TERMS AND CONDITIONS: THE "ALOE BLACC" COLLABORATION PROGRAM

1. Introduction & Binding Click-Wrap Agreement

By clicking “I Accept,” checking the authorization box, or downloading any audio assets associated with this program—including but not limited to the underlying master recording, instrumental track, musical stems, or vocal hooks of the musical composition entitled “First Round” (collectively, the “Original Work”) written, performed, and produced by Aloe Blacc—you (“Collaborator”) enter into a legally binding agreement with Grand Scheme Productions, Inc. (“Company”). If you do not agree to every clause within these Terms and Conditions, you are strictly prohibited from downloading, modifying, or distributing the Original Work.

2. Limited License & Derivative Scope

Company grants Collaborator a limited, revocable, non-exclusive, non-transferable license to download the Original Work for the sole purpose of adding original lyrics and vocal performances to create a singular derivative audio mix (the “Derivative Work”).

Authorized Platform Control: Distribution of the Derivative Work is controlled solely by Company. Collaborator hereby authorizes company to distribute the derivative work exclusively via digital distributor to major Digital Service Providers (DSPs) including Spotify, Apple Music, Amazon Music, and YouTube Music.
Banned Actions: Distribution via any secondary distributor or direct-to-consumer monetization platforms (e.g., Bandcamp, physical media, unauthorized NFT/Web3 platforms) is completely prohibited and voids this license ab initio (from the moment of creation).

3. Absolute Ownership & Assignment of Intellectual Property

Collaborator explicitly acknowledges and agrees that Aloe Blacc and the Company retain 100% sole and exclusive ownership in perpetuity throughout the universe of all right, title, and interest in:

The Original Work (including master recordings and underlying publishing/compositions). 2. The newly created Derivative Work (including the newly mixed master recording and all subsequent musical arrangements, lyrics, and metadata).

Work-For-Hire / Full Assignment: To ensure clear chain-of-title, Collaborator’s contributions are designated as a “Work-Made-For-Hire” under the United States Copyright Act. To the extent any contribution does not legally qualify, Collaborator hereby irrevocably, globally, and permanently assigns all copyrights, neighboring rights, and exploitation rights in the Derivative Work to the Company.

4. Mandatory Metadata, Credit, & Digital Distributor Plan Account Management

When uploading the Derivative Work to digital distributor, Company agrees to adhere strictly to these technical protocols:

Primary Artist Formatting: The track will be input as an album-level collaboration listing Aloe Blacc as a Co-Primary Artist (e.g., [Collaborator Name] x Aloe Blacc). It must not be formatted as a “Featured Artist” track.
Account Plan Acknowledgement: Company explicitly acknowledges that adding an established artist profile as a Co-Primary Artist on a single consumption track creates a unique collaboration profile inside digital distributor’s architecture, which may require the Collaborator to maintain a multi-slot account tier (e.g., “Musician Plus” or “Label” plan). Collaborator accepts full financial responsibility for any account level modifications required by digital distributor to complete the upload.
Song Title Integrity: The primary title must match the Original Work precisely (e.g., [Original Song Title] (Collaborator Remix)).

5. Automated Royalty Splits & Charity Allocation

Collaborator is legally required to implement digital distributor’s automated “Splits” functionality immediately upon setup. The gross revenue generated across all DSPs must be configured to route automatically to the following exact percentages:

50% of Gross Revenue: Routed to Aloe Blacc / Company’s designated primary distribution email: [Insert Corporate Split Email Here].
10% of Gross Revenue: Routed to the project’s designated charitable fund email via digital distributor’s platform integrations: [Insert Designated Charity Project Email Here] for automatic distribution to 501(c)(3) nonprofit humanitarian initiatives.
40% of Gross Revenue: Retained by the Collaborator.
Split Validity Clause: Any submission that routes incorrect numeric distributions immediately nullifies the license, rendering the file an unauthorized infringement subject to instant takedown and revenue clawback.

6. Absolute Discretionary Takedown & Brand Protection Clause

Subjective Safe-Harbor: While conditional approval is granted to upload the material, the ongoing public presence, availability, and active monetization of the Derivative Work remain under the absolute, unreviewable, and sole subjective discretion of Aloe Blacc and the Company.
Takedown Trigger: Aloe Blacc and the Company reserve the unconditional right to demand the immediate removal, deletion, or blocking of the Derivative Work from any DSP or platform for any reason, or for no reason at all. Without limitation, this power will be immediately enforced if the lyrics, mix, or associated branding are deemed negative, offensive, derogatory, violent, misogynistic, hateful, or otherwise detrimental to universal social norms or the personal and public brand reputation of Aloe Blacc.
Absolute Waiver of Claims: In the event that a track is removed or blocked via direct distributor notice or an intellectual property claim, Collaborator explicitly, permanently, and irrevocably waives any right to seek damages, lost potential revenue, promotional injuries, or legal remedies against Aloe Blacc, the Company, its management, or the participating DSP platforms.

7. Ironclad Third-Party Indemnification & Audio Restrictions

Anti-Bypass Protection: Collaborator is strictly prohibited from incorporating re-recorded third-party melodies (interpolations), uncleared speech samples, or direct audio samples that have been pitched, time-stretched, reversed, or filtered in an attempt to bypass automated DSP fingerprint filters.
Representations & Warranties: Collaborator warrants that their vocal, lyric, and melodic additions are 100% original, unencumbered by any third-party publisher or label agreement, and do not infringe on any external copyright, trademark, or right of privacy.
Indemnity Obligation: If Collaborator breaches this warranty—resulting in a third-party copyright strike, litigation threat, or formal lawsuit directed at the release—Collaborator agrees to fully indemnify, defend, and hold harmless Aloe Blacc and the Company from all liabilities, losses, damages, and court costs (including outside attorneys’ fees). Company maintains sole control over the selection of legal counsel and defense strategies, the financial costs of which shall remain the absolute liability of the Collaborator.

8. Governing Law & Jurisdiction

This Agreement shall be governed by, and construed exclusively in accordance with, the laws of the State of California, without regard to conflict of laws principles. Any legal action, arbitration, or proceeding arising under this program shall be brought solely within the state or federal courts located in Los Angeles County, California.

PLAIN-ENGLISH TRANSLATION: WHAT THIS AGREEMENT MEANS FOR YOU

Introduction & Binding Click-Wrap Agreement
In Plain English: Clicking “I Accept” or downloading these files is the same as signing a paper contract. Once you download the beat and the hook, you are officially agreeing to all these rules. If you don’t like the rules, don’t download the files.

Limited License & Derivative Scope
In Plain English: We are giving you permission to use this track for one specific reason: to write your own verses, record your vocals, and make a remix. Company will release this remix using a digital distributor so it goes to streaming platforms like Spotify and Apple Music. You are not allowed to sell it on Bandcamp, put it on vinyl, or use it anywhere else without asking first.

Absolute Ownership & Assignment of Intellectual Property
In Plain English: Aloe Blacc owns 100% of the music, the hook, and the final remix you make. Even though you wrote your own lyrics and recorded your own voice, you are giving all the ownership rights to the Company. Legally, this is a “work-for-hire,” meaning you are creating this as a guest contributor, and the final track belongs entirely to the project.

Mandatory Metadata, Credit, & Digital Distributor Plan Account Management
In Plain English: When Company uploads the song to digital distributor, Company will label it as a joint release with Aloe Blacc as a Co-Primary Artist (e.g., Your Name x Aloe Blacc).
Heads up: Because digital distributor treats a co-primary release as a brand-new collaboration profile, digital distributor might require you to be on a plan that allows more than one artist slot (like their “Musician Plus” plan).

Automated Royalty Splits & Charity Allocation
In Plain English: Company will use digital distributor’s automatic “Splits” tool when you upload the track. The money the song makes will be split by digital distributor’s system automatically:

- 50% goes to Aloe Blacc.
- 10% goes straight to the project’s chosen charity pool for good causes. ● 40% goes directly into your pocket.

Absolute Discretionary Takedown & Brand Protection Clause
In Plain English: Aloe Blacc has the final say on whether your remix stays online. He can take your song down at any time, for any reason, or for no reason at all.
He will definitely pull it down if your lyrics are hateful, violent, disrespectful to women, offensive, or go against positive social values. If your version gets taken down, you promise not to sue or demand money for lost promotion or streaming revenue.

Ironclad Third-Party Indemnification & Audio Restrictions
In Plain English: You cannot use stolen material. Do not copy a melody from a famous song, do not use a voice clip from a movie, and do not try to speed up or pitch-shift a sample to sneak it past digital distributor’s scanners. Everything you add must be written and performed by you.
If you lie or make a mistake and a third party sues because of something you added, you are legally and financially on the hook. You will have to pay for Aloe Blacc’s defense lawyers and cover any court fines.
Governing Law & Jurisdiction
In Plain English: If there is a legal argument about this project that can’t be resolved normally, it will be handled under California law in a court located in Los Angeles County.

TERMS AND CONDITIONS: THE "ALOE BLACC" COLLABORATION PROGRAM

PHASE 1 ADDENDUM: THE SOCIAL CHALLENGE

Terms and Conditions

Relationship to Phase 2 Terms

This Phase 1 Addendum (the “Social Challenge Terms”) is incorporated into, and governed by, the same Introduction, Governing Law, and general definitions set out in the master “Aloe Blacc” Collaboration Program Terms and Conditions (the “Master Terms”). Where this Addendum is silent, the Master Terms apply. Where this Addendum conflicts with the Master Terms as to Phase 1 conduct, this Addendum controls. Advancement to Phase 2 (Digital distribution, royalty splits, full assignment) requires separate acceptance of the Master Terms and is not automatic.

1. Introduction & Binding Agreement (Phase 1)

By clicking “I Accept,” checking the authorization box, or using the officially provided Campaign Audio (defined below) to create and post a Submission, the Collaborator enters into a legally binding agreement with Grand Scheme Productions, Inc. (“Company”) governing the Collaborator’s participation in the Social Challenge.

Eligibility: Collaborator represents that they are at least 18 years of age, or if between 13–17, that a parent or legal guardian has reviewed and co-accepted these Terms on their behalf. Company may require identity or age verification before a Submission is eligible for voting or advancement.
No purchase, payment, or fee is required to participate in the Social Challenge.

2. Limited License — Instrumental & Social Media Use Only

Company grants Collaborator a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Instrumental (defined below) solely to record an original verse and chorus over it and post the resulting video (“Submission”) to the Approved Platforms, for the sole purpose of participating in the Social Challenge.

Two Authorized Sources, No Full Master or Vocal Stems: Collaborator may create the Submission using either (a) a downloadable WAV instrumental file provided directly by Company (the “WAV Instrumental”), or (b) the official Campaign Audio track as uploaded by Company to the applicable platform’s native Sound/Audio library (e.g., TikTok “Use this sound,” Instagram Reels audio, YouTube Shorts remix audio) (together, the “Instrumental”). Neither option includes the full master recording, isolated vocal stems, or the vocal hook of the Original Work.
License Limited to Vocal Recording: The WAV Instrumental may be used only to record and mix Collaborator’s own original vocal performance for the Submission. It may not be edited, remixed, looped, pitch-shifted, time-stretched, reversed, or otherwise altered beyond what is reasonably necessary to record vocals over it.
No Independent Distribution of the WAV Instrumental: Collaborator may not upload, post, share, sell, license, sublicense, or otherwise distribute the WAV Instrumental itself, in whole or in part, isolated from Collaborator’s own vocal performance, on any platform, cloud storage, file-sharing service, or to any third party.
Embedded Identifiers: The WAV Instrumental provided to Collaborator may contain embedded metadata, watermarking, or other identifying markers used to verify authenticity and trace the file. Collaborator agrees not to remove, alter, or attempt to strip any such identifiers.
Retention & Deletion: Collaborator’s license to possess and use the WAV Instrumental terminates at the close of the Social Challenge voting period (or earlier per Section 10). Upon Company’s request, Collaborator will permanently delete all copies of the WAV Instrumental in their possession within a reasonable time specified by Company.
Posting & Attribution Regardless of Source: Whichever Instrumental Collaborator uses to record, the Submission must still comply with the attribution, tagging, and hashtag requirements in Section 4. Where a Submission is recorded using the WAV Instrumental and posted as an independently mixed file rather than through a platform’s native Sound/Audio feature, Company may require Collaborator to complete an additional verification step (e.g., submitting the Submission through an official campaign portal or tag) so Company can confirm authenticity via the embedded identifiers and, where the platform supports it, link the post back to the official Campaign Audio.
No Independent Copies of the Native Campaign Audio: Where Collaborator instead uses the platform-native Campaign Audio, Collaborator will not download, extract, re-host, or re-upload that audio as an independent file on any platform, cloud storage, or file-sharing service.
No Monetization at This Stage: Collaborator must not enable ad-revenue sharing, platform creator-fund monetization, tipping, or any paid promotion tied to the Submission during the Social Challenge period.

3. Ownership & Copyright Protection of the Original & Derivative Work

Collaborator explicitly acknowledges that this license conveys no ownership interest of any kind. Aloe Blacc and the Company retain 100% sole and exclusive ownership, throughout the universe and in perpetuity, of all right, title, and interest in the Original Work, the Campaign Audio, and the underlying composition and master recording, in every territory and in every medium now known or later devised.

No Ownership Conferred by Possession: Providing Collaborator with the WAV Instrumental for the limited purpose described in Section 2 does not convey, transfer, license, or create any ownership, co-ownership, security, or other interest in the Original Work beyond the narrow, revocable license expressly granted there. Aloe Blacc and the Company retain 100% ownership of the WAV Instrumental, the Campaign Audio, and the Original Work at all times, regardless of Collaborator’s temporary possession of a copy of the WAV Instrumental.
Submission Ownership: As between Collaborator and Company, Company and Aloe Blacc are granted a perpetual, worldwide, royalty-free, sublicensable license to reproduce, display, distribute, and create promotional or compilation content from any Submission, including Collaborator’s added verse and chorus, for purposes of running, judging, and promoting the Social Challenge (the “Campaign License”).
Platform Metadata Lock: Where Submissions are posted using the platform’s native licensed-sound feature, the platform’s own content-ID/sound-attribution system automatically links the Submission back to the official Campaign Audio, making the source recording traceable and reducing the risk of the Original Work being mis-credited or claimed by a third party. Where a Submission is instead built from the WAV Instrumental and posted as an independently mixed file, the embedded identifiers described in Section 2 and the attribution requirements in Section 4 serve the same tracing and verification function.
Reservation of Rights: No license, right, or interest in the Original Work is granted for use outside the Social Challenge, including no right to synchronize, remix for separate release, sample, loop, or otherwise exploit the Original Work commercially. Any such use requires a separate, written agreement (e.g., the Master Terms, if the Collaborator advances to Phase 2).
Control of the Derivative Work: Collaborator acknowledges and agrees that, notwithstanding any other provision of this Addendum or the Master Terms, Aloe Blacc and the Company retain sole and exclusive control over the Derivative Work — including the right to approve, edit, withhold, delay, or determine the manner and timing of its use, promotion, or release. In the event of any conflict between this provision and any other provision of this Addendum or the Master Terms, this provision governs and Aloe Blacc’s and the Company’s control of the Derivative Work prevails.

4. Mandatory Attribution & Platform Requirements

On-screen or caption credit reading substantially: “Original song ‘[Song Title]’ by Aloe Blacc — #[CampaignHashtag]” on every Submission.
Tag the official Aloe Blacc account and use the designated campaign hashtag so entries can be tracked, verified, and included in voting.
Submission captions may not state or imply that the Collaborator owns, co-owns, or has been granted rights in the Original Work beyond this limited license.

5. Prohibited Uses

No re-recording, pitch-shifting, time-stretching, looping, or isolating the Campaign Audio to create a standalone instrumental, sample pack, or separate audio file.
No distributing the Submission or Campaign Audio to any DSP, streaming platform, NFT/Web3 platform, or physical medium during Phase 1.
No use of uncleared third-party samples, interpolations, or copyrighted material of any kind in the added verse or chorus.
No editing the Submission after voting has closed in a manner that would misrepresent the entry that was voted on.

5.1 Content Standards

In addition to the restrictions above, no Submission, caption, on-screen text, or accompanying visual content may contain any of the following. This standard applies independently of, and in addition to, Company’s general discretionary removal right in Section 7.

Profanity, vulgar language, or slurs of any kind, whether in the added lyrics, caption, video, or audio.
Sexual content, nudity, or sexually suggestive imagery, language, or performance, including sexually suggestive references to Aloe Blacc, the Company, or any real person.
Discriminatory, hateful, or demeaning content directed at or disparaging any individual or group on the basis of race, ethnicity, national origin, religion, gender, gender identity, sexual orientation, age, disability, or any other protected characteristic.
Depictions or promotion of violence, self-harm, illegal drug use, weapons, or other dangerous or illegal activity.
Harassment, bullying, threats, or targeted attacks against any individual, including Aloe Blacc, the Company, other Collaborators, or members of the public.
Political campaign endorsements, partisan political messaging, or advertising for a third-party brand or competing artist, without Company’s prior written consent.
Any content that a reasonable person would consider defamatory, misleading, or false as to Aloe Blacc, the Company, or the Original Work.

A Submission that violates this Section 5.1 is ineligible for voting or advancement from the moment it is posted, regardless of whether Company has yet exercised its removal right under Section 7, and Collaborator will not be entitled to reinstate votes, standing, or eligibility lost as a result.

6. Fan Voting & Advancement to Phase 2

Voting mechanics, judging criteria, voting period, and the number of Collaborators selected to advance are within Company’s sole discretion and will be published in a separate set of Official Rules for the Social Challenge (see Section 9).
Selection to advance to Phase 2 is not guaranteed by any level of votes, views, or engagement and does not itself create any binding obligation on the Company to release, distribute, or compensate the Collaborator.
Collaborators selected to advance must separately execute the Master Terms before receiving stems, DistroKid distribution access, or any royalty split for Phase 2.

7. Discretionary Removal & Waiver

As with the Master Terms, the ongoing public availability of any Submission remains under the absolute, unreviewable, sole discretion of Aloe Blacc and the Company. Company may require immediate removal of a Submission from any platform for any reason, including if content is deemed offensive, derogatory, hateful, or damaging to brand reputation, or if Collaborator is found to be under the eligibility age without valid guardian consent. Collaborator waives any claim for damages, lost exposure, or lost voting standing arising from such removal.

8. Representations, Warranties & Indemnification

Collaborator warrants that the added verse, chorus, and any visual content in the Submission are original, do not infringe any third party’s rights, comply with the Content Standards in Section 5.1, and comply with each Approved Platform’s terms of service. Collaborator agrees to indemnify and hold harmless Aloe Blacc and the Company from claims, losses, or costs arising from a breach of this warranty, consistent with the indemnification terms in the Master Terms.

9. Term & Termination

This Addendum is effective upon Collaborator’s acceptance and continues until the earlier of: (a) the close of the Social Challenge voting period as stated in the Official Rules, (b) Company’s termination of the Social Challenge in its entirety, or (c) Collaborator’s breach of these Terms. Sections 3 (Ownership), 7 (Discretionary Removal & Waiver), and 8 (Indemnification) survive termination.

10. Governing Law & Jurisdiction

This Addendum is governed by the laws of the State of California and is subject to the same venue provisions (state or federal courts in Los Angeles County, California) as the Master Terms.