1. Registration / Creator Account Creation.  In order to receive the Creator Payments discussed in Section 4 below, you will first need to register and create a Creator Account, and provide the applicable identification, payment, and contact information required in connection therewith, including, without limitation, information regarding your Designated Representative(s). By creating a Creator Account with the Platform, you hereby authorize and grant JKBX permission to contact you and/or your Designated Representative(s) regarding your Creator Account, the Creator Payments, and/or related communications hereunder. In addition to the foregoing, as set forth in further detail in Section 4(b) below, you and/or your Designated Representative(s) on your behalf will be required to link your Creator Account to an applicable Payment Account in order to receive the Creator Payments.

2. Creator Content.  
(a) Creator Content. You shall have the right, but not the obligation, to provide and/or upload Creator Content for use on and in connection with your Creator Account, your Creator Landing Page, and/or the Platform.  The specific Creator Content you provide hereunder (if any) is in your discretion; provided that you hereby acknowledge and agree that any proposed Creator Content provided by you hereunder shall comply with any content submission guidelines, restrictions and parameters designated by JKBX in JKBX’s sole discretion. Without limiting the generality of the foregoing, JKBX has the right, in its sole discretion, to accept or reject any Creator Content provided by you hereunder.

(b) Third-Party Clearances. In the event that any Creator Content provided by you hereunder contains any Third-Party Materials, as between you and JKBX and its designees, you shall be solely responsible for obtaining, at your sole cost and expense, any and all necessary Third-Party Clearances, and you shall be solely responsible for paying any and all associated royalties and/or other amounts that may be owed to any third parties in connection therewith. For the avoidance of doubt, we shall have no obligation to approve or accept any Creator Content containing Third-Party Materials, and our acceptance or use of same shall not relieve you of any obligations hereunder nor deprive us of any rights hereunder.

3. Grant of Rights.
(a) Your Rights. Subject to Section 3(c) below, you retain all ownership, right, title and interest in and to any Creator Content provided by you or by your Designated Representatives on your behalf.

(b) JKBX’s Rights. As between JKBX and you, except with respect to any Creator Content embodied therein or thereon, JKBX owns and retains all ownership, right, title and interest in and to our Products and all copyrights, trademarks, patents, and other intellectual property rights embodied therein or thereon and/or related thereto.

(c) License to Creator Content. By providing and/or uploading any Creator Content to be used on or in connection with your Creator Account, your Creator Landing Page, and/or the Platform, you hereby expressly and affirmatively grant to JKBX and its affiliates, designees, licenses, and assigns a non-exclusive, assignable, transferable, sublicensable, royalty-free and perpetual right and license throughout the universe to  make copies of, transmit, publicly display, publicly perform, distribute, and otherwise use such Creator Content on and/or in connection with your Creator Account, your Creator Landing Page, and/or the Platform, and/or in and in connection with the marketing, advertising, promotion, exploitation, and publicity of your Creator Account, your Creator Landing Page, the Platform and/or our Products in and and all media now known or hereinafter devised.

(d) Creator NIL Materials. Further, without limiting the generality of Section 3(c), by creating a Creator Account hereunder, you expressly and affirmatively grant to JKBX and its affiliates, designees, licensees and assigns the perpetual right and license (but not the obligation) throughout the universe to use and permit others to use your Creator NIL Materials on and/or in connection with your Creator Account, your Creator Landing Page, the Platform and/or our Products, and in and in connection with the marketing, promotion, exploitation, and advertising therefor, in our sole discretion, in any and all media now known or hereinafter devised. For the avoidance of doubt, any other usage of your Creator NIL Materials outside of the foregoing (e.g., in connection with special promotions, etc.) shall be subject to your prior approval. To the extent you elect not to provide your own Creator NIL Materials and/or any Creator Content embodying Creator NIL Materials, you hereby acknowledge and agree that we may use available stock images of you for the purposes described in this Section 3(d).

4. Creator Payments.  
(a) Creator Payments. We shall set aside and reserve the Creator Fund and as complete and adequate consideration for all rights granted in connection with the Creator Content and the Creator NIL Materials hereunder (if applicable), you shall be entitled to Creator Payments.

(b) Payment Terms / Payment Account. You hereby acknowledge and agree that any and all payment and accounting terms related to the Creator Payments shall be determined by JKBX in its sole discretion, and all of our decisions and determinations in respect of same shall be conclusive, final and binding, and shall not be subject to any objection by you or any other creator affiliated with the Platform for any reason. You must create a Creator Account and provide a Payment Account in order to claim and receive your Creator Payments hereunder. You hereby represent and warrant that the Payment Account information provided by you pursuant to these Terms is your true and correct, and that any errors in your Payment Account information as provided hereunder are solely your responsibility. You hereby waive the right to and covenant not to sue JKBX and its designees, licensees and assigns relating to any error in the Payment Account information provided by you which results in your not receiving any Creator Payments contemplated under these Terms.  

5. Representations & Warranties / Indemnity / Release.  
(a) Representations & Warranties. You warrant and represent to us that: (i) you are the age of majority in your place of residence (which is typically eighteen [18] in most U.S. states), and you have the right, power and legal capacity to enter into and fully perform and comply with these Terms; (ii) the use of any Creator Content and/or Creator NIL Materials provided by you or on your behalf hereunder will not violate or infringe on the intellectual property or other rights of any third party (including, without limitation, copyright, trademark, or right of publicity), and, you have obtained and have paid or will pay for all necessary Third-Party Clearances in connection with any such Third-Party Materials included in the Creator Content; (iii) you have not done or permitted and will not do or permit any act or thing which shall or may impair in any manner the rights herein granted; (iv) there is no litigation, dispute, claim or action in connection with the Creator Content and/or Creator NIL Materials; (v) JKBX and its designees or licensees will not be required to make any payments in connection with the Creator Content and/or Creator NIL Materials, except as provided in Section 4 above; (vi) you will comply with the securities related restrictions set forth in Section 7 of these Terms; and (vii) you will not engage in any Anti-Prestige Activity.

(b) Representations & Warranties – Designated Representative. If Creator’s Designated Representative reviews these Terms and claims the Creator’s profile and/or creates the Creator Account hereunder, the Designated Representative represents and warrants that they have the right, power, and legal capacity and authority to enter into and agree to these Terms on behalf of the Creator.

(c) Indemnity. You shall defend, indemnify, and hold JKBX and its designees, licensees and assigns harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any breach or alleged breach of your representations and warranties hereunder.

(d) Release. You hereby agree not to sue and irrevocably and unconditionally release, waive and forever discharge the Releasees, from any and all Released Matters. You agree that this release and covenant not to sue shall be effective as a full and final accord and satisfaction and general release of and from all Released Matters. In connection with this waiver, you acknowledge that you may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those which you now know or believe to be true, with respect to the subject matter of this release. Nevertheless, you intend by this release to fully, finally and forever release the Releasees from all Released Matters. In furtherance of such intention, the releases set forth in these Terms shall be and shall remain in effect as full and complete releases notwithstanding the discovery or existence of any such additional or different claims or facts relevant hereto. To the maximum extent permitted by law, you hereby specifically waive any and all rights you may have under Section 1542 of the Civil Code of California, and every like provision in any other jurisdiction, which provides as follows:
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A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

6. Limitation of Liability / Warranty Disclaimers.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL THE RELEASEES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE PLATFORM, EVEN IF ANY OR ALL OF THE RELEASEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  BY PARTICIPATING IN THE PLATFORM, YOU WAIVE ANY AND ALL RIGHTS TO BRING ANY CLAIM OR ACTION RELATED TO THE PLATFORM OR THE ACTIVITIES RELATED THERETO IN ANY FORUM MORE THAN ONE (1) YEAR AFTER THE FIRST OCCURRENCE OF THE ACT, EVENT, CONDITION OR OMISSION UPON WHICH THE CLAIM OR ACTION IS BASED.

JKBX WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED PAYMENT ACCOUNT INFORMATION; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED PAYMENT ACCOUNT FILES; (D) UNAUTHORIZED ACCESS TO ANY PRODUCTS  HEREUNDER; OR (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, HACKING, PHISHING, BRUTE-FORCING, OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM OR ANY DIGITAL INFRASTRUCTURE, COMPUTER NETWORK, CLOUD SERVER, OR OTHER TECHNOLOGY UNDERLYING OR SUPPORTING THE PRODUCTS OR THE PLATFORM.

7. Securities Regulations.
(a) Securities Registration Requirements. Certain digital assets, including fractionalized music royalty securities such as one of the Products offered by JKBX, may be viewed as securities by the SEC and subject to registration with the SEC and under certain state laws.  JKBX is responsible for registering such Products to the extent required by applicable law; however, Creator is subject to certain laws and regulations as a related party to us, as the issuer of the Products, and Creator shall comply with certain restrictions relating to the Products and any music royalties of Creator held by us, as described below in this Section 7.
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(b) Insider Trading Prohibition. Creator shall not engage in any trading in the Products based on MNPI available to Creator, such as a new promotional campaign of Creator, contract for a song to be featured in a major film or network television show, or other event or occurrence which may cause the value of Creator’s song(s) held by us and represented in a Product to increase or decrease in value.  Creator shall not provide any MNPI to any third parties, including, without limitation, family, friends, business or social acquaintances, employees, agents, managers, or independent contractors.  Any such trading of the Products or tipping of MNPI may be viewed by the SEC as insider trading and subject to civil or criminal penalties. Creator acknowledges and agrees to the foregoing and to ensuring compliance therewith by such third parties.  Creator and such third parties may engage in trades of the Products and discuss MNPI only after the material information has been made public.

(c) Restrictions on Selling Efforts. Notwithstanding Creator’s provision of Creator Content and Creator NIL Materials, Creator shall not engage in any offering, selling, delivering, distributing, or solicitation of the Products, or attempt to influence in any way the purchase or sale of the Products.
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8. Assumption of Risk. Creator accepts and acknowledges all risks associated with the following:
(a) Creator is solely responsible for determining what, if any, taxes apply to the Creator Payments received by Creator in connection with the purchase, sale, or transfer of JKBX’s Products hereunder. JKBX is not responsible for determining or paying the taxes that apply to such transactions.
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(b) There are risks associated with using an internet-based digital asset such as the Product, including, but not limited to, the risk of hardware, software and internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Payment Account. JKBX will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Platform or related in any way to the Products, however caused. JKBX does not store your password, passkey, private key or other credentials needed to access the Creator Payments paid to your Payment Account, and will not be able to recover such items if you should lose them. You should keep a copy of your password, private key or passkey in a secure location.
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(c) Transactions involving the Products may rely on Third-Party Platforms to perform transactions. Access to and interactions of the Products hereunder may suffer if: (i) JKBX is unable to maintain a good relationship with such Third-Party Platform providers; (ii) the terms and conditions or pricing of such Third-Party Platform providers change; (iii) JKBX violates or cannot comply with the terms and conditions of such Third-Party Platforms; and/or (iv) any of such Third-Party Platform loses market share, falls out of favor, or is unavailable for a prolonged period of time.

9. No Obligation to Use. Nothing contained herein shall be deemed to obligate JKBX to use or otherwise exploit the Creator Content and/or our Products via any medium or manner. You hereby release JKBX from any liability for any loss or damage you may suffer by reason of our failure to release, distribute, advertise, use or otherwise exploit the Creator Content and/or our Products hereunder, or failure to use the Creator NIL Materials in connection therewith.

10. Confidentiality. The parties shall keep these Terms confidential and shall not reveal the same to any third parties, except their respective representatives or as may be required by law or in connection with any litigation or filing with a governmental authority.

11. Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, without regard to its conflict of law provisions. JKBX may, in its sole discretion, require Creator’s claim for arbitration, and any other arbitration claims from other Artists, users of the Platform, or holders of the Product, to be combined and arbitrated in a single arbitration proceeding. Except as otherwise expressly set forth in JKBX’s Dispute Resolution Policy, the exclusive jurisdiction for all Disputes (as defined in the Dispute Resolution Policy) that you and JKBX are not required to arbitrate will be the state and federal courts located in New York, New York and you and JKBX each waive any objection to jurisdiction and venue in such courts.
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12. General Terms. These Terms contain the entire understanding of the Parties. No change of these Terms will be binding upon either Party unless made by an instrument signed by an authorized signatory of such Party. A waiver by either Party hereto of any term or condition of these Terms in any instance shall not be deemed or construed as a waiver of such term or condition or of any subsequent breach thereof. You shall not have the right to assign any of your rights or obligations hereunder, and such assignment shall be void ab initio. JKBX may assign its rights under these Terms in whole or in part. Nothing contained in these Terms will be deemed to create, or be construed as creating, a joint venture or partnership between the Parties. With the exception of any of the provisions in Section 6 of the Dispute Resolution Policy, if an arbitrator or court of competent jurisdiction decides that any provision of these Terms is invalid or unenforceable, the other provisions of these Terms will still apply. Any notices or other communications provided by JKBX under these Terms will be given by contacting the Creator at the contact information provided on the Platform or directly to JKBX. You may give notice to JKBX by contacting JKBX at the contact information provided on the Platform. Notice is effective upon receipt. You shall not make any Statement without the prior written consent of JKBX. JKBX will seek your prior written consent if we desire to make a Statement, provided that if you do not provide approval or rejection within five (5) business days following the date JKBX requests approval, the Statement shall be deemed approved by you. The Parties have agreed to contract electronically, and accordingly, electronic signatures will be given the same effect and weight as originals.

13. Definitions. The following defined terms shall have the meanings ascribed to them in this Section 13 for all purposes of this Agreement:

“Anti-Prestige Activity” means illegal or discriminatory conduct that exposes Creator, JKBX, the Platform or the Products to ridicule, contempt, or scandal or brings Creator, JKBX, the Platform or the Products into public disrepute.

“Creator Account” means a creator account and profile on the Platform.

“Creator Content” means your Creator NIL Materials and/or additional content and information provided by you or your Designated Representative to the Platform, including any and all information, content and materials related to you, your music, and/or your brand (e.g., album artwork, an “About the Artist” bio, etc., but specifically excluding any musical sound recording, musical composition, or other music-related assets).

“Creator Landing Page” means a webpage on the Platform that summarizes your career and your songs and/or sound recordings.

“Creator NIL Materials” means your name, nickname, voice, signature, likeness, and other so-called publicity rights and identifying attributes (including, without limitation, any photographs, film footage, or other images or symbols that embody or reflect the same ) and/or biographical information material(s) about you.

“Creator Payments” means a share of royalties (as determined by us in our sole discretion) payable out of the Creator Fund.

“Creator Fund” means a percentage of revenue from the Platform, in an amount we determine in our sole discretion, for distribution and payment to the various artists and songwriters who are registered and have a Creator Account with the Platform at the time of payment.

“Designated Representative” means your applicable manager(s) and/or other authorized representative(s).

“MNPI” means material nonpublic information.

“Payment Account” means financial account information to link an appropriate financial instrument (e.g., bank account, wire instructions, or crypto-wallet).

“Platform” means the JKBX platform, website (i.e., www.jkbx.com), and any related mobile application(s).

“Products” means the Platform, JKBX’s related products and services, including, without limitation, any fractionalized music royalty securities issued by JKBX.

“Released Matters” any and all manner of liabilities, claims and demands of any kind or nature, whatsoever, in law or equity, whether known or unknown, which you (or your assigns, agents and/or representatives) ever had, now have, or in the future may have against the Releasees that in any way are caused by, arise out of or result from these Terms, your engagement with the Platform, the Creator Payments, and use of your Creator NIL Materials and/or any Creator Content in connection with the Platform, the Products and the marketing, exploitation, and advertising thereof, on any legal theory whatsoever (including, but not limited to, any theory related to intellectual property rights including copyrights, trademarks, trade name, trade dress, or trade secrets, personal injury, rights of privacy and publicity, defamation or false light), regardless of whether caused by the negligence or willful misconduct of the Releasees.

“Releasees” means JKBX, its past, present and future parents, subsidiaries (whether or not wholly-owned), affiliates, designees, divisions, agents, representatives, directors, officers, employees, successors and assigns, jointly and individually.

“SEC” means the United States Securities and Exchange Commission.

“Statement” means a public announcement or release a press release with respect to these Terms.

“Third-Party Clearances” means any and all necessary rights, licenses, approvals, consents, clearances, payments, releases and permissions that may be required in connection with the creation, use and exploitation of the Creator Content as contemplated by these Terms.

“Third-Party Materials” means any third-party intellectual property or proprietary materials, content or contributions, including, without limitation, any imagery, photographs, artwork, designs, videos, human likeness or other content that is not owned or controlled by you.

“Third-Party Platform” means on third party marketplaces, exchanges, platforms, or applications.