MUSIC DISTRIBUTION SERVICES AGREEMENT

Last update: March 11, 2024

This Music Distribution Services Agreement (the "Agreement") is entered into by and between VS GLOBAL LEADERS FACTORY S.L.U. organized under the laws of Spain, with its principal place of business located at c/ Enric Morera 5, Bx 08902, L’Hospitalet del Llobregat, Barcelona, Spain (“Distromotion” or “We”"), and You (the "Recording Rights Holder" or “RRH”).

Contents

1.DEFINITIONS.. 2

2. PROVISION OF SERVICES.. 5

3. RESTRICTIONS. 6

4. Customer Data. 7

5. Change Control7

6. Personal data. 7

7.GRANT OF RIGHTS TO DISTROMOTION.. 9

8.DISTRIBUTION.. 11

9.YOUR OBLIGATIONS TO US.. 12

10.YOUR OBLIGATIONS TO OTHERS.. 13

11.OUR OBLIGATIONS TO YOU.. 14

12.YOUR OBLIGATIONS.. 15

13.COMPENSATION.. 19

14.LIABILITY.. 21

15.LIMITATION OF LIABILITY. 22

16. TERM AND TERMINATION.. 23

17. LINKS To Other Web Sites. 25

18. CHANGES.. 26

19. YOUR WARRANTY TO US.. 26

20. COPYRIGHT AND OTHER INTELLECTUAL PROPERTY.. 28

21.Confidentiality. 30

22. ASSIGNMENT RIGHTS.. 31

23. GOVERNING LAW... 31

24. DISPUTE RESOLUTION.. 31

25. ENTIRE AGREEMENT.. 31

26. AMENDMENTS.. 32

27. NOTICES.. 32

1.DEFINITIONS

The definitions and rules of interpretation in this clause apply in this Agreement.

Agreement: this agreement, and any other document referred to in these Standard Terms and Conditions. In the event of any conflict between the Special Terms and any other part of this Agreement, the Special Terms shall to that extent prevail.

Authorised Users: Your employees, agents and clients who are authorised by You to use the Services and the Platform.

Business Day: a day other than a Saturday, Sunday or public holiday in Spain.

Business Hours: 10:00 to 16:00 local Spain time, each Business Day.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in Clause 11.

Customer Content: all recordings, artwork, photographs, liner notes, musical compositions, lyrics and other materials owned or controller by You or any Authorised User and which are uploaded to the Platform. may be amended or updated from time to time.

Fees: the fees payable for the Services as set out in this Agreement or the special terms.

Customer Data: the personal data inputted by You, Authorised Users, or Distromotion on Yours behalf for the purpose of using the Services or facilitating Yours use of the Services.

‘Digital Music Stores’ means the website, platforms, or apps where the Recordings will be available to the public including but not limited to iTunes and Spotify. A full list of Digital Music Stores is available from us on request.

Effective Date: the date of this Agreement.

‘Gross Income’ means all monies, fees and royalties received by Distromotion from the sales of the Recordings;

‘Intellectual Property’ means copyrights, domain names, database rights, design rights, trademarks, and all other creations registered or otherwise that can be protected under patent, copyright, trademark or similar laws in the Territory;

‘Materials’ means any materials used to promote the Recordings including but not limited to artwork, trademarks, logos, cd covers, pictures, video clips, artists name, biographies, lyrics to songs, digital booklets, and press releases;

‘Metadata’ means information associated with a release that You, Your Artists/Labels provide to us including artist names, artist store IDs, barcodes, ISRC codes (track codes), composers, producers, album titles, track titles, dates, Performer Lyricist, and publisher details, PRO Affiliations and membership numbers, copyright information and any other information required by Digital Music Stores, or supplier of any other Services;

‘Moral Rights’ means recognising an author's interest in controlling the use of their creative work. They include the rights of: Moral rights are related to but distinct from copyright. Copyright protects the economic interests of copyright owners while Moral rights protect noneconomic rights of the work’s creator;

‘Distromotion Platform’ means an online platform owned, developed, and hosted by Distromotion that allows users to upload their Recordings, edit their releases, view monthly sales, download statements and use other tools that Distromotion makes available at any time.

‘Net Revenues’ means Distromotion’s actual receipts from Our distribution partners less any tax, fee or other charge related to the sale of the Recordings;

‘Personal Data’ means information relating to a natural person who can be identified or who are identifiable from the information in question or who can be indirectly identified from the information in combination with other information including but not limited to email addresses, phone number, banking details, biographies, address, credits;

‘Recordings’ mean original, fully edited, fully mixed down, digital, audio and video recordings delivered to Distromotion;

‘Attribution’, meaning the right to be credited as the author of a work.

‘Integrity’, meaning the right to control some modifications to and destruction of a work.

‘Sales Sheet’ means the document containing an overview of information about the release as well as details of any marketing and promotional activities. (This is also known within the music industry as a One Sheet);

‘Services’ means Your use of Distromotion Platform, including but not limited to distribution of the Recordings to Digital Stores throughout the Territory and/or purchase of any other Services as agreed between the parties from time to time;

‘Special Terms’ means the stipulations, obligations, and provisions set forth in this Agreement to address particular aspects of the Agreement. Special Terms may override or supplement the General Terms of the Agreement to accommodate specific conditions.

‘Streaming Manipulation’ means any activity and/or method which involves the artificial creation, by human or non-human means, of online or offline plays on audio and/or audio-visual streaming services, where such plays do not represent bona fide end-user listening and/or views initiated by genuine consumers and taking place in the reporting country. Streaming Manipulation may involve or include, but is not limited to, increasing, generating or manipulating play counts, sales, follow counts, engagement activity, or other key metrics used by the Services and/or any Consumer Store, through the use of (A) bots, scripts, viruses, worms or any other computer codes, files, programs or automated processes; and/or (B) click-farms, troll-farms, inauthentic accounts, shared account information, or virtual private networks. Streaming Manipulation can be the result of activities undertaken with respect to either individual or groups of recordings in order to artificially improve chart positioning, increase market share, increase royalty or other payments, or for any other fraudulent or dishonest purposes.

‘Territory’ shall mean the World for delivery of digital Recordings. If You require territorial restrictions for an individual release, this should be included in the metadata at the point of submission.

1.2 Headings are inserted for convenience only and do not affect the interpretation of this Agreement.Any references, express or implied, to statutes or provisions shall be interpreted as references to those statutes or provisions as amended or re-enacted from time to time. References to Clauses and the Schedule are to clauses in and schedules to this Agreement. The Schedules form part of this Agreement.The terms include and including shall be construed as illustrative, without limiting the sense or scope of the words preceding them. A reference to in writing or written includes email. References to a person include natural persons, companies, partnerships and any other organisations (whether or not in each case having separate legal personality). References to one gender include references to the other gender.The singular includes the plural and vice versa.

2. PROVISION OF SERVICES

2.1. Subject to You making the payments referred to in Clause 9, Distromotion shall make the Platform available to You and Authorised Users and provide the Services to You and Authorised Users during the Term on and subject to the terms of this Agreement.

2.2 Distromotion shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for: (a) (b) planned maintenance carried out from time to time, which will be carried out outside Business Hours wherever possible, and which will be pre-notified to You; and unscheduled and necessary maintenance, which Distromotion will use all reasonable endeavours to keep to a minimum.

2.3 Distromotion will, as part of the Services and at no additional cost to You provide You with customer support services during Business Hours (except for items listed in Schedule 2 that do have a fee).For the avoidance of doubt, such support services will not be made available to Authorised Users except those on Your's staff. Distromotion may amend its support services policy in its sole and absolute discretion from time to time.

2.4. Distromotion hereby grants to You a nonexclusive, non-transferable right to use and to permit Authorised Users to use the Services and the Platform during the Term solely for Yours and Authorised Users' business operations.

2.5. The rights provided under this Clause 2 are granted to You only and are not granted to any subsidiary or holding Customer of You.

2.6. Distromotion reserves the right at any time to update any of the Services with improved or additional features and/or functionality (together New Features). Distromotion shall ensure that such New Features shall not negatively affect the operation of the Services, whether You chooses to use such New Features or not.

3. RESTRICTIONS

3.1. You undertake that each Authorised User shall keep a secure password for their use of the Services and Platform, and that each Authorised User shall keep their password confidential. You shall not, and shall ensure that each Authorised User does not: (a) except to the extent permitted by any applicable law or expressly permitted under this Agreement: (i) attempt to copy, modify, create derivative works from, frame, republish, download, display, transmit, or distribute all or any portion of the software underlying the Platform and/or the Services; oraccess all or any part of the Services and Platform in order to build a product or service which competes with the Services and/or the Platform; oruse the Services and/or Platform to provide services to third-parties except Authorised Users.

3.2. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Platform and, in the event of any such unauthorised access or use, promptly notify Distromotion. Distromotion reserves the right, without liability or prejudice to its other rights to You or any Authorised User, to disable Yours and/or any Authorised User's access to the Platform in the event of any breach of any provisions of this Clause.

4. Customer Data

As between Distromotion and You, You shall own all right, title and interest in and to all Customer Data and shall have sole responsibility for the accuracy and quality of all such Customer Data. In the event of any loss or damage to Customer Data, Yours sole and exclusive remedy against Distromotion shall be for Distromotion to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Distromotion. Distromotion shall not be responsible for any loss, destruction, alteration, or disclosure of Customer Data caused by any third-party. You are solely responsible for the clearance of all rights in respect of Customer Data in accordance with Clause 8.2.

5. Change Control

If You wish to make any change request it must do so using the processes set out in the Schedule (Change Control).Distromotion will give due consideration for any such request by You but will do so in thecontext of the Platform as a whole and the services it provides to all its customers, and it has no obligation to make any such change.If Distromotion implements a change at Yours request Distromotion is entitled to charge (and You agree to pay) an appropriate fee or fees in respect of such change, and such fees must be agreed by both parties in writing before there is any obligation on Distromotion to implement the change, as provided in Schedule.

6. Personal data

6.1. Distromotion shall, in providing the Services, comply with its privacy policy relating to the privacy and security of Your Data available at https://distromotion.com/policies/privacy-policyas such document may be amended from time to time by Distromotion in its sole discretion.

6.2. Both parties will comply with all applicable requirements of Data Protection Legislation. This Clause 6 is in addition to, and does not relieve, remove or replace, a party's obligations under Data Protection Legislation.

6.3. The parties acknowledge that: If Distromotion processes any personal data on Yours behalf You are the data controller and Distromotion is the data processor for the purposes of Data Protection Legislation. If Distromotion processes any personal data on behalf of any AuthorisedUser when performing its obligations under this Agreement, You or the Authorised User (as applicable) are the data controller and Distromotion is the data processor or subprocessor (as applicable) for the purposes of Legislation. Where Distromotion acts as a data processor, Schedule sets out the scope, nature and purpose of processing by Distromotion, the duration of the processing and the types of personal data and categories of data subject. Personal data may be transferred or stored outside the EEA in order to carry out the Services and Distromotion's other obligations under this Agreement.

6.4. Without prejudice to the above, You will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of Customer Data to Distromotion for the duration and purposes of this Agreement so that Distromotion may lawfully use, process and transfer Customer Data in accordance with this agreement on Yours behalf and on behalf of Authorised Users.

6.5 Without prejudice to the above, Distromotion shall, in relation to any personal data processed in connection with the performance by Distromotion of its obligations under this Agreement: (a) process that personal data only on the written instructions of You unless Distromotion is required by law to act otherwise; assist the data enforceable subject rights effective legal remedies; h and Distromotion complies with its obligations under Protection Legislation Data by providing an adequate level of protection to any personal data that is transferred; and Distromotion reasonable complies with instructions notified to it in advance by You with respect to the processing of the personal data; You, at Your cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; notify You without undue delay on becoming aware of a personal data breach; at the written direction of You, delete or return personal data and copies thereof to You on termination of the agreement unless required byapplicable law to store the personal data; and maintain complete and accurate records and information to demonstrate its compliance with this Clause 6. You acknowledge that due to the technical functions of the Platform and the Services delivered on the Platform, Distromotion may not be able to comply with certain instructions given under Clause 6.5, and in such a case Distromotion will notify You and unless an alternative arrangement can be agreed between the parties either party will have the right to terminate the provision of the Services to You in accordance with clause 16 under this Agreement.

6.6. The parties acknowledge that in the event that a third-party Authorised User is the data controller of any personal data processed by Distromotion, You will be a data processor of such data.You consent to Distromotion appointing third-party data storage and processing services under this Agreement. As between You and Distromotion, Distromotion shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this Clause 6. Distromotion undertakes that the Services will be performed with reasonable skill and care. Distromotion does not warrant that Your or Authorised Users' use of the Services will be uninterrupted or error-free; or that the Services or Platform will meet Your requirements.

6.7. Distromotion is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledges that the Services and Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Distromotion warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement, save those which You is obliged to obtain and maintain under Clause 6.2.

7.GRANT OF RIGHTS TO DISTROMOTION

7.1. In consideration of the Services provided by Us (or one or more of Our subcontractors) relating to the distribution of the Recordings and all Services associated with such distribution, You grant Us, and Our subcontractors an exclusive, irrevocable, transferrable license throughout the Territory (with a right to sublicense) during the Term to:

7.1.1. sell, store, display, compile, use, play, reproduce, copy, issue copies, adapt, convert, deliver, create digital Recording files, encode and transcribe, distribute, communicate to the public, exhibit, publicly perform, broadcast, synchronise, transmit, and make available the Recordings and other Material for distribution through Digital Music Stores approved by Us, and which may include without limitation, permanent downloads, temporary and or conditional downloads, interactive streaming, non-interactive streaming and use any locker storage or cloud storage services;

7.1.2. use the Recordings for other purposes such as Ringtones in so doing communicating to the public Your Recordings in the form of ringtones (and ringback tones) to be downloaded to mobile phones including ringtone previews, to sync Your Recordings so that they may be used in Karaoke and lip sync platforms which will allow users to sing along to Your Recordings, and use of Your Recordings in any other social media platform, including but not limited to, Facebook, You Tube, WhatsApp;

7.1.3. carry out Metadata corrections where required;

7.1.4. create ID files to identify the Recordings on Digital Music Stores servers;

7.1.5. authorise Digital Music Stores and Distromotion to use, perform and make available the names of your artists/bands and their trademarks, service marks or trade names relating to their band and the name, images and likeness of them and the band/artists whose performances are in the Recordings, together with, any Materials related to the Recordings for any advertising, marketing and promotional purposes;

7.1.6. offer royalty free periods to Digital Music Stores for promotions or trials;

7.1.7. offer Digital Music Stores preview clips;

7.1.8. to offer the Recordings to video sharing social networking services (including but not limited to Tik Tok) where the Recordings may be added to user generated content. In relation to this You agree to waive and agree never to assert any and all moral rights or to support, maintain or permit any action based on any moral rights this applies to. You also procure that anyone else contributing to those Recordings have also waived their Moral Rights in relation to those Recordings. You understand any use of the Recordings in this way may be used in perpetuity;

7.1.9. all necessary consents and rights including without limitation any amendment or enactment, to enable us to make the fullest possible use of the Recordings and other Materials (including without limitation the right to collect all income deriving from the Recordings distributed by Us) in accordance with the provisions of this Agreement including without limitation any and all consents required under Part II of the Act. For the avoidance of doubt, You will maintain ownership of Your copyright at all times.

7.2. You acknowledge that he/she may have the option to acquire other associated products and services that may be offered from time to time by Distromotion. The terms and conditions governing the acquisition of such additional products and services shall be outlined separately and shall not alter the terms of this agreement unless expressly stated otherwise.

8.DISTRIBUTION

8.1 We reserve the right not to distribute any Recordings that contain racial or religious hatred, encourages, or glorifies any criminal activity, or in which the finished product is not well produced or made and is deemed to not be of a releasable quality or within the rules published by the Digital Music Stores.

8.2 The agreements between Us or our Subcontractors and the Digital Music Stores shall determine the terms on which the Recordings are sold or made available. You acknowledge that the Digital Music Stores have the discretion to choose if and to what extent they exploit the Recordings and We cannot guarantee that the Recordings, or any part, will be exploited by the Digital Music Stores.

9.YOUR OBLIGATIONS TO US

9.1 You shall: (a) (b) provide all necessary co-operation as may be required by Distromotion in order to provide the Services; and ensure that the Authorised Users use the Services and the Platform in accordance with the terms and conditions of this Agreement and shall be responsible for any breach of this Agreement caused by an Authorised User. You is solely responsible for ensuring that it has all the necessary rights, and that it or the relevant Authorised user has obtained and paid for all necessary licences, in respect of all Customer Content that is submitted to the Platform by all Authorised Users, including without limitation all rights required to enable access to and use of You Content on the Platform by Authorised Users as enabled and permitted by the Services.

9.2 You will supply each Recording that You wish Us to distribute together with all applicable Metadata, Materials and Sales Sheet at least six weeks in advance of the release date in accordance with the specification set out in Appendix 2 for digital distribution.

9.3 If You are unable to supply Recordings to the correct specification, as set out in Appendix 2 We may make the necessary changes on Your or Labels behalf.

9.4 You will:

i. upload the Recordings via Distromotion’s Platform;

ii. notify Us by email at the time of delivery of the Recordings of all restrictions that may apply to the grant of rights hereunder including any Digital Music Stores not permitted to sell any Recording.

iii. ensure Recordings that contain swearing, lyrics of sexual nature or criminal nature are identified to Us at the time of delivery as “explicit content”;

iv. liaise with Us to promote the Recordings subject to prior commitments;

v. raise any technical issues or store problems with Us by e-mail to [email protected] at the earliest opportunity.

10.YOUR OBLIGATIONS TO OTHERS

10.1 You are solely responsible for ensuring that You have secured and paid for digital mechanical, public performance and any other licenses (as applicable) required from musical composition copyright owners or their agents in connection with Our exploitation of rights under this Agreement, as well as royalties due to artists, producers, engineers, session musicians, performers, videographers and other persons who performed in the making of the Recordings and all payments that may be required. You acknowledge and agree that We are not responsible to collect, administer or to make payments a) in respect of publishing rights in the musical compositions embodied in the Recordings (regardless of whether You or another party owns or controls such rights) or b) in respect of any royalties due to any other persons.

10.2 In addition to Your obligations in clause 4.3 above, You agree that You have obtained consent (as appropriate) as follows:

10.2.1 from your Labels, each member of the group, band, publisher, producer, engineer, performer, session musician (as appropriate) to enter into this Agreement;

10.2.2 written consent of any publisher or record company to distribute the Recordings;

10.2.3 You have evidence from your Labels that they have obtained written consent from the copyright owners of any samples or remixes included within your Recordings; and

10.2.4 You have evidence from your Labels they have written consent from the copyright owner/s of the Original Song to provide any cover version Recording/s. Or applicable licenses from authorised agents.

11.OUR OBLIGATIONS TO YOU

11.1 We will:

11.1.1 distribute the Recordings using Our own in-house digital delivery platform or other means to all Our partner Digital Music Stores from time to time except when notified to Us for exclusion under clause 6.3.2. A list of Our partner Digital Music Stores will be provided on request. We endeavour to have the Platform available 24 hours per day but on occasion we may have to carry out maintenance or upgrades which may affect the availability of the Platform;

11.1.2 pay You Your Net Revenues according to clause ;

11.1.3 use reasonable endeavours to have the Recordings available to the public on the agreed release date, however We cannot guarantee availability on any date as this is out of Our control and dependent on (a) when You deliver the Recordings to Us and (b) whether the stores will accept the Recordings;

11.1.4 take all reasonable precautions to ensure that piracy and pre-release of the Recordings are minimised;

11.1.5 keep secure all Recordings, Materials and Sales Sheets delivered to Us;

11.1.6 create track Metadata where needed if this is not supplied by You; and

11.1.7 do Our best to ensure that availability of Distromotion Platform will be uninterrupted and that transmissions will be error free, but as with all technology we cannot guarantee this. It may be that occasionally Your access to Our Services, may be suspended or restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to limit the frequency and duration of any restriction or suspension.

11.2 We will not be held responsible for any delay or failure to comply with Our obligations under these conditions if the delay or failure arises from any cause which is beyond Our reasonable control.

11.3 Nothing in clause 9.2 limits or excludes Our liability for fraudulent representations made by us or death or personal injury caused by Our negligence or wilful misconduct.

11.4 We will endeavour to respond to written communication within 48 hours between Monday to Friday, excluding public holidays.

12.YOUR OBLIGATIONS

12.1 You agree that You shall not use the Platform to transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party. You acknowledge and agrees that Distromotion may disable access to and/or terminate Your account and/or remove or disable access to any Sub Profiles, Recordings or any associated materials You provide to Distromotion in the event that Distromotion receives any claim.

12.2 You shall not engage in (or permit, or encourage, any third parties to engage in), activities that, Distromotion shall deem (having sole discretion), constitute Streaming Manipulation and should be aware that Streaming Manipulation may be the result of the actions of a third party, such as a promotion or marketing company, record label or music distributor, acting on behalf of an artist or on its own behalf. You are encouraged to investigate and vet any companies or individuals You may enlist, retain, or employ to promote or market your music, as You may be liable for Streaming Manipulation perpetrated by a third party on your behalf. For the avoidance of doubt, any Streaming Manipulation done by a third party on your behalf or that relates to your Recordings will result in breach of Agreement, some of the Digital Music Stores that use your Recordings may also have policies related to fraud and suspected fraudulent activities and You agree that it is your responsibility to become aware of and follow such policies, and such policies shall be binding upon You as if they were a part of this Agreement.

12.3 In the event that We have, in Our good faith, discretion or good reason to suspect that Your account or Recordings have been subjected to, involved in, or generated revenue from: breaching the terms of this Agreement, fraud; infringement of copyright, trademark, right of publicity or any other intellectual property right; failure to comply with any third-party license requirement; or Streaming Manipulation (‘Inappropriate Conduct’), We reserve the right to:

12.3.1 discontinue the posting of income, including any Net Income or other payments to Your account;

12.3.2 block your ability to otherwise withdraw funds until resolution of the suspect activities to the satisfaction of Distromotion is obtained; and

12.3.3 remove any or all of your Recordings from any or all Digital Music Stores.

12.3.4 You further agree that such revenues will be forfeited by You if We determine, in Our good faith discretion, that your account or Recordings have been subjected to, involved in, or generated revenue from Inappropriate Conduct. You also agree We may share your personal information with 3rd parties who may claim that Inappropriate Conduct has occurred. For the avoidance of doubt You shall not be entitled to interest on any payments withheld by Us or any platform.

12.4 You agree:

12.4.1 to provide Us with any information reasonably requested by Distromotion as part of its investigation into any Inappropriate Conduct;

12.4.2 that if a Platform notifies Us that Your Recordings have generated revenue, plays, or streams as a result of Inappropriate Conduct, such notice will serve as sufficient evidence for Us to determine, in its good faith discretion, that such revenues or plays are the result of Inappropriate Conduct;

12.4.3 upon Our determination that your account or Recordings have been subjected to, involved in, or generated revenue from Inappropriate Conduct, You agree that all revenue in your account that has been frozen by Us is forfeited, regardless of whether it was generated from any specific Recording(s) or Platform;

12.4.4 that Our good faith determination of Inappropriate Conduct can be based on streaming or other activity that is the same or similar to cases that Distromotion has previously determined involved Inappropriate Conduct;

12.4.5 the payment of revenues to You by Us does not constitute Our acknowledgement that such revenues were not the result of Inappropriate Conduct;

7.4.6 We have no duty to investigate Inappropriate Conduct unless and until it freezes revenues in your account;

12.4.7 if We (or any Digital Music Stores) determine that revenues generated to your account are the result of Inappropriate Conduct, and such revenues have already been paid out to you, You agree to return such revenues to Us;

12.4.8 that You will not be entitled to reimbursement for any fees paid by You to Us in the event We disable access to Your account, the Recording(s) and/or any other Materials provided by You to Us, or to any revenues forfeited by You in accordance with this clause;

12.4.9 to the extent that We, in Our good faith discretion, or any Digital Music Stores makes us aware that they determine that any Inappropriate Conduct was caused by You or your affiliates’ actions or omissions or by any third party acting on your behalf or at your direction, any costs incurred by Us (including legal fees and expenses) in connection therewith may, in addition to its other remedies, be deducted by Us from any monies otherwise payable to You. In addition we may deduct a £100 take down fee as highlighted in Appendix 1;

12.4.10 if in Our reasonable business judgment We elect to obtain legal advice to review potential Inappropriate Conduct or review and/or respond to any third-party allegation of Inappropriate Conduct by You or associated with Your account or Recording(s), Distromotion shall, in its sole discretion, have the right to deduct from Your account or charge any alternate payment method You provide to Us (such as a PayPal account, credit card or debit card) the cost of such engagement; and

12.4.11 We shall have the right, but not the obligation, to review and/or monitor any activity and Recording(s) uploaded by you. We may investigate any complaints or any reported violation of our policies (including but not limited to ‘Inappropriate Conduct’) and may take any action that we deem appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access and/or removal of any Recording(s) and Materials You may have uploaded. You agree that We reserve the right and may terminate your account in its sole discretion for any reason and at any time, including if, in our good faith discretion, You are believed to have engaged in Inappropriate Conduct.

12.4.12 If any payments due to Distromotion are past the overdue date You agree that all Your recordings may be taken down.

13.COMPENSATION

13.1 Distromotion is authorised to receive any Royalties from the Digital Music Stores. Upon the receipt of Royalties from the Digital Music Stores, You agree to pay expenses to Distromotion as set forth in clause 13.3. prior to transferring the remaining Net Revenue to You. We will account to You after a 120 day period on a monthly basis following the end of each calendar month.

13.2 Distromotion reserves the right to apply and deduct up to an additional 30% of the monies obtained for administrative fees and other related expenses, including but not limited to the management and maintenance of the files of the RRH within the Distromotion’s platform. Such deductions shall be made in accordance with the terms outlined in this Agreement and You acknowledge and agrees to such deduction by subscribing to this Agreement.

13.3 Distromotion reserves the right to apply and deduct up any additional costs incurred due to the utilization of third-party services providers. These extra costs will be calculated in accordance with the rates set by such third parties and will be added to Distromotion standard fees. We shall in Our absolute discretion have the right to deduct from Your account or charge any alternate payment method You provide to Us (such as credit card, PayPal, debit card) such extra costs.

13.4. You may, at any time, request a withdrawal of the available balance from Your account (“Withdrawal”). All Withdrawal requests shall be submitted through Distromotion’s online platform, which details the process for such requests, including, but not limited to, verification steps, minimum and maximum withdrawal amounts, and processing times. Upon receiving a valid Withdrawal request from You Distromotion shall process the payout (“Payout”) without delay from the day of request. Distromotion reserves the right to conduct any necessary procedure before processing any Withdrawal request, in accordance with regulatory requirements and to prevent fraudulent activities. Payouts will be made through the payment methods available and listed on the Distromotion’s platform. You are responsible for selecting a payment method and ensuring that all the information related to the chosen payment method is accurate and up to date. Distromotion is not liable for Payouts sent to incorrect or outdated payment details provided by You. All Payouts will be made in the currency specified on the Distromotion’s platform. You acknowledge that Withdrawals are subject to fees as detailed on Distromotion’s platform. Such fees shall be deducted from the Withdrawal amount before the Payout is made. You agree that You will not receive any interest or other earnings on the Net Income that We handle as Your agent. In consideration for Your use of the Services, You irrevocably transfer and assign to Us any ownership right You may have in any interest that may accrue on the royalties held in such bank account.

13.4 We shall have the right to suspend payments of royalties and income for a reasonable period (up to a maximum of thirty-six (36) months and up to an amount commensurate with any losses, damages or costs which may be incurred by reason of any breach of these terms and conditions) if at any time You are in breach of any clause of this agreement.

13.5 The payment of royalties to You by Us does not constitute Our acknowledgement that such royalties were not resulting from Inappropriate Conduct. If we determine that royalties generated to Your account are the result of Inappropriate Conduct and such royalties have already been paid out to You. You agree to return such royalties to us. (Or We may deduct such amounts from the balance on Your account or from future royalties that would otherwise be payable to You under this agreement.)

13.6 We shall have the right to retain and or redistribute to 3rd parties any funds which we in our ultimate discretion decide are as a result of Inappropriate Conduct.

13.7 If We elect to take legal advice to review potential Inappropriate Conduct or review or respond to any 3rd party allegation of Inappropriate Conduct, We shall in Our absolute discretion have the right to deduct from Your account or charge any alternate payment method You provide to Us (such as credit card, PayPal, debit card) the cost of such legal fees and associated expenses.

13.8. Our Services and Charges are payable in advance and are exclusive of VAT.

13.9. We are not obliged to offer any services above or beyond what has been paid for. In the case of third-party failures, We will use Our reasonable endeavours to assist You, but We will not be liable for any third party’s failure.

14.LIABILITY

You shall defend, indemnify and hold harmless Distromotion against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with (i) any breach by You of any of its warranties above, or (ii) any action or inaction by an Authorised User that results in a breach of any of the warranties above, or (iii) any Authorised Users' use of the Services and/or Platform including without limitation the upload of any infringing content to the Platform, provided that: (a) (b) (c) You is given prompt notice of any such claim; Distromotion shall have the sole conduct of any actions and proceedings relating to any such claim; and You provides all reasonable co-operation to Distromotion in its defence or settlement of such claim, at Yours expense; andDistromotion shall consult fully with You in the course of such defence or settlement.

LIMITATION OF LIABILITY

15.1 Distromotion shall not be liable whether in tort, contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or (b) (c) (d) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; or the other commits a material or persistent breach of any of its obligations under this Agreement that is not capable of remedy; or the other commits a material or persistent breach of one or more of its [obligations under this Agreement that is capable of remedy and does not remedy such breach within seven (7) days of being required by written notice to do so; or the other goes into liquidation (whether compulsory or voluntary)otherwise than for the purposes of a bona fide amalgamation or reconstruction, or an administrator or receiver or similar officer is appointed over the whole or any part of the other's assets, or the other enters into any arrangement for the benefit of or compounds with its creditors generally, or threatens to do any of these things, or any judgment is made against the other, or any similar occurrence under any jurisdiction affects the other; or the other ceases or threatens to cease to carry on business; or (e) (f) the termination right under Clause 6.6 applies; or (in the case of Customer or any Authorised User) any disparaging remarks are made in public concerning Distromotion or the Services.

15.2 Except as expressly and specifically provided in this Agreement: (a) You assume sole information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and (b) Distromotion's total aggregate liability in contract, tort (including negligence or breach of statutory misrepresentation, duty), restitution responsibility for results obtained from the use of the Services and the Platform by You and its Authorised Users. Distromotion shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Distromotion by You or any Authorised User in connection with the Services, or any actions taken by Distromotion at Yours direction; or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Fees paid by You during the 12 months immediately preceding the date on which the claim arose.

16. TERM AND TERMINATION

16.1 This Agreement shall commence with the confirmation of the subscription by Distromotion and shall continue for an indefinite period unless terminated earlier by You with ninety (90) days written notice. We may terminate this Agreement at any time at our sole discretion.

16.2 If any Recording that is distributed by Us is also found to be distributed by another company, to the same Digital Music Stores You will need to issue a takedown notice to the other company. If You do not cooperate or the particular Recording(s) are not taken down within 24 hours, We may terminate this Agreement immediately by written notice, sent to the email address You provided Us with when You registered with Us.

16.3 For the avoidance of doubt, You shall have no right to interest on any payments withheld by Us.

16.4 On termination of this Agreement for any reason: (a) (b) all licences granted under this Agreement shall immediately terminate and You and its Authorised Users shall immediately cease all use of the Services and/or the Platform;Distromotion may destroy or otherwise dispose of any of You Data in its possession unless Distromotion receives, no later than ten (10) days after the effective date of the termination of this Agreement, a written request for the delivery to You of the then most recent back-up of You Data. Distromotion shall use reasonable commercial endeavours to deliver the back-up to You within 30 days of its receipt of such a written request, provided that You has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by Distromotion in returning or disposing of Customer Data; and (c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination, shall not be affected or prejudiced.

16.5 Upon termination or expiration of this Agreement in its entirety for any reason, We shall immediately cease all exploitation use and distribution of the Recordings and shall promptly delete all forms of the Recordings. We shall instruct Our Digital Music Stores (where applicable) to remove the Recordings from their platforms and we shall cease all exploitation, use and distribution of the Recordings but we cannot be responsible for third- party exploitation after the removal instruction has been sent. Please note additional charges may apply where we have been forced to take down Recordings for any reason as set out in Appendix 1.

16.6 If for any reason We are obliged to issue a takedown notice to any online store or platform, We cannot be responsible, once that notice is issued, for any delay in the process of takedown by any store or platform, since that is outside of Our control. However, should You find any Recordings or Materials are still live after 60 days, please email Us a screenshot, URL and track name of the Recordings and We will use Our reasonable efforts to have this removed as quickly as possible, but We cannot be held liable if the Recordings are not removed.

16.7 We reserve the right, acting in Our sole discretion, to reject Recordings or any associated Materials sent received from You.

16.8 This clause shall survive the termination of this Agreement and remain in effect until all outstanding payments have been made in full, thereby satisfying all accrued financial responsibilities between the parties.

16.9 In the event We need to invoke this indemnity for any reason, We have the right to withhold all royalties for as long as necessary until that lawful reason has been settled. During this time, You will have no right to interest on any royalties withheld either by Us or any Digital Music Stores. You will be notified in writing.

17. LINKS To Other Web Sites

17.1. Our Service may contain links to 3rd party web sites or services that are not owned or controlled by Distromotion.

17.2. Distromotion. has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that Distromotion shall not be responsible or liable, directly, or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.

17.3. We strongly advise you to read the terms and conditions and privacy policies of any 3rd party web sites or services that you visit.

18. CHANGES

18.1. We reserve the right, at our sole discretion, to modify or replace these Terms at any time. What constitutes a material change will be determined at our sole discretion.

18.2. By continuing to access or use our Service after those revisions become effective, the RRH agrees to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.

18.3. The RRH acknowledges and agrees that, for the effective provision of the service by Distromotion the involvement and dependency on third parties is necessary. In this regard, the client acknowledges and agrees that the terms and conditions of this contract may be modified in the event that such third parties modify their own terms or conditions of service, provided that such modifications are necessary to ensure the proper functioning of the service provided. The provider undertakes to notify the client of any relevant modifications to the terms of the contract as a result of such changes by third parties, with the aim of ensuring the continuity and quality of the service provided.

19. YOUR WARRANTY TO US

19.1. The following relates to any and all Recordings and Materials you upload or submit to us using the Service.

19.2. You warrant, agree and undertake that:

19.2.1 You are duly authorised to enter into this Agreement;

19.2.2 all Recordings, and Materials You provide to Us are original and have not been copied from any third party;

19.2.3 You own or control all rights in the Recordings and Materials and that in respect of any third-party material embodied, You have obtained and will maintain at all times all licenses, permissions, consents or other authorisations (and You shall make any payments due in respect thereof) as are required to grant Us the rights specified in this Agreement;

19.2.4 the Recordings and the Materials and the use thereof as contemplated under this Agreement do not and will not infringe any copyright, trademark, design, database, publicly or other proprietary or intellectual property rights of any third party;

19.2.5 the Recordings and Materials do not include any material which is unlawful, harmful, threatening, defamatory of any party, obscene, facilitates illegal activity, harassing or racially or ethnically offensive;

19.2.6 the Recordings and Materials do not contain any viruses or other programming routines that would detrimentally interfere with computer systems or data;

19.2.7 You shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of all data, including metadata and any publishing and performer metadata, You submit to Us; and

19.2.8 You will not engage in any Inappropriate Conduct, including Streaming Manipulation activity to artificially manipulate the number of streams You receive (such as through excessive looping or repeated plays).

19.3. Nothing in these Terms shall restrict other legal rights Distromotion may have to User Content, for example under other licenses. We reserve the right to remove or modify User Content for any reason, including User Content that we believe violates these Terms or our policies.

19.4. We retain User Content on the Service for as long as reasonably possible, however we cannot guarantee access or retrieval of that User Content by or for you at any given time and as such you are wholly responsible for retaining your own original User Content outside of the Service.

19.5. Following termination or deactivation of your account, or if you remove any User Content from the Service, we may retain your User Content for a commercially reasonable period of time for backup, archival, or audit purposes.

20. COPYRIGHT AND OTHER INTELLECTUAL PROPERTY

20.1. Save as expressly provided in these Terms neither you nor we shall acquire any right title or interest in or to the other’s intellectual property rights which shall remain vested in the party owning or controlling them. You acknowledge and agree that Distromotion and/or its licensors own all intellectual property rights in the Services and the Platform. Except as expressly stated herein, this Agreement does not grant You any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Platform. Distromotion confirms that it has all the rights in relation to the Services and the Platform that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement, save the rights which Distromotion reserves the right to block, remove or delete any Customer Content and/or Customer Data from the Platform at any time without notice or liability if it reasonably believes such data does or might infringe the rights of any third-party, or is in breach of this Agreement, or may give rise to liability of any kind on the part of Distromotion.

20.2. You shall have sole and exclusive responsibility to the exclusion of us, licensees and customers for having obtained or obtaining all third-party consents and paying all fees in respect thereof to enable the use of the Recordings and Materials which you grant via the Service. You agree to indemnify Us against any third-party claims for infringement of such Intellectual Property Rights resulting from the license you grant to us under this Agreement.

20.3. With exception of your Content and original content that we are delivering to you in relation to a specific service you have requested us, you may download information from the Service for your own personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication, or commercial exploitation of downloaded material will be permitted without our express permission or that of the copyright owner. In the event of any permitted copying, redistribution or publication of copyright material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading copyright material.

20.4. Use of the Distromotion. logo and other associated trademarks is acceptable only with our express permission. Requests to use logos and other trademarks can be done through our contact section.

20.5. You acknowledge the importance of respecting the intellectual property rights of third parties. Should you become aware of any content accessible via the Services that may infringe upon the copyrights that you possess or have authority over, it is your responsibility to promptly inform us using the designated contact details listed herein (hereafter referred to as the "Notice").

20.6. Upon submission of the Notice, a duplicate will be dispatched to the individual or entity responsible for the availability of the allegedly infringing material. It is important to note that under relevant legal statutes, there may be consequences, including liability for damages, for any party that conveys a Notice containing false claims. Therefore, if there is uncertainty about whether the content accessible through the Services infringes upon your copyright, it is advisable to consult with legal counsel prior to submitting the Notice.

20.7. If a third party alleges that any Recording submitted for distribution by You is infringing their copyright, Recording or publishing right:

20.7.1 You shall notify Us of such allegation immediately by emailing Us at [email protected] within 12 hours of receiving a claim. You shall ensure the party who has made the allegation is copied in;

20.7.2 You will be required to provide Us with the necessary documentation proving You hold all necessary rights in the Recording within twenty-four (24) hours of receiving a request from Us. This request will be made by email to the email address You provided when registering with Us;

20.7.3 We have the right in Our own discretion to take down the applicable Recording(s) without notice or further consultation with You. We will not be held liable or in breach of Agreement for any content We remove from any Digital Music Stores on this basis;

20.7.4 We have no obligation to account to You for any sales or streaming of Recordings that are shown to not belong to You or where necessary permissions, agreements or licenses are not in place. We may require repayment of any sums paid to You in respect of such sales; and

20.7.5 You will be held fully responsible for any illegal sales, illegal activity, accounting and dealing with any third parties in such matters and will indemnify Us and keep Us indemnified against all costs, liabilities and claims arising out of such matters.

Confidentiality

Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement.each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third-party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement. Distromotion acknowledges that Customer Data is the Confidential Information of You or any applicable Authorised User. A party's Confidential Information shall not be deemed to include information that: is or becomes publicly known other than through any act or omission of the receiving party; was in the other party's lawful possession before the disclosure; is lawfully disclosed to the receiving party by a third-party without restriction on disclosure; or is independently developed by the receiving party, which independent development can be shown by written evidence. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction. The above provisions of this Clause 11 shall survive termination of this Agreement, however arising.

22. ASSIGNMENT RIGHTS

Distromotion reserves the right to assign, transfer, or delegate its rights and obligations under this agreement, including but not limited to instances of change of control, merger, acquisition, or sale of assets, to any third party, withoutYour prior written consent. You agree that such assignment, transfer, or delegation shall not relieve him/her of its obligations under this agreement.

23. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Spain.

24. DISPUTE RESOLUTION

Any disputes arising out of this Agreement shall be resolved through the exclusive jurisdiction of the Courts of Barcelona (Spain).

25. ENTIRE AGREEMENT

This Agreement contains the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements between the parties.

26. AMENDMENTS

Nothing herein shall be deemed to create a partnership between the Parties or the relationship of employer / employee.

27. NOTICES

All notices under this Agreement shall be in writing and shall be deemed given when delivered personally or by overnight courier, or three days after being mailed by certified mail, postage prepaid, to the addresses of the parties set forth at the beginning of this Agreement or to such other address as either party may designate by notice to the other party.

APPENDIX 1

Digital Files via Distromotion Platform.

£100 take down fee as per clause 12.4.9.

APPENDIX 2

The above specification is subject to change. You will be notified by electronic mail

APPENDIX 3

PERSONAL DATA

Processing by Distromotion

(a) Scope Nature Purpose of processing Duration of the processing

(b) Types of Personal Data

(c) Categories of Data Subject

APPENDIX 4

DISTROMOTION RATE CARD

Uploading releases by Distromotion - £2.00 (GBP) per track, minimum £20.00 (GBP) charge

APPENDIX 5

CHANGE CONTROL

The process for managing any request for a change to the Services is as set out below. Any request for a change or modification to the Services is referred to as a Change Request. Every Change Request must go through the following change control process: You shall complete a Change Request Form available from Distromotion and submit it to Distromotion, and the Change Request will then be assessed by Distromotion; Distromotion has complete discretion as to whether or not to proceed with the Change Request. If it decides to proceed, and unless paragraph below applies, Distromotion shall, within 25 Business Days of the date of such Change Request Form, provide to You a written response (Change Request Response) setting out the following information: a description of the change requested; Distromotion’s recommendations (including confirmation of whether Distromotion can implement the Change Request); the fee, if any, of implementing the Change Request and all other cost implications; a timetable for implementation; and a schedule of payments, if appropriateUpon receipt of a Change Request Response, You shall within 25 Business Days of the date of receipt evaluate the Change Request Response and, as appropriate: request further information; or arrange for the Change Request Response to be signed by or on behalf of You and a copy to be returned to Distromotion for signature; or notify Distromotion of its rejection of the Change Request Response. Failure by You to respond to any Change Request Response within 25 Business Days from receipt by You of the Change Request Response may invalidate the Change Request Response or result in changes to the timetabling and/or costs associated with the Change Request Response. 4. Once a Change Request Response is submitted by Distromotion and a copy of the Change Request Response has been approved and signed by You and returned to Distromotion, the Change Request Response shall take effect on the date specified in the Change Request Response and Distromotion will formally schedule the work.

Until such time as a Change Request Response is signed by both parties, You and Distromotion shall, unless otherwise agreed in writing, continue to perform this Agreement in compliance with its then current terms. Any discussions between You and Distromotion regarding any proposed changes shall be without prejudice to the rights of either party.