Artist Agreement

1. Parties

This Agreement is between:

• Lesuto Industries Corp, a corporation organized under the laws of the State of Texas, with its principal place of business at 105 Meadowlark St, Austin, TX 78734 (“Lesuto”).
• The Artist, the individual or entity that registers for an artist account on the Service and uploads content (“You” or “Artist”).

This Agreement supplements the Terms of Service, which are incorporated herein by reference. In the event of a conflict between this Agreement and the Terms of Service regarding artist-specific matters, this Agreement shall prevail.

2. Grant of License

By uploading content to the Service, you grant Lesuto a non-exclusive, worldwide, royalty-free license to:

• Host, store, reproduce, transcode, and cache your content on our servers and content delivery networks.
• Distribute and publicly perform your content through the Service, including streaming to listeners and making it available for use in commerce content.
• Create derivative works necessary for Service operations, including but not limited to audio previews, waveform visualizations, spectrograms, audio fingerprints, and AI-generated analysis data.
• Sublicense your content to integrated platforms (including Lesuto Chameleon) for use in commerce content, subject to the attribution requirements in Section 5.
• Use your artist name, likeness, biographical information, and track metadata in connection with the promotion of the Service and your content on it.

You retain full ownership of your content. This license does not transfer any ownership rights to Lesuto. You are free to distribute your content on other platforms and through other channels.

3. Content Standards

All content uploaded to the Service must meet the following standards:

• Originality: Content must be original work that you own or for which you have obtained all necessary rights, licenses, and clearances. This includes rights to any samples, interpolations, or third-party compositions used.
• Audio Quality: Tracks must be submitted in a supported format (WAV, FLAC, or high-bitrate MP3/AAC) at a minimum sample rate of 44.1 kHz.
• Metadata Accuracy: All metadata (title, artist name, genre, release date, collaborator credits) must be accurate and complete. Intentionally misleading metadata is prohibited.
• Prohibited Content: Content must not violate the prohibited content policies outlined in our Terms of Service.

We reserve the right to reject or remove content that does not meet these standards, at our sole discretion and without prior notice.

4. Revenue Sharing

Lesuto Disco operates under a phased revenue model. The current phase and the planned future phase are described below.

Phase 1: Attribution Phase (Current)

During the current phase, artists upload tracks to the Service at no cost. Tracks are licensed to integrated platforms (including Lesuto Chameleon) for use in commerce content such as product videos, social media scenes, and advertisements. In exchange, artists receive:

• Exposure: Your music is placed in front of audiences across commerce platforms, with every use tracked and reported in your artist dashboard.
• Mandatory Attribution: Every piece of commerce content using your track displays your artist name and track title, with a link back to your Lesuto Disco profile where technically feasible.
• Analytics: Full access to usage analytics including platform source, content type, impressions, and engagement metrics.

During Phase 1, there is no direct monetary compensation for track usage. Artists retain full rights to monetize their content through other platforms and channels.

Phase 2: Revenue Sharing (Planned)

When subscriber and licensing revenue is live (target timeline to be announced), payouts will begin. Payouts will not start until real revenue is collected.

Separate Revenue Pools

Streaming and licensing revenue are tracked in separate accounting pools, even if your dashboard shows a combined total:

• Listener Streaming Pool: Full-song plays from paid Disco subscribers.
• Hub Scene Licensing Pool: Commerce uses of your tracks in Lesuto Hub scenes, stories, and ads.

Platform Cut and Artist Pool

Lesuto retains 30% of gross revenue from each pool to cover hosting, moderation, legal compliance, and payment processing. The remaining 70% forms the artist pool for that revenue type.

Pro-Rata Distribution

Your share of each artist pool is calculated pro-rata:

(Your qualified events ÷ Total qualified events in pool) × Artist pool

This rewards engagement across the catalog without letting a single viral track capture the entire pool unfairly.

Qualified Events

Only qualified events count toward your pro-rata share:

• Streaming: Listener played at least 30 seconds of the full track (previews and skips under 30 seconds do not count).
• Licensing: A valid license was issued for use of your track in commerce content.
• Events flagged as bot traffic, fraudulent, or self-listens (you playing your own tracks) are excluded.

Payouts

• Payouts processed monthly via Stripe Connect once Phase 2 is active.
• Minimum payout threshold: $25 USD. Balances below the threshold roll over to the next month.
• Detailed earnings dashboard with per-pool breakdown, per-track stats, and payout history.

We will notify all registered artists at least 30 days before Phase 2 launches.

Changes to Revenue Terms

Lesuto reserves the right to update revenue sharing terms (including the revenue split percentage, payout thresholds, and payout schedule) with at least 30 days written notice to artists. Continued use of the Service after the notice period constitutes acceptance of the updated terms. If you do not agree with the updated terms, you may remove your content and terminate this Agreement as described in Section 7.

5. Attribution & Credit

Lesuto Disco is built on the principle of mandatory attribution. We commit to the following:

• All commerce content that uses your tracks through the Service or Chameleon integration will display your artist name and track title.
• Attribution will include a link to your Lesuto Disco artist profile wherever technically feasible on the destination platform.
• You may specify preferred attribution formatting (e.g., stage name, project name) in your artist settings.
• We will make commercially reasonable efforts to ensure attribution is displayed prominently and is not obscured or hidden.

You agree that the platform may display your artist name, profile image, track titles, and profile link in any context where attribution is provided.

6. Representations & Warranties

By uploading content to the Service, you represent and warrant that:

• You are the sole owner of the content or have obtained all necessary rights, licenses, and permissions from all rights holders (including co-writers, producers, sample owners, and publishers).
• Your content does not infringe upon the intellectual property rights, privacy rights, publicity rights, or any other rights of any third party.
• You have the legal right and authority to enter into this Agreement and to grant the licenses described herein.
• All metadata and information you provide in connection with your content is accurate and not misleading.
• Your content complies with all applicable laws and regulations in your jurisdiction and in the United States.

7. Content Removal

You may remove your content from the Service at any time through your artist dashboard. Upon removal:

• Your content will be removed from public access on the Service within 24 hours of your removal request.
• Cached copies and CDN-distributed copies will be purged within 72 hours.
• The license granted to Lesuto under this Agreement will terminate, except as necessary for previously authorized commerce content uses to wind down gracefully (not to exceed 30 days).
• Derivative works created for Service operations (waveforms, fingerprints, analysis data) will be deleted within 90 days.
• We will make reasonable efforts to notify integrated platforms of the removal so they can update or replace the content in existing commerce content.

8. Chameleon Integration

Lesuto Chameleon is Lesuto Industries Corp's integrated commerce content platform. Through this integration, your tracks may appear in:

• Product Videos: Short-form videos showcasing products on e-commerce platforms, using your tracks as background music.
• Social Media Scenes: Platform-native content on Instagram, TikTok, YouTube Shorts, and similar platforms.
• Advertisements: Paid advertising content across various digital channels.
• Brand Content: Branded and sponsored content created by or for businesses using the Chameleon platform.

All Chameleon uses of your content are subject to the mandatory attribution requirements described in Section 5. Content is selected for Chameleon use based on automated matching algorithms that consider genre, mood, tempo, and brand affinity. You may opt out of Chameleon integration at any time in your artist settings, though doing so may reduce your content's visibility and potential revenue.

9. Term & Termination

This Agreement is effective from the date you create an artist account on the Service and continues until terminated by either party.

• Termination by Artist: You may terminate this Agreement at any time by deleting your artist account or by providing written notice to ops@lesutotechnologies.com.
• Termination by Lesuto: We may terminate this Agreement immediately if you breach any term of this Agreement or the Terms of Service, or upon 30 days written notice for any other reason.
• Effect of Termination: Upon termination, all licenses granted under this Agreement will terminate subject to the wind-down provisions in Section 7. Sections 6, 10, and any provisions that by their nature should survive termination will survive.

10. Indemnification

You agree to indemnify, defend, and hold harmless Lesuto Industries Corp, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

• Your breach of any representation, warranty, or obligation under this Agreement.
• Any claim that your content infringes or misappropriates the intellectual property rights or other rights of any third party.
• Your violation of any applicable law or regulation.
• Any third-party claim arising from the use of your content as authorized under this Agreement.

We will promptly notify you of any such claim and reasonably cooperate with your defense at your expense. We reserve the right to assume the exclusive defense of any matter subject to indemnification by you.