1. Definitions

In this Agreement the following terms have the respective meanings set out below:

(a) "Term" means this agreement shall commence on the date of the digital signature and shall continue for a period of one year, unless terminated by either party upon a 30 day notice. The 'term' shall automatically renew for an extra one year unless terminated by either party upon a 30 day notice.

(b) "Digital Delivery" means the delivery of a Master by digital transmission of the sound recording thereon via the Internet Worldwide Web or similar so called "online" means, resulting in a specifically identifiable reproduction by or for the recipient of that sound recording by any means now known or hereafter devised.

(c) "(The) Masters" means any and all master recordings owned and/or controlled by you or by any parent, associated, affiliated or related person, firm, company or label and/or in which you or any of such parties otherwise has, have or acquire an interest during the Term including all mixes remixes and versions of such recordings.

(d) "Royalty Payment" means 60 percent of the Net Receipts, per each completed and paid for Master Recording which has been delivered as a Download from the Websites.

(e) "DRM" means Digital rights management. We DO NOT take part. For reasons being please contact us.

(f) "Net Receipts" means the Retail price (less any applicable sales tax) less deductions for PRS Fees, bit rate conversion (as stated all tracks must be 320kbps), credit or debit card processing fees, and any customer credits, including but not limited to credits for defective goods, errors in billing and transmission and/or any other deductions which may be agreed from time to time.

(g) "Preview" up to three (3) continuous minutes of any Licensor Recording offered for sale hereunder which may be offered free of charge to any Customer or prospective customer by streaming only, for the purpose of evaluating the purchase of a Master Recording

(h) "Authorised Expenses" means:

(i) Credit card transaction and electronic commerce processing fees charges and/or commissions payable to or retainable by unaffiliated third parties in connection with transactions relating to the Masters;

(ii) VAT and other sales taxes, if any;

(iii) Customer discounts and/or credits, including without limitation on account of errors in billing or transmission, if any;

(iv) Commissions, fees and/or shares of income retainable by proprietors, operators or controllers of third party websites authorised by us to effect Digital Delivery of your Masters;

(v) Other third party fees and/or commissions

(h) "Territory" means the world.

2. Rights, Delivery

(a) You hereby grant to us for and throughout the Term and the Territory the non-exclusive right to distribute and sell the Masters by means of Digital Delivery.

(b) In respect of each Master you will deliver to us a Digital clip of first class technical quality or digital files in such format as we may specify together with all necessary licences and permissions, artwork and publicity material. In the case of each Master currently in existence you will make such delivery promptly following signature of this Agreement. In the case of each Master not currently in existence, you will make such delivery promptly upon the same coming into your possession or under your control.

(c) We will have the non-exclusive right to distribute use and reproduce your artwork and publicity material using names, approved likenesses, trade marks, images, logos and brand at all times, together with the right to use excerpts from the Masters in any and all media for the purpose of advertising and promotion.

(d) We reserve the right to change these conditions at any time. We also reserve the right to terminate the site at any time all without prior warning.

3. Royalty, Accounting and Payment and Audit

(a) We shall account to you on a quarterly basis and pay you the Royalty in respect of the Digital Delivery of the Masters, within thirty (30) days after March 30th, June 30th, September 30th and 31st December in each year.

(b) You will have the right not more than once per year and on not less than 28 days' prior written notice to us to have an independent accountant audit and inspect our books of account insofar as they relate to Digital Delivery of your Masters hereunder, at our principal place of business. We shall make good any acknowledged underpayment revealed by any such audit and inspection. Each statement rendered to you will be final and binding unless within one (1) year thereafter we receive specific written objection from you stating the basis thereof.

(c) Retailer shall not pay Licensor any earnings due hereunder in the event that such earnings are below £50 (fifty pounds sterling) but shall carry forward any such earnings until such time as the earnings due and payable hereunder to Licensor exceed £50 (fifty pounds sterling). At such time a cheque payment will be made.

(d) In respect of direct sales from our own website we shall pay mechanical copyright and performance royalties / fees to the MCPS(currently charged at 8% of the Licensee's gross revenue),PRS Alliance in relation to Digital Delivery / streaming of your Masters in accordance with published rates and regulations from time to time

4. Your warranties undertakings and indemnity

You hereby warrant and undertake that:

1, you have the full right power and authority to enter into and perform this Agreement;

2, you control and will control throughout the Term all rights granted by this Agreement; without limiting the foregoing nothing contained in any Master is or will be obscene, illegal or defamatory;

3, we will not incur any liability in respect of the Digital Delivery of the Masters or the use or display of any name, logo, artwork or trade mark provided in connection with the same;

4, you will be solely responsible for and will pay all sums due to the artists licensors producers musicians performers mixers remixers engineers writers composers technicians unions and all other parties having any involvement or interest in the recording, production or exploitation of any Master;

5, you will indemnify us from and against all claims resulting from any breach by you of any of your undertakings, agreements or warranties herein.

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All the Best: ESD team