Distribution Service Agreement

Parties

Version 1.0 (September 22, 2026)

This English text is a translation provided for convenience. Where it differs from the Chinese version, Article 14.5 applies.

Parties:

Sing Chuang Music Inc. (Taiwan Unified Business No. 62151397; registered address: 2F, No. 12, Zhouzi St., Neihu Dist., Taipei City 114, Taiwan; Representative: Ruby Tso) ("Party A")

and

[Creator's name / artist name / company name as submitted on the Platform] ("Party B")

Party A provides digital music distribution services to Party B under the product "Mouta Studio" (including app.moutastudio.com, portal.moutastudio.com and their back-ends, collectively the "Platform"), delivering the musical works submitted by Party B to streaming platforms and digital service providers ("DSPs") through the Distributor. The parties agree as follows:

Article 1. Definitions

1.1 "Licensed Content" means the musical works, sound recordings, audiovisual works and related works (including but not limited to cover art, lyrics, artist bio and promotional text) submitted, uploaded or otherwise provided by Party B to Party A via the Platform for distribution.

1.2 "Distribution Service" means the service by which Party A engages the Distributor to deliver the Licensed Content, in DDEX or another industry-standard format, to the DSPs selected by Party B, and to obtain and pass through the related sales and streaming reports and royalties.

1.3 "Net Royalty Income" means the royalties generated by the Licensed Content that actually reach Party A (acting as Party B's collection agent), after deductions by the DSPs under their agreements with the Distributor and after deductions by the Distributor under its agreement with Party A. The 10% referred to in this Agreement is calculated on the Net Royalty Income as defined in this Article 1.3.

1.4 "Settlement Cycle" means the cycle on which the Distributor settles royalties for the Licensed Content with Party A, as actually applied by the Distributor. Party A shall publish the current Settlement Cycle on the Platform and shall notify Party B of any change to it.

1.5 "Track" means an individual sound recording submitted by Party B, identified by the identity of the recording. Resubmission, re-release, metadata changes or remastering of the same recording are the same Track. Different recordings of the same composition and lyrics (such as re-recordings, remixes or live versions) are different Tracks, but remain subject to the restriction in Article 2.2.

1.6 "Platform Category" means the classification under which the Distributor, under its agreement with Party A, applies different settlement rates to different DSPs. There are currently three categories: direct licensing deals (SOBO), standard DSPs, and UGC / Content ID platforms. The list of DSPs in each category and the Distributor's current deduction rates are published by Party A on the Platform and form part of this Agreement; changes to them are governed by the second paragraph of Article 3.3, and Article 14.3 does not apply.

1.7 "Distributor" means the digital music distributor engaged by Party A to deliver the Licensed Content to DSPs, currently LabelGrid, or any other distributor Party A subsequently designates under Articles 9.3 and 11.1.

1.8 "Ledger" means the provenance system provided by Party A to record Party B's creative process within the Service.

1.9 "Terms of Service" and "Privacy Policy" mean, respectively, the Mouta Studio Terms of Service and the Mouta Studio Privacy Policy published by Party A on the Platform; the "Service" means Mouta Studio and all services included in its subscription plans.

Article 2. Grant of License

2.1 For each Track Party B submits, Party B grants Party A, during that Track's Exclusivity Period, an exclusive license, which Party A may sublicense to the Distributor as necessary to perform this Agreement, allowing Party A and the Distributor, for the purpose of the Distribution Service, to reproduce, publicly transmit and distribute that Track, and to adapt it as required by DSP specifications (limited to technical adaptation such as format conversion or metadata adjustment). This exclusivity extends only to the individual Tracks Party B has submitted, and not to Party B's other tracks or future works; Party B remains free to distribute any track it has not submitted to the Platform through any other distributor or platform without restriction under this Agreement, except as provided in the second paragraph of Article 2.2.

The "Exclusivity Period" runs from the date Party B submits a distribution application for the Track until the date the Track is actually removed from all DSPs; any period during which Party A temporarily takes the Track down under Article 6.1 or Article 7.1 does not interrupt the Exclusivity Period. The Exclusivity Period ends on the earliest of the following:

(1) the date the Track is actually removed from all DSPs;
(2) the date Party A refuses to accept or release the Track under Article 4.2;
(3) the date Party B withdraws its distribution application before the Track is released;
(4) the date on which 90 days have passed since the distribution application was submitted without the Track having been released on any DSP;
(5) the date on which 90 days have passed since Party B gave a takedown notice under Article 9.2; provided that, for any individual DSP from which the Track has not yet been removed, Party B shall not deliver the Track to that DSP through any other channel until removal from that DSP is complete.

2.2 During the Exclusivity Period, Party B shall not deliver the Track (including the same sound recording) to any DSP through another distributor or platform, in order to avoid duplicate-delivery issues such as DSP takedowns, Content ID conflicts or royalty miscalculation.

During the Exclusivity Period, Party B also shall not release other recordings of the same composition and lyrics (including but not limited to re-recordings, remixes and live versions) through another distributor or platform; however, Party B may release such versions through the Platform under this Agreement. For the avoidance of doubt, this restriction is a contractual obligation of Party B and not a grant of copyright; Party A acquires no copyright license in such other versions, and Article 12.1 is unaffected.

If Party B wishes to distribute through another channel, it must first take the Track down under this Agreement; once the Exclusivity Period has ended, this Article no longer applies.

2.3 Territory: worldwide, with actual delivery determined by the target markets and DSP list Party B selects at submission.

2.4 License term and subscription status: the Distribution Service is provided on condition that Party B maintains an active Mouta subscription plan (including the 14-day trial). If Party B's trial ends without converting to a paid subscription, or a paid subscription expires without renewal (either, a "Non-Subscription State"), the Licensed Content may remain live for up to 1 year from the date the Non-Subscription State begins (the "Retention Period").

The Retention Period is counted cumulatively for each Track and may not exceed 1 year in total. If Party B resumes its subscription during the Retention Period, the license is unaffected and the Track need not be resubmitted; if Party B later re-enters a Non-Subscription State, the Retention Period continues from the days already used and does not restart. The cumulative days continue to accrue, and are not reset, if the Track is taken down, resubmitted or re-released.

If the cumulative Retention Period expires while Party B remains in a Non-Subscription State, Party A may, after giving notice under Article 2.5, take the Track down from all DSPs, and the license under Article 2.1 terminates as to that Track.

However, if the Net Royalty Income for the Track received by Party A from the Distributor during the 12 months before the cumulative Retention Period expires totals US$10 or more, Party A may elect to keep the Track live and shall calculate, withhold and pay its royalties under Article 3; if Party A so elects, it shall notify Party B by email before the cumulative Retention Period expires. Thereafter, if the Net Royalty Income for the Track received by Party A from the Distributor over any consecutive 12 months totals less than US$10, Party A may take it down after giving Party B 30 days' notice by email; the second and fourth paragraphs of Article 2.5 apply mutatis mutandis to that notice. While Party A keeps the Track live, Party B may still request a takedown at any time under Article 9.2.

2.5 When Party B enters a Non-Subscription State, Party A shall notify Party B by email of its subscription status and the number of days remaining in the cumulative Retention Period, and shall send a further email reminder at least 30 days before the cumulative Retention Period expires. Party A shall keep records of the sending and delivery status of these notices for 7 years.

A notice that bounces, or that Party A knows was not delivered, is not effective; Party A shall give the notice again through another notification channel provided by the Platform.

If Party A has not performed its notice obligations under this Article, it may not take the Track down under the preceding Article. If Party A gives notice again, a new 90-day Retention Period begins on the date of that notice, after which Party A may take the Track down under the preceding Article.

The allocation of risk in Article 5.4 does not apply to notices under this Article.

Article 3. Service Fees and Royalties

3.1 Nature of the royalty and withholding at source
Under §5.2 of the Terms of Service, Party B shall pay a perpetual royalty equal to 10% of the royalty income from musical works created using the Service. For Tracks released under this Agreement, Party A withholds 10% of the Net Royalty Income at source when the Distributor settles; Party B's payment obligation under Terms of Service §5.2 for that royalty income is deemed fully performed, and Party B need not separately report or pay it.

3.2 Scope of withholding at source
Party A accepts distribution applications only for works created using the Mouta DAW / the Service; by submitting a distribution application, Party B confirms that the Track was created using the Service.

Withholding at source under Article 3.1 applies only to royalty income generated while the Track is live under this Agreement. Royalty income generated after the Track is taken down, and royalty income from works Party B created using the Service but did not distribute through the Platform, remain subject to Terms of Service §5.2, to be reported and paid by Party B, and are not affected by termination of this Agreement.

3.3 Service fee, Distributor deductions and quota
The Distribution Service fee is included in Party B's Mouta subscription plan, and Party A does not charge Party B any separate fixed fee for the Distribution Service. This "no separate charge" does not affect the 10% under Article 3.1, and does not extend to add-on services that Party B chooses to purchase and whose prices Party A has published on the Platform.

However, the Distributor, under its agreement with Party A, deducts distribution fees at different rates for different Platform Categories (currently: SOBO direct deals 0%, standard DSPs 5%, UGC / Content ID platforms 20%). These deductions occur before the Net Royalty Income under Article 1.3 is determined and are already reflected in it. Party A shall publish on the Platform the current rate for each Platform Category and the list of DSPs it covers. If the Distributor changes these rates, or the list of DSPs covered by a Platform Category changes, the change is reflected in the Net Royalty Income from the date it takes effect at the Distributor; Party A shall update the published information and notify Party B by email within 14 days of becoming aware of the change, and Party B, if it does not agree, may request a takedown under Article 9.2.

The number and frequency of releases under the Distribution Service are governed by the quota in Party B's subscription plan. Quota Party B has already obtained in a given subscription period is not reduced by a plan change; any downward adjustment of quota applies only to new subscription periods beginning after the adjustment takes effect.

3.4 Order of calculation
Royalties are calculated and paid in the following order:
(1) the amount payable by the DSP, less deductions at the DSP;
(2) less deductions by the Distributor under its agreement with Party A — the result is the Net Royalty Income under Article 1.3;
(3) less the 10% withheld at source under Article 3.1;
(4) less any tax Party A is required by law to withhold (if any, under Article 3.9);
(5) less bank charges for cross-border remittance (if any).
The balance is the amount Party A actually pays Party B. Worked examples of the commission are set out in Appendix 1.

3.5 Payment deadline and Distributor non-settlement
Party B's right to royalties for each Settlement Cycle is subject to the condition precedent that Party A actually receives that cycle's settlement from the Distributor; Party A shall pay within 60 days of receipt, by the method Party B has registered on the Platform. Royalties are calculated in US dollars; where payment is made in another currency, it is converted at the exchange rate applied by the payment service provider at the time of payment.

If the Distributor fails to settle on time, underpays or is unable to settle, Party A shall use reasonable efforts to recover the amount from the Distributor, keep Party B informed of progress, and pay under this Article upon actual recovery; Party A may not rely on the Distributor's non-settlement to release itself from this recovery obligation.

3.6 Minimum payment threshold
If the amount payable to Party B in a single Settlement Cycle is less than US$50, it is carried forward and paid together with the next Settlement Cycle.

On termination of this Agreement, regardless of the reason for or the party effecting termination, Party A shall pay all accumulated amounts below the threshold in the next Settlement Cycle. Remittance fees are borne by Party B, except where termination results from Party A's operational changes under Article 9.3 or force majeure under Article 16, in which case they are borne by Party A.

If such an amount is less than the cost of remittance, Party A shall notify Party B by email of the amount and the ways in which it can be received, and Party B may request payment at any time; Party A may not claim that the amount has been extinguished or belongs to Party A because this Agreement has terminated or Party B has not collected it.

Party B may also request early payment of accumulated amounts below the threshold at any time, with remittance fees borne by Party B; Party A may likewise pay them in one lump sum at any time on its own initiative.

3.7 Statements and objections
Within 60 days of receiving each cycle's settlement from the Distributor, Party A shall make available on the Platform a royalty statement setting out, for each DSP and territory, the number of plays or downloads, unit rates, an itemized breakdown of deductions (showing the Distributor's deduction rate and amount separately for each Platform Category), and the calculation under each item of Article 3.4. Details such as the number of plays or downloads and unit rates are limited to the data Party A obtains from the Distributor; where Party A cannot obtain the Distributor's deduction rate and amount from the Distributor, it shall calculate and show them using the rates published under Article 3.3.

Party B may raise a written objection within 90 days of the date the statement is made available; if no objection is raised within that period, the statement for that cycle is deemed accepted, except in cases of intent or gross negligence on the part of Party A.

Once per year, at its own cost and on 30 days' prior notice, Party B may appoint a certified public accountant to audit the settlement records relating to its Licensed Content. If the audit shows that Party A underpaid, compared with the total payable shown in Party A's statements for the audited period, by more than 5% and by more than US$500, Party A shall bear the reasonable cost of the audit; where the audit confirms that Party A underpaid, Party A shall also pay the shortfall in the next Settlement Cycle.

3.8 Payment details, delay in acceptance and dormant funds
Party B shall provide and maintain accurate payment account information in the manner designated by Party A. If payment cannot be completed because Party B's information is inaccurate or out of date, this constitutes a delay in acceptance by Party B, and Party A owes no interest during the delay; once Party B corrects the information, Party A shall make the payment in the next Settlement Cycle, and may deduct from that payment any resulting remittance and returned-payment fees.

Party A shall notify Party B to correct its information by email and through another notification channel provided by the Platform at 30 days, 6 months and 12 months after payment first fails, and shall keep records of these notices. Notices given by Party A under this Article constitute notice of readiness to perform within the meaning of the proviso to Article 235 of the Civil Code.

If Party B has not corrected its information 6 months after the last notice, Party A may deposit the amount with the competent authority on Party B's behalf under Article 326 of the Civil Code; upon deposit, Party A's obligation to pay that amount is extinguished.

Party A may not claim that any amount belongs to Party A, or that Party B has waived it, on the ground that Party B has not collected it.

3.9 Tax withholding
Where Party A is required under the tax laws of the Republic of China (Taiwan) to withhold or collect tax on amounts payable to Party B, it shall provide a withholding certificate or equivalent proof after withholding. Party B shall provide proof of its tax residence and identity; if Party B fails to do so or provides false information, Party A will apply the rate for non-residents. If Party B is entitled to a reduction or exemption under a tax treaty, Party B shall apply for it and provide the necessary documents.

Where the tax authority determines, or a certified public accountant appointed by Party A confirms, that the tax Party A withheld exceeds the amount legally required: if the excess has not yet been paid to the treasury, Party A shall refund it to Party B in the Settlement Cycle following confirmation; if it has already been paid to the treasury, Party A shall apply for the refund on Party B's behalf or assist Party B in doing so, and shall pay it to Party B in the Settlement Cycle following actual receipt of the refund. These obligations of Party A are not released because Party B has not applied for a refund itself.

3.10 Royalties during a Non-Subscription State
While Party B is in a Non-Subscription State under Article 2.4 but the Licensed Content remains live under Article 2.4, the royalties it generates continue to be calculated under Article 3 and paid to Party B in full, and are not suspended or withheld because of subscription status. Party A may not take Tracks down on the ground that Party B is not subscribed, except under Articles 2.4 and 2.5; nor may Party A refuse or delay payment of royalties already generated on that ground.

3.11 Subsequent recovery by DSPs or the Distributor
Where a DSP or the Distributor recovers or claws back royalties already settled, or imposes a charge in respect of a specific Track, because of artificial streaming, fraud, duplicate billing, a rights dispute or any other settlement error, Party A may, after notifying Party B by email and providing the relevant notice or statement from the DSP or Distributor, deduct the amount relating to that Track from royalties subsequently payable to Party B (whether or not generated by that Track); to the extent Party A has already paid that amount to Party B, it is treated as an overpayment. Party B may raise a written objection to such a deduction within 90 days of receiving that notice, and the second paragraph of Article 3.7 applies mutatis mutandis.

Appendix 1. Worked examples of the commission (excluding tax; tax is governed by Article 3.9 and applicable tax law)

Based on US$100 after DSP deductions:

Article 4. Party A's Representations and Warranties

4.1 Party A shall use commercially reasonable efforts, in accordance with this Agreement and the Distributor's requirements, to deliver the Licensed Content to the agreed DSPs.

4.2 Party A reserves the right to review whether the Licensed Content complies with the Platform's policies (including copyright declarations, AI-use disclosure and content policy), and may refuse or suspend the release of non-compliant Licensed Content.

4.3 Where a license from, and remuneration to, a copyright collective management organization is required to market the Licensed Content, Party A or the Distributor shall handle and bear it, without affecting the royalties due to Party B under Article 3.

4.4 Nature and limits of the Ledger
Through the Ledger, Party A provides a technical record of Party B's creative process (such as edit history, the degree of AI involvement and materials used), solely as reference evidence of Party B's creative process, consistent with Article 7 of the Terms of Service. Party A makes no warranty as to: (1) whether the work reflected in the record constitutes a "work" under copyright law, or whether the proportion of human creative involvement meets the threshold for copyright protection (law and practice on copyright in AI-assisted works are not yet settled); final determination of ownership and of whether copyright exists rests with the courts or competent authorities having jurisdiction; or (2) whether the Licensed Content submitted by Party B infringes any third party's copyright or other rights — Party B remains responsible for its warranties and indemnity under Article 5, and the Ledger record neither constitutes nor affects Party B's warranty obligations under Article 5. Party A bears no legal liability to Party B or any third party, by reason of providing the Ledger, as to whether copyright in the Licensed Content exists or whether it infringes.

Article 5. Party B's Representations and Warranties

5.1 Party B warrants that it is the lawful copyright owner of the Licensed Content, or has obtained the copyright owner's lawful authorization to submit and license it under this Agreement. Where all or part of the Licensed Content is owned by a third party, Party B warrants that it has obtained a valid sublicense and bears full legal responsibility for it, and Party A shall bear no liability in this regard.

5.2 Party B warrants that the Licensed Content does not infringe any third party's copyright, trademark, right of publicity or other rights. If Party A becomes subject to any third-party claim, dispute, litigation or loss arising from the Licensed Content, Party B shall be responsible for resolving it and shall indemnify Party A for resulting losses.

(Freeze) Party A may suspend payment of royalties up to the amount claimed by the third party, and shall notify Party B in writing within 7 days, stating the third party, the substance of the claim and the amount frozen. Party B may object within 14 days. The amount frozen may not exceed the amount claimed by the third party and may not extend to royalties from other Tracks. If Party A has not commenced litigation or reached a settlement regarding the dispute within 12 months after the freeze began, it shall release the frozen amount.

(Deduction) Party A may deduct amounts from royalties payable to Party B only in any of the following cases: (1) a final and binding judgment; (2) a settlement agreed to by Party B in writing; or (3) Party B's written admission. Recoverable losses include Party A's reasonable attorneys' fees and litigation costs.

(Participation in defense) Party A shall notify Party B in advance of any proposed settlement with the third party; Party B may participate in the defense and appoint counsel at its own cost. Settlement amounts not agreed to by Party B in writing may not serve as a basis for deduction.

Except as provided above, Party A waives its right of set-off under Article 334 of the Civil Code and agrees that this Article constitutes a special agreement between the parties prohibiting set-off within the meaning of the proviso to Article 334 of the Civil Code; however, deductions from amounts payable that this Agreement expressly permits (including under Articles 3.4, 3.6, 3.8 and 3.11), and corrections of amounts already overpaid by Party A, are not subject to this waiver.

5.3 Disclosure of AI-generated content
Where the Licensed Content contains, in whole or in part, content generated using artificial intelligence (AI) technology (including but not limited to lyrics, composition, recordings, vocals or other related content, "AI-Generated Content"), Party B shall accurately disclose this at submission and warrants that the rights information it provides is accurate and complete. Where the Licensed Content is taken down, restricted, suspended from settlement or becomes subject to any dispute because Party B failed to disclose accurately, mislabeled it or violated Platform policy, Party B shall bear sole responsibility, and Party A shall bear no liability in this regard.

5.4 Party B warrants that the contact information registered on the Platform is its point of contact for receiving notices. Party B is responsible for any loss resulting from its failure to receive Party A's notices because that information is inaccurate.

5.5 Minor creators
The Distribution Service is available only to persons aged 18 or over. Party B shall truthfully enter its date of birth when submitting a distribution application and is responsible for the truth of that entry.

A person under 18 may apply to Party A on a case-by-case basis. Party A will accept that person's distribution applications only after Party B's legal representative (parent or guardian) has completed the consent process in their own separate capacity and Party A has confirmed it; this Agreement takes effect as to Party B from that time. Without that process, Party A will not accept the distribution application.

If Party B is under 18 and has not obtained its legal representative's consent through that process, Party A may refuse to accept the distribution application, or may suspend or terminate this Agreement after acceptance, and Party A bears no liability for damages in doing so; however, royalties already generated will still be settled and paid under Article 3.

(Withdrawal) The legal representative may withdraw consent at any time by written or email notice to Party A. Party A shall take the Licensed Content down and terminate this Agreement within 30 days of receipt; royalties already generated will still be settled and paid under Article 3, and the account will be handled under Article 12 of the Privacy Policy.

(Status of the legal representative) In giving consent, the legal representative also declares that they have read the full text of this Agreement. The legal representative is not jointly and severally liable for obligations under this Agreement.

Article 6. Dispute Handling

6.1 If Party A receives notice from a third party that Party B's Licensed Content allegedly infringes, Party A may first take down the disputed content in accordance with the DSP's or Distributor's policies, and shall notify Party B by email.

6.2 If Party B, after receiving the notice under Article 6.1, believes there is no infringement, it may submit an explanation and supporting evidence, and Party A will decide after review whether to reinstate the content.

The provisions of Article 7.1 on the notice deadline, the content of the notice, Party B's objection period, Party A's response deadline, and reinstatement and payment of amounts suspended during the suspension period once no infringement is found, apply mutatis mutandis to Article 6.1 and this Article; however, where the third party's dispute remains unresolved, suspension and release of amounts are governed by Article 6.3.

6.3 Party A and the Distributor may suspend payment of royalties generated by the disputed content until Party B and the notifying party reach a written agreement or the true rights holder is determined through legal proceedings; the amount suspended and the related notice are also subject to the (Freeze) paragraph of Article 5.2.

If the dispute remains unresolved more than 12 months after the suspension began, Party A shall deposit the amount with the competent authority for Party B and the notifying party under Article 326 of the Civil Code, or release it to Party B; upon deposit, Party A's obligation to pay that amount is extinguished.

The amount suspended is limited to royalties generated by the disputed content and may not extend to Party B's other Tracks.

Article 7. Handling of Irregularities

7.1 If Party A, the Distributor or a DSP detects any irregularity in the use of the Licensed Content (including but not limited to bot traffic, fraudulent plays or other conduct in violation of policies published on the Platform), Party A may suspend settlement, take down the Licensed Content or restrict account privileges.

Within 7 days of taking such action, Party A shall notify Party B by email, stating the grounds and evidence relied on. Party B may submit an explanation and supporting evidence within 30 days, and Party A shall respond within 14 days of receipt and decide whether to restore the previous position.

If it is established that there was no irregularity, Party A shall reinstate the content and pay the amounts received from the Distributor but withheld during the suspension period.

In serious cases, Party A may terminate this Agreement immediately without prior demand, and the cure procedure in Article 8.1 does not apply.

Article 8. Breach

8.1 If Party B breaches this Agreement or applicable law, rendering Party A unable to perform its obligations or causing loss to Party A, the Distributor or a DSP, Party A may notify Party B in writing or by email to cure within a specified period; if Party B fails to cure in time, Party A may terminate this Agreement and claim damages from Party B.

If Party A breaches this Agreement and Party B suffers loss as a result, Party B may notify Party A in writing or by email to cure within a specified period; if Party A fails to cure in time, Party B may terminate this Agreement and claim damages for its loss.

8.2 Limitation of liability
Except in cases of intent or gross negligence on the part of Party A, or where mandatory law provides otherwise, Party A's liability to Party B for damages under this Agreement is limited to the greater of the total subscription fees Party B paid for the Service (including through a payment service provider) in the 12 months before the loss occurred, or US$100. This Article does not affect any of Party A's payment obligations under Article 3.

Article 9. Term and Termination

9.1 This Agreement takes effect on the date Party B completes the consent process on the Platform; if Party B is under 18, it takes effect, under Article 5.5, on the date Party A confirms the legal representative's consent.

This Agreement terminates on the occurrence of any of the following, or of any other ground for termination set out in this Agreement:
(1) Party B takes down all Licensed Content under Article 9.2;
(2) the parties agree to terminate;
(3) Party A terminates for Party B's breach under Article 8.1, or terminates immediately in a serious case under Article 7.1;
(4) Party A terminates due to operational changes under Article 9.3;
(5) all Licensed Content has been taken down under Article 2.4, Article 9.2 or any other provision of this Agreement;
(6) termination under Article 5.5 because the legal representative's consent was not obtained or was withdrawn;
(7) Party B terminates under Article 14.3 because it does not agree to an update of the terms;
(8) either party terminates under Article 16 because a force majeure event has continued for more than 90 days.

9.2 Party B may at any time notify Party A to take down all or part of its Licensed Content; if all remaining Licensed Content is taken down, this Agreement terminates under item (1) of Article 9.1, with the termination date being the date Party A submits the request to the Distributor to take down all of it. Party A shall submit a takedown request to the Distributor within 10 business days of receiving the notice; the time at which the content is actually removed from each DSP depends on that DSP's processing schedule and is outside Party A's control, but Party A shall keep Party B informed of progress.

9.3 Party A may terminate this Agreement under Article 8.1 for Party B's breach. If Party A needs to terminate or amend this Agreement due to operational changes to the Platform (such as a change of Distributor), it shall give Party B 60 days' prior notice in writing or by email and shall assist Party B in transitioning to subsequent arrangements.

9.4 Where Licensed Content is taken down under Article 2.4, the license under this Agreement as to those Tracks terminates accordingly.

9.5 Termination of this Agreement does not affect the following:
(1) the royalty obligation under Terms of Service §5.2 referred to in Articles 3.1 and 3.2;
(2) the provisions of Article 3 on the calculation, settlement, payment, statements and objections, minimum payment threshold, dormant funds, tax withholding and subsequent recovery of royalties already generated (Articles 3.4 to 3.11);
(3) the indemnity and restriction on set-off in Article 5.2, and the limitation of liability in Article 8.2;
(4) the provisions of Article 6 on suspension, release and deposit of disputed amounts;
(5) the confidentiality obligations in Article 10;
(6) Article 10-1 on the collection, processing, use and international transfer of personal data;
(7) the use of marketing materials and Party B's right to request removal under Article 12.2;
(8) Article 13 on governing law and jurisdiction;
(9) the provisions of Article 14 on precedence, entire agreement, severability, language and contact information;
(10) Article 15 on complaints and dispute resolution;
(11) data export under Article 9.6; and
(12) any other provisions which by their nature are intended to survive termination of this Agreement.

9.6 Throughout the term of this Agreement, Party A shall continuously provide a function allowing Party B to export all its work files and Ledger records (.llg), and shall keep that function available for at least 30 days after termination of this Agreement. If Party B's account is suspended, Party A shall still provide a means of export. On termination of this Agreement, Party A shall notify Party B by email of the period during which the export function remains available.

Article 10. Confidentiality

10.1 Each party shall keep confidential any non-public information of the other party learned in the course of performing this Agreement and shall not disclose it to unrelated third parties, except where required by law, where the information has become publicly known, or where Party B makes a necessary disclosure to obtain legal advice, to file a complaint with a competent authority, or in legal proceedings.

Article 10-1. Collection, Processing, Use and International Transfer of Personal Data

For the purposes of providing the Distribution Service and settling royalties, Party A collects and processes Party B's name / artist name, contact details, likeness and bio, payment account information, and metadata relating to the Licensed Content.

Party B agrees that Party A may transfer such data, to the extent necessary for those purposes, to the Distributor, DSPs and payment service providers; the countries or regions in which these recipients operate are set out in Articles 5 and 11 of the Privacy Policy.

Period of use: from the time Party B submits a distribution application until the Licensed Content has been removed from all DSPs and final settlement is complete; the retention period is the longer of the period set out in this Agreement and the period required by law.

Consequence of not providing data: if Party B does not provide such data, Party A cannot provide the Distribution Service, complete royalty settlement or carry out tax withholding as required by law.

The rights Party B may exercise in respect of its personal data, and how to exercise them, are governed by Article 3 of the Personal Data Protection Act and the Privacy Policy.

If Party A assigns the distribution arrangement to a new distributor under Article 11.1, it shall notify Party B 60 days in advance and ensure that the new distributor assumes equivalent personal data protection obligations.

Article 11. No Assignment

11.1 Neither party may assign its rights or obligations under this Agreement, in whole or in part, to a third party without the other party's written consent; provided that Party A may assign this Agreement to its affiliates, or, upon changing distributors, assign the distribution arrangement under this Agreement to the new distributor, without affecting Party B's rights under this Agreement.

Article 12. Ownership of Intellectual Property

12.1 Except for the license expressly granted to Party A under this Agreement, all copyright in the Licensed Content remains with Party B. Party A obtains, for each individual Track, only a limited license within the scope defined in Article 2.1 as necessary for the Distribution Service, and does not acquire copyright or other intellectual property rights in the Licensed Content by virtue of this Agreement; nor does that license extend to Party B's other tracks or future works.

12.2 Party B agrees that Party A may use Party B's name / artist name, likeness, bio and excerpts of the Licensed Content (such as cover art and preview clips) for the purposes of the Distribution Service and marketing, on Mouta-related websites, social media and the Distributor's back-end.

After termination of this Agreement, Party A shall not use such content in newly produced marketing materials.

Party B may at any time request that Party A stop using or remove marketing content already published. Within 30 days of receiving the request, Party A shall remove the relevant content from media under its control (including Mouta websites, apps and Party A's own social media accounts) and stop running advertisements containing it; for content that has been disseminated to third-party platforms or media reports, reposted by others, or cached or archived beyond Party A's control, Party A shall use reasonable efforts to request removal but is not responsible for the result.

The preceding paragraph does not affect lawful use made by Party A before receiving the request.

Article 13. Governing Law and Jurisdiction

13.1 The execution, validity and interpretation of this Agreement are governed by the laws of the Republic of China (Taiwan), without prejudice to the consumer protection Party B enjoys under the mandatory rules of its place of habitual residence.

13.2 Disputes arising from this Agreement may be brought before the Taiwan Taipei District Court as the court of first instance, without excluding any other court having jurisdiction under law, and without prejudice to any jurisdictional rights Party B enjoys under Article 47 of the Consumer Protection Act, the mandatory rules of the law of Party B's domicile, or any other law.

Article 14. Miscellaneous

14.1 This Agreement constitutes the entire agreement between the parties regarding the Distribution Service and supersedes any prior oral or written promises or agreements between them regarding the Distribution Service. The Terms of Service and the Privacy Policy remain in effect and are not affected or superseded by this Agreement; where they are inconsistent with this Agreement, Article 14.7 applies. Advertising content published by Party A regarding the Service continues to constitute obligations of Party A under Article 22 of the Consumer Protection Act and is not affected by this Article.

14.2 If any provision of this Agreement is held by law or judgment to be invalid, voidable, illegal or unenforceable, the remaining provisions remain in effect.

14.3 Amendments to this Agreement require the agreement of both parties, made in writing or electronically, except for updates to the terms required by adjustments to the Platform's services made by Party A. For such updates, Party A shall notify Party B by email 30 days before they take effect. If Party B does not agree, it may terminate this Agreement before the effective date without losing its remaining entitlement under the cumulative Retention Period in Article 2.4.

14.4 The parties agree that a binding electronic signature or the Platform's online consent process is a valid method of forming and executing this Agreement.

14.5 This Agreement is made in Chinese, and translations into other languages may be provided. Where the Chinese version and a translation differ, if Party B is a consumer, the interpretation more favorable to Party B applies; in all other cases the Chinese version prevails.

14.6 Party A's contact: support@moutastudio.com. Party B's contact: the email address Party B registered on the Platform.

14.7 Precedence
Where this Agreement and the Terms of Service provide differently on the same matter, this Agreement prevails on all matters relating to the Distribution Service; however, where a provision of the Terms of Service is more favorable to Party B, that provision applies, comparing each matter separately.

Matters relating to the Distribution Service under the preceding paragraph include, without limitation: submission, release, suspension and takedown of Licensed Content; calculation, deduction, settlement and payment of royalties; amendment of this Agreement; and governing law and jurisdiction.

14.8 Review period
The full text of this Agreement is published on the Platform and provided to Party B by email on registration, and Party B may view, download and save it at any time. Party B may complete the consent process only after 3 days have elapsed from the date the full text of this Agreement is first provided. Party A shall keep records of the time the full text was provided, the time of consent and the version of the contract text.

Article 15. Complaints and Dispute Resolution

Party B may submit complaints regarding the performance of this Agreement to support@moutastudio.com. Party A shall reply in writing (including by email) with the outcome within 15 days of the complaint and shall keep records of complaints and replies.

Party B may first use the complaint procedure above and then pursue mediation, litigation or other means of resolving the dispute. The procedure in this Article does not exclude or replace any right or remedy Party B has under the laws of the Republic of China (Taiwan) or any other law applicable to Party B, including filing a complaint with a consumer protection officer or applying for consumer dispute mediation under the Consumer Protection Act.

Article 16. Force Majeure

A party prevented from performing this Agreement by causes not attributable to it, such as natural disasters, war, strikes, internet or power outages, government orders, or unilateral termination of service by a DSP or the Distributor, is not liable for delay while the cause continues; if the cause continues for more than 90 days, either party may terminate this Agreement.

Execution

Acknowledged and agreed by:

Party A: Sing Chuang Music Inc.
Representative: Ruby Tso
Unified Business No.: 62151397
Address: 2F, No. 12, Zhouzi St., Neihu Dist., Taipei City 114, Taiwan

Party B: [Creator's name / artist name / company name as submitted on the Platform]

(This Agreement is formed and executed through the Platform's online consent record.)