Terms & Conditions:
Royalty Advance Agreement

These terms and conditions ("Advance Terms") are established by 1M Music Group ("1M Music", "We", "Our", "Us") and enter into full force and effect on the date you indicate your acceptance through the prescribed form or platform ("Effective Date"). You and 1M Music may be referred to individually as "Party" and collectively as "Partes".

BACKGROUND

I. You have previously entered into the 1M Music Terms of Use and Distribution Agreements. These Advance Terms supplement those agreements. In the event of any discrepancy, these Advance Terms shall prevail over any prior agreement.

II. 1M Music offers a royalty advance service that allows eligible users to access projected cash flows in exchange for the exclusivity and temporary retention of their catalog.

1. THE ADVANCE AND SERVICE FEE

1.1. Advance Amount: Refers to the net liquid sum that 1M Music makes available to you upon acceptance of these terms.

1.2. Service Fee: For administrative management, capital cost, and financial risk assumed, 1M Music will accrue a fixed and non-negotiable fee equivalent to 30% (thirty percent) of the Advance amount.

1.3. Recoupable Sums: The total Recoupable Sums consist of the Advance plus the Service Fee. This total constitutes the amount that must be fully recouped by Revenues before considering the start of the exit period.

2. EXCLUSIVITY AND LOCK-IN RESTRICTIONS

2.1. Mandatory Lock-in Period: By accepting this Advance, you grant 1M Music the exclusive right of distribution, exploitation, and collection of the covered Recordings (and their associated Materials). These Recordings will remain locked in our system and cannot be:

• Removed (takedowns).
• Transferred to another distributor or platform.
• Subject to changes in royalty split percentages.

2.2. Lock-in Duration: The lock-in period will remain in effect until the following two conditions are cumulatively met:

• Full Recoupment: That the Recoupable Sums have been 100% amortized through the Revenues generated.
• Post-Recoupment Extension: That 12 (twelve) additional months of uninterrupted exploitation elapse from the exact date of full recoupment.

3. RECOUPMENT MECHANISM

3.1. Revenue Application: 1M Music will retain 100% of the net Revenues corresponding to you until the Recoupable Sums have been cleared in full.

3.2. Post-Recoupment Settlement: Once the Recoupable Sums are recovered, and during the 12-month extension period mentioned in clause 2.2, you will resume receiving your royalty share as per your original contract, but maintaining the exclusivity and lock-in exit restriction.

4. REPRESENTATIONS AND WARRANTIES

You warrant and represent that:

• You are over 18 years old and have full legal capacity to bind yourself under these terms.
• You are the legitimate owner or have the necessary authorizations for all rights to the Recordings and Materials.
• You have not transferred and will not transfer any rights to the Recordings to third parties during the term of this agreement.
• The recordings are free of liens, encumbrances, or third-party claims.

5. TERMINATION AND DEFAULT

5.1. 1M Music Discretion: We may terminate this service and declare the User in default, demanding the immediate and liquid reimbursement of 100% of the unamortized Recoupable Sums, if we determine, at our sole discretion, that the User:

• Has engaged in streaming fraud, stream farming, or any automated and unusual activity on any of the tracks in their account or distributed catalog (even those that did not receive the advance).
• Has infringed intellectual property, trademark, or copyrights of third parties.
• Has uploaded or distributed music 100% generated by Artificial Intelligence (AI) in violation of the general Terms of Use.
• Has attempted to bypass the collection system, unilaterally withdraw the exclusive distribution catalog, or modify royalty shares without prior written consent.

5.2. Reimbursement Liability and Cross-Collateralization: In the event of default, the advance granted will immediately become a liquid and payable debt for the User. In order to recover the debt, 1M Music Group, LLC shall have the unconditional right to withhold and freeze all royalty revenues from any other catalog, phonogram, or artist linked to the User's account, offset the debt by cross-collateralizing balances between accounts associated with the same profile or tax identification, and retain distribution exclusivity of their catalog as collateral until the debt is paid in full.

6. LIMITATION OF LIABILITY AND INDEMNIFICATION

You agree to indemnify and hold harmless 1M Music Group, LLC, its partners, and affiliates from any claim, loss, or expense arising from a breach of your warranties. The Advance Service is provided "as is" and "as available", without warranties of specific future revenues.

7. APPLICABLE LAW AND JURISDICTION

This agreement shall be governed by and construed in accordance with the laws of the State of Arizona, United States. Any dispute related to these terms shall be submitted exclusively to the jurisdiction of the competent courts in Maricopa County, Arizona.