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Master Subscription Agreement

Effective June 18, 2026 · Last updated June 18, 2026

This Master Subscription Agreement (this "Agreement" or "MSA") is entered into by and between The Cur8 Group Corp., a Delaware corporation with its principal place of business at 13223 Black Mountain Rd, Ste 1189, San Diego, CA 92129 ("CreateBase," "we," "us," or "our"), and the customer identified on the applicable Order Form ("Customer," "Subscriber," or "you"). This Agreement governs Customer's access to and use of the Platform and Services and becomes binding upon the earlier of execution of an Order Form referencing this Agreement or Customer's access to or use of the Services. Each party is a sophisticated commercial party that has had the opportunity to review this Agreement with counsel.

THIS IS AN ENTERPRISE AGREEMENT BETWEEN SOPHISTICATED PARTIES. IT CONTAINS NEGOTIATED LIMITATIONS OF LIABILITY (SECTION 11), MUTUAL INDEMNIFICATION (SECTION 12), AND A DELAWARE GOVERNING-LAW, JURY-TRIAL-WAIVER, AND NO-CLASS-ACTION PROVISION (SECTION 16).

1. Definitions

Capitalized terms have the meanings set forth below or where first defined in this Agreement.

  • "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting interests of the subject entity.
  • "AI Services" means the artificial-intelligence and machine-learning features of the Platform, including automated rights checks and AI "skills" that generate Outputs, as further described in the AI Terms.
  • "Authorized User" means an individual whom Customer permits to access the Services under Customer's account, including Customer's employees, contractors, and professional or intermediary users acting on behalf of Customer or its clients.
  • "Confidential Information" has the meaning set forth in Section 6.
  • "Customer Data" means all data, files, and content submitted to the Platform by or on behalf of Customer or its Authorized Users, including User Content and Personal Data contained therein.
  • "Diligence Outputs" means the diligence work product generated by the Platform, including chain-of-title mapping, data-quality scoring, risk-clause registers, revenue-at-risk and leakage analysis, confidence scoring, and source citations.
  • "Documentation" means the user guides, technical documentation, and usage materials that CreateBase makes generally available for the Services.
  • "Order Form" means an ordering document or online order executed by the parties (or submitted by Customer and accepted by CreateBase) that references this Agreement and specifies the Services, fees, subscription term, and other commercial terms.
  • "Outputs" means, collectively, the Diligence Outputs and the Valuations.
  • "Personal Data" means information relating to an identified or identifiable natural person that is processed by CreateBase on Customer's behalf, as further addressed in the DPA.
  • "Platform" or "Services" means the CreateBase music-catalog diligence and valuation platform and the royalty administration and collection services, together with the associated software, applications, tools, and Documentation made available by CreateBase.
  • "Subprocessor" means a third party engaged by CreateBase to process Customer Data in connection with the Services, as listed at Subprocessors.
  • "User Content" means the catalog files, royalty statements, contracts and agreements, ownership and splits metadata, DSP links, and other materials uploaded or provided to the Platform by or on behalf of Customer.
  • "Valuation" means a discounted-cash-flow-based valuation estimate generated by the Platform, as further described in the Valuation Terms.

2. Structure & Order of Precedence

This Agreement, together with each Order Form, any negotiated exhibits or addenda, the DPA, and the online policies incorporated by reference, constitutes the entire agreement between the parties with respect to the Services. The online policies incorporated by reference include the AUP, the AI Terms, the Valuation Terms, and the Subprocessors list, the SLA, and the Security Overview.

In the event of a conflict among these documents, the following order of precedence controls, from highest to lowest, solely as to the conflicting terms:

  1. the applicable Order Form;
  2. any negotiated exhibits or addenda executed by the parties;
  3. the DPA;
  4. this MSA; and
  5. the incorporated online policies (the AUP, the AI Terms, the Valuation Terms, and the Subprocessors list).

An Order Form prevails over this MSA only with respect to terms that the Order Form expressly identifies as overriding this MSA. Each Order Form is governed by and incorporates this Agreement.

3. Orders, Access & Authorized Users

Subject to this Agreement and payment of the applicable fees, CreateBase grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services and Documentation for Customer's internal business purposes, including diligence, valuation, and royalty administration in connection with music catalogs, in accordance with the scope set forth on the applicable Order Form.

Customer is responsible for all activity under its account and for its Authorized Users' compliance with this Agreement. Customer will ensure that each Authorized User maintains the confidentiality of credentials and complies with the AUP.

3.1 Professional and Intermediary Users

Customer may permit professional or intermediary Authorized Users — including advisors, administrators, agents, business managers, and legal counsel — to access the Services on behalf of Customer or Customer's clients. Where an Authorized User accesses the Services in a professional capacity on behalf of a client, Customer represents and warrants that it and such Authorized User have all necessary authority to bind that client to the relevant terms of this Agreement and to grant the licenses set forth herein, and that Customer will flow down to its clients and Authorized Users all obligations and restrictions in this Agreement applicable to their access and use. Customer remains responsible and liable for all acts and omissions of its Authorized Users and clients as if they were Customer's own.

4. Subscription, Fees, Invoicing & Taxes

Customer will pay the fees set forth on each Order Form. Except as otherwise stated on an Order Form, fees are stated in U.S. dollars, are based on subscriptions purchased and not actual usage, and are non-cancelable and non-refundable. Pricing and any usage-based or overage components are as specified on the Order Form.

Unless otherwise stated on the Order Form, CreateBase will invoice Customer in advance, and undisputed invoiced amounts are due within thirty (30) days of the invoice date. Overdue amounts may accrue late charges at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. CreateBase may suspend the Services upon reasonable notice for amounts more than thirty (30) days past due that are not subject to a good-faith dispute.

Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, withholding, and similar taxes, excluding taxes based on CreateBase's net income. Where the Services include royalty administration, tax withholding and reporting obligations (including W-8/W-9 collection and Forms 1042/1042-S, 1099-MISC, and backup withholding) are addressed in the Royalty & Payments Terms.

5. Customer Data & Intellectual Property

As between the parties, Customer retains all right, title, and interest in and to Customer Data, including all User Content and all intellectual property rights therein. Customer grants CreateBase a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Customer Data solely as necessary to provide and support the Services, to generate Outputs, and otherwise to perform CreateBase's obligations under this Agreement. CreateBase does not claim ownership of Customer's catalogs, copyrights, or creative works.

As between the parties, CreateBase retains all right, title, and interest in and to the Platform, the Services, the Documentation, the underlying software and models, and all improvements thereto, including all intellectual property rights therein ("Platform IP"). No rights are granted to Customer other than as expressly set forth in this Agreement. CreateBase may collect and use de-identified and aggregated data derived from use of the Services to operate, secure, improve, and develop the Services and CreateBase's business, provided that such data does not identify Customer, any Authorized User, or any individual and does not contain Customer's Confidential Information.

6. Confidentiality

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Customer Data is Customer's Confidential Information. The terms and pricing of each Order Form are the Confidential Information of both parties. Confidential Information does not include information that is or becomes public through no fault of Recipient, was rightfully known to Recipient without restriction prior to disclosure, is rightfully obtained from a third party without restriction, or is independently developed without use of the Discloser's Confidential Information.

Each party will protect the other's Confidential Information using at least the degree of care it uses to protect its own confidential information of like kind, and in no event less than a reasonable standard of care.

CREATEBASE WILL NOT USE CUSTOMER'S CONFIDENTIAL INFORMATION FOR ANY PURPOSE OTHER THAN PROVIDING THE SERVICES TO CUSTOMER. CREATEBASE MAINTAINS LOGICAL DATA SEGREGATION BETWEEN CUSTOMERS AND WILL NOT DISCLOSE THAT A CUSTOMER IS EVALUATING, DILIGENCING, OR TRANSACTING ON ANY CATALOG.

Recipient may disclose Confidential Information to its employees, Affiliates, advisors, and Subprocessors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section. Recipient may disclose Confidential Information to the extent required by law, provided that, where legally permitted, Recipient gives the Discloser prompt notice and reasonable cooperation to seek protective treatment. Each party's confidentiality obligations survive for so long as the information remains confidential, and, with respect to trade secrets, for so long as the information remains a trade secret under applicable law.

7. Informational-Only Outputs and AI

The Outputs, including all Diligence Outputs and Valuations, are provided for informational purposes only, are estimates and analyses based on the User Content and data available, and do not constitute legal, tax, accounting, investment, or other professional advice or a recommendation to enter into or refrain from any transaction. Customer is solely responsible for its decisions and for conducting its own independent verification and due diligence. Additional terms applicable to Valuations are set forth in the Valuation Terms.

The AI Services are subject to the AI Terms, which address the use of third-party model providers, the probabilistic nature of AI-generated Outputs, and Customer's responsibilities in connection with AI Services.

8. Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Customer represents and warrants that it has all rights, consents, and authority necessary to submit Customer Data to the Platform and to grant the licenses set forth in Section 5.

CreateBase warrants that, during the subscription term, the Services will perform materially in accordance with the applicable Documentation. As Customer's exclusive remedy and CreateBase's entire liability for breach of this service warranty, CreateBase will use commercially reasonable efforts to correct the non-conformity and, if it is unable to do so within a reasonable period, Customer may terminate the affected Services and receive a refund of prepaid, unused fees for the terminated portion of the subscription term.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES, DOCUMENTATION, AND OUTPUTS ARE PROVIDED "AS IS," AND CREATEBASE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES OR OUTPUTS WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY ACCURATE.

9. Service Levels & Support

CreateBase will make the Services available in accordance with the Service Level Agreement (SLA), which sets forth the uptime commitment, service credits, and support response targets applicable to enterprise subscriptions. The service credits described in the SLA are Customer's sole and exclusive remedy, and CreateBase's entire liability, for any failure to meet the uptime commitment.

10. Security

CreateBase will maintain a security program with administrative, technical, and physical safeguards designed to protect Customer Data, as described in the Security Overview. CreateBase's processing of Personal Data within Customer Data is governed by the DPA.

11. Limitation of Liability

EXCEPT FOR THE EXCLUDED CLAIMS DESCRIBED BELOW, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR THE EXCLUDED CLAIMS, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO CREATEBASE UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (THE "GENERAL CAP").

Super-cap and carve-outs. The General Cap does not apply to, and the following are "Excluded Claims": (a) a party's breach of its confidentiality obligations in Section 6 (excluding claims arising from a security incident affecting Personal Data, which are subject to the DPA); (b) CreateBase's indemnification obligations for intellectual property infringement under Section 12 and Customer's indemnification obligations under Section 12; and (c) a party's gross negligence, willful misconduct, or fraud, as well as Customer's payment obligations. For the Excluded Claims described in clauses (a) and (b), each party's aggregate liability will not exceed three (3) times the General Cap (the "Super-Cap"); the Excluded Claims described in clause (c) are not subject to any cap. NOTHING IN THIS AGREEMENT LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

12. Indemnification

CreateBase will defend Customer against any third-party claim alleging that the Platform, as provided by CreateBase and used in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights, and will indemnify Customer for damages and reasonable costs finally awarded or agreed in settlement. If the Platform is or may become subject to such a claim, CreateBase may, at its option, procure the right for Customer to continue using the Services, modify the Services to be non-infringing, or terminate the affected Services and refund prepaid, unused fees. CreateBase has no obligation for claims arising from Customer Data, modifications not made by CreateBase, or use of the Services other than as permitted under this Agreement.

Customer will defend CreateBase against any third-party claim arising out of Customer Data or Customer's or its Authorized Users' use of the Services in breach of this Agreement or applicable law, including any claim that Customer Data infringes or misappropriates the rights of a third party, and will indemnify CreateBase for damages and reasonable costs finally awarded or agreed in settlement.

The indemnified party will promptly notify the indemnifying party of the claim, grant the indemnifying party sole control of the defense and settlement (provided that no settlement imposing liability or admission on the indemnified party may be made without its consent), and provide reasonable cooperation. This Section states each party's sole liability and the other party's exclusive remedy for the claims described herein.

13. Compliance

Each party will comply with applicable laws in connection with this Agreement, including anti-money laundering (AML), know-your-customer (KYC), and sanctions and export-control laws administered by the U.S. Office of Foreign Assets Control (OFAC) and other applicable authorities. Each party represents that it is not, and is not owned or controlled by, a person subject to applicable sanctions, and will not use the Services in violation of sanctions or export-control laws. Each party will comply with applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, and will not offer or accept any improper payment in connection with this Agreement. CreateBase is not a bank or money services business and routes any funds through licensed payment partners as described in the Royalty & Payments Terms.

14. Term & Termination

This Agreement begins on the effective date of the first Order Form and continues until all Order Forms have expired or been terminated. Each subscription term is set forth on the applicable Order Form and, unless the Order Form states otherwise, renews for successive periods equal to the initial term unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term.

Either party may terminate this Agreement or an affected Order Form for cause if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after written notice, or immediately if the other party becomes insolvent or subject to bankruptcy proceedings. Except where an Order Form expressly permits termination for convenience, Order Forms are non-cancelable during their term.

Upon expiration or termination, Customer's right to access the Services ceases, and each party will return or destroy the other's Confidential Information except as required by law. For a period of thirty (30) days following termination, CreateBase will make Customer Data available for export in a commonly used, machine-readable format, after which CreateBase may delete Customer Data in accordance with the DPA. Termination does not relieve Customer of the obligation to pay fees accrued before the effective date of termination.

15. Insurance

During the term, CreateBase will maintain, at its own expense, commercially reasonable insurance coverage appropriate to its business, including cyber liability and technology errors-and-omissions (E&O) coverage. Upon written request, CreateBase will provide a certificate of insurance evidencing such coverage.

16. Governing Law & Disputes

This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware for any dispute arising out of or relating to this Agreement, and each party waives any objection to such jurisdiction and venue.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY AND AGREES THAT ANY DISPUTE WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

17. Miscellaneous

Assignment. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement in its entirety, without consent, to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, upon notice to the other party. Any other attempted assignment is void.

Subcontractors and Subprocessors. CreateBase may use subcontractors and Subprocessors to provide the Services, provided that CreateBase remains responsible for their performance and for their compliance with this Agreement and the DPA. A current list is maintained at Subprocessors.

Force Majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, governmental action, labor disputes, and failures of utilities, internet, or third-party platforms.

Notices. Legal notices must be in writing and sent to CreateBase at The Cur8 Group Corp., 13223 Black Mountain Rd, Ste 1189, San Diego, CA 92129, Attention: Legal Department, with a copy to legal@createbase.com, and to Customer at the address on the Order Form. Notices are effective upon receipt.

Entire Agreement; Severability. This Agreement, including all Order Forms, exhibits, addenda, the DPA, and incorporated online policies, is the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous agreements and understandings. If any provision is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable. No waiver is effective unless in writing.

Survival. Provisions that by their nature should survive termination will survive, including Sections 1, 4, 5, 6, 7, 8 (last paragraph), 11, 12, 13, 16, and 17.

Publicity. Neither party will use the other party's name or marks in publicity without prior written consent, except that CreateBase may identify Customer as a customer in customer lists where the Order Form so permits.

18. Contact

Questions about this Agreement may be directed to The Cur8 Group Corp., 13223 Black Mountain Rd, Ste 1189, San Diego, CA 92129, or by email to legal@createbase.com.