Distribution Agreement

Welcome to the Digital Distribution Agreement between you and PUSHPROM. This Digital Distribution agreement contains terms and conditions under which PUSHPROM/CDB offers the Digital Download and Distribution Service and the Digital Performance Rights Administration Service.

1. AUTHORIZATION:
While selling Your Content on the Website is nonexclusive (meaning you have the right to sell your music and videos directly), the rights granted by you to us are exclusive with respect to serving as your authorized representative for distributing Your Content to third party distributors for online redistribution, because online retailers (e.g., iTunes, Amazon, etc.) will refuse content that may be delivered by multiple parties. The rights granted are also exclusive as to acting as your collection agent with respect to royalties owed to you as the sound recording copyright owner by third party licensing organizations
(such as Sound Exchange) for the exploitation of your Digital Performance Rights under the compulsory license (“Digital Performance Royalties”). However, you may opt
out of our collection of such Digital Performance Royalties as described in Section 3 below.

2. ADDITIONAL GRANT:
In addition to the rights granted in the PUSHPROM Artist Agreement, you hereby grant to us the exclusive right (as explained below), and to our Licensees the
nonexclusive right, during the Term and throughout the Authorized Territory, to:

(a) Reproduce, supply, publicly perform, communicate to the public, make available, publicly display, promote, sell, distribute, synchronize (for use on Licensee
platforms) and deliver Your Content and Art Tracks as Digital Masters to purchasers and resellers who may use such Digital Masters in accordance with usage rules
approved by us and pursuant to any limitations imposed by your distribution preferences (e.g., only Digital Master Sales);

(b) Use and authorize others to license the use and sale of Your Content and Art Tracks in connection with all manner of phone services, such as, but not limited to,
sales or licenses of Your Content as downloads (including, without limitation, downloads to cell phones) and for use as ringtones (including mastertones) and ringback
tones;

(c) Reproduce, distribute, market, publicly perform, promote, sell and deliver Your Content as Digital Masters or otherwise, including, without limitation, by
(i) allowing the burning of compact disc and DVD copies of any of Your Content (to the extent not expressly prohibited by you),
(ii) delivering, reproducing and publicly performing Your Content on a through-to-the-audience basis on physical devices (e.g. digital jukeboxes) and
(iii) transmitting, storing, downloading, and subsequently retrieving Your Content to and on digital storage devices, including smartphones and other devices (e.g.,
iPods, USB drives, digital jukeboxes etc.);

(d) Use and authorize others to allow copies of Your Content to be distributed as so-called “conditional” downloads, whether tethered to a device, time limited, play
limited or otherwise;

(e) “Stream” and authorize others to “stream” Your Content on-demand as part of an Internet radio service, on a multichannel video programming distribution service, or
via any other interactive distribution platform or technology, whether now known or hereafter developed, or as part of a noninteractive service;

(f) Modify, alter, adapt, transform, remix and otherwise create derivative works of Your Content alone or in combination with other sounds and sound recordings (e.g.
DJ mixes), including by means of
(i) recombination and manipulation of Your Content to produce a new or modified sound recording,
(ii) mashups that combine elements of Your Content with other sound recordings to produce a new or modified sound recording,
(iii) compilations and playlists of Your Content that produce new or modified sound recordings, and/or
(iv) the addition of new musical and other performances to Your Content to produce new or modified sound recordings (created on, after or before the date hereof),
including by changing the tempos, melodies, rhythm, lyrics and harmonies thereof;

(g) Reproduce, distribute, and publicly display visual elements of Your Content (e.g., album cover artwork, images, etc.) in connection with the promotion,
advertisement, sale, and distribution of Your Content as contemplated in this Agreement;

(h) Create and authorize others to create fingerprints of Your Content for purposes of audio recognition, which shall remain the property of PUSHPROM and/or its
thirdparty partners; and

(i) Use and authorize others to license the use of any album related artwork, photos, liner notes, metadata and other material related to, but not including, your
sound recordings and video content that you have provided to PUSHPROM in perpetuity; and

(j) Fully sublicense (through single or multiple tiers) any of the foregoing rights or any of the other rights that PUSHPROM or Licensees are authorized to exercise
pursuant to this Agreement.

3. DIGITAL PERFORMANCE RIGHTS ADMINISTRATION SERVICES:
(a) In addition, you hereby grant to us the sole and exclusive rights throughout the Authorized Territory to administer, promote and manage your Digital Performance
Rights in the sound recordings you submit to PUSHPROM (the “Sound Recordings”), including without limitation the sublicensable right to:
(i) Register, on your behalf, with SoundExchange and other similar organizations and licensing agencies which collect Digital Performance Royalties and for which
PUSHPROM may offer such registration services (the “Third-Party Registrations”) unless you opt out of as described below;
(ii) Collect, on your behalf, all Digital Performance Royalties unless you opt out as described below, and other amounts owed to you for the exercise and exploitation
of your Digital Performance Rights in the Sound Recordings; and
(iii) Otherwise exercise and exploit, and allow others to exercise and exploit, your Digital Performance Rights in any manner or media, whether interactive or noninteractive,
including digitally performing and licensing others to digitally perform the Sound Recordings publicly or privately, for profit or otherwise, by any means or media whatsoever,
whether now known or hereafter conceived or developed.

4. PAYMENTS TO YOU:
(a) Wholesale rates. For digital content resold through our Licensees (including, by way of example and not limitation, iTunes, Amazon.com, eMusic, Rhapsody, and other
partners), we will pay you an amount equal to ninety percent (90%) of the net wholesale price actually received by us from our Licensees for the sale or other
licensed uses of your Digital Masters (the “License Fee”) net of Tax. Distribution fees owed to PUSHPROM by any entity with whom PUSHPROM has entered into a contractual
relationship that are not received or collected by PUSHPROM (e.g., as a result of the other party’s failure to perform under a contract) are not included within the
calculation set forth in this Section4(a).

(b) Retail Sales Rates. For digital content sold directly through our Website, we will pay you an amount equal to ninety percent (90%) of the retail price actually
received from a customer for the sale or other licensed use of Your Content net of Tax. Retail sales fees owed to PUSHPROM by any entity with whom PUSHPROM has entered
into a contractual relationship that are not received or collected (e.g., as a result of charge backs, breach of contract, failure to pay, etc.) are not included
within the calculation set forth in this Section4(b).

(c) Digital Performance Rights. We will pay you an amount equal to ninety percent (90%) of the Digital Performance Royalties and other amounts actually collected by us on your behalf in connection with your Digital Performance Rights, and we will retain the remaining ten percent (10%) as our fee for the Digital Performance
Rights Administration Services. If we incur any out-of pocket expenses, costs or fees in connection with the collection or distribution of such Digital Performance Royalties or the management or administration of your Digital Performance Rights,, we may deduct such amounts from the amounts payable to you.

(d) Payment Terms. PUSHPROM will make payment to you in accordance with the informations provided by the artist/management team during the distribution process.

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