Royalties and Payments Policy

SERENADA ROYALTIES & PAYMENTS POLICY

Purpose

This Royalties & Payments Policy explains how Serenada calculates, allocates, reports and pays Royalties, Contributor Payments, Referral Payments and other earnings generated through the Platform.

This Policy should be read alongside Serenada’s Terms of Service, Referral Policy, Content & Community Rules, Disputes Policy and any other applicable platform policies.

Overview

Serenada operates a User-Centric Master Royalty Allocation model.

Under this model, the royalty allocation generated by a paid Subscriber is distributed only between the Rights Holders whose music that Subscriber actually listens to during the relevant reporting period.

Serenada does not operate a pooled royalty allocation model.

Serenada’s payment architecture is designed to support not only Rights Holders, but also the wider creative ecosystem through its Contributor Royalty Participation framework, allowing Rights Holders to share earnings with producers, writers, engineers, musicians and other collaborators.

Subscription Revenue Allocation

The allocation structure below sets out how Subscription Revenue is distributed. Percentages are the enduring legal rule. Pound sterling amounts are illustrative based on the current UK subscription price at the time of publication.

Subscription pricing and local currency allocations may vary by territory.

Referral and Marketing Allocation

At the time of publication, £1.00 per subscription is allocated to Serenada’s referral and marketing programme.

An equivalent local-currency allocation may apply in other territories.

This amount is not a royalty, licence fee, publishing payment, mechanical royalty or rights holder payment.

Where a qualifying referral exists, this amount may be used to fund Referral Payments in accordance with the Referral Policy.

Where no qualifying referral exists, this amount forms part of Serenada’s revenue.

Remaining Subscription Revenue

Following deduction of the Referral and Marketing Allocation, the balance is the Remaining Subscription Revenue.

Platform Allocation

30% of the Remaining Subscription Revenue is retained by Serenada.

Publishing and Collection Society Allocation

20% of the Remaining Subscription Revenue is allocated towards publishing, collection society, neighbouring rights and mechanical royalty obligations.

Rights Holders are responsible for:

  • Registering works where appropriate

  • Joining relevant collection societies

  • Providing accurate collection society details

  • Maintaining accurate ownership information

User-Centric Master Royalty Allocation

50% of the Remaining Subscription Revenue is allocated to the User-Centric Master Royalty Allocation.

This amount is distributed only between the Rights Holders whose recordings were streamed by the relevant Subscriber during the applicable reporting period.

Illustrative Example

Based on the current UK subscription price of £9.99 per month:

  • £1.00 is allocated to the Referral and Marketing Allocation

  • The Remaining Subscription Revenue is £8.99

  • 30% of £8.99 (£2.70) is retained by Serenada

  • 20% of £8.99 (£1.80) is allocated to publishing and collection society obligations

  • 50% of £8.99 (£4.50) is allocated to the User-Centric Master Royalty Allocation

Subscription pricing and local currency allocations may vary by territory.

Promotional and Paid Activity

Serenada distinguishes between promotional activity and royalty-generating activity.

Promotional activity exists to help Fans discover music, Artists and the Platform.

Royalty-generating activity occurs through paid Subscription listening that meets the requirements of a Qualifying Stream.

Unless expressly stated otherwise, promotional activity does not generate Royalties, Contributor Payments, Referral Payments or any other form of compensation.

Free access, preview use, promotional streams, Discovery Feed activity and other non-subscription use may be treated differently from paid Subscriber streams for the purposes of Serenada’s User-Centric Master Royalty Allocation model.

Such activity may nevertheless be retained, recorded, analysed, reported, accounted for or otherwise processed by Serenada where reasonably required for analytics, recommendation systems, fraud prevention, abuse prevention, licensing obligations, collection society reporting, regulatory compliance, legal obligations or operation of the Platform.

Discovery Feed and Promo Clips

Serenada’s Discovery Feed is designed to introduce Fans to music that may match their tastes and interests.

Discovery Feed content may include:

  • Promo Clips

  • Video clips

  • Artist content

  • Music excerpts

  • Discovery experiences

Discovery Feed activity is promotional in nature.

Views, impressions, interactions and engagement generated through Promo Clips or Discovery Feed activity do not constitute Qualifying Streams and do not generate royalty payments.

Free Listening

Serenada may make limited Free Listening available to Fans.

Free Listening is intended as a promotional mechanism to help Fans discover music and evaluate the Platform.

At launch, Fans may receive one free full playback of a Track before being encouraged to subscribe.

Serenada may modify, increase, reduce or remove Free Listening limits at any time in order to improve the effectiveness of the Platform and optimise subscription conversion.

Listening activity generated through Free Listening or other free access is promotional activity, does not constitute a Qualifying Stream and does not generate Royalties.

User-Centric Royalty Allocation

Serenada uses a User-Centric Master Royalty Allocation model.

Under this model, the distributable master royalty allocation generated by an individual Subscriber is distributed only between the Rights Holders of the recordings streamed by that Subscriber during the relevant reporting period.

Only Qualifying Streams will be included in Serenada’s User-Centric Master Royalty Allocation calculations, unless Serenada determines otherwise.

Other playback activity may be retained, analysed, discounted, excluded, reported or otherwise processed for operational purposes, analytics, fraud prevention, abuse prevention, rights administration, licensing requirements, collection society reporting, regulatory compliance or legal obligations.

If a Rights Holder accounts for 10% of a Subscriber’s Qualifying Streams, that Rights Holder receives 10% of that Subscriber’s distributable master royalty allocation.

If a Rights Holder accounts for 100% of a Subscriber’s Qualifying Streams, that Rights Holder receives 100% of that Subscriber’s distributable master royalty allocation.

Where a Subscriber generates no Qualifying Streams during a reporting period, no royalty allocation event occurs.

In such circumstances, the unallocated User-Centric Master Royalty Allocation associated with that Subscriber may be retained by Serenada and applied towards the operation, maintenance, development, compliance, security and ongoing improvement of the Platform.

Qualifying Streams

For the purposes of Serenada’s User-Centric Master Royalty Allocation model, a Qualifying Stream is a playback event that:

  • originates from a paid Subscription;

  • involves at least 30 seconds of active listening;

  • is determined by Serenada to constitute genuine listening activity; and

  • is not excluded under Serenada’s fraud prevention, abuse prevention or compliance procedures.

The 30-second threshold is intended to promote fairness across different genres and track lengths.

Playback events below the 30-second threshold, or that otherwise fail to satisfy the definition of a Qualifying Stream, ordinarily fall outside Serenada’s User-Centric Master Royalty Allocation calculations.

Such activity may nevertheless be recorded, retained, analysed, reported or otherwise processed for analytics, recommendation systems, fraud prevention, abuse prevention, licensing requirements, collection society reporting, regulatory compliance, legal obligations or operation of the Platform.

The following activity does not ordinarily constitute a Qualifying Stream:

  • Discovery Feed activity;

  • Promo Clips;

  • Promotional previews;

  • Free Listening activity; and

  • Invalid, artificial, automated, manipulated, abusive or fraudulent activity.

Serenada may determine, acting reasonably and in good faith, whether playback activity constitutes a Qualifying Stream and may exclude activity that it reasonably believes fails to satisfy the requirements of this Policy.

Contributor Royalty Participation

Serenada allows Rights Holders to voluntarily share a portion of their master-side royalty earnings with Contributors.

Contributors may include:

  • Songwriters

  • Producers

  • Composers

  • Topliners

  • Session musicians

  • Mix engineers

  • Mastering engineers

  • Sound designers

  • Vocal producers

  • Managers

  • Other collaborators recognised by the Rights Holder

Contributor Payments are funded solely from the Rights Holder’s royalty allocation.

Contributor Payments do not reduce:

  • Serenada’s platform allocation

  • Referral allocations

  • Publishing allocations

  • Collection society allocations

Serenada does not determine:

  • Who should be recognised as a Contributor

  • Which Contributors should participate in royalty earnings

  • The percentage allocated to any Contributor

  • The commercial terms agreed between collaborators

These decisions remain entirely under the control of the Rights Holder.

Contributor Participation Principles

The Contributor Royalty Participation framework operates according to the following principles:

  • Rights Holders decide who participates

  • Rights Holders decide allocation percentages

  • Contributors choose whether to confirm participation

  • Serenada administers agreed allocations

  • Serenada does not determine creative contribution

  • Serenada does not determine commercial entitlement

  • Serenada does not arbitrate commercial negotiations between collaborators

Contributor Onboarding, Verification and Payment

Where a Rights Holder identifies Contributors in connection with a Track, Serenada will invite those Contributors to create an account and verify the information provided.

Tracks will go live in accordance with Serenada’s Terms and applicable platform requirements.

Contributor onboarding is not a prerequisite to publication.

Contributor earnings may accrue before Contributor onboarding is completed.

Before payment can be made, Contributors must:

  • Create a Serenada account

  • Confirm relevant information

  • Complete identity verification

  • Complete KYC requirements

  • Provide payment information

  • Complete any required compliance procedures

Contributor earnings will be held until these requirements have been completed.

Where Contributor earnings fall below the applicable payment threshold, they will continue to accrue until the threshold is reached.

Where a Contributor has not completed onboarding, verification or payment setup, Serenada will retain the relevant Contributor earnings for a period of six (6) years whilst reasonable efforts are made to contact and onboard the Contributor.

Following expiry of that period, Serenada may deal with any unclaimed amounts in accordance with applicable law and its internal policies.

Where Contributor information is disputed, payment of the disputed amount may be delayed, withheld or otherwise treated in accordance with Serenada’s Disputes Policy.

Serenada acts solely as an administrator of Contributor allocations supplied by Rights Holders and is not responsible for determining ownership, authorship, contribution levels, commercial entitlement or other matters that may arise between collaborators.

Publishing and Collection Society Payments

Serenada may allocate funds towards publishing, neighbouring rights, mechanical royalties and collection society obligations.

Rights Holders remain responsible for:

  • Registering their works

  • Joining relevant collection societies

  • Maintaining accurate collection society details

  • Maintaining accurate ownership information

Serenada will use reasonable endeavours to make publishing, neighbouring rights, mechanical royalty and collection society payments in accordance with the information provided by Rights Holders.

Serenada’s obligation in respect of such payments is satisfied when payment has been made to the relevant collection society, PRO, CMO or other designated organisation in accordance with the information available to Serenada.

Rights Holders remain responsible for collecting monies from the relevant collection society, PRO, CMO or other organisation.

Serenada is not responsible for delays, non-payment, underpayment or other losses arising from a Rights Holder’s failure to register works, maintain accurate registration information, join an appropriate collection society or collect monies from the relevant organisation.

Invalid Activity and Fraud Prevention

Serenada may exclude, discount, reverse or withhold streams and payments where activity is determined to be:

  • Artificial

  • Automated

  • Manipulated

  • Abusive

  • Fraudulent

  • Invalid

Fraud prevention measures may include:

  • Behavioural analysis

  • Device analysis

  • Session analysis

  • Replay monitoring

  • Bot detection

  • Network analysis

  • Anomaly detection

  • Other fraud prevention systems

Streams excluded through fraud prevention procedures will not be eligible for royalty allocation.

Royalty Reporting

Serenada will make reasonable efforts to provide reporting through the Platform.

Reports may include:

  • Qualifying Streams

  • Royalty calculations

  • Revenue allocations

  • Subscriber activity

  • Contributor allocations

  • Payment history

  • Referral earnings

Serenada reserves the right to amend reporting formats and methodologies.

All reporting is provisional until final reconciliation and remains subject to correction, adjustment or amendment in accordance with this Policy.

Serenada may amend, update or revise reporting methodologies, allocation methodologies, qualification criteria and reporting formats where reasonably necessary to improve accuracy, comply with legal obligations, respond to fraud or abuse, implement operational improvements or reflect changes in licensing, collection society or regulatory requirements.

Payment Processing

Royalties, Contributor Payments and Referral Payments are processed following the applicable reporting and reconciliation period.

Serenada may delay payment where necessary for:

  • Fraud prevention

  • Chargeback review

  • Payment reconciliation

  • Compliance reviews

  • Dispute resolution

  • Regulatory obligations

At launch, payments are expected to operate on an approximate three-month processing cycle following the end of the relevant reporting period.

Payment Thresholds

The minimum payment threshold at launch is:

  • £25 GBP; or

  • $25 USD

depending on the payment currency selected by the payee.

The minimum payment threshold applies equally to:

  • Royalty Payments

  • Contributor Payments

  • Referral Payments

Where earnings fall below the applicable threshold, earnings will be retained and carried forward until the threshold is reached.

Serenada may amend payment thresholds from time to time.

Verification and KYC

Before receiving payments, Rights Holders, Contributors and other payees must complete any verification requirements specified by Serenada.

These may include:

  • Identity verification

  • KYC checks

  • Tax verification

  • Compliance reviews

  • Payment account verification

Payments may be delayed, withheld or cancelled where required verification has not been completed.

Self-Billing

Artists, Rights Holders and Contributors authorise Serenada to generate royalty statements, self-billed invoices and other payment documentation on their behalf in connection with Royalties, Contributor Payments and Referral Payments.

Serenada may maintain records of such documents and provide access to them through the Platform.

Additional self-billing procedures may apply from time to time.

Taxes and VAT

Rights Holders, Contributors and other payees remain responsible for their own tax affairs unless otherwise required by law.

Serenada may collect, withhold, report or remit taxes where legally required.

Additional VAT, self-billing and tax procedures may apply in certain jurisdictions.

Unclaimed Funds

Where payments cannot be completed due to:

  • Missing information

  • Incomplete onboarding

  • Failed verification

  • Invalid payment details

  • Failed payment attempts

Serenada may retain the relevant funds pending resolution.

Where Contributor earnings cannot be paid because onboarding has not been completed, Serenada may retain those earnings for a period of six (6) years whilst reasonable efforts are made to identify, contact and onboard the relevant Contributor.

Following expiry of that period, Serenada may deal with any unclaimed amounts in accordance with applicable law and its internal policies.

Withholding Rights

Serenada may withhold, freeze, delay, offset, reverse or recover payments where reasonably necessary to:

  • Investigate fraud

  • Resolve ownership disputes

  • Resolve contributor disputes

  • Resolve payment disputes

  • Comply with legal obligations

  • Comply with regulatory obligations

  • Correct reporting errors

  • Recover overpayments

Serenada may correct, adjust, reverse, delay, reconcile, offset or recover royalty calculations, reserves, reports or payments where reasonably necessary to address reporting errors, usage corrections, fraud or abuse, chargebacks, rights disputes, contributor disputes, collection society claims, licensing requirements, overpayments, underpayments or changes in applicable reporting, accounting, tax or payment obligations.

Changes to this Policy

Serenada may amend this Royalties & Payments Policy from time to time.

Continued use of the Platform following any amendment constitutes acceptance of the updated Policy.

Contact

Questions regarding this Policy may be submitted to:

support@serenada.music