SIGNL

SIGNL LLC · Publishing Administration Agreement

Terms of Service

By accepting this Agreement through the SIGNL platform, you (“Songwriter” or “you”) agree to the following terms for publishing administration services provided by SIGNL LLC (“Administrator,” “we,” or “us”), a Washington limited liability company with an office located at 1020 1st Ave S, Seattle, Washington 98104.

Please read this Agreement carefully before accepting. By checking the box marked “I have read and agree to the SIGNL Publishing Administration Agreement” and clicking “Accept Agreement,” you acknowledge that you have read, understood, and agree to be bound by all terms of this Agreement. This acceptance has the same legal effect as a handwritten signature.

1. Grant of Rights

You appoint us as a non-exclusive administrator of the musical compositions you specifically submit through the SIGNL platform (the “Compositions”). You grant us the non-exclusive right to register, collect, and administer the Compositions worldwide on your behalf. You retain the right to engage other administrators or publishers for works not submitted through the SIGNL platform, and may self-administer any of your compositions at any time.

2. Our Services

We agree to perform the following services with respect to the Compositions:

  • Registration. Register the Compositions with applicable royalty collection societies worldwide, including performing rights organizations, mechanical rights societies, and digital licensing entities, based on information you provide through the SIGNL platform.
  • Royalty Collection. Collect royalties generated from the exploitation of the Compositions, including streaming, digital downloads, radio and television broadcasts, and other uses.
  • Accounting and Distribution. Account to you and distribute collected royalties, less our commission, through the SIGNL platform.
  • Metadata Management. Maintain accurate records of Composition metadata, ownership splits, and registration status, and make such information available to you through the SIGNL platform.

3. Commission

We are entitled to a commission equal to twenty percent (20%) of all Gross Income we collect from the exploitation of the Compositions. “Gross Income” means all royalties and other income actually received by us on your behalf, excluding any amounts collected directly by you or by your performing rights organization (e.g., ASCAP, BMI, SESAC) for the writer’s share of performance royalties.

4. Payment

Payments shall be made on a quarterly basis, within forty-five (45) days following the end of each calendar quarter (March 31, June 30, September 30, and December 31). Each payment shall be accompanied by a statement, available through the SIGNL platform, detailing the sources and amounts of collected royalties. No advances are paid under this Agreement. All royalties paid to you come from royalties we have actually collected.

You are responsible for providing and maintaining accurate payment information through the SIGNL platform. We will process payments via the method(s) available on the platform. We are not liable for payment delays or errors caused by incomplete or inaccurate payment information you have provided.

5. Term and Termination

This Agreement begins on the date you accept it and continues for an initial term of one (1) year (the “Initial Term”). After the Initial Term, this Agreement continues on a month-to-month basis until either party provides at least thirty (30) days’ notice of termination. You may cancel through your account settings on the SIGNL platform or by emailing us at the address provided on the platform.

Collection Period.After termination, we retain the right to collect and distribute royalties attributable to the period this Agreement was in effect for twelve (12) months (the “Collection Period”). Our commission continues to apply to royalties collected during the Collection Period. After the Collection Period, we have no further rights to collect royalties on your behalf.

Effect of Termination. Upon termination, we will stop registering new works on your behalf and will take commercially reasonable steps to transfer or remove our registrations from applicable collection societies, subject to the Collection Period above.

6. Ownership

You retain 100% ownership of all rights, title, and interest in your Compositions. Our rights under this Agreement are solely administrative. At no point during or after the term of this Agreement do we acquire any ownership interest in your Compositions. You are responsible for providing accurate information regarding ownership splits and the identity of any co-writers or other rights holders for each Composition you submit.

7. Your Representations and Warranties

By accepting this Agreement, you represent and warrant that:

  • You are at least eighteen (18) years of age (or the age of majority in your jurisdiction) and have the legal capacity to enter into this Agreement.
  • You own and control all rights in the Compositions you submit through the SIGNL platform, or have secured the rights necessary to grant the rights described in this Agreement.
  • The Compositions you submit do not infringe upon the rights of any third party.
  • You are not currently party to any exclusive publishing or administration agreement that would conflict with the rights granted here for the Compositions you submit.
  • The information you provide through the SIGNL platform regarding the Compositions—including song titles, co-writer information, ownership splits, and ISRC/ISWC codes—is accurate and complete to the best of your knowledge.

8. Our Representations and Warranties

We represent and warrant that:

  • We have the right and authority to enter into this Agreement and fulfill our obligations.
  • We will use commercially reasonable efforts to register and collect royalties for your Compositions in a timely manner.

9. Audit Rights

You have the right, upon reasonable written request and at your own expense, to audit our books and records relating to your Compositions no more than once per calendar year. Any such audit shall be conducted during normal business hours upon at least thirty (30) days’ prior written notice.

10. Dispute Resolution

If a dispute arises under this Agreement, both parties agree to first attempt to resolve it through good faith negotiations. If a resolution cannot be reached within thirty (30) days, the dispute shall be submitted to binding arbitration under the rules of the American Arbitration Association, conducted in King County, Washington. Judgment on the arbitration award may be entered in any court of competent jurisdiction. Either party may seek injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.

11. General Terms

  • Governing Law. This Agreement is governed by the laws of the State of Washington, without regard to conflict of laws principles.
  • Force Majeure. Neither party is liable for any failure or delay in performance due to causes beyond their reasonable control, including acts of God, war, terrorism, labor disputes, government actions, or pandemics.
  • Notices. All notices under this Agreement may be delivered through the SIGNL platform or via email to the address associated with your account. You are responsible for maintaining a current email address in your SIGNL account.
  • Acceptance and Effective Date.This Agreement takes effect when you accept it through the SIGNL platform by checking the agreement checkbox and clicking “Accept Agreement.” We record the date and time of your acceptance, which serves as the Effective Date. No countersignature by SIGNL LLC is required.
  • Platform Terms. This Agreement is supplemented by the SIGNL platform Terms of Use and Privacy Policy, incorporated by reference. If there is a conflict between this Agreement and the platform Terms of Use, this Agreement controls with respect to publishing administration services.
  • Entire Agreement. This Agreement, together with the SIGNL platform Terms of Use and Privacy Policy, constitutes the entire agreement between you and SIGNL LLC with respect to publishing administration services and supersedes all prior understandings or agreements on the subject.