO IN THE STATE OF CALIFORNIA, AND THE VALIDITY, INTERPRETATION AND LEGAL EFFECT OF THIS AGREEMENT WILL BE GOVERNED BY THE LAW OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS ENTERED INTO AND PERFORMED ENTIRELY THEREIN (NOTWITHSTANDING ANY CONFLICT OF LAW PRINCIPLES TO THE CONTRARY). THE CALIFORNIA COURTS (STATE AND FEDERAL) LOCATED IN THE COUNTY OF SAN FRANCISCO WILL HAVE SOLE JURISDICTION OF ANY CONTROVERSIES REGARDING THIS AGREEMENT. THE PARTIES WAIVE ANY AND ALL OBJECTIONS TO VENUE IN THOSE COURTS AND HEREBY SUBMIT TO THE JURISDICTION OF THOSE COURTS.

(d) Assignment. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns. Neither party may assign this Agreement or any of such party’s rights or obligations hereunder without the other party’s prior written consent, not to be unreasonably conditioned, withheld or delayed, except that (i) Indigo may assign this Agreement and its rights and obligations hereunder in whole or in part to any third party acquiring all or a substantial part of Indigo’s business operations, provided that any such assignee will be subject to all of Indigo’s obligations under this Agreement, and (ii) Artist may assign the right to receive monies payable to Artist hereunder to any third party in Artist’s sole discretion. Any purported assignment in violation of the foregoing will be deemed null and void ab initio and without force or effect. Other than permitted assignees, no person or entity not a party to this Agreement will have any rights or remedies under this Agreement, whether as a third-party beneficiary or otherwise.

(e) Relationship of the Parties. Indigo and Artist have and will have the status of independent contractors, and this Agreement creates no joint venture, partnership, agency or fiduciary relationship existing between the parties, and the parties do not intend to create any such relationship by this Agreement.

(f) Counterparts. This Agreement may be executed in one or more counterparts, each of which, when taken together, will be deemed to constitute one and the same instrument. Signatures transmitted by way of electronic mail or other electronic means (e.g., PDF) will be deemed originals for all purposes.

Signatures

By clicking “Agree” below, you represent and warrant that you have read and understood this Agreement including the Limitation of Liability, agree to its terms and conditions and will abide by it, and that you are either:

(i) a legal entity, and the individual entering into this Agreement is at least 18 years of age and is such entity’s agent or representative authorized to enter into this Agreement on such entity’s behalf; or

(ii) a natural person who is at least 18 years of age with the capacity to assent to this Agreement as Artist.

[Signatory Name]

Please have the Artist represented by Lender read and sign below.

The undersigned, referred to in this Agreement above as “Artist”, hereby acknowledges that I have read and am familiar with all the terms and conditions of this Agreement, assent to the execution thereof by the entity named above, guarantee the performance by such entity of this Agreement, and agree to be bound by all of the terms and conditions thereof.

[Artist Legal Name]

The Indigo Service

“Indigo” is a direct-to-fan engagement and monetization platform that enables recording artists to make exclusive content available for streaming within a gamified community environment, and to interact and engage with fans, monetize content and benefits at their discretion, and use AI-driven analytics to measure fan participation and economic activity (collectively, the “Service”).

Eligibility to Participate

This opt-in agreement for the Service (“Agreement”) is available to artists who are signed to a record label and whose record label agrees to join the artist in signing this Agreement and licensing the rights hereunder. As a condition of entering into this Agreement, artist and its label each warrant and represent that:

They will only post recordings owned or controlled by artist and/or its label and on which artist is a featured performer; and

No consents, waivers, authorizations, or documentation are required from any third party who is not a signatory to this Agreement for artist’s participation in the Service or for the rights granted to Indigo in this Agreement, other than certain U.S. publishing rights, as further set out in this Agreement.

Notwithstanding the foregoing, to the extent any such third-party rights, consents or payments are or become necessary, artist will immediately inform Indigo, who will have the right to take down any impacted content, and artist and its label will be fully responsible for obtaining any necessary consents and/or paying any costs resulting from their supply and/or use of any such content on the Service, as further set out in this Agreement.

Please click “I Agree” to acknowledge that artist, its label, and the content to be supplied to the Service hereunder meet the above eligibility requirements.

Additional Terms of Service

In addition to the terms of this Agreement, as a condition of access to the Service, artist and its label must also comply with Indigo’s “Terms of Service” and “Privacy Policy” (collectively the “Terms of Service”) which are available at indigoapp.live and may be updated by Indigo from time to time. In addition to Indigo’s takedown rights set out in this Agreement, Indigo will also have the right to immediately terminate this Agreement and remove any related artist account(s) for material violations of the Terms of Service as determined by Indigo in its sole discretion.

Please click “I Agree” to indicate that you will review and comply with the above linked Terms of Service.

Artist Agreement

This artist agreement (“Agreement”) is between Indigo Systems, Inc. located at 425 1st St., #2406, San Francisco, CA 94105 (“Indigo”), on the one hand, and the Artist and Label named below (individually and/or collectively, as applicable, “Licensor”), on the other hand. This Agreement sets forth the terms under which Indigo will provide Licensor access to the Service (as defined below). This Agreement is effective as of the date by which both Artist and Label click to opt into this Agreement (the “Effective Date”).

Please fill in the applicable names and addresses below:

[Artist Legal Name], an individual professionally known as “[Stage Name]” (“Artist”)

[Record Label Name] with offices at [Record Label Address] (“Label”)

Label and Artist will be jointly and severally liable in connection with this Agreement, and both Label and Artist agree to join in all grants, representations, warranties and indemnities made herein. Artist and Label agree that all sums payable under this Agreement will be paid directly to Artist, and Label will look solely to Artist for any compensation to which it may be entitled hereunder.

Click here if Artist is entering into this Agreement using a loanout company. Please note that Artist must sign as both an individual artist and an authorized representative of the loanout company.

[Lender Name] with offices at [Lender Address] (“Lender”) is entering into this Agreement on behalf of itself and Artist.

Notwithstanding that the terms of this Agreement are drafted in the form of an agreement between Indigo and Artist (as part of “Licensor”), it is understood and agreed that Lender, as the employer of Artist, is furnishing the services of Artist to Indigo hereunder in accordance with the terms below.

Lender and Artist hereby agree as follows: (a) Lender will cause Artist to render the services and to comply with the terms and conditions hereof; (b) Lender grants to Indigo the benefits of all warranties, representations, and indemnities, and all other rights which are granted to Indigo by Artist hereunder, and Lender, on Lender’s own behalf, hereby confirms and joins in all grants, representations, warranties and agreements made by Artist hereunder; (c) Lender and Artist will be jointly and severally liable for Artist’s default or failure to comply with Artist’s obligations, representations, and warranties hereunder; (d) all sums payable to Artist hereunder will be paid to Lender, and Artist will look solely to Lender for any compensation to which Artist may be entitled hereunder; (e) Lender will assume full responsibility for, and fully indemnify and hold Indigo harmless from and against, the payment of all taxes, penalties and other similar sums arising out of the compensation provided for hereunder; and (f) references in this Agreement to “Licensor” and to “Artist” will be deemed also to include, refer to, and apply to “Lender” (where applicable). Lender and Artist represent and warrant that Artist is under a written contract of employment with Lender for a term extending through the term of this Agreement, which contract gives Lender the right to furnish the services of Artist to Indigo as herein provided and grant the rights as herein granted.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Indigo Services & Obligations:

(a) Service Definition. Indigo operates a direct-to-fan engagement and monetization platform that enables recording artists to make exclusive content available to fans for on-demand streaming within a gamified community environment, and to interact with fans, monetize content and benefits, and use AI-driven analytics to measure fan participation and economic activity (collectively, the “Service”).

(b) Service Offering. During the Term, and solely in such countries of the Territory as Indigo selects in its sole discretion, Indigo will:

(i) operate the Service;

(ii) manage user purchases and payments, and manage accounting in connection therewith as set forth in this Agreement;

(iii) provide all uploading, hosting (on secure servers with restricted access), infrastructure and other functionality necessary to support the Service, including for the streaming of Artist Content from the Service; and

(iv) provide Licensor with functionality for Licensor to upload to the Service, or otherwise deliver, and manage Artist Content to be made available on the Service and to provide User Benefits to users of the Service.

(c) Account Services. During the Term, Indigo may, in its discretion:

(i) consult with Licensor on the selection and promotion of Artist Recordings and other Artist Content on the Service and otherwise collaborate with Licensor to onboard Artist Content to the Service;

(ii) promote the Service; and

(iii) enter and manage metadata and upload and manage files in cooperation with Licensor, provided that Licensor will deliver to Indigo all relevant Metadata and Other Materials as required under this Agreement.

2. Artist Services & Content:

(a) Artist Content Availability and Updates. Licensor will make commercially reasonable efforts during the Term to do the following (although failure to do so will not be deemed a material breach of this Agreement):

(i) upload, update, and manage Artist Content (defined below) on the Service and provide users with access to special and/or exclusive benefits (collectively, “User Benefits”) via the Service; and

(ii) market and promote the availability of Artist Content and User Benefits on the Service.

(b) Delivery of Artist Content. During the Term, Licensor may make available to Indigo content that is owned or controlled in full by Licensor as set forth in Sections 2(b)(i)-(v) below (collectively referred to herein as “Artist Content”) for non-exclusive use on the Service. All Artist Content uploaded to the Service or otherwise delivered to Indigo by or on behalf of Licensor will be deemed approved by Licensor for all purposes under this Agreement.

(i) Audio Recordings: Audio-only sound recordings embodying musical compositions on which Artist is a featured performer (collectively, “Artist Recordings”), and audio-only sound recordings without music or with incidental music (e.g., interviews) (collectively, “Non-Music Recordings”).

(ii) Video Recordings: Audiovisual content related to Artist (e.g., live performance footage, interviews, behind-the-scenes footage) (collectively, “Artist Videos”).

(iii) Live Streams: Real-time transmissions of audio-only or audiovisual live performances via streaming (collectively, “Live Streams”).

(iv) Other Materials: Any other materials provided or selected by or on behalf of Artist for use on or in connection with the Service (collectively, “Other Materials”) including:

Album Artwork: front-cover artwork (or other artwork furnished by Licensor), graphics, images and textual materials (including liner notes) associated with an Artist Recording and/or any album containing such Artist Recording (collectively, “Artwork”);

Metadata: for each Artist Recording, the metadata set out in Subsection 2(b)(v) below (“Metadata”);

Logos/Marks: logos, brands, trade names, trademarks, service marks or other proprietary designations of Licensor and any Personnel;

Artist Information/Likeness: biographical information, names, images, and likenesses for Artist and Personnel (“NIL Assets”);

Platform Communications: all communications made through Artist’s account on the Service including but not limited to public posts, chat room messaging, and direct messages sent to users on the Service; and

(v) Metadata. For each musical sound recording embedded in Artist Content, Licensor will provide the following Metadata for such recording:

Required Fields

Content type (e.g., Artist Recording, Artist Video)

Title of video in which music is embedded (if applicable)

Sound recording title

ISRC for sound recording

Name of artist(s) performing on sound recording (i.e., featured artist(s))

Conditional Fields (provided only to the extent applicable and available to Artist)

Album title

Label name

Sound recording version

Sound recording commercial release date

Producer name(s)

Distributor name(s)

ISWC for underlying musical composition

Name of songwriter(s) of underlying musical composition

Any unique identifiers for, or associated with, the sound recording, musical composition, or their creators/distributors (ISNI, IPI, etc.)

(c) Delivery Format/Quality. Licensor will make commercially reasonable efforts to deliver all Artist Content to Indigo in the same formats and no less than the same quality levels as are generally delivered to any other commercial digital distributor. Without limiting the foregoing, Licensor will make commercially reasonable efforts to deliver all Artist Content to Indigo in the highest quality digital formats available and in accordance with all delivery and metadata specifications provided by Indigo, except to the extent otherwise mutually agreed between the parties.

(d) Artist Content Availability/Pricing. Subject to the Terms of Service and the terms of this Agreement, including Indigo’s takedown rights in Section 5(b), Licensor will have full discretion over the inclusion and removal of Artist Content on the Service, whether to monetize such Artist Content, and the price points and rules pursuant to which Licensor offers Artist Content and User Benefits on the Service. Licensor may modify or update such pricing at any time and such pricing changes will apply prospectively. Indigo will not provide functionality that allows end users of the Service to download or otherwise access Artist Content outside of the Service.

(e) Artist Content Rights. As between Licensor and Indigo, Licensor will be responsible for obtaining, retaining and administering any and all licenses, rights, authorizations, permissions, waivers, and consents that may be required from, and paying any and all associated royalties and other amounts that may be owed to, any and all third parties necessary in connection with the exploitation of Artist Content and/or User Benefits as authorized by this Agreement, including any and all rights in or to musical compositions embodied in the Artist Content licensed hereunder, including mechanical, public performance, synchronization, making available, communication to the public, or other publishing-related rights (such musical composition rights collectively, “Publishing Rights”). Licensor will immediately notify Indigo if it becomes aware that any required third-party consent, clearance, authorization or payment is missing, invalid or insufficient, and Indigo may remove or suspend the affected Artist Content or User Benefit in accordance with Section 5(b). Notwithstanding the foregoing or anything to the contrary herein, Indigo will be responsible for obtaining and administering licenses for certain U.S. Publishing Rights as follows: (i) a mechanical license with the MLC for on-demand, audio-only streaming of Artist Recordings via the Service, but only to the extent Artist Recordings and their uses are eligible for the MLC blanket statutory license; and (ii) public performance licenses with ASCAP, BMI, SESAC, and GMR for on-demand streaming of Artist Recordings and Artist Videos, and Live Streams, via the Service, in each case of (i) and (ii) above, subject to Indigo’s right to deduct associated amounts pursuant to Section 6(b). In the event that Indigo pays or is obligated to pay any amounts to third parties in connection with the exploitation of any rights via the Service hereunder, including any payments in connection with Publishing Rights, then Indigo may deduct any such amounts paid or payable from Royalties or other amounts payable to Artist under this Agreement as further set out in Section 6 below. Licensor’s obligations under this section include without limitation:

(i) Artist Content: obtaining all rights, consents, waivers, approvals and permissions from, and paying all royalties or other amounts payable to, artists, songwriters, composers, producers, directors, photographers, graphic artists, mixers, engineers and any and all other persons (including Personnel) and entities required for all use and exploitation of all Artist Content as permitted by this Agreement; and

(ii) Guilds, Unions and Collectives: complying with all obligations and paying any and all amounts that may be required pursuant to any and all collective bargaining agreements applicable to Licensor and/or any Personnel, or that may be otherwise payable to any applicable union or guild, and making any and all payments required to be made to any applicable governmental authority and/or collective, or similar body, including pursuant to any agreement, tariff or law relating to performer’s rights, artist performance rights (including non-featured performers), neighboring rights and/or rights of equitable remuneration, however characterized, as a result of the exploitation or other use of Artist Content as permitted under this Agreement.

3. Term & Territory:

(a) Term. The “Term” of this Agreement will begin on the Effective Date and continue until either party terminates this Agreement on 30 days’ prior written notice.

(b) Territory. The “Territory” of this Agreement will be worldwide, provided that Indigo will have the sole discretion to determine in which countries of the Territory it will make available the Service. The Service will initially be available in the United States.

4. Rights Granted:

(a) Grant of Rights. Licensor hereby grants to Indigo the right and license, but not the obligation, throughout the Territory during the Term to:

(i) stream Artist Content to users within the Service (and to create and stream promotional clips thereof);

(ii) reproduce and display Artist Content via the Service including alongside still or moving images; and

(iii) host, store, reproduce, synchronize, and otherwise use and exploit Artist Content as reasonably necessary for Indigo to operate the Service, to market, promote and publicize the Service (including but not limited to homepage features, social media, press materials, app store listings, product demonstrations, and investor presentations), and to otherwise exercise its rights and perform its obligations under this Agreement.

(b) Label Waiver of Exclusivity. To the extent Label has the exclusive rights to the recordings of musical performances by Artist, Artist’s NIL Assets, and/or other Artist Content that may be licensed pursuant to this Agreement, Label hereby irrevocably consents to Artist’s participation in, and performance of services in connection with, this Agreement, including the use and exploitation of Artist Content on the Service (including Artist Recordings, Artist Videos, and NIL Assets) and accordingly waives any claim based on such exclusive rights, solely to the extent necessary to effectuate the grant of rights herein and Artist’s use of the Service as set out herein.

(c) Ownership of Artist Content. Except as specifically granted in this Agreement, all rights in the Artist Content are hereby reserved by Licensor.

5. Additional Rights:

(a) Third-Party Contractors. Licensor acknowledges that Indigo may use third-party contractors, affiliates, subsidiaries and/or other designees (collectively, “Contractors”) to exercise its rights and/or perform its obligations under this Agreement, provided that Indigo will remain responsible under this Agreement for each Contractor’s exercise of such rights and/or performance of such obligations.

(b) Content Removal. Indigo will have the right to remove or exclude specific Artist Content from the Service at any time in its discretion, including without limitation in the event that Indigo reasonably believes it does not have sufficient rights to include such Artist Content on the Service or to the extent Artist Content violates the Terms of Service.

(c) Metadata Preparation, Corrections, Supplements and Reporting. Indigo will have the right to: (i) create, edit or modify Metadata to fill gaps or correct errors; (ii) add additional categories of information to Metadata, such as genres and biographical information, and use such corrected and/or created Metadata in connection with the applicable Artist Content in any and all media throughout the Term and the Territory; and (iii) report Metadata and/or other information that Licensor provides to Indigo to performing rights societies, the Mechanical Licensing Collective (the “MLC”) and any other rightsholders or administrators to comply with the requirements of the blanket mechanical license in 17 U.S.C. § 115, any other applicable licenses, or otherwise as necessary in Indigo’s reasonable judgment in connection with Indigo’s rights and obligations hereunder.

(d) Service Ownership. For the avoidance of doubt, as between the parties, Indigo exclusively owns all right, title and interest (including intellectual property rights) in and relating to the Service, including without limitation Indigo’s name and trademarks and any and all user and other data generated in connection with the Service, and no ownership interest in any of the foregoing is being transferred to Licensor or any other party by virtue of this Agreement.

(e) Rights from Other Sources. For the avoidance of doubt, nothing in this Agreement will prohibit Indigo from exploiting or otherwise using any Artist Content or any information, images or other materials relating to Artist Content and/or any Personnel that Indigo has obtained from other sources and/or for which it would not otherwise need consent from Licensor to use, display or otherwise exploit under applicable law, including pursuant to any applicable statutory licenses or collective licensing arrangements.

6. Artist Royalties:

In consideration of all services provided by Licensor hereunder and all rights granted to Indigo by Licensor hereunder, including in all Artist Content, Indigo will credit to Artist’s account an amount equal to Licensor’s share of Gross Revenues calculated pursuant to Section 6(a), less the Publishing Rights Deduction described in Section 6(b), if any (the “Royalties”) with respect to each applicable accounting period during the Term. The Royalties will be accounted and paid on a quarterly basis as further set forth in Section 7 (Accounting & Payment). Licensor acknowledges that the Service may generate no Gross Revenues or Royalties.

(a) Licensor Share of Gross Revenues. Indigo will credit Artist’s account with 70% of Gross Revenues (as defined below) subject to the Publishing Rights Deduction in Section 6(b).

(b) Publishing Rights Deduction. Indigo may deduct from Licensor’s share of Gross Revenues calculated under Section 6(a) any amounts paid or payable by Indigo to any collective management organization (“CMO”) (e.g., the MLC, U.S. performance rights organizations, etc.) in connection with Publishing Rights in Artist Content exploited via the Service, including (i) amounts paid or payable by Indigo in connection with the U.S. Publishing Rights that Indigo has taken responsibility for clearing pursuant to Section 2(e) above; and (ii) any amounts paid or payable by Indigo in connection with any Publishing Rights that are Licensor’s responsibility to obtain, administer or pay for under this Agreement, to the extent Licensor fails to do so. The foregoing deductions are collectively referred to as the “Publishing Rights Deduction”.

(c) Gross Revenues Definition. “Gross Revenues” means, with respect to the applicable accounting period during the Term, all amounts paid by end users in “indicoins” (as such currency is defined below) in consideration for Artist Content and User Benefits offered by Licensor via the Service including but not limited to amounts paid to Artist as fees, tips, and/or gifts, less (to the extent applicable): (i) sales or comparable taxes collected by Indigo, (ii) end user payments that are reversed or refunded, and (iii) fees charged or retained by third-party app stores and/or payment processors in connection with the purchase of such indicoins.

7. Accounting & Payment:

(a) Payments. Subject to Licensor providing all required tax documents to, completing any required identity verification process with, and linking a valid bank account with, Indigo or its payment processor, Indigo will pay to Artist the Royalties due, if any, after deducting any taxes or other amounts that Indigo is required to withhold pursuant to any applicable law, within 45 days following the end of the applicable calendar quarter, provided the Royalties due to Artist are equal to or greater than Twenty-Five U.S. Dollars ($25) (the “Minimum Amount”). Where the balance due to Artist falls below the Minimum Amount, such balance will roll over to successive accounting periods until such time as the Minimum Amount is reached, at which time Indigo will make payment to Artist in accordance with this provision. Amounts payable under this Agreement will be made via deposit to the bank account Licensor links to its Service account or to its account with Indigo’s payment provider, as indicated by Indigo.

(b) Accounting Statements. Within 45 days following the end of each calendar quarter during the Term, Indigo will provide to Licensor an accounting statement covering the Royalties payable hereunder with respect to each month within the applicable calendar quarter. Each accounting statement will be delivered in electronic format as mutually agreed by the parties.

(c) Currency. “indicoins” are the official currency of the Service as further described in Indigo’s Terms of Service. All payments to Artist by end users of the Service in consideration for Artist Content and User Benefits will be made using indicoins and Gross Revenues and Royalties will be calculated in indicoins. For the purpose of paying out Royalties hereunder, indicoins will be converted to and paid out in U.S. Dollars pursuant to a conversion methodology notified to Licensor by Indigo and consistently applied across artists using the Service.

(d) Payment Processing Vendor. Notwithstanding anything to the contrary herein, Artist will be responsible for paying any payment processing fees charged by Indigo’s payment vendor in relation to the payment of Royalties hereunder. All payments processed through Indigo’s payment vendor will be made in accordance with the terms of service applicable to such vendor, including its identity verification process.

8. No Other Fees; Taxes:

(a) No Other Fees. Other than the amounts expressly set forth in this Agreement, no additional fees, amounts or consideration of any kind or nature will be owed by or on behalf of Indigo, directly or indirectly, in connection with the use of any Artist Content in connection with the Service, the provision of User Benefits via the Service, or the exercise of the rights granted to Indigo in this Agreement. No Royalties will be accrued to Artist’s account hereunder, and no reporting or accounting will apply, in respect of any uses or other exploitations of Artist Content for demonstration or training purposes and/or in connection with user accounts established by or on behalf of Indigo or Licensor for reasonable business purposes.

(b) Taxes. Each party will be responsible for collecting and remitting any and all taxes, duties and customs, however designated, levied or based in any way anywhere in the Territory upon the sale or resale of any products or provision of services by such party, including without limitation all sales, use, excise, purchase, value added, operational, consumption, digital service or similar taxes due with respect to (or incurred in connection with) the sale or license of such party’s goods or services to its customers. Except as expressly set forth in this Agreement, neither party will be liable for any taxes, duties, levies, fees, excises or tariffs incurred in connection with or related to the sale of the other party’s goods or services. Notwithstanding the foregoing or anything elsewhere in this Agreement, any and all monies to be accrued to Artist’s account hereunder or that may otherwise be payable to or on behalf of Artist hereunder will be reduced by all applicable taxes properly due and paid or payable by or on behalf of Indigo, directly or indirectly (including any of its affiliates and Contractors), under applicable law to taxing authorities with appropriate jurisdiction. Neither Licensor nor any of its affiliates will be entitled to a gross-up or indemnification with respect to any amounts required to be withheld by or on behalf of Indigo under applicable law.

9. Representations, Warranties and Covenants:

(a) By Both Parties: As of the Effective Date and during the Term, each party represents, warrants and covenants that: (i) it has the full right and power to enter into and fully perform this Agreement in accordance with its terms; and (ii) its execution and performance of this Agreement will not violate any third-party rights, the provisions of any agreement to which it is a party, or any applicable law.

(b) By Licensor. As of the Effective Date and during the Term, Licensor represents, warrants and covenants that: (i) Licensor will comply with all applicable laws and the regulations and rules of any guilds, unions or other collectives in the performance of its obligations and use of the Service under this Agreement; (ii) the Artist Content and User Benefits, as well as any and all other materials provided by or on behalf of Licensor to or on behalf of Indigo pursuant to this Agreement, and the use and provision thereof by and on behalf of Indigo in accordance with this Agreement, will not violate any law or infringe or violate any proprietary, intellectual property, contract or other rights of any other person or entity, including without limitation copyrights, trademark rights, performer’s rights, rights of publicity and privacy, and any rights of exclusivity, including any Publishing Rights that are not the responsibility of Indigo to obtain hereunder; (iii) Licensor has full authority to act, in accordance with this Agreement, on behalf of any and all performing and/or recording artists, producers, engineers, mixers, remixers and all other persons and entities featured on, performing on, contributing to the recording and production of, or otherwise associated with the Artist Content concerned (collectively, “Personnel”), and any and all other persons and entities owning or controlling any right, title or interest in and to any Artist Content; (iv) Licensor owns or controls all rights necessary to make the grants of rights and licenses herein, and the exercise of such rights and licenses by or on behalf of Indigo, its affiliates and Contractors will not violate or infringe the rights of any third party; (v) Licensor will be solely responsible for the payment of royalties and other amounts to any and all recording artists, Personnel, and any other third parties who are entitled to a royalty or other payment in connection with the permitted exploitation of Artist Content hereunder; and (vi) without limiting the generality of the foregoing, Licensor has obtained, and during the Term will maintain, all rights, licenses, permissions, clearances, waivers and/or approvals necessary from each person or entity (including without limitation any Personnel) that owns or controls any interest in and to the corresponding Artist Content necessary to make the uses permitted under this Agreement, free of all claims and demands whatsoever, known or unknown, in law or equity, other than any Publishing Rights that are explicitly the responsibility of Indigo to obtain hereunder.

(c) By Indigo. As of the Effective Date and during the Term, Indigo represents, warrants and covenants that, except with respect to any obligations which are expressly Licensor’s responsibility pursuant to this Agreement, including pursuant to Section 9(b) above, Indigo will comply with all applicable laws in the performance of its obligations under this Agreement.

10. Indemnification:

(a) By Licensor. Licensor agrees to defend, indemnify and hold harmless Indigo, its subsidiaries, affiliates, successors, licensees, agents, contractors (including Contractors), attorneys and assigns, and the officers, directors, shareholders, contractors, members and employees of the foregoing (collectively, “Indigo Parties”), from and against any and all liabilities, damages, awards, settlements, losses, claims, suits, proceedings, assertions and expenses, including without limitation court costs and reasonable third-party legal fees (collectively, “Losses”), due to any claim, suit, proceeding, or assertion by a third party: (i) based on facts that, if true, would constitute a breach by Licensor of this Agreement, including any warranty, representation, agreement or covenant made in this Agreement by Licensor; or (ii) arising from or related to the rights and authorizations granted to Indigo in this Agreement, the exercise thereof, and/or the offering or provision of any User Benefits via or in connection with the Service.

(b) By Indigo. Indigo agrees to defend, indemnify and hold harmless Licensor, its subsidiaries, affiliates, successors, licensees, agents, attorneys and assigns, and the officers, directors, shareholders, contractors, members and employees of the foregoing, from and against any and all Losses due to any claim, suit, proceeding, or assertion by a third party based on facts that, if true, would constitute a breach by Indigo of this Agreement, including any warranty, representation, agreement or covenant made in this Agreement by Indigo.

(c) Indemnification Procedure. The persons and entities entitled to be indemnified under Sections 10(a) and 10(b), above (individually and collectively, “Indemnitee”) will: (i) promptly inform the indemnifying party under such sections (“Indemnitor”) of each claim, suit or proceeding with respect to which it seeks indemnity, (ii) furnish to the Indemnitor a copy of each communication, notice or other action related to such claim, suit or proceeding, and (iii) give the Indemnitor the authority, information and reasonable assistance necessary to settle or litigate such claim, suit or proceeding, using counsel selected by the Indemnitor (provided, however, that the Indemnitee will have the opportunity to participate in the defense of such suit or proceeding with counsel of its choice, at the Indemnitee’s sole cost). Any settlement of any such claim, suit or proceeding by the Indemnitor that imposes any requirements on the Indemnitee, or which involves agreements other than the payment of money by the Indemnitor and receipt of a full release for the benefit of the Indemnitor and the Indemnitee, will be subject to the Indemnitee’s written consent.

(d) Offset: Without waiving any right or remedy available to Indigo and notwithstanding anything to the contrary, if any claim is made for which Licensor is obligated to indemnify any of the Indigo Parties, Indigo will have the right to withhold amounts otherwise payable to Artist under this Agreement in an amount reasonably related to such claim and to deduct therefrom any payments required to be made under this Agreement.

(e) Limitation of Liability. WITHOUT LIMITING THE INDEMNITY OBLIGATIONS OF THE PARTIES PURSUANT TO THE FOREGOING PROVISIONS OF THIS SECTION 10 AND OTHER THAN AS A RESULT OF A BREACH OF THE CONFIDENTIALITY OBLIGATIONS HEREUNDER, NEITHER PARTY HERETO WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INDIGO MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, TO ARTIST AS TO THE QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICE OR ANY ELEMENTS THEREOF.

11. Termination:

(a) Breach and Cure. Without limiting any other remedy available at law or in equity, either party may terminate the Term in the event of any material breach of this Agreement by the other party that is not remedied within thirty (30) days after notice to the breaching party. Without limiting the generality of the preceding sentence, neither party will be entitled to recover damages or to terminate the Term by reason of any breach by the other party of its obligations hereunder unless the breaching party fails to remedy such breach within thirty (30) days following receipt of notice thereof.

(b) Bankruptcy & Cessation of Business. Each party will have the right to terminate the Term immediately in the event: (i) that the other party makes a general assignment for the benefit of its creditors; (ii) of the filing of a voluntary or involuntary petition against the other party under any applicable bankruptcy or insolvency law; or (iii) of the appointment of a trustee or receiver or any equivalent thereof for the other party or its property. In addition, Indigo will have the right to terminate the Term upon notice to Licensor in the event that Indigo ceases to operate the Service during the Term.

(c) Survival. The termination or expiration of the Term will not affect those representations, warranties and other obligations that by their nature survive the end of the Term.

12. Notices:

Unless a provision of this Agreement expressly provides for a different form of notice, all notices under this Agreement must be in writing in order to be effective, and will be deemed to have been duly given or made (a) on the date delivered in person, (b) on the date indicated on the return receipt if mailed postage prepaid, by certified or registered U.S. Mail, with return receipt requested, (c) if sent by Federal Express, U.P.S. Next Day Air or other nationally recognized overnight courier service, with service charges or postage prepaid, on the next business day after delivery to the courier service (if sent in time for and specifying next day delivery), or (d) if sent via email, on the date the email was delivered to the applicable email address. Each notice to Indigo will be sent to Indigo at the address first mentioned above, unless otherwise indicated in a notice duly given hereunder, addressed to the attention of Saskia Giraud, Indigo Systems, Inc., 425 1st St., #2406, San Francisco, CA 94105, with required simultaneous copies to admin@indigosystems.ai; and to Greenberg Traurig, LLP, 3333 Piedmont Road NE, Suite 2500, Atlanta, GA 30305, Attn: Bobby Rosenbloum, Esq.; and rosenbloumb@gtlaw.com. Each notice to Licensor will be sent to Licensor at the address or email address associated with Artist’s account on the Service, or via notifications sent through Artist’s account on the Service.

13. Confidentiality:

“Confidential Information” means the terms (but not the existence) of this Agreement and any non-public information, data, reports, or other materials provided by one party to the other under or in connection with this Agreement (other than Artist Content and other information intended for public display or distribution under this Agreement) and any other information the receiving party should reasonably have understood under the circumstances should be treated as confidential, whether or not the specific designation “confidential” or any similar designation is used, such as royalty statements and similar information. Except with the prior written consent of the disclosing party, neither party will use or disclose any Confidential Information other than (i) to such party’s attorneys, accountants and financial representatives under a duty of confidentiality as may be reasonably necessary in order to receive their professional advice, (ii) to such party’s employees and contractors who have a need to know (and any disclosure to contractors may only be to contractors who are bound by an agreement to protect the confidential information of third parties), (iii) in connection with any legal, governmental or administrative proceeding, provided that prior written notice of such disclosure is furnished to the non-disclosing party in order to afford such non-disclosing party a reasonable opportunity to seek a protective order (it being agreed that if the non-disclosing party is unable to obtain or does not seek a protective order, disclosure of such information in such proceeding may be made without liability), (iv) in the ordinary course of such party’s fulfillment of its obligations hereunder solely to the limited extent necessary to fulfill its written and/or legal obligations to third parties, (v) by Indigo as may be required in connection with its reporting obligations to the MLC, rights societies, or other rightsholders, and (vi) by Indigo to investors, prospective investors, acquirers and prospective acquirers. In addition, nothing in this Agreement will prohibit or limit either party's use or disclosure of information (a) previously known to it by lawful means without obligation of confidence, (b) independently developed by or for it without use of or access to the other party's Confidential Information, (c) acquired by it from a third party which, to the reasonable knowledge of the receiving party, is not under an obligation of confidence with respect to such information, (d) which is or becomes publicly available through no breach of this Agreement or (e) that is required to be disclosed by operation of law, court order or other governmental demand (subject to the notice requirement in Subsection (iii) above).

14. Miscellaneous:

(a) Entire Agreement. This Agreement supersedes any and all prior or contemporaneous agreements, either oral or written, between the parties, and contains all of the covenants and agreements between the parties with respect to the subject matter hereof. The parties acknowledge and agree that no party has made any representations or promises in connection with this Agreement or the subject matter hereof not contained herein.

(b) Waiver & Severability. No waiver of any provision hereof or default of any promise hereunder will affect either party’s right thereafter to enforce such provision or to exercise any right or remedy in the event of any subsequent default, whether or not similar. If any part of this Agreement is held to be invalid or unenforceable, the remaining provisions hereof will nevertheless continue to be valid and enforceable as though such invalid or unenforceable parts had not been included herein.

(c) Choice of Law / Venue. THIS AGREEMENT HAS BEEN ENTERED INTO IN THE STATE OF CALIFORNIA, AND THE VALIDITY, INTERPRETATION AND LEGAL EFFECT OF THIS AGREEMENT WILL BE GOVERNED BY THE LAW OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS ENTERED INTO AND PERFORMED ENTIRELY THEREIN (NOTWITHSTANDING ANY CONFLICT OF LAW PRINCIPLES TO THE CONTRARY). THE CALIFORNIA COURTS (STATE AND FEDERAL) LOCATED IN THE COUNTY OF SAN FRANCISCO WILL HAVE SOLE JURISDICTION OF ANY CONTROVERSIES REGARDING THIS AGREEMENT. THE PARTIES WAIVE ANY AND ALL OBJECTIONS TO VENUE IN THOSE COURTS AND HEREBY SUBMIT TO THE JURISDICTION OF THOSE COURTS.

(d) Assignment. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns. Neither party may assign this Agreement or any of such party’s rights or obligations hereunder without the other party’s prior written consent, not to be unreasonably conditioned, withheld or delayed, except that (i) Indigo may assign this Agreement and its rights and obligations hereunder in whole or in part to any third party acquiring all or a substantial part of Indigo’s business operations, provided that any such assignee will be subject to all of Indigo’s obligations under this Agreement, and (ii) Artist may assign the right to receive monies payable to Artist hereunder to any third party in Artist’s sole discretion. Any purported assignment in violation of the foregoing will be deemed null and void ab initio and without force or effect. Other than permitted assignees, no person or entity not a party to this Agreement will have any rights or remedies under this Agreement, whether as a third-party beneficiary or otherwise.

(e) Relationship of the Parties. Indigo and Licensor have and will have the status of independent contractors, and this Agreement creates no joint venture, partnership, agency or fiduciary relationship existing between the parties, and the parties do not intend to create any such relationship by this Agreement.

(f) Counterparts. This Agreement may be executed in one or more counterparts, each of which, when taken together, will be deemed to constitute one and the same instrument. Signatures transmitted by way of electronic mail or other electronic means (e.g., PDF) will be deemed originals for all purposes.

Signatures

FOR ARTIST:

By clicking “Agree” below, you represent and warrant that you have read and understood this Agreement including the Limitation of Liability, agree to its terms and conditions and will abide by it, and that you are either:

(i) a legal entity, and the individual entering into this Agreement is at least 18 years of age and is such entity’s agent or representative authorized to enter into this Agreement on such entity’s behalf; or

(ii) a natural person who is at least 18 years of age with the capacity to assent to this Agreement as Artist.

[Signatory Name]

FOR LABEL:

By clicking “Agree” below, you represent and warrant that you have read and understood this Agreement including the Limitation of Liability, agree to its terms and conditions and will abide by it, and that you are either:

(i) a legal entity, and the individual entering into this Agreement is at least 18 years of age and is such entity’s agent or representative authorized to enter into this Agreement on such entity’s behalf; or

(ii) a natural person who is at least 18 years of age with the capacity to assent to this Agreement as Label.

[Record Label Name]

FOR LENDER (IF NEEDED):

Please have the Artist represented by Lender read and sign below.

The undersigned, referred to in this Agreement above as “Artist” and/or “Licensor,” hereby acknowledges that I have read and am familiar with all the terms and conditions of this Agreement, assent to the execution thereof by the entity named above, guarantee the performance by such entity of this Agreement, and agree to be bound by all of the terms and conditions thereof.

[Artist Legal Name]