Version: 0.2.0 (draft) · Effective: upon publication
This Royalty & Payout Agreement (the "Agreement") forms part of the Terms of Service and is entered into between the creator identified in the Sazalem account ("you", "Creator") and Sazalem, in respect of royalties and other compensation arising from the publication of your content on the Service. "Sazalem" means jointly SerikB LLC (California, USA, the "Licensor") and Sazalem LLP (ТОО «Сазалем», Kazakhstan, the "Local Operator"). Royalty calculation, payout processing and tax withholding for Kazakhstan-resident creators are performed by the Local Operator together with Abyroy (defined in §1); royalty obligations to non-Kazakhstan-resident creators are performed by the Licensor.
A central feature of this Agreement is that the collection, calculation, distribution and reporting of statutory royalties and neighboring-rights remuneration is administered by «Әбырой» (transliterated as "Abyroy"), the Republican Public Association "Authors Society 'Abyroy'" (Республиканское общественное объединение «Авторское общество «Абырой»», abyroy.kz, BIN 100440020574), a Kazakhstan-licensed collective management organization ("CMO") with which Sazalem has a contractual relationship as platform operator. By accepting this Agreement you expressly mandate Abyroy, on a non-exclusive basis, to act as your collective royalty administrator for all uses of your works on the Service and (where extended by your separate Abyroy mandate) beyond the Service.
In this Agreement:
- "Abyroy" means the Republican Public Association "Authors Society 'Abyroy'" (Республиканское общественное объединение «Авторское общество «Абырой»», abyroy.kz, BIN 100440020574), a Kazakhstan-licensed collective management organization. - "Catalogue" means all of the works, recordings and other rights-protected material that you have published on the Service or that have been published on the Service with your authority. - "Creator Dashboard" means the in-product reporting and statement interface available at admin.sazalem.com (or its successor) and/or in the Sazalem mobile applications. - "Net Revenue" has the meaning given in §3.2. - "Payout Cycle" has the meaning given in §5.1. - "Reporting Period" means a calendar month. - "Splits" means the per-track allocation of revenue among contributors (composer, lyricist, performer, arranger, producer, etc.) as set in the release form on Sazalem and confirmed in your Rights Attestation. - "Stream" means a verified, monetizable play of one of your Recordings on the Service that meets the count criteria published in the Creator Dashboard from time to time (today: at least 30 seconds of audible playback by a logged-in, non-blocked listener).
Capitalized terms not defined here have the meaning given in the Terms of Service.
2.1. Grant of mandate. You appoint Abyroy as your non-exclusive collective management organization for the administration of:
(a) statutory royalties accruing in connection with the use of your Catalogue on the Service, in any of the categories recognized under Kazakhstan law (mechanical reproduction, public performance, broadcasting, communication to the public, including making-available, and equitable remuneration for performers and producers); (b) such additional rights-administration services as you may authorize by separate agreement directly with Abyroy (including, where applicable, third-party collection from radio, television, public venues, foreign CMOs and online platforms other than Sazalem).
2.2. Non-exclusive. Nothing in §2.1 prevents you from appointing another CMO or from exercising your rights individually in respect of any use that is not covered by Abyroy's mandate.
2.3. Members and non-members. You do not need to be a formal member of Abyroy to receive payouts under this Agreement; Abyroy maintains a "rightsholder register" that includes Sazalem creators by operation of this Agreement. Formal Abyroy membership may give you additional rights and services that are governed by Abyroy's membership terms.
2.4. Mandate withdrawal. You may withdraw the mandate granted in §2.1 by giving thirty (30) days' written notice to Abyroy and to Sazalem at legal@sazalem.com. Withdrawal does not affect:
(a) royalties already collected by Abyroy in respect of the withdrawal-notice date and earlier; those are paid out to you in the next available Payout Cycle in accordance with §5; (b) Sazalem's right to continue distributing your Catalogue under the Content License, to the extent that license remains in force; and (c) any agreement you have made directly with Abyroy that has its own termination procedure.
3.1. Revenue sources. Revenue attributable to your Catalogue includes, without limitation: subscription revenue, advertising revenue, single-track sales, downloads, carrier-billing payments, sponsorships and any other monetization Sazalem operates in respect of your Catalogue.
3.2. Net Revenue. "Net Revenue" means gross revenue actually received by Sazalem in respect of your Catalogue in a Reporting Period, less:
(a) payment-processor fees, mobile-carrier billing fees, currency- conversion fees and chargebacks actually incurred in respect of that revenue; (b) refunds and returns; (c) sales taxes, value-added tax, withholding tax and other taxes that Sazalem is legally obliged to withhold or remit in respect of that revenue; (d) bona fide bad-debt write-offs (recovered later, if and when recovered); (e) the platform fee retained by Sazalem (see §3.5).
3.3. Revenue pool model. Sazalem operates a pro-rata revenue pool model for subscription and advertising revenue. For each Reporting Period, the Net Revenue attributable to a service tier (for example, the standard subscription tier) is pooled and allocated among Recordings in proportion to qualifying Streams of each Recording in that tier and Reporting Period, with weightings applied as published in the Creator Dashboard from time to time (for example, an audio-quality bonus, an active-listening bonus or a heritage-content support bonus).
3.4. Per-recording allocation. The amount allocated to a Recording in a Reporting Period is then divided among the Splits configured for that Recording, with the per-Split allocation flowing to the contributor identified in that Split.
3.5. Platform fee. Sazalem retains a platform fee out of Net Revenue to cover hosting, content-delivery, moderation, payment processing, customer support, product development and other platform costs. The current platform fee is published in the Creator Dashboard. Any change to the headline platform fee will be notified to Creators at least thirty (30) days before it takes effect.
3.6. No guaranteed minimum per Stream. Because the model is a pro-rata revenue pool rather than a fixed per-Stream rate, your realized per-Stream rate will vary from Reporting Period to Reporting Period.
4.1. Splits source. The Splits for each Recording are those configured in the release form at the time of submission and confirmed by your Rights Attestation. The total of Splits for each Split kind (for example, "songwriting" or "master") must equal one hundred per cent (100 %).
4.2. Edits to Splits. You may edit Splits for Recordings you control before the Reporting Period closes; once a Reporting Period is closed for accounting (see §5.2) the Splits at close are final for that Reporting Period.
4.3. Disputed Splits. If a co-contributor disputes the Splits, we will (a) hold the disputed share, (b) ask all listed contributors to re-confirm or amend the Splits in writing, and (c) release the held share once the dispute is resolved or upon a court order. We do not adjudicate Splits disputes.
5.1. Cycle. A "Payout Cycle" is one calendar month. Net Revenue accrued in calendar month N is paid out in calendar month N+2, on the 25th of that month or the next business day in the Republic of Kazakhstan if the 25th is a non-business day. The two- month lag accommodates carrier reconciliation, foreign-CMO reporting and chargeback windows.
5.2. Closing date. The accounting books for a Reporting Period close on the 15th of the following month. Splits, Acceptable-Use suspensions and takedowns recorded after the close apply to subsequent periods only.
5.3. Threshold. The minimum payout threshold is 5,000 KZT (or the equivalent in your payout currency). If your accrued balance is below the threshold at the end of a Payout Cycle, the balance carries forward to the next Payout Cycle.
5.4. Currency. Royalties are accrued in KZT. Payouts to a KZT bank account are made in KZT. Payouts to a non-KZT account are converted at the National Bank of Kazakhstan ("NBK") published mid-rate on the conversion date, less the actual currency-conversion fee charged by the paying bank.
5.5. Methods. Payout methods supported on a country-by-country basis are listed in the Creator Dashboard and currently include: Kaspi.kz transfer, Halyk Bank transfer, Forte Bank transfer, domestic IBAN transfer in KZT, and (subject to compliance and sanctions screening) international wire transfer. Future methods (including stablecoin transfers such as USDT TRC-20) may be added and will be governed by the Creator Dashboard at the time of payout.
6.1. Monthly statement. A statement covering each Reporting Period is made available in the Creator Dashboard within fifteen (15) days after close (i.e. by the 30th of the month following the Reporting Period). The statement details qualifying Streams, allocated Net Revenue, applied Splits, taxes withheld, the platform fee and the resulting payable balance.
6.2. Right to audit. You have the right, no more than once in any twelve-month period and on at least thirty (30) days' written notice, to audit the calculation of your royalties for the most recent twenty-four (24) months. The audit must be performed by an independent accountant of standing, who must accept Sazalem's and Abyroy's confidentiality terms before being given access. You bear the cost of the audit unless the audit shows an under-payment to you of more than five per cent (5 %), in which case Sazalem and Abyroy will reimburse the reasonable, documented cost of the audit and promptly pay any shortfall together with interest at the NBK refinancing rate.
6.3. Errors. Without prejudice to §6.2, if you believe a statement is incorrect you may raise the issue in the Creator Dashboard within ninety (90) days of the statement date. Disputes raised after that period are time-barred unless they relate to demonstrable fraud.
7.1. Withholding. Where Sazalem or Abyroy are legally obliged to withhold individual income tax, social tax, mandatory pension contributions, mandatory medical-insurance contributions or non-resident withholding tax in respect of your royalties, that amount is withheld and remitted to the competent Kazakh authority on your behalf, and is shown on your statement.
7.2. Tax-status responsibility. You are responsible for keeping your tax-status information (residence, individual entrepreneur status, business identification number, IIK (individual identification number), VAT registration where relevant) accurate in the Creator Dashboard. We rely on the most recent information you have provided. If your information is wrong and we are required to make additional payments to the tax authority, you reimburse us on demand.
7.3. Non-residents. Royalty payments to non-residents of Kazakhstan may be subject to withholding tax under Kazakh law and to double-taxation treaties. We will apply the treaty rate if you have provided a valid tax-residence certificate.
7.4. No tax advice. Nothing in this Agreement constitutes tax advice. You should consult a qualified tax adviser.
8.1. Grounds for suspension or claw-back. Sazalem may, in cooperation with Abyroy, suspend a payout, withhold a balance, or claw back a payout already made, in any of the following cases:
(a) reasonable suspicion of fraud, manipulation of Streams, fake accounts, click-farming, bot traffic or coordinated inauthentic behavior in respect of your Catalogue; (b) a takedown that affects the relevant Recordings (see Takedown Policy); (c) a Splits dispute under §4.3; (d) failure to maintain valid KYC or to satisfy sanctions screening; (e) a court order, regulatory order or binding instruction from a competent Kazakh authority; (f) a chargeback or refund of the underlying revenue.
8.2. Process. Where we suspend or claw back, we notify you in writing through the Creator Dashboard with the reason and the expected duration. You may submit additional information or appeal under Acceptable Use Policy §7.
8.3. Release. We release a held balance promptly once the underlying issue is resolved.
financing 9.1. Screening. Sazalem and Abyroy screen Creators and payout counterparties against United Nations, European Union, United Kingdom, United States and Kazakhstan sanctions lists. A Creator who appears on a sanctions list, or who is a national or ordinary resident of a comprehensively sanctioned jurisdiction, is not eligible for payouts; royalties accrued for such a Creator are held subject to applicable law and may be reported or surrendered to the competent authority.
9.2. AML controls. Where AML thresholds are crossed, we may require enhanced KYC and source-of-funds documentation before releasing a payout.
10.1. If a payout cannot be delivered to a Creator after reasonable attempts (for example, the Creator's bank account is closed and the Creator does not respond to our requests for updated details), the balance is held in a segregated unclaimed-funds register.
10.2. After three (3) years of unclaimed status, balances may be (a) escheated to the competent Kazakh authority where required by law, or (b) at Sazalem's and Abyroy's joint discretion, applied to a charitable or heritage-preservation fund operated for the benefit of Kazakh musicians and authors. Where balances are applied to a charitable fund, an annual report is published.
11.1. The conclusion of this Agreement does not transfer any copyright, performer's right or other intellectual-property right to Sazalem. Your rights in your Catalogue are licensed under the Content License.
11.2. Abyroy administers royalties as your agent under the mandate in §2; Abyroy does not become the owner of your rights.
12.1. You may not assign this Agreement without our written consent, which we will not unreasonably withhold. We may assign this Agreement (a) to an affiliate, (b) to a successor in connection with a merger, acquisition or sale of assets, or (c) where required by law.
12.2. Abyroy may, with notice to you, assign its administration function to another Kazakh CMO that meets at least the same operational standards.
13.1. This Agreement is concurrent with the Terms of Service. It takes effect when you accept it and continues until your account is terminated.
13.2. Sections that by their nature survive termination — including the audit right (§6.2), tax indemnity (§7.2), claw-back (§8), unclaimed funds (§10), and dispute resolution (§14) — survive.
14.1. Governing law. This Agreement is governed by, and construed in accordance with, the laws of the State of California, United States of America, without regard to its conflict-of-law principles.
14.2. Mandatory pre-arbitration negotiation. Before commencing arbitration, the parties will attempt to resolve any dispute by good- faith negotiation for thirty (30) days from written notice.
14.3. Binding arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement that is not resolved under §14.2 will be resolved by final and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures, seated in San Francisco, California, United States of America, before a single arbitrator. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
14.4. Class-action waiver. Claims must be brought in the parties' individual capacity and not as plaintiff or class member in any purported class, collective or representative proceeding.
14.5. Local mandatory law. Where mandatory consumer-protection or labor law in your country of ordinary residence prohibits foreign arbitration as applied to you, that prohibition prevails to the extent required by law; the rest of this section continues to apply. For Kazakhstan-resident Creators, this means that disputes concerning the Local Operator's tax-agent obligations, payout processing in Kazakhstan or the Local Operator's mandate to Abyroy that cannot under Kazakh mandatory law be submitted to foreign arbitration may be brought before the competent courts of the Republic of Kazakhstan against the Local Operator only.
14.6. Equitable relief. Either party may bring an action for preliminary injunctive or other equitable relief in the state or federal courts located in San Francisco County, California, to protect its intellectual-property rights, confidential information, or to recover funds in clear cases of fraud or claw-back under §8.
15.1. In case of a conflict between this Agreement, the Terms of Service, the Content License and any separate written agreement directly between you and Abyroy, the documents apply in the following order of priority: (a) the direct written agreement with Abyroy (only as to its subject matter); (b) this Agreement; (c) the Content License; (d) the Terms of Service.
15.2. This Agreement is published in Kazakh, Russian and English. The Kazakh language version prevails for Creators ordinarily resident in Kazakhstan; the English language version prevails for all other Creators.
Notices to Sazalem under this Agreement must be sent to legal@sazalem.com. Notices from us to you are validly given by posting in the Creator Dashboard or by email to the address on file.
Contact: legal@sazalem.com (legal questions), payouts@sazalem.com (payout queries) · SerikB LLC (California, USA, Licensor) · Sazalem LLP / ТОО «Сазалем» (Kazakhstan, Local Operator)