COPYRIGHT ASSIGNMENT AND REVENUE SHARING AGREEMENT
1. INTRODUCTION AND ACCEPTANCE
This Copyright Assignment and Revenue Sharing Agreement (the “Agreement”) governs the fixed-term assignment of economic exploitation rights in sound and/or audiovisual recordings submitted to MixNauten® and accepted for exploitation.
By electronically accepting this Agreement, creating or maintaining an account, submitting Works, requesting exploitation, or continuing to use the MixNauten® workflow after publication of this Agreement, the Assignor confirms that it has read, understood and accepted all terms herein.
If the Assignor does not accept this Agreement in full, the Assignor must not submit Works, request exploitation, use the account, or rely on MixNauten® for any exploitation, delivery, rights-management or settlement activity.
2. PARTIES AND LEGAL CAPACITY
This Agreement is entered into between MixNauten®, EU Trademark No. 018795553, operated as a trade name by a natural person under Italian law (hereinafter “MixNauten®”, the “Assignee” or the “Rights Holder”), and the undersigned artist, producer, label, rights holder, or duly authorized representative (hereinafter the “Assignor”).
MixNauten® is a brand and trade name. It is not presented under this Agreement as a company, corporation, partnership, agency or collective management entity. For the purposes of this Agreement, the contracting party, and the sole holder of all rights, obligations and liabilities arising from this Agreement, is the Assignee, a natural person under and pursuant to Italian law.
The Assignor represents that it has full legal capacity and authority to enter into this Agreement and to assign the rights described herein. If the Assignor acts on behalf of an artist, producer, label, co-owner, company or third party, the Assignor represents and warrants that it is duly authorized to bind such party and to assign the relevant rights.
3. NATURE OF THE AGREEMENT
The Parties expressly agree that this Agreement is a fixed-term assignment of economic exploitation rights and not a mere distribution-services agreement, mandate, agency, brokerage, consultancy, marketing agreement, or intermediation arrangement.
During the term of the assignment, the Assignee exploits the Works in its own name, on its own account and at its own economic and operational risk, as temporary holder of the assigned economic exploitation rights. Any delivery, metadata handling, takedown, claim management, reporting, content identification, platform communication or similar activity is carried out by the Assignee in its capacity as rights holder during the term, and not as a service rendered to the Assignor.
Nothing in this Agreement transfers or limits the Assignor’s moral rights where such rights are mandatory and non-transferable under applicable law.
4. DEFINITIONS
- WORKS
- The sound recordings and/or audiovisual recordings designated by the Assignor and accepted by the Assignee, including titles, artwork, credits, metadata, identifiers, lyrics where applicable, and any deliverables required for exploitation.
- PLATFORMS
- Any third-party digital stores, streaming services, DSPs, social networks, UGC services, content identification systems, rights-management systems, download services, video services, short-form video services, and similar exploitation channels.
- ASSIGNED RIGHTS
- The economic exploitation rights assigned to the Assignee under this Agreement, including rights of reproduction, distribution, making available, communication to the public, monetization, enforcement, collection, technical adaptation and sublicensing to Platforms and technical partners as necessary for exploitation.
- GROSS REVENUES
- Amounts actually received, paid and settled to the Assignee by Platforms or technical partners in relation to the Works, net of Platform fees or commissions, refunds, chargebacks, deductions, payment reversals, taxes withheld by Platforms where applicable, and Platform-level adjustments.
- DEDUCTIBLE COSTS
- Reasonable administrative, technical, operational, processing, compliance, anti-fraud, accounting, payment, support, dispute-management, rights-management and similar internal costs incurred by the Assignee in connection with the exploitation, management, reporting and settlement of the Works, including any third-party costs borne by the Assignee where applicable.
- NET REVENUES
- Gross Revenues minus Deductible Costs, as determined by the Assignee for the sole purpose of calculating the Assignor’s revenue participation.
- REVENUE PARTICIPATION
- The percentage of Net Revenues allocated to the Assignor as consideration connected with the fixed-term assignment of the Assigned Rights, and not as remuneration for services.
- IMPROPER CONDUCT
- Any conduct, omission, delivery, activity or circumstance involving or reasonably suspected to involve infringement, fraud, streaming manipulation, artificial engagement, false metadata, false identity, unauthorized samples, unauthorized AI-generated or AI-assisted content, unlawful content, breach of Platform rules, breach of this Agreement, or other conduct likely to expose the Assignee, Platforms or third parties to legal, commercial, technical, reputational or financial risk.
- STREAMING MANIPULATION
- Any activity or method, by human or non-human means, intended or likely to artificially create, inflate, alter or manipulate streams, views, downloads, followers, saves, engagement, chart position, market share, royalties or other metrics, including bots, scripts, click farms, fake accounts, account sharing, VPN misuse, incentivized non-genuine listening, or third-party promotion services using illegitimate methods.
- AI / MACHINE LEARNING
- Any computational technique including, without limitation, generative AI, text and data mining, model training, fine-tuning, testing, evaluation, embedding, fingerprinting, classification, detection, or similar processes.
- MATERIAL BREACH
- A serious breach that substantially defeats the purpose of this Agreement or exposes the Assignee, Platforms or third parties to material risk, including without limitation infringement, false warranties, fraud, repeated submission of unauthorized content, Improper Conduct, failure to cooperate with compliance checks, or non-payment of undisputed amounts.
5. ASSIGNMENT OF ECONOMIC EXPLOITATION RIGHTS
The Assignor hereby assigns, transfers and conveys to the Assignee, who accepts, the Assigned Rights in and to the Works for the term and territory set forth in this Agreement.
The assignment includes, without limitation, the rights to:
- copy, reproduce, encode, format and technically process the Works in any digital or technical format;
- distribute, sell, stream, transmit, communicate and make the Works available to the public, including on-demand and non-interactive uses;
- monetize the Works through Platforms, including streaming, download, UGC, content identification, rights-management and similar systems;
- use artwork, artist names, label names, titles, metadata, credits, images and biographical information supplied by the Assignor in connection with the Works;
- create, manage, correct and use identifiers and metadata, including ISRC, UPC, platform-specific identifiers and catalogue data;
- edit, adapt, trim, format, normalize, encode and create technical derivatives strictly as required for exploitation, compliance, platform delivery, fingerprinting, reporting, claims, or takedown processing;
- grant sublicenses to Platforms, technical providers, content identification systems and rights-management partners solely to the extent necessary to exploit, manage, identify, enforce, report and settle the Works;
- authorize or enable lawful User Generated Content uses where supported by the relevant Platforms and consistent with Platform rules;
- enforce, claim, collect, redirect, recover or administer revenues, damages, settlements or adjustments arising from the exploitation, identification or unauthorized use of the Works.
The Assignee shall have full discretion to exploit or not exploit the Works, in whole or in part, subject to technical feasibility, Platform rules, compliance requirements and commercial assessment.
6. TERRITORY
The assignment is worldwide, unless the Assignee expressly accepts a narrower territorial configuration in writing or through the operational tools made available to the Assignor.
7. WORKS, METADATA AND DELIVERY REQUIREMENTS
The Assignor shall deliver the Works, artwork, metadata, credits and all related materials in a technically usable form and in compliance with the requirements of the Assignee and the relevant Platforms.
The Assignor is solely responsible for the truth, accuracy, completeness and legality of all information and materials supplied, including artist names, titles, label names, credits, contributors, copyright ownership, neighboring rights ownership, samples, lyrics, artwork, explicit content indications, AI declarations, territory restrictions and release dates.
The Assignee may correct, normalize, complete or adapt metadata where reasonably necessary to satisfy Platform requirements, avoid rejection, prevent duplication, resolve technical inconsistencies, comply with rights-management standards, or maintain catalogue integrity.
The Assignee may refuse, suspend, delay, remove or reject any Work, artwork, metadata or related material that is incomplete, technically defective, misleading, unlawful, potentially infringing, suspected of fraud, incompatible with Platform rules, or otherwise unsuitable in the Assignee’s reasonable assessment.
8. PLATFORMS AND OPERATIONAL DISCRETION
The Assignee shall have sole discretion regarding exploitation strategy, including Platform selection, delivery timing, release configuration, pricing where applicable, territorial availability, metadata formatting, content identification, takedown management, claim management, catalogue continuation, and discontinuation of exploitation.
Platforms are independent third parties. The Assignor acknowledges that Platforms may reject, delay, remove, block, demonetize, reclassify, restrict, modify, merge, split, report, audit or otherwise affect the Works, revenues or metadata according to their own rules, systems, policies, algorithms or commercial decisions.
The Assignee shall not be liable for Platform decisions, Platform delays, editorial outcomes, algorithmic treatment, playlist placement, search visibility, store availability, reporting delays, revenue adjustments, policy changes, technical failures, or any other Platform-driven outcome.
9. TERM, AUTOMATIC RENEWAL AND NON-RENEWAL
The assignment is granted for a fixed term of three (3) years from the date of electronic acceptance or from the first accepted submission of Works, whichever occurs first (the “Initial Term”).
Thereafter, this Agreement shall automatically renew for successive one (1) year renewal periods (each a “Renewal Term”), unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
Early termination is permitted only in accordance with this Agreement, including in case of Material Breach, Improper Conduct, compliance risk, Platform risk, or any other termination ground expressly set forth herein.
10. CONSIDERATION, REVENUE SHARE AND PAYMENTS
In consideration for the fixed-term assignment of the Assigned Rights, the Assignee shall allocate to the Assignor a Revenue Participation equal to seventy percent (70%) of Net Revenues. The remaining thirty percent (30%) shall be retained by the Assignee as consideration for the assignment, risk assumption, administration, rights-management and exploitation of the Works.
The Parties expressly agree that the Revenue Participation and any settlement under this Agreement arise from the exploitation of assigned economic rights and shall not be construed as remuneration for distribution services, intermediation, mandate, agency, consultancy, marketing, technical support or any other service.
Payments shall be made only on revenues actually received, reported, reconciled and made available to the Assignee by Platforms or technical partners. No payment shall be due on estimated, pending, unreported, disputed, blocked, reversed, withheld, fraudulent, reclaimed or non-settled amounts.
The Assignee may set and modify reasonable minimum payout thresholds, payment frequencies, verification procedures, payment methods and administrative rules. Bank charges, PayPal fees, currency conversion costs, payment processor fees, tax deductions and similar costs may be deducted from payments or borne by the Assignor.
The Assignee may delay, suspend, withhold, offset or reverse payments in case of disputes, chargebacks, refunds, Platform holds, fraud indicators, Improper Conduct, suspected infringement, tax documentation issues, KYC/AML verification, payment method inconsistencies, compliance checks or any other reasonable risk-assessment need.
If revenues previously paid to the Assignor are later reclaimed, reversed, charged back, deemed fraudulent, adjusted by a Platform, or found to have been paid in error, the Assignor shall promptly reimburse the Assignee or, at the Assignee’s discretion, such amounts may be deducted from future payments.
11. ACCOUNTING, STATEMENTS AND AUDIT
The Assignor acknowledges that revenue data, timing, deductions, tax treatment, adjustments and allocation are primarily determined by Platforms and technical partners. The Assignee shall provide statements and reporting through its customary tools or documents, subject to Platform availability, data quality and reconciliation.
The Assignor may request clarification on a statement within twelve (12) months from the date on which the statement is made available. After such period, the statement shall be deemed accepted, except in case of manifest error or mandatory law to the contrary.
If the Assignor reasonably believes that a material accounting error exists, the Assignor may request a limited audit of relevant records once per calendar year, at the Assignor’s expense, by an independent auditor bound by confidentiality. The audit shall be limited to the Works covered by this Agreement and shall not include confidential Platform information, trade secrets, security information, fraud signals, technical integrations, third-party contracts, or data relating to other artists or rights holders.
12. KYC, AML, TAX AND PAYMENT VERIFICATION
The Assignor shall provide complete, accurate, current and verifiable identification, contact, tax, business, payment and rights-ownership information upon request and throughout the term of this Agreement.
The Assignee may require identity verification, proof of address, tax residency information, payment method verification, company documentation, beneficial ownership information, authorization documents, proof of rights, bank or PayPal verification, or any other documentation reasonably necessary for compliance, fraud prevention, payment processing, tax assessment, sanctions screening or risk management.
Failure to provide requested information, providing incomplete, misleading, inconsistent or unverifiable information, or refusing to cooperate with verification procedures may result in withholding of payments, suspension of the account, refusal of new Works, removal of existing Works, termination of this Agreement, or any other protective measure deemed appropriate by the Assignee.
The Assignor remains solely responsible for its own tax obligations, declarations, invoices, VAT or equivalent taxes, withholding tax treatment, social security obligations and any fiscal obligations arising from amounts received under this Agreement. If any tax, penalty, interest or charge is imposed on the Assignee due to incorrect, incomplete or misleading information supplied by the Assignor, the Assignee may deduct, withhold or reclaim the corresponding amount.
Personal data supplied for contractual, compliance, tax, payment, anti-fraud and security purposes shall be processed in accordance with applicable data protection law, including the GDPR where applicable, and the Assignee’s applicable privacy notices.
13. IMPROPER CONDUCT AND STREAMING MANIPULATION
The Assignor shall not engage in, authorize, encourage, purchase, facilitate, conceal or benefit from Improper Conduct or Streaming Manipulation, whether directly or through third parties.
Streaming Manipulation may include, without limitation, artificial streams, fake plays, bot activity, click farms, stream farms, fake accounts, incentivized non-genuine engagement, repeated self-streaming, VPN manipulation, manipulated playlists, fraudulent traffic, artificial downloads, artificial followers, artificial saves, artificial charting activity, or any similar conduct that does not reflect bona fide consumer listening or viewing.
The Assignor acknowledges that third-party marketing companies, playlist promoters, agencies, labels, distributors, managers or other persons acting on behalf of the Assignor may cause Streaming Manipulation or Improper Conduct. Any such activity connected to the Works shall be treated as the Assignor’s responsibility under this Agreement.
If the Assignee, a Platform or a technical partner reasonably suspects Improper Conduct, the Assignee may suspend payments, block withdrawals, disable new submissions, remove Works, request explanations and documentation, report the matter to Platforms, terminate the Agreement, reclaim paid amounts, offset damages, and withhold disputed or suspicious revenues until resolution.
A Platform report, warning, fraud signal, takedown notice, revenue hold, demonetization notice, claim, chargeback, audit result or similar communication shall constitute sufficient basis for the Assignee to adopt protective measures, unless and until the matter is resolved to the Assignee’s satisfaction.
Payment of any amount to the Assignor shall not constitute confirmation that the related revenues are valid, final, non-fraudulent or free from later adjustment, chargeback, reclaim or investigation.
14. PROHIBITED PROMOTION
The Assignor shall use only lawful, transparent and legitimate marketing and promotional methods that comply with applicable law, Platform rules and industry standards.
The Assignor shall not engage, directly or indirectly, any bot service, streaming-boosting service, artificial playlisting service, fake engagement provider, click-farm, traffic generator, manipulated ad network, misleading pre-save campaign, or any provider or practice likely to generate artificial, fraudulent, non-genuine or policy-violating activity.
The Assignee may request verifiable proof of legitimate marketing activity, including invoices, contracts, provider details, campaign descriptions, reports, targeting information, promotional materials and traffic sources. Failure to provide satisfactory proof may result in suspension, withholding of revenues, removal of Works or termination.
15. AI POLICY AND DATA USE
The Assignor shall not submit Works created, generated, modified or substantially assisted by AI systems trained on copyrighted, proprietary, restricted or otherwise unauthorized material without proper authorization and disclosure.
The Assignor shall accurately disclose, upon submission and upon request, whether any Work, artwork, voice, performance, image, lyric, metadata element or other material has been created, modified or assisted by AI technology, including the nature and extent of such use.
Where Platforms require AI-generated or AI-assisted content to be labelled, tagged, designated or disclosed, the Assignor shall provide all required metadata, declarations and supporting information.
The Assignee may reject, remove, disable, withhold revenues from, or refuse to exploit any Work that violates this Section or that the Assignee reasonably suspects to involve unauthorized, undisclosed, infringing, misleading or policy-violating AI use.
The Assignee may process the Works and metadata for technical delivery, encoding, fingerprinting, content identification, fraud prevention, rights management, reporting, analytics, compliance, security and catalogue administration. The Assignee shall not use the Works to train or fine-tune generative AI models unless expressly agreed in a separate written agreement.
16. THIRD-PARTY RIGHTS AND OBLIGATIONS
The Assignor is solely responsible for obtaining, maintaining and paying for all rights, permissions, licenses, clearances and approvals required for the Works and all related materials, including composition rights, publishing rights, neighboring rights, performer rights, producer rights, sample clearances, artwork rights, image rights, trademark rights, personality rights, synchronization-related permissions where applicable, and any contributor or third-party participation.
The Assignor is solely responsible for any payments due to artists, producers, authors, composers, publishers, featured artists, session musicians, labels, licensors, managers, collecting societies, unions, guilds or any other person or entity involved in or connected with the Works.
The Assignee has no obligation to verify underlying ownership, clear samples, obtain publishing licenses, pay mechanical royalties, pay performer royalties, pay third-party royalties, or settle any obligation owed by the Assignor to third parties, except where expressly required by mandatory law and directly applicable to the Assignee.
17. WARRANTIES AND REPRESENTATIONS
The Assignor represents and warrants that:
- it owns or lawfully controls all rights necessary to enter into this Agreement and assign the Assigned Rights;
- the Works and related materials do not infringe copyright, neighboring rights, trademark rights, image rights, privacy rights, contractual rights, moral rights, publicity rights or any other third-party rights;
- all samples, interpolations, covers, adaptations, remixes, stems, beats, loops, vocals, AI-generated elements and third-party materials are duly cleared and authorized;
- there are no conflicting agreements, claims, liens, restrictions, assignments, licenses or obligations that prevent or limit the assignment granted herein;
- all metadata, credits, ownership information, contact data, tax data, payment data and declarations supplied to the Assignee are true, complete, accurate and not misleading;
- the Works do not contain unlawful, defamatory, hateful, extremist, pornographic, exploitative, misleading, violent, abusive, discriminatory or otherwise prohibited material under applicable law or Platform rules;
- the Assignor will comply with all Platform rules, technical requirements, compliance requests and reasonable instructions issued by the Assignee in connection with the Works.
18. INDEMNITY
The Assignor shall indemnify, defend and hold harmless the Assignee from and against any claims, damages, liabilities, losses, penalties, chargebacks, refunds, costs, expenses and reasonable legal fees arising out of or related to the Works, the Assignor’s breach of this Agreement, infringement claims, Platform claims, Improper Conduct, Streaming Manipulation, false warranties, inaccurate metadata, tax non-compliance, payment disputes, unauthorized AI use, or any third-party claim connected to the Works.
In case of any claim, notice, investigation, Platform warning, infringement allegation or credible risk, the Assignee may suspend exploitation, remove the Works, withhold related revenues, request documentation, cooperate with Platforms, defend its own interests, and deduct reasonable costs from amounts otherwise payable to the Assignor.
Any settlement of a claim affecting the Assignee, the Works, the Platforms or assigned rights shall require the Assignee’s prior written approval.
19. ACCOUNT BLOCKING, SUSPENSION AND TERMINATION FOR CAUSE
The Assignee may adopt protective, compliance and risk-mitigation measures, including temporary account blocking, suspension of new submissions, withholding of payments, disabling of withdrawals, rejection of Works, takedown of Works, and termination of this Agreement, in order to prevent legal, reputational, commercial, technical, financial or Platform-related harm.
The Assignee may temporarily block or suspend the Assignor’s account and/or settlements if the Assignor:
- breaches this Agreement or any Platform rule;
- submits infringing, unauthorized, unlawful, misleading or non-compliant Works;
- provides false, incomplete, inconsistent or unverifiable identity, contact, tax, rights-ownership or payment information;
- fails to cooperate with compliance, KYC, AML, tax, anti-fraud, rights-verification or Platform investigations;
- engages in, benefits from, or is reasonably suspected of Improper Conduct or Streaming Manipulation;
- uses Prohibited Promotion or fails to provide proof of legitimate marketing activity when requested;
- contacts Platforms, DSPs, stores, technical partners or rights-management partners directly in a way that interferes with the Assignee’s exploitation, rights-management, compliance handling or commercial relationships;
- transfers, sells, rents, shares or attempts to transfer account credentials, access, provider accounts or operational tools without written authorization;
- creates, operates or controls multiple accounts without authorization, or attempts to bypass a suspension or termination;
- insults, harasses, threatens, defames or abuses the Assignee, its collaborators, users, artists, licensors, Platforms or partners;
- creates any other circumstance that, in the Assignee’s reasonable assessment, requires immediate protective action.
Where reasonably feasible, the Assignee will notify the Assignor of the blocking or suspension and the general reason. However, prior notice is not required where immediate action is necessary, where disclosure could compromise an investigation, or where a Platform, legal authority or compliance risk requires confidentiality.
The Assignee may terminate this Agreement with immediate effect by written electronic notice if the Assignor commits a Material Breach, engages in Improper Conduct, fails to cure a curable breach within the period indicated by the Assignee, or creates legal, commercial, reputational, technical, financial or Platform risk.
If the account has been terminated for cause, the Assignor is prohibited from creating or using another account, directly or indirectly, without the Assignee’s prior written authorization.
20. FORFEITURE, WITHHOLDING AND RECLAIM OF REVENUES
If the Assignee determines, acting reasonably and in good faith, that revenues are connected to Improper Conduct, Streaming Manipulation, infringement, unauthorized content, false metadata, breach of Platform rules or breach of this Agreement, the Assignee may withhold, freeze, offset, reverse or forfeit the relevant amounts to the maximum extent permitted by law and Platform rules.
Where a Platform withholds, reclaims, offsets, reverses or refuses payment of revenues, the Assignor shall have no claim against the Assignee for such amounts. If such amounts have already been paid to the Assignor, the Assignor shall reimburse them or the Assignee may deduct them from future payments.
The Assignee may apply withheld or reclaimed amounts to cover refunds, chargebacks, Platform penalties, legal fees, compliance costs, investigation costs, third-party claims, damages or any amount owed by the Assignor under this Agreement.
21. RIGHTS MANAGEMENT, ENFORCEMENT AND COLLECTION
During the term of the assignment, the Assignee may perform rights-management, content identification, claiming, blocking, monetization, enforcement and collection activities in relation to the Works through Platform tools, content identification systems, rights-management systems, automated or semi-automated claim systems, and similar mechanisms.
The Assignor authorizes the Assignee to claim, collect, redirect, administer, settle, dispute, release, block, monetize or enforce uses of the Works in the Assignee’s own name and/or, where necessary, in the name of the Assignor, to the extent required to protect and exploit the Assigned Rights.
Amounts recovered through enforcement, claims, settlements or rights-management activities shall first reimburse the Assignee for reasonable costs, fees and expenses incurred in obtaining or administering such recovery. The remaining amount, if any, shall be treated according to the revenue-sharing provisions of this Agreement unless otherwise agreed in writing.
22. USER GENERATED CONTENT
Where supported by Platforms, the Assignee may authorize or enable the creation, use and monetization of User Generated Content incorporating the Works, artwork or other materials supplied by the Assignor.
User Generated Content may include videos, short-form videos, remixes, edits, mashups, filters, visual adaptations, social media posts, livestream uses, or other third-party content using or incorporating the Works through Platform functionality.
The Assignor acknowledges that User Generated Content is controlled by Platform rules and user activity, and that the Assignee does not guarantee specific monetization, blocking, removal, claiming or editorial treatment of such content.
23. BARCODES, UPC, ISRC AND IDENTIFIERS
The Assignee may create, assign, manage or use UPCs, ISRCs and other identifiers for the Works where necessary or appropriate. Unless expressly agreed otherwise, identifiers supplied or generated through the Assignee’s workflow are for use within the Assignee’s exploitation and catalogue management only.
The Assignor shall not transfer, resell, misuse, duplicate or independently exploit identifiers supplied through the Assignee without written authorization.
24. PLAYLISTS, SOCIAL AND PROMOTION
Any inclusion of the Works in playlists, social posts, editorial content, promotional channels, marketing materials or similar initiatives controlled by the Assignee is entirely discretionary and creates no obligation.
No guaranteed marketing, playlist placement, editorial support, advertising, visibility, chart result, number of streams, revenue level, follower growth, social result, release performance or commercial outcome is promised.
25. NO AGENCY, NO SERVICES, INDEPENDENT EXPLOITATION
The Parties expressly agree that the Assignee does not act as agent, intermediary, mandatary, representative, distributor-for-hire, consultant, fiduciary, employee, partner or service provider of the Assignor.
No partnership, joint venture, employment, fiduciary, agency, mandate or collective management relationship is created by this Agreement.
The Assignor shall not represent to any Platform, third party, public authority, user, artist, label or business partner that the Assignee acts as the Assignor’s agent, representative, employee, distributor-for-hire or mandatary.
26. WIND-DOWN, TAKEDOWN AND REVERSION OF RIGHTS
Upon expiration, valid non-renewal or effective termination of this Agreement, the Assigned Rights shall revert to the Assignor, subject to the wind-down, Platform processing and survival provisions set forth herein.
The Assignor acknowledges that Platforms and technical partners require processing time for takedowns, catalogue changes, rights-management removal, claim release, metadata updates and final revenue reconciliation. The Assignee shall be entitled to a reasonable wind-down period, typically up to ninety (90) days and subject to Platform processing timelines.
Sublicenses, Platform authorizations and technical processes granted or initiated during the term shall remain valid to the extent necessary to complete takedowns, final accounting, claim resolution, settlement, chargeback processing, fraud checks, rights-management release and other wind-down activities.
Termination or expiration shall not affect accrued rights, pending payments, chargebacks, adjustments, indemnities, confidentiality, audit limitations, tax obligations, compliance obligations, or any provision intended by its nature to survive.
27. LIMITATION OF LIABILITY
To the maximum extent permitted by law, the Assignee shall not be liable for indirect, consequential, incidental, punitive or special damages, loss of profits, loss of expected revenues, loss of reputation, loss of opportunity, loss of data, loss of goodwill, Platform-driven outcomes, editorial decisions, algorithmic results, account restrictions, store removals, playlist failures, search visibility, or third-party conduct.
The Assignee’s aggregate liability, if any, shall be limited to the Net Revenues actually received by the Assignee and attributable to the specific Work or Works giving rise to the claim during the six (6) months preceding the event giving rise to liability, except in cases of willful misconduct or where a different limitation is required by mandatory law.
28. CONFIDENTIALITY
Each Party shall keep confidential the other Party’s non-public business information and any Platform confidential information, including statement formats, fees, operational processes, fraud signals, technical integrations, reporting methods, payment structures, partner information, security measures, commercial terms and compliance procedures.
Confidential information may be disclosed only to the extent required by law, court order, tax authority, regulatory authority, Platform investigation, payment provider, professional advisor, or as reasonably necessary to enforce this Agreement, process payments, prevent fraud, manage rights, resolve claims, or comply with legal obligations.
29. CHANGES TO THE AGREEMENT
The Assignee may update this Agreement from time to time for legal, fiscal, technical, operational, compliance, Platform-related or commercial reasons. The latest version shall be made available through the official MixNauten® website or workflow.
Where a change materially affects the business relationship with the Assignor, the Assignee will use reasonable efforts to notify the Assignor electronically. If the Assignor does not accept the updated terms, the Assignor may terminate the Agreement by written notice within fourteen (14) days from such notice, subject to wind-down, takedown and settlement provisions. Continued use of the account, submission of Works or exploitation after such period constitutes acceptance of the updated terms.
30. NOTICES
Notices under this Agreement shall be provided electronically via the email address supplied by the Assignor at acceptance and via the Assignee’s official contact channels as published on the MixNauten® website, unless otherwise agreed.
The Assignor is responsible for keeping contact information current and monitored. Notices sent to the last email address supplied by the Assignor shall be deemed validly delivered unless the Assignee receives a technical non-delivery notification.
31. ASSIGNMENT OF AGREEMENT
The Assignor may not assign, transfer, sublicense, delegate or otherwise dispose of this Agreement, the account, payment rights, access credentials, or any rights or obligations hereunder without the Assignee’s prior written consent.
The Assignee may assign or transfer this Agreement, in whole or in part, or any rights and obligations arising from it, to the extent necessary for business continuity, catalogue management, rights exploitation, succession, transfer of the brand, or reorganization of the exploitation structure, provided that the essential economic position of the Assignor is not materially prejudiced.
32. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with Italian law.
Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent courts in Italy, without prejudice to any mandatory jurisdiction rule that may apply by law.
33. ENTIRE AGREEMENT, SEVERABILITY AND WAIVER
This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior discussions, communications, proposals, versions or understandings concerning the same subject matter.
If any provision of this Agreement is held invalid, unlawful or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be replaced, to the extent permitted by law, by a valid provision that most closely reflects the original economic and legal purpose.
Failure or delay by either Party to enforce any right or provision shall not constitute a waiver of that right or provision.
34. ELECTRONIC ACCEPTANCE
By electronically accepting this Agreement, the Assignor confirms that it has read, understood and accepted all terms, that the information supplied is true and complete, and that the Assignor is legally authorized to assign the rights described herein.
Electronic acceptance, account use, submission of Works, approval of exploitation, or continued use of the MixNauten® workflow shall constitute valid acceptance of this Agreement to the maximum extent permitted by law.