Partner Terms.

You accept these Terms when you create a Partner Account, tick the acceptance box in the Partner Portal, deliver content to BTR, or sign an Order Form that refers to these Terms. If you accept on behalf of an entity, you confirm that you are authorised to bind it.

Background

A. BTR owns and operates the BTR Music mobile application, a consumer-facing digital music service through which authorised sound recordings and associated materials are communicated to the public by way of interactive streaming and related functionality.

B. Partner is a distributor, aggregator, record label or other person that owns, controls or is otherwise authorised to license sound recordings and associated materials on behalf of recording artists and rights holders.

C. Partner wishes to deliver, and BTR is willing to receive and make available within the App, certain sound recordings and associated materials in respect of recording artists who hold Artist Accounts and who have been connected to Partner in accordance with the procedure set out in clause 4, on and subject to the terms and conditions of this agreement.

D. BTR's willingness to receive and exploit such materials is predicated upon, and given solely in reliance on, the representations, warranties, undertakings, indemnities and releases given by Partner in this agreement, which Partner acknowledges are fundamental to the bargain and constitute the entire basis upon which BTR is prepared to contract.

E. The parties have agreed to record the terms of their relationship in this agreement, which is intended to constitute a standard-form, non-exclusive, revocable, royalty-bearing content licence and services agreement between commercial parties dealing at arm's length.

1. Definitions

Approved Artist means an artist who holds an Artist Account and whose connection to Partner has been approved by BTR under clause 4.

Artificial Streams means plays, saves, follows or other engagement generated or inflated by bots, scripts, stream farms, paid-for-play services, account sharing rings, compromised accounts, coordinated manipulation, or any means other than genuine listener activity.

Artist Account means an account held by an artist on BeatsToRapOn under the Platform Terms.

Artist Agreement means a written, signed agreement between Partner and an Approved Artist (or the person who owns or controls that artist's recordings) that, for the Territory and the Term, grants Partner the right to license the artist's recordings to digital music services, including BTR, and authorises Partner to collect and account for the resulting revenue.

BTR Artist ID means the unique identifier BTR assigns to an Artist Account (the btr_user_id).

App or Service means the BTR Music mobile application for iOS and Android operated by BTR, including its in-app discovery, playlist, chart, profile, scene, sharing and notification features, its app-store listings, and share links and link previews that open the App. Partner Content is made available only in the App. It is not made available on beatstorapon.com, on any web player, in the BeatsToRapOn marketplace, creator tools or AI tools, or through BTR's developer API or MCP server, and nothing in these Terms licenses those uses.

Deal Terms means the rights, territory, start and end dates, use types, pricing tier, explicit flag, AI disclosure and takedown instructions supplied in a Delivery.

Delivery means any submission of Partner Content and associated metadata to BTR by DDEX ERN, the Partner API, the Partner Portal, or another method BTR approves in writing.

Eligible Stream has the meaning given in Schedule 1.

Order Form means a document signed by both parties that records Partner-specific commercial terms and refers to these Terms.

Partner API means BTR's application programming interface for partners, including its documentation, sandbox and credentials.

Partner Content means sound recordings, artwork, images, video, lyrics, metadata, credits, identifiers and other materials delivered by Partner or on Partner's behalf.

Partner Portal means partners.btrmusic.com, the Partner API, SFTP endpoints and any other BTR partner tooling.

Partner Users means the individuals Partner authorises to use the Partner Portal on its behalf.

Platform Terms means the BeatsToRapOn and BTR Music Terms of Service at https://beatstorapon.com/terms.

Reporting Period means the period set out in Schedule 1.

Territory means worldwide, as narrowed by the Deal Terms for each item of Partner Content.

Usage Report means a report of listener usage of Partner Content in DDEX DSR format under clause 12.

Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in Sydney, New South Wales, Australia.

Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit, demand, judgment, order or right of set-off, of any nature and howsoever arising, whether present or future, fixed or unascertained, actual or contingent, and whether at law, in equity, under statute or otherwise.

Collective Management Organisation means a society, agency or body that administers, licenses or collects remuneration in respect of copyright or related rights on behalf of a class of rights holders on a collective basis, including any performing-right, mechanical-right or neighbouring-right society in any territory.

Insolvency Event means, in respect of a party, that the party: is or states that it is insolvent or unable to pay its debts as and when they fall due; has a controller, receiver, receiver and manager, administrator, liquidator, provisional liquidator, trustee in bankruptcy or similar officer appointed to it or to any of its assets; is subject to any arrangement, assignment, composition, moratorium or compromise with, or assignment for the benefit of, its creditors; is the subject of an application or order for its winding up, dissolution or deregistration; ceases or threatens to cease to carry on business; or is the subject of any event analogous to any of the foregoing under the law of any jurisdiction.

Loss means any loss, damage, cost, charge, expense, liability, fine, penalty, outgoing, diminution in value or deficiency of any kind, including reasonable legal costs and disbursements on a full-indemnity basis, and including any of the foregoing arising from or relating to a Claim.

Related Body Corporate has the meaning given in section 50 of the Corporations Act 2001 (Cth).

Released Parties has the meaning given in clause 8.6.

Rights Holder means any person who owns, controls, administers or is otherwise entitled to exercise or authorise the exercise of any right, title or interest (including copyright, neighbouring rights, moral rights, performers' rights, rights of publicity or personality, trade mark rights and contractual rights) in or in relation to any Partner Content or any part thereof, including any author, composer, lyricist, arranger, publisher, sub-publisher, performer, producer, mixer, engineer, photographer, designer, label, estate, agent or Collective Management Organisation.

1A. Interpretation

1A.1 In this agreement, unless the context otherwise requires:
(a) headings and the plain-language summary are for convenience only and do not affect interpretation, save that the plain-language summary may be referred to in resolving any ambiguity in favour of the construction which most closely accords with it;
(b) the singular includes the plural and vice versa, and a gender includes all genders;
(c) a reference to a person includes a body corporate, unincorporated body, partnership, joint venture, trust, association, government or statutory authority, and that person's successors, permitted assigns, substitutes, executors and administrators;
(d) a reference to a clause, paragraph, Schedule or Order Form is a reference to a clause or paragraph of, or Schedule or Order Form to, this agreement, and the Schedules and any Order Form form part of this agreement;
(e) a reference to any legislation, statute, regulation, code, standard (including any DDEX standard) or document includes any modification, re-enactment, replacement, successor, consolidation or subordinate instrument of or to it from time to time;
(f) the words "include", "including", "such as", "for example" and similar expressions are to be construed without limitation and as if followed by the words "without limitation";
(g) a reference to "writing" or "written" includes any mode of representing or reproducing words in a legible and non-transitory form, including by electronic means through the Partner Portal, the Partner API or email, but excludes short-message services, instant messaging and social media;
(h) a reference to "$", "AUD" or "dollars" is to Australian currency and a reference to "USD" is to the currency of the United States of America, unless otherwise stated;
(i) a reference to a "day" is to a calendar day, a reference to a "month" is to a calendar month, and where the day on or by which something must be done is not a Business Day, that thing must be done on or by the next Business Day;
(j) a reference to time is to time in Sydney, New South Wales, Australia;
(k) a reference to a party includes that party's Related Bodies Corporate, officers, employees, agents, contractors and sub-contractors where the context so admits, and a party is responsible for the acts and omissions of each of them as if they were its own;
(l) no rule of construction applies to the disadvantage of a party on the basis that that party put forward, drafted or was responsible for the preparation of this agreement or any part of it, the parties acknowledging that each has had the opportunity to obtain independent legal advice;
(m) where a word or expression is defined, other grammatical forms of that word or expression have a corresponding meaning;
(n) an obligation of two or more persons binds them jointly and each of them severally, and a right conferred on two or more persons benefits them jointly and each of them severally;
(o) a provision of this agreement that is expressed to survive termination, or which by its nature is intended to so survive, continues in full force and effect notwithstanding termination or expiry of this agreement for any reason; and
(p) if there is any inconsistency between the body of this agreement and a Schedule, or between this agreement and any document incorporated by reference, the order of precedence in clause 25.2 applies.

1A.2 A reference to "exploit" or "exploitation" in relation to Partner Content means to reproduce, store, cache, encode, transcode, adapt for technical purposes, communicate to the public, make available online, transmit, stream, publicly perform, display, promote and otherwise use in each case in the manner and to the extent expressly permitted by, and subject to the limitations of, clauses 6 and 7, and does not extend to any form of exploitation not so permitted.

1A.3 References in this agreement to "royalties" or "remuneration" describe amounts payable by BTR to Partner as consideration for the licence granted in clause 6 and do not constitute an admission or acknowledgement that any particular use of Partner Content by BTR attracts, or would in the absence of this agreement attract, any obligation to pay equitable remuneration, statutory royalties or other amounts to any person.

2. What BTR is, and what this agreement is not

2.1 BTR Music is a consumer music service. Under these Terms BTR is a digital service provider that receives authorised catalogue from Partner and makes it available to listeners inside the Service.

2.2 This agreement is non-exclusive. Partner may deliver the same content to other services. BTR may take content from other sources.

2.3 BTR is not Partner's distributor, aggregator or agent. BTR does not deliver Partner Content to third-party services and does not act as Partner's agent for any purpose. Partner Content is exposed only inside the App and in the promotional uses permitted by clause 6.

2.7 BTR makes Partner Content available in reliance on Partner's warranties of authority in clauses 4 and 8. Partner acknowledges that BTR does not, and cannot, verify Partner's chain of title independently, and that BTR would not accept any Delivery without those warranties and the indemnity in clause 21.

2.4 BTR deals directly with Partner. Partner is solely responsible for accounting to, and for its relationships with, the artists, labels and rights holders it represents.

2.5 No minimum guarantee, advance, exclusivity, playlist placement, chart position, promotional spend or revenue level is promised unless expressly stated in an Order Form.

2.6 This is a service agreement between businesses. It does not transfer ownership of any copyright, master right, publishing right, trade mark or other intellectual property to BTR.

3. Partner Accounts, users and security

3.1 Eligibility. Partner must be a company, partnership or other legal entity that owns or controls sound recordings, or is authorised in writing to deliver them on behalf of the rights holders. Partner Users must be at least 18 years old.

3.2 Onboarding. BTR may require documents that verify Partner's identity, registration, authority over catalogue, tax status, sanctions status and payment details before activating a Partner Account or making payments.

3.3 Partner Users. Partner is responsible for everything done through its Partner Account and by its Partner Users. Partner must keep its list of Partner Users current, remove users promptly when their authority ends, and give each user their own login rather than sharing credentials.

3.4 Credentials. API keys, SFTP keys, passwords and tokens are confidential. Partner must store them securely, rotate them when a Partner User leaves or when compromise is suspected, and never embed them in client-side code or public repositories.

3.5 Security incidents. Each party will notify the other without undue delay, and in any case within 72 hours, after becoming aware of unauthorised access to the Partner Account, Partner credentials, Partner Content held by BTR, or the Partner Portal, where the incident affects the other party.

3.6 Acceptable use. Partner must not probe, scan or test the vulnerability of the Partner Portal, circumvent rate limits or access controls, scrape the Service, access data belonging to another partner, or use the Partner API for anything other than delivering and managing Partner Content and retrieving Partner's own reports.

4. Artist connections and Approved Artists

4.1 The rule. BTR will only accept Partner Content for artists who are Approved Artists. Deliveries that identify an artist who is not an Approved Artist of Partner are rejected.

4.2 How a connection is made.
(a) The artist creates an Artist Account on BeatsToRapOn under the Platform Terms.
(b) Partner creates a Partner Account.
(c) Partner requests a connection to the artist through the Partner Portal, identifying the Artist Account.
(d) With the request, Partner must state the term and territory of its Artist Agreement with that artist and confirm that the agreement covers the uses in clause 6. BTR may require a copy of the Artist Agreement or a signed artist authorisation before approving, and may contact the artist for confirmation.
(e) BTR notifies the artist through their Artist Account that Partner has requested a connection. The artist's confirmation is not required. Partner's warranty of authority in clause 4.3, and the waiver in clause 8.6, are the basis on which BTR proceeds.
(f) If approved, BTR records the BTR Artist ID against Partner's account. From that point the artist is an Approved Artist of Partner.

4.3 Authority. By requesting a connection, Partner warrants that it holds, and will maintain for as long as the connection is active, an Artist Agreement with that artist that is in force for the Territory, permits delivery to and streaming by BTR, permits every use in clause 6 (including previews, excerpts and promotional use), and authorises Partner to collect and account for revenue from BTR.

4.4 BTR's discretion. BTR may decline or delay a connection request without giving reasons, and may suspend or revoke a connection where authority is disputed, where the artist asks BTR to remove the connection, where Partner fails to produce an Artist Agreement under clause 4.9, or where Partner is in breach of these Terms. BTR will notify Partner of any suspension or revocation.

4.9 Chain of title. Partner must keep each Artist Agreement, and evidence of every other clearance required by clause 8, for the term of the connection and seven years afterwards, and must produce a copy to BTR within five business days of a written request. If Partner does not, or the document produced does not support the authority warranted in clause 4.3, BTR may immediately suspend the connection, disable the affected Partner Content and hold royalties for it under clause 4.11.

4.10 Loss of authority. If an Artist Agreement expires, is terminated, is narrowed, or is challenged by the artist or any third party, Partner must (a) notify BTR in writing within two business days, and (b) deliver a takedown for the affected Partner Content within the same period. Partner remains liable under clause 21 for all streams of that content until BTR processes the takedown, and BTR may deliver the takedown itself if Partner does not.

4.11 Disputed authority. If an artist, another partner or any third party asserts a claim to Partner Content that BTR considers credible, BTR may disable the affected content and hold all royalties for it in suspense. BTR will release held amounts only on the joint written instruction of the claimants, a final court order, or BTR's reasonable determination once the claimants have had a fair opportunity to substantiate their positions. BTR may pay held amounts into court or to an escrow agent at the claimants' cost. BTR has no liability to Partner for holding amounts under this clause.

4.5 Using the BTR Artist ID. Partner must use the BTR Artist ID as the artist identifier in every Delivery: as the btr_user_id in Partner API submissions, and as the artist PartyId (in the form specified in Schedule 2) in DDEX ERN messages.

4.6 Disconnection. Partner or the artist may request disconnection through the Partner Portal or by written notice to BTR. On disconnection: (a) BTR stops accepting new Deliveries for that artist from Partner; (b) Partner Content for that artist already live on the Service is removed within [●30] days, or sooner if Partner or the artist delivers a takedown, unless Partner and the artist both confirm in writing that the content should remain; and (c) BTR reports and pays usage up to the removal date.

4.7 The artist's own account. An Approved Artist keeps their own Artist Account and remains bound by the Platform Terms. Content the artist uploads directly is not Partner Content, and these Terms give Partner no claim over the artist's direct uploads, the artist's beatstorapon.com presence, or the artist's direct dealings with BTR. Where the same recording (by ISRC) is both uploaded by the artist and delivered by Partner, Partner's Delivery and Deal Terms are the record of authority for that ISRC in the App, and BTR may merge, hide or replace the duplicate in the App.

4.8 Fan-support features. Tips, Superfan subscriptions, Shoutouts and similar fan-support features are arrangements between BTR and the artist under the Platform Terms. Revenue from those features is not Partner revenue and is not reported or paid under these Terms unless an Order Form says otherwise.

5. Delivery: DDEX, API and metadata standards

5.1 Partner delivers by DDEX ERN over SFTP (batch), by the Partner API, or by another method BTR approves in writing. Technical requirements are in Schedule 2.

5.2 Before production delivery, Partner must complete BTR's sandbox certification in Schedule 2. BTR may refuse production access until certification passes.

5.3 Every Delivery must include: accurate and complete metadata; an ISRC for each recording and a UPC/EAN for each release; the BTR Artist ID as the artist identifier; artist, featured artist, producer and songwriter credits as known to Partner; explicit-content flags; territory and date Deal Terms; artwork; and the AI-use disclosure required by clause 9.4.

5.4 Partner warrants that identifiers it supplies are correctly assigned, that it will not reuse an ISRC for a different recording, and that Deal Terms are current. Partner must deliver updates when any of these change.

5.5 BTR is entitled to rely on the most recent valid Delivery for each ISRC and release. BTR is not liable for acting on Deal Terms, takedowns or metadata that Partner delivered in error.

5.6 BTR may reject a Delivery that fails validation, and will return machine-readable acknowledgements and error codes through the delivery channel and the Partner Portal.

6. Licence you grant to BTR

6.1 Subject to and conditional upon Partner's continuing compliance with this agreement, Partner hereby grants to BTR, and BTR accepts, a non-exclusive, non-transferable (save as provided in clause 25.3), royalty-bearing licence, in the Territory and for the Term, in all formats, bit-rates, codecs, container formats, delivery protocols, device classes, operating-system versions and network technologies now known or hereafter devised to the extent used in or in connection with the App, to do or authorise the doing of the following acts in respect of Partner Content:
(a) receive, store, back up, encode, transcode, normalise loudness, fingerprint and cache Partner Content;
(b) stream Partner Content to listeners on demand through the App, including offline caching inside the App in encrypted form where Partner's Deal Terms permit;
(c) display artwork, artist names, titles, credits, lyrics (where delivered) and other metadata;
(d) create and use excerpts of up to 30 seconds of a recording as previews, and generate waveforms, share cards and similar technical assets;
(e) include Partner Content in search, recommendations, radio-style playback, playlists, charts, artist profiles, scenes and other discovery features of the Service;
(f) process Partner Content through moderation, content-integrity scanning, fraud detection, classification, deduplication, rights-matching and analytics systems used to operate the Service;
(g) promote the availability of Partner Content and Approved Artists on the Service, in BTR's own channels (including social media, newsletters, app-store listings and press materials), using artist names, titles, artwork and previews of up to 30 seconds; and
(h) sublicense the above to service providers (hosting, content delivery, app stores, payment, moderation, analytics) solely to the extent needed to operate the Service.

6.2 Partner may exclude any item of Partner Content from promotional use under clause 6.1(g), or from any listed feature, by Deal Terms or by written notice, and BTR will give effect to the exclusion within the takedown timeframe in Schedule 3.

6.3 Where BTR adds a new feature that uses Partner Content in a way not covered by clause 6.1 (for example, downloads, user-generated video, or sync), that use requires Partner's prior written opt-in and separate commercial terms.

7. What BTR will not do with Partner Content

7.1 BTR will not use Partner Content, or any stems, features or embeddings derived from it, to train, fine-tune or evaluate generative artificial-intelligence models that produce audio, music, vocals or lyrics. BTR may use technical features derived from Partner Content only for recommendations, search, fingerprinting, deduplication, moderation, fraud detection and analytics within the Service.

7.2 BTR will not make Partner Content available to BTR's creator AI tools (including stem splitting, vocal removal, remixing, mastering or generation tools) for use by anyone other than Partner or the relevant Approved Artist.

7.3 BTR will not sell, sub-license, distribute or deliver Partner Content to any third party or third-party service, other than service providers under clause 6.1(h).

7.4 BTR will not create remixes, edits, stems or other derivative versions of Partner Content other than the technical processing, previews and assets described in clause 6.1.

7.5 BTR will not offer downloads, purchases, sync licensing or any use outside the Service in respect of Partner Content without Partner's written opt-in under clause 6.3.

7.6 BTR will not disclose Partner's Usage Reports, Deal Terms or commercial terms to other partners.

8. Your warranties and rights clearances

8.1 Partner represents, warrants and undertakes to BTR, as at the date of acceptance of this agreement, as at the date of each Delivery, and continuously throughout the Term (each such representation, warranty and undertaking being deemed repeated on each day of the Term by reference to the facts and circumstances then subsisting), that:
(a) Partner is a corporation, partnership or other legal entity duly incorporated, organised, registered and validly existing under the laws of its jurisdiction of incorporation or establishment, has full corporate power and authority to enter into and perform this agreement, has taken all corporate, partnership or other action necessary to authorise the execution and performance of this agreement, and the individual accepting this agreement on Partner's behalf is duly authorised to do so;
(b) this agreement constitutes legal, valid and binding obligations of Partner enforceable in accordance with its terms, and the execution and performance of this agreement does not and will not contravene any law, regulation, order, constitutional document, agreement, licence or undertaking binding on Partner or any of its assets;
(c) Partner is the sole and exclusive owner of, or is the exclusive or non-exclusive licensee of and has been validly authorised in writing by the owner of, all right, title and interest (including copyright and all neighbouring and related rights) in and to each sound recording, item of artwork and other component of Partner Content, in each case throughout the Territory and for the whole of the Term, and such ownership or authorisation is sufficient in scope, duration and territory to permit Partner to grant, and Partner is entitled to grant, the licence set out in clause 6 free of any claim, encumbrance, restriction or condition;
(d) Partner holds a current, valid and enforceable Artist Agreement meeting the requirements of clause 4.3 in respect of each Approved Artist; each such Artist Agreement was validly entered into by a person having full legal capacity and authority to grant the rights purported to be granted thereby, was not procured by misrepresentation, duress, undue influence or unconscionable conduct, and remains in full force and effect; and Partner will not deliver, and will not permit to be delivered, any recording of an Approved Artist that falls outside the scope, term, territory or use types of that Artist Agreement;
(e) Partner has obtained, and will maintain in force throughout the Term, all licences, consents, permissions, clearances, waivers, releases and authorisations of every kind (including from featured and non-featured artists, producers, session musicians, engineers, mixers, remixers, photographers, illustrators, designers, models and any other person whose work, performance, name, image, likeness or voice is embodied in or associated with Partner Content) as are necessary to permit each of the uses set out in clause 6 without any further payment by BTR to any person;
(f) all samples, interpolations, replays, loops, stems, sound-alike elements and other pre-existing material embodied in Partner Content have been fully cleared on both the master and the composition side for the uses set out in clause 6, or are otherwise lawfully used, and Partner holds written evidence of each such clearance;
(g) Partner has obtained from each author and performer whose work or performance is embodied in Partner Content all consents required under Part IX of the Copyright Act 1968 (Cth) and under the equivalent moral-rights and performers'-rights provisions of every other law applicable in the Territory, in each case sufficient to permit the technical processing, loudness normalisation, encoding, transcoding, excerpting, creation of previews of up to thirty (30) seconds, creation of waveforms, share cards and similar assets, and the promotional uses, in each case as described in clause 6, without infringement of any moral right or performer's right;
(h) neither Partner nor any Approved Artist nor any other Rights Holder has granted, and none of them will during the Term grant, to any person any right, licence, option or interest which conflicts with, derogates from or would prevent or restrict the exercise by BTR of the licence set out in clause 6, and no Partner Content is, to the best of Partner's knowledge, information and belief after due enquiry, the subject of any lien, charge, security interest, encumbrance, Claim, dispute, or pending or threatened proceeding;
(i) Partner Content, and the exploitation of Partner Content by BTR in accordance with this agreement, does not and will not infringe, misappropriate or violate any copyright, neighbouring right, moral right, performer's right, trade mark, trade name, right of publicity or personality, right of privacy, database right, design right, confidentiality obligation, contractual right or any other right of any person in any part of the Territory;
(j) Partner Content is not, and its exploitation in accordance with this agreement will not be, defamatory, obscene, indecent, blasphemous, seditious, in contempt of court, in breach of any injunction or court order, or otherwise unlawful in any part of the Territory;
(k) all metadata, credits, identifiers (including ISRCs, UPCs, EANs, ICPNs, ISNIs, IPIs and BTR Artist IDs), ownership claims, territory and date Deal Terms, explicit-content flags, AI disclosures and other information supplied in or with any Delivery are true, accurate, complete and not misleading, and Partner will promptly deliver updates upon any such information ceasing to be so;
(l) Partner Content does not embody, and Partner will not deliver any material embodying, any synthetic reproduction, cloning, simulation or imitation of the voice, likeness, performance style or persona of any natural person, whether living or deceased, created or assisted by artificial-intelligence or other technological means, without the prior written consent of that person or that person's estate, and Partner holds written evidence of any such consent;
(m) Partner Content does not, and will not, impersonate, or falsely state, imply or suggest affiliation with, endorsement by or sponsorship by, any artist, label, publisher, brand, platform, service or other person;
(n) neither Partner, nor any Related Body Corporate, officer, employee, agent or contractor of Partner, nor to Partner's knowledge any Approved Artist, has procured, purchased, solicited, incentivised, facilitated or knowingly benefited from, or will during the Term procure, purchase, solicit, incentivise, facilitate or knowingly benefit from, Artificial Streams on the Service or on any other digital music service;
(o) Partner has complied and will comply with all laws, regulations, codes, orders and industry standards applicable to it and to its performance of this agreement, including those relating to copyright and related rights, consumer protection, competition, privacy and data protection, sanctions, export control, anti-bribery and anti-corruption, anti-money-laundering, modern slavery and taxation;
(p) Partner is not, and is not owned or controlled by, and does not act on behalf of, any person who is the subject of any sanctions or restrictive measures administered or enforced by Australia, the United Nations Security Council, the United States of America (including by the Office of Foreign Assets Control), the United Kingdom or the European Union, and is not located, organised or ordinarily resident in any country or territory that is the subject of comprehensive sanctions;
(q) Partner's Deliveries, and Partner's use of the Partner Portal, the Partner API and any SFTP endpoint, will not introduce, transmit or contain any virus, worm, trojan, ransomware, logic bomb, back door, time bomb or other malicious, disabling or destructive code, and will not breach clause 3.6;
(r) Partner has not relied on, and does not rely on, any representation, warranty, statement, projection, forecast, estimate or assurance made by or on behalf of BTR (whether oral or in writing, and including any statement as to listener numbers, catalogue size, stream volumes, revenue potential, feature placement, promotional support, functionality or roadmap) that is not expressly set out in this agreement;
(s) Partner has made its own independent assessment of the commercial viability of delivering Partner Content to BTR, has satisfied itself as to the terms of this agreement, and has obtained or has had the opportunity to obtain independent legal, accounting and tax advice in relation to this agreement;
(t) no Insolvency Event has occurred in respect of Partner, and Partner is not aware of any circumstance that is reasonably likely to give rise to an Insolvency Event;
(u) all information provided by Partner to BTR in connection with onboarding, verification, sanctions screening, tax documentation and payment set-up is true, accurate, complete and not misleading, and Partner will promptly notify BTR of any change to such information;
(v) Partner is responsible for, and will duly and punctually pay, all amounts owing to every Rights Holder in respect of Partner Content, and no Rights Holder has any entitlement to receive any payment from BTR in respect of Partner Content or its exploitation under this agreement;
(w) Partner will procure that each Artist Agreement and each other agreement with a Rights Holder contains provisions consistent with, and not less protective of BTR than, the relevant provisions of this agreement, including in respect of the uses permitted under clause 6 and the allocation of responsibility for payments under clause 8.3;
(x) Partner will maintain in force throughout the Term, and for a period of not less than three (3) years thereafter, such insurance (including, where commercially available, media liability or errors-and-omissions insurance covering intellectual-property infringement and defamation) as a prudent distributor of comparable size and catalogue would maintain, and will produce evidence of such insurance upon request;
(y) Partner will not, and will procure that its Related Bodies Corporate, officers, employees, agents and contractors do not, make any public statement, announcement or communication concerning this agreement or the relationship between the parties without BTR's prior written consent, save as required by law; and
(z) each of the foregoing representations, warranties and undertakings is separate and independent and, save as expressly provided, is not limited by reference to any other of them.

8.2 Musical works. BTR is responsible for obtaining public-performance and mechanical (reproduction) licences for musical works embodied in Partner Content from collective management organisations, to the extent such licences are required in a territory and are available from a collective management organisation on a blanket or standard basis. Partner is responsible for every other clearance, including compositions, lyrics and arrangements that are not available through a collective management organisation, and for any publishing claim arising from samples, interpolations or uncleared co-writers.

8.3 Artist payments and artist claims. Partner is solely responsible for paying artists, labels, producers, songwriters, publishers, performers and other rights holders their share of amounts BTR pays to Partner, and for every obligation Partner owes them. Payment by BTR to Partner discharges BTR's payment obligation for the relevant Partner Content in full. BTR has no liability to any artist or other rights holder in respect of Partner Content or amounts paid to Partner, and Partner must ensure its Artist Agreements are consistent with these Terms. If an artist or other rights holder brings a claim against BTR that Partner should have prevented under this clause or clause 4, Partner will deal with and pay that claim under clause 21.

8.4 Partner will tell BTR in writing within two business days if it learns that any warranty in this clause is or has become untrue for any Partner Content, and will deliver a takedown for the affected content at the same time.

8.5 Takedown is the remedy. Partner's remedies for any concern about the availability or use of Partner Content in the App are a takedown under clause 11 and damages under these Terms. Partner will not seek an injunction or other order restraining the operation of the App or the Service as a whole. Nothing in this clause limits Partner's right to enforce clause 7 or clause 16.

8.6 Waiver and release. To the maximum extent permitted by law, Partner irrevocably and unconditionally waives, and releases BTR, its related bodies corporate and their officers, employees, contractors and agents (the Released Parties) from, all claims, demands, actions, losses, damages, liabilities, costs and expenses of any kind, whether known or unknown and whether arising in contract, tort (including negligence), equity, under statute or otherwise, arising out of or connected with:
(a) BTR receiving, hosting, publishing, streaming, promoting or otherwise using Partner Content in reliance on Partner's warranties in clauses 4 and 8;
(b) any absence, defect, limitation, expiry, termination or challenge of Partner's authority over any Partner Content or in respect of any Approved Artist, including any claim that BTR should have verified that authority;
(c) any hold, suspension, disabling, removal, takedown, rejection or non-publication of Partner Content, or any suspension or revocation of an artist connection, under clauses 4, 9, 10, 11, 14, 15 or 18;
(d) BTR paying royalties to Partner rather than to any artist, label, producer, songwriter, publisher, performer or other rights holder, and any withholding, set-off or suspense of royalties under clauses 4.11, 13.7, 14 or 15; and
(e) any claim, demand or proceeding brought against Partner by any artist, rights holder or other third party in connection with Partner Content or these Terms.
Partner will not bring, and will procure that its related bodies corporate do not bring, any claim against a Released Party in respect of a matter released by this clause, and will not assist any third party to do so other than as required by law. Partner acknowledges that it has read and understood this clause, has had the opportunity to obtain legal advice on it, agrees to it freely as a fundamental condition of these Terms, and that BTR's willingness to accept Deliveries and its commercial terms depend on it. This clause does not release a Released Party from liability for fraud, wilful misconduct, breach of clause 7, or a failure to pay royalties that are properly due and not held under clause 4.11 or clause 14.

9. Content standards and the clean-audio rule

9.1 Partner Content must comply with the content standards in the Platform Terms, including Section 3 (child safety), Section 12.4 (prohibited content) and Section 15A (clean-audio and BTR Music catalogue standards). Those sections apply to Partner Content as if references to "User Content" were references to Partner Content.

9.2 Clean audio. Recordings must not contain embedded advertising, sponsor reads, promo codes, sales calls-to-action, off-platform redirection, spoken contact details used as a call-to-action, third-party marketplace or tool watermarks, or similar promotional inserts. Ordinary lyrics, ad-libs and a producer's own non-promotional tag are permitted. BTR scans audio for these signals using automated transcription and classification with human review, and may hold or reject flagged recordings.

9.3 Catalogue integrity. Partner must not deliver: white noise, silence, ultra-short filler or functional-audio tracks presented as music; duplicated recordings under different titles, artists or ISRCs; metadata stuffed with unrelated artist names or search terms; mass uploads designed to game recommendations or royalty pools; or recordings of live performances, covers or remixes for which the necessary rights have not been obtained.

9.4 AI disclosure. Partner must accurately disclose, in the fields specified in Schedule 2, where a recording, its vocals, its composition or its artwork were wholly or materially generated by artificial intelligence. BTR may label such content to listeners, exclude it from editorial and algorithmic recommendation surfaces, and apply the Eligible Stream rules in Schedule 1. Undisclosed AI content is a breach of these Terms.

9.5 Explicit content. Partner must flag explicit recordings and artwork. BTR may apply age-gating or restrict explicit content in some territories or surfaces.

9.6 Technical quality. Recordings must meet the audio specifications in Schedule 2. BTR may hold corrupt, clipped, materially distorted or unusable masters until a corrected version is delivered.

10. Review, publication gate and rejection

10.1 BTR keeps the final publication gate. Every Delivery may be reviewed by automated systems and by BTR staff before it becomes available to listeners.

10.2 BTR may decline to publish, hold, restrict to certain territories or surfaces, or remove any Partner Content that BTR reasonably believes breaches these Terms, the Platform Terms or applicable law, presents a rights or safety risk, fails validation, or is subject to a credible complaint. BTR will show the status and reason code in the Partner Portal and will tell Partner what is needed to clear a hold where that is practicable.

10.3 Publication of a valid, compliant Delivery normally occurs within [●5] business days of receipt. This is a target, not a guarantee. BTR does not commit to release-date embargo handling unless stated in Schedule 3.

10.4 Availability on the Service does not constitute a legal finding that Partner Content is cleared, non-infringing or compliant.

10.5 BTR does not guarantee inclusion in any playlist, chart, recommendation, editorial feature or promotion.

11. Updates, takedowns and redelivery

11.1 Automatic processing. Updates and takedowns delivered through the DDEX channel or Partner API in the form specified in Schedule 2 are processed automatically on receipt, without manual approval, within the timeframes in Schedule 3.

11.2 Emergency takedown. Partner may request an emergency takedown of specific ISRCs or releases through the Partner Portal. BTR will acknowledge and act on emergency takedowns within the timeframes in Schedule 3, including outside business hours where the request is flagged as urgent.

11.3 Territory and date changes. Changes to Deal Terms are applied prospectively from processing. BTR is not liable for streams that occur before a valid update is received and processed.

11.4 Redelivery. Partner may redeliver corrected metadata, artwork or audio for an existing ISRC. BTR will replace the earlier version and preserve play history against the ISRC where technically possible.

11.5 BTR-initiated removal. Where BTR removes Partner Content under clause 10.2, 14 or 15, BTR will notify Partner through the Partner Portal and, for removals other than routine validation failures, by email to Partner's designated technical contact.

11.6 After removal. Removal stops future streaming and display. Cached copies on listener devices expire under the app's normal offline-cache rules. BTR may retain archival copies, fingerprints, logs and Usage Reports for the purposes in clause 16 and for legal, audit, royalty and dispute purposes.

12. Usage reporting

12.1 BTR will provide Partner with a Usage Report for each Reporting Period, in DDEX DSR flat-file format as specified in Schedule 2, within [●30] days after the end of the Reporting Period, through the Partner Portal or SFTP.

12.2 Usage Reports set out, at minimum, Eligible Streams by ISRC, release identifier, territory, use type and Reporting Period, together with the royalty calculation for the period. Reports contain aggregated usage only and never contain listener personal information.

12.3 BTR may also show Partner Content performance in the Partner Portal dashboard. Dashboard figures are indicative; the Usage Report is the basis for payment.

12.4 Partner must raise any dispute about a Usage Report in writing within [●90] days of its delivery, with reasons. Reports not disputed in that period are final except for fraud or manifest error.

12.5 Where BTR later determines that reported streams were Artificial Streams or otherwise ineligible, BTR may issue a corrected report and adjust the next payment.

13. Royalties, payment and tax

13.1 BTR pays Partner the amounts calculated under Schedule 1 for Eligible Streams of Partner Content during each Reporting Period.

13.2 No double payment. For streams of Partner Content, remuneration is paid to Partner under these Terms. BTR will not separately pay an Approved Artist a Mobile Streaming Payout or similar per-stream creator payment for the same streams. Fan-support revenue is dealt with under clause 4.8.

13.3 Timing. BTR pays within [●45] days after the Usage Report for the Reporting Period is issued, subject to the minimum payment threshold in Schedule 1. Amounts below the threshold roll forward.

13.4 Currency and method. Payments are made in the currency and by the method in Schedule 1. Partner bears its own bank, currency-conversion and payment-provider charges. BTR bears its own.

13.5 Invoices. Unless Schedule 1 provides for self-billing, Partner will issue a tax invoice matching the Usage Report before payment.

13.6 Taxes. Amounts are exclusive of GST, VAT and similar taxes, which are added where applicable. Where law requires BTR to withhold tax from a payment, BTR will withhold, remit and provide evidence of the withholding, and the withheld amount is treated as paid to Partner. Partner must provide tax residency and treaty documentation on request.

13.7 Set-off and corrections. BTR may set off overpayments, amounts clawed back under clause 14, and undisputed amounts Partner owes BTR against future payments, and will show the set-off in the relevant Usage Report.

13.8 Records and audit. Each party will keep accurate records relating to Usage Reports and payments for at least three years after the relevant Reporting Period. Partner may, once in any 12-month period, on 30 days' written notice and at its own cost, have an independent auditor bound by confidentiality inspect BTR's records relevant to Partner's Usage Reports for the preceding three years. If an audit reveals an underpayment of more than 5% for the audited period, BTR will pay the shortfall and the reasonable cost of the audit. BTR may request evidence of Partner's authority over Partner Content on the same basis.

14. Artificial streaming, fraud and holds

14.1 Artificial Streams are not Eligible Streams and are excluded from Usage Reports and payment.

14.2 Where BTR reasonably determines that Artificial Streams have affected Partner Content, BTR may: exclude the affected streams; withhold payment for the affected content or, where the activity is widespread, for Partner's account, until investigation is complete; remove or restrict the affected content; suspend the Approved Artist's connection; and, where Partner or an Approved Artist procured or knowingly benefited from the activity, recover amounts already paid and reasonable investigation costs.

14.3 BTR will notify Partner of any withholding under this clause, give Partner an opportunity to respond, and release withheld amounts that are not attributable to Artificial Streams within [●60] days of the withholding unless the investigation is ongoing for reasons BTR explains to Partner.

14.4 BTR's determination is based on its fraud-detection systems and human review. BTR will not share detection methods in detail but will provide sufficient information for Partner to identify the affected content and period.

15. Rights complaints and content disputes

15.1 BTR operates a notice-and-takedown process for rights complaints under the Platform Terms and applicable law, including the Copyright Act 1968 (Cth), the US Digital Millennium Copyright Act and the EU Digital Services Act and Copyright Directive as applicable.

15.2 On receiving a complaint about Partner Content that BTR considers credible, BTR may remove or disable the content immediately, and will notify Partner with the substance of the complaint.

15.3 Partner must respond within [●5] business days with evidence of its rights or a takedown. BTR may keep content disabled, and may hold royalties for it under clause 4.11, until the dispute is resolved. BTR is not the decision-maker in an ownership dispute and may require the parties to resolve it between themselves or through a court.

15.4 BTR applies a repeat-infringer policy. Repeated valid complaints against Partner Content, or against a particular Approved Artist, may lead to suspension of the artist connection or termination under clause 18.

15.5 Where a regulator, court or law enforcement body requires removal or disclosure relating to Partner Content, BTR will comply and, where lawful, inform Partner.

16. Data, confidentiality and privacy

16.1 Confidential Information means non-public information disclosed by one party to the other in connection with these Terms, including commercial terms, Usage Reports, Deal Terms, roadmaps, technical documentation, credentials and unreleased content. It excludes information that is public through no fault of the recipient, already known to the recipient, independently developed, or lawfully received from a third party.

16.2 Each party will use the other's Confidential Information only to perform these Terms, protect it with at least reasonable care, and disclose it only to personnel, advisers and service providers who need it and are bound by confidentiality. A party may disclose Confidential Information where required by law or court order, after giving the other party reasonable notice where lawful.

16.3 Confidentiality obligations continue for three years after termination, and indefinitely for credentials and unreleased content.

16.4 Unreleased content. BTR will hold pre-release Partner Content in restricted storage and will not make it available to listeners before the release date in the Deal Terms.

16.5 Usage data. Listener-level usage data, logs, analytics, recommendation signals and derived data are BTR's property. BTR will not disclose listener personal information to Partner. Aggregated usage attributed to Partner Content is provided to Partner through Usage Reports and the dashboard.

16.6 Personal information. Each party will comply with privacy law applicable to it. Personal information about Partner Users and personal information contained in Deliveries (such as artist and contributor names, contact details and identifiers) is handled by BTR as described in the Partner Privacy Notice. Partner is responsible for having a lawful basis to provide that information to BTR and for giving any notices required to the individuals concerned.

16.7 Collective management organisations. BTR may disclose usage of Partner Content and work-level metadata to collective management organisations and rights registries where required to license or account for musical works.

17. Intellectual property, trade marks and feedback

17.1 As between the parties, Partner retains all rights in Partner Content, and BTR retains all rights in the Service, the Partner Portal, its software, fingerprints, aggregated and derived data, and any improvements.

17.2 Each party grants the other a non-exclusive, revocable licence to use its name and logo solely to identify the partnership in the Service, the Partner Portal, partner listings and factual announcements, in the form each party supplies and subject to its brand guidelines. Neither party will suggest endorsement beyond the relationship described in these Terms.

17.3 Suggestions Partner gives BTR about the Service may be used by BTR without restriction or payment. This does not give BTR any right in Partner Content.

18. Term, termination and effect of termination

18.1 These Terms start when Partner accepts them and continue until terminated (the Term).

18.2 For convenience. Either party may terminate on [●60] days' written notice.

18.3 For cause. Either party may terminate immediately by written notice if the other: commits a material breach that is not remedied within 30 days of a written notice describing it; becomes insolvent, enters administration or liquidation, or ceases business; or breaches clause 22.

18.4 Suspension. BTR may suspend Partner's access, Deliveries or publication, in whole or in part, while it investigates suspected fraud, infringement, sanctions or security issues, and will lift the suspension promptly if the concern is resolved. BTR may suspend the connection of an individual Approved Artist on the same basis without suspending the whole account.

18.5 Effect. On termination: (a) BTR stops accepting Deliveries; (b) BTR removes Partner Content from the Service within [●30] days, or sooner where Partner delivers takedowns, and may keep archival copies under clause 11.6; (c) BTR issues a final Usage Report and pays undisputed amounts due, less permitted set-offs, within the normal payment timeframe; and (d) each party returns or destroys the other's Confidential Information on request, except as needed for records, audit or legal compliance.

18.6 Survival. Clauses 1, 2.6, 2.7, 4.9 to 4.11, 7, 8.3, 8.5, 8.6, 11.6, 12.4, 12.5, 13.6 to 13.8, 14, 15, 16, 17.1, 18.5, 18.6, 19 to 21, 24 and 25 survive termination.

19. Disclaimers

19.1 Each party warrants that it has authority to enter these Terms and will perform them with reasonable care and skill.

19.2 BTR provides the Service and the Partner Portal on an "as available" basis. BTR does not guarantee uninterrupted availability, particular listener numbers, streams, revenue, chart positions, feature placement or commercial outcomes.

19.3 Except as expressly stated in these Terms, and to the extent permitted by law, each party excludes all other warranties, conditions and guarantees, whether express or implied.

19.4 Nothing in these Terms excludes, restricts or modifies any right, guarantee or remedy that cannot lawfully be excluded, including under the Australian Consumer Law. Where such a guarantee applies to services supplied under these Terms, BTR's liability is limited, where permitted, to resupplying the services or paying the cost of resupply.

20. Liability

20.1 Neither party is liable to the other, under any legal theory, for loss of profit, revenue, business, goodwill or anticipated savings, or for indirect or consequential loss, arising out of or in connection with these Terms.

20.2 Each party's total aggregate liability to the other arising out of or in connection with these Terms in any 12-month period is limited to the greater of: (a) the total amount paid or payable by BTR to Partner under these Terms in that 12-month period; and (b) AUD [●10,000].

20.3 Clauses 20.1 and 20.2 do not apply to: a party's indemnity obligations under clause 21; breach of clause 7 or clause 16; fraud, wilful misconduct or gross negligence; BTR's obligation to pay royalties that are properly due; or any liability that cannot be limited by law.

20.4 Each party must take reasonable steps to mitigate its loss.

20.5 Nothing in this clause 20 or elsewhere in these Terms makes a Released Party liable for any matter released under clause 8.6.

21. Indemnities

21.1 By Partner. Partner will defend, indemnify and hold harmless BTR, its related bodies corporate and their officers, employees and contractors from and against all third-party claims, and all resulting losses, damages, liabilities, penalties, costs and reasonable legal fees, arising out of: (a) Partner Content, including any claim that Partner Content infringes or misappropriates a third party's rights (including copyright, moral rights, performers' rights, publicity and privacy rights) or is defamatory or unlawful; (b) any breach of the warranties in clause 4 or clause 8; (c) any claim by an artist, label, producer, songwriter, publisher, performer or other rights holder in respect of Partner Content, including for payment, accounting, consent or authority, whether or not BTR has paid Partner; (d) any Delivery made without a valid Artist Agreement, outside its scope, term or territory, or after it ended or was challenged; (e) Artificial Streams procured by Partner or an Approved Artist; or (f) Partner's breach of clause 22. Partner's obligations under this clause are not limited by clause 20.2.

21.2 By BTR. BTR will defend, indemnify and hold harmless Partner, its related bodies corporate and their officers, employees and contractors from and against all third-party claims, and all resulting losses, damages, liabilities, penalties, costs and reasonable legal fees, arising out of: (a) a claim that the Service or the Partner Portal, excluding Partner Content and Partner's own materials, infringes a third party's intellectual property rights; or (b) BTR's breach of clause 7.

21.3 Procedure. The indemnified party must notify the indemnifying party promptly, and in any event within ten (10) Business Days, of becoming aware of a Claim to which an indemnity in this clause applies (provided that failure to so notify relieves the indemnifying party of its obligations only to the extent it is materially prejudiced thereby); allow the indemnifying party, at the indemnifying party's election and cost, to assume and control the defence and settlement of the Claim (provided that no settlement which admits fault or liability on behalf of, imposes any obligation, restriction or payment on, or requires any statement by, the indemnified party may be entered into without the indemnified party's prior written consent, not to be unreasonably withheld); refrain from making any admission, compromise or settlement in respect of the Claim without the indemnifying party's prior written consent; and provide all reasonable assistance, information and access as the indemnifying party may reasonably request, at the indemnifying party's cost. The indemnified party may participate in the defence with counsel of its own choosing at its own cost. Where the indemnifying party fails to assume the defence within twenty (20) Business Days of notice, or fails to conduct it diligently, the indemnified party may conduct the defence at the indemnifying party's cost without prejudice to the indemnity.

21.4 Nature of indemnities. Each indemnity in this agreement is a continuing obligation, separate and independent from the other obligations of the parties, survives termination or expiry of this agreement, and is not subject to or conditional upon the indemnified party first making demand upon, or exhausting its remedies against, any other person. It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity. Each indemnity extends to Loss suffered by the indemnified party in investigating, defending, settling or satisfying a Claim, whether or not the Claim is ultimately established.

21.5 Trust for Released Parties. BTR holds the benefit of each indemnity, release, waiver and limitation in this agreement that is expressed to be for the benefit of its Related Bodies Corporate, officers, employees, contractors, agents or the Released Parties on trust for each of those persons, and may enforce those provisions on their behalf.

21.6 Insurance not a limit. The existence, availability or quantum of any insurance maintained by either party does not limit, qualify or condition any indemnity, release or waiver in this agreement.

22. Sanctions, export controls and anti-bribery

22.1 Partner warrants that neither it, its owners, nor any Approved Artist it delivers is located in, organised under the laws of, or ordinarily resident in a country or territory subject to comprehensive sanctions, or is listed on, or owned or controlled by a person listed on, a sanctions list maintained by Australia, the United Nations, the United States, the United Kingdom or the European Union.

22.2 Each party will comply with applicable anti-bribery, anti-corruption, anti-money-laundering and export-control laws. BTR may refuse or delay payment where a payment would breach sanctions or anti-money-laundering law, and will tell Partner the general reason where lawful.

23. Changes to these Terms and to the Service

23.1 BTR may change these Terms, Schedule 2 and Schedule 3 by giving Partner at least 30 days' notice by email to Partner's designated contacts and by notice in the Partner Portal. Changes that are required by law, or that only add features or reduce Partner's obligations, may take effect on shorter notice.

23.2 If Partner objects to a change, Partner may terminate under clause 18.2 before the change takes effect, and the change will not apply to Partner during the notice period. Continued Deliveries after the effective date are acceptance.

23.3 Commercial terms in Schedule 1 or an Order Form change only by written agreement or on [●60] days' written notice from BTR, during which Partner may terminate under clause 18.2 without the change applying.

23.4 BTR may modify, add or retire features of the Service and Partner Portal. Where a change materially reduces the delivery, reporting or takedown functionality described in these Terms, BTR will give reasonable advance notice.

24. Governing law and disputes

24.1 These Terms are governed by the laws of New South Wales, Australia.

24.2 Before commencing proceedings (other than for urgent injunctive relief or unpaid amounts), a party must give the other written notice of the dispute, and senior representatives of both parties must meet, in person or by video, within 30 days to try to resolve it in good faith.

24.3 Subject to clause 24.2, the courts of New South Wales and courts of appeal from them have exclusive jurisdiction, and each party submits to that jurisdiction.

24.4 Either party may seek injunctive or other urgent relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

25. General

25.1 Entire agreement. These Terms, the Schedules, any Order Form and the Partner Privacy Notice are the entire agreement about their subject matter and replace all earlier discussions and proposals.

25.2 Precedence. If there is a conflict: an Order Form prevails over Schedule 1; Schedule 1 prevails over these Terms; these Terms prevail over Schedules 2 and 3 and over the Platform Terms in relation to Partner Content and the Partner Portal.

25.3 Assignment. Partner may not assign or transfer these Terms without BTR's prior written consent, not to be unreasonably withheld. BTR may assign these Terms to a related body corporate or to a successor of the Service on written notice, provided the assignee assumes BTR's obligations.

25.4 Notices. Notices must be in writing and sent by email to the addresses each party designates in the Partner Portal, with legal notices to BTR also copied to info@beatstorapon.com. A notice is taken to be received on the next business day in the recipient's location.

25.5 Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, fiduciary or employment relationship.

25.6 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, provided it notifies the other and uses reasonable efforts to resume performance. Payment obligations for usage already reported are not excused.

25.7 Severability. If a provision is unenforceable, it is read down or severed to the extent needed, and the rest remains in force.

25.8 Waiver. A failure or delay in exercising a right is not a waiver.

25.9 Electronic acceptance. Acceptance through the Partner Portal, by API terms endpoint, or by electronic signature is binding.

25.10 Language. These Terms are in English. Translations are for convenience only.

25.11 Counterparts. An Order Form may be signed in counterparts and electronically.

25.12 Further assurances. Each party must, at its own cost, promptly do all things and execute all documents (including any consent, confirmation, authorisation, letter of direction or artist authorisation) reasonably required by the other party to give full effect to this agreement and the transactions contemplated by it.

25.13 No reliance. Each party acknowledges that, in entering into this agreement, it has not relied on any representation, warranty, statement, promise, assurance or undertaking (whether made innocently, negligently or otherwise) other than those expressly set out in this agreement, and, to the maximum extent permitted by law, waives all rights and remedies which might otherwise be available to it in respect of any such representation, warranty, statement, promise, assurance or undertaking. Nothing in this clause limits or excludes liability for fraud.

25.14 Cumulative rights. The rights, powers and remedies provided in this agreement are cumulative with, and not exclusive of, any rights, powers or remedies provided by law or in equity, save where this agreement expressly provides that a remedy is exclusive.

25.15 Costs and expenses. Each party bears its own costs and expenses of and incidental to the negotiation, preparation and execution of this agreement and any Order Form. Partner must pay all stamp duty, registration fees and similar taxes and charges (if any) payable in respect of this agreement or any transaction contemplated by it.

25.16 GST. Terms used in this clause have the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Unless expressly stated otherwise, all amounts payable under this agreement are exclusive of GST. If GST is payable on a taxable supply made under or in connection with this agreement, the recipient must pay to the supplier, in addition to the consideration for that supply, an amount equal to the GST payable, at the same time as the consideration is payable, subject to the supplier first providing a valid tax invoice (or, where a recipient-created tax invoice arrangement applies under Schedule 1, the recipient issuing such invoice). Where an amount payable under this agreement is calculated by reference to a cost, expense or Loss incurred by a party, that amount is reduced by the amount of any input tax credit to which that party is entitled in respect of that cost, expense or Loss.

25.17 Set-off. Without limiting clause 13.7, BTR may set off against any amount payable by it to Partner under this agreement any amount that is due and payable by Partner to BTR or any of its Related Bodies Corporate under this agreement or any Order Form. Partner may not withhold, deduct or set off any amount from any payment or Delivery under this agreement except with BTR's prior written consent.

25.18 Time. Time is of the essence in respect of Partner's obligations under clauses 4.9, 4.10, 8.4, 11 and 15.

25.19 No merger. The rights and obligations of the parties do not merge on completion of any transaction contemplated by this agreement and survive the execution and delivery of any assignment or other document entered into for the purpose of implementing any such transaction.

25.20 Acknowledgement. Partner acknowledges that: it has read and understood this agreement in its entirety, including the Schedules; it has had the opportunity to obtain independent legal advice; the terms of this agreement, including the allocation of risk in clauses 8, 20 and 21, are fair and reasonable having regard to the nature of the Partner Services, the commercial terms in Schedule 1 and the legitimate interests of BTR in protecting the Service, its listeners and itself from Claims arising from Partner Content; and it enters into this agreement voluntarily and not under any compulsion.

25.21 Whole agreement in electronic form. This agreement may be presented, accepted, stored and evidenced in electronic form. Partner consents to the use of electronic communications for the giving of all notices, disclosures and documents under this agreement, and agrees that a printed or electronic reproduction of this agreement and of the acceptance record maintained by BTR (including the version accepted, the identity of the accepting Partner User, and the date, time and network address of acceptance) is admissible as evidence of this agreement and of Partner's acceptance of it to the same extent and with the same effect as an original signed document.

Schedule 1 — Commercial Terms

Values below are defaults applied unless an Order Form states otherwise.

Table A — Territory tiers (model B only)

Schedule 2 — Delivery and Technical Specifications

1. Channels

• DDEX ERN over SFTP: batch delivery, one release per folder, with manifest and BatchComplete marker. BTR accepts ERN 3.8.2 and ERN 4.x (currently 4.3), release-by-release and batch choreography as published in the Partner API documentation. BTR will accept the version and choreography Partner already uses with other services wherever it is a published DDEX standard.
• Partner API: REST over HTTPS with per-partner API keys, documented at [●docs URL]. Rate limits are stated in the documentation.
• Partner Portal: manual upload, QC-flag resolution, emergency takedown, reports download, user and key management.

2. Artist identification

• Partner API: btr_user_id = the BTR Artist ID of the Approved Artist.
• ERN: the artist PartyId must be supplied as a ProprietaryId with Namespace="BTR" [●or BTR's DPID once issued] and the BTR Artist ID as the value. ISNI and IPI may be supplied in addition but are not a substitute.
• A Delivery that omits the BTR Artist ID, or supplies one that is not an Approved Artist of Partner, is rejected with error code [●].

3. Identifiers and metadata

• ISRC per recording (mandatory), UPC/EAN per release (mandatory), catalogue number (recommended).
• Titles, versions, artist and featured-artist names, contributor roles (producer, songwriter, composer, mixer where known), genre, label name, P and C lines, release date, original release date, language, explicit flag (Explicit / NotExplicit).
• Territories as ISO 3166-1 alpha-2 codes or Worldwide; deal start and end dates; use types limited to OnDemandStream and NonInteractiveStream and, where Partner's Deal Terms permit, ConditionalDownload (offline cache).
• AI disclosure: use the DDEX AI-use fields [●specify element/version] for each of audio, vocals, composition and artwork, or the equivalent fields in the Partner API.

4. Audio and artwork

• Audio: WAV or FLAC, 16- or 24-bit, 44.1 or 48 kHz, stereo or mono, no clipping, true-peak ≤ -1 dBTP recommended. MP3 masters are not accepted.
• Artwork: JPEG or PNG, square, minimum 3000 × 3000 px, RGB, no URLs, prices, social handles, blurry or pixelated images, or third-party logos.

5. Updates and takedowns

• Metadata, artwork and audio updates: redeliver the release with the same UPC and ISRCs and an incremented message ID.
• Takedown: ERN takedown deal (TakeDown with the affected territories) or PurgeReleaseMessage, or the Partner API takedown endpoint. Processed automatically on receipt.
• Emergency takedown: Partner Portal → Catalogue → Emergency takedown, with an "urgent" flag for out-of-hours handling.

6. Acknowledgements

• Every ERN batch and API submission receives a machine-readable acknowledgement (accepted / rejected with error codes / on hold with reason code) within the timeframe in Schedule 3, retrievable by SFTP and in the Partner Portal.

7. Usage Reports

• DDEX DSR flat file, profile [●e.g. Basic Audio Profile], per Reporting Period, delivered to Partner's SFTP report folder and downloadable in the Partner Portal, with a summary CSV for convenience.

8. Sandbox and certification

• BTR provides a sandbox environment with test credentials. Before production access, Partner must pass the certification checklist published in the Partner API documentation: at least one valid new release, one metadata update, one artwork update, one territory change, one takedown and one redelivery, all correctly acknowledged.

Schedule 3 — Service Levels and Contacts

These are operational targets. They are not conditions of the licence and do not give rise to service credits.

Contacts

• Partner support and technical: [●partners@btrmusic.com]
• Takedown escalation: [●takedowns@btrmusic.com] (Portal emergency takedown is the primary channel)
• Legal notices: info@beatstorapon.com
• Partner must keep a technical contact, a rights/takedown contact and a finance contact current in the Partner Portal.