Royalty Administration & Payments Terms

These Royalty Administration & Payments Terms (these "Royalty Terms") govern the royalty-administration, collection, and payment features of the CreateBase platform and services (the "Services") operated by The Cur8 Group Corp., a Delaware corporation ("CreateBase," "we," "us," or "our"). These Royalty Terms are part of, and incorporated into, the agreement under which you access the Services — the Consumer Terms of Service for self-serve users, or an enterprise Master Services Agreement and applicable Order Form (as applicable, the "Governing Terms"). Capitalized terms not defined here have the meaning given in the Governing Terms. If there is a conflict, the Governing Terms control except as to the royalty- and payment-specific matters addressed here.

1. Scope & Agency Appointment

Where you elect to use our royalty-administration Services, you appoint CreateBase as your limited, non-exclusive, revocable agent for the sole purpose of: (a) registering your creative intellectual-property (IP) metadata with relevant registries, performing rights organizations (PROs), collection societies, distributors, and other royalty-paying organizations; and (b) collecting royalties attributable to your works on your behalf. We do not acquire any ownership of, or control over, your copyrights or other IP. Our role is administrative — acting, in effect, as your accountant for royalty collection and distribution.

2. Letters of Direction

To collect royalties on your behalf, we may submit Letters of Direction or equivalent authorizations to royalty-paying organizations directing them to remit your royalties to CreateBase for administration. You authorize us to prepare, submit, and maintain such Letters of Direction within the scope of the agency appointment in Section 1. You represent that you have the authority to grant this authorization. This authorization is revocable by you at any time, subject to the trailing-royalty and accounting provisions in Section 8. Upon termination, we will revoke any Letters of Direction within ten (10) business days following the effective date of termination and notify applicable organizations to redirect future payments to you. You agree to provide a valid payment address or designation for such redirection. We are not liable for delays in payment redirection caused by third-party organizations.

3. Royalty Collection & Remittance

We collect royalties remitted to us on your behalf and remit the balance to you after deducting applicable fees and any amounts required to be withheld under Section 5. We hold collected royalty funds for your benefit and maintain records of amounts collected and remitted. Remittances are made on a periodic basis in accordance with the schedule described on the Platform, net of fees and any required tax withholding, and subject to the validation requirements in Section 5 and the verification requirements in Section 6.

The following fees apply to the royalty-administration Services:

• Setup Fee: A reasonable setup fee is required to claim royalties through the Platform.
• Administrative Fee: We retain a reasonable administrative fee from royalties collected, with the remainder passed through to you.
• Catalog Expansion Fees: Additional charges apply for automatically adding additional artist catalogs.

All fees are set out at current pricing on the Platform and may be changed upon reasonable notice. Fees are non-refundable except as required by applicable law.

4. Payment Processing

Payments to and from CreateBase are processed through a third-party payment processor (currently Stripe). Your use of payment features may be subject to the payment processor's own terms. We do not store full payment-card numbers; card data is handled by our payment processor in accordance with applicable payment-card-industry standards.

5. Tax Compliance & Withholding

5.1 Income Source Classification

We will classify royalty income as either U.S. source or foreign source income based on the location where the intellectual property is used, performed, or otherwise exploited. You acknowledge that different tax obligations apply depending on income source and recipient status.

5.2 U.S. Source Income — Withholding Requirements

For U.S. source royalty income distributed to you:

• Foreign Recipients: We are required to withhold U.S. federal income tax at statutory rates (currently 30%) unless a valid Form W-8BEN, W-8BEN-E, or other applicable form claiming a treaty benefit is provided. Withholding and reporting will be made on IRS Forms 1042 and 1042-S. If withholding has already been deposited with the IRS, CreateBase shall have no obligation to refund amounts withheld; you may seek any refund or credit directly from the IRS.
• U.S. Recipients: We will issue IRS Form 1099-MISC for royalty payments of $10 or more annually. If a valid Form W-9 is not on file, we may be required to impose backup withholding at the rate required by law (currently 24%) and remit such amounts to the IRS.

5.3 Foreign Source Income

Foreign source royalty income is generally not subject to U.S. withholding tax obligations, regardless of recipient residency status. You remain responsible for compliance with any non-U.S. tax obligations.

5.4 Documentation Requirements

You must provide complete, accurate, and timely tax documentation, including:

• U.S. Persons: A valid Form W-9 or equivalent taxpayer identification.
• Foreign Persons: A valid Form W-8BEN, W-8BEN-E, or other applicable IRS form, including treaty claim documentation where relevant.
• Updates: Prompt notification of any changes in tax residency, treaty eligibility, or other tax status.

5.5 Your Tax Responsibilities

You are solely responsible for:

• determining your own tax obligations in all applicable jurisdictions;
• filing all required tax returns and paying any taxes owed;
• consulting qualified tax advisors regarding your specific circumstances; and
• complying with all applicable tax laws and reporting requirements.

5.6 CreateBase Disclaimers

CreateBase:

• makes no representations or warranties regarding the tax consequences of royalty payments;
• does not provide tax advice or guarantee the accuracy of tax classifications;
• may modify withholding and reporting procedures as necessary to comply with applicable law;
• reserves the right to request additional documentation or withhold payments until compliance is achieved; and
• shall not be liable for over-withholding or under-withholding where actions are taken in reliance on the documentation you provide.

6. AML / KYC / Sanctions

To comply with applicable anti-money-laundering (AML), know-your-customer (KYC), and sanctions laws, we may verify your identity through a third-party identity-verification provider (currently Persona) and screen you and your designated payees against applicable sanctions lists, including those maintained by the U.S. Office of Foreign Assets Control (OFAC). We may suspend, delay, or withhold the registration, collection, or remittance of royalties, or decline to provide the Services, where required by law or where verification or screening is incomplete, fails, or returns a result requiring further review. You agree to provide accurate verification information and cooperate with reasonable requests.

7. Chargebacks & Reversals

If a payment to us is reversed, charged back, or otherwise becomes uncollectible — including a royalty remittance that a royalty-paying organization later recoups, adjusts, or claws back — we may reverse the corresponding remittance to you, offset the amount against current or future royalties or other amounts payable to you, or invoice you for the amount. You are responsible for amounts that become due as a result of such reversals, together with any related fees charged by the payment processor or royalty-paying organization.

8. Post-Termination

8.1 Trailing Royalties

Notwithstanding termination, CreateBase 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 ("Trailing Royalties"). We 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, we 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 royalty-paying organizations to your designated recipient. The parties acknowledge that third-party organizations may continue to remit payments to CreateBase after termination as such organizations process pending revocations of Letters of Direction; CreateBase is authorized to receive such payments on your behalf and shall process them in accordance with this Section 8.

8.2 Interim & Final Accounting Statements

Upon termination, we shall provide you with an interim accounting statement within forty-five (45) days of the effective date of termination covering all royalties collected through the termination date. We shall provide a final accounting statement within thirty (30) days following the conclusion of the twelve (12) month post-termination period described in Section 8.1, covering all Trailing Royalties received during such period.

9. User Responsibilities & Accurate Information

You agree to:

• provide accurate, current, and complete ownership, splits, payee, banking, and tax information, and keep it updated;
• provide and maintain accurate tax documentation as required under Section 5, including timely updates of any changes in tax residency, treaty eligibility, or taxpayer status;
• ensure you hold the rights necessary for us to register your metadata and collect royalties on your behalf; and
• promptly notify us of any disputes, conflicting claims, or errors affecting your royalties or registrations.

We may rely on the information you provide and are not responsible for losses arising from inaccurate, incomplete, or outdated information.

10. Disclaimers & Limitation

The royalty-administration Services are provided on an "as is" and "as available" basis. We do not guarantee the amount of royalties that will be collected, the timing of remittances by third-party organizations, or the availability or accuracy of any registry or royalty-paying organization. The warranty disclaimers, limitations of liability, indemnification, dispute-resolution, and governing-law provisions of your Governing Terms — the Consumer Terms of Service for self-serve users, or your enterprise Master Services Agreement — apply to these Royalty Terms and are incorporated by reference. Nothing in these Royalty Terms limits any liability that cannot be limited under applicable law.

11. Contact

Questions about royalty administration or payments may be directed to legal@createbase.com, or by mail to The Cur8 Group Corp., 13223 Black Mountain Rd, Ste 1189, San Diego, CA 92129, Attention: Legal Department.