COPYRIGHT LICENSE AND REVENUE SHARING AGREEMENT

REVISION 01/2026

Authoritative version. This document is legally binding only in its original language. Any automatic translation is provided solely for convenience and has no legal effect in case of inconsistencies.

1. PARTIES

This Copyright License and Revenue Sharing Agreement (the “Agreement”) is entered into between MixNauten®, EU Trademark No. 018795553, operated by a natural person under Italian law (hereinafter “MixNauten®” or the “Licensee”), and the undersigned artist, producer, rights holder, or duly authorized representative (hereinafter the “Licensor”).

MixNauten® is a trademark and does not have separate legal personality. All rights and obligations under this Agreement are assumed by the natural person operating under Italian law as Licensee.

This Agreement is executed and accepted electronically.

2. RECITALS

WHEREAS the Licensor represents and warrants that it owns or lawfully controls all economic exploitation rights in and to the Works;
WHEREAS MixNauten® operates exclusively as an independent copyright licensee, exploiting the licensed Works in its own name and at its own economic risk, and does not act as agent, intermediary, mandatary or representative of the Licensor;
WHEREAS the Parties intend to enter into an onerous copyright license agreement governed by Italian law and Italian tax principles.

NOW, THEREFORE, the Parties agree as follows.

3. DEFINITIONS

WORKS: The sound and/or audiovisual recordings designated by the Licensor and accepted by the Licensee.
PLATFORMS: Any third-party digital stores, streaming services, DSPs, social, UGC or similar platforms.
GROSS REVENUES: Amounts actually paid and settled to the Licensee by Platforms, net of Platform fees/commissions, refunds, chargebacks, any taxes withheld by Platforms (if applicable), and adjustments.

4. NATURE OF THE AGREEMENT

This Agreement constitutes a temporary, non-exclusive, onerous license of economic exploitation rights only, without any transfer of ownership, authorship, neighboring rights or moral rights.

Nothing herein shall be construed as creating any partnership, agency, mandate, fiduciary duty, employment or professional advisory relationship.

The Licensee exploits the Works autonomously and in its own name. No activity performed under this Agreement shall be construed as intermediation, agency, mandate, commission-based activity or provision of services on behalf of the Licensor.

This Agreement does not constitute a distribution agreement, mandate, agency, intermediation or provision of services in favor of the Licensor. The Licensee does not act on behalf of, in the name of, or for the account of the Licensor. The Licensee exploits the licensed Works independently, in its own name and at its own economic risk, on the basis of a non-exclusive onerous license of economic exploitation rights.

This Agreement shall be interpreted strictly in accordance with its express terms, and no ambiguity shall be construed against the Licensee by reason of its drafting.

5. GRANT OF RIGHTS

The Licensor grants the Licensee a worldwide license for a fixed term of three (3) years to:

digitally distribute and make the Works available to the public;
monetize and communicate the Works by electronic means;
grant technical sublicenses strictly necessary for exploitation, including to Believe International S.A.R.L. and Kontor New Media GmbH.

The rights granted hereunder are limited to the economic exploitation rights strictly necessary for the digital making available and monetization of the Works. No ownership, authorship, moral rights or exclusive rights are transferred. The Licensee does not acquire any right to act as distributor or intermediary on behalf of the Licensor, but exploits the Works independently in its own name.

All rights not expressly granted are reserved to the Licensor.

6. THIRD-PARTY SERVICES AND DISCLAIMER

The Licensee does not provide legal, tax, compliance or rights-verification services. All enforcement, fingerprinting, identification and takedown activities are performed exclusively by Platforms.

To the maximum extent permitted by law, the Licensee shall bear no liability for Platform decisions. Exploitation occurs in the Licensee’s own name and at its own economic risk.

7. CONSIDERATION AND REVENUE SHARING

The Licensor shall receive eighty percent (80%) of Gross Revenues; the Licensee shall retain twenty percent (20%).

Such retention constitutes the price of the copyright license and shall not be deemed a service fee, commission or professional remuneration.

The Parties expressly acknowledge that the revenue share payable to the Licensor constitutes consideration for the onerous grant of copyright exploitation rights and shall qualify, under Italian law, as income deriving from copyright and related rights, and not as compensation for services.

The Parties expressly exclude that such revenue sharing may be construed as a commission, service fee, consideration for distribution services, or remuneration for any professional or intermediary activity.

No revenues shall be due absent effective exploitation and settlement.

8. FISCAL QUALIFICATION

Tax qualification of all amounts arising under this Agreement shall be determined exclusively under Italian law.

The Parties expressly agree that all consideration and revenue shares paid to the Licensor derive from the onerous grant of copyright and related economic exploitation rights pursuant to Articles 2575 et seq. of the Italian Civil Code and Article 53 of the Italian Consolidated Income Tax Act (TUIR), and shall not constitute remuneration for services, professional fees or commercial commissions.

Each Party remains solely responsible for its own tax obligations.

9. ACCOUNTING AND PAYMENTS

Statements shall be issued quarterly and shall reflect exclusively amounts actually paid and settled to the Licensee by Platforms. Payments of royalties shall occur within thirty (30) working days from issuance of the relevant royalty statement, subject to the achievement of a minimum payment threshold, as determined by the Licensee for administrative, technical and cost-efficiency reasons.

Amounts below such minimum threshold shall be carried forward and paid in the first subsequent quarter in which the applicable threshold is reached. The minimum payment threshold shall be applied in a non-discriminatory manner to all licensors under comparable conditions.

No invoice shall be required or issued in relation to royalty payments under this Agreement. The royalty statement constitutes the sole settlement notice for the relevant period.

The royalty statement constitutes a mere accounting document evidencing the settlement of royalties deriving from the licensed exploitation rights and shall not be construed as an invoice or as documentation of services rendered.

Statements shall be final unless contested in writing within ninety (90) days.

10. TAKE-DOWNS

Forced Take-Down. In case of infringement or enforcement, the Licensee may remove the Works and terminate the Agreement immediately, applying a contractual penalty (penale) pursuant to Article 1382 of the Italian Civil Code equal to one hundred percent (100%) of the revenues generated by the Works up to the date of removal, without prejudice to the right to claim further damages where applicable.

Voluntary Take-Down. Permitted only upon proven loss of rights. Any contractual penalty shall be determined pursuant to Article 1382 of the Italian Civil Code and proportionate to the circumstances, taking into account the administrative and compliance costs incurred.

Any take-down decision is adopted autonomously by the Licensee in the exercise of its own economic exploitation rights and risk management, and not as a service rendered to the Licensor.

11. SUSPENSION

MixNauten® reserves the right, at its sole discretion, to temporarily suspend or permanently restrict the exploitation of the Works and/or the Licensor’s access to any related tools or dashboards, in whole or in part, with immediate effect, and without prior notice, in the event of:

any breach of this Agreement or of applicable Platform terms and policies;
actual or suspected copyright infringement or lack of sufficient rights or authorizations;
fraudulent, deceptive, abusive or unlawful activities, including manipulation of streaming metrics or artificial traffic generation;
submission of false, misleading or inaccurate metadata, statements or representations;
security incidents, unauthorized access, or misuse of the account;
requests, orders or requirements from competent authorities or Platforms;
any conduct, communication or public behavior that may reasonably be deemed harmful to the reputation, goodwill, business interests or legal position of MixNauten® or its partners.

No delay or tolerance shall constitute waiver.

Such suspension shall not affect any accrued rights, payment obligations, indemnities or liabilities of the Parties, which shall survive suspension or termination of this Agreement.

12. WARRANTIES AND INDEMNITY

The Licensor warrants full rights ownership and shall indemnify the Licensee from all claims.

13. LIMITATION OF LIABILITY

To the maximum extent permitted by law, liability is excluded for indirect damages. Aggregate liability shall not exceed amounts paid in the preceding twelve (12) months. Nothing in this Agreement shall limit liability for willful misconduct (dolo) or gross negligence (colpa grave) to the extent such limitation is not permitted under applicable law.

14. TERM AND EFFECTS

Upon termination or expiry, exploitation shall cease and rights shall revert, without prejudice to accrued obligations.

No reliance on representations outside this Agreement is acknowledged.

15. ELECTRONIC SIGNATURE

This Agreement is validly executed by electronic means pursuant to Regulation (EU) 910/2014.

16. GOVERNING LAW AND JURISDICTION

Italian law governs this Agreement. Exclusive jurisdiction lies with Italian courts.

17. TECHNICAL PAYMENT INSTRUMENTS

Any payment request, settlement tool or technical instrument (including, without limitation, PayPal requests or PayPal invoices) used for the purpose of transferring royalties shall be deemed purely technical and instrumental and shall not be construed as an invoice, compensation for services, agency remuneration or alteration of the legal and fiscal nature of the relationship established under this Agreement. This clause applies exclusively to royalty settlements under this Agreement.