This Agreement is made and entered into as of the date you sign below (the "Effective Date"), by and between Arson Theory, Inc., a Delaware corporation whose address is 626 Wilshire Blvd, Suite 410, Los Angeles, CA 90017 ("Arson"), and the undersigned party ("Client"). This Agreement, which is subject to the Standard Terms & Conditions below, confirms the terms for Arson to act as Client's exclusive partner for the services outlined herein.
Scope of Services
This Agreement shall govern the provision by Arson of Digital Distribution, Rights Management, and Publishing Administration (collectively, the "Services"). Client receives full access to all Services throughout the Term, subject to the Subscription Fee remaining current and in good standing.
Grant of Rights
Client hereby grants to Arson the exclusive, worldwide ("Territory") right and license to perform the Services for all applicable Recordings and/or Compositions delivered hereunder. Client shall retain full ownership of Client's share of the Recordings and underlying Compositions delivered hereunder.
Royalties & Subscription
You keep 100% of all Net Revenue. Arson collects a recurring subscription fee instead.
Client shall pay Arson a recurring subscription fee (the "Subscription Fee") at the plan elected on the Onboarding Form: $9.99 per month (billed monthly) or $99 per year (billed annually). The Subscription Fee is non-refundable, will be charged automatically to Client's payment method on file via Stripe (Arson's third-party payment processor), and will renew automatically at the end of each billing cycle unless cancelled in accordance with the Term section. Client's use of Stripe is subject to Stripe's applicable terms of service and privacy policy.
Term
Digital Distribution & Rights Management: The Term tracks Client's elected Subscription billing cycle (monthly or annual) and renews automatically at the end of each cycle unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current cycle for monthly subscribers, or at least ninety (90) days prior to the end of the then-current cycle for annual subscribers. Either party may terminate for material breach pursuant to the Cure Period set forth in Exhibit A.
Publishing Administration: Per-song basis with a one (1) year initial term and successive one (1) year renewal terms. Publishing terms renew automatically and are terminable upon written notice delivered no later than ninety (90) days prior to the end of the then-current term.
Voluntary Cancellation and Effect on Catalog
Client may cancel the Subscription at any time by cancelling the recurring subscription directly in Stripe (via the Stripe-hosted customer portal made available by Arson) or by written Notice to billing@arsontheory.com. Cancellation will take effect at the end of the then-current billing cycle, and Subscription Fees already paid are non-refundable. Upon the effective date of cancellation, Client's Recordings and Compositions shall be removed from DSPs and from Arson's administration at the end of the then-current license term as set forth in Exhibit A, unless Client and Arson mutually agree in writing to alternative arrangements (e.g., a paid legacy plan to keep existing catalog live). Royalties accrued prior to the effective date of cancellation shall remain payable to Client subject to the Post-Termination Collection provisions of Exhibit A.
Sync Licensing
You grant Arson the non-exclusive right to pitch your Recordings for synchronization opportunities (film, TV, games, ads). Client retains 100% of Gross Revenue from any sync opportunities procured, subject to the Subscription Fee remaining current and in good standing. No license will be granted without your prior approval, deemed granted if you do not object in writing within five (5) business days of Notice, or a shorter specified deadline for urgent requests.
Accounting & Payments
Distribution & Rights Management Revenue: Earnings are accounted and paid monthly, on or around the 15th of each month, for the preceding month's activity.
Publishing Administration Revenue: Earnings are accounted for and paid quarterly, per our standard publishing cycle.
Payments: Royalty payments to Client are made directly via the Arson Theory Portal. Subscription Fee payments to Arson are processed via Stripe using the payment method Client provides at plan selection. A minimum royalty payout threshold of $35 applies; balances below this roll over.
Non-Payment of Subscription Fee
If a Subscription Fee charge fails when due, the failed amount becomes a past-due balance and the following remedies apply in sequence:
(i) Stripe Retry. Stripe will automatically retry the charge for a period of up to ten (10) days following the failed charge. Client may cure at any time by updating Client's payment method in Stripe.
(ii) 100% Royalty Recoupment. Beginning on the first day of delinquency and continuing for so long as any past-due balance remains outstanding, Client authorizes Arson to apply 100% of all Net Revenue then accrued or thereafter accruing to Client's account toward the past-due Subscription Fee, plus any reasonable processing or reactivation fee, until the past-due balance is satisfied. If accrued royalties at any point are sufficient to cure the past-due amount, the Subscription will be deemed cured automatically and the account will continue uninterrupted.
(iii) Notice and Restricted Mode. If the past-due balance remains outstanding after the Stripe retry period, Arson shall send Client a written delinquency Notice and the Arson Theory Portal will be placed in Restricted Mode. During Restricted Mode, Client may not upload new Recordings, schedule new releases, or initiate new sync pitches; existing Recordings remain live on DSPs and royalty accounting continues, with 100% Royalty Recoupment running throughout.
(iv) Deactivation for Delinquency. If the past-due balance remains outstanding for sixty (60) days following the original failed charge, Arson may, at its sole discretion and without further notice, deactivate the account, take down Client's Recordings from DSPs, and/or terminate this Agreement for cause. Reactivation following deactivation requires payment of all past-due amounts plus a reactivation fee equal to one (1) month of the applicable Subscription Fee.
Delivery
Client shall provide final, mastered audio files, artwork, and all necessary Metadata for all Recordings and Compositions via the Arson Theory Portal.
Dispute Resolution
Any disputes shall be resolved through good faith discussion for thirty (30) days following written notice. If unresolved, disputes shall be submitted to final and binding arbitration administered by JAMS in Los Angeles, CA. The prevailing party shall be entitled to recover reasonable attorney's fees and costs.
Definitions Glossary
Arson Theory Portal: Arson's proprietary online dashboard and content management system where Client can deliver Recordings and Metadata, access royalty statements, and manage payment information.
CMOs: Collective Management Organizations, foreign rights societies (e.g., GEMA, SACEM).
Compositions: The underlying musical works (music and lyrics) embodied in the Recordings.
Digital Distribution: Delivery and making available of Recordings for all digital exploitation (permanent downloads, tethered downloads, interactive and non-interactive streaming) on all DSPs now known or hereafter developed.
DSPs: Digital Service Providers including Spotify, Apple Music, Amazon Music, YouTube, TikTok, Pandora.
Metadata: All descriptive and identifying information for Recordings and Compositions: artist name, song title, album title, genre, writer/publisher names and splits, ISRC, ISWC. Client is solely responsible for accuracy.
MROs: Mechanical Rights Organizations (e.g., The MLC in the U.S.).
Neighboring Rights: Public performance royalties earned by the master sound recording, as distinct from the composition. Primarily collected by SoundExchange in the U.S. for digital performances.
Net Revenue: All income actually received by or credited to Arson on Client's behalf directly attributable to exploitation of the Recordings or Compositions, calculated "at source," less only direct third-party costs: DSP/society fees or commissions, required tax withholdings, and bank charges.
PROs: Performing Rights Organizations (e.g., ASCAP, BMI, SESAC).
Publishing Administration: Worldwide administration of Compositions: registering works with global collection societies (PROs, MROs, CMOs), issuing licenses, and collecting all publishing royalties on behalf of songwriter(s).
Recordings: Fully mixed and mastered sound recordings, including accompanying artwork, delivered by Client to Arson for Digital Distribution.
Resolution Framework: Good faith discussion for 30 days, then binding JAMS arbitration in Los Angeles, CA.
Rights Management: Administration and collection of revenue for Recordings from specific sources, including YouTube Content ID, Meta (Facebook/Instagram) Rights Management, and master recording performance royalties including Neighboring Rights.
Exhibit A: Standard Terms & Conditions
Warranties and Indemnification. Client warrants that: (i) Client has full right, power, and authority to enter into this Agreement and grant all rights hereunder; (ii) Client has secured all necessary rights, licenses, and permissions in the Recordings and Compositions; and (iii) all Metadata is accurate. Client agrees to defend, indemnify, and hold Arson harmless from third-party claims arising from breach of these warranties. Arson warrants it has the full right and authority to enter this Agreement and will perform in a professional manner, and agrees to indemnify Client from third-party claims arising from breach of its warranties.
Verification & Takedown. Arson may, upon reasonable notice, request documentation to verify Client's rights in the Recordings and Compositions. Client's failure to provide satisfactory documentation may result in paused services, content takedown, and withheld royalties until provided. Arson may, in its sole discretion, refuse to distribute or take down any content it reasonably believes is (a) infringing, obscene, defamatory, or objectionable; (b) subject to third-party claim; or (c) created or promoted via fraudulent means like artificial streaming. Arson may withhold Net Revenue from such content and terminate immediately. Client may request removal of any Recording at any time; Arson shall complete takedown within thirty (30) days of written notice, with outstanding royalties still payable.
Audit Rights. Client may, once per year upon 30 days' written notice, have an independent CPA audit Arson's books relating to this Agreement at Client's sole expense. If the audit reveals an underpayment of more than 10% for the audited period, Arson shall reimburse reasonable audit costs.
License Term for Recordings and Compositions. The license granted to Arson under the Grant of Rights section for each Recording and Composition delivered hereunder shall have an initial term of one (1) year from the date such Recording or Composition is first delivered to Arson, and shall automatically renew for successive one (1) year renewal terms thereafter unless either party delivers written Notice of non-renewal no later than ninety (90) days prior to the end of the then-current term. The foregoing license-term structure applies on a per-Recording and per-Composition basis to the music delivered under this Agreement and is in addition to (and shall not limit) the post-termination collection rights set forth below.
Post-Termination Collection. Following termination, Arson may collect income earned during the Term as follows. Distribution & Rights Management: until final payment is received from all third-party platforms for exploitations authorized during the Term. Publishing Administration: twelve (12) months in the U.S. and eighteen (18) months in all other territories following the effective date of termination.
Limitation of Liability. Arson shall not be liable for any indirect, incidental, or consequential damages, including lost profits. Arson's total liability for any and all claims shall be limited to the amount of Net Revenue paid by Arson to Client during the twelve (12) month period preceding the claim.
Notices. All formal notices shall be in writing and sent via email. Notices to Arson: legal@arsontheory.com. Notices to Client: the email address you provided above. Notices shall be deemed received upon transmission.
Cure Period & Force Majeure. Neither party shall be deemed in breach unless the other party provides written notice of the specific breach and the breaching party fails to cure within 30 days (or 15 days for royalty payment failures). Neither party shall be deemed in breach for failure caused by force majeure (acts of God, war, natural disaster).
Confidentiality & Non-Disparagement. The terms of this Agreement are confidential and shall not be disclosed to third parties (other than professional representatives or as required by law). Neither party shall make any public statement disparaging the other in connection with this Agreement.
Relationship of Parties. Client and Arson are independent contractors. No joint venture, partnership, agency, or fiduciary relationship is created by this Agreement.
Assignment. This Agreement binds and inures to the parties and permitted successors and assigns. Client may not assign without Arson's prior written consent. A merger, change of control, reorganization (bankruptcy or otherwise), or controlling interest sale of Client is deemed an assignment requiring consent. Arson may assign or delegate any obligations to any third party, with or without notice.
Severability. If any provision conflicts with applicable law, that provision will be construed consistent with applicable law; all other provisions remain in full force.
No Waiver. No waiver (express or implied) of any provision affects the waiving party's right to later enforce that provision.
Counterparts & Electronic Signature. This Agreement may be executed electronically (including by clicking "Agree" or signing a PDF). Electronic signatures have the same legal effect as handwritten signatures.
Modification & Amendment. No modification, waiver, or amendment is valid unless in a written document signed by both parties. This Agreement does not supersede any separate, fully executed agreement concerning a different subject matter unless expressly agreed in a written amendment.
Controlling Agreement. In the event of a direct conflict between this Agreement and any other separate fully executed agreement between the parties, the terms of the agreement most specific to the subject matter in question shall control.
Entire Agreement. This Agreement, together with its Exhibits, constitutes the entire understanding between the parties regarding the services outlined herein and supersedes all prior and contemporaneous agreements, whether written or oral.
