Payments Module Addendum

BACKGROUND

This Addendum is incorporated into the Software as a Service Agreement between the Parties, under which Curve provides software applications and platforms to the Customer via the internet for royalty processing and payments ("Main Agreement").

Curve has entered into a relationship with a Payment Partner, allowing the Customer to benefit from a direct payment system through the Curve Software for artists and related accounts ("Payment Module Services").

Curve agrees to provide, and the Customer agrees to take and pay for, Curve's Payment Module Services per the terms of this Addendum.

TERMS AGREED

Definitions and Interpretation

In this Addendum, the terms below and those in the Introduction hold these meanings. Unless otherwise specified, defined terms in the Main Agreement apply:

Parties: The parties to the Main Agreement and this Addendum, namely Curve and the Customer.

Payment Module Fees: Fees for using Payment Module Services (includes per-payment fee, transaction volume percentage, and FX fees), per the rates at [link].

Payment Partner: The banking/payments provider recommended by Curve.

Payment Partner Services: Services provided by the Payment Partner on their terms, or as otherwise agreed.

Support Service: Support provided by Curve for the Payment Module Services as per Curve’s policy, found at www.curveroyaltysystems.com or a notified website.

Incorporation into Main Agreement

This Addendum is part of the Main Agreement; all Main Agreement terms apply here to the Payment Module Services unless expressly excluded.

Use of Payment Module

Subject to paying the required Payment Module Fees, Curve agrees to introduce the Customer to Curve’s Payment Partner. The Customer must apply to the Payment Partner on mutually agreed terms.

Customer acknowledges:

1. Curve’s Payment Partner may reject the Customer’s application or raise concerns with transactions. In case of full rejection, Curve will terminate the Payment Module Services and refund any Payment Module Fees.
2. Curve does not hold Customer funds or process payments; Curve's Payment Module only enables the Customer to instruct payments via Curve’s platform.

If the Customer requires Payment Partner Services for related entities, a similar agreement must be entered. Curve reserves the right to change the Payment Partner with 30 days’ written notice.

Provision of Payment Module Services

Curve will provide the Payment Module Services during the Subscription Term, using reasonable care. Curve is not responsible for the Payment Provider’s availability or liability.

The Payment Module Services will aim for 24/7 availability, except for:

• Planned maintenance with advance notice.
• Unscheduled maintenance outside Business Hours, with reasonable notice.

Support Services are provided during European business hours (9 am - 5 pm) with a 99.5% uptime target. Response times for queries are 24 hours on Business Days; critical issues will be addressed within 4 hours.

Curve may amend Payment Module Services periodically, with notice, and updates on currency or payout method changes will be promptly provided.

Customer Obligations

The Customer agrees to:

• Provide necessary and accurate information for Payment Module Services.
• Use the Payment Module solely for royalty-related purposes.
• Avoid high-risk activities (e.g., FX trading, money laundering).
• Use multi-factor authentication for account-related activities.
• Ensure only Authorized Users access the Payment Module Services.

Charges and Payment

In return for Services, the Customer shall pay Payment Module Fees as per this clause.

• Payment Module Fees exclude VAT.
• Currency conversions are at market rates, with FX fluctuation risks borne by the Customer.
• Curve may increase the Fees with notice. If unacceptable, the Customer may terminate this Addendum with notice.

Intellectual Property Rights

The Customer acknowledges:

• Intellectual Property Rights for Payment Partner Services are owned by Payment Partner or its licensors.
• Curve owns Intellectual Property for APIs used to transfer data to the Payment Partner.

Data Protection

If the Payment Partner processes Personal Data on the Customer's behalf, the data protection terms in the Payment Partner Terms apply.

Liability

Neither party limits liability for:

• Death or injury due to negligence.
• Fraud or misrepresentation.
• Breach of statutory warranties.

Curve's liability to the Customer under this Addendum shall not exceed the fees paid for the Payment Module in the past 12 months.

Legal Compliance

During the Main Agreement Term, the Customer agrees to:

• Comply with all applicable laws, including export controls and Sanctions Laws.
• Ensure no sanctioned person or entity benefits from the Payment Module Services.

Term and Termination

This Addendum commences on the Commencement Date and continues until terminated with at least 30 days' notice, expiring on the last day of the month.

Third Party Rights

A person who is not a party to this Addendum has no rights to enforce any terms.

Governing Law and Jurisdiction

This Addendum shall be governed by the law of England and Wales, with exclusive jurisdiction given to its courts, though Curve may pursue proceedings in other jurisdictions.

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CONTACT US
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:
Curve Royalty Systems Limited
7 Bell Yard
London
WC2A 2JR
UK
hello@curveroyaltysystems.com