End User License Agreement

This End User License Agreement ("EULA" or "Agreement") is a legally binding contract between you ("User," "you," or "your") and The Cur8 Group Corp. ("The Cur8 Group Corp.," "we," "us," or "our"). This Agreement governs your access to and use of the CreateBase software platform, including any associated services, updates, or content (collectively, the "Software" or "Platform").

By accessing, downloading, installing, or using the Software, you signify your acceptance of this EULA. If you do not agree to the terms of this Agreement, you must immediately stop using the Software.

1. LICENSE GRANT AND USE RESTRICTIONS

1.1 License Grant

Subject to your strict compliance with this EULA and payment of applicable fees, The Cur8 Group Corp. grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software solely for your personal or internal business purposes, as permitted by this Agreement and in accordance with all applicable laws and regulations.

1.2 Use Restrictions

You agree not to, directly or indirectly:

• Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software, except as expressly permitted by applicable law notwithstanding this limitation;
• Sell, rent, lease, distribute, license, sublicense, assign, or otherwise transfer any rights to the Software;
• Remove, alter, obscure, or deface any proprietary notices, labels, or trademarks on or within the Software;
• Use the Software for any illegal, unauthorized, or unethical purposes, including but not limited to the infringement of third-party intellectual property rights, the dissemination of unlawful content, or activities that could harm or interfere with the operation of the Software or the networks connected to it;
• Use any automated means, including but not limited to bots, scrapers, or similar technologies to access the Software or collect data from the Software;
• Attempt to gain unauthorized access to any portion of the Software or its related systems or networks.

2. INTELLECTUAL PROPERTY RIGHTS

2.1 Ownership

The Software and all associated intellectual property rights, including but not limited to copyrights, trademarks, trade secrets, and patents, are owned exclusively by The Cur8 Group Corp. or its licensors. Nothing in this EULA grants you any rights, title, or interest in or to the intellectual property of The Cur8 Group Corp., except for the limited license granted in Section 1.1. All rights not expressly granted are reserved by The Cur8 Group Corp.

2.2 User Content and Intellectual Property Disclaimer

• By uploading, submitting, or otherwise making available content through the Platform ("User Content"), you retain ownership of your intellectual property rights in the User Content.
• The Cur8 Group Corp. expressly disclaims any ownership or control over the copyrights or other intellectual property rights of any User Content uploaded to the Platform. The Cur8 Group Corp. has no intention of using any ownership or administrative share in a creative work to restrict Artist choices or actions, and expressly agrees not to do so. For any artist licensing decisions that would require an approval of the CreateBase Collections entity, such approval is automatically given.
• You hereby grant The Cur8 Group Corp. a worldwide, non-exclusive, royalty-free, fully-paid, sublicensable, and transferable license to use, reproduce, distribute, create derivative works of, display, and perform your User Content, including in any media formats and through any media channels, solely in connection with the operation, promotion, and improvement of the Platform and The Cur8 Group Corp's business, in a manner primarily focused on passing royalty income through the Platform to artists, less our administrative fee. The Cur8 Group Corp is not responsible for third-party use of user content.
• You represent and warrant that you have all rights, licenses, consents, and permissions necessary to grant the rights contained in this section to The Cur8 Group Corp.

2.3 IP Metadata Registration and Royalty Collection

• By using the Platform, you authorize The Cur8 Group Corp. to register creative intellectual property (IP) metadata on your behalf and to act as your publishing entity for the sole purpose of facilitating royalty collection.
• The Cur8 Group Corp. expressly disclaims any ownership or control over the copyrights to any IP referenced by the user-uploaded metadata. The Cur8 Group Corp.'s role is to act as your accountant, managing royalty collections and distributions, without assuming any ownership or control over your creative IP in a rights-ownership sense.

3. FEES AND PAYMENT

3.1 Fees

• Setup Fee: A reasonable setup fee is required to claim royalties through the Platform.
• Catalog Expansion Fees: Additional charges apply for automatically adding additional artist catalogs, as detailed in our current pricing policy available on the Platform.
• Administrative Fee: The Cur8 Group Corp. will retain a reasonable administrative fee from royalties collected, with the remainder passed through to you. The specific administrative fee percentage applicable to your account will be set forth in your onboarding documentation or account dashboard. Any increase to your administrative fee percentage will take effect only at the start of your next subscription or annual term and will not apply retroactively to the current term. CreateBase will notify you of any such change no later than thirty (30) days before the start of the next term. If you do not wish to accept the adjusted fee, you may terminate this EULA under Section 8.2 before the new term begins.

3.2 Payment Terms

• All fees are due at the time of purchase and are non-refundable except as required by applicable law.
• The Cur8 Group Corp. reserves the right to modify its fee structure upon reasonable notice to users.
• You are responsible for all taxes associated with your use of the Software, except for taxes based on our net income.

3.3 Tax Compliance and Withholding Obligations

4. USER OBLIGATIONS AND PROHIBITED ACTIVITIES

4.1 User Obligations

You agree to:

• Comply with all applicable laws, regulations, and acceptable use policies when using the Software;
• Provide accurate, current, and complete information as required for your use of the Software;
• Maintain the security and confidentiality of your account credentials and promptly notify The Cur8 Group Corp. of any unauthorized use or security breach.
• Maintain confidentiality and not disclose non-public information about the Software.
• Provide and maintain accurate tax documentation as required for compliance with applicable withholding and reporting obligations, including timely updates of any changes in tax residency, treaty eligibility, or taxpayer status.

4.2 Prohibited Activities

You agree not to:

• Upload, post, or share any User Content that violates or infringes upon the intellectual property rights, privacy rights, or other rights of any third party;
• Engage in any activity that could disrupt, damage, disable, overburden, or impair the Software's performance, integrity, or security, including through the use of malware, bots, or other harmful code;
• Circumvent, disable, or otherwise interfere with any security-related features or technical measures implemented by The Cur8 Group Corp to protect the Software;
• Use the Software to engage in any conduct that is unlawful, harmful, fraudulent, deceptive, or otherwise objectionable.
• Disclose confidential information related to the Software;
• Use the Software to harass, abuse, stalk, threaten or otherwise violate the rights of others;
• Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.

5. SANCTIONS AND EXPORT CONTROL COMPLIANCE

5.1 Definitions

For purposes of this Section 5, the following terms have the meanings set forth below:

"Sanctions Authorities" means, collectively: the U.S. Office of Foreign Assets Control ("OFAC"); the U.S. Department of Commerce Bureau of Industry and Security ("BIS"); the U.S. Department of State; HM Treasury of the United Kingdom; the European Union and its member state authorities; the United Nations Security Council; and any other governmental body with jurisdiction over CreateBase or User with authority to administer economic sanctions or export controls.

"Sanctions List" means any list of sanctioned, restricted, or denied persons, entities, or vessels maintained by a Sanctions Authority, including without limitation the OFAC Specially Designated Nationals and Blocked Persons List ("SDN List"), the OFAC Consolidated Sanctions List, the BIS Denied Persons List, the BIS Entity List, HM Treasury's OFSI Consolidated List, and any EU Consolidated Sanctions List.

"Sanctioned Territory" means any country, region, or territory subject to comprehensive territorial sanctions programs administered by any Sanctions Authority, including without limitation Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the Donetsk People's Republic ("DNR"), and the Luhansk People's Republic ("LNR"), as updated from time to time.

"Sanctioned Person" means any individual, entity, vessel, or aircraft: (i) listed on any Sanctions List; (ii) owned or controlled, directly or indirectly, by a person listed on any Sanctions List; (iii) acting on behalf of, or at the direction of, a person listed on any Sanctions List; or (iv) ordinarily resident in, incorporated in, or organized under the laws of a Sanctioned Territory.

5.2 User Representations and Warranties

By accepting this EULA, and by continuing to use the CreateBase platform, you represent and warrant that, as of the date of acceptance and on each date you use the platform:

• (a) You are not a Sanctioned Person and are not owned or controlled, directly or indirectly, by a Sanctioned Person;
• (b) You are not ordinarily resident in, and do not operate from, a Sanctioned Territory;
• (c) You will not use the CreateBase platform, or any royalties collected on your behalf, in connection with or for the benefit of any Sanctioned Person or Sanctioned Territory;
• (d) All information you have provided to CreateBase regarding your identity, nationality, country of residence, and banking details is accurate, complete, and not misleading;
• (e) You will promptly notify CreateBase at compliance@createbase.com if any of the foregoing representations become inaccurate at any time during the term of this EULA; and
• (f) You have not been notified of, and are not aware of, any pending investigation, designation, or proceeding by any Sanctions Authority that could result in your designation as a Sanctioned Person; and
• (g) You agree to complete an annual sanctions re-certification through the CreateBase platform when prompted. Failure to complete re-certification within thirty (30) days of the prompt may result in suspension of royalty distributions until re-certification is completed. CreateBase will provide no fewer than three (3) reminders before suspending distributions under this subsection.

The representations in this Section 5.2 are material and are a continuing condition of your use of the platform.

5.3 CreateBase Screening Rights

You acknowledge and agree that:

• (a) CreateBase reserves the right to screen your name, aliases, IPI numbers, and associated entities against Sanctions Lists at the time of onboarding and on a periodic basis thereafter (not less than quarterly);
• (b) CreateBase may employ third-party screening tools or services for this purpose, and you consent to the sharing of your identity data with such tools to the extent necessary for screening;
• (c) CreateBase may, in its sole discretion, decline to onboard or continue to provide services to any user who matches or closely resembles a listing on a Sanctions List, pending clarification; and
• (d) If CreateBase determines, in its reasonable judgment, that you are or may be a Sanctioned Person, CreateBase may immediately suspend your account and withhold any pending distributions without prior notice, subject to applicable law.

5.4 Prohibited Activities — Sanctions

You agree that you will not use the CreateBase platform or services to:

• (a) Collect, transfer, or receive royalties or other payments on behalf of, or for the benefit of, any Sanctioned Person;
• (b) Engage in any transaction or activity that would be prohibited under applicable sanctions laws or regulations;
• (c) Submit Letters of Direction or other authorizations relating to compositions or recordings in which a Sanctioned Person holds any ownership interest; or
• (d) Register metadata, claim royalties, or take any other action on the platform that would, directly or indirectly, benefit a Sanctioned Territory or Sanctioned Person.

5.5 Suspension and Termination for Sanctions Violations

In addition to CreateBase's other termination and suspension rights under this EULA:

• (a) If CreateBase discovers that any representation in Section 5.2 was false at the time made, CreateBase may immediately terminate this EULA and your platform access without notice or liability;
• (b) CreateBase may withhold any and all distributions pending resolution of a potential sanctions concern for as long as required by applicable law or until CreateBase receives written guidance from the relevant Sanctions Authority;
• (c) Any royalties withheld pursuant to this Section that CreateBase is legally prohibited from distributing may be remitted to OFAC or another Sanctions Authority as required by law; and
• (d) Termination under this Section does not relieve you of any obligations accrued prior to termination, including any indemnification obligations under Section 5.6.

5.6 Indemnification — Sanctions

You agree to indemnify, defend, and hold harmless The Cur8 Group Corp., its officers, directors, employees, contractors, and agents from and against any and all claims, liabilities, losses, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) any breach of your representations, warranties, or obligations under this Section 5; (b) any use of the CreateBase platform by you in violation of applicable sanctions laws or regulations; or (c) any false or misleading information provided by you in connection with sanctions screening or identity verification.

5.7 Recordkeeping

CreateBase will maintain records of sanctions screening results, onboarding identity data, and any sanctions-related correspondence for a period of no less than five (5) years from the date of collection, or for such longer period as may be required by applicable law.

5.8 No Sanctions-Related Liability

CreateBase shall have no liability to you for any suspension of services, withholding of payments, or termination of this EULA taken in good faith pursuant to this Section, even if a subsequent determination establishes that no sanctions violation occurred. CreateBase's obligations under this EULA are at all times subject to applicable law, and nothing in this EULA shall require CreateBase to act in contravention of any directive, regulation, or requirement of any Sanctions Authority.

6. CO-WRITING PROGRAM TERMS

6.1 Program Participation

CreateBase may, from time to time, offer co-writing programs, songwriting camps, international cohort sessions, and IP collaboration opportunities (collectively, the "Co-Writing Program") through the CreateBase platform. Participation in the Co-Writing Program is voluntary and subject to invitation or application at CreateBase's discretion. By participating in the Co-Writing Program, you agree to be bound by these Co-Writing Program Terms in addition to the remainder of this EULA. In the event of a conflict between these Co-Writing Program Terms and the remainder of this EULA, these Co-Writing Program Terms shall control with respect to Co-Writing Program activities.

6.2 Definitions

"Cohort" means a group of participating artists enrolled in a specific Co-Writing Program session or series, as described in the applicable Cohort Enrollment Terms.

"Cohort Enrollment Terms" means the specific terms applicable to a particular Cohort, accepted by each participating Artist upon enrollment.

"Collaboration" means any co-writing session, songwriting camp, IP development project, or other creative activity undertaken as part of a Co-Writing Program Cohort.

"Collaboration Work" means any musical composition, sound recording, lyrical work, arrangement, or derivative work created during or as a direct result of a Collaboration, as documented in a Session Work Order.

"Found Royalties" means, in the context of this Section 6, gross royalties collected by CreateBase on your behalf with respect to Collaboration Works, net of: (a) fees, commissions, or administrative charges retained by PROs, CMOs, DSPs, or other payors; and (b) any taxes withheld at source.

"Moral Rights" means the rights of attribution, integrity, disclosure, and withdrawal (where recognized) and any analogous rights recognized under the laws of any jurisdiction worldwide, whether arising under statute, treaty, common law, or civil law tradition, including but not limited to: droit moral and droits moraux (France, Belgium, Switzerland, Quebec, and civil law jurisdictions generally); derechos morales (Colombia, Mexico, Spain, Argentina, Chile, and Latin American jurisdictions generally); rights under the Copyright, Designs and Patents Act 1988 (United Kingdom); Sections 57 and 57A of the Copyright Act 1957 (India); moral rights protections under Japanese copyright law; Article 6bis of the Berne Convention for the Protection of Literary and Artistic Works; and any equivalent protections enacted by any jurisdiction now or in the future.

"Pre-Existing IP" means any material (including beats, melodies, samples, lyrics, recordings, or other creative content) created or acquired prior to a Collaboration and brought into that session.

"Session Work Order" means the per-session document that captures participating artists, Pre-Existing IP disclosures, and the Split Sheet for a specific Collaboration.

"Split Sheet" means a written document setting out each contributor's ownership percentage in a Collaboration Work, confirmed by all contributors through the CreateBase platform.

6.3 Enrollment Requirements

To participate in any Cohort, you must, prior to contributing to any Collaboration session:

• (a) Hold an active CreateBase account with an accepted and current version of this EULA;
• (b) Accept the Cohort Enrollment Terms for the applicable Cohort;
• (c) Have no conflicting exclusivity, co-publishing, or administration agreements that would prohibit your participation or your grant of rights under this Section 6. You represent and warrant that this is true at the time of enrollment and remains true throughout your participation. If you become subject to any such agreement during your participation, you must notify CreateBase immediately at cowriting@createbase.com. You agree to indemnify CreateBase against any claims arising from a breach of this representation, including any third-party claims that CreateBase's registration or administration of a Collaboration Work infringes another party's exclusive rights; and
• (d) Satisfy any additional eligibility requirements set out in the Cohort Enrollment Terms.

No contribution to any Collaboration session is permitted without satisfying all enrollment requirements. If you contribute without satisfying these requirements, Section 6.9 (No Loose-End Contributions) applies.

6.4 CreateBase Commission on Collaboration Works

In consideration of CreateBase's administration, registration, and royalty collection services with respect to Collaboration Works, CreateBase shall retain:

• (a) 25% of Found Royalties collected on Collaboration Works created through the Co-Writing Program (the "Co-Writing Commission"); and
• (b) The remaining 75% of Found Royalties will be distributed to contributing artists in accordance with the applicable Split Sheet.

The Co-Writing Commission applies in addition to any commissions or fees payable under any other agreement with CreateBase or its partner organizations, except that with respect to Found Royalties on Collaboration Works, the Co-Writing Commission replaces (and is not additive to) the administrative fee described in Section 3.1. No royalty dollar collected on a Collaboration Work is subject to both the Co-Writing Commission and the standard administrative fee. The Co-Writing Commission is deducted from Found Royalties before distribution and is not subject to recoupment. CreateBase will provide a transparent accounting statement with each distribution, setting out gross Found Royalties, the Co-Writing Commission deducted, and net amounts distributed.

6.5 IP Ownership and License Grant

6.5(a) Retained Ownership. You retain ownership of your creative contributions to any Collaboration Work in the proportion set out in the confirmed Split Sheet. Nothing in this Section 6 transfers ownership of your share of a Collaboration Work to CreateBase or any other party.

6.5(b) Administrative License. By accepting these Co-Writing Program Terms and participating in a Cohort, you grant CreateBase a non-exclusive, worldwide, royalty-free license (subject to the Co-Writing Commission) to: (a) Register Collaboration Works with PROs, CMOs, and other collecting societies worldwide in accordance with the confirmed Split Sheet; (b) Collect, hold, and distribute Found Royalties on your behalf; (c) Include metadata relating to Collaboration Works in CreateBase's proprietary databases; (d) Represent you in negotiations with DSPs and sync licensees in accordance with Section 6.10; and (e) Take such other administrative steps as are reasonably necessary to protect and exploit your rights in Collaboration Works. This license is limited to the administration and royalty collection purposes set out above. It does not constitute a transfer of ownership, an exclusive publishing agreement, or any grant beyond those expressly stated.

6.6 Moral Rights

CreateBase acknowledges and respects your Moral Rights under all applicable laws in any jurisdiction worldwide, whether currently in force or enacted in the future. Nothing in this EULA constitutes a waiver, transfer, assignment, or limitation of your Moral Rights. Without limiting the foregoing: Right of attribution: CreateBase will ensure that you are properly credited as a contributor on all registrations, metadata, and public-facing materials relating to Collaboration Works to which you have contributed, in accordance with the confirmed Split Sheet. Right of integrity: CreateBase will not authorize any modification, distortion, or mutilation of a Collaboration Work that would prejudice your honor or reputation without your express written consent. Right of disclosure: Where applicable law recognizes a right to control the first publication or disclosure of a work, CreateBase will not publish or disclose a Collaboration Work without the consent of all contributing artists as reflected in the confirmed Split Sheet and Session Work Order. Right of withdrawal: Where applicable law recognizes a right to withdraw a work from circulation due to changed convictions or circumstances, CreateBase will cooperate in good faith with any such request, subject to the rights of co-contributors under the confirmed Split Sheet and any existing sync or commercial licenses. Moral Rights are personal to you and are not transferable. CreateBase does not claim, assert, or require the waiver of any Moral Rights as a condition of participation in the Co-Writing Program.

6.7 Split Sheet Process

Proposal: Following each Collaboration session, the session facilitator or CreateBase will circulate a proposed Split Sheet to all contributing artists. Review Period: Each contributor has five (5) business days to review the proposed Split Sheet and raise any objections. Confirmation: A Split Sheet becomes binding upon written confirmation by all contributing artists through the CreateBase platform. No Registration Pending Confirmation: CreateBase will not register, exploit, or seek sync placements for any Collaboration Work until all contributors have confirmed the Split Sheet. Disputes: If contributors cannot agree on splits within 30 days of the proposed Split Sheet being circulated, CreateBase may, at its discretion, facilitate mediation. Pending resolution, the Collaboration Work will not be registered or exploited. Finality: Once confirmed by all contributors, Split Sheets are binding and govern all registrations, distributions, and commercial exploitation. Split Sheets may only be amended with the written consent of all contributing artists.

6.8 Pre-Existing Intellectual Property

If you bring Pre-Existing IP into a Collaboration session, you must, before or at the time of the session: (a) Disclose the Pre-Existing IP in the Session Work Order; (b) Represent that you have the full right to use and license such material for the purposes of the Collaboration and that such use will not infringe the rights of any third party; and (c) Specify in the Session Work Order the terms under which the Pre-Existing IP is being contributed. You retain all rights in your Pre-Existing IP. Only the rights expressly documented in the Session Work Order are granted to the Collaboration. No broader license or transfer is implied.

6.9 No Loose-End Contributions

If you contribute to a Collaboration Work without satisfying the enrollment requirements in Section 6.3, CreateBase is not obligated to administer, register, collect, or distribute royalties for your contribution. You assume all risk of non-collection and non-administration resulting from your failure to enroll. If you believe you have contributed to a Collaboration Work but are not enrolled in the applicable Cohort, you must contact CreateBase at cowriting@createbase.com within 30 days of the session date to regularize your enrollment before the Split Sheet is confirmed.

6.10 Sync and Commercial Licensing

If you wish to authorize CreateBase to pursue sync licenses or commercial placements for a specific Collaboration Work, you and all co-contributors must execute a Sync & Licensing Authorization Addendum. Execution of a Session Work Order alone does not authorize CreateBase to pitch or negotiate sync placements on your behalf. All sync placements will be subject to the Moral Rights provisions in Section 6.6.

6.11 Data Handling — Co-Writing Program

The collection, processing, and storage of personal data in connection with the Co-Writing Program is governed by the CreateBase Privacy Policy and Section 7 of this EULA. By participating in the Co-Writing Program, you consent to the sharing of your name, IPI numbers, PRO registration data, and contribution information with: (a) co-contributors within your Cohort (limited to what is necessary for split determination and registration); (b) PROs, CMOs, and DSPs as necessary for registration and collection; and (c) partner organizations in accordance with applicable co-writing partnership agreements.

6.12 Dispute Resolution — Co-Writing Program

Disputes between you and CreateBase arising out of this Section 6 shall be resolved through the dispute resolution mechanism set out in Section 12. For the avoidance of doubt: artist-CreateBase disputes are governed by Section 12 (AAA arbitration); inter-artist disputes over split sheets are not disputes to which CreateBase is a party, and CreateBase will not register or exploit the Collaboration Work pending resolution of any such dispute.

6.13 Term and Post-Termination — Co-Writing Program

Your participation in the Co-Writing Program may be terminated by CreateBase at any time, with or without cause, upon written notice. If this EULA is terminated, your Co-Writing Program participation is automatically terminated simultaneously. Upon termination:

• (a) The administrative license in Section 6.5(b) continues solely with respect to Collaboration Works created prior to termination, for the duration of copyright in those works, unless otherwise agreed in writing. This license is limited to the continued administration, registration, and collection of royalties for pre-termination Collaboration Works and does not extend to any new exploitation, sync licensing, or commercial placement initiated after the Tail Period without your written consent;
• (b) The Co-Writing Commission on Found Royalties from pre-termination Collaboration Works continues for a period of twelve (12) months following termination (the "Tail Period"). After the Tail Period, CreateBase shall remit one hundred percent (100%) of any Found Royalties on Collaboration Works to you within thirty (30) days of receipt, consistent with the post-termination mechanics in Section 8.4. If you wish CreateBase to release administration of Collaboration Works back to you following the Tail Period, you may request this in writing; CreateBase will use reasonable efforts to effectuate such release within sixty (60) days;
• (c) Your Moral Rights in all Collaboration Works survive termination; and
• (d) Confirmed Split Sheets remain binding on all parties regardless of any individual contributor's termination.

7. DATA PRIVACY AND SECURITY

7.1 Privacy Policy

Your use of the Software is also governed by our Privacy Policy and Terms of Service, which are incorporated by reference into this EULA. By using the Software, you consent to the collection, use, and sharing of your information as outlined in the Privacy Policy.

7.2 Data Security

The Cur8 Group Corp. implements reasonable technical, administrative, and physical measures designed to protect your data from unauthorized access, disclosure, use, and modification. However, no security measures are perfect, and we cannot guarantee the absolute security of your data.

8. TERMINATION

8.1 Termination by The Cur8 Group Corp.

The Cur8 Group Corp. reserves the right, in its sole discretion, to immediately suspend or terminate your access to the Software, in whole or in part, at any time and for any reason, with or without cause, including but not limited to your breach of this EULA. The Cur8 Group Corp. may also terminate this Agreement if required by law, or if continued provision of the Software becomes impractical or impossible.

8.2 Termination by User

You may terminate this Agreement by providing thirty (30) days prior written notice to The Cur8 Group Corp. via email to legal@createbase.com. The termination shall become effective thirty (30) days following receipt of such notice. Termination will not relieve you of your obligations under this EULA, including the payment of any fees owed, if applicable. No refunds shall be issued for subscription fees, setup fees, or other amounts previously paid, regardless of the reason for termination or the remaining time in any subscription period.

8.3 Effect of Termination

Upon termination of this Agreement, all rights and licenses granted to you under this EULA will immediately cease. You must promptly delete and permanently erase all copies of the Software in your possession or control. Termination shall not affect any rights, obligations, or liabilities that accrued prior to such termination. You remain responsible for all tax obligations related to royalty payments accrued or received prior to termination, including any required filings or payments to tax authorities. The Cur8 Group Corp. shall have no obligation to refund any amounts already withheld and deposited with a tax authority.

8.4 Post-Termination Commission Rights

Notwithstanding termination of this Agreement, The Cur8 Group Corp. shall retain the right to receive its administrative fee on any royalties collected within twelve (12) months following the effective date of termination that are attributable to collection efforts, claims, registrations, or Letters of Direction initiated or submitted during the term of this Agreement ("Trailing Royalties"). The Cur8 Group Corp. shall remit the balance of any such Trailing Royalties to you within thirty (30) days of receipt. After the twelve (12) month post-termination period, The Cur8 Group Corp. shall remit one hundred percent (100%) of any royalties received to you within thirty (30) days of receipt and shall use reasonable efforts to redirect payors to your designated recipient.

8.5 LOD Revocation Process

Upon termination, The Cur8 Group Corp. shall revoke any Letters of Direction within ten (10) business days following the effective date of termination and shall notify applicable collection organizations to redirect future payments to you. You agree to provide a valid payment address or designation for such redirection. The Cur8 Group Corp. shall not be liable for any delays in payment redirection caused by third-party organizations.

8.6 Accounting Upon Termination

Upon termination, The Cur8 Group Corp. shall provide an interim accounting statement within forty-five (45) days of the effective date of termination and a final accounting statement within thirty (30) days following the conclusion of the twelve (12) month post-termination period described in Section 8.4.

9. DISCLAIMER OF WARRANTIES

10. LIMITATION OF LIABILITY

11. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless The Cur8 Group Corp., its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or related to your breach of this EULA, your violation of any applicable law or regulation, your User Content, or your use of the Software.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any disputes arising under or in connection with this Agreement shall be resolved exclusively in the state or federal courts located in San Diego County, California.

12.2 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this EULA, including the determination of the scope or applicability of this Agreement to arbitrate, shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The place of arbitration shall be San Diego, California. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

12.3 Waiver of Class Action

You explicitly agree that all disputes will be resolved through individual arbitration and waive your right to a jury trial or to participate in a class-wide lawsuit; in cases where multiple users share a common cause of dispute, they agree to resolve their disputes separately from one another in a class, consolidated, or representative action.

13. MISCELLANEOUS

13.1 Entire Agreement

This EULA constitutes the entire agreement between you and The Cur8 Group Corp. concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

13.2 Waiver

No waiver of any term of this EULA shall be deemed a further or continuing waiver of such term or any other term, and The Cur8 Group Corp.'s failure to assert any right or provision under this EULA shall not constitute a waiver of such right or provision.

13.3 Severability

If any provision of this EULA is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

13.4 Assignment

You may not assign or transfer this EULA or any rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of The Cur8 Group Corp. Any attempt by you to assign or transfer this EULA without such consent will be null and void. The Cur8 Group Corp. may freely assign or transfer this EULA without restriction.

13.5 Amendments

The Cur8 Group Corp. reserves the right to modify or amend this EULA at any time. For non-material changes, The Cur8 Group Corp. will make reasonable commercial efforts to inform users within a reasonable time frame, and your continued use of the Software following the posting of such changes constitutes acceptance. For material changes — including any modification to Section 5 (Sanctions and Export Control Compliance), Section 6 (Co-Writing Program Terms), or Section 8.4 (Post-Termination Commission Rights) — The Cur8 Group Corp. will provide no fewer than thirty (30) days' advance written notice and require affirmative re-acceptance through the Platform before such changes take effect. Changes to Section 3 (Fees and Payment), including any increase to administrative fee percentages, will take effect only at the start of the next subscription or annual term as set forth in Section 3.1. If you do not accept a material change, you may terminate this EULA under Section 8.2.

13.6 Force Majeure

The Cur8 Group Corp. shall not be liable for any failure or delay in the performance of its obligations under this EULA arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss, or malfunctions of utilities, communications, or computer (software and hardware) services.

13.7 Notices

All notices or other communications required or permitted to be given under this EULA shall be in writing and sent to legal@createbase.com (or to such other email address as The Cur8 Group Corp. may designate by notice).

13.8 Relationship of the Parties

Nothing contained in this EULA shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

13.9 Confidentiality

"Confidential Information" is information which covers any non-public aspects of the Software. You agree to protect Confidential Information with at least reasonable care. You agree not to use or disclose Confidential Information outside the scope of the EULA. You may disclose Confidential Information if required by law, but must give prior notice to The Cur8 Group Corp.

13.10 Survival

All provisions of this EULA which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability, Section 5 (Sanctions and Export Control Compliance), and Section 6.13 (Co-Writing Program post-termination obligations).