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AUDILUS DISTRIBUTION AGREEMENT

Capitalized terms (as well as “you” and “your”) are used as defined herein. Key definitions:

“Agreement” means this Audilus Distribution Agreement.

“Audilus” means AUDILUS, INC

“Digital Distribution” means distribution (or other authorization of use) of the Recordings by any current or future means or media as selected by Audilus in good faith, other than the distribution of physical products.

“Outlets” is defined in Section 1.1.

“Product Uploader” means the software, features and tools provided or made available by Audilus via which digital files can be added to the Audilus Portal.

“Properties” means all Recordings and all material to be delivered and exploited under this Agreement (including anything delivered by you (or on your behalf) under Section 1.2.

“Recordings” means all audio and/or audio‐visual recordings of commercial quality (as determined in Audilus’s sole discretion) delivered by You (in your sole discretion) to Audilus during the Term, including via the Product Uploader.

“Talent” means all recording artists, musicians, vocalists, producers, (re-)mixers, writers, musical performing artists, engineers, sample rights owners, songwriters, photographers, crew and any and all others who performed or participated in the making of any Properties.

“Term” commences on the date Audilus sends to you an email agreeing to be bound by these Terms & Conditions (“Effective Date”) and continues until terminated by either party on 30 days’ written notice in accordance with these Terms & Conditions.

“Territory” means the world, except as more narrowly specified by you via the Product Uploader on a Recording by Recording basis.

“you,” “your” and “Client” each mean the individual or legal entity which registered your application via the Audilus website and, to the extent you are a legal entity, “you,” “your” and “Client” also mean the recording artist or other individual(s) who own(s) the entity.

1. Distribution Rights.

1.1 Audilus as Distributor. You hereby appoint Audilus as the exclusive distributor of the Recordings during the Term and throughout the Territory, via Digital Distribution. This appointment includes the exclusive rights to sell, copy, distribute, perform, sublicense, monetize and otherwise exploit the Recordings (or any part thereof) via any and all forms of Digital 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 means and media (whether now known or existing in the future) as selected by Audilus in its discretion (“Outlets”), including as “art tracks” (such as via YouTube), and to sublicense such rights to Outlets accordingly. The appointment also includes the right to obtain for and assign to the Recordings ISRC and EAN/UPC‐A codes as needed. However, you reserve the right to request a takedown of any applicable Recording on thirty (30) days’ Notice hereunder, for convenience or for any other reason in your sole discretion, after which Audilus’s exclusivity with respect to such Recording will terminate unless and until you elect to redeliver it to Audilus hereunder.

1.2 Artwork; Name & Likeness. You hereby grant Audilus and the Outlets the right, solely in order to exploit and promote the Properties, to use: (i) artists’ names, trademarks, logos, likenesses, photographs and biographical material, and (ii) album and production artwork, video stills, thumbnail images, and the names, likenesses and biographical material of Talent; but solely to the extent delivered or otherwise approved by you.

2. Audilus’s Distribution Activities.

2.1 General. As between you and Audilus, you retain copyright ownership of all Recordings and expressly reserve all rights in and to the Properties not expressly granted to Audilus. Audilus does not guarantee placement of Recordings with any Outlet, and is not obliged to distribute Recordings delivered by you (including if a Recording is technically unsatisfactory or inappropriate in any way), but Audilus will promptly notify you as to the extent of any decision not to distribute and all applicable Digital Distribution rights in the relevant Recording will revert to you on Audilus’s notification. You acknowledge that the sale and exploitation of Properties is a highly speculative business, that Audilus makes no guarantee as to any degree of sales or exploitations, and that Audilus retains absolute discretion over its sales and exploitation policies.

2.2 Affiliates and Contractors. Audilus may elect to operate in part via its corporate affiliates and third-party contractors, and may sublicense its rights hereunder to the extent needed for such operations. However, Audilus remains directly liable for all of its payment and other obligations to you subject to Section 4 below.

2.3 Audilus Portal Access. In connection with your Recordings, Audilus will provide you access to release and track-level sales and streaming reporting via Audilus’s workstation portal. Subject to applicable data protection and privacy laws and regulation, Audilus may use information and data arising from or generated, obtained, or acquired by Audilus in connection with the exploitation of Properties, including demographic, statistical, usage and anonymised data relating to such activity, including for purposes of calculating Audilus’s market share.

3. Your Obligations.

3.1 Delivery. You are solely responsible, at your cost, for the creation and delivery to Audilus of all Properties. Audilus will not remix, re-master, edit or alter any Recording (except as required for technical or timing reasons), without your prior written approval. You are responsible for audio and video encoding costs prior to delivery. If Audilus incurs any further encoding costs, Audilus may in its discretion deduct such amounts from any payments due to you, or request reimbursement of any such amounts and you will promptly pay Audilus such amounts.

3.2 Third-Party Consents, Permissions, Obligations. In connection with exploitation of the Properties under this Agreement, you are solely responsible for all costs and expenses (other than storage costs in connection with the Recordings), and any obligations or liabilities to third parties related to the exploitations authorised in this Agreement. For example, you are responsible for (a) taxes that you owe; (b) clearing the rights of and paying amounts due to Talent, and any other persons who contributed to the Properties; (c) amounts due to any party for samples, or for footage in the Properties; (d) music publishing licenses, including synchronization, lyric use and mechanical licenses to the extent not covered by the Outlets; (e) any advertising, marketing or promotion you choose to do; and (f) sound recording and artwork clearances. To the extent you fail to cover any of the foregoing, Audilus has the right but not the obligation to cover them for you, and to deduct such amounts from any payments due to you, or request reimbursement of any such amounts and you will promptly pay Audilus such amounts.

3.3 Notification of Changes to Rights, Claims. Without limiting your warranties or your indemnification obligations, if you no longer have the necessary rights to an individual Recording or other Property, or if the Property is the subject of any third-party Claim (as defined below), you must promptly inform Audilus as set forth in Section 6 below.

3.4 Audilus Content Guidelines. All Recordings and other Properties must abide by the terms of the Audilus Content Guidelines (as updated from time to time), and must comply in all respects with all applicable “style guides” (or content guidelines or community guidelines, etc.) of Outlets, including the iTunes Style Guide and the Spotify Content Infringement Guidelines. If Audilus believes in good faith that you have violated this Section 3.4, Audilus may: (i) withhold payments to you until such violation is resolved and remedied to Audilus’s reasonable satisfaction; (ii) issue take-downs of any offending Recordings and other Properties; and/or (iii) terminate this Agreement upon notice to you, with immediate effect.

3.5 Fraudulent Practices. You will not, and will not authorise or encourage any third party to, directly or indirectly manipulate 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,” the hijacking of accounts or otherwise. You acknowledge that doing so may result in the removal of some or all of your Properties from Outlets, as well as the withholding of royalties by such Outlets. In addition, in no event will you represent yourself as Audilus’, representative, or use any of its trademarks without express permission, or represent yourself as affiliated or connected with them in any way that is not strictly accurate, whether in connection with this Agreement or otherwise. Both you and Audilus may accurately state that your Recordings are “distributed by Audilus.” If Audilus believes in good faith that you have violated this Section 3.5, Audilus may: (i) withhold payments to you until such suspected fraud is resolved and remedied to Audilus’s reasonable satisfaction; (ii) issue take-downs of any offending Recordings and other Properties; and/or (iii) terminate this Agreement upon notice to you, with immediate effect.

4. Distribution Share; Accountings, Audits, Claim Limits, Tax and Reimbursements.

4.1 Distribution Share. Audilus will pay you Eighty-five percent (85%) of all gross receipts actually received by (or credited against an advance to) Audilus with respect to Digital Distribution of the Recordings to end users, subject to Section 4.3 below (your “Distribution Share”).

4.2 Accountings; Audits; Limitations on Claims. Audilus will account to you by way of a permission-limited section of your Audilus Portal, which generally includes historical data back to the Effective Date. Accounting and payments will be made available to you on a monthly basis, forty-five (45) days after the end of the month in which the applicable amounts were received by Audilus. Monthly balances under the equivalent of fifty dollars ($50) will be rolled into the following month and paid in the accounting following when your balance reaches the equivalent of fifty dollars ($50). If any Outlet issues any corrections to prior statements, or after six (6) months has failed to pay Audilus amounts that were previously paid or credited to you, or other errors are discovered, Audilus may adjust its accountings and payments to you and (if applicable) charge and/or otherwise make appropriate reconciliations with regards to your account accordingly. Notwithstanding anything to the contrary contained in this Agreement, at its sole election, Audilus may direct you to a third party payment provider service of Audilus’s choice (“Payment Provider”) in order for you to receive any payments due to you under this Agreement, and, resultantly: (a) you acknowledge that the Payment Provider may require you to set up an account (“Payment Provider Account”) and/or provide certain banking, tax-related or other details prior to any due payments being made; (b) payments made by the Payment Provider on Audilus’s behalf shall constitute payments to you by Audilus as due hereunder; (c) you expressly confirm and agree that such Payment Provider shall pay (where relevant) into the bank account and/or rely on the tax forms that you last set up with the Payment Provider in your Payment Provider Account subject to any timing restrictions set out in the Payment Provider’s terms and conditions; (d) you acknowledge, agree and warrant that you shall: (i) read and comply with any and all terms and conditions which may apply for the use of the Payment Provider services and that you shall be solely responsible for any charges or costs that apply for your misuse or non-compliance of such terms and conditions: (ii) be solely liable for the accuracy (including up-to-date accuracy), applicability and maintenance of payment details (including bank account details, payee information, tax information, etc) provided and/or necessary for use of the Payment Provider services; (iii) not allow any other entity or person to use your Payment Provider Account or gain access to the Payment Provider’s interface unless expressly permitted in, and in strict accordance with, such Payment Provider’s user terms of conditions (acknowledging that you shall be solely liable for all actions taken or omissions made by any user (whether or not authorized) of such account with you agreeing that any loss incurred as a result of any party gaining access to the Payment Provider Account which that party was not authorized to obtain (including improper or unauthorized use of your identity and password) shall, as between Audilus and you, be your responsibility). You shall indemnify Audilus, and keep Audilus indemnified, in respect of the breach and/or acts and/or omissions in contravention of the preceding sentence and all its constituent parts. You have the right to audit Audilus’s books and records to verify the accuracy of payments. Audits are permitted once per year during Audilus’s normal business hours, on at least thirty (30) days’ prior Notice, at the place where Audilus maintains such records. Audits are at your expense, and may only be conducted by an independent chartered or certified public accounting firm retained on a non-contingency fee basis, and only once with respect to any particular payment. Any lawsuit by you regarding any statement or payment must be commenced within one (1) year after the date the applicable statement covers. After such year, you have no right to sue Audilus in connection with any such statement. You irrevocably waive any longer statute of limitations that would otherwise apply by law.

4.3 Required Withholdings; Deductions; Applicable Taxes; Reimbursements. Notwithstanding anything to the contrary in this Agreement, Audilus or (if applicable) its Payment Provider is entitled to deduct from all payments due to you (a) any sums (such as withholding taxes) which Audilus or its licensees or related entities are obliged to pay or withhold in any country by reason of any law or regulation, and (b) any costs or expenses charged to Audilus by YouTube or other applicable Outlets arising specifically and directly from the sale or placement of advertisement(s). All payments to you or charges to be made by Audilus under this Agreement are expressed as exclusive of and Applicable Taxes, which if applicable are payable by you in addition to the sums otherwise set out in this Agreement. To the extent, Audilus is permitted under this Agreement to charge or claim back any amounts to you, and with respect to any costs or expenses approved by you (such as for additional services that you request), Audilus may require payment in advance, or simply recoup such charges against your account. If, however, you receive a bill from Audilus for any such charges (if for example your account has a negative balance after the Term), you must pay it promptly. In the event that Audilus directs you to a Payment Provider as set out in Section 4.2 above, you acknowledge and expressly agree that any payment transfer charges applicable to payments to be rendered to you shall be borne by you in their entirety, and Audilus and its Payment Provider reserve the right to deduct such costs and charges from any sums due to you or request reimbursement of any such amounts which shall be promptly repaid.

5. LIMITATION OF LIABILITY. EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE, AND WITHOUT LIMITING SECTION 8, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES WHATSOEVER (INCLUDING LOST PROFITS OR GOODWILL, BUSINESS INTERRUPTION, REPUTATIONAL DAMAGE AND THE LIKE) ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE, NON-PERFORMANCE OR BREACH OF THIS AGREEMENT. WITH RESPECT TO TAKE-DOWNS, PROVIDED THAT Audilus CONTINUES TO WORK WITH YOU IN GOOD FAITH TO SEND TAKE-DOWN NOTICES TO OUTLETS WHENEVER APPROPRIATE, Audilus WILL NOT BE LIABLE FOR ANY FAILURE TO EFFECT SUCH TAKE-DOWNS.

6. Notices. All formal notices with respect to this Agreement (each referred to hereunder as a “Notice”) will be given in writing by registered first class post, or by messenger or courier, or by nationally recognized overnight express mail service, by you to Audilus’s address set forth herein and to legal@Audilus.com and by Audilus to the address (or, optionally, the email address) associated with your account. All other instructions, approvals and consents may be (as directed by Audilus) sent via email or via the Audilus Portal.

7. Representations and Warranties. You warrant, represent, covenant, and agree the following: You have the full right and authority to enter into, perform all of your obligations under, and grant the rights granted in accordance with this Agreement; you have the right to grant to Audilus all rights you purport to grant hereunder or are required to be granted in accordance with these Terms & Conditions; Audilus’ exercise of its rights hereunder and use of Recordings and other Properties as per these Terms & Conditions will not violate any law or regulation of any country nor violate or infringe upon the rights of any third party and you have a valid and enforceable agreement with, and have obtained all necessary licenses, clearances and rights from, all third parties (including Talent) whose work, performances or services are embodied in any Recordings or other Properties to allow you to grant the rights granted in accordance hereof; you will be solely responsible for all payments, fees or royalties that may be due to any such party arising from Audilus’s exercise of the rights granted to it hereunder; none of the Recordings or other Properties contain material which is criminally obscene or defamatory, that may expose Audilus to civil or criminal proceedings, or that otherwise violate community standards in particular countries; all metadata, label copy, credits and similar information supplied by you is complete and accurate in all respects; you will not (and, where relevant, you will procure that artists will not) assert any “moral rights” arising in connection with these Terms and Conditions against Audilus, its licensees or agents authorised by Audilus (whether under a specific or blanket licence); that you are at least 18 (eighteen) years of age as of the date of your application via the Audilus website; and if you are sales tax registered, you will inform Audilus via the Audilus Portal (and Audilus’s Payment Provider via the Payment Provider Account interface) and if you are UK VAT registered you will enter into any tax related documentation in a form reasonably required by Audilus or its Payment Provider. You will comply with all applicable laws (including the General Data Protection Regulation (GDPR EU 2016/679) and the California Consumer Privacy Act (CCPA)), rules (such as BPI and IFPI guidelines), and regulations, including the application of parental advisory or other warnings or designations. Audilus and/or its Payment Provider will not be required to make any payments of any nature to any third party for or in connection with the exercise or exploitation of rights by Audilus under this Agreement.

8. Indemnification. You will defend and indemnify Audilus (including its parents, subsidiaries, and affiliates, and each of their respective stockholders, predecessors, successors, assigns, agents, directors, officers, attorneys, employees and representatives) against any expenses or losses (including reasonable attorneys’ fees and litigation expenses) resulting from any third-party claim arising from a breach, or a claim which if true would constitute a breach (any such claim, whether or not asserted in a formal legal action, a “Claim”), of any of your representations, warranties or obligations. You will (unless expressly directed otherwise by Audilus in writing on a case-by-case basis) be responsible for defending against any such Claim and for engaging counsel at your cost without any liability for the same being placed on Audilus, and you will at your cost use best efforts to cause Audilus to be dismissed from any proceedings. You may not settle or resolve any Claim in a manner that imposes any liability or obligation on Audilus, or affects Audilus’s rights, without Audilus’s prior written approval. For purposes of clarity, Audilus may cease distribution and take down any Properties that become subject to a Claim, and withhold payments to you in an amount reasonably related to the Claim and potential associated expenses and damages.

9. Confidentiality. Without Audilus’s prior written consent, you may not disclose any of the terms and conditions of this Agreement, any information you learn regarding Audilus’s business or proprietary systems, or any data provided to you. This does not include information which (a) is generally available to the public through no wrongful or negligent act or omission on your part; (b) you have received from a third party free to make such disclosure without breach of any legal obligation; or (c) is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery request (as to which you will give Audilus prompt Notice in enough time to enable Audilus to seek a court order limiting or otherwise governing such disclosure). Because your obligations under this Section 9 are integral to Audilus’s business dealings, you agree that Audilus is entitled to injunctive relief to enforce them.

10. Interpretation and Enforcement. This Agreement contains the entire understanding between you and Audilus as to the matters herein, and supersedes all prior agreements, promises, assurances, warranties, representations and understandings between you and Audilus, whether written or oral, as to such matters. Other than as set out in clause 16 below, this Agreement can only be amended by an instrument signed by all parties. A waiver of any term or condition of this Agreement in any instance is not a prospective waiver of such term or condition, nor of any subsequent breach. All remedies, rights and obligations in this Agreement are cumulative, and do not limit any other remedy, right or obligation. As used in this Agreement, “including” signifies one or more illustrative examples, not an exclusive list. Unless otherwise specified, “or” is used in its inclusive sense. The provisions of this Agreement are severable and distinct from one another; if any provision is or becomes invalid, illegal or unenforceable, the validity, legality or enforceability of the others will not be affected. If either party is in breach of this Agreement, the other party will permit a reasonable time to cure such breach. The Agreement is governed by the laws of the State of California and the United States of America. Each party waives the right to request a trial by jury.

11. Relationship of the Parties. You and Audilus are independent contractors to each other. Nothing in this Agreement authorises any party as agent of the other, nor creates a partnership, fiduciary or employment relationship. Without limiting Audilus’s payment obligations to you, you have no right, title or interest in or to revenues received by Audilus, Audilus is not obligated to segregate any revenues from other funds, and Audilus is not a trustee, pledgeholder or fiduciary of amounts owed to you. Audilus acts as principal in all transactions with its customers.

12. Assignment. Audilus may assign its rights and obligations under this Agreement in whole to a party who agrees to be obligated hereunder. You may not assign this Agreement or any rights or obligations, in whole or in part, without Audilus’s prior written consent. Any purported assignment in violation of this paragraph is null and void ab initio.

13. Force Majeure. If the fulfillment of any of Audilus’s obligations is materially hampered due to an event not reasonably within its control (e.g., flood, water damage, power failure, epidemic, pandemic, catastrophe, terrorism, strike, war, failure of technical facilities, etc.), Audilus will not be in breach as a result and may, on Notice to you, suspend the Term for the duration of such event. Audilus must continue to fulfill its payment obligations, to the extent not affected by such event.

14. Post-Term Provisions. Sections 5, 6, 7, 8, 9, 10 and 14 of this Agreement survive the end of the Term. After the Term, if Audilus receives any income from Outlets on Properties, Audilus’s sole liability to you will be the obligation to pay you in full as though the Agreement were still in place, and to send renewed take-down notices whenever reasonably requested and appropriate.

15. Further Assurances. You will do such acts and execute such documents as Audilus may reasonably require to ensure Audilus the full benefit of this Agreement. In particular, you will promptly provide copies of all documents necessary to evidence your right and title in and to any particular Properties.

16. Updates to Agreement. Audilus reserves the right to amend or update these Terms & Conditions or any part thereof upon notice to you, such notice to be given via email and Audilus website. However, Audilus will not amend or update the definitions of Recordings, Term, Territory or Distribution Share without your prior approval, such approval to be given via the Audilus website or by email.

All Audilus sync or publishing artists receive 100% of royalties from the distribution of their first release with Audilus, Inc.

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