TERMS AND CONDITIONS

These Terms and Conditions form a legally binding agreement (the "Agreement") entered into on the date of acceptance (the "Effective Date") by and between ANGVIS LTD (Company No. 12763866), a company incorporated in England and Wales ("Distributor"), and You, the accepting artist or band ("Artist").

Whereas, Artist desires to engage the services of Distributor for the distribution of the music content described herein, such that it may be made available for commercial sale and streaming purposes; and

Whereas, Distributor agrees to provide such services in accordance with the terms and conditions set forth herein;

Now, Therefore, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. Distribution of Music Content

1.1. Distribution Channels.

Distributor shall distribute and make available the music content ("Master Recordings") provided by Artist through the following channels: (a) online music streaming platforms (including, but not limited to, Spotify, Apple Music, Deezer, and Tidal), (b) online music download stores (including, but not limited to, iTunes and Amazon Music), and (c) online video streaming platforms (including, but not limited to, YouTube), as well as any other digital platforms or services that Distributor may reasonably select from time to time.

1.2. Distribution Rights.

Subject to the terms and conditions of this Agreement, Artist grants to Distributor an exclusive, worldwide right, during the Distribution Term, to distribute, reproduce, publicly perform, communicate to the public, and otherwise exploit the Master Recordings by all means and, in all formats, now known or hereafter devised, and to authorize third parties to do the same. This exclusivity applies only to the Master Recordings delivered under this Agreement and does not constitute an exclusive recording contract.

1.3. Distribution Term.

The term of this Agreement (the "Distribution Term") shall commence on the Effective Date and shall continue for a period of one (1) year thereafter. This Agreement shall automatically renew for additional one-year terms, unless either party provides written notice of its intention not to renew at least sixty (60) days prior to the expiration of the then-current term.

1.4. PRO and Collection Society Registration.

Artist expressly authorizes Distributor, in Distributor's own name or in Artist's name, to register the Master Recordings and related metadata, and the associated musical compositions embodied in the Master Recordings, with any and all performance rights organizations, neighboring rights organizations, mechanical rights organizations, and other collection societies and rights management entities worldwide, solely to the extent permitted by the rules of such organizations and as is reasonably necessary to exploit and administer the Master Recordings and such compositions and to collect income derived therefrom. Distributor shall be entitled to receive and collect all such income directly and shall account to Artist as provided in Section 2.

1.5. Sync Licensing; One-Stop Authority.

Artist grants Distributor the exclusive right, during the Distribution Term, to solicit, pitch, negotiate and procure synchronization licensing opportunities for the Master Recordings across all media worldwide, and to negotiate and enter into synchronization license agreements for the Master Recordings on Artist's behalf. To the extent permitted by any applicable co-writer or third-party agreements, Artist further authorizes Distributor to license, on a one-stop basis, both the Master Recordings and the associated musical compositions embodied therein, and to collect all related synchronization fees and publishing income for such uses. In the event that Distributor procures a synchronization license for any Master Recording, Distributor shall be entitled to retain fifty percent (50%) of all gross synchronization fees actually received in connection with such license, and the remaining fifty percent (50%) shall be paid to Artist. Distributor's fifty percent (50%) share shall constitute Distributor's sole participation in the master-side synchronization income for that license and shall not be subject to any additional commission or deduction under Section 2 in respect of that same master-side sync income. If Artist independently becomes aware of or is approached with a potential synchronization opportunity for any Master Recording, Artist shall promptly notify Distributor and shall not conclude any synchronization license directly. Distributor shall have the right, but not the obligation, to take over negotiations and to administer and document such synchronization license on a one-stop basis, including, where applicable, through Distributor's third-party sub-publishers and publishing administration partners. Any such synchronization license concluded in respect of the Master Recordings during the Distribution Term shall be treated as a license procured by Distributor for the purposes of this Section 1.5, and the synchronization fees shall be shared between Distributor and Artist in the same proportions set out above.

1.6. Composition and Publishing Rights; Administration.

Notwithstanding anything contained herein, Artist retains all rights, title, and interest in and to the underlying musical compositions embodied in the Master Recordings and any associated publishing rights, subject only to the administration rights expressly granted to Distributor in this Section 1.6. For the Distribution Term, Artist hereby irrevocably appoints Distributor as the exclusive administrator of an undivided one hundred percent (100%) share of the publishing rights in and to each musical composition embodied in the Master Recordings (the "Administered Share"). This Administered Share shall be administered by Distributor on an exclusive basis worldwide, and Artist shall not grant any publishing administration or sub-publishing rights in respect of the Administered Share to any third party. Distributor's rights in respect of the Administered Share are limited to: (a) registering the works with relevant collection societies and performance rights organizations; (b) collecting publishing-related income on Artist's behalf in respect of the Administered Share, including, without limitation, mechanical and performance royalties and other exploitation income; and (c) granting synchronization licenses on a one-stop basis together with the Master Recordings as set out in Section 1.5. Distributor may appoint third-party sub-publishers and publishing administration partners, including without limitation Steam Music Group LLC, to perform some or all of the administration and licensing activities described in this Section 1.6 in respect of the Administered Share, provided that Distributor remains responsible for accounting to Artist in accordance with Section 2.

1.7. Artist Exclusivity and Scope of Distribution.

Artist agrees that only music content featuring Artist as the primary or co-performing artist shall be distributed under this Agreement. The distribution services provided by Distributor are solely for the benefit of the Artist's own recordings. Artist shall not submit for distribution any music content in which Artist is not a featured performer or co-performer, and Artist may not distribute music belonging to third parties through Distributor without prior written approval from Distributor. Any such action shall be considered a material breach of this Agreement, subject to termination under Section 7.1.

1.8. Record Label Agreements.

If, during the term of this Agreement, Artist enters into an exclusive recording agreement with a third-party record label ("Label Agreement") that requires Artist to release music through the label, Artist shall provide Distributor with written notice of such Label Agreement within thirty (30) days of its execution.

1.9. Prohibited Conduct and Content Standards.

Artist shall not, and shall not authorize or permit any third party to: (a) generate, procure, encourage or benefit from any artificial, automated, bot-driven, fraudulent or incentivised streams, plays, downloads or other engagement in respect of the Master Recordings ("Streaming Manipulation"); (b) submit or distribute any content that Artist does not own or is not authorized to distribute, or in which Artist is not the primary or co-performing artist (except as expressly approved in writing under Section 1.7); (c) submit any content that infringes, misappropriates or violates the intellectual property, publicity, privacy or other rights of any third party, including uncleared samples, interpolations or compositions; (d) submit false, misleading or manipulative metadata, including inaccurate artist or songwriter credits, fabricated featured artists, or keyword stuffing intended to mislead stores or listeners; (e) impersonate any person or entity, or misrepresent Artist's affiliation with any person or entity; (f) submit content that is unlawful or defamatory, that promotes hatred or violence, or that any digital store prohibits; (g) issue, threaten or procure any chargeback, payment reversal or dispute in bad faith; (h) engage in abusive, threatening or harassing conduct toward Distributor's personnel; or (i) create additional or duplicate accounts, or re-submit previously removed content, in order to circumvent any suspension, takedown, termination or ban under this Agreement. Distributor may publish and update supplemental acceptable-use guidelines from time to time, and Artist agrees to comply with the version in effect. Any breach of this Section 1.9 shall constitute a material breach entitling Distributor to exercise its rights under Sections 2.7, 7.1 and 7.5.

2. Payment and Royalties

2.1. Master and Other Master-Related Income.

Subject always to Section 1.5 in respect of synchronization fees procured by Distributor, Distributor shall pay Artist a royalty equal to eighty-two and one-half percent (82.5%) of all Net Receipts received by Distributor from the sale or other exploitation of the Master Recordings during the Distribution Term, including but not limited to streaming, downloads, and digital sales (excluding synchronization fees covered by Section 1.5). "Net Receipts" shall mean the actual amounts received by Distributor from third-party distributors, platforms, licensees and collection bodies in connection with such exploitation, less any applicable taxes, third-party platform or distributor fees, collection society fees, chargebacks, and any other customary deductions. The remaining seventeen and one-half percent (17.5%) of such Net Receipts shall be retained by Distributor as consideration for its services under this Agreement.

2.2. Accounting and Payment Schedule.

Distributor shall provide Artist with a sales and royalty report ("Royalty Report") on a quarterly basis, no later than thirty (30) days after the end of each calendar quarter. Concurrently with each Royalty Report, Distributor shall pay Artist the amount of royalties due and payable with respect to such Royalty Report.

2.3. Audit Rights.

Artist shall have the right, upon reasonable written notice to Distributor, to inspect and audit Distributor's books and records as they pertain to the sales, licensing, and exploitation of the Master Recordings and relevant publishing income administered hereunder, for the purpose of verifying the accuracy of Distributor's accounting and Royalty Reports. Artist may exercise this right of inspection and audit no more than once in any calendar year, and only during Distributor's normal business hours.

2.4. Neighboring Rights Collection and Payment.

Artist hereby authorizes Distributor to collect one hundred percent (100%) of the neighboring rights royalties related to the Master Recordings during the Distribution Term. Distributor shall be entitled to retain seventeen and one-half percent (17.5%) of all neighboring rights royalties collected as consideration for its collection services. The remaining eighty-two and one-half percent (82.5%) of such neighboring rights royalties shall be paid to Artist in accordance with the accounting schedule outlined in Section 2.2.

2.5. Publishing Administration Income (Admin Commission).

In connection with the publishing administration described in Section 1.6, Distributor shall be entitled to retain seventeen and one-half percent (17.5%) of all publishing-related income actually received by Distributor in connection with such administration (including, without limitation, mechanical and performance royalties collected via collection societies and licensees), and the remaining eighty-two and one-half percent (82.5%) shall be paid to Artist in accordance with Section 2.2. For clarity, Distributor does not acquire any ownership interest in the underlying musical compositions, and Distributor's share under this Section 2.5 is an administration commission only.

2.6. Basis of Percentages.

All percentages and shares set out in this Section 2 are calculated on amounts actually received by Distributor from third-party distributors, collection societies, licensees and administration partners in respect of the Master Recordings and compositions, after deduction of such third parties' own fees, commissions and charges.

2.7. Withholding, Set-Off and Recoupment; Chargebacks and Penalties.

Distributor may withhold, set off and recoup, from any royalties or other sums payable to Artist (whether then due or arising in future periods), any amounts that Distributor reasonably incurs, is charged, or reasonably anticipates being charged, in connection with the Master Recordings or Artist's conduct, including: (a) chargebacks, refunds, reversals and adjustments applied by any digital store, platform, distributor or collection body; (b) fines, penalties, withheld payments or deductions imposed by any digital store, platform, distributor or collection body, including those arising from Streaming Manipulation or from content or metadata violations; (c) overpayments previously made to Artist; and (d) any losses, costs, damages and expenses (including reasonable legal fees) for which Artist is responsible under Section 5.1. Where Distributor reasonably suspects Streaming Manipulation, infringement, fraud or any other breach of this Agreement, Distributor may withhold payment of the affected royalties pending investigation and resolution. If amounts owed by Artist exceed royalties then available, Artist shall remain liable for and shall reimburse the shortfall on demand. Nothing in this Section entitles Distributor to retain royalties that have been finally determined to be properly due to Artist and that are not subject to any such deduction, claim or investigation.

3. Representations and Warranties

3.1. Mutual Representations and Warranties.

Each party hereto represents and warrants to the other party that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization; (b) it has full corporate or other necessary power and authority to enter into this Agreement and to perform all of its obligations hereunder; and (c) the execution, delivery, and performance of this Agreement by it have been duly authorized by all necessary corporate, shareholder, or other required actions.

3.2. Artist Representations and Warranties.

Artist represents and warrants that: (a) the Master Recordings are original to Artist, and all required licenses, consents, and any other necessary rights and permissions related to the Master Recordings have been obtained by Artist; (b) the Master Recordings and any underlying compositions or trademarks do not infringe, misappropriate, or otherwise violate any intellectual property rights or proprietary rights of any third party; (c) Artist is not currently signed under any exclusive agreement with a record label or any other entity that would conflict with or restrict the rights granted to Distributor under this Agreement; and (d) Artist has not previously entered into any agreements or arrangements with any third parties that would: (i) contradict or conflict with the rights granted to Distributor under this Agreement, (ii) obligate Artist to pay any amounts to third parties in connection with the distribution or licensing of the Master Recordings hereunder, or (iii) make it impossible or commercially impractical for Distributor to distribute and license the Master Recordings as contemplated hereunder.

4. Governing Law and Dispute Resolution

4.1. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflicts of law principles.

4.2. Dispute Resolution.

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be finally resolved by arbitration in accordance with the Arbitration Rules of the London Court of International Arbitration ("LCIA Rules"), which are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one, and such arbitrator shall be appointed in accordance with the LCIA Rules. The place of arbitration shall be London, United Kingdom, and the language of the arbitration shall be English.

5. Indemnification

5.1. Indemnification by Artist.

Artist agrees to indemnify, defend, and hold harmless Distributor, its officers, directors, employees, agents, affiliates, and partners from and against any and all claims, demands, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) any breach by Artist of any representation, warranty, or covenant made in this Agreement; (b) any infringement or misappropriation of any intellectual property or proprietary rights by the Master Recordings or the underlying compositions supplied by Artist; and (c) any claims by third parties relating to the content of the Master Recordings or Artist's performance under this Agreement.

5.2. Indemnification by Distributor.

Distributor agrees to indemnify, defend, and hold harmless Artist, its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) any breach by Distributor of any representation, warranty, or covenant made in this Agreement; and (b) any actions or omissions by Distributor that result in infringement or misappropriation of any intellectual property or proprietary rights, provided that such infringement or misappropriation is directly related to the distribution or licensing of the Master Recordings as authorized hereunder.

5.3. Indemnification Procedures.

The indemnified party shall promptly notify the indemnifying party of any claim for which indemnification is sought. The indemnifying party shall have the right to assume the defence of such claim with counsel of its choice. The indemnified party shall cooperate with the indemnifying party in the defence of such claim and shall not settle or compromise the claim without the indemnifying party's prior written consent.

6. Miscellaneous

6.1. Entire Agreement.

This Agreement, including any attachments hereto, constitutes the entire understanding and agreement between the parties with regard to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, between the parties hereto with respect to the subject matter hereof.

6.2. Amendments and Waivers.

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by both parties hereto. No waiver of any breach or any provision of this Agreement shall be deemed to be a waiver of any other or subsequent breach or provision.

6.3. Notices.

Any notices required or permitted under this Agreement shall be in writing. Notices to Artist may be given by email to the address associated with Artist's account and shall be deemed received on the day of sending. In particular, any notice of suspension, content takedown, or termination for cause under this Agreement may be given by email and shall take effect immediately upon sending unless a later time is specified. Other notices may additionally be (a) delivered personally, (b) sent by certified or registered mail, postage prepaid, return receipt requested, or (c) sent by reputable overnight courier service, and shall be deemed given upon receipt thereof.

6.4. Independent Contractors.

The parties hereto are independent contractors, and no agency, partnership, joint venture, or employer-employee relationship is intended or created by this Agreement.

6.5. Limitation of Liability.

Except in respect of (a) either party's indemnification obligations under Section 5, (b) Artist's breach of Sections 1.7, 1.9 or 3.2, or (c) liability that cannot be excluded or limited under applicable law, and to the maximum extent permitted by law: (i) neither party shall be liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, goodwill, data or anticipated savings; and (ii) Distributor's total aggregate liability arising out of or in connection with this Agreement shall not exceed the total sums retained by Distributor as its share of Net Receipts in respect of the Master Recordings during the twelve (12) month period immediately preceding the event giving rise to the claim. Nothing in this Agreement shall exclude or limit either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.

6.6. Survival.

Termination or expiry of this Agreement shall not affect any rights, obligations or liabilities that have accrued prior to termination, nor any provision which is expressly or by implication intended to continue in force. Without limitation, Sections 1.9, 2.3, 2.7, 3, 5, 6.5, 6.6 and 8, together with any accrued payment or reimbursement obligations, shall survive termination or expiry of this Agreement.

6.7. Assignment.

Artist shall not assign, transfer, charge or otherwise dispose of this Agreement or any rights or obligations hereunder without Distributor's prior written consent. Distributor may assign or transfer this Agreement, in whole or in part, to any affiliate or successor in connection with a reorganization, merger, or sale of all or substantially all of its assets.

7. Termination

7.1. Termination by Distributor.

(a) Termination for Convenience. Distributor may terminate this Agreement at any time, for any reason, by providing Artist with written notice, such termination to be effective thirty (30) days after Artist's receipt of such notice unless otherwise specified by Distributor.

(b) Termination for Cause. Distributor may terminate this Agreement, or any individual Master Recording, with immediate effect on written notice (including by email) where: (i) Artist commits a material breach of this Agreement that is incapable of remedy, or that Artist fails to remedy within seven (7) days of notice requiring its remedy; (ii) Artist engages in Streaming Manipulation or any conduct prohibited by Section 1.9; (iii) the Master Recordings or their metadata infringe, or are alleged in good faith by a third party or store to infringe, any rights; (iv) any digital store, platform, distributor or collection body refuses, removes, penalises or requires removal of Artist's content; (v) Artist engages in fraudulent, unlawful, or abusive conduct; or (vi) Artist becomes insolvent, enters any insolvency or bankruptcy process, or ceases to carry on business. Termination for cause does not require any cure period save as expressly stated in (b)(i).

7.2. Termination by Artist.

Artist may terminate this Agreement at any time, for any reason, by providing written notice to Distributor. Such termination shall be effective thirty (30) days after Distributor's receipt of such notice, unless otherwise specified by Artist.

7.3. Effect of Termination.

Upon termination of this Agreement for any reason, all rights granted to Distributor hereunder shall revert to Artist, and Distributor shall instruct the removal of the Master Recordings from stores and platforms. Artist acknowledges that stores and platforms require a reasonable processing period to effect removal and that Distributor is not responsible for continued availability during that period. Termination is subject to any continuing exploitation in respect of licenses already granted and to the provisions of Sections 2.7 and 8. Distributor shall provide Artist with a final Royalty Report and pay any outstanding royalties properly due, after application of any withholding, set-off or recoupment under Section 2.7, within sixty (60) days following the termination of the Agreement.

7.4. Force Majeure.

Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is caused by or results from events beyond the reasonable control of the affected party, including but not limited to natural disasters, war, civil disturbances, governmental actions, labor disputes, pandemics, and failures or interruptions in telecommunications or utilities ("Force Majeure Event"). In such event, the affected party shall notify the other party as soon as practicable and shall use reasonable efforts to resume performance as quickly as possible. If the Force Majeure Event continues for more than sixty (60) days, either party may terminate this Agreement by providing written notice to the other party.

7.5. Suspension and Content Takedown.

Without prejudice to its termination rights, Distributor may at any time, with or without prior notice, and without such action constituting a breach by Distributor: (a) suspend Artist's account and access to the services; (b) remove, take down, or cease distribution of any or all Master Recordings from some or all stores and platforms; and/or (c) withhold or freeze payment of royalties in accordance with Section 2.7, where Distributor reasonably considers such action necessary or appropriate, including in response to suspected Streaming Manipulation, infringement, fraud, a complaint or takedown request, a store or platform requirement, or any breach or suspected breach of this Agreement. Distributor shall use reasonable efforts to notify Artist of any such action and, where the underlying concern is resolved to Distributor's reasonable satisfaction, may restore the affected account, Master Recordings or payments.

7.6. Refusal of Service and Ban.

Where this Agreement is terminated by Distributor for cause, Distributor may permanently refuse to provide services to Artist in future, decline any future application by Artist, and block the creation of new or duplicate accounts by or on behalf of Artist. Any attempt by Artist to circumvent such a ban, including through additional accounts or third parties, shall itself constitute a material breach.

8. Sunset Clause for Sync Licensing

8.1. Sync Licensing Negotiations Post-Termination.

In the event of termination of this Agreement by either party, if at the time of termination Distributor is engaged in negotiations for a sync licensing deal for any Master Recordings, Distributor shall retain the exclusive right to complete such sync licensing negotiations and finalize any resulting sync license agreements.

8.2. Rights and Obligations.

Distributor shall continue to act on behalf of Artist in relation to any sync licensing deals in progress until such negotiations are concluded and any sync licensing agreements are finalized. Distributor shall pay Artist their applicable share of any synchronization fees received as a result of these negotiations in accordance with Section 1.5 of this Agreement.

8.3. Duration of Sunset Clause.

The rights retained by Distributor under this sunset clause shall continue until the completion of the sync licensing negotiations or the expiration of a period of sixty (60) days following the effective date of termination, whichever comes first. However, if Distributor reasonably believes that additional time is necessary to conclude the ongoing sync licensing negotiations, Distributor shall have the right to extend the sunset period by providing written notice to Artist before the expiration of the initial sixty (60) day period. Any such extension shall not exceed an additional ninety (90) days, unless both parties agree in writing to a further extension.

By clicking "I Accept," you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions with ANGVIS LTD.