FanCastle Artist & User Content Upload and Participation Agreement

“User Content” includes music, recordings, videos, images, artwork, text, posts, profiles, messages, descriptions, merchandise designs and other material you submit, upload or make available through FanCastle. As between you and FanCastle, you retain all right, title and interest you hold in your User Content. Uploading, publishing, selling or sharing User Content does not transfer its ownership to FanCastle or Nexartis LLC (“Nexartis”).

You may own some, but not all, rights in a work. Recordings, compositions, samples, photographs, performances, trademarks and other elements may be controlled by different people or entities. This Agreement grants no rights you do not already possess. Some AI-generated elements may not qualify for copyright protection under applicable law; this Agreement does not create rights that do not otherwise exist.

Where User Content incorporates material owned or controlled by third parties, your ownership rights extend only to those elements in which you hold legally enforceable rights. Nothing in this Agreement transfers or expands rights belonging to another party.

FanCastle does not acquire ownership of your name, stage name, image, likeness, voice, persona, biometric attributes or other identity characteristics merely because you use the services. You authorize FanCastle to use the identity information you provide to identify you, display your profile, attribute your content and promote your authorized activities on the services and through reasonable associated marketing.

You must have appropriate permissions for the names, images, voices, performances, recordings, testimonials and other protected attributes of third parties included in User Content. You may not impersonate others, create unauthorized digital replicas or imply a third party’s endorsement without permission. FanCastle and Nexartis may not create an unrelated synthetic replica of you or use your identity to train an unrelated synthetic persona without your separate express consent.

You grant FanCastle a worldwide, non-exclusive, royalty-free (except as otherwise expressly provided in an applicable transaction or artist agreement), sublicensable license to host, store, reproduce, encode, adapt for technical presentation, display, perform, transmit, distribute, promote and make your User Content available as necessary to provide the FanCastle Services and fulfill activities you choose to enable, including artist pages, fan communities, memberships, purchases, events and authorized promotions. “Royalty-free” here means no separate license fee is payable merely for the platform’s technical use of content; it does not override agreed sales proceeds, creator payouts or other payment terms. This license continues for the duration of your participation in the FanCastle Services and, following termination or withdrawal, only to the extent necessary to fulfill or wind down existing authorized commercial commitments, preserve required records, and exercise rights that expressly survive under this Agreement.

FanCastle may sublicense these rights only to the extent reasonably necessary to operate the FanCastle Services, fulfill authorized commercial transactions, distribute or promote authorized Content, or engage service providers acting on FanCastle’s behalf. No sublicense may authorize uses materially beyond those permitted under this Agreement.

FanCastle may allow Nexartis and its hosting, technology, payment, fulfillment, marketing and other service providers to exercise these rights solely as reasonably necessary to deliver the authorized services. You remain free to exploit your User Content elsewhere, subject to any separate exclusive agreement you have validly entered into. FanCastle may display titles, thumbnails, excerpts, approved biographical information and related metadata to promote the relevant artist, content, offering or service.

Unless separately and expressly authorized, this Agreement does not permit FanCastle, Nexartis or their service providers to:

• train or develop unrelated AI or machine-learning models using your User Content;

• license your User Content as an unrelated training dataset or standalone data product;

• create a new digital replica of your voice or likeness;

• create merchandise based primarily on your content or persona beyond merchandise you expressly offer or authorize;

• imply your personal endorsement of an unrelated product, cause or organization;

• take ownership of your User Content or grant exclusive rights to it; or

• commercially license your User Content as a standalone work outside the FanCastle activity you authorized.

Artists may offer memberships, subscriptions, digital goods, merchandise, experiences, access privileges or other products through FanCastle. The artist or other identified seller is responsible for describing the offering, establishing lawful terms, obtaining required rights and fulfilling its obligations, except to the extent FanCastle expressly assumes those responsibilities. The applicable checkout, subscription, artist services, marketplace or other offer terms will identify pricing, renewals, cancellation rights, refunds, taxes, delivery and the seller or merchant of record. If an offering requires a separate artist agreement, that agreement must be accepted before the offering is enabled.

A fan’s purchase or subscription does not transfer ownership of artist content. Fans receive only the access or personal-use rights expressly described in the applicable offering. Unless the offering expressly permits it, fans may not redistribute, resell, publicly perform, scrape or commercially exploit artist content. FanCastle does not guarantee that a particular artist, offering or benefit will remain available indefinitely; prepaid and recurring commitments remain subject to applicable law and the terms disclosed at purchase.

Artists are responsible for delivering the products, content, access, experiences and other benefits they offer through FanCastle in accordance with the terms disclosed to purchasers. Where an artist fails to fulfill an offering, FanCastle may take reasonable corrective action, including suspending the offering, issuing refunds where authorized or legally required, adjusting amounts payable to the artist, or restricting further transactions, subject to applicable law and the governing commercial terms.

When FanCastle collects payments for an artist offering, the applicable artist or commercial agreement and disclosed transaction schedule will determine platform fees, third-party processing charges, refunds, chargebacks, taxes, allocations and amounts payable to the artist or other participants. No universal revenue percentage Split Sheet is created by this Agreement. FanCastle will provide commercially reasonable transaction and payout information for amounts it administers, subject to payment-provider reporting and applicable law.

FanCastle may delay a payout where reasonably necessary for fraud prevention, disputes, chargebacks, identity verification, sanctions screening, legal compliance or payment-provider requirements. A hold delays payment; it does not by itself forfeit an otherwise valid entitlement. Amounts properly payable will be released after the hold condition is resolved, subject to lawful offsets, refunds, chargebacks and applicable terms. FanCastle does not guarantee sales, audience growth, income or commercial success.

FanCastle will make available reasonable reporting concerning transactions, applicable fees, deductions, refunds, chargebacks and amounts payable to participating artists. Artists may request review of a material payment discrepancy, and FanCastle will provide a reasonable explanation or correction based on available transaction records. Any material correction affecting an artist’s payment entitlement will be reflected in the applicable transaction records and subsequent payment reporting.

You may make available material previously posted or distributed through third-party services only if you have the rights necessary for the proposed use and the method of access or transfer complies with applicable law and the third-party service’s terms. Ownership of a song or recording does not necessarily authorize downloading it from a streaming service, extracting it through an API or bypassing access controls. You may not use FanCastle to circumvent technological protection measures, scrape restricted services or obtain unauthorized copies.

You represent that your uploads and offerings do not conflict with record-label, publisher, distributor, collective-management, platform, sponsorship or other agreements binding you. You are responsible for obtaining rights in compositions, sound recordings, samples, artwork, performances and other materials, and for any required royalty reporting or payments unless FanCastle separately agrees in writing to administer them. FanCastle may restrict integrations or content where rights or platform permissions are uncertain.

FanCastle may decline, disable or discontinue any content importation or third-party integration where it reasonably determines that the activity may violate applicable law, third-party intellectual property rights, platform terms or technical access restrictions. FanCastle does not guarantee the continued availability of any third-party integration.

FanCastle and its authorized providers may make reasonable technical changes to User Content, including encoding, resizing, formatting, captioning, accessibility modifications, thumbnails, metadata preparation and display adaptation. They may create reasonable promotional previews and excerpts of content you make public or specifically designate for promotion. Such activities must remain connected to the services or offerings you authorized and do not permit material distortion or unrelated exploitation of your work.

FanCastle may offer AI-assisted features for content preparation, discovery, community management or other expressly described functions. Where an AI feature is authorized to publish, message, transact or otherwise act on your behalf, the scope of that authority, applicable limitations and any required approvals will be established and disclosed through the feature’s controls or applicable terms. You are responsible for reviewing and approving actions where approval is required; no feature should be understood to grant unlimited authority merely because it is enabled.

You must provide accurate information about AI-generated or materially manipulated content when requested and comply with applicable labeling, disclosure and transparency laws. You may not upload unlawful deceptive impersonations, unauthorized deepfakes or material that violates third-party rights. FanCastle may preserve or display provenance, disclosure and attribution metadata, but does not independently guarantee the truth of user-supplied claims unless expressly stated.

Where an AI agent is authorized to act on your behalf, its permitted activities will be limited to the scope of authority established through the applicable platform controls and permissions. Actions requiring your approval will not be treated as authorized merely because an AI feature has been enabled. FanCastle may maintain records of agent permissions, approvals and actions to support accountability, security and transaction integrity.

FanCastle may use technology licensed from Nexartis, including CubiCube® and the Nexartis Agentic Stack, to support identity, authorization, provenance, attribution, reputation, transaction records and accountable AI assistance. These systems may preserve information about content, permissions, approvals and transactions. You agree not to knowingly falsify or tamper with such records.

Nexartis owns its underlying platform technology and associated intellectual property. All enhancements, modifications, updates and derivative developments of the Nexartis Agentic Stack remain the intellectual property of Nexartis, including those developed specifically to support FanCastle. Neither this Agreement nor your participation transfers ownership of your User Content to Nexartis or grants you ownership of Nexartis technology. If you directly access Nexartis technology under a separate end-user license agreement (“EULA”), that EULA will govern such direct access; accepting this Agreement alone does not automatically make you a party to that EULA.

You represent that you have the legal capacity to enter this Agreement, have the rights and permissions necessary for your User Content and offerings, and will comply with applicable law and disclosed platform rules. You may not knowingly upload or offer material that infringes intellectual property, privacy, publicity, identity, likeness, contractual or other third-party rights; is unlawfully deceptive or defamatory; or violates applicable AI or synthetic-media disclosure requirements.

You will not engage in fraud, harassment, unauthorized access, malware distribution, scraping, manipulation of transactions or attribution records, or other conduct that compromises users or the services. If you are acting for a band, label, management company or other organization, you represent that you have authority to bind that organization. You must meet the minimum age requirements established by FanCastle and applicable law. Where participation by a minor is permitted, any required parental or guardian consent must be obtained before the minor accesses the applicable services or engages in commercial transactions.

FanCastle may remove, restrict or disable content or offerings in response to credible claims of infringement, privacy or publicity violations, unauthorized content imports, fraud, security risks or other violations. Where reasonably practicable and lawful, FanCastle will notify the affected user and provide an opportunity to respond. FanCastle will publish copyright notice-and-takedown procedures and a designated contact for rights complaints before launch, including procedures applicable under the Digital Millennium Copyright Act where relevant.

You may stop participating and request withdrawal of User Content from future use, subject to outstanding purchases, subscriptions, licenses, promotions, fulfillment obligations, disputes and other binding commitments already made. Content not committed to such obligations should be removed from future public use within a commercially reasonable period. Existing lawful commitments may continue only to the extent and duration reasonably necessary to perform or wind them down; FanCastle may not enter new unrelated commitments for withdrawn content without authorization.

FanCastle may suspend or terminate affected content, accounts, offerings or payment functions when reasonably necessary to enforce this Agreement, comply with law, address credible claims or protect users and systems. Restrictions should be proportionate where practical. Account closure does not automatically extinguish accrued payment rights, existing contractual obligations or lawful record-retention requirements.

Where an artist terminates participation while subscriptions, purchases or other commercial commitments remain outstanding, FanCastle may take reasonable measures to fulfill, transition, refund or wind down those commitments in accordance with applicable law and the terms disclosed to affected users.

Termination or suspension of an artist’s account will not, by itself, extinguish the artist’s right to retrieve eligible User Content and creator data under Section 11. Except where prohibited by law or reasonably necessary to address security, fraud or other serious violations, FanCastle will provide a reasonable opportunity to export such information before permanent account closure.

You are responsible for User Content you submit, the rights you claim, and your material breaches of this Agreement. To the extent permitted by law, you agree to defend and indemnify FanCastle and Nexartis, and their respective officers, managers, members, employees and agents, against third-party claims, damages and reasonable expenses (including attorneys’ fees) arising from your infringement of third-party rights, unlawful User Content or material breach of your representations or obligations. This does not make you responsible for FanCastle’s or Nexartis’ unauthorized use of your content outside the rights granted here.

FanCastle will provide reasonably prompt notice of an indemnifiable claim, subject to applicable law. The indemnifying party may participate in the defense of the claim through qualified counsel reasonably acceptable to FanCastle. No settlement imposing liability, admitting wrongdoing or requiring action by FanCastle or Nexartis may be entered into without the affected party’s prior written consent, which will not be unreasonably withheld.

The FanCastle Services are provided subject to applicable law and any non-waivable consumer protections. FanCastle does not guarantee uninterrupted service, particular audience or financial results, or the accuracy of third-party content or offerings. To the maximum extent permitted by law, FanCastle and Nexartis disclaim liability for indirect, incidental, consequential, special, exemplary or punitive damages, including lost profits or business opportunity, arising from use of the services. Nothing in this Agreement limits liability that cannot legally be limited. To the maximum extent permitted by law, FanCastle’s aggregate liability arising from or relating to this Agreement or the FanCastle Services will not exceed the greater of (i) the total fees paid by the claimant to FanCastle during the twelve (12) months preceding the event giving rise to the claim or (ii) one hundred dollars ($100).

This Agreement will be governed by the laws of the State of New York, without regard to its conflict-of-law principles, except where applicable law requires otherwise. Before commencing formal proceedings, the parties will attempt in good faith to resolve disputes through written notice and discussion for thirty (30) days. Subject to applicable law, any legal proceeding arising from this Agreement will be brought in the state or federal courts located in New York County, New York, and the parties consent to the jurisdiction of those courts.

FanCastle, Nexartis and users may seek appropriate injunctive relief where legally available to protect intellectual property, privacy, confidentiality, platform security or other rights that cannot adequately be protected by damages alone.

This Agreement governs ownership and licensing of User Content and general participation in FanCastle. A separate artist services agreement, marketplace offering, checkout or subscription schedule governs the specific commercial terms of an offering. The FanCastle Privacy Notice governs described personal-information practices, subject to applicable law. A separate Nexartis EULA governs direct access to Nexartis technology when separately accepted. Where terms conflict, the more specific agreement controls its assigned subject, but no later policy change alone may transfer ownership of User Content or retroactively eliminate an accrued payout entitlement.

No subsequent policy, commercial schedule or unilateral modification of FanCastle’s terms may materially diminish the creator’s rights to access and export eligible User Content and creator data under Section 11 without the creator’s express agreement, except as required by applicable law.

Nexartis is an intended third-party beneficiary solely of provisions protecting Nexartis technology, intellectual property, security, identity, authorization, provenance, attribution and relevant transaction integrity, and may enforce those protections. This does not make Nexartis the owner of User Content or a party responsible for FanCastle’s artist offerings merely by providing licensed technology.

By clicking “I Agree,” you confirm that you have read and agree to this Artist & User Content Upload and Participation Agreement. You retain the rights you have in your User Content; FanCastle receives the limited permissions described here; and separate offering, payment, privacy or direct-platform terms apply when relevant and properly presented.