Artist Upload Agreement

1 Parties

This Artist Upload Agreement (“Agreement”) is entered into between Layerhouse LLC (“Layerhouse”, “we”, “us”, “our”), a limited liability company organized under the laws of the State of Texas, and you (“Artist”, “you”, “your”), the individual or entity submitting music to the Platform.

By uploading a Track to the Platform, you agree to be bound by this Agreement.

2 Definitions

“Track” means any audio file, including music, sound effects, stems, and loops, that you upload to the Platform.

“Platform” means the Layerhouse website, applications, and services at layerhouse.io.

“Creator” means a Platform user who licenses Tracks for use in their Content.

“Royalty Pool” means 40% of monthly Net Revenue from subscriptions, distributed to artists based on download share.

“Download Share” means the percentage of total Platform downloads in a given month attributable to your Tracks.

“Founding Artist” means an artist who joins during the founding period (first 50 approved artists) and qualifies for enhanced revenue share.

“Stems” means individual audio components of a Track provided as separate files (e.g., drums, bass, melody, pads).

3 License Grant to Layerhouse

3.1 Non-Exclusive License

You grant Layerhouse a non-exclusive, worldwide, sublicensable, transferable, royalty-free (except as provided in Section 6) license to:

• –Reproduce, distribute, publicly perform, publicly display, and digitally transmit Tracks
• –Offer Tracks for license to end users of the Platform
• –Modify Tracks solely for technical purposes (e.g., compression, formatting, clipping previews)

3.2 Non-Exclusivity

3.3 No Ownership Transfer

This Agreement does not transfer any ownership, copyright, or intellectual property rights in your Tracks to Layerhouse. You retain full copyright ownership of all Tracks you upload.

3.4 AI & Machine Learning Prohibition

Layerhouse shall not use Artist Tracks for training machine learning models, generative AI systems, or synthetic audio datasets without Artist’s express written consent.

3.5 Stems & Derivative Content

Any stems, alternate versions, or derivative files uploaded by Artist are subject to the same license grant and may be licensed by Layerhouse under the same terms as the original Track.

4Representations & Warranties

By uploading a Track, you represent and warrant that:

4.1 Ownership and Rights

Artist represents and warrants that they either (a) are the sole and exclusive owner of all rights, title, and interest in and to each Track, or (b) have obtained and maintain all necessary rights, licenses, consents, and permissions from all applicable rights holders sufficient to grant Layerhouse the rights described in this Agreement.

Artist further represents that no Track will infringe upon or violate any copyright, trademark, privacy, publicity, or other intellectual property rights of any third party.

• –You have the full right and authority to enter into this Agreement
• –The Track does not incorporate any samples or third-party material without proper clearance

4.2 No Conflicting Agreements

• –The Track is not subject to any exclusive licensing agreement that would prevent licensing through Layerhouse
• –You have not exclusively licensed any rights in the Track that conflict with this Agreement

4.3 No Third-Party Claims

• –The Track does not infringe any third-party copyright, trademark, or intellectual property right
• –No third party has any claim or interest in the Track that would interfere with the licenses granted herein

4.4 Performing Rights Organizations (PROs)

If you are registered with a PRO (ASCAP, BMI, SESAC, or international equivalent), you have either cleared the Track for direct licensing outside your PRO’s blanket license, or disclosed your PRO registration to Layerhouse.

4.5 Quality Standards

• –The Track meets professional audio quality standards appropriate for commercial use
• –The Track has been mixed and mastered to a professional standard
• –The Track is an original composition (not a cover or derivative work unless you own the underlying rights)

4.6 Sanctions & Restricted Parties

Artist represents and warrants that they are not located in, ordinarily resident in, or subject to sanctions or trade restrictions that would prohibit Layerhouse from making payments or providing services under applicable law.

5Platform Standards & Approval

5.1 Review Process

All Tracks are subject to review and approval by Layerhouse before publication. Layerhouse reserves the right to reject any Track at its sole discretion.

5.2 Audio Format Requirements

• –WAV or AIFF files required
• –Minimum 44.1kHz sample rate, 24-bit depth
• –Recommended: -14 LUFS integrated loudness
• –Stems submitted as individual WAV files in a ZIP archive

5.3 Required Metadata

You agree to provide accurate metadata for each Track including: title, genre, mood tags, BPM, musical key, duration, whether the Track is loopable, and whether Stems are available.

6Revenue Share & Payouts

6.1 Individual Track Sales

When a Free Plan Creator purchases a single Track license, Layerhouse will pay you 60% of the Net Sale Price.

6.2 Subscription Royalty Pool

Each month, 40% of Net Subscription Revenue is distributed to artists proportionally based on download count.

6.3 Founding Artist Rate

6.4 Payout Schedule

Royalties are calculated on the last day of each calendar month and paid on or before the 15th of the following month via Stripe Connect.

6.5 Minimum Payout Threshold

Payouts are processed when accumulated earnings reach a minimum of $25.00. Earnings below the threshold roll over to the following month.

6.6 Tax & Payout Onboarding

Artist must provide all tax documentation, identity verification, and payout onboarding information required by Layerhouse or its payment processor (including Stripe or successors) prior to receiving any payouts. Failure to provide required documentation may result in delayed or withheld payments.

You remain solely responsible for all taxes applicable to payments you receive. Layerhouse will provide a Form 1099 (or equivalent international documentation) where required by law.

6.7 Chargebacks & Refunds Offset

Artist acknowledges that Layerhouse may offset any refunds, chargebacks, payment reversals, fraud losses, or disputed transactions against current or future earnings attributable to Artist Tracks. If insufficient funds are available, Layerhouse may carry a negative balance forward against future earnings.

6.8 Accounting Records

Layerhouse’s internal accounting records, including download counts, revenue attribution, and payout calculations, shall be presumed accurate absent manifest error.

7 Platform Marketing Rights

Layerhouse may use your artist name, Track titles, and short audio clips (up to 60 seconds) for Platform marketing, social media content, blog posts, email marketing to subscribers, and press coverage. Featured placement does not entitle you to additional compensation beyond the standard revenue share.

8Content ID & Rights Management

8.1 No Content ID Registration by Artist

8.2 Layerhouse Whitelist

Layerhouse maintains a whitelist with YouTube and other platforms to protect licensed Creators from false claims. You agree to cooperate with Layerhouse to resolve any Content ID disputes involving your Tracks.

8.3 Existing PRO Registration

If your Tracks are registered with a PRO and generating performance royalties, those royalties flow directly to you through your PRO. Layerhouse does not collect or distribute PRO royalties.

9Term & Termination

9.1 Term

This Agreement begins when you upload your first Track and continues until terminated by either party.

9.2 Termination by Artist

You may request removal of any or all of your Tracks at any time by contacting artists@layerhouse.io. Tracks will be removed within 30 days of your request.

9.3 Termination by Layerhouse

Layerhouse may investigate any activity that it reasonably believes to be fraudulent, abusive, or intended to manipulate platform metrics, including but not limited to artificial downloads, coordinated engagement, automated traffic, or self-dealing.

In such cases, Layerhouse may, in its sole discretion:

• –Suspend or terminate the Artist account
• –Reverse or adjust earnings
• –Remove Tracks
• –Restrict future participation on the Platform

Layerhouse may also terminate this Agreement if you materially breach any representation or warranty, violate Platform content guidelines, or fail to respond to rights disputes within 30 days.

9.4 Effect of Termination

• –Your Tracks will be removed from the Platform and no longer available for new downloads
• –Existing licenses granted to Creators for published Content remain valid perpetually
• –Any accrued, undisputed earnings shall be paid out in accordance with standard payout schedules
• –Layerhouse may withhold or forfeit unpaid earnings if termination results from fraud, abuse, manipulation, or material breach of this Agreement
• –Your artist dashboard and earnings history remain accessible for 12 months

9.5 License Survival

Licenses granted to end users prior to removal or termination of a Track shall remain valid and enforceable, except where continued use would create material legal risk for Layerhouse.

10Copyright Complaints & DMCA

10.1 Response to Copyright Complaints

Upon receipt of a copyright complaint, dispute, or claim, Layerhouse may, in its sole discretion:

• –Remove or disable access to the affected Track
• –Suspend licensing activity related to the Track
• –Freeze unpaid earnings associated with the Track pending investigation

Layerhouse is not required to adjudicate ownership disputes and may rely on notices, platform signals, or reasonable suspicion in taking action.

10.2 Artist Response

If a third party claims a Track infringes their rights, Layerhouse will notify you promptly. You must respond within 30 days with documentation supporting your ownership. If the claim is invalid and you provide sufficient documentation, Layerhouse will reinstate the Track.

10.3 Disputed Funds

Layerhouse may withhold or freeze any earnings associated with Tracks subject to dispute, claim, or suspected violation until the dispute is resolved. No interest shall accrue on held funds.

11 Indemnification

You agree to indemnify, defend, and hold harmless Layerhouse, its officers, directors, employees, agents, and Platform users from and against any claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from your breach of any representation or warranty, any claim that a Track infringes a third party’s intellectual property rights, your violation of any applicable law, or any PRO claims related to your Tracks.

12 Limitation of Liability

13 Platform Changes

Layerhouse reserves the right to update revenue share percentages with 60 days written notice, update the Platform and its features, and discontinue the Platform with 90 days written notice. Your continued presence on the Platform after changes take effect constitutes acceptance of the updated terms.

14Governing Law & Dispute Resolution

This Agreement shall be governed by the laws of the State of Texas, without regard to conflict of law principles.

Any dispute arising under this Agreement shall be resolved through binding arbitration administered remotely, unless otherwise required by law. Either party may bring qualifying claims in small claims court in Texas or another competent jurisdiction.

The parties waive any right to participate in class action proceedings.

15 General

Entire Agreement: This Agreement constitutes the entire agreement between you and Layerhouse regarding your submission of Tracks to the Platform.

Severability: If any provision is found unenforceable, the remaining provisions continue in effect.

No Waiver: Failure to enforce any provision does not waive the right to enforce it in the future.

Independent Contractor: You are an independent contractor. Nothing in this Agreement creates an employment, partnership, or joint venture relationship.

Assignment: Layerhouse may assign this Agreement in connection with a merger or acquisition. You may not assign your rights without Layerhouse’s prior written consent.