Public Offer Agreement

The Principal instructs, and the Agent undertakes, to provide services for the distribution of music content, rights administration, and the collection and processing of revenue from digital platforms (including streaming services, social networks and other online platforms) worldwide.

The Agent acts solely as a technical intermediary between the Principal and the digital platforms. The Agent may act in its own name or on behalf of the Principal (under a power of attorney) in the interests of the Principal within the authority granted.

This Agreement does not limit the Principal's right to enter into similar agreements with other agents or to act independently.

The Agent's authority applies worldwide without any geographical exceptions, unless otherwise agreed by the Parties in writing.

The Principal warrants that it is the rights holder or holds all the rights and permissions necessary to provide the Content for distribution. The Principal bears full responsibility for any infringement of the rights of third parties.

The Agreement is deemed concluded when the Principal performs one of the following actions: registering on melodeex.com; uploading music content through the personal dashboard; clicking the "Accept terms" button or a similar one.

Acceptance of the offer means the Principal's full and unconditional agreement with all the terms of this agreement without any exceptions or reservations.

This offer is public and addressed to an unlimited number of persons. MELODEEX LTD may refuse to conclude an agreement without giving reasons.

Scanned copies of documents sent by email, as well as agreements signed with an electronic signature, are equivalent to originals until paper copies are exchanged.

The Agent's remuneration is 5% (five per cent) of the funds actually received from digital platforms for the use of the Principal's Content.

The Agent may act as a payment agent: receive all amounts due to the Principal from the platforms and settle with the Principal, withholding its remuneration.

Within 7 (seven) business days of receiving funds from the platforms, the Agent transfers to the Principal the amount net of its remuneration to the payment details specified by the Principal in the personal dashboard.

If the amount due to the Principal for a reporting period is less than 500 (five hundred) euros or the equivalent in another currency, the payment is carried over to the next settlement period. The Parties may change this threshold by mutual written agreement.

All bank charges for the transfer of funds are borne by the Principal. The settlement currency is determined by agreement of the Parties; on conversion, the exchange rate of the Agent's bank on the date of transfer applies.

The Agent undertakes to: distribute the Content to the available platforms within 5–15 business days of the approval of the upload; collect and record revenue; provide the Principal with an agency report through the personal dashboard every quarter; keep the Principal's data confidential.

The Principal undertakes to: provide correct metadata, artwork and audio files that meet the technical requirements of the platforms; guarantee that the copyright and related rights of third parties are not infringed; notify the Agent of any change in payment details in good time; provide every year a certificate confirming tax residence in the country of registration.

The Agent may: refuse to publish, or remove, Content that violates the requirements of the platforms, applicable law or the rights of third parties; suspend payments while claims from platforms or third parties are being settled.

The Principal may: request at any time that the Content be withdrawn from the platforms by sending a written notice to the Agent; contact the support team at in@melodeex.com.

Every quarter the Agent prepares and sends the Principal an agency report containing: the list of platforms, the amounts accrued for each platform, the Agent's remuneration and the amount payable to the Principal.

The Principal may submit reasoned objections to the report within 5 (five) business days. If there are no objections, the report is deemed accepted.

Access to detailed statistics is provided to the Principal in real time through the personal dashboard on melodeex.com.

Each Party pays taxes and duties independently in accordance with the legislation of its country of registration. Neither Party bears the tax obligations of the other.

The Agent is not liable for the Principal's improper performance of its obligations to the platforms, nor for the timing of payments by the platforms, which is beyond the Agent's control.

The Principal bears full liability for any infringement of copyright, related rights and other rights of third parties in connection with the Content. All claims, fines and other costs arising through the fault of the Principal are recovered from the Principal.

The Parties are not liable for failure to perform their obligations due to force majeure: natural disasters, military action, decisions of public authorities, platform outages and other events beyond the reasonable control of the Parties.

The Parties undertake not to disclose to third parties commercial and technical information obtained in the course of performing the Agreement without the written consent of the other Party.

The Principal consents to the transfer and use of their personal data by digital platforms and other counterparties solely for the purposes of performing this Agreement, distributing the Content and administering rights.

Personal data is processed in accordance with the MELODEEX LTD Privacy Policy published on melodeex.com.

The Agreement takes effect upon acceptance and remains in force for 3 (three) years, renewing automatically for each subsequent year unless either Party notifies the other of termination at least 30 (thirty) days in advance.

The Principal may terminate the Agreement at any time by sending a notice to in@melodeex.com. After termination, the Content is taken down from the platforms within 30–90 days (depending on the procedures of the platforms).

The Agent may terminate the Agreement unilaterally in the event of a material breach of the terms of this offer by the Principal, giving 14 days' notice.

The Agent retains the right to remuneration for services and for agreements concluded with its assistance during the term of the Agreement, regardless of its termination.

MELODEEX LTD may amend this offer unilaterally. The new version is published on melodeex.com and takes effect 7 days after publication. Continued use of the service means acceptance of the changes.

Matters not governed by this Agreement are subject to the legislation of Georgia. Any disputes are to be settled through negotiation; if no agreement is reached, they are referred to the court at the Agent's location.

If any provision of this Agreement is held invalid, the remaining provisions remain in full force and effect.

This offer cancels and supersedes all previous proposals and agreements between the Parties concerning the subject of the Agreement, unless otherwise agreed in writing.