TERMS OF USE (UPDATED AND EFFECTIVE AS OF JUNE 25, 2024)

PLEASE READ CAREFULLY

Audilus, Inc. License Agreement - Sync Plus

This License Agreement (this “Agreement”) is made as of the Contract Date by and between

Audilus, Inc. (“Audilus”), and the

Licensor(s) set forth in the Licensor Confirmation and Submission Schedule attached hereto as

Schedule A and made a part hereof (the “Submission Schedule”). Unless otherwise defined herein,

capitalized terms shall have the meanings ascribed in Section 1 below.

WHEREAS, Licensor owns and controls certain Compositions and Master Recording embodying said Compositions set forth on the Submission Schedule (such Compositions and Masters, the “Tracks” and each a “Track”), and Licensor wishes to permit Audilus, on exclusive basis, to make these Tracks available through the Audilus web site, the Internet or other broadcast, transmission and distribution means and media for audition by identified third parties; and

WHEREAS, Audilus possesses a business network and technological facility, including the

Audilus and Sead Publishing web sites, which permits Audilus to make the Tracks available to such

third parties; and

WHEREAS, Licensor wishes to license the Tracks to Audilus, and to permit Audilus to sub-

license the Tracks to one or more Third Party Users for a particular use (each, a “Licensed Use”), such that Licensor and Audilus may receive compensation as a result of such Licensed Use, and to permit Audilus to administer and collect revenues and other amounts resulting from each Licensed Use; and

WHEREAS, Licensor wishes to permit Audilus to administer certain of Licensor’s rights to

and interests in the Tracks, so that at such time as Audilus has granted a Licensed Use with respect to any Track, Audilus shall administer and collect revenues and other amounts resulting from each such Licensed Use, including any and all monies paid by the relevant performing rights society or

organization (other than the so-called “writers share” of performance royalty income);

NOW, THEREFORE, in consideration of the mutual covenants and undertakings herein

contained, the sufficiency of which is hereby acknowledged, it is hereby agreed by the parties hereto

as follows:

1. Definitions. The following terms shall have the meanings set forth below:

(a) “Composition” means a single musical composition or other sound recording,

irrespective of length, including, without limitation, all spoken words and bridging passages and

including a medley, written by one (1) or more members of Licensor, and listed on the Submission

Schedule.

(b) “Contract Date” means the Contract Date set forth on the Submission Schedule.

(c) “Direct License” shall have the meaning ascribed in Section 3.

(d) “Direct License Fee” shall have the meaning ascribed in Section 9(a).

[Audilus: Standard]

(e) “Gross Administrative Receipts” shall have the meaning ascribed in Section 10.

(f) “Licensed Track” means a specified Track licensed to a Third-Party User as provided

herein.

(g) “Licensor” means each Person identified on the Submission Schedule.

(h) “Master Recording” or “Master” means each recording of sound, by any method and on

any substance or material, embodying a performance by one (1) or more members of Licensor, of a

Composition.

(i) “Person” and “Party” means any individual, corporation, partnership, association or

other organized group of persons or legal successors or representatives of the foregoing.

(j) “Term” shall have the meaning ascribed in Section 4(a).

(k) “Termination Notice” shall have the ascribed in Section 4(a).

(l) “Territory” shall have the meaning ascribed in Section 4(a).

(m) “Third Party User” means a Person who, pursuant to an agreement with Audilus, is

granted the non-exclusive, or, in some instances, exclusive, right, privilege and license to exploit or

otherwise use any Licensed Track, including, without limitation, to couple and/or synchronize one or

more Masters with visual images and to use the Masters as so coupled or synchronized, or on an

audio-alone basis, over the Internet or in connection with any other broadcast, transmission, exhibition or distribution means or media, or media product, including broadcast and cable television, whether as part of advertising, promotion, information or entertainment services, program material or otherwise, in the manner and on the terms and conditions contemplated or set forth in such agreement.

2. Grant of Rights.

(a) Licensor hereby grants to Audilus the exclusive right, privilege and license, during the

Term of this Agreement in the Territory, to permit third parties to audition, via the Internet or

otherwise, Licensor’s sound recordings, and to provide copies of the Masters, via digital transmission or other prerecorded format, or any other medium now known or hereafter devised, to third parties, and to grant to Third Party Users the exclusive or non-exclusive right, privilege and license, during the Term of this Agreement and in the Territory, to use or otherwise exploit the Tracks, including, without limitation, to couple and/or synchronize the Masters, including the Composition(s) embodied therein, and to reproduce and make copies thereof, with visual images and to use the Tracks as so coupled or synchronized, or to use the Tracks on an audio-only basis, over the Internet or in connection with any other broadcast, transmission, public performance, exhibition or distribution means or media, or media product, now known or hereafter devised, whether through broadcast, cable television, motion pictures, the Internet and websites or otherwise, and whether as part of advertising, promotion, information or entertainment services, or program material, as so-called “ring tones,” “master tones,” “ringback tones,” or similar audio segments in connection with wireless devices or otherwise, for a period of time agreed to by Audilus and the Third Party Users in the limited manner and on the terms and conditions set forth in this Agreement and/or a separate agreement between Audilus and said the Third Party Users.

(b) Licensor grants to Audilus the right to offer the Masters for sale via digital download

and in CD format as part of a composition to promote the Master and the Audilus catalog, and to

increase the license value of the Master. Licensor shall be credited with 50% of the net profits from

sales of the Master in any format. Profits from the sales of compilations will be pro-rated based on the number of Master on the compilation, and the number of Masters from any given Licensor appearing on that compilation.

(c) Audilus shall also have the right to issue so-called ‘blanket’ licenses allowing clients to

access all Masters in its catalog for a specified period of time (the “Blanket License Term”). The

royalty due Licensor from such blanket licenses shall be determined by dividing the total blanket

license fee between Licensors based on the Masters actually downloaded by that blanket license client during the Blanket License Term.

(d) Subject to the forgoing, Licensor shall retain all rights to any so-called “songwriter

royalties” or any “writer’s share” of public performance income payable to Licensor upon the terms

and conditions set forth herein.

3. Audilus’ Right to Administer. In the event that any of the Tracks licensed to a Third

Party User as provided in this Agreement, Audilus shall have the exclusive right, subject to granted

interests, to administer and permit the exploitation of Licensor’s entire interest in each such Licensed

Track throughout the Territory, to publish, use and license the Licensed Track, including public

performance, synchronization and duplication uses, to execute in Licensor’s name or stead any license and international and/or worldwide agreements affecting the Licensed Track in connection therewith,and to collect, subject to any interests granted by Audilus to third parties, all Gross Administrative Receipts and Direct License Fees earned by and derived from the Licensed Use (excluding the so-called “writer’s share” of publishing monies from public performance fees), in perpetuity, and to assign in the normal course of business or license such rights to any Third Party Users, subject to the terms and conditions set forth herein. Audilus shall have the right to grant any number of Licensed Uses with respect to each Track during the Term, which licenses may include, without limitation, any so-called “direct licenses” that provide for upfront payment of performance, mechanical, synchronization, master use and/or other fees payable with respect to a specified Track (such licenses, “Direct Licenses”). Licensor acknowledges and agrees that a “Direct License” shall not include any license or other agreement to exploit a specified or unspecified quantity of the Tracks together with other master recordings (and the compositions embodied therein) not owned or controlled by the Licensor. Nothing contained herein shall create the obligation on the part of Audilus to administer any use of any Track, including a Licensed Track, other than in connection with a Licensed Use.

4. Territory; Term.

(a) The territory subject to the grant of rights provided for in this Agreement (the

“Territory”) shall be the universe, including the Internet (the “Territory”). The term of this Agreement

(“Term”) shall be for a period commencing as of the date of this Agreement and ending on the June 30 or December 31, whichever occurs first, following sixty (60) days after the date on which Audilus

receives written notice from Licensor notifying Audilus that this Agreement is to be terminated, which

notice (“Termination Notice”) may be delivered to Audilus, pursuant to Section 15 below, at any time

following the one (1) year anniversary of the date set forth on the Submission Schedule or, if

additional Submission Schedules are submitted to Audilus by Licensor, the latest date set forth on such additional Submission Schedule(s). Upon effective delivery and receipt of the Termination Notice as provided above, the Masters shall be promptly removed from Audilus’ database catalogue. Licensor acknowledges and agrees that until such time as said Masters are removed from the Audilus web site, any uses made of one or more Tracks subsequent to the date of delivery of a Termination Notice may be made pursuant to the relevant license granted by Audilus at the rate of consideration set forth in such license, and Audilus shall not be deemed to be in breach of this Agreement or liable for any damages in the event any use is made of one or more Tracks as a result of a Tracks continuing to be available for use or in the possession of a third party after the Term, or for any unauthorized use of any Tracks by any third party.

(b) Upon termination or expiration of this Agreement, Audilus shall no longer have the

right to grant to any Third Party User permission for a new Licensed Use with respect to any

Tracks; provided, however that the term of use of any Licensed Track, as well as the right of Audilus

to collect, administer and retain the Gross Administrative Receipts and Direct License Fees with

respect to such Licensed Tracks, shall be as set forth in the respective license governing the Licensed Use, and is separate and apart from the Term of this Agreement. Without limiting the foregoing, in the event that a Third Party User has licensed a Licensed Track prior to the expiration of the Term, Licensor agrees that Audilus shall have the right to license (or re-license, as the case may be) such Licensed Track to such Third Party User following the expiration of the Term, and Licensor shall not license such Licensed Track to such Third Party User without the prior written consent of Audilus.

5. Reservation of Rights. All rights which are not expressly granted by Licensor to

Audilus pursuant to this Agreement are specifically reserved by Licensor.

6. Retention of Ownership in Masters and Compositions. Except as set forth in this

Agreement, nothing contained herein shall be deemed to convey to Audilus or to any designee,

assignee or licensee of Audilus any interest, including copyright, in or to the Tracks, and the Tracks

shall be the sole property of Licensor.

7. Right to Edit and Alter Masters and File Titles. Licensor hereby agrees and

acknowledges that Audilus and any Third Party User may use less than an entire Master, and may edit, loop, enhance, or modify the sound recording and therefore the Composition embodied in the Master, provided that any such change shall not give rise to any ownership rights or claims, including

copyright, on the part of the Third Party User in or to the resultant master sound recording or

underlying Composition. Licensor further agrees that Audilus may alter or edit the titles or other

identifying information of the Tracks, including the insertion of identifying tags or serial numbers, in

connection with the license granted hereunder. Without limiting the foregoing, Licensor agrees and

acknowledges that any of the foregoing changes or alterations may be made without Licensor’s

approval anywhere in the Territory, including any foreign jurisdiction (outside the United States).

8. Mechanical License; Performance Royalties. Licensor hereby waives (i) any

mechanical license fee which might otherwise be payable as the result of any use, including

duplication, of all or a part of the Masters by Audilus or by any Third Party User, in connection with

auditioning of Masters, and (ii) any performing rights fee which might otherwise be payable as the

result of any electronic transfer or transmission or other performance or distribution in connection with an audition of all or a part of the Tracks to any Person by Audilus; provided, however, that nothing in this Section 8 shall be deemed to constitute a waiver of any royalties which shall become due and payable by any applicable performing rights society, such as ASCAP, BMI, SESAC, or any similar royalty collection organization, as the result of a Licensed Use, unless Audilus shall have issued a Direct License with respect to a Licensed Track and except as otherwise provided herein. Licensor hereby agrees that Audilus may use all or a part of any Track in connection with the promotion of Audilus (including any affiliate or subsidiary thereof) and its artists without any payment to Licensor.

9. Compensation to Licensor for a Direct License.

(a) Audilus hereby agrees to pay to Licensor, as provided in Section 14 below, Fifty-five

percent (55%) of any up-front fee paid by a Third Party User and received by Audilus for the

Direct License of a specified Track (such fee, a “Direct License Fee”), upon the terms and conditions

set forth herein. Without limiting the rights granted to Audilus in Sections 2 and 3 above, Licensor

hereby agrees and acknowledges that the amount of any Direct License Fees charged to Third Party

Users and the terms of such Direct License shall be determined by Audilus in its sole discretion,

subject to the rights granted to Audilus pursuant to this Agreement.

(b) Notwithstanding anything to the contrary set forth in Section 1 above, if requested by a

potential Third Party User, Audilus may grant the right, privilege and license set forth in this

Agreement to a Third Party User with respect to a Master on an exclusive-use basis; provided that the terms of any such license shall not exceed the rights granted to Audilus hereunder.

10. Collection of Gross Administrative Receipts. Audilus shall collect all Gross

Administrative Receipts earned by and derived from the Licensed Tracks pursuant to or as a result of any Licensed Use in perpetuity. “Gross Administrative Receipts” is defined as any and all revenue

(other than Direct License Fees) derived from any such Licensed Use (less amounts paid to or

deducted by sub publishers, sub licensees, agents, collection agencies, local performing and

mechanical rights societies, applicable taxing authorities and any insurance or commission payments), and includes, without limitation, fees paid by third parties (including Third Party Users) (i) in connection with music supervision, research and curation services provided by Audilus; and (ii) in

connection with any license to exploit a specific quantity of the Tracks together with other master

recordings (and the compositions embodied therein) not owned or controlled by the Licensor (so-

called “blanket fees”); provided, however, that Audilus shall not collect any so-called “songwriter

royalties” or any “writer’s share” of public performance income payable to Licensor.

In no event shall Audilus be responsible for the payment or collection of any third party

royalties or other payments, including but not limited to “songwriter royalties” or the “writer’s

share” of any royalties or other payments with respect to any Track, and Licensor shall only

look to Audilus for the payment of such Direct License Fees received by Audilus as provided in

Section 9(a) above. Licensor shall be solely responsible to monitor or engage in the maintenance

or procurement of a valid license from ASCAP, BMI or any other performing rights society, and

Audilus expressly disclaims any obligation to do so.

11. Allocation of Gross Administrative Receipts. For its services hereunder, Audilus

shall retain and be paid all of the Gross Administrative Receipts derived from the Licensed Tracks for

the life of the subject use, including, without limitation, all “publisher’s share” and “publisher

royalties” of public performance income.

12. Representations, Warranties and Covenants of Licensor. Licensor, each member of

Licensor, and each signatory Person hereto, represents, warrants and covenants to Audilus that:

(a) They (i) are under no disability, restriction or prohibition, whether contractual or

otherwise, with respect to their right to enter into this Agreement and grant the rights granted to

Audilus, and (ii) have all necessary rights and authority to enter into this Agreement and consummate the transactions contemplated hereby.

(b) Audilus shall not be required to make any payment of any nature for, or in connection

with, the acquisition, exercise or exploitation of rights by Audilus pursuant to this Agreement, other

than to Licensor as specifically provided herein.

(c) Neither the Tracks, the Materials nor any use of the Tracks or the Materials by Audilus

or any Third Party User will violate or infringe upon any common law or statutory rights of any third

party, including, without limitation, contractual rights, copyrights, rights of privacy or publicity or

similar claims. No Person other than Licensor has any right, title or interest, including copyright, in or

to any of the Tracks or Materials. Each Track provided to Audilus hereunder and subject to this

Agreement is original material owned and controlled by the Licensor, and no Person other than

Licensor wrote, or owns or controls, any of the Tracks. “Materials” as used in this Section 12(c)

means, without limitation, any musical, artistic and literary materials, biographical materials, images,

artwork, videos, ideas and other intellectual properties, furnished by Licensor to Audilus or any Third

Party User.

(d) All of Licensor’s representations and warranties shall be true and correct upon

execution of this Agreement and at all times during the Term.

(e) The Tracks were not recorded under the jurisdiction of a union or collective bargaining

agreement, and all of the performers of the Tracks consent to the use of the Tracks as contemplated

hereby. Neither Licensor nor any other Person (including the performers of the Tracks) shall be

entitled to any benefits under any collective bargaining agreement that may arise out of any Licensed Use, or any other use by any Person or the exercise of Audilus’ rights contemplated hereby.

(f) During the Term, Licensor shall not enter into any agreement, take any other action or

attempt or permit any other action which (i) would, or would be reasonably likely to, conflict or

interfere with or prohibit the exercise by Audilus of the rights granted hereunder, or (ii) would

otherwise be inconsistent with the rights granted to Audilus. Without limiting the foregoing, Licensor

represents that it has not, and shall not during the Term, enter into any exclusive licenses or otherwise grant any exclusive rights with respect to any Track.

(g) Licensor hereby gives Audilus the benefits of any representations or warranties which it

has obtained or shall obtain under any agreement affecting the Tracks, including songwriters’

Contracts.

(h) Neither Licensor, its agents nor any member of Licensor, as applicable, shall

communicate with any Third Party User or any agents or representatives thereof, including without

limitation advertising agencies, in connection with any Tracks.

(i) Licensor hereby agrees to the terms and conditions set forth on the Audilus web site

(www.audilus.com), and that of our publishing subsidiary, Sead Publishing

(www.seadpublishing.com) as the same may be amended from time to time, and shall provide Audilus with any additional information reasonably requested by Audilus relating to the Tracks and/or

Licensor.

13. Rights to Names and Likenesses. In connection with the promotion of Licensor

and/or Audilus (and/or any affiliate thereof), and the use and exploitation of the Tracks, Licensor

hereby grants to Audilus the unlimited, perpetual and royalty-free license to use, and the right to

permit others to use, (a) the names (including any professional name heretofore or hereafter

adopted by Licensor), photographs, likenesses of and biographical materials concerning the performers who recorded the Masters and the writers or composers of the Compositions; and (b) any of the Materials and Tracks, whether in whole or in part.

14. Statements and Payments.

(a) Audilus shall not have any obligation to make any payment in any currency other than

United States Dollars. Audilus shall compute and pay any Direct License Fees due to Licensor

hereunder within sixty (60) days following March 31, June 30, September 31, and December 31,

respectively, in each case with respect to monies actually received by Audilus during the immediately

preceding three (3) month period in connection with the use of any Tracks as determined by Audilus to be entitled to payment pursuant to this Agreement, such payments to be accompanied by a statement setting forth the source of such Direct License Fees. Audilus shall be under no obligation to render any statement or make any payment until such time as the aggregate amounts payable to Licensor hereunder equal or exceed Twenty-five Dollars ($25.00), or upon the close of the fourth accounting period following receipt, whichever occurs first, at which time all accumulated Direct License Fees shall be paid as provided in this Section 14. Audilus shall have the right to deduct or withhold income or other similar tax from sums payable to Licensor hereunder pursuant to the laws of the relevant territory, provided that Audilus shall, where readily available, furnish to Licensor, with each statement, any necessary information which shall enable Licensor, upon presentation of such, to endeavor to obtain income tax credit from the United States Internal Revenue Service or other

applicable taxing entity for taxes so withheld.

(b) Audilus shall maintain true and complete books and records concerning payments of

Direct License Fees due to Licensor hereunder. At any time within one (1) year after any payment

statement is rendered to Licensor hereunder, Licensor shall have the right to give Audilus written

notice of Licensor’s intention to examine Audilus’ books and records with respect to such statement.

Such examination shall be commenced within three (3) months after the date of such notice, at

Licensor’s sole cost and expense, by any certified public accountant or attorney designated by

Licensor, provided he (or any member or associate of the firm within which he is affiliated) is not then

engaged in an outstanding examination of Audilus’ books and records on behalf of a Person other than Licensor. Such examination shall be made during Audilus’ usual business hours at the place where Audilus maintains the books and records which relate to Licensor and the applicable Direct License Fees and which are necessary to verify the accuracy of the statement or statements specified in Licensor’s notice to Audilus and the examination shall be limited to the foregoing. Licensor’s right to inspect Audilus’ books and records shall be only as set forth in this Section 14(b), and Audilus shall have no obligation to produce such books and records more than once with respect to each statement rendered to Licensor. Any Person conducting an examination pursuant to this Agreement shall execute a confidentiality agreement prior to conducting such examination, in form and substance as determined by Audilus, in its sole discretion.

15. Notices. All notices alleging a breach of this Agreement shall be in writing and shall be

sent by registered mail or certified mail, return receipt requested, postage prepaid and with receipt

acknowledged, or by hand (to an officer if the party to be served is a corporation), or by telegraph,

facsimile or e-mail, all charges prepaid, at the address set forth on the Submission Schedule, or such other address or addresses as may, from time to time, be designated in writing by either party;

provided, that payments may be made by means of regular mail. The date of making of personal

service or of mailing or of deposit in a telegraph office or transmission via facsimile, or transmission via e-mail, whichever shall be first, shall be deemed the date of service, except that notice of change of address shall be effective only from the date of its receipt.

16. Assignment. This Agreement shall not be assignable by Licensor without the prior

written consent of Audilus, and any assignment made in prohibition of this Section 16 shall be null

and void. Audilus may assign this Agreement, in whole or in part, (including, without limitation, the

rights granted to Audilus hereunder) to any Person acting on Audilus’ behalf, or to a company or

person person (i) of which a majority interest is owned or which is controlled by Audilus, (ii) is an

affiliate of Audilus, or (iii) that succeeds to Audilus’ interests, whether by merger, sale, or other

transfer.

17. Indemnity. Licensor will at all times defend, hold harmless and indemnify Audilus and

each and every Third Party User of any Track from and against any and all claims, damages,

liabilities, costs and expenses, including legal expenses and reasonable counsel fees, arising out of or in connection with any alleged breach or breach by Licensor of any warranty, representation or

agreement, express or implied, made by Licensor herein. Licensor will reimburse Audilus and/or such Third Party User on demand for any payment made at any time in respect of which Audilus and/or such Third Party User is entitled to be indemnified. Without limiting any of its other rights or

remedies, upon the making or filing of any claim, action or demand arising out of any such alleged

breach or breach by Licensor, Audilus shall be entitled to withhold from any amounts payable under

this Agreement such amounts as are reasonably related to the amount of the action, claim or demand plus estimated counsel fees and costs pending the final disposition of such action, claim or demand. Licensor shall be notified of any such claim, action or demand and shall have the right, at Licensor’s

own expense, to participate in the defense thereof with counsel of Licensor’s own choosing; provided, however, that Audilus’ decision in connection with the defense or settlement of any such claim, action or demand shall be final.

18. Entire Agreement, Severability. This Agreement contains the entire understanding of

the parties hereto relating to the subject matter hereof and may not be amended or terminated except by an instrument signed by Licensor and an officer of Audilus, and except as provided in Section

27. A waiver by either party of any term or condition of this Agreement in any instance shall not be

deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach thereof. All remedies, rights, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either party. In the event that any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Moreover, if one or more of the provisions contained in this Agreement shall be held to be excessively broad as to duration, scope, activity or subject, such provisions shall be construed by limiting and reducing them so as to be enforceable to the maximum extent allowed by applicable law.

19. Governing Law. This Agreement shall be deemed entered into in Oakland, California,

and the validity, interpretation and legal effect of this Agreement shall be governed by the laws of the

State of California and the United States applicable to contracts entered into and performed entirely

within the State of California, with respect to the determination of any claim, dispute or disagreement

which may arise out of the interpretation, performance, or breach of this Agreement. The parties agree that any action, suit or proceeding based upon any matter, claim or controversy arising hereunder or relating hereto shall be brought solely in the courts of Alameda County or the Federal Northern District of California. The parties hereto irrevocably waive any objection to the venue of the above-mentioned courts, including any claim that such action, suit or proceeding has been brought in an inconvenient forum. Any process in any action or proceeding commenced in the courts above arising out of any such claim, dispute or disagreement may, among other methods, be served upon Licensor or Audilus as provided in Section 15. Any such notice shall be deemed to have the same force and effect as personal service within the State of California or the jurisdiction in which such action or proceeding may be commenced.

20. Remedies.

(a) Licensor agrees and acknowledges that the rights granted to Audilus pursuant to this

Agreement are of a special, unique, unusual, extraordinary and intellectual character, which gives

them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages

in an action at law. Accordingly, Licensor expressly agrees that Audilus shall be entitled to injunctive

and other equitable relief to prevent a threatened or actual breach of this Agreement by Licensor,

which relief shall be in addition to any other remedies which may be available to Audilus. In no event

shall Licensor or any third party be entitled to seek or obtain injunctive or other equitable relief as a

result of any breach hereof. Licensor’s remedies will be limited to an action at law for damages, if any.

(b) Except as otherwise provided in this Agreement, all rights and remedies herein or

otherwise shall be cumulative and none of them shall be in limitation of any other right or remedy.

This Agreement shall not be deemed to give any right or remedy to any third party whatsoever unless said right or remedy is specifically granted by Audilus in writing to such third party.

21. Section Headings. Section headings used herein are for convenience only, and shall

not affect the interpretation of nor be deemed to be a part of this Agreement.

22. Delivery of Masters. At any time during the Term, Licensor shall deliver to Audilus, at

Licensor’s sole expense and to the address and as otherwise directed by Audilus, a copy of each

Master identified on the Submission Schedule, such copy to be in 16 bit, 48.0khz audio CD format, or such other audiophile format as may become available in the recording industry and requested by

Audilus. Said copies of Master shall become the property of Audilus and Audilus shall be under no

obligation to return said Master copies to Licensor upon the termination or expiration of this

Agreement.

23. Acceptance and Rejection of Masters. Notwithstanding anything to the contrary

contained in this Agreement, Audilus shall be under no obligation to make the Tracks provided by

Licensor available for audition and use by Third Party Users, it being understood and agreed that

Audilus may, in its sole discretion, select those Tracks to be made available to third party users.

24. No Guarantee of Use or Compensation. While Audilus anticipates a strong and broad

demand for the musical material it will make available, and has agreed to make available the Tracks

provided by Licensor based on the quality of the material presented, Audilus will be licensing master recordings from other sources in addition to Licensor, which materials will be of both a similar and different musical style and character from that provided by Licensor. Audilus cannot

predict or guarantee the types of music that Third Party Users will be interested in sub- licensing, if

any, and Audilus makes no representation or guarantee as to the number of uses of any Tracks, or the amount of compensation which will become payable to Licensor as the result of Licensor entering into this Agreement.

25. Credits for Licensor. Audilus will use its reasonable efforts to cause any Third Party

User of one or more Tracks, to the extent possible, to include in the materials incorporating the Master a credit identifying the writers and performers of the relevant Tracks; provided, however, that Licensor agrees and acknowledges that they may not receive credit in connection with each Licensed Use.

26. Legal Representation. Each party acknowledges and agrees that they have been

represented by independent legal counsel or have had the unrestricted opportunity to be represented by independent legal counsel of their own choice for purposes of being advised in connection with the negotiation and execution of this Agreement.

27. Additional Submissions. Any additional Tracks submitted at any date following the

date of this Agreement by Licensor to Audilus for use by Audilus pursuant to this Agreement (an

“Additional Submission”) shall be expressly subject to the terms and conditions set forth in this

Agreement, and each representation and warranty of Licensor contained herein shall be true and

correct in all respects at the times with respect to each Track submitted hereby or pursuant to such

Additional Submission. Each Additional Submission shall be deemed be made a part hereof and

incorporated herein, and shall not replace, or be deemed to replace, any other Submission Schedule. The Term of this Agreement shall be deemed to have re-commenced with respect to the Tracks as of the date of any Additional Submission. Each Additional Submission shall be set forth in a Submission Schedule duly executed by Licensor and Audilus, and in a form acceptable to Audilus in its sole discretion.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of

the date first written above by their signatures to the Submission Schedule.

Schedule A

Licensor Confirmation and Submission Schedule

Each of Licensor and Audilus hereby adopts and incorporates this Submission Schedule into the

Audilus License Agreement (the “Agreement”) by and between the Licensor and Audilus, and this Submission Schedule is hereby made a part thereof. Terms used herein and not defined shall have the meanings ascribed to them in the Agreement.

By Licensor’s opt-in via any link(s), portal(s) provided by Audiluis, Licensor hereby represents and warrants that: (i) Licensor has

downloaded, reviewed and understands the Agreement, and agrees to be bound by the terms thereof; (ii) each representation and warranty made by Licensor in the Agreement is true and correct as of this date, including, without limitation, those representations and warranties relating to the Tracks, and the Licensor’s authorization to enter into the Agreement and consummate the transactions contemplated thereby. 

This Submission Schedule shall not replace, or be deemed to replace, any other Submission Schedule executed by Licensor in favor of Audilus.

Dated as of the opt-in date (such date, the “Contract Date”):

If you have any questions regarding this Agreement or need technical support, you can contact Our support by emailing support@audilus.com 

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