DRAFT, subject to attorney review before live use. This document is a template prepared by in-house counsel. It is not legal advice and must be reviewed by a licensed attorney before it is used with any artist.

Collective Artist Agreement

This is the agreement you accept when you join the Orcha Collective and list your tracks with us. It sets out what you give us permission to do, what you keep, how we split the money, and how you get paid.

Parties. This agreement is between Orcha Systems LLC, doing business as Orcha Collective ("Orcha," "we," "us"), and you, the artist listing tracks with us ("you," "the artist"). It takes effect on the date you sign it electronically.

The short version, in plain terms. You give us a non-exclusive license to place your tracks in sync deals and to sell them direct to fans. You keep your masters, your streaming, and your distributor. We keep a commission only on the money we make for you. There is no join fee and no upfront fee. We only get paid when you get paid.

1. What You Grant Us (non-exclusive)

You grant Orcha a non-exclusive license, for the tracks you submit and we approve, to:

• license your tracks for synchronization ("sync"), meaning place them in video, film, ads, games, podcasts, and other timed-media productions, and grant buyers the sync licenses needed for that use; and
• sell your tracks direct to consumers ("D2C"), meaning offer downloads, stem packs, and bundles to fans and creators.

Non-exclusive means you keep the right to license and sell the same tracks anywhere else, at the same time, on your own or through any other platform. You are not locked in.

We do not take any interest in your streaming, and we do not take your masters or your publishing. See Section 3.

2. What Stays Yours

You keep, in full:

• your masters and your underlying compositions (your songs);
• your streaming on every DSP (Spotify, Apple Music, and the rest), and 100% of that streaming income;
• your distributor and your existing distribution deals; and
• your publishing and your performing-rights registrations.

Listing with Orcha does not move, encumber, or reduce any of these.

3. The Split

Orcha keeps a commission only on the revenue it generates for you. The splits are:

The split is calculated on the net amount actually collected after payment-processing fees. If a track has more than one owner, your share is divided among the owners according to the splits you disclosed and we approved at upload.

There is no join fee, no upfront fee, no listing fee, and no promo fee. We never charge you to be here, and we never charge for placement of any kind. We make money only as a commission on the deals we close for you.

4. Your Warranties (what you promise us)

For every track you submit, you represent and warrant that:

• you own or control 100% of the master and the composition, or you have disclosed every other owner (name, contact, and split percentage) in the upload form, and each disclosed owner has agreed to this listing;
• the track contains no uncleared samples, interpolations, or third-party material;
• any human-authorship claim you make is true, and you retain session evidence (project files, stems, drafts) to back it up;
• you have disclosed your AI use honestly, including which AI tools you used and what role they played, and that disclosure matches what your distributor filed with DSPs; and
• the track does not infringe anyone's copyright, trademark, publicity, or other rights, and you have the full right to grant the licenses in this agreement.

You confirm these promises again, per track, in the AI Disclosure and Rights Attestation you sign at upload (at /legal/ai-disclosure-attestation). That per-track attestation is part of this agreement.

5. Indemnity

You will defend and indemnify Orcha, and any buyer we license your track to, against any claim that arises from a breach of your warranties in Section 4, including a claim that your track infringes someone's rights or that a split or sample was not what you disclosed. This is the core of the one-stop warranty we sell to buyers, so it matters that your attestations are true.

Orcha will defend and indemnify you against any claim arising from Orcha's own breach of this agreement.

6. How You Get Paid

• Stripe Connect. We pay you through Stripe Connect. You finish Stripe's onboarding once, and payouts run automatically. We cannot pay you until your Stripe account shows payouts enabled.
• Automatic split. When a sync license or a D2C sale clears, the split in Section 3 is applied automatically on the payment webhook, and your share is transferred to your Stripe account. There is no manual finance step.
• Records. Every license and sale writes a line-item record you can see in your dashboard: gross, Orcha's share, your share, the date, and a link to the deal.
• Reversals and chargebacks. If a buyer's payment is later reversed — a refund we grant, a chargeback, or a payment invalidated for any reason — after we have already paid you your share of it, that share is recovered from your future payouts (or, if none are pending, invoiced to you). We only claw back your share of the actual reversed amount, never more. This mirrors the Refund Policy.
• You are paid as a licensor, not an employee. See Section 7.

7. Tax: You Are a Licensor, Not an Employee

You are an independent rights holder licensing your music to Orcha. You are not our employee, contractor, partner, or agent. Nothing here creates an employment or agency relationship.

• Payments to you are license and royalty income, reported to you and the IRS on a Form 1099 (typically 1099-MISC for royalties or 1099-NEC), not on a W-2.
• You must provide a completed Form W-9 before we can pay you. If you are a US person, we need your taxpayer information on file first.
• If you are a single-member LLC that is a disregarded entity for tax purposes, the W-9 should carry your individual name and Social Security Number (or the individual owner's TIN), not the LLC's EIN, so the 1099 matches IRS records. When in doubt, check with your tax advisor.
• You are responsible for your own taxes on what we pay you.

The full plain-language note is at /legal/w9-1099-note.

8. Term, Termination, and Takedown

• Term. This agreement runs until either side ends it.
• You can leave. You may remove a track, or end this agreement, on 30 days' written notice to licensing@orchacollective.io.
• We can end it. We may remove a track or end this agreement if you breach it, if a track fails our standards, or if we get a credible rights complaint.
• Takedown. On termination or removal, we stop offering the track for new licenses and pull it from the catalog promptly. Licenses already sold to buyers before removal stay valid for their term; we honor deals we already closed, and you keep your share of them.
• Survival. Sections 4, 5, 6 (for money already earned), 7, and 10 survive termination.

9. No Payola, No Pay-to-Play

Orcha does not sell playlist placement, does not charge for promotion, and does not pay for placement on any streaming service. We rank tracks on merit, never on payment. You will not ask us to, and we will not offer to, buy or sell placement anywhere.

10. Governing Law and Disputes

This agreement is governed by the laws of the State of Georgia, without regard to its conflict-of-laws rules. The parties will try to resolve any dispute informally first. Any dispute not resolved informally will be brought in the state or federal courts located in Georgia, and both parties consent to that jurisdiction and venue.

11. Entire Agreement

This agreement, together with each per-track attestation you sign, is the entire agreement between you and Orcha about listing your music. It replaces any prior discussion. If any part is unenforceable, the rest stays in effect. We will give you notice of any change, and a material change will not apply to deals already closed.

Contact: licensing@orchacollective.io