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LEGAL

Distribution Agreement

Updated June 27, 2022

RELEESE DISTRIBUTION CLOUD TERMS AND CONDITIONS

DEFINITIONS

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

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 Client provides all the information needed and accepts the general terms and conditions.

Recording: 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 Client, 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 Client 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 Client, according to exclusive Distribution. “Territory” referred to non-exclusive Distribution means worldwide.

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 15% if the Client has no active subscription, 10% if the Client has a Creator subscription, 5% if the Client has a Creator Pro subscription or 2.9% of all amounts paid to and actually received by the Client by the Upstream Label for exploitations of the Upstream Recordings within the Upstream Territory pursuant to the agreement between the Client, or any member of the Client, 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.

GRANT OF RIGHTS

1. By clicking the “I Agree” button the Client assigns to the Distributor 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 Client. 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.

2. By clicking the “I Agree” button the Client 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 Client retains the right to stream the Recordings, only for promotional purposes, on the Client’s primary official website and the Client’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 Client 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 Client on the Releese Platform (for the territories specified by the Client 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 Client, whether entirely or via a particular Outlet or country. To the extent that the Distributor declines to distribute any Assets in its entirety, the Client has the right to provide Notice of the Client 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 Client 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 Client’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 Client or the Client’s Distributed Labels.

7. By clicking the “I Agree” button the Client 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 Client’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 Client immediately demonstrates that the Client has already been in contact with the referred company in order to get a license agreement, with the specific synchronization placement opportunity.

REPRESENTATIONS AND WARRANTIES.

8. The Client warrants, represents, covenants, and agrees that the Client has obtained all necessary licenses and clearances. The Client 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 Client or as mutually agreed between the parties once the Client 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 Client requires non-standard encoding, formatting or subtitling, it may result in additional costs to the Client, which the Distributor may require in advance. The Distributor warrants that will distribute the Outlets to the platforms selected by the Client.

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

CLIENT OBLIGATIONS

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

(a) any taxes that the Client owes;

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

(c) amounts due to any party for samples, or for footage in the Assets;

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

(e) amounts owed by the Client 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 Client choose to do for the Assets; and

(h) sound recording and artwork clearances.

DISTRIBUTION FEES

15. The Distributor will pay the Client 85% if the Client has no active subscription, 90% if the Client has a Creator subscription, 95% if the Client has a Creator Pro subscription or 97.1% if the Client has an Enterprise subscription of all gross receipts received (except VAT or similar sales taxes received, and all taxes required to be applied or withheld) of Digital Distribution of the Recordings to end users. The Distributor will account and credit to the Client’s account all such gross receipts, less such distribution fee, and any other permitted deductions. The Net Profit payment shall be submitted to the Client’s account of the Distributor’s network after the accounting period.

16. As to synchronization licenses approved by the Client, the Distributor will pay the Client 85% if the Client has no active subscription, 90% if the Client has a Creator subscription, 95% if the Client has a Creator Pro subscription or 97.1% if the Client has an Enterprise subscription of all gross receipts received (except VAT and other similar sales taxes) for such synchronization licenses.

17. In the event that the Distributor is allowed, under these Terms and Conditions, to charge any amounts to the Client, and with respect to any costs or expenses approved by the Client, such as for additional services that the Client requests, the Distributor may require payment in advance, or simply apply such charges against the Client’s account. The Client is obliged to pay it these invoices promptly.

ACCOUNTING

19. The Distributor will account to the Client to the Effective Date on a monthly basis, THIRTY (30) days after the end of the month in which the applicable amounts were receivedby the Distributor. Balances under ZERO (0) will be rolled into the following month and paid when the Client’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 Client, or other errors are discovered, the Distributor has the right to adjust the accountings and payments to the Client and, if applicable, charge the Client’s account.

REQUIRED WITHHOLDINGS

21. The Distributor is entitled to deduct from all payments due to the Client 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 fees) are expressed as exclusive of VAT, which if applicable are payable by the Client and/or to the Client in addition to the sums otherwise set out in these Terms and Conditions.

22. The Client is responsible and liable for the Client’s tax affairs with respect to all income received hereunder.

DELETED RECORDINGS

23. In the event the Client 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 Client or the Distributor to liability, the Client 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 Client is not permitted to delete any Recording from distribution.

24. If during the Term of this Agreement, the Client 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 Client 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 Client 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 Client. In the event the Upstream Label fails to pay to the Distributor the Distributor Override, the Client will account and pay to The Distributor the Distributor Override on a quarterly basis.

25. In the event the Client is accounting the Distributor Override to the Distributor directly, the Client agrees to send statements as to amounts payable hereunder to the Distributor within THIRTY (30) days after the Client’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 Client by the Upstream Label in connection with the exploitation of Upstream Label.

26. The Distributor has the right to audit the Client’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 Client maintains such records, during the Client'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 Client 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 Client 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 Client about that fact, the Distributor has the right to terminate this Agreement.

28. The Client 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 Client acknowledges that doing so may result in the removal of some or all of the Client’s Assets from Outlets, as well as the withholding of royalties by such Outlets. In addition, in no event will the Client 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 Client has violated this Clause, the Distributor has the right to withhold payments to the Client until such suspected fraud is resolved and remedied to the Distributor’s satisfaction, immediately terminate this Agreement, or both.

29. The Client’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 Client will advise the Distributor of all contractual limitations to the Client’s rights (including Territory limitations and time-limited licenses).

30. The Client 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 Client’s Recordings with other artists; the Client 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. Client may submit a cancellation request by email to help@releese.io.

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.

(c) The other party requests to terminate this Agreement by emailing help@releese.io

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

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 Client 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 Client in an amount reasonably related to the Claim and potential associated expenses.

37. In the event of the Client’s dissolution, or the liquidation of the Client’s assets, or the filing of a petition in bankruptcy or insolvency or for an arrangement or reorganization, by, for or against the Client, or in the event of the appointment of a receiver, trustee, administrator or administrative receiver over all or a portion of the Client’s property, or in the event that the Client 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 Client’s account is in the negative and is not reasonably likely to become positive within a reasonable time, or in the event that the Client 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 Client, 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 Client 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. 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 Client 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 Client 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 Client.

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;

(c) learned by the Recipient through legitimate means other than from the Owner or Disclosing Owner’s representatives;

(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 Terms and Conditions shall not serve in any instance as an agreement between the Parties for employment.

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. The Terms and Conditions does not and shall not be construed to create a partnership or joint venture between the parties hereto. It is specifically understood that the parties are acting as independent contractors.

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.

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 Client 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.