Works Registration Terms and Conditions

1. Warranties and Representations. You represent, warrant and covenant that, with respect to any and all musical works that you register (“Titles”), either (a) you are (i) the writer, or one of the writers, of such Titles, or the duly appointed successor thereto, or (ii) the publisher, or one of the publishers, of such Titles, or (b) you are duly authorized by such writer or publisher to register such Titles on behalf of such writer or publisher using means authorized by such writer or publisher, and to bind such writer or publisher to all of the terms and conditions hereof. You further represent, warrant and covenant that (y) you have the necessary licenses, rights, authorization, consents, and permissions to register the Titles , and (z) all of the information with respect to such Titles, including, without limitation, information relating to the writer(s) and the publisher(s) of such Titles, furnished by you is true and accurate, including, without limitation, with respect to the Rules Regarding the Use of Artificial Intelligence, as set forth in Section 2 below. You understand and acknowledge that ASCAP may share such information with third parties (as further described in Section 6) and that ASCAP and such third parties may be distributing royalties to you and/or third parties in reliance upon such information and the representations and warranties contained herein. You further acknowledge that any misrepresentations as to any of the information provided with respect to the Titles to be registered, the authorization of any you may have received from the applicable writer(s) or publisher(s) to register such Titles, the identity of the writer(s) and publishers(s), and their respective interests in such Titles, or any other erroneous, false, discrepant or misleading statements (“Misrepresentations”) may be cause for ASCAP, in its sole discretion, to take action against you pursuant to Section 3 below.

2. Rules Regarding the Use of Artificial Intelligence. Musical works created using artificial intelligence (“AI”) technologies can generally be divided into two categories: fully AI-generated musical works (i.e., musical works generated entirely using AI algorithms, without any human authorship) and partially AI-generated musical works (i.e., works that combine elements of AI-generated content with elements of human authorship). At this time, ASCAP permits you to include partially AI-generated works in Titles. You are, however, strictly prohibited from including fully AI-generated works in Titles, and, for clarity, any such inclusion shall constitute a Misrepresentation in accordance with Section 3 below.

3. Misrepresentations. You understand and acknowledge that, if ASCAP has good cause to believe that you have made any Misrepresentations in respect of any Titles that you register, then ASCAP may immediately, without notice to you, take appropriate action including, without limitation, suspension of payment of any and all performance royalties to you; suspension of your ability to register additional Titles; adjustment of your ASCAP account to recoup or redistribute any royalties that were improperly distributed as a result of any such Misrepresentation; application of an administrative charge to your ASCAP account for the additional research and time expended by ASCAP to investigate any such Misrepresentation; removal of Titles from any and all ASCAP repertory and distribution databases; and demand reimbursement of any amounts paid in error by ASCAP as a result of any Misrepresentation.

4. Additional Information. ASCAP may contact you with regard to any suspected Misrepresentation, and you will have ten (10) days from the date of such correspondence (or such shorter period of time as may be set forth in such correspondence) within which to address and correct any Misrepresentations that ASCAP believes you may have made and to request reconsideration of the steps ASCAP is preparing to take (each, a “Request Letter”). The Request Letter should be accompanied by supporting documentation sufficient to demonstrate that you have the requisite authority to register the Titles with ASCAP and to verify the information provided by you in connection therewith, which documentation may include, without limitation, a U.S. Copyright Registration, agreements with co-writers and/or producers (so-called “split sheets”), a copy of the published lyrics and sheet music for such Titles, and/or a sound recording. The Request Letter and its attached documentation should contain all information supporting your contention that there has been no Misrepresentation to ASCAP in connection with the registration of the Titles. You understand and acknowledge that ASCAP reserves the right, after reviewing the Request Letter, to determine that the statements made by you therein may qualify as a claim against another person’s work and, in such an instance, the matter will be addressed pursuant to Section 2.8 of the Compendium of ASCAP Rules, Regulations and Policies Supplemental to the Articles of Association. You understand and acknowledge that ASCAP may, in its sole discretion, at any time, issue a final and non-appealable decision concerning (i) the proper owner(s) of the Titles in question and/or any other matters related to the suspected Misrepresentation and (ii) what remedies (if any) ASCAP may seek, in its sole discretion.

5. Indemnification. You agree to indemnify, hold harmless, release and, at ASCAP’s request, defend ASCAP and any foreign performing rights organization with which ASCAP is affiliated and each of their respective officers, directors, members, agents and employees from and against any and all suits, actions, legal or administrative proceedings, claims, demands, damages, penalties, fines, costs and expenses of whatsoever kind of character (including, but not limited to, legal fees and expenses and amounts paid in error by ASCAP or any foreign performing rights organization) (each, a “Misrepresentation Claim”), arising out of any Misrepresentation or other negligent or willful actions in relation to your registration of Titles. Notwithstanding the foregoing, ASCAP shall have the option to settle or defend any Misrepresentation Claim through counsel of ASCAP’s sole choice and at its own expense. You will reasonably cooperate in the handling of the Misrepresentation Claim and make available to ASCAP any defenses to such Misrepresentation Claim available to you.