Participation Agreement

1. INTERPRETATION AND DEFINITIONS

1.1 In this Agreement, unless the context otherwise requires:

1. App means the digital platform known as Swypatune, owned and operated by the Company.
2. Content means any original song, lyric, audio-visual material, literary submission, or other creative work submitted by the Contestant on the App.
3. Commercial Exploitation means any use of the Content resulting in the receipt of royalties, licensing fees, performance fees, endorsements, or other forms of monetary compensation.
4. Net Revenue means gross income actually received by the Company from Commercial Exploitation of the Contestant's Content, after deduction of third-party commissions, transaction costs, and applicable taxes.

1.2 Headings are for convenience only and shall not affect the interpretation of this Agreement. Words in the singular shall include the plural in this Agreement, unless the context requires otherwise:

2. GRANTS OF RIGHTS

2.1 The Contestant hereby grants to the Company a non-exclusive, royalty-free, worldwide, irrevocable licence to:

1. use, reproduce, publish, display, communicate, transmit, and distribute the Content on the App and in connection with any Company marketing, promotional or advertising activities whether via digital, print, broadcast or other media and;
2. negotiate with, liaise with, and introduce third parties including but not limited to producers, labels, agents, managers, and platforms for the purposes of securing opportunities for Commercial Exploitation of the Contestant's Content.

2.2 The Contestant voluntarily agrees to submit Content to the App and participate in contests or showcases.

2.3 This licence shall survive the termination of this Agreement solely to the extent necessary to give effect to any rights or obligations that accrued during the term.

3. OWNERSHIP OF CONTENT

3.1 Ownership of all intellectual property rights in the Content remains with the Contestant.

3.2 The Contestant warrants that they are the sole owner of the Content or have obtained all necessary permissions for use and submission on the App.

4. REVENUE SHARING

4.1 In the event that the Contestant enters into a commercial arrangement with a third party as a result of exposure or engagement on the App, the Company shall be entitled to receive a commission of 10% of the Net Revenue derived from such arrangement, whether directly or indirectly.

4.2 The Contestant undertakes to notify the Company in writing of any such third-party engagement within seven (7) days of entering into such arrangement.

4.3 The Contestant shall pay the Company its commission within thirty (30) days of receipt of any revenue derived from such arrangement and shall provide supporting documentation upon request.

4.4 The Company reserves the right to audit the Contestant's records relating to any such arrangement upon reasonable notice, not more than twice per calendar year.

5. TERM AND TERMINATION

5.1 This Agreement shall commence on the date first above written and continue in force unless terminated in the circumstances and manner provided hereunder:

1. This Agreement shall terminate automatically on completion of the services.
2. If any breach of the Contract, the Agreement will be terminated on an immediate basis.
3. This Agreement may be terminated forthwith by the unaffected party by reason of withdrawal of any governmental authorization, license, or permit, the affected Party is unable to fulfill its obligations herein stated.
4. By either Party upon willful default by the other Party to perform any of its obligations under this Agreement, if such default is not corrected within fourteen (14) days after issuance of written notice by the non-defaulting party.
5. By either Party upon giving thirty (30) days written notice to the other Party.
6. Either Party shall have an immediate right to terminate this Agreement if the other Party becomes or is declared insolvent or bankrupt, becomes the subject of any proceedings relating to its liquidation, insolvency or for the appointment of a Receiver or similar office over or in respect of its assets, or compounds or makes an assignment for all, or substantially all, of its creditors, or enters into an agreement for the composition, extension or readjustment of all, or substantially all, of its obligations.

5.2 Any termination (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party including the Company's right to commissions on existing commercial engagements secured through the App, nor shall it affect the coming into force or the continuing in force of any provision in this Agreement or subsequent Agreements which are expressly or by implication intended to come into or continue in force on or after such termination.

6. CONFIDENTIALITY

6.1 All confidential information furnished by either party to the other party in connection with this Agreement shall be maintained in confidence and shall not be disclosed to third parties or used except for the purposes of this Agreement. The foregoing obligations shall not apply to information which the recipient can show that;

1. was previously known to it at the time of receipt;
2. was in the public domain at the time of receipt or thereafter entered the public domain without fault of the recipient;
3. corresponds to information which was furnished to the recipient by a third party lawfully entitled to do so;
4. was developed independently by personnel of the recipient who had no access to the information; or
5. is required to be disclosed in legal proceedings, provided that the disclosing party shall give prompt written notice of the request for such disclosure.

6.2 This clause shall survive the termination or expiration of this Agreement.

7. WARRANTIES AND INDEMNITIES

7.1 The Contestant represents and warrants that:

1. they are the sole legal and beneficial owner of the Content, or have obtained all necessary rights, licences, consents, and permissions required to submit the Content to the App and to grant the rights granted under this Agreement;
2. the Content does not infringe the intellectual property or other proprietary rights of any third party;
3. the Content is original, lawful, and does not contain any material which is defamatory, obscene, offensive, or unlawful;
4. They are over the age of 18 years.

7.2 The Contestant undertakes to indemnify and hold harmless the Company from and against any and all claims, liabilities, losses, costs, and expenses including legal fees arising from a breach of the warranties above.

8. LIMITATION OF LIABILITY

8.1 The Company shall not be liable for any indirect, incidental, or consequential damage, or for any loss of profit, goodwill, or opportunity arising under this Agreement.

8.2 The Company's total aggregate liability under or in connection with this Agreement shall not exceed the total amount of commission received by the Company in respect of the Contestant's Content.

9. ENTIRE AGREEMENT

9.1 This Agreement and any other documents referred to in this Agreement constitute the whole and only agreement between the parties relating to the subject matters hereof and, except if and only to the extent repeated in any of the documents referred to, supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, relating thereto.

9.2 Each party to this Agreement acknowledges that in entering into this Agreement and any other documents referred to in this Agreement on the terms set out therein, it is not relying upon any representation, warranty, promise or assurance made or given by the other party or any other person, whether or not in writing, at any time before the execution of this Agreement which is not expressly set out herein.

10. SEVERABILITY

If any one or more of the provisions (or portions thereof) of this Agreement shall for any reason be held by a final determination of a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions (or portions of the provisions) of this Agreement, and the invalid, illegal, or unenforceable provision shall be deemed replaced by a provision that is valid, legal, and enforceable and that comes closest to expressing the intention of the Parties.

11. AMENDMENTS, MODIFICATIONS & WAIVERS

11.1 No modification, amendment, supplement to or waiver of this Agreement or any of its provisions shall be binding upon the Parties hereto unless made in writing and duly signed by both Parties.

11.2 A failure or delay of either Party to this Agreement to enforce at any time any of the provisions of this Agreement, or to exercise any option which is herein provided, or to require at any time performance of any of the provisions hereof, shall never be construed to be a waiver of such provision of this Agreement and shall not excuse the other Party's performance of such, nor affect any rights at a later time to enforce the provision.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1 This Agreement and any dispute or claim (including non-contractual agreement) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.

12.2 The Parties shall do all within their effort to settle any dispute arising between them amicably within fifteen (15) days of written notification of any dispute by the affected party.

12.3 The Court of England and Wales shall exercise jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

13. NOTICES

All notices and other communications required or permitted under this Agreement shall be deemed to have been duly given and made upon actual receipt if in writing and if served:

1. by personal delivery to the Party for whom intended (which shall include delivery by FedEx or similar service, with a requirement for signature upon delivery),
2. by postage prepaid, certified or registered mail, return receipt requested.
3. by email to such relevant addresses for such Party, with confirmation back of delivery, and in each case bearing the then address of record for, or such other address as may be designated hereafter by such Party.

14. CONSTRUCTION

Each Party and its Counsel have participated fully in the review and revision of this Agreement. Any rule of construction suggesting or requiring ambiguities is resolved against the drafting Party and shall not apply in the interpretation of this Agreement.

15. MISCELLANEOUS

15.1 Counterparts: This Agreement may be executed in any number of counterparts and by each of the Parties on separate counterparts but shall not be effective until each Party has executed at least one counterpart. Each counterpart, when executed, shall be an original, but all the counterparts together constitute the same Agreement.

15.2 Electronic Signature: The Parties hereby acknowledge and agree that this Agreement may be executed electronically by use of electronic or digital signatures and same shall have the same binding effect as the parties' handwritten signature. Any party providing an electronic signature agrees to promptly execute and deliver to the other party an original signed Agreement upon request. Failure to deliver an original shall not affect the validity, enforceability, or binding effect of this Agreement.

15.3 No Assignment: The rights, benefits or obligations under this Agreement shall not be assigned or otherwise transferred in whole or in part without the prior written consent of the other Party, and where permitted it shall be binding upon and inure to the benefit of the Parties and, where so permitted, their assigns or other transferees.