Distribution Agreement

DEFINITIONS

Assets: The term “Assets” means all Recordings and all material to be exploited under this Agreement, including anything delivered by the Content Owner.

Distributor: Releese Innovations Ltd., a company incorporated under the laws of Canada, acting as a service provider that facilitates the distribution, licensing, and monetization of the Content Owner’s Content through third-party digital platforms (DSPs). The Distributor may hold certain distribution rights solely for the purpose of facilitating the delivery and monetization of Content, but shall not be considered an employer, partner, agent, or representative of the Content Owner.

Content Owner: Any individual, artist, record label, producer, or entity that owns or controls the rights to Assets and engages the Distributor to facilitate the distribution, licensing, and monetization of such Content through digital platforms. The Content Owner is an independent contractor and is solely responsible for creating, uploading, and managing the Content, as well as complying with applicable laws, including tax reporting and payment obligations.

Releese Platform: The term “Releese Platform” means the online public-facing internet website, web application and digital application owned and operated by Releese Innovations Ltd.

Effective Date: The term “Effective Date” means the Signature Date. The contract will be formalized once the Content Owner provides all the information needed and accepts the general terms and conditions.

Recordings: The term “Recordings” is referred to “Master Recordings”, which means the digital recording (sound and video) and all the mixes of the recordings you have submitted via the Releese Platform. Note that distribution of any long-form videos (e.g., concert videos, television programs, motion pictures, webisodes) may be subject to separate terms to be discussed and cannot be guaranteed.

Digital Distribution: The term “Digital Distribution” means distribution, or other authorization of use, of the Recordings by any current or future means or media as selected by the Content Owner, including any kind of exploitation (included but not limited to the Internet, telephone/mobile phone networks, databank systems, any other digital platforms, including any form of music downloads, streaming, digital broadcasts, master ringtones, ringback tones, wallpaper, mobile streaming) excluding only distribution of physical records (e.g. vinyl, CD, cassette tape etc.).

Distributed Label: The Term “Distributed Label” means a third-party owner or licensor of sound or audiovisual recordings for whom the Content Owner have contracted to provide content distribution services.

Outlets: The term “Outlets” means any kind of distribution media, that exploit sound or audiovisual recordings by all non-physical means.

Territory: The term “Territory” means countries selected by the Content Owner, according to exclusive Distribution. “Territory” referred to non-exclusive Distribution means worldwide.

Payees: The term “Payee“ means rightsholder, person, or entity who the Content Owner pays royalties to.

Upstream Label: The term “Upstream Label” means a so-called “Major” label (i.e., a record label owned by Universal Music Group, Sony Music Entertainment, BMG Rights Management, or Warner Music Group) or an independent label.

Distributor Override: The term “Distributor Override” means the 20% if the Content Owner has no active subscription, 15% if the Content Owner has a Starter subscription, 10% if the Content Owner has an Essential subscription, 5% if the Content Owner has a Pro subscription or 2.9% of all amounts paid to and actually received by the Content Owner by the Upstream Label for exploitations of the Upstream Recordings within the Upstream Territory pursuant to the agreement between the Content Owner, or any member of the Content Owner, and the Upstream Label (including, but not limited to advances, shares of profits, fees, royalties, and/or any other amounts received) for a period that begins upon the Upstream Label’s initial release of the applicable Upstream Recordings within the applicable Upstream Territory that continues for a period of FIVE (5) years thereafter.

Upstream Recordings: The term “Upstream Recordings” means a Recording released in an Upstream Label.

Upstream Territory: The term “Upstream Territory” means the territory of an Upstream Recording Agreement.

Net Receipts: The term "Net Receipts" means all gross revenue actually received by the Distributor from the exploitation of the Recordings, less any reasonable fees or expenses incurred by the Distributor in connection with the distribution, monetization, reporting, payment, or administration of such revenue.

GRANT OF RIGHTS

1. By clicking the “I Agree” button the Content Owner assigns the exclusive right of distributing (by Digital Distribution) the Recordings, during the Term and throughout the Territory according to these Terms and Conditions in the platforms selected by the Content Owner. This right includes, but it’s not limited to sell, copy, distribute, make available, perform, sublicense, monetize and otherwise exploit the Recordings by any kind of such distribution, including direct to retailers, digital service providers, direct to consumers, and to others of any description that exploit sound or audiovisual recordings by any and all non-physical means and media. Such exclusivity applies solely to the distribution activities covered under this Agreement and does not alter the independent contractor relationship between the Content Owner and the Distributor. The Content Owner retains all other rights not expressly granted herein.

2. By clicking the “I Agree” button the Content Owner assigns to the Distributor the right to edit and adjust the Recordings solely for technical purposes of exploitation under these Terms and Conditions, including the right to edit, adjust and/or amend the meta data pertaining to the Recordings solely for technical purposes of exploitation under these Terms and Conditions.

3. During the Term, the Content Owner retains the right to stream the Recordings, only for promotional purposes, on the Content Owner’s primary official website and the Content Owner’s primary official pages on social media platforms, only to the extent that the Distributor does not have a valid agreement with the applicable social media platform. If, at any time during the Term of this Agreement, the Distributor enters into an agreement with a social media platform to which the Content Owner has previously delivered Recordings directly, the parties agree that, following the effective date of the Distributor’s agreement with the applicable social media platform, the applicable social media platform will be deemed an Outlet serviced by the Distributor under these Terms and Conditions.

4. The Distributor will have the right hereunder to distribute, monetize, or exploit the Recordings through Outlets specified by the Content Owner on the Releese Platform (for the territories specified by the Content Owner on the Releese Platform)

5. The Distributor makes no guarantee as to any degree of sales or exploitations, and retains absolute discretion over its sales and exploitation policies. The Distributor has the right to decline or cease distribution or monetization of any or all Assets under these Terms and Conditions without further liability to the Content Owner, whether entirely or via a particular Outlet or country. To the extent that the Distributor declines to distribute any Assets in its entirety, the Content Owner has the right to provide Notice of the Content Owner intent to withdraw such Assets from these Terms and Conditions, and the Distributor will have TEN (10) business days in which to reconsider its decision.

6. By clicking the “I Agree” button the Content Owner assigns to the Distributor and the Outlets the non-exclusive right to use, only in order to exploit and promote the Recordings:

A. Artists’ names, trademarks, logos, likenesses, photographs and biographical material, and

B. The Content Owner’s and Distributed Labels’ names, trademarks, logos, biographical content and images.

The Distributor will only use such materials to the extent delivered or otherwise approved by the Content Owner or the Content Owner’s Distributed Labels.

7. By clicking the “I Agree” button the Content Owner assigns to the Distributor the non-exclusive worldwide right to license the Recordings in synchronization with visual images, included, but not limited to for using in commercials, television or film productions are subject to the Content Owner’s prior written approval throughout the Territory. Once the Distributor introduces a synchronization placement opportunity, that opportunity becomes exclusive to the Distributor for the duration of the Term of this Agreement unless the Content Owner immediately demonstrates that the Content Owner has already been in contact with the referred company in order to get a license agreement, with the specific synchronization placement opportunity.

If the Content Owner elects to enable neighboring rights collection when distributing a release through the Releese platform, the Content Owner hereby authorizes Releese, or its authorized partners and agents, to collect and administer neighboring rights royalties on their behalf, including but not limited to royalties from SoundExchange (USA) and other similar collection societies worldwide. The Content Owner grants Releese the non-exclusive right to register, claim, collect, and administer such royalties related to the distributed recordings.

Releese shall remit to the User eighty-five percent (85%) of all neighboring rights royalties collected. The Content Owner remains solely responsible for providing accurate information and verifying their eligibility to receive such royalties.

This authorization shall remain in effect for any applicable recordings for which neighboring rights collection was enabled until terminated by the Content Owner in writing, subject to reasonable administrative processing time.

REPRESENTATIONS AND WARRANTIES.

8. The Content Owner warrants, represents, covenants, and agrees that the Content Owner has obtained all necessary licenses and clearances. The Content Owner warrants that follows all applicable laws, rules, such as IFPI guidelines, and regulations including the application of parental advisory or other warnings or designations.

9. The Distributor is not obliged to make any payments of any nature for or in connection with the exercise or exploitation of rights by the Distributor under these Terms and Conditions.

THE DISTRIBUTOR’S ACTIVITIES

10. The Distributor shall solicit and service Outlets for Digital Distribution within the Territory, encode Recordings in the required format(s), and process delivery of Recordings to such Outlets in accordance with the reasonable release dates set by the Content Owner or as mutually agreed between the parties once the Content Owner has delivered the Recordings to the Distributor in the time. The Distributor will not guarantee any placement of Recordings with any Outlet. In the event the Content Owner requires non-standard encoding, formatting or subtitling, it may result in additional costs to the Content Owner, which the Distributor may require in advance. The Distributor warrants that will distribute the Outlets to the platforms selected by the Content Owner.

11. The Distributor has the right to operate in part via its corporate affiliates and third-party contractors. At the same time, the Distributor remains directly liable for all of its payment and other obligations to the Content Owner. Solely to the extent needed for such operations, the Distributor may sublicense its rights under these Terms and Conditions.

12. The Distributor will provide access to release and track-level sales and streaming reporting via the Distributor’s portals. The Distributor has the right to use information and data arising from or generated, obtained, or acquired by the Distributor in connection with the exploitation of Assets, including demographic, statistical, usage and anonymized data relating to such activity, including for purposes of calculating the Distributor’s market share.

DELIVERY OF RECORDINGS

13. Immediately following the Effective Date the Content Owner shall deliver the Recordings according with the following specifications:

(a) high quality audio les consisting of the Recordings, fully mixed and mastered and unmixed, multitrack format, and any edits suitable for radio (if applicable);

(b) all relevant information relating to the Recordings, including titles, composers/ lyricists, session musician names, vocalists, producers etc, and all other parties involved in the creation of the Recording.

The Content Owner’s initial “Delivery” will be complete when the Content Owner has fully delivered the Deliverables in the Content Owner’s possession or control as of the Effective Date, and the Distributor confirms the same.

CONTENT OWNER OBLIGATIONS

14. The Content Owner will be responsible for the Content Owner’s costs and expenses, and any obligations or liabilities to third parties related to the exploitations the Content Owner authorizes in these Terms and Conditions. The Content Owner’s responsibility includes, but it’s not limited to

(a) any taxes that the Content Owner owes;

(b) any amounts due to Distributed Labels, artists, producers, performers, Talent, and any other persons who contributed to the Assets;

(d) any payments the Content Owner has agreed to under a collective bargaining agreement;

(e) amounts owed by the Content Owner for any necessary bar-code sequences, and other governmental or industry-accepted identifiers;

(f) music publishing licenses, including synchronization and digital mechanical licenses, and any associated royalties or fees;

(g) advertising, marketing and promotion fees the Content Owner choose to do for the Assets;

(h) sound recording and artwork clearances; and

(i) Penalties, fines, and charges incurred by Outlets.

Revenue Sharing Agreement Clause

15. Distributor shall facilitate the collection of revenues from third-party digital platforms on behalf of the Content Owner, with all collected funds being considered business income of the Content Owner. Distributor’s retained share of such funds is an agreed-upon allocation of net receipts, not a service fee or payment for services rendered to the Content Owner. (the “Revenue”).

16. The Distributor will pay 80% if the Content Owner has no active subscription, 85% if the Content Owner has a Starter subscription, 90% if the Content Owner has an Essential subscription, 95% if the Content Owner has a Pro subscription or 97.1% if the Content Owner has a Business subscription of all Net Receipts received (except VAT or similar sales taxes received, and all taxes required to be applied or withheld) of Digital Distribution of the Recordings at the date and time of paying out royalties.

17. As to synchronization licenses approved by the Content Owner, the Distributor will pay the Content Owner 80% if the Content Owner has no active subscription, 85% if the Content Owner has a Starter subscription, 90% if the Content Owner has an Essential subscription, 95% if the Content Owner has a Pro subscription or 97.1% if the Content Owner has a Business subscription of all net receipts received (except VAT and other similar sales taxes) for such synchronization licenses at the date and time of paying out royalties.

18. All revenue generated from the distribution of Assets shall be considered business income of the Content Owner, with the Distributor's share being a contractually agreed revenue split. This split is not a fee for services, but rather a pre-determined share of net receipts from distribution activities, ensuring that all income reporting obligations rest solely with the Content Owner as an independent contractor.

ACCOUNTING

19. The Distributor will account to the Content Owner to the Effective Date on a monthly basis, THIRTY (30) days after the end of the month in which the applicable amounts were received by the Distributor. Balances under ZERO (0) will be rolled into the following month and paid when the Content Owner’s balance reaches ONE (1). In the event that any Outlet issues, any corrections to prior statements, or after SIX (6) months has failed to pay the Distributor amounts that were previously paid or credited to the Content Owner, or other errors are discovered, the Distributor has the right to adjust the accountings and payments to the Content Owner and, if applicable, charge the Content Owner’s account.

REQUIRED WITHHOLDINGS

20. The Distributor is entitled to deduct from all payments due to the Content Owner any applicable taxes which the Distributor or its licensees or related entities are obliged to pay or withhold in any country by reason of any law or regulation. All payments to or charges to be made by the Distributor under these Terms and Conditions (including all distribution commissions) are expressed as exclusive of VAT, which if applicable are payable by the Content Owner and/or to the Content Owner in addition to the sums otherwise set out in these Terms and Conditions.

21. The Content Owner is responsible and liable for the Content Owner’s tax affairs with respect to all income received hereunder.

DELETED RECORDINGS

23. In the event the Content Owner no longer has the necessary rights to an individual Recording or other Assets, or if the Assets are related the a third-party claim that reasonably risks exposing the Content Owner or the Distributor to liability, the Content Owner must promptly inform the Distributor in writing so that the Distributor may notify Outlets to remove the Property (and the Distributor will issue such take-down requests promptly within the normal course of the Distributor’s business). The Content Owner is not permitted to delete any Recording from distribution.

24. If during the Term of this Agreement, the Content Owner wishes to enter into an exclusive licensing agreement with an Upstream Label in a particular territory for the release or re-release and exploitation of Recordings covered by these Terms and Conditions, and, in such connection, requests the Distributor to release digital distribution rights hereunder for such Upstream Recordings to such Upstream Label within the Upstream Territory, the Content Owner shall:

(a) Give the Distributor no less than THIRTY (30) days prior Notice that the Distributor’s rights in and to the applicable Upstream Recordings will end within the Upstream Territory,

(b) The Content Owner will oblige the Upstream Label to account and pay to the Distributor the Distributor Override for all exploitations of the Upstream Recordings by the Upstream Label at the same time as the Upstream Label accounts to the Content Owner. In the event the Upstream Label fails to pay to the Distributor the Distributor Override, the Content Owner will account and pay to The Distributor the Distributor Override on a quarterly basis.

25. In the event the Content Owner is accounting the Distributor Override to the Distributor directly, the Content Owner agrees to send statements as to amounts payable hereunder to the Distributor within THIRTY (30) days after the Content Owner’s receipt of the statements and payments from the Upstream Label. Statements will be accompanied by payments, along with copies of statements sent to the Content Owner by the Upstream Label in connection with the exploitation of Upstream Label.

26. The Distributor has the right to audit the Content Owner’s books and records to verify the accuracy of any particular payment, once with respect to any particular payment, once a year, at the Distributor’s expense, at the place where the Content Owner maintains such records, during the Content Owner's normal business hours and on at least THIRTY (30) days prior notice. In the event the Distributor is revealed by the audit that there has been an undisputed underpayment to the Distributor, the Content Owner will pay to the Distributor the amount of such underpayment. If such undisputed underpayment was TEN (10%) percent or more of the undisputed amount properly payable, the Content Owner will also pay to the Distributor the reasonable costs of the audit.

27. All Recordings and other Assets must abide by the terms required by the Distributor Content Guidelines set forth on Schedule B. If any Assets does not to abide such guidelines the Distributor has the right to reject, take down, or cease distribution or monetization of any or all such Assets. In the event such failure continues after the Distributor’s notices to the Content Owner about that fact, the Distributor has the right to terminate this Agreement.

28. The Content Owner will not authorize or encourage any third party to, directly or indirectly generate streams or queries, or generate impressions of or clicks on any ad(s), through any automated, deceptive, fraudulent or other invalid means, including by way of repeated manual clicks, the use of “bots” or otherwise. The Content Owner acknowledges that doing so may result in the removal of some or all of the Content Owner’s Assets from Outlets, as well as the withholding of royalties by such Outlets. In addition, in no event will the Content Owner represent itself as the Distributor’s, the Distributor’s affiliates, or use any of their trademarks without express permission, or represent itself as affiliated or connected with them in any way that is not strictly accurate, whether in connection with these Terms and Conditions or otherwise. In the event that the Distributor believes in good faith that the Content Owner has violated this Clause, the Distributor has the right to withhold payments to the Content Owner until such suspected fraud is resolved and remedied to the Distributor’s satisfaction, immediately terminate this Agreement, or both. Content Owner is liable for all charges incurred by Outlets for all actions listed hereunder.

29. The Content Owner’s will be responsible to provide, to the Distributor, accurate metadata or other information gathered by the Distributor that the Distributor needs. Upon first delivery of the Assets, the Content Owner will advise the Distributor of all contractual limitations to the Content Owner’s rights (including Territory limitations and time-limited licenses).

30. The Content Owner will not sell, license or transfer Recordings or Catalogue Recordings to third parties during the Term of this contract.

31. From time to time, the Distributor has the right to suggest potential collaborations for artists featured on the Content Owner’s Recordings with other artists; the Content Owner agrees to consider such suggestions in good faith.

TERM OF THE DISTRIBUTION

32. The term of the Distribution shall commence on the Effective Date and shall last until you submit a cancellation request. Content Owner may submit a cancellation request by email to .

TERMINATION

33. Either of the parties shall be entitled (but not obliged) on written notice to terminate this Agreement in the event that:

(a) The other party commits an uncured material breach of any of the Clauses contained herein and the breaching party has failed to cure such breach within THIRTY (30) days after receiving the non-breaching party’s notice of breach;

(b) The other party’s dissolution or the liquidation of its assets, bankruptcy or insolvency or an arrangement or reorganization, by, for, or against the other party, or it the event of the appointment of a receiver or a trustee for all or a portion of the other party’s property, or in the event that the other party shall make an assignment for the benefit of creditors or commit any act for.

34. Upon termination hereof, all rights and licenses provided to the Distributor hereunder or in accordance with it shall be returned to the Content Owner.

INDEMNIFICATION

35. In the event of a breach of any of the warranties herein, each party shall indemnify and hold the other harmless and free from any possible claims and damages of any third party incurred by any party, including attorney and other legal fees that result from claims by warranties. The indemnified party will inform the indemnifying party of any such Claim and, if the indemnified party so requests, the indemnifying party will defend the indemnified party at the indemnifying party’s expense with counsel approved by indemnified party.

36. In the event the Content Owner breaches any clause of these Terms and Conditions, the Distributor has the right to cease distribution and take down any Assets that becomes subject to a Claim, and withhold payments to the Content Owner in an amount reasonably related to the Claim and potential associated expenses.

37. In the event of the Content Owner’s dissolution, or the liquidation of the Content Owner’s assets, or the filing of a petition in bankruptcy or insolvency or for an arrangement or reorganization, by, for or against the Content Owner, or in the event of the appointment of a receiver, trustee, administrator or administrative receiver over all or a portion of the Content Owner’s property, or in the event that the Content Owner makes an assignment for the benefit of creditors or commits any act for, or in bankruptcy or becomes insolvent, or in the event that the Content Owner's account is in the negative and is not reasonably likely to become positive within a reasonable time, or in the event that the Content Owner becomes employed or engaged by a direct competitor of the Distributor, then in addition to any other rights or remedies which may be available, the Distributor has the right to exercise its rights against the Collateral or terminate the Term upon Notice to the Content Owner, or both.

LIABILITY LIMITATION

38. Any party will be liable to the other party for special, indirect, consequential, exemplary, punitive, or incidental damages, including lost profits or goodwill, business interruption, reputational damage, arising out of or in connection with the performance, non-performance or breach of these Terms and Conditions. The distributor will not be liable for any take-downs effects.

NON DISCLOSURE CONDITIONS

39. The Content Owner will not disclose, or permit the disclosure of any of the terms and conditions, according to Schedule A.

NOTICES

40. All notices required to be given hereunder shall be in writing and shall be given by registered or certiﬁed mail, return receipt requested or overnight courier (e.g. FedEx) at the respective address below, or such other address or addresses as designated by either party. Such notices shall be deemed given THREE (3) days after the date mailed. The Label also must be informed of a change in address within a TWO (2) week period of entering the new home.

GENERAL PROVISIONS

41. Both Parties warrant that each is under no disability, restriction or prohibition with respect to such parties right to execute this agreement and perform its terms and conditions in good faith and further warrant and represents that no act or omission by the Parties hereunder will violate any right or create any liability to any person.

42. These Terms and Conditions can be modified whereas both parties agree on it. The modification and additional clauses shall be based on the written form.

POST-TERM PROVISIONS

44. Unless terminated due to a copyright infringement or penalty incurred by an Outlet due to fraudulent activity, Clause 17 of the Terms and Conditions, survives the end of the Term. After the Term, if the Distributor receives any income from Outlets on Assets, the Distributor will be obliged to pay the Content Owner in full as though the Agreement were still in place, and to send renewed take-down notices whenever requested and appropriate. If for any reason the Agreement terminates prior to full recoupment, the Content Owner must repay any unrecouped balance.

MISCELANEOUS

43. If any term, provision, covenant, or condition of these Terms and Conditions is held to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of these Terms and Conditions.

44. Wherever required in these Terms and Conditions, the singular shall include the plural, and the masculine gender shall include the feminine and the neuter.

ALTERNATIVE DISPUTE RESOLUTION

45. In the event a dispute arises out of or in connection with these Terms and Conditions, the parties can resolve the dispute through friendly consultation, as long as both parties agree on that.

46. If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation.

LAW AND JURISDICTION

47. All disputes arising in connection with the interpretation of this Agreement shall be finally settled by the Canadian Courts, even both parties submitted the dispute to mediation.

48. The law governing of this Agreement and any action, matter or proceeding based on or relating to this Agreement shall be the law of Canada.

SCHEDULE A

NON DISCLOSURE TERMS AND CONDITIONS

DEFINITIONS

Confidential information: The terms and provisions of this Agreement, and all confidential or trade secret information owned by the parties or any of their affiliates or licensed from third parties, included, but not limited to all information or material that has or could have commercial value or other utility in the business in which the Owner is engaged.

Owner: The term “Owner” means The Distributor.

Recipient: The term “Recipient” means The Content Owner.

CONFIDENTIAL INFORMATION EXCLUSIONS

1. In these Terms and Conditions is not considered confidential information, the following:

(a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Recipient;

(b) discovered or created by the Receiving Party before disclosure by Disclosing Party;

(d) information provided by the owner prior written notice approval.

CONFIDENTIALITY

2. For the duration of this non-disclosure Terms and Conditions, any information the Recipient may come into contact with that is not public knowledge and is made only available through contact with the Owner shall be deemed as confidential information. This includes any information in regard to vendors, pricing, product, technology, software, or product.

3. The Recipient should use common judgment when deciding if information is confidential and above all else shall request approval from the Owner prior to the release of any questionable information.

RECIPIENT OBLIGATIONS

4. The Recipient shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Owner.

5. The Recipient shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in these Terms and Conditions.

6. The Recipient shall not use for the Recipient benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Owner, any Confidential Information.

7. The Recipient shall under no circumstances modify or copy confidential information that is made available to him.

UNAUTHORIZED DISCLOSURE

8. In the event any information is found to be disclosed by the Recipient without prior written approval from the Owner, the Owner will be permitted to seek remedies including, but not limited to legal assistance and termination of this agreement.

NON CIRCUMVENTION

9. Upon entering into this non-disclosure agreement and for a period of ONE (1) year after the conclusion or termination of this agreement the Recipient shall not partake in business with or solicit business that was made available from the Owner to the Recipient for the purpose of circumvention.

10. In the event such circumvention occurs the Owner shall be entitled to any and all compensation regarding any transactions that may take place from such events occurrence.

RETURN OF INFORMATION

11. Upon the conclusion or termination of this agreement the Recipient agrees to return any information deemed confidential and related to this non-disclosure Terms and Conditions.

12. Any information that is unable to be returned the Recipient shall destroy it immediately following the termination or conclusion of this non-disclosure Terms and Conditions.

RELATIONSHIP

13. This Non-Disclosure Agreement shall not, under any circumstances, create an employment, agency, partnership, or joint venture relationship between the Parties. The Distributor acts as a Principal solely in relation to the distribution of digital content, holding certain distribution rights for the purpose of facilitating digital distribution, licensing, and monetization of Content. The Distributor's role is limited to the distribution of Assets and does not include acting as an agent, intermediary, or service provider for the Content Owner.

The Parties expressly agree that the Distributor does not charge fees, commissions, or service payments to the Content Owner. Any revenue share retained by the Distributor represents a pre-agreed allocation of net receipts generated from distribution activities, and is not a consideration for services rendered. All revenue collected is treated as business income of the Content Owner, with the Distributor's share being a contractual allocation of jointly generated revenue, not a payment for services

LICENSE TO USE

14. The Recipient shall be permitted to use any and all information or products provided by the Owner strictly in the form such property is permitted. Furthermore, all property provided to the Recipient shall remain the Owner’s property and shall be treated as such.

INDEMNITY

15. The Recipient agrees to hold the Owner harmless in the instance of any loss, damage, theft, or injury caused by a disclosure.

ENTIRETY

16. This non-disclosure Terms and Conditions shall serve as the entire agreement between the Parties and shall prevail over any prior agreements conducted in written or oral form by the Parties.

TERM

17. The obligations of this non-disclosure Terms and Conditions contained in the clauses 4, 5, 6, 7, 11 and 12 shall survive indefinitely including through termination or conclusion of this agreement.

ASSIGNMENT

18. The Parties agree to abstain from the sale, transferring, or delegating of any provisions of these Terms and Conditions to third party individuals without the prior written consent of the other party.

19. Any third party individuals entered into this agreement shall be bound by all the terms and conditions contained within this agreement.

TERMINATION

20. The Owner shall be entitled to terminate the Agreement at any time upon the Recipient breach of any clause of this Agreement.

21. Both Parties shall be entitled to terminate the Agreement immediately for any reason, included bankruptcy or insolvency, prior giving a written notice.

GENERAL PROVISIONS

22. Both Parties warrant that each is under no disability, restriction or prohibition with respect to such parties right to execute the agreement and perform its terms and conditions in good faith and further warrant and represents that no act or omission by the Parties hereunder will violate any right or create any liability to any person.

23. The Terms and Conditions can be modified whereas both parties agree on it. The modification and additional clauses of the Terms and Conditions shall be based on the written form.

24. These Terms and Conditions do not and shall not be construed to create a partnership, joint venture, employment relationship, agency, or fiduciary relationship between the Parties. It is specifically understood that the Parties are acting solely as independent contractors, each retaining full control over their business operations, decisions, and financial responsibilities, including tax reporting and compliance.

SEVERABILITY

25. Each article of the Terms and Conditions is a separate and distinct covenant and is severable from all other separate and distinct covenants.

MISCELANEOUS

26. If any term, provision, covenant or condition of the Terms and Conditions is held to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the whole Agreement.

27. Wherever required in the Terms and Conditions, the singular shall include the plural, and the masculine gender shall include the feminine and the neuter.

ALTERNATIVE DISPUTE RESOLUTION

28. In the event a dispute arises out of or in connection with this Agreement, the parties can resolve the dispute through friendly consultation, as long as both parties agree on that.

29. If the dispute is not resolved within a reasonable period, then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation.

LAW AND JURISDICTION

30. All disputes arising in connection with the interpretation of this Agreement shall be finally settled by the Canadian Courts, even both parties submitted the dispute to mediation.

31. The law governing of this Agreement and any action, matter or proceeding based on or relating to this Agreement shall be the law of Canada.

CHANGES TO THESE TERMS

32. The Distributor reserves the right to amend or otherwise modify these Terms at any time. In such cases, the Distributor will appropriately inform the User of these changes.

Such changes will only affect the relationship with the Content Owner from the date communicated to Content Owners onwards.

The continued use of the Service will signify the Content Owners’s acceptance of the revised Terms. If Users do not wish to be bound by the changes, they must stop using the Service and may terminate the Agreement.

The applicable previous version will govern the relationship prior to the User's acceptance. The User can obtain any previous version from the Owner.

If legally required, the Owner will notify Users in advance of when the modified Terms will take effect.

SCHEDULE B

DISTRIBUTOR CONTENT GUIDELINES

The Distributor accepts only Recordings of first- commercial quality, as determined in the Distributor’s sole discretion, as set forth below (the “Deliverables”).

Submissions of the following should be made via the Distributor’s internet-based tool, for which the Content Owner will receive login information:

digital uploads of the Recordings
complete artwork
complete and accurate metadata

The Distributor does not accept the following content for distribution:

Any content which is in any manner inconsistent with the style guides or content guidelines promulgated by Outlets (including the iTunes Style Guide and the Spotify Content Infringement Guidelines)
Any content with misleading metadata or artwork
Any content containing artists found in our Hidden Artist List (which will be updated from time-to-time)
Duplicated albums: a duplicated album contains at least 50% of the same tracks as another album (however, deluxe, alternate-artwork and other “alternate version” variants of a particular release are allowed)
Tracks that have been delivered more than 5 times
Any non-exclusive or Public Domain sound recordings
Soundalike or generic/misleading Tribute releases
Karaoke (other than by the original artist)
Low budget content with little editorial value
Generic concepts
Fake or keyworded artist names
Generic artists, orchestras, or performers
Generic holiday content
Thematic style compilations
Titles packed with keywords
Low-quality cover art
Radio broadcasts
Any content without clear chain of title

Please note: These content guidelines are subject to change.

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