Standard Terms and Conditions

  1. Song Agreement. The foregoing song agreement between Writer and the Publishers, together with any and all riders, exhibits and schedules annexed to such agreement, including, without limitation, these Standard Terms and Conditions, shall be taken together to constitute the “Agreement” between Writer and the Publishers. Unless otherwise indicated, capitalized words and expressions in this these Standard Terms and Conditions have the meanings defined in the foregoing song camp agreement. In the event of any conflict or inconsistency between the foregoing song agreement and these Standard Terms and Conditions, the terms of the foregoing song agreement will prevail.
  2. Engagement. During the Term and throughout the Territory, Writer hereby appoints the Publishers as its non-exclusive agent for Placements, and as the non-exclusive administrator of the Works for Digital Exploitations on the terms set out in this Agreement. Without limiting the generality of the foregoing, Writer hereby agrees that the Publishers shall be authorized to promote, administer and procure licenses and or placements with a third party for any and all synchronization uses of the Works, in any media now or later known, including, without limitation: (i) synchronization in a theatrical motion picture; (ii) synchronization in a television or miniseries program; (iii) synchronization for digital video on demand or in a home video program for sale to the public; (iv) any audio-visual production (including, without limitation, productions released on video or DVD, audio soundtracks released from said placements, commercials, promotional films or television trailers, Internet sites, computer programs or games, or any similar media); and (v) any audio-only production (including, without limitation, audio podcasts, radio broadcasts, audio-only commercials or bumpers). The terms and fees to be charged in respect of any Placement and/or Digital Exploitations will be determined by the Publishers in their sole discretion.
  3. Administration. Writer hereby grants to the Publishers the fullest possible rights to administer and exploit the Works in any manner or media now or later known during the Term and throughout the Territory for the purposes of securing Placements and Digital Exploitations (collectively, the “Administration Rights”). Without limiting the generality of anything else in this Agreement, Writer hereby acknowledges and agrees that the Publisher’s Administration Rights in and to the Works include without limitation the following:
    1. use, publish, perform, communicate, produce, reproduce, synchronize, market, distribute, and otherwise exploit the Works for the purposes of promotion and exploitation in accordance with this Agreement.
    2. edit, modify, recombine, substitute new titles for, make changes, arrangements, adaptations, translations, dramatizations, remixes and transpositions of the Works, in whole or in part, subject to the terms of this Agreement;
    3. secure copyright registration and protection in the Works, any arrangements, adaptations or other versions of the Works, and in any new works derived from the Works;
    4. assign alternate titles to Works for registration with performing rights organizations or societies (“PROs”) and on cue sheets;
    5. negotiate, enter into, execute and administer any and all agreements and/or licences for the exploitation of the Works, to the full extent of Writer’s interest in and to the Works, including to determine the licensing fees and terms of such agreements and/or licences in the Publisher’s sole discretion; and
    6. negotiate the inclusion of a courtesy credit provision in each Licensing Agreement in substantially the following form: “Licence arranged by Loose Change and SNGL Songs”; and
    7. receive and collect one hundred percent (100%) of any and all gross sums generated by any Placements and/or Digital Exploitations (excluding the so-called “writer’s share” of public performance income), together with accounting statements derived from such Placements and/or Digital Exploitations.

      For the avoidance of doubt, the Publishers shall be entitled to exercise (and grant to third parties the rights to exercise) the Administration Rights, in whole or in part, including, without limitation, all rights not expressly set forth in this Agreement.
  4. Compensation. The Publishers shall pay Writer a share of the Net Receipts (as defined below) directly attributable to the Works, in accordance with Writer’s ownership interest (if any) in respect of any Compositions, and/or Writer’s Revenue Share (if any) in respect of any Masters. For the purposes of this Agreement, (i) “Net Receipts” means gross receipts received by the Publishers from all exploitation of the Works, less the Budget in respect of such Works, any and all other fees, costs, and expenses in connection with the production, manufacturing, sale and exploitation in any form of the Works, including, without limitation, mechanical royalties, agent fees and, if you are not party to an Existing Publishing Agreement, the Administration Fee (as defined below), and (ii) “Administration Fee” means an administration fee, applicable only in the event that you are not party to an Existing Publishing Agreement, in an amount equal to fifteen percent (15%) of the gross receipts derived solely from the exploitation of the Compositions, which fee SNGL or Loose Change shall have the right to retain for its own account in connection with SNGL or Loose Change’s administration of your rights and interests in the Compositions.
  5. Other Publishers Projects. You agree that the Publishers are not restricted from (i) representing other artists or composers for the purposes of administering and procuring licences or placement of their compositions, works, or recordings anywhere throughout the Territory or (ii) engaging in any other business activities outside the scope of this Agreement.
  6. No Guarantees or Obligations. You acknowledge and agree that exploitation of the Works is a highly speculative business, and that the Publishers will use commercially reasonable efforts to market, promote and license the Works for prospective Placements and/or Digital Exploitations, but the Publishers make no representation, warranty or guarantee as to: (i) the level, scope, or extent of such efforts to promote and license the Works for prospective Placements and/or Digital Exploitations; or (ii) the commercial or financial viability or success of the Works that may result from such efforts, nor the amount of compensation that may be earned as a result of such Placements and/or Digital Exploitations.You further acknowledge and agree that the Publishers will be under no obligation to use or otherwise exploit any Works as contemplated under this Agreement, and the Publishers shall have no liability to you, directly or indirectly, from any failure to use or exploit any Works.
  7. Moral Rights Waiver. In respect of all the results, products and proceeds of Writer’s services under this Agreement, Writer hereby waives in favour of the Publishers and their successors, licensees and assigns, all of Writer’s moral rights and droits de suite throughout the Territory in and to the results and proceeds of Writer’s services and in and to the Works to the full extent same may be waived.
  8. Power of Attorney. Writer hereby appoints the Publishers as Writer’s true and lawful attorney during the Term, with full powers of substitution and delegation, to take such action and to make, sign, execute, acknowledge, deliver and record any and all instruments or documents that the Publishers from time to time deems necessary to vest in the Publishers and their successors, assigns and licensees, any of the rights granted to the Publishers under this Agreement.
  9. Placement Credit. If any Work is selected for a Placement then Writer hereby acknowledges and agrees that Writer may not be credited in association with such Placement. In the event that it is possible to include a credit in any Placement and the Publishers, in their sole discretion, elect to include a credit in any Placement, Writer shall be credited in association with such Placement. The size, style form, and placement of any such credit shall be as determined by the Publishers and their licensees in their sole discretion, and no casual or inadvertent failure by the Publishers or any third party to accord such credit shall be deemed a breach of this Agreement nor will any breach be deemed sufficient to entitle Writer, or any party deriving rights from or through Writer, to injunctive or other equitable relief.
  10. Digital Exploitations. For all Digital Exploitations of Works, Writer hereby acknowledges and agrees that the Publishers may release such Works under the name “SNGL” and/or “Loose Change” as the featured performing artist, including the name “SNGL” and/or “Loose Change” and in association with such pictures, likenesses and other identifications as the Publishers may determine in their sole discretion. Notwithstanding the foregoing, if a Work is selected for Digital Exploitation then the Publishers agree to make reasonable commercial efforts to ensure that Writer is credited in association with such Digital Exploitation substantially in the form of “written by [Writer’s name]” for Compositions, and/or “featuring [Writer’s name]” for Masters, as applicable. The size, style and placement of the credit shall be as determined by the Publishers and their licensees in their sole discretion. No casual or inadvertent failure by the Publishers or any third party to accord such credit shall be deemed a breach of this Agreement nor will any breach be deemed sufficient to entitle Writer, or any party deriving rights from or through Writer, to injunctive or other equitable relief.
  11. Name, Image, Likeness. Writer hereby grants to the Publishers, during the Term and throughout the Territory, the non-exclusive rights to, and to authorize other persons to, reproduce, print, publish and disseminate by any manner and by any means the names of Writer (including, without limitation, all individual, professional, group and fictitious names used prior to the Term, during the Term or in the future used by Writer), approved pictures, approved likenesses and other approved identifications of Writer and approved biographical material concerning Writer on and in connection with the performance, sale, lease, publicizing, distribution, licensing and other use or exploitation of the Works and in connection with the Publisher’s business, products and institutional advertising (and those of the Publisher’s successors, assigns, and licensees). Any materials submitted to the Publishers by Writer shall be deemed approved.
  12. Representations and Warranties.
    1. Writer hereby warrants, represents, covenants and agrees that:
      1. Writer has good and sufficient power, authority and right to enter into and deliver this Agreement and to fully perform all of Writer’s obligations under this Agreement;
      2. Writer is free and clear of any and all claims, rights, encumbrances and obligations whatsoever, and is under no disability, restriction or prohibition (whether contractual, physical, or otherwise) with respect to Writer’s right to execute this Agreement, or to perform its terms and conditions;
      3. all Works are and will be wholly original, and are not now and will not be an imitation or copy of, or infringe upon, any other material, or violate or infringe upon any common law, statutory, or other rights of any party, including, without limitation, contractual rights, copyrights and rights of privacy, to the full extent of Writer’s contributions to such Works;
      4. all information provided for and on behalf of Writer to the Publishers with respect to the Works shall be true, complete and accurate and all such information shall be provided by Writer as soon as the Works are made available to the Publishers under this Agreement;
      5. there are no suits, claims, actions or other legal or administrative proceedings involving any of the Works now pending or threatened, and Writer will immediately give notice to the Publishers of any claim in connection with any Works; and
      6. Writer is, and at all times during the Term shall be, a member in good standing of a PRO.
    2. the Publishers warrant and represent that each is under no disability, restriction or prohibition, whether contractual or otherwise, with respect to its right to execute this Agreement and perform its terms and conditions.
  13. Indemnification. Writer will at all times indemnify and hold harmless the Publishers from and against any and all claims, damages, liabilities, costs and expenses, including legal expenses and reasonable counsel fees, arising out of any alleged breach or breach by Writer of any warranty, representation, covenants, or agreement made by Writer in this Agreement (“Claim”). Writer agrees to reimburse the Publishers and/or their licensees, on demand, for all payments made by the Publishers at any time with respect to any Claim. In the event of any Claim, the Publishers may withhold royalties and other payments due to Writer under this Agreement and/or any other agreement to which the Publishers and Writer are parties. In the event of any Claim, Writer shall, at the Publisher’s reasonable request, cooperate fully with the Publishers with respect to such Claim. Writer shall have the right, at Writer’s sole expense, to participate in the defense of such Claim, but the Publishers will have the sole right to control the defense and to settle or otherwise dispose of such Claim in any manner in which the Publishers in their sole discretion may determine, and any decision by the Publishers in connection with the defense or settlement of any such Claim shall be final.
  14. Accounting.
    1. The Publishers shall use commercially reasonable efforts to collect all sums due to the Publishers in relation to the exploitation of the Works during the Term. The Publishers will compute royalties payable to Writer under this Agreement quarterly, will render a statement to Writer and pay any royalties shown to be due to Writer during the period for which the statement is rendered within ninety (90) days of the end of the applicable accounting period.  Each such statement will show in reasonable detail the computation of all amounts shown to be due to Writer.
    2. Royalties to Writer under this Agreement are to be payable only with respect to actual exercises of rights for which the Publishers actually receive payment, such royalties are to be payable at the same rate of exchange as the Publishers actually receives payment for such Works and after proportionate deductions for income and remittance and similar taxes withheld at source. For purposes of accounting to Writer, the Publishers will treat any foreign exploitation as an exploitation occurring during the same quarterly period in which the Publishers receive any accounting/payment for such foreign exploitation.
  15. Audit Rights.   
    1. At any time within twelve (12) months after any royalty statement is due to be rendered to Writer under this Agreement, Writer may give the Publishers written notice of Writer’s intention to audit the Publishers’ books and records with respect to such statement. Such audit must be commenced within thirty (30) days after the date of such notice, at Writer’s sole cost and expense, by a Chartered Professional Accountant, business manager or lawyer designated by Writer, provided such person has experience with audits in the music industry.  Such audit must be made during the Publisher’s usual business hours at the place where the Publisher maintains the books and records which relate to Writer and sole those which are necessary to verify the accuracy of the statement or statements specified in Writer’s notice to the Publisher. No audit shall continue for a period in excess of thirty (30) calendar days.
    2. Unless Writer provides notice to the Publishers in accordance with this section, each royalty statement rendered to Writer shall be final, conclusive and binding on Writer and will constitute an account stated. Writer is foreclosed from maintaining any action, claim or proceeding against the Publishers in any forum or tribunal with respect to any statement or accounting rendered under this Agreement unless such action, claim or proceeding is commenced against the Publishers in a court of competent jurisdiction within eighteen (18) months after the date such statement or accounting is sent to Writer under this Agreement.
  16. Assignment. The Publishers will have the right to assign this Agreement and its rights and obligations under this Agreement and to sell, assign, transfer, license and otherwise use and dispose of any of the Publisher’s rights and/or obligations under this Agreement in whole or in part to any person at any time and from time to time; without limiting the generality of the foregoing, the Publishers may enter into sub-publishing, administration, and/or collection agreements with, and license or assign this agreement and any of the Publisher’s rights and obligations under this Agreement to, any third party. Writer may not assign this Agreement or any of Writer’s rights or obligations under this Agreement without the prior written consent of the Publishers, which consent may be withheld in the Publisher’s sole discretion.
  17. Notice. All notices to the parties to this Agreement shall be in writing and may be served upon a principal or officer of the applicable party personally, or via electronic transmission (email to suffice), or by certified mail (return receipt requested), or any overnight mail delivery service (e.g., Federal Express) which provides proof of service addressed to the appropriate party at the respective addresses set forth on the first page of this Agreement or at such other address as any party to this Agreement may designate in writing from time to time. All notices shall be deemed given when personally delivered, emailed, mailed or delivered to a delivery service, all charges prepaid, except that notice of a change of address shall be effective only after actual receipt thereof. Any notices to SNGL shall be sent to the attention of Bridget Flynn, bridget@graysonmusicgroup.com, and  Alison Carter, alison@graysonmusicgroup.com. Any notices to SNGL shall also be simultaneously sent to Stohn Hay Cafazzo Dembroski Richmond LLP, 2-133 King St. E., Toronto, Ontario, Canada, M5C 1G6, Attn.: Angelika Heim, angelika@stohnhay.com.  Any notices to Loose Change shall be sent to the attention of Justin Katerberg, justin@loosechange.xyz and Dru Phomvongsa, dru@loosechange.xyz.
  18. Miscellaneous.
    1. Writer hereby agrees to execute such further documents as may be reasonably necessary to effectuate the terms of this Agreement, including, without limitation, any assignments of copyright in and to the Masters.
    2. Any and all riders, exhibits and schedules annexed to this Agreement shall be taken together to constitute the agreement between Writer and the Publishers, including, without limitation, these Standard Terms and Conditions.
    3. This Agreement constitutes the entire agreement between the parties to this Agreement with respect to the subject matter of this Agreement and cancels and supersedes any prior understandings and agreements between the parties to this Agreement.
    4. Nothing contained in this Agreement will be construed as in any way constituting a partnership between or a joint venture by the parties to this Agreement, or be construed to evidence the intention of the parties to constitute such a relationship.
    5. No amendment of or addition to this Agreement will be valid or binding unless set forth in writing and duly executed by all of the parties to this Agreement.
    6. No waiver of any breach of any provision of this Agreement will be effective or binding unless made in writing and signed by the party purporting to give the same, and unless otherwise provided in the written waiver, will be limited to the specific breach waived.
    7. Time is of the essence of this Agreement.
    8. The Works are unique and extraordinary. Writer acknowledges and agrees that should Writer engage in any action which affects, hinders, or obstructs the Publisher’s rights in and to any Works, the Publisher’s loss cannot be adequately compensated in damages, and the Publishers shall be entitled to enjoin Writer from engaging in such action, and/or seek other injunctive or other equitable relief.
    9. The Publishers shall not be deemed to be in breach of any of their obligations under this Agreement unless and until Writer has given written notice setting forth the nature of such breach and the applicable Publisher has failed to cure such breach within thirty (30) days after the effective date of such notice. For the avoidance of doubt, neither Publisher shall be deemed to be in breach of any of their obligations unless the breach notice is in connection with an action or omission by such Publisher. In the event of any breach of this Agreement by either Publisher, Writer’s sole remedy shall be an action at law for damages actually incurred, if any, and in no event shall writer be entitled to seek equitable or other injunctive relief.
    10. This Agreement will enure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and permitted assigns of the parties to this Agreement.
    11. There are no representations, warranties, terms, conditions, undertakings or agreements, express, implied or statutory, between the parties other than as expressly set forth in this Agreement.
    12. If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part thereof and the remaining part of such provision and all other provisions of this Agreement will continue in full force and effect.
    13. If because of an act of God, inevitable accident, fire, lockout, strike or other labour dispute, riot or civil commotion, act of public enemy, enactment, rule, order or act of any government or governmental instrumentality (whether federal, provincial, local or foreign), failure of technical facilities, failure or delay of transportation facilities, viral outbreak, disease, epidemic, pandemic (including, without limitation, COVID-19), or any other cause of a similar or different nature not reasonably within the Publisher’s control, the Publishers are materially hampered in the exploitation or administration of the Works, then, without limiting the Publisher’s rights, the Publishers will have the option to suspend the Term, if applicable, and the operation of this Agreement and its obligations under this Agreement for the duration of any such contingencies. No suspension imposed under this section shall exceed six (6) months unless such contingency is industry-wide.
    14. Writer agrees to keep strictly confidential the terms and contents of this Agreement, including any negotiations or communications relating to this Agreement. In keeping this information strictly confidential, Writer agrees not to discuss or disclose, or authorize anyone to discuss or disclose, orally or in writing, voluntarily or in response to any inquiry, the terms of this Agreement to any person or entity. This will not prohibit such disclosure of information by Writer to Writer’s professional representatives (provided that such representatives agree to be bound by this confidentiality provision), or as is required by law to any court of competent jurisdiction or any governmental agency.
    15. Writer hereby acknowledges that: (a) Writer has read and understood this Agreement; and (b) Writer has obtained, or has had an opportunity to obtain and has knowingly waived the right to obtain, independent legal advice in connection with this Agreement and the provisions of this Agreement.
    16. This Agreement may be executed and delivered in one or more counterparts, each of which, when so executed, will be deemed to be an original.  Such counterparts will together constitute and be deemed one in the same instrument. Delivery by facsimile or by electronic transmission in portable document format (PDF) of this Agreement is as effective as delivery of an originally executed counterpart of this Agreement. Signature via facsimile or electronic mail as a PDF or other secure electronic reproduced form (such as a DocuSign file), will have the same force and effect as an original signature. The parties agree to not contest the admissibility of the electronically signed copy of this Agreement, and agree to execute such further documents as may be reasonably necessary in any circumstances where the validity, enforceability or admissibility of an electronically signed version of this Agreement may arise.
    17. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the applicable laws of Canada. For the purpose of all legal proceedings this Agreement will be deemed to have been performed in the Province of Ontario and the courts of the Province of Ontario will have jurisdiction to entertain any action arising under this Agreement. Writer and Publishers each hereby attorns to the exclusive jurisdiction of the courts of the Province of Ontario in the city of Toronto.