These Administration Terms and Conditions (the "Agreement") govern the relationship between Ocean House Music Publishing Administration ("Company", "we", "us", or "our") and the individual or entity registering for or using our administration services ("Writer", "Publisher", "Administrator", "you", or "your").

1. DEFINITIONS

Composition(s): The musical compositions (including lyrics and music) owned or controlled, in whole or in part, by you and submitted to Company during the Term.

Gross Receipts: All monies actually received by Company worldwide directly attributable to the exploitation of the Compositions, including mechanical royalties, public performance royalties, synchronization fees, and digital royalties.

Administration Fee: The percentage of Gross Receipts retained by Company as compensation for its services, as specified in Section 5.

PRO: A Performing Rights Organization (e.g., ASCAP, BMI, PRS, SESAC, AMCOS) responsible for collecting public performance royalties.

2. GRANT OF RIGHTS & APPOINTMENT

2.1. Exclusive Administration: You hereby appoint Company and its affiliate partners (e.g., Right Angle Music), and Company accepts such appointment, as your exclusive administrator worldwide to manage, administer, collect, and exploit the selected Compositions of your choosing. This grant includes the exclusive right to register the Compositions with PROs, mechanical rights organizations, digital service providers, and collective management organizations throughout the Territory.

2.2. Rights Granted: Without limiting the generality of the foregoing, you grant Company the exclusive right to:

a) Register the Compositions in the name of Company or its sub-publishers with all relevant collection societies worldwide.
b) Issue licenses (including mechanical, digital, print, and synchronization licenses) for the use and exploitation of the Compositions.
c) Collect all Gross Receipts earned by the Compositions, whether earned before or during the Term of this Agreement.
d) Use your name, likeness, and biographical material for the purposes of trade and advertising in connection with the Compositions and our services.

3. TERM & RETENTION PERIOD

3.1. Term: The term of this Agreement shall be determined by the client's own timelines.

3.2. Collection & Retention Period: Following the termination of the Term, Company shall retain the exclusive right to collect all monies earned by the Compositions during the Term for one (1) year (the "Post-Term Retention Period") due to delayed accounting by third parties. For clarity, no future royalties earned after the termination will be collected. Company shall continue to account to you for such pipeline collections in accordance with Section 6.

4. COMPOSITION SUBMISSION & REGISTRATION

4.1. Accuracy of Metadata: You agree to submit the Compositions to Company via the approved registration portal, providing complete and accurate metadata, including song titles, splits/shares, co-writer names, PRO affiliations, and ISRC/ISWC codes (if available).

4.2. Split Disputes: In the event of a dispute between you and a third party regarding the ownership split of a Composition, Company reserves the right to hold any related royalties in escrow, or instruct collection societies to hold such funds, until the dispute is resolved by written agreement or final court order.

5. FEES & ROYALTY SPLITS

5.1. Administration Fee: As full compensation for the services rendered by Company under this Agreement, Company shall retain thirteen percent (13%) of all Gross Receipts collected. The remaining eighty-seven percent (87%) shall be credited to your account (the "Net Shares").

5.2. Direct Performance Royalties: For the avoidance of doubt, you shall continue to receive your "Writer's Share" of public performance royalties directly from your affiliated PRO. Company shall only collect the "Publisher's Share" of performance royalties, unless otherwise required by local society rules in foreign territories.

6. ACCOUNTING, PAYMENTS & MINIMUM INCOME REQUIREMENTS

6.1. Accounting Frequency: Company shall render statements and issue payments to you on a quarterly basis, within forty-five (45) days after the end of each calendar quarter (periods ending March 31, June 30, September 30, and December 31), subject to the minimum threshold requirements outlined below.

6.2. Minimum Income Requirement: To qualify for a quarterly distribution payout, your account must meet a Minimum Income Requirement of Fifty Dollars ($50.00 USD) in accumulated, un-paid Net Shares. If the balance in your account is below $50.00 USD at the close of any given calendar quarter, no payment will be issued for that period, and the entire balance will automatically roll over to the subsequent accounting period until the minimum threshold is met.

6.3. Audit Rights: You shall have the right, at your sole expense, to engage an independent Certified Public Accountant to audit Company's books and records relating specifically to your Compositions. Such audit may be conducted once per calendar year upon thirty (30) days' prior written notice.

7. REPRESENTATIONS, WARRANTIES & INDEMNITIES

7.1. Your Warranties: You represent and warrant to Company that: (a) you have the full right, power, and authority to enter into this Agreement; (b) you own or exclusively control the rights granted herein; (c) the Compositions are original work and do not infringe upon the copyright, trademark, or privacy rights of any third party; and (d) no sample, interpolation, or third-party element is utilized without proper, written authorization.

7.2. Indemnification: You agree to indemnify, defend, and hold harmless Company, its affiliates, directors, officers, and employees from and against any and all claims, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of or related to any breach or alleged breach of your representations, warranties, or covenants under this Agreement.

8. LIMITATION OF LIABILITY

8.1. COMPANY MAKES NO GUARANTEES REGARDING THE AMOUNT OF ROYALTIES, MONIES, OR LICENSING OPPORTUNITIES THAT WILL BE GENERATED UNDER THIS AGREEMENT.

8.2. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, DATA, OR REVENUE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY'S MAXIMUM AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES RETAINED BY COMPANY FROM YOUR COMPOSITIONS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. GOVERNING LAW & DISPUTE RESOLUTION

9.1. Governing Law: This Agreement shall be construed and enforced in accordance with the laws of the State of California, without regard to its conflicts of law principles.

9.2. Arbitration: Any dispute, controversy, or claim arising out of or relating to this contract, including its formation or breach, shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The place of arbitration shall be Ventura, California, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

10. MISCELLANEOUS

10.1. Entire Agreement: This Agreement constitutes the entire understanding between the parties regarding the subject matter hereof and supersedes all prior agreements or understandings, written or oral.

10.2. Modifications: Company reserves the right to modify these Terms and Conditions at any time. We will provide notice of material changes by posting the updated terms within our dashboard or via email. Your continued use of our services following such notice constitutes acceptance of the modified terms.

10.3. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.