23. REVENUE SHARE

23.1. In consideration for EVEN’s obligations and provision of the Site, EVEN shall be entitled to retain Twenty Percent (20%) of Gross Revenue (as defined below) (the “EVEN Revenue Share”).

23.2. After deduction of the EVEN Revenue Share, EVEN shall pay Licensor an all-in music rights fee equal to Fifty Percent (50%) of Net Revenue (as defined below) (the “Music Rights Share”), and EVEN shall pay Artist (as defined below) an all-in artist-direct fee equal to Fifty Percent (50%) of Net Revenue (“Artist Share”). It is hereby agreed that it is EVEN’s policy that no less than Fifty Percent (50%) of Net Revenue be paid directly to the Artist and that, in the event Licensor is a distributor, record label or other licensor which is not the Artist, Licensor hereby represents and warrants that: (i) the Artist Share shall be retained solely by the Artist for their sole account notwithstanding any unrecouped position between Artist and Licensor; and (ii) Licensor agrees not to do or omit to do anything that would have the effect of reducing any monies payable to Artist or preventing Artist from receiving and retaining the Artist Share. “Artist” shall mean the recording artist, or group of recording artists, featured in the sound recording(s) associated with the Release; provided that, in the event Licensor is also the recording artist(s) featured in the sound recording(s) associated with the Release, then each reference in this section 23 to Artist shall be deemed to refer to Licensor

23.3. “Gross Revenue” means all sums actually received by EVEN in respect of each sale of a Release that includes your Licensor Content. “Net Revenue” means Gross Revenue less: (a) the EVEN Revenue Share; (b) any taxes EVEN is legally required to collect, withhold or pay, including, without limitation, transaction taxes and other taxes applicable to the sale of Releases; (c) bona fide and properly authorized refunds to Holders; (d) any sales agent and any third party commissions and fees (including all platform and app store fees and commissions and fees); (e) any fees, royalties and/or other costs associated with or arising from acquiring licenses from applicable collective management organizations in respect of public performances of musical compositions occurring on the Site (it being agreed that EVEN shall treat Licensor in a non-discriminatory manner in connection with its calculation and deduction of such fees or costs as compared with similarly-situated licensors); and (f) any direct third party costs associated with the hosting, marketing and advertising of the Release(s) by EVEN. EVEN may deduct from the Music Rights Share any fees or royalties that EVEN pays to rights holders in connection with the Licensor Content. Notwithstanding the foregoing, in the event Licensor is party to a separate agreement with EVEN whereby a revenue share is payable in connection with a Release that includes your Licensor Content (a “Separate Agreement”), then Licensor acknowledges and agrees that the revenue share payable to Licensor and/or Artist under such Separate Agreement shall be paid to Licensor and/or Artist in lieu of the Music Rights Share and Artist Share set forth in these Terms of Use.

23.4. EVEN will pay the Music Rights Share to Licensor and the Artist Share to Artist in the Licensor’s and Artist’s native currency, daily, via Stripe. Licensor and Artist may view real-time reporting via their Licensor or Artist account, as applicable.

23.5. The fees payable under these Terms of Use shall comprise the full and total remuneration that shall be paid to Licensor and any other contributor(s), distributors, record labels, music publishers or any other third parties in respect of such Releases (including Artist) and that such fees constitute full, fair, appropriate, proportionate and equitable compensation for: (i) the performance by Licensor of their obligations under these Terms of Use; and (ii) the Grant of Rights below. Neither Licensor nor any other contributor(s) shall receive remuneration for any plays, streams or other use of Releases that takes place after the initial sale of the relevant Release.

23.6. Notwithstanding that it is Licensor’s sole responsibility to obtain and pay for any and all third party rights, permissions, licenses and authorizations in respect of Releases containing Licensor Content (including, without limitation, from any rightsholders controlling rights to musical compositions and/or sound recordings embodied in Licensor Content), without limiting our rights and remedies, we shall be entitled to (but not obliged) to obtain any such permissions, licenses and/or authorizations directly from such rightsholders and to deduct from the Music Rights Share any and all costs, fees, royalties and expenses arising therefrom. EVEN shall treat Licensor in a non-discriminatory manner as compared with similarly-situated licensors in connection with the calculation and deduction of costs associated with direct permissions, licenses and/or authorizations acquired by EVEN (if any).

23.7. Licensor is solely responsible for determining what, if any, taxes apply to your sale of Releases. Neither EVEN nor any Affiliated Party is responsible for determining the taxes that apply to your sale of Releases.