INSPIRASI UTAMA

The following Publishing Administration Terms and Conditions ("Publishing Administration Terms") apply to users of www.iup.co.id, related websites, and other digital properties (collectively referred to as the "IUP Site"), which are owned and operated by Inspirasi Utama Publishing, ("IUP") under the auspices of PT Inspirasi Utama. IUP is also referred to as "Publisher", "We" or "Us" throughout the Publishing Administration Terms and in connection with your use of the IUP site and your use of any publishing administrative content, information, products and/or services herein (collectively referred to as the "Publishing Administration Services"). The Publishing Administration Terms are a legally binding agreement between you, an individual user, or an entity (collectively or individually a "User") and an IUP regarding your use of the Publishing Administration Services. The User and the IUP are referred to herein individually as the "Parties" or collectively as the "Parties" respectively. When using the IUP Site, you will be subject to:

1.   1.  The Terms and Conditions available on www.iup.co.id/terms-and-condition ("Core Terms"; capitalized terms used herein and not defined have the meanings given to them in the Core Terms);
2. Additional terms or additional rules posted that apply to certain services and features that may be posted from time to time on the applicable Site ("Additional Terms"); and
3. Other binding agreements entered into between you and the IUP. These Issuance Administration Terms constitute "Additional Terms".

BEFORE USING THE ISSUANCE ADMINISTRATION SERVICE, PLEASE READ THE FOLLOWING ISSUANCE ADMINISTRATION TERMS CAREFULLY. BY REGISTERING AND USING THE PUBLISHING ADMINISTRATION SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE PUBLISHING ADMINISTRATION TERMS, THE CORE TERMS, ANY OTHER APPLICABLE ADDITIONAL TERMS, AND FUTURE MODIFICATIONS (COLLECTIVELY, THE "TERMS"). IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DISCONTINUE USE OF THE IUP SITE.

Grant of Rights.

1.1
During the Term (as defined in Section 5.1 below), you hereby grant to the Publisher, worldwide (the "Territory"), the sole and exclusive right to become the administrator of the work owned or controlled by you, to the extent that you have an interest in it, and assigned by you to the Publisher during the Term ("Composition"), the Publisher's administrative rights including, without limitation, sole and exclusive rights, as follows:
(a) To register the Composition, if you have not already done so, with the relevant performance rights organization, as well as any other licensing agents;

(b) To reproduce, encode, produce, distribute, and sell recordings containing one or more Compositions, physically, digitally, and electronically, or in any other format or media by notice and by mutual agreement between you and the Publisher;

(c) To perform and license others to perform the Composition publicly or privately, for profit or not, through public or private performances, through broadcast or digital formats, on radio, television, the internet, or in any other manner or medium now known or to be developed in the future;

(d) To publish, or license to others, to publish, printed versions of the Composition, in any form, including sheet music and lyric licenses;

(e) To make arrangements, or adapt, alter or translate, the Composition in any way by prior notice and upon mutual agreement between you and the Publisher, including the right to record or re-record the Composition in a foreign language; add new lyrics and/or music to any Composition; license a "cover version" of a Composition; and license to third parties authorizing the interpolation and/or "sampling" of the Composition;

(f) Grant, manage, and collect royalties under audio-specific blanket licenses and audio-visual blanket synchronization licenses (e.g., "micro-sync" licenses) of the Composition for the use of the Composition in "art tracks", videos created by users on sites and services such as YouTube, Facebook, TikTok), and other audio-visual programs.  Concerning YouTube or other consumer-facing third-party digital sites, Publisher's rights include the right to identify, claim, and monetize videos containing Compositions by allowing ad serving;

(g) To use the name, likeness, and biographical information about the author of the Composition in connection with the exploitation and/or promotion of the Composition and for the promotion of the Publisher's business;

(h) Allow or license third parties to exercise the rights granted to Publisher hereunder; and

(i) Subject to the terms and conditions set forth herein, to collect all income derived from the exploitation of the rights granted herein.

1.2.

In connection with the grant of the foregoing rights, you hereby appoint the Publisher as your legally correct and lawful agent and proxy (with full power to make substitutions and delegations) to create, sign, and submit any documents, instruments, and writings on behalf of the Publisher and/or your name, as well as perform other actions on behalf of the Publisher and/or your name,  which, in the reasonable business judgment of the Publisher, is necessary or desirable to carry out the purposes of this agreement.

Payment.

2.1

"Gross Receipts" as used in these Publishing Administration Terms means all revenue derived from the exploitation of the rights in the Composition granted to the Publisher in these Terms, which is actually received by the Publisher, which solely allows for deductions of arrangement, copying, and translator fees as well as royalties (which are subject to the rules and practices of the local collecting society), tax deductions and/or standard commissions withheld by the agent bona fide billers and/or reasonably operating collecting societies, as well as sub-issuer fees and/or administrator fees and/or commissions in any part of the Territory. The Issuer reserves the right to collect all Gross Receipts including monies earned by the Compiler before the commencement of the Term but not yet collected.

You will receive seventy percent (70%) of the Gross Revenue derived from the exploitation of the Composition in the Territory, including but not limited to mechanical royalties, print revenue, and the so-called "publisher's share" of public performance revenue. Publishers are allowed to retain thirty percent (30%) of Gross Revenue.

For the avoidance of doubt, the payment to you set forth above includes all songwriter royalties, excluding the "author's share" of the public performance revenue that you will receive from your designated performance agency ("PRO"). If any Composition is created in whole or in part by you, and you are not a PRO member and choose not to be affiliated with PRO during the Term, then, subject to PRO's rules and conditions, as between you and the Publisher, the Publisher will have the right to collect and receive the so-called "author portion" in addition to the so-called "publisher portion" of the performance earnings generated by the Composition concerned.

2.2

You will receive a report regarding your portion of Gross Receipts, and the money will be credited to your IUP account within forty-five (45) days after the end of each calendar quarter for each previous quarterly period. Once the payment has been credited to your account, you will be able to withdraw all or part of your account balance, at your discretion. You will be responsible for any bank fees or other fees associated with such withdrawals. Any objection relating to the accounting report or any legal claim arising therefrom must be made (and any claim commenced) no later than one (1) year after the date the report was first sent to you, and you waive any longer time limitation laws that may be permitted by law. No general objection, including, but not limited to, a general claim for over-reporting withholding or under-reporting of income, would be considered a valid objection. Similarly, in the event of an overreporting of revenue to you, or if you are paid a portion of Gross Receipts from any third party due to the Publisher under this agreement, the Publisher reserves the right to deduct any overpayment, or Publisher's share of any revenue due to Publisher, from any revenue due to you, now or in the future,  from this agreement or under any other agreement between you and IUP.

2.3

Gross receipts posted to your IUP account will be collected in an interest-bearing bank account with the Gross receipts of other IUP customers until you withdraw the funds. You agree that you will not receive interest or other income on Gross Receipts that the Publisher handles as your agent and is placed in such joint accounts. In consideration of the use of Publishing Administration Services o

You irrevocably assign and assign any title rights you may have on interest that may arise from Gross Receipts held in such joint accounts to the Issuer. In addition to or instead of interest accrued on such joint accounts, the Issuer may receive a reduction in fees or expenses charged for banking services by the banks that hold your Gross Receipts.

2.4

If the Publisher, in good faith, has reason to suspect that your account has been subjected to and/or engaged in fraudulent or abusive activity, the Publisher reserves the right to stop sending Gross Receipts to your account and block your ability to withdraw funds from such account until a resolution of such suspicious activity is obtained for the benefit of the Publisher and you. In addition, you agree that such revenue will be forfeited by you if Publisher determines, in good faith, that such revenue is the result of fraud and/or infringement. To the extent that fraudulent and/or misleading activity is determined to be caused by the acts or omissions of you or your affiliates, any costs incurred shall be borne by you (including legal fees and expenses). Some Publisher licensees may also have policies related to fraud and suspected fraudulent activity and you agree that you are responsible for investigating such policies and that such policies will be binding on you under this agreement.

2.5

If the Publisher is faced with claims of infringement of copyright, trademark, publicity rights, or other intellectual property rights, or failure to comply with the terms of a third-party license or another claim that, if true, would constitute your infringement, or your non-compliance with, any of your representations, by any of the warranties or agreements hereunder, you agree that Publisher may freeze any revenue in your account received in connection with The disputed composition or other material you submit until a resolution of such disputed activity is obtained and that such revenue will be forfeited if the Publisher determines, in good faith, that such revenue is the result of fraud and/or infringement. In addition, if in the Publisher's reasonable business judgment, the Publisher chooses to engage counsel to review and/or respond to such claims, the Publisher will, in its sole discretion, have the right to deduct from your account or charge a Payment Method of Three Hundred Dollars (USD 300) to offset the costs and related legal expenses.

Third Party Obligations.

You are solely responsible for the payment of all compensation, if any, to and any necessary licenses from, song creators, licensors, revenue participants, and other third parties to whom you are obligated to pay a portion of the revenue earned from any of the Compositions. You warrant and represent that all song creators, licensors, revenue participants, and other third parties to whom you are obligated to pay a portion of the revenue from the Composition will only look to you for such payment and you hereby agree to indemnify the Publisher and hold the Publisher harmless from and against any claims, demands, or actions of the song creators,  licensors, revenue participants, and other third parties for such payments by the indemnification provisions set forth herein.

Cost.

(...)

Time Frame.

5.1

The "Term" of this agreement is for an initial period of one (1) year, commencing on (...) and continuing until the end of the calendar quarter when the Publisher receives notice of cancellation from you. After the initial period, the Term will automatically renew and extend for an additional quarterly period unless you provide written notice to the Publisher of termination at least thirty (30) days before the end of the then-current period.

5.2

The Publisher reserves the right to collect all revenue related to the Composition earned before, and during, the Term. After the Term, the Publisher shall be entitled to a twelve (12) month billing period following the Term to collect any and all revenue earned during the Term but not paid (the "Period After the Term"). If the Publisher receives revenue earned after the Post-Term Period from a billing agency, licensee, or other entity due to their acts or omissions or your failure to notify a third party of the termination of this agreement, you acknowledge that the Publisher's acceptance will not constitute a breach of this agreement. Publisher will continue to account for all such revenue to you by the terms set forth herein.

Warranty; Statement; Compensation.

6.1

You warrant and represent that:

(i) you are at least eighteen (18) years of age;

(ii) you have the full right and authority to enter into and execute this agreement in full and grant to the Publisher all the rights mentioned herein;

(iii) the Publisher's exercise of any rights relating to the Composition, including music, title, and/or lyrics, will not violate or violate any common law or legal rights of any person, company, or corporation including but not limited to contractual rights, copyright and privacy rights;

(iv) the rights granted herein are free and free from any claims, demands, liens, or foreclosure and

(v) none of the Composition is defamatory or indecent.  Without limiting the foregoing, no consent from any third party is required, and will not be required, to exercise the rights granted by you to the Publisher hereunder.

6.2

Further, you warrant and represent that all registrations and information you submit to Publisher are and will remain true and accurate. If the Publisher receives a notice in respect of any discrepancy or inaccuracy in the registration of a Composition, the Publisher reserves the right to suspend payment in respect of the Composition in question until such discrepancy or inaccuracy is resolved.

6.3

You shall defend and indemnify Publisher and any of its affiliates (including its directors, members, officers, employees, sub-publishers, and other representatives) and hold them harmless from any third-party claims, damages, losses, and expenses, including reasonable attorneys' fees and expenses, arising out of any alleged breach or breach by you of any warranty, representation, or agreement made herein,  or that relates to any act or omission that you have committed or that is under your direction or control. You will reimburse the Publisher for any payments made at any time after the date of this agreement in respect of any liability or claim to which the Publisher is entitled to indemnification. Alternatively, the Publisher may elect to deduct such payment from any revenue payable to you under this Agreement or any other agreement between you and IUP.

Legal Process and Settlement.

7.1

Notwithstanding the provisions of Section 6.3 above, The Publisher shall have the right but not the obligation to claim, defend, and settle all claims and actions relating to the Composition, and generally do all necessary about such and copyright or other rights relating to the Composition; provided that the Publisher must not settle the claim without your consent (other than as outlined in Section 7.2 below). In the event of a recovery by the Publisher or you of any monies as a result of a decision or settlement, such monies will be divided between you and the Publisher in equal portions as outlined in Section 2 above, after first deducting the costs incurred to obtain such monies, including reasonable legal fees and expenses. You have the right to provide legal advice for yourself, to assist or prosecute or defend the matter, but at your own expense. Any judgment against the Publisher and any settlement by the Publisher of any claim against it in respect of any of the Compositions, together with fees and expenses, including, without limitation, legal fees and expenses, shall be subject to the indemnification provisions of the Publication Administration Terms, and your indemnification payment shall be paid to the Publisher of any amounts that may be due to you under any accounts owned and maintained by you Publisher or immediately upon request by Publisher.

7.2

Notwithstanding anything to the contrary contained in this agreement, the Publisher reserves the right but is not obligated to, select a catalog of curated compositions (including Compositions) into industry-wide licensing and settlement arrangements for the recovery of royalties presented and endorsed by advocacy groups such as the National Music Publishers Association without your prior consent.

Document.

8.1

Upon the Publisher's request, you must sign and submit to the Publisher any necessary documents relating to the rights granted by the Publisher in the Composition, and if you do not do so within ten (10) business days of the Publisher's request for such request, Publisher may sign such documents on your behalf.

8.2

Along with your acceptance of the Publishing Administration Terms, you will provide the Publisher with a copy of any existing licenses or other agreements relating to the Composition. You further agree to notify the Publisher of any recorded version of each Composition during the Term as soon as you become aware of it. If and to the extent you fail to provide the Publisher with any of the materials and information mentioned in this section, the Publisher's rights in and to the Composition will not be impaired as a result.  The publisher is not responsible for any non-collection of money or the absence of copyright protection in respect of the affected Composition that is a direct or indirect result of your failure.

Updates to Terms and Conditions; Cancellation.

9.1

The Publisher reserves the right to amend the Publishing Administration Terms at any time and/or insert new terms and/or conditions regarding your use of the IUP Site. The Publisher will notify you of any material changes to the Publishing Administration Terms and you have the right to terminate those Terms if you do not wish to accept them. Otherwise, if you continue to use the IUP Site and do not terminate, such modifications and updates will be deemed accepted and incorporated into these Publishing Administration Terms.

9.2

In addition to those set out above, you have the right to cancel these Terms at any time after one (1) year, by filling in and resending the following notice: [__________________]. Cancellation will be effective at the end of the calendar quarter in which we receive notice of such cancellation, subject to the Post-Term Period and our billing rights from the relevant performance, licensing and other billing rights organizations.

Violation of Terms and Conditions; Termination. You agree that Publisher may terminate any account (or portion thereof) that you may have through the Site or your use of the Site and that Publisher may delete and dispose of all or part of your account, at any time for any reason (including without limitation your violation of these Publishing Administration Terms) or without cause, in Publisher's sole discretion. You agree that your access to the Site and/or any account you may have, or any part thereof, may be terminated without prior notice, and you agree that the Publisher will not be liable to you or any third party for such termination. This remedy is in addition to any other remedies that the Issuer may have legally or equitably.