Author License, Distribution, and Royalty Agreement

Version 1.01, last revised on: October 28, 2025

BY SUBMITTING CREATOR CONTENT TO AURIEL OR CLICKING “I AGREE” OR SIMILAR BUTTONS, YOU ARE ACCEPTING THIS AGREEMENT AND REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL PROVISIONS OF THIS AGREEMENT, DO NOT SUBMIT CREATOR CONTENT TO AURIEL.

This Author License, Distribution, and Royalty Agreement (this “Agreement”) is between you (“Author”, “you”, or “your”) and Mandatory Fun Inc (“Auriel”, “Company”, “us”, “our”, and “we”) and governs your submission of Creator Content to the Auriel platform. Among other things, you grant rights to create Audio Content and distribute it worldwide on Auriel. Our distribution is either exclusive or non-exclusive, as elected by you under this agreement.

We will notify you of substantial changes to this agreement through the Auriel platform and/or website.

IMPORTANT: This Agreement incorporates by reference the Auriel Terms of Use. In case of conflict between this Agreement and the Terms of Use, this Agreement shall control regarding Creator Content matters.

1. Definitions

For purposes of this Agreement:

  1. “Audio Content” means audio created by any party from your Creator Content, including narration, production elements, and associated metadata.

  2. “Auriel Audio” means the audio created by Auriel from your Creator Content, including narration, production elements, and associated metadata.

  3. “Creator Content” means original manuscripts, written works, metadata, associated artwork, cover images, and related materials that authors upload to create Auriel Audio through the Service.

  4. “Creator Content Unit” means a discrete unit of Creator Content submitted to Auriel.

  5. “Term” means the Initial Term and each Renewal Term (if any). See Section 2.2 “Rights You Grant to Auriel” for the definitions of Initial Term and Renewal Term.

2. Rights and Ownership

2.1 Your Ownership Rights

As between you and Auriel, except for the licenses you grant to Auriel in this Agreement, you retain all right, title, and interest in your Creator Content, including copyright ownership.

2.2 Rights You Grant to Auriel

Subject to the terms of this Agreement, you hereby grant to Auriel:

  1. Production Rights: The right during the Term to create, produce, and manufacture Auriel Audio from your Creator Content, including the right to:

    • Narrate or arrange for narration of your work (narration may be human, synthetic or a combination).
    • Edit, adapt, modify, encode, and reformat your Creator Content for the production of Auriel Audio or to make it compatible with the Service.
    • Add production elements such as music, sound effects, and chapter markers.

  2. (a) Distribution Rights (Exclusive): IF YOU ELECT TO GRANT AURIEL EXCLUSIVE DISTRIBUTION RIGHTS IN THE AUDIO CONTENT, THE FOLLOWING TERMS APPLY:

    • You grant Auriel the exclusive license to use, reproduce, display, market, sell and distribute Audio Content in all formats now known or hereafter invented from the date you accept this Agreement until the last day of the next month (this period may be referred to as the “Initial Term”).
    • As full consideration for the exclusive license granted by you, Auriel will pay you royalties on the Auriel Audio as set forth in Section 6 “Royalties”.
    • After the Initial Term, this Agreement will renew automatically for additional 1 month terms (each, a “Renewal Term”) unless either party provides notice of termination to the other party at least 30 days prior to the end of the final Initial Term or Renewal Term. The renewed Agreement shall use the most recent version of the Auriel Author License, Distribution, and Royalty Agreement at the time of renewal, which can be found on the Auriel website.
    • During the Term you will not, and will not permit any third party to, directly or indirectly distribute, sell, or offer for sale Audio Content, or any portion thereof (except an Excerpt as permitted below), in the language(s) you provided Auriel for distribution in any audio format (whether download, streaming, physical media or otherwise).

  3. (b) Distribution Rights (Non-Exclusive): IF YOU ELECT TO GRANT AURIEL NON-EXCLUSIVE DISTRIBUTION RIGHTS IN THE AUDIO CONTENT, THE FOLLOWING TERMS APPLY:

    • You grant Auriel the non-exclusive license to use, reproduce, display, market, sell and distribute Audio Content in all formats now known or hereafter invented from the date you accept this Agreement until the last day of the next month (this period may be referred to as the “Initial Term”).
    • As full consideration for the non-exclusive license granted by you, Auriel will pay you royalties on the Auriel Audio as set forth in Section 6 “Royalties”.
    • After the Initial Term, this Agreement will renew automatically for additional 1 month terms (each, a “Renewal Term”) unless either party provides notice of termination to the other party at least 30 days prior to the end of the final Initial Term or Renewal Term. The renewed Agreement shall use the most recent version of the Auriel Author License, Distribution, and Royalty Agreement at the time of renewal, which can be found on the Auriel website.

  4. (c) Changing Exclusivity:

    • If you granted Auriel exclusive distribution rights under Section 2(a), you may change your election to grant non-exclusive distribution rights under 2(b) by providing notice of your changed election to Auriel at least 30 days prior to the end of the final exclusive Initial Term or Renewal Term. The terms of exclusive distribution will apply until the end of the final exclusive Initial Term or Renewal Term.
    • If you granted Auriel non-exclusive distribution rights under Section 2(b), you may change your election to grant exclusive distribution rights under 2(a) by providing notice of your changed election to Auriel at least 30 days prior to the end of the final non-exclusive Initial Term or Renewal Term. The terms of non-exclusive distribution will apply until the end of the final non-exclusive Initial Term or Renewal Term.

  5. Excerpts: During the Term, Auriel will have the right to use, reproduce, display and distribute any excerpts from the Auriel Audio in any media now known or hereafter invented for purposes of advertising and promoting the Auriel Audio and the Service. Any such excerpts will not exceed 5 minutes in length or 10% of the total duration of the Auriel Audio, whichever is longer, and will be a verbatim excerpt from the Auriel Audio (each, an “Excerpt”). In the event that you’ve granted Auriel exclusive distribution rights in the Audio Content, Auriel grants you a non-exclusive, non-transferable, non-sublicensable license to use an Excerpt solely on a website for purposes of promoting the Auriel Audio.

  6. Artwork and Metadata: During the Term, Auriel will have the right to use and distribute any titles, cover art, graphics, images, or other artwork or metadata related to Creator Content (“Artwork and Metadata”) that you provide in any media now known or hereafter invented for purposes of advertising and promoting the Auriel Audio and/or the Service. You will submit Creator Content to Auriel via the Auriel online system or otherwise instructed by Auriel. The Artwork and Metadata must be the same cover art, graphics, images, or other artwork or metadata used for the print version of the book, unless you don’t have the right to make this artwork or metadata available for use for the Auriel Audio, in which case you will select alternative artwork or metadata. Auriel may modify and/or reformat the Artwork and Metadata.

  7. Right of Publicity Grant: During the Term, if you are the author or editor of the Creator Content, you grant Auriel the right to use your name, likeness, biographical information, and excerpts from your Creator Content in any media now known or hereafter invented for purposes of advertising and promoting the Auriel Audio and the Service. If you are not the author or editor of the Creator Content, you agree to obtain for Auriel the right to use, during the Term, the author’s (and/or editor’s) name, likeness, and biographical information in any media now known or hereafter invented for purposes of advertising and promoting the Auriel Audio and the Service. You agree to reasonably cooperate with Auriel’s marketing efforts, including by providing biographical information and likeness.

  8. Exercise of Rights and Sublicense: Auriel may exercise any of the rights granted to it under this Agreement or discharge any of its obligations under this Agreement through one or more of its Affiliates. Auriel may sublicense any of the rights granted to it under this Agreement to any of its Affiliates or to any third party and may permit any sublicensees to sublicense the rights Auriel grants to it. Auriel will remain responsible for each sublicencee’s compliance with this Agreement. An “Affiliate” is any entity directly or indirectly controlled by Auriel or you.

3. Representations and Warranties

You represent and warrant that:

  1. You own or control distribution rights to the Audio Content and have the full right, power and authority to enter into and fully perform this Agreement;
  2. You are an authorized account holder of a current author account on Auriel;
  3. You have obtained all rights necessary for Auriel to exercise the rights granted under this Agreement;
  4. The distribution of the Auriel Audio as permitted under this Agreement will not violate any applicable law or infringe upon or otherwise violate the intellectual property, proprietary or other rights of any person or entity, including contractual rights, copyrights, trademarks, common law rights, rights of publicity or privacy or moral rights;
  5. You will be solely responsible for, and will pay, any third parties any royalties that they are owed with respect to the exercise of the rights granted under this Agreement.

4. Creator Content Submission and Review

  1. Submission: You will submit Creator Content via Auriel’s online system or otherwise. Creator Content may be submitted incrementally as it becomes available, as atomic Creator Content Units. If you authorize Auriel to automatically ingest Creator Content from a third party source, this will be deemed a submission until you explicitly revoke authorization. Auriel may offer automatic ingest at its sole discretion. Auriel is under no obligation to provide automatic ingest, or if Auriel has already begun automatic ingest, to continue to provide automatic ingest.

  2. Auriel Review of Creator Content: Upon submission, Auriel may review the Creator Content. Auriel will have the right to accept or reject the Creator Content at its discretion or provide you instructions for how to meet Auriel’s standards. If Creator Content is submitted in incremental Creator Content Units, Auriel reserves the right to accept or reject each Creator Content Unit independently.

5. Auriel Audio Distribution

  1. Distribution Decisions: Auriel will have sole discretion over all decisions related to its distribution of the Auriel Audio, regardless of whether the distribution rights you grant to Auriel are exclusive or non-exclusive. Auriel is under no obligation to distribute the Auriel Audio, or if Auriel has already begun distribution, to continue to distribute the Auriel Audio, even if Auriel accepted the associated Creator Content.

  2. Distribution Timeline: Notwithstanding the above, Auriel will use commercially reasonable efforts to make your Auriel Audio available for distribution within 30 days of acceptance.

6. Royalties

This Section sets forth the terms by which Auriel will calculate and pay royalty payments (“Royalties”).

6.1 Royalty Calculation

You will receive the following royalty percentage of Net Attributable Revenue (defined below):

  • IF YOU ELECT TO GRANT AURIEL EXCLUSIVE DISTRIBUTION RIGHTS IN THE AUDIO CONTENT AND MAKE YOUR STORY AVAILABLE ON LAUNCH DAY: Auriel will pay you 80% of Net Attributable Revenue from your Auriel Audio for your story’s first year on the platform. Subsequently you’ll revert to the default non-promotional royalty rate.
  • IF YOU ELECT TO GRANT AURIEL NON-EXCLUSIVE DISTRIBUTION RIGHTS IN THE AUDIO CONTENT AND MAKE YOUR STORY AVAILABLE ON LAUNCH DAY: Auriel will pay you 60% of Net Attributable Revenue from your Auriel Audio for your story’s first year on the platform. Subsequently you’ll revert to the default non-promotional royalty rate.
  • IF YOU ELECT TO GRANT AURIEL EXCLUSIVE DISTRIBUTION RIGHTS IN THE AUDIO CONTENT: Auriel will pay you 50% of Net Attributable Revenue from your Auriel Audio.
  • IF YOU ELECT TO GRANT AURIEL NON-EXCLUSIVE DISTRIBUTION RIGHTS IN THE AUDIO CONTENT: Auriel will pay you 30% of Net Attributable Revenue from your Auriel Audio.

Voice Actor Royalty Contribution: IF YOU ELECT TO GRANT AURIEL EXCLUSIVE DISTRIBUTION RIGHTS AND USE A VOICE ACTOR ON THE AURIEL PLATFORM TO NARRATE YOUR WORK, Auriel will provide an additional royalty contribution of up to 10% of Net Attributable Revenue towards compensating the voice actor. This contribution may only be applied towards voice acting hourly rates at this time (in particular, not royalty share rates). This royalty contribution may not cause total royalties to exceed 90%. This contribution is disbursed to the voice actor through the Auriel platform.

No Royalties will be paid on Auriel Audio distributed for free for the purposes of review, sample, advertising, publicity, or promotion.

“Net Attributable Subscription Sales” means: the Auriel Subscription Revenue Attributable to Your Auriel Audio actually received by Auriel, less applicable taxes, promotional discounts, refunds, chargebacks, platform fees, payment processing fees, and currency conversion costs.

“Auriel Subscription Revenue Attributable to Your Auriel Audio” means: during the applicable accounting period, the fraction of each listener’s listening time that they allocated to your Auriel Audio multiplied by their subscription amount, summed over all listeners, less applicable taxes, promotional discounts, refunds, chargebacks, platform fees, payment processing fees, and currency conversion costs.

6.2 Reporting and Payments

  1. Auriel will provide an electronic payment in the amount of any Royalties due and a statement showing royalty calculations, on a calendar monthly net 30 day basis. This payment and reporting will commence with the first full month after your Auriel Audio is first distributed on Auriel.

  2. Rights Holders and Producers are solely responsible for their own compliance with applicable tax laws.

  3. Auriel may deduct or withhold any taxes that Auriel may be legally obligated to deduct or withhold from any amounts payable to you, and payments as reduced by such deductions or withholdings will constitute full payment and settlement to you.

  4. You will provide Auriel with any forms, documents, or certifications as may be required for Auriel to satisfy any information reporting or withholding tax obligations with respect to any payments.

  5. If the Royalties owed to you for any accounting period are less than $25, Auriel may withhold making a payment and carry such payment forward to the next reporting period.

6.3 Royalty Withholding and Offset

  • If you are in breach of any of your obligations to Auriel (“Breach”) or if a third party has asserted that you did not have all rights required to grant the rights that you grant in this Agreement (“Third Party Claim”), royalties rightfully due to you on the Auriel Audio will continue to accrue, but Auriel may withhold royalty payments until you cure the Breach or fully resolve the Third Party Claim.

  • You will notify Auriel of any Breach or Third Party Claim of which you are aware within 5 days after you learn of the Breach or Third Party Claim.

  • Auriel is entitled to offset amounts that you owe Auriel related to an Auriel Audio against royalty payments Auriel owes you on the applicable Auriel Audio.

7. Termination

In addition to the termination rights described in Section 2.2 “Rights You Grant to Auriel”:

  1. Auriel may terminate this Agreement immediately if you have materially breached this Agreement.

  2. Either party may terminate this Agreement by giving notice at least 30 days prior to the end of the final Initial Term or Renewal Term.

Upon termination:

  1. All rights granted to Auriel will revert to you.
  2. Auriel may continue to distribute existing Audio Content until the end of the final Initial Term or Renewal Term.
  3. Within 60 days after termination, Auriel will issue payment of any amounts due to you under this Agreement in connection with Audio Content royalties during the Term.
  4. Auriel will retain all rights necessary for customer support and maintenance.
  5. Sections of this Agreement regarding grant of rights, payment, indemnification, limitation of liability, dispute resolution and general provisions will survive.

8. Indemnification

You agree to indemnify and hold Auriel, its Affiliates, and its sub-distributors, and their respective officers, directors, employees and agents (“Auriel Parties”) harmless from any losses, costs or liabilities arising from:

  • Your breach of this Agreement.
  • Your failure to meet any obligations in this Agreement.
  • Your negligence, strict liability, or intentional misconduct.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AURIEL’S TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL ROYALTIES ACTUALLY PAID TO YOU IN THE TWELVE MONTHS PRECEDING THE CLAIM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AURIEL SHALL NOT BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR OPPORTUNITIES.

10. Dispute Resolution

10.1 Governing Law

This Agreement shall be governed by the laws of the State of California, without regard to conflict of law principles.

10.2 Arbitration

Any disputes arising under this Agreement shall be resolved through binding arbitration in accordance with the arbitration provisions in Auriel’s Terms of Use, which are incorporated herein by reference.

11. General Provisions

11.1 Modifications

Auriel may modify this Agreement by providing 30 days’ written notice. Continued submission of Creator Content after such notice constitutes acceptance of the modifications. Authors may terminate this Agreement if they object to any modifications.

11.2 Assignment

You may not assign any of your rights and obligations under this Agreement without Auriel’s prior written consent. Auriel may assign any of its rights and obligations under this Agreement. Any attempted assignment in violation of this section will be null and void.

11.3 Entire Agreement

This Agreement, together with documents referred to herein, constitutes the entire agreement between the parties regarding Creator Content matters and supersedes any and all prior or contemporaneous understanding, agreement, or communication between you and us regarding Creator Content matters. You acknowledge that in executing this Agreement you are not relying on any express or implied representation, warranty, draft agreement, undertaking, promise collateral contract or other assurance or arrangement of any kind not contained herein.

11.4 Severability

If any provision of this Agreement is found unenforceable, the remainder shall continue in full force and effect.

12. Contact Information

Questions about this Agreement may be directed to: [email protected]

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