Digital Music Distribution Agreement

The following, when accepted by you (as the authorized legal representative for an artist, band, group, company or corporation) will constitute your agreement with Stereofame, Inc., a Florida corporation, Post Office Box 3359, Ponte Vedra Beach, FL 32004-3359 ("Stereofame"), and the owner and operator of the web page located at stereofame.com (the "Stereofame Site") regarding the digital distribution of your sound recordings ("Distribution Service").

READ THIS AGREEMENT CAREFULLY.

By entering your name and clicking on the "I AGREE" button below, you are entering into a legal and binding agreement. The "Effective Date" of this Agreement is the date on which you click the "I AGREE" button below.

Stereofame reserves the right to change, modify, add to or remove any of the terms and conditions of this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the Stereofame Site. In the event of substantive changes to the terms of this Agreement, you will be notified by email. If any modification is unacceptable to you, your only recourse is to discontinue use of the Distribution Service. Your continued use of the Distribution Service, following posting of a change notice or new agreement on the Stereofame Site (as more fully described below in Section 8), will constitute your binding acceptance of the changes.

1. Grant of Rights & Authorization of Distribution:

You hereby appoint Stereofame as your authorized distributor of digital downloads ("Digital Masters") of your sound recordings and underlying musical compositions delivered to Stereofame for digital distribution (your sound recordings and the musical compositions recorded embodied in your sound recordings are collectively defined as your "Masters"). You grant to Stereofame the non-exclusive rights, during the Term and throughout the Universe (the "Territory"), to:

1. Reproduce and convert your Masters into Digital Masters;
2. Stream the Digital Masters and thrity second (:30) clips of such Digital Masters on-demand free of charge, as part of an internet radio service and to promote the license, sale and distribution of Digital Masters;
3. Promote, sell, distribute, and deliver Digital Masters, as individual tracks or entire albums, including compilation albums combining your Masters with the masters of other participating artists in accordance with Stereofame's rules for acquiring Digital Masters;
4. Use and authorize others to license the use of and sale of your Masters in connection with all manner of phone services, such as, but not limited to, sales or licenses of Digital Masters as downloads (including, without limitation, downloads to cell phones) and for use as ringtones, mastertones, and ringback tones;
5. Allow copies of a Digital Master to be distributed as so-called "conditional" downloads, whether tethered to a device, time limited, play limited or otherwise;
6. Use and distribute the metadata in connectino with a Digital Master, such as your name, the title of the applicable album, the name of the song and the record company name ("Copyright Management Information") as embodied in a Digital Master;
7. Display and electronically fulfill and deliver your Artwork used in connection with your Masters for personal use solely in conjunction with the applicable Digital Master as provided herein;
8. Use your Masters, your album cover artwork and any other artwork relating to your Masters that you provide to Stereofame (your "Artwork") and metadata as may be reasonably necessary or desirable for Stereofame to exercise its rights under and in furtherance of this Agreement; and
9. Have a no fee public performance license in your Masters and musical compositions.

STEREOFAME MAKES NO GUARANTEE THAT THERE WILL BE ANY MINIMUM SALES OR USES OF ANY DIGITAL MASTER.

2. Term:

This Agreement will begin on the Effective Date and will continue unless and until terminated by either party upon no less than thirty (30) days notice to the other party (the "Term").

3. Payments to You:

1. If you are an Artist, Stereofame will pay you fifty percent (50%) of the Net Income (the "Income Share") it receives for the sale or license of your Digital Masters, albums, ringtones, ringback tones or mastertones ("Digital Material"). "Net Income" means Stereofame's gross proceeds from the sale of Digital Materials less any applicable credit card fees and/or taxes.
2. Payment of the Income Share is subject to any applicable discounting, promotions and payment procedures used by Stereofame during the term of this Agreement. Stereofame may discount the price of downloads, ringtones, mastertones, albums and other configurations in any amount and provide other discounting methods consistent with this section (e.g., five downloads for the price of four), and the Income Share will reflect such discount (e.g., if a track is downloaded at a 20% discount, the Income Share will also be discounted by 20%). Notwithstanding the above, in the event one or more of your Digital Masters is downloaded by a Member through the use of a Stereofame gift card ("SF Gift Card"), you will receive the Income Share based on the designated download price of your Digital Master as of the date it is purchased with the SF Gift Card.
3. You must have a PayPal account to receive payment. Stereofame will remit payment to you through the PayPal Mass Pay system pursuant to the schedule provided in Section 3(f) below. You will be responsible for payment of the PayPal Mass Pay fees (currently $1, but remains subject to change). If PayPal is not offered in your country or place of residence, please notify Stereofame and Stereofame will remit payment to you in accordance with Section 3(i) below.
4. Credit card fees include, but are not limited to, transaction, processing and chargeback fees. These fees may vary each month and are calculated by credit card reports provided to Stereofame.
5. All accounting details are available and updated daily in the secure Members' login area at https://secure.Stereofame.com.
6. If you have a PayPal account, Stereofame will account to and pay you on or before the last day of the calendar month following the month in which the sale or license occurred, provided that Stereofame has been paid for such sale or license by the third party user or purchaser, and provided, further, you have earned at least Ten Dollars ($10) in the previous month. Amounts less than $10 will be carried over and paid to you in the next month in which your cumulative payment is at least $10 or such other threshold amount set by you initially upon your registration with Stereofame or as subsequently modified by you. Such payment obligation will constitute full consideration for all rights granted and all obligations undertaken by you hereunder. Under no circumstance will Stereofame be obligated to pay you for any download, mastertone or other configuration for which Stereofame has not been paid by any third party user or purchaser. No interest shall accrue on any amounts that have been carried over to reach a cumulative payment of $10 under this section.
7. You have the right to affiliate with a performance rights society and Sound Exchange or other entity to collect monies that may be payable to you for the public performance of your Digital Masters.
8. Stereofame reserves the right to set and change the price of downloads, ringtones, mastertones, albums and other distributions or configurations of your Digital Masters and to set and change the division of income from the sale or license of your Digital Masters.
9. If PayPal is not offered in your country or territory, Stereofame will remit payment to you via a check upon the earlier to occur of (i) you have earned an amount equal to or greater than One Hundred Dollars ($100), or (ii) upon your written request and at such date that is six (6) months following the first date in which a sale or license of one of your Digital Masters, albums, ringtones or mastertones occurs for which you have not yet been compensated. All checks will be made payable to the name under which the Artist has registered. Such payment obligation will constitute full consideration for all rights granted and all obligations undertaken by you hereunder. Under no circumstance will Stereofame be obligated to pay you for any download, mastertone or other configuration for which Stereofame has not been paid by any third party user or purchaser. No interest shall accrue on any amounts due to the Artist under this section.
10. If you choose to terminate your Stereofame account and advise Stereofame of any amount owed that has not been paid upon successful termination, Stereofame will then pay you any final balance owed. Stereofame will pay you on or before the last day of the calendar month following the month in which the termination occurred, provided that Stereofame has been paid for such sale or license by the third party user or purchaser. Payment will be made to the PayPal account you specify or, at the sole discretion of Stereofame, using another method, such as, but not limited to, a check.
11. In the event that Stereofame has, in its reasonable business judgment, reason to suspect that your account has been subjected to and/or involved in fraudulent activities, Stereofame reserves the right to discontinue posting of your revenue share to your account and to block your ability to otherwise withdraw funds therefrom, until satisfactory resolution and/or explanation of the suspect activities is obtained. To the extent that any fraudulent activities are determined to be caused by your or your affiliates actions or omissions, any costs incurred by Stereofame (including legal fees and costs) in connection therewith may, in addition to its other remedies, be deducted by Stereofame from any monies otherwise payable to you hereunder.

4. Your Obligations:

You will obtain and pay for any and all clearances and licenses as may be required in the Territory for uses of your Masters, and your Artwork and metadata in accordance with the terms herein. Specifically, and without limiting the generality of the foregoing, you will be responsible for and will pay: (i) any royalties and other sums due to artists, authors, co-authors, songwriters, copyright owners and co-owners, producers and any other record royalty participants from sales or other uses of Digital Masters; (ii) all mechanical royalties or other sums payable to publishers and/or authors or co-authors of musical compositions embodied in Digital Masters from sales or other uses of Digital Masters; (iii) all payments that may be required under any collective bargaining agreements applicable to you or any third party; and (iv) any other royalties, fees and/or sums payable with respect to your Masters, and your Artwork, metadata and other materials provided by you to Stereofame. You agree that the amount payable to you is inclusive of any so-called "artist royalties" that might otherwise be required to be paid for sales or exploitations pursuant to the applicable laws of any jurisdiction.

5. Rights to Withdraw Material:

You will have the right at any time during the Term to withdraw authorization for the sale or other uses of your Masters and your Artwork by notifying Stereofame in writing. Upon receipt of your written notice of the termination of your authorization, Stereofame will withdraw your Masters the Distribution Service. The foregoing will not limit your responsibility for sales and other uses of your Masters and/or your Artwork occurring before your withdrawal and will not limit in any way the rights of end users who have acquired your Masters or your Artwork.

6. Names and Likenesses; Promotional Use and Opportunities:

Stereofame may use your names, likenesses, and biographical material, track and/or album name, and your Artwork, in any marketing materials for the sale, promotion and advertising of the applicable Digital Master (e.g., an artist or band name and likeness may be used in an informational fashion, such as by textual displays or other informational passages, to identify and represent authorship, production credits, and performances of the applicable artist or band in connection with the exploitation of applicable Digital Masters). You hereby grant to Stereofame the right to market, promote and advertise the Digital Masters as available for purchase, in any manner as Stereofame determines in its sole discretion.

7. Ownership:

Your Masters, your Artwork, the Digital Masters and all copyrights and equivalent rights embodied therein, and all materials furnished by you, WILL BE AND REMAIN YOUR PROPERTY.

8. Modification, Termination and Effect of Termination:

1. Stereofame reserves the right to change, modify, add to or remove any of the terms and conditions of this Agreement in its sole discretion. Notice of any such changes will be sent to you by email at least seven (7) days prior to their effective date. In the event that you do not consent to any such proposed changes your sole recourse will be to terminate this Agreement by written notice to Stereofame as provided above, and your failure to do so within ten (10) days of the date of any such email from Stereofame to you will constitute your acceptance of such changes.
2. The expiration of the Term of this Agreement will not relieve either party from their respective obligations incurred prior to or during the Term. Accordingly, provisions of this Agreement will continue to apply even after the expiration of the Term.

9. Indemnification:

You hereby indemnify, save, and hold Stereofame harmless from any and all damages, liabilities, costs, losses and expenses (including, but not limited to, legal costs and attorneys' fees) arising out of or connected with any claim, demand, or action which is inconsistent with any of the warranties, representations, covenants or agreements made by you in this Agreement, including, but not limited to, your representations and warranties regarding copyrights or any other rights in and to any other forms of intellectual property. You will reimburse Stereofame, on demand, for any payment made by Stereofame at any time with respect to any damage, liability, cost, loss or expense to which the foregoing indemnity applies. Pending the determination of any claim, demand, or action, Stereofame may, at Stereofame's election, withhold payment of any monies otherwise payable to you hereunder in an amount which does not exceed your potential liability to Stereofame pursuant to this Section 9.

10. Your Representations and Warranties:

You represent and warrant that: (a) you are 18 years old or older; (b) you have the full authority to act on behalf of any and all owners of any right, title or interest in and to your Masters or your Artwork; (c) you own or control the necessary rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions by Stereofame shall not violate or infringe the rights of any third party; (d) Stereofame shall have the right to exploit same in all manner hereunder free from adverse claim and without any obligation to make any payment of any nature to any person or entity, other than the Income Share; and (e) YOU ARE NOT SIGNED TO A MAJOR LABEL (BMG/SONG, CAPITOL MUSIC GROUP, UNIVERSAL MUSIC GROUP, WARNER MUSIC GROUP OR ANY LABEL OWNED BY, AFFILIATED WITH OR DISTRIBUTED BY SUCH MAJORS) RECORDING AGREEMENT AS OF THE EFFECTIVE DATE OF THIS AGREEMENT.

Each party represents and warrants that such party will not act in any manner which conflicts or interferes with any existing commitment or obligation of the other party, and that no agreement previously entered into by either party will interfere with each party's performance of such party's obligations under this Agreement.

Stereofame make no guarantees whatsoever about any minimum sales or uses of any Digital Master.

11. Preventing Unauthorized Download:

Stereofame will take reasonable steps to prevent unauthorized downloading or other use of your Digital Masters. You acknowledge and agree that posting your Digital Masters online comes with a risk of unauthorized and illegal downloading by hacking or other circumvention of the security measures used by Stereofame which are designed to protect your Masters.

12. General Provisions:

1. The parties agree and acknowledge that the relationship between the parties is that of independent contractors. This Agreement will not be deemed to create a partnership or joint venture, and neither party is the other's agent, partner, or employee.
2. This Agreement contains the entire understanding of the parties relating to the subject matter hereof, and supersedes all previous agreements or arrangements between the parties relating to the subject matter hereof. This Agreement cannot be changed or modified except as provided herein. A waiver by either party of any term or condition of this Agreement in any instance will not be deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach thereof. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination will not affect any other provision hereof, and the unenforceable provision will be replaced by an enforceable provision that most closely meets the commercial intent of the parties.
3. This Agreement will be binding on the assigns, heirs, executors, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of each of the parties.
4. Stereofame may assign its rights under this Agreement in whole or in part.
5. Except as otherwise provided herein, any notice, approval, request, authorization, direction or other communication under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes on the delivery date if sent by electronic mail to the address provided by you upon registration with the Stereofame Site, or as properly updated.
6. This Agreement will be governed and interpreted in accordance with the internal laws of the State of Florida applicable to agreements entered into and to be wholly performed therein, without regard to principles of conflict of laws.
7. To the extent permitted by applicable law, the rights and remedies of the parties provided under this Agreement are cumulative and are in addition to any other rights and remedies of the parties at law or equity.
8. This Agreement is for the sole benefit of the parties hereto and their authorized successors and permitted assigns. Nothing herein, express or implied, is intended to or will confer upon any person or entity, other than the parties hereto and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Last updated May 21, 2010
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