TuStreams
Member Services Agreement

Last modified: August 20, 2019

This Member Services Agreement, together with any other agreements incorporated herein by reference and the applicable Addenda attached hereto (collectively, the “Agreement”), sets forth the terms and conditions between you and TuStreams, LLC (“TuStreams”, “Company”, “us’, “our”, or “we”) governing your access to, and use of, the services offered or made available by TuStreams (“Service(s)”) on its website https://tustreams.com or any related sub-domain that belongs to or is otherwise operated by TuStreams (“Website(s)”). As used herein, the following “Addenda”, each of which are individually referred to as an “Addendum,” are included as part of this Agreement and govern your use of the Services to the extent applicable: (i) Digital Distribution Addendum; (ii) Synchronization and Content ID Addendum; and (iii) Publishing Addendum. The “Effective Date” of this Agreement is the date on which you create an account. Your use of our Services, including through the submission of sound recordings for distribution, exploitation and/or monetization by TuStreams, constitutes your acceptance of the terms and conditions of this Agreement. By using our Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement, and to comply with all applicable laws and regulations.

THIS AGREEMENT, WHEN ACCEPTED BY YOU WILL CREATE A BINDING AND LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU AND US, WHETHER YOU ARE ACTING IN YOUR INDIVIDUAL CAPACITY OR AS THE AUTHORIZED REPRESENTATIVE FOR AN ARTIST, BAND, GROUP OR CORPORATION, IN WHICH CASE “YOU” SHALL REFER TO THE ARTIST, BAND, GROUP OR CORPORATION ON WHOSE BEHALF YOU ARE ACTING AND AUTHORIZED TO ACT. THEREFORE, PLEASE READ THIS AGREEMENT CAREFULLY AND CONSULT WITH YOUR OWN BUSINESS AND LEGAL ADVISORS BEFORE ACCEPTING AND USING OUR SERVICES. BY ACCESSING OR USING OUR WEBSITE AND/OR SERVICES, YOU AGREE TO THE TERMS CONTAINED WITHIN THIS AGREEMENT; IF YOU DO NOT AGREE, THEN DO NOT USE OUR SERVICES.

This Agreement is broken down into the following Sections for your convenience:

• Incorporated By Reference
• Amendments and Modifications
• Term
• Grant of Rights
• Your Obligations; Submission Requirements
• Payment and Accounting
• Use of Name, Image and Likeness
• Prohibited Uses; Monitoring and Removing Your Content
• Representation and Warranties
• Disclaimers; No Guarantees
• Legal Proceedings and Settlements
• Indemnification
• Limitation of Liability
• Dispute Resolution Procedures; Arbitration
• Definitions
• Indemnification
• Miscellaneous Provisions

This Agreement includes the following Addendum:

• Digital Distribution Addendum
• Synchronization & Content ID Addendum
• Publishing Administration Addendum

1. INCORPORATED BY REFERENCE

This Agreement incorporates by reference the Company’ Terms of Use, Privacy Policy, Cookies Policy, and Copyright Policy. If any terms and conditions contained here conflict with the terms contained with any of the foregoing policies, then the terms and conditions of this Agreement will govern.

2. AMENDMENTS AND MODIFICATIONS

We reserve the right to add, delete and/or modify all or part of this Agreement at any time for any or no reason in our sole and absolute discretion. Notwithstanding the preceding sentence, no modifications to this Agreement will apply to any dispute between you and TuStreams that arose prior to the date of such modification. You will be notified of any material modifications the next time you attempt to access the Services. If any modification is unacceptable to you, your only recourse is to discontinue use of the Services. Your continued use of the Services following posting of a change notice or new agreement on the Website or notice to you via e-mail, will constitute your binding acceptance of the changes.

3. TERM

The term of this Agreement shall commence upon the date of the initial commercial release of your first Recording successfully uploaded on our Services and will continue for an initial period of eighteen months (18) from the date thereof (“Initial Period”). After the Initial Period, the term will automatically extend and continue for successive six (6) month periods (each such six (6) month period, a (“Renewal Period”) unless and until you provide Company with at least ninety (90) days’ prior written notice to terminate the Agreement prior to the expiration of the then-current Renewal Period, which termination will be effective at the end of the then current Renewal Period. As used herein, the Initial Period and any Renewal Period(s) are collectively referred to as the “Term.” Notwithstanding the foregoing, Company can terminate this Agreement at any time by sending you notice. Company shall continue to collect and pay you all monies earned by or credited to its licensees prior to the end of the Term. The termination of this Agreement will not relieve you from your obligations hereunder incurred prior to the effective date of the termination of this Agreement, including any obligations arising under the applicable Addenda.
After the end of the Term, TuStreams will have a right to continue to collect all amounts it is entitled to collect pursuant to the applicable Addenda until such time as TuStreams has received payment for all exploitations of the Content during the Term as authorized herein, including, without limitation, payments from all third party platforms and Licensees. The expiration or termination of the Agreement will not relieve either you or us from our respective obligations incurred prior to the effective date of the termination of the Agreement. In addition, provisions of this Agreement intended to survive the termination of this Agreement shall survive termination.
Notwithstanding anything contained herein, TuStreams has the right at any time, in its sole and absolute discretion, with or without prior notice to you, to: (i) suspend or limit your access to and/or use of, the Services; (ii) suspend or limit your access to your account; or (ii) stop exploiting and distributing any of your Content.

4. GRANT OF RIGHTS

You hereby appoint us as your authorized representative for the sale, distribution and other exploitation of your Content (as defined below). In accordance therewith, you hereby grant us and our Licensees the non-exclusive right and license during the Term and throughout the Territory to:

• (a) Reproduce and create derivative works of your Content by creating video files that embody your Content and elements thereof and authorizing our Licensees to do the same (hereinafter referred to as “Art Tracks”), converting your Content into digital copies, including full-length versions of sound recordings (“Clips”) that can be used for promotional purposes;
• (b) Publicly perform, publicly display, communicate to the public, and otherwise make available your Content, and Clips, by means of digital audio transmissions (on an interactive or non-interactive basis) through the Services and/or Website, and any Licensee website and/or service, to promote your Content for license, sale or distribution, without the payment of any fees or royalties to (i) the songwriters, composers, or music publishers owning any rights in and to your Content; (ii) any performing artist(s) (including non-featured vocalists and musicians) on your Content; (iii) any other person involved in the creation of or owning any portion of your Content, including, but not limited to a record label, and (iv) any agents for any of the foregoing, including, without limitation, performing rights organizations (“PROs”) and unions or guilds, whether U.S. based (such as ASCAP, BMI, SESAC, SoundExchange, AFTRA and AFM) or foreign (e.g., PRS for Music, PPL, CMRRA, CSI, GEMA, etc.);
• (c) Distribute your Content in accordance with any applicable Addendum;
• (d) Place or embed your Content in websites, advertisements, and any and all other media, whether now known or hereafter developed, but specifically excluding television and movies, to promote the Company’s Services;
• (e) Reproduce, distribute, and publicly perform and otherwise use your Content and metadata as may be reasonably necessary or desirable for us to exercise our rights under this Agreement;
• (f) Authorize our Licensees to perform any one or more of the activities specified above or in an applicable Addendum.

You hereby appoint Company your true and lawful agent and attorney in fact (with full power of substitution and delegation) to make, execute and deliver any and all documents, instruments and writings in Company’s and/or your name and to take any other action in Company’s and/or your name which in the reasonable business judgment of Company is necessary or desirable to carry out the purposes of this agreement.

5. YOUR OBLIGATIONS; SUBMISSION REQUIREMENTS

You, or a licensee acting on your behalf, will be responsible for obtaining and paying for any and all clearances or licenses required in the Territory (or any portion thereof) for the use and exploitation of any of your Content. Without limiting the generality of the foregoing, you (either directly or through a third party acting on your behalf) shall be responsible for and shall pay: (i) any royalties and other sums due to artists (featured and non-featured), authors, co‑authors, copyright owners and co-owners, producers, engineers, and any other record royalty participants from sales or other uses of your Content; (ii) all mechanical royalties or other sums payable to music publishers and/or authors or co-authors of Compositions from sales or other uses of your Content; (iii) all payments that may be required under any collective bargaining agreements applicable to you or any third party (e.g., to unions or guilds such as AFM or AFTRA); and (iv) any other royalties, fees and/or sums payable with respect to your Content or other materials provided by you to us. You agree that the amount payable to you under this Agreement 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 and for any public performances, public displays or communications to the public of the sound recordings and musical works constituting your Content.

Concurrently with your acceptance of this Agreement, you will supply Company with copies of any existing licenses or other agreements concerning the Content necessary for Company to perform the Services and exercise the rights granted to Company herein. If and to the extent that you fail to provide to Company any of the materials and information referred to in this Section 5, Company’s rights in and to the Content shall not be impaired as a result thereof. Company shall not be responsible for any non-collection of monies or lack of copyright protection with respect to the affected Content that is the direct or indirect result of any such failure by you.

You will be responsible for complying with the Recording Industry Association of America’s (“RIAA”) Parental Advisory Logo (“PAL”) Standards, as applicable, for so long as you use the Services. Information about the RIAA PAL Program is available here: http://www.riaa.com/resources-learning/parental-advisory-label/.

You agree to submit all Recordings, images and artwork at your sole expense, in the format(s) required by Company. Technical descriptions of such format(s) will be provided to you upon and during the submission process. You agree that Company and/or its suppliers will have the right to supplement existing artwork necessary to complete the packaging for discs-on-demand. Reasonable efforts will be made to provide you with approval rights over such artwork, but in the event that you object to any such artwork your only remedy shall be to (a) provide appropriate replacement artwork or (b) request prospective discontinuation of delivery of your materials in such manner. In no circumstances shall Company have any liability to you with respect to the quality, sufficiency or other aspect of the creation and delivery of such discs-on-demand. Company, in its sole discretion, reserves the right to reject any materials (including, without limitation, Recordings, images and/or artwork) that you submit to TuStreams.

6. PAYMENT AND ACCOUNTING

• (a) Payment of Net Income. Company will remit to you your share of any Net Income (as such term is defined in each applicable Addendum) in accordance with the terms of such Addendum. Notwithstanding the foregoing, no payments will be paid to you, including your share of any Net Income, unless and until you have provided TuStreams with any and all necessary paperwork, including any supporting tax documentation as applicable (e.g., W8BEN, W9).
• (b) Payment Method. When you sign up for the Services, you will be providing TuStreams with a payment method (such as a valid PayPal account, credit card or debit card, each a “Payment Method”) and authorization to charge your applicable registration fees identified at such time (“Registration Fees”), any applicable taxes, and other charges you may incur in connection with your use of the Services [including, but not limited to, fees for TuStreams’ administering mechanical royalties for the reproduction and distribution of musical works (as applicable)] directly to your Payment Method. You agree that Company is authorized to deduct any Registration Fees, any applicable taxes and other charges you may incur in connection with your use of the Services directly from your account or charge such fees to any such Payment Method. If, at any time, we are unable to charge or otherwise recover the relevant fees from the Payment Method, you hereby authorize us to deduct said amounts from any monies then existing or accruing in the future to you in your TuStreams account (i.e., your share of Net Income); otherwise, we may suspend our Services and/or terminate the Term. For the avoidance of doubt, if you or Company terminate this Agreement for any of the reasons set forth herein, you will not be entitled to a full or partial reimbursement of the Registration Fees. Furthermore, if for any reason you fail to make a payment or a payment is reversed hereunder via the Payment Method or any other method after agreeing to this Agreement, Company will be entitled to recoup, at its sole discretion, the Registration Fees (plus a Twenty-Five Dollar ($25.00) administrative fee), by any means necessary, including the right to keep your account active and collect any resulting royalties until the Registration Fees are fully recouped. It is your responsibility to notify Company if your Payment Method has changed by making the appropriate changes to your account settings. If you do not provide a valid Payment Method your access to the Service may be disconnected or interrupted at Company’s sole discretion.
• (c) Offset Rights. You hereby authorize TuStreams the right to offset against any amounts owed to you pursuant to this Agreement any amounts that you may owe to TuStreams, whether under an indemnification provision or for costs, expenses, and deductions authorized in this Agreement. If TuStreams, in its reasonable discretion, determines that any infringing or fraudulent activities may have been caused by your or your affiliates acts or omissions, any costs incurred by TuStreams (including legal fees and expenses) in connection therewith may, in addition to other remedies, be deducted by TuStreams from any monies otherwise payable to you by TuStreams. Furthermore, if in Company’s reasonable business judgment it elects to engage an attorney to review and/or respond to a claim of fraud and/or infringement with respect to your Content, Company shall, in its sole discretion, have the right to deduct from your account or charge your Payment Method a minimum of Three Hundred Dollars ($300) to offset the costs of associated legal fees and expenses.
• (d) Withholding Rights. In the event that Company has, in its good faith discretion, reason to suspect that any Content submitted by you to Company is not in compliance with the terms of this Agreement, or if Company is presented with a claim of infringement of copyright, trademark, right or publicity or other intellectual property right, or failure to comply with any third party license requirement or any other claim which, if true, would constitute your breach of, or non-compliance with, any of your representations, warranties and agreements hereunder, you agree that Company may withhold payment of your share of Net Income with respect to such Content to your account and prevent you from withdrawing funds therefrom until satisfactory resolution of the matter.
• (e) Forfeiture Rights. In the event that Company has, in its good faith discretion, reason to suspect that your account has been subjected to and/or involved in fraudulent or infringing activities, Company reserves the right to discontinue the posting of Net Income to your account and block your ability to otherwise withdraw funds therefrom until resolution of the suspect activities to the satisfaction of Company is obtained. Furthermore, you agree that you will forfeit such revenues if Company determines, in its good faith discretion, that they were procured as the result of fraud and/or infringement. To the extent that any fraudulent and/or infringing activities are determined to be caused by your or your affiliates actions or omissions, any costs incurred by Company (including legal fees and expenses) in connection therewith may, in addition to its other remedies, be deducted by Company from any monies otherwise payable to you hereunder. Certain Licensees may also have policies related to fraud and suspected fraudulent activities and you agree that it is your responsibility to investigate such policies, if any, and such policies shall be binding upon you hereunder.
• (f) Audit Rights. We will maintain books and records regarding the exploitation of your Content. You may, but not more than once a year, at your own expense, engage a Certified Public Accountant (“CPA”) to examine those books and records directly related to the sale or other licensed uses of your Content, as provided in this Section. You may have your CPA make those examinations only for the purpose of verifying the accuracy of the statements sent to you. All such examinations will be in accordance with generally accepted accounting principles (“GAAP”) procedures and regulations. Your CPA may make such an examination for a particular statement only once, and only within one (1) year after the date we send you that statement. Your CPA may make such an examination only during our usual business hours, and only at the place where such books and records are maintained in the ordinary course of business. You must provide us with thirty (30) days written notice prior to commencing an audit and must identify the name, address, telephone number, and email address of the CPA conducting the audit on your behalf. You may not engage the CPA on a contingent fee basis (i.e., your CPA must be paid on a flat fee or time-based basis). If your CPA’s examination has not been completed within three (3) months from the time commenced, then we may require you to terminate the audit upon seven (7) days’ notice, which notice may be given at any time. We will not be required to permit the CPA to continue any examination after the end of that seven (7) day period. Your CPA will not be entitled to examine any other records that do not specifically report sales or other licensed uses of your Content for which TuStreams has actually received payment. Your CPA may act only under an acceptable confidentiality agreement, which provides that any information derived from such audit or examination on your behalf will not be knowingly released, divulged, published or shared with any other person, firm or corporation, other than to you or to a judicial or administrative body in connection with any proceeding relating to this Agreement. Your CPA may not share the results of the examination conducted on your behalf with any third party without our express written permission. TuStreams, may, but need not, audit the books and records of Licensees and may accept any representations made in a Licensee accounting statement delivered to TuStreams as true and complete. TuStreams shall have no liability to you for failure to audit or investigate any accountings rendered to it by any Licensees.
• (g) Objection to Accountings. If you have any objections to an accounting statement made available to you, you agree that you shall give us specific written notice of that objection, including a copy of your CPA’s analysis of the accounting statement, and your reasons for it within twelve (12) months after the date we send or make that statement available to you. Each statement shall become conclusively binding on you at the end of that twelve (12) month period, and you will no longer have any right to make any other objections to it notwithstanding any audit rights you may otherwise have under any applicable law or regulation. Any payments determined to be owed you following an audit shall be paid within forty five (45) days of the delivery of your CPA’s audit report, unless objected to in writing by TuStreams, in which case any payments due shall be postponed pending the resolution of the audit dispute. Unless otherwise prohibited by law, you will not have the right to sue us in connection with any statement, or to sue us for unpaid royalties for the period a statement covers, unless you commence the suit within that twelve (12) month period. If you commence suit on any controversy or claim concerning statements rendered to you under this Agreement in a court of competent jurisdiction, the scope of the proceeding will be limited to a determination of the amount of royalties due for the statements concerned, and the court shall have no authority to consider any other issues or award any relief except recovery of any royalties found owing. Your recovery of any such royalties plus interest shall be the sole remedy available to you by reason of any claim related to our statements.
• (h) Sales Tax. TuStreams will use its reasonable efforts to collect sales and other taxes owed on the sale of your Content (“Sales Tax”), and to remit such Sales Tax on your behalf to relevant government authorities. Notwithstanding the above, in all events, you acknowledge and agree that you are ultimately responsible for the payment of any Sales Tax owed in connection with the sale or distribution of your Content pursuant to this Agreement, and you hereby indemnify TuStreams for any Sales Tax that may be owed in addition to those amounts collected and remitted on your behalf by TuStreams.

7. PRICING OF YOUR CONTENT

TuStreams reserves the sole and exclusive right to set the pricing for any digital audio transmissions of your Content, whether on an interactive or non-interactive basis, provided that your Content will be priced the same as all other content on the Service licensed by TuStreams for interactive or non-interactive digital audio transmissions. Notwithstanding the foregoing, in the event you would like to discuss a specific pricing strategy with respect to one of your Releases, then please email your request to support@tustreams.com for our review; provided, however, TuStreams will be under no obligation to accept or agree to any such request.

8. USE OF NAME, IMAGE & LIKENESS

You hereby grant to TuStreams during the Term the right to use and to authorize our Licensees to use the names and likenesses of, and biographical material concerning, any artists, bands, producers and/or songwriters, as well as track and/or album name, and all artwork related to your Content, in any marketing materials for the sale, promotion, and advertising of your Content, which is offered for sale or other use under the terms of this Agreement (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 your Content). With respect to any writers of any Compositions submitted hereunder by you, you will obtain all rights necessary to grant to TuStreams the right to use the names, images, likenesses and biographical information concerning such writers of the Compositions in connection with the exploitation and/or promotion of the Compositions and for promotion of Company’s business and for all other rights as for which TuStreams may use your name, image and likeness.

9. PROHIBITED USES; MONITORING AND REMOVING YOUR CONTENT

• (a) Prohibited Uses. You agree not to use the Services, and any services provided by third parties, for any unlawful purpose or in any way that might harm, damage, or disparage TuStreams, its Licensees or any other party, or to otherwise commit an act of fraud or deceit.
• (b) Monitoring. TuStreams does not control your Content and does not have any obligation to monitor your Content for any purpose. TuStreams may choose, in its sole discretion, to monitor, review or otherwise access some or all of your Content, but by doing so TuStreams assumes no responsibility for your Content, no obligation to modify or remove any inappropriate elements of your Content, or to monitor, review or otherwise access any other artist’s content or artwork.
• (c) Right of Removal. TuStreams reserves the right, in its sole and absolute discretion, to remove any of Your Content from our Services if such content: (i) is patently offensive, pornographic or defamatory; (ii) is the subject of a dispute between you or us and a third party; (iii) is content to which you cannot document your rights therein upon TuStreams’ request; (iv) violates the intellectual property rights or other protected interests of a third party; (v) is the subject of a takedown notice by a party claiming to own the rights therein, or (vi) is the subject of any fraudulent activity, or for any other reason in TuStreams’ sole and absolute judgment is necessary to protect the business interests of TuStreams and any of its business partners or Licensees. TuStreams may also remove your Content from the Services if you are abusive or rude or provide false or intentionally misleading information to any TuStreams employees or agents. TuStreams shall have no liability to you for the removal of any of your Content from the Services or any Licensee website or service other than to provide you a credit (but not a refund) for any fees previously paid by you for making your Content available via the Services or through Licensees. The removal of any of your Content shall not relieve TuStreams of the obligation to pay you any royalties that may have accrued prior to the removal of Your Content. This Agreement shall not be terminated automatically by TuStreams’ removal of your Content from our Services or Licensee’s websites or services.

10. REPRESENTATIONS AND WARRANTIES

• (a) Mutual Representations and Warranties. Each party represents and warrants to the other that it: (i) is authorized to enter into this Agreement on the terms and conditions set forth herein; (ii) will not act in any manner that conflicts or interferes with any existing commitment or obligation of the other party, and that no agreement previously entered into by the party will interfere with the performance of its obligations under this Agreement; and (iii) shall perform its obligations hereunder in full compliance with any applicable laws, rules, and regulations of any governmental authority having jurisdiction over such performance.
• (b) Representations and Warranties by You. You represent and warrant to TuStreams that: (i) you have the full right, power, and authority to act on behalf of any and all owners of any right, title or interest in and to your Content, including, but not limited to, all musical works embodied in your Content, and that you are authorized to provide your Content to us for the uses specified in this Agreement; (ii) if you are acting on behalf of an artist, band, group or corporation, you hereby represent and warrant to TuStreams that you are fully authorized to enter into this Agreement on behalf of such artist, band, group or corporation and to grant all of the rights and assume and fulfill all of the obligations, covenants, and representations and warranties set forth in this Agreement; (iii) you own or control all of the necessary rights in your Content in order to make the grant of rights, licenses, and permissions herein, and that you have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within your Content, and to use such individual's identifying or personal information (to the extent such information is used or contained in your Content) as contemplated by this Agreement; (iv) the use or other exploitation of your Content, including, but not limited to, any musical works embodied in your sound recordings, by us and our Licensees as contemplated by this Agreement will not infringe or violate the rights of any third party, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights; (v) to the extent you are the songwriter of any or all of the musical works embodied in your Content, whether in whole or in part (e.g., as a cowriter), you have the full right, power, and authority to grant the rights set forth in this Agreement notwithstanding the provisions of any agreement you may have entered into with any PRO, whether based in the United States or elsewhere, or any music publisher, and that you are solely responsible for taking all steps necessary to inform such PRO or music publisher of your grant of a royalty free license to us and our Licensees for the public performance and communication to the public of your Content, including as Clips, and that no fees or payments of any kind whatsoever shall be due to any PRO or music publisher for the use of the musical works in your Content when publicly performed, communicated or otherwise transmitted by TuStreams or its Licensees; and (vi) you have not assigned any of the rights in and to the sound recordings embodied in your Content to any third party (e.g., a record label) that obtained exclusive rights in and to such sound recordings.

11. DISCLAIMERS; NO GUARANTEES

TuStreams makes no guarantees regarding the minimum number of unit sales or uses of your Content. In addition, we cannot guarantee that any Licensees will perform under any agreement they enter into with TuStreams for the sale, distribution or licensed use of your Content, including by paying the royalties they owe us for the exploitation of your Content or that any Licensee will accept any of your Content. If a Licensee refuses to pay us for the use of your Content, you agree that you will assume all responsibility for collecting any payments that may be due from such non-compliant Licensees for any sale, distribution or licensed use of your Content.

TuStreams may make changes to or discontinue any aspects of the Services and any of the features, media, content, products, software or services available via the Services, at any time and without notice and without liability to you. The features, media, content, products, software or services available on and through the Services may be out of date, and TuStreams makes no commitment to update any aspect of the Services. TuStreams makes no representations and warranties with respect to availability of the Services and may discontinue the Service at any time with or without notice. You are solely responsible for maintaining back-up copies of any elements of your Content uploaded to the Services.

THE SERVICES AND ANY THIRD-PARTY CONTENT, SOFTWARE, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICES, ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS” BASIS WITHOUT REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, TUSTREAMS AND ITS AFFILIATES, PARTNERS, LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TUSTREAMS OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. TUSTREAMS AND ITS AFFILIATES, PARTNERS, LICENSORS, AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES OR ANY PART THEREOF, WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE SERVICES OR ANY ASSOCIATED SITES OR APPLICATIONS, AND OFFER YOUR CONTENT VIA THE SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM, HANDSET, OR ANY OTHER DEVICE OR PERIPHERAL USED IN CONNECTION WITH THE WEBSITE) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

12. LEGAL PROCEEDINGS AND SETTLEMENTS

Company shall have the right but not the obligation to prosecute, defend and settle all claims and actions with respect to the Content, and generally to do all things necessary concerning the same and the copyrights or other rights with respect to the Content; provided, however, Company shall not settle claims without your consent. In the event of a recovery by Company or you of any monies as a result of a judgment or settlement, you will be entitled to receive eighty-five percent (85%) of the net recovery of any such judgment or settlement, after first deducting the out-of-pocket expenses of obtaining said monies, including reasonable legal fees and expenses. You shall have the right to provide counsel for yourself, to assist in or assume the prosecution or defense of any such matter, but at your own expense. Any judgments against Company and any settlements by Company of claims against it respecting any of the Content, together with costs and expenses, including, without limitation, legal fees and expenses, shall be subject to the indemnity provisions of this Agreement, and your indemnity payments shall be paid to Company from any and all sums that may become due to you under any and all accounts owned by you and administered by Company or promptly upon demand by Company. Notwithstanding anything to the contrary contained herein, Company shall have the right, but not the obligation, to opt its catalog of administered compositions (including your Compositions) into licensing arrangements and industry-wide settlements for the recovery of royalties presented and endorsed by advocacy groups such as the National Music Publishers Association without your prior consent.

13. INDEMNIFICATION

You will indemnify, defend, and hold harmless TuStreams, its parents, subsidiaries, affiliates, and its respective directors, officers, employees, and agents (each an “Indemnified Party”) all damages, liabilities, costs, and expenses (including legal costs and attorneys' fees) arising out of or connected with any claim, demand or action (each, a "Claim") in any way related to allegations which, if true, would constitute a breach of any of the warranties, representations or covenants made by you in this Agreement. You further agree to indemnify, defend, and hold harmless TuStreams from any Claims in connection with you not receiving any portion of the payments made to the address set forth above. You shall reimburse TuStreams, on demand, for any payment made by TuStreams at any time with respect to any damage, liability, cost or expense to which the foregoing indemnity applies. Without limiting the foregoing, TuStreams has the right, in its discretion, to cease distribution and take down any Recording that becomes subject to such a Claim, and to withhold payment of any monies otherwise payable to you hereunder or under any other agreement between you and TuStreams and/or its affiliates in an amount that does not exceed your potential liability to TuStreams pursuant to this paragraph. You shall cooperate fully with TuStreams in the defense of any Claim hereunder. You may participate in the defense of any such Claim through counsel of your selection at your own expense, but Distributor shall retain control of the defense of such Claim.

14. LIMITATION OF LIABILITY

IN NO EVENT WILL TUSTREAMS, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

TUSTREAMS SHALL ALSO NOT BE LIABLE FOR ANY ROYALTIES, FEES, PAYMENTS OR DAMAGES ARISING OUT OF THE FAILURE OF ANY LICENSEE TO PAY TUSTREAMS OR YOU ANY ROYALTIES THAT ARE DUE FOR ANY USE OR MISUSE OF YOUR CONTENT, WHETHER PURSUANT TO AN EXISTING, EXPIRED OR TERMINATED AGREEMENT WITH TUSTREAMS OR OTHERWISE. TUSTREAMS’ TOTAL LIABILITY TO YOU FOR ANY BREACH OF THIS AGREEMENT SHALL IN ALL INSTANCES BE LIMITED TO THE AMOUNT OF MONIES ACTUALLY PAID TO YOU BY TUSTREAMS FOR THE DISTRIBUTION OR LICENSING OF YOUR CONTENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF YOUR CLAIM AGAINST TUSTREAMS.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT BECAUSE SUCH DISCLAIMERS AND LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND TUSTREAMS, AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND TUSTREAMS, TUSTREAMS’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU UNDERSTAND AND AGREE THAT TUSTREAMS WOULD NOT BE ABLE TO OFFER ITS SERVICES TO YOU ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THESE LIMITATIONS AND WOULD NOT OFFER SUCH SERVICES ABSENT A LIMITATION OF LIABILITY.

15. DISPUTE RESOLUTION PROCEDURES; ARBITRATION

Please read this carefully. It affects your rights. YOU AND TUSTREAMS AND EACH OF OUR RESPECTIVE SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, AND PERMITTED ASSIGNS AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE WEBSITE OR SERVICES. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Please visit www.adr.org for more information about arbitration.

• (a) Commencing Arbitration. A party who intends to seek arbitration must first send to the other, by certified mail, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address provided by you to TuStreams, to you via any other method available to TuStreams, including via e-mail. The Notice to TuStreams should be addressed to: TuStreams, LLC 2991 Broadway, San Diego, CA 92102 Attention: TuStreams - Legal (the “Arbitration Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (the “Demand”). If you and TuStreams do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or TuStreams may commence an arbitration proceeding as set forth below or file a claim in small claims court. THE ARBITRATION SHALL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (THE “Rules”), AS MODIFIED BY THIS AGREEMENT. The Rules and AAA forms are available online at www.adr.org or by calling the AAA at 1-800-778-7879, or by writing to the Notice Address. If you are required to pay a filing fee to commence an arbitration against TuStreams, then TuStreams will promptly reimburse you for your confirmed payment of the filing fee upon TuStreams receipt of Notice at the Arbitration Notice Address that you have commenced arbitration along with a receipt evidencing payment of the filing fee, unless your Demand is equal to or greater than $1,000, in which case you are solely responsible for the payment of the filing fee.
• (b) Arbitration Proceeding. The arbitration shall be conducted in the English language. A single independent and impartial arbitrator shall be appointed pursuant to the Rules, as modified herein. You and TuStreams agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (ii) the arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
• (c) No Class Actions. YOU AND TUSTREAMS AGREE THAT YOU AND TUSTREAMS MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION SHALL BE NULL AND VOID.
• (d) Decision of the Arbitrator. Barring extraordinary circumstances, the arbitrator shall issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator shall be in writing and shall include a statement setting forth the reasons for the disposition of any claim. The arbitrator shall apply the laws of the State of California in conducting the arbitration. You acknowledge that this Agreement and your use of the Website evidences a transaction involving interstate commerce. The United States Federal Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in this Agreement.
• (e) Equitable Relief. The foregoing provisions of this Dispute Resolution section do not apply to any claim in which TuStreams seeks equitable relief of any kind. You acknowledge that, in the event of a breach of this Agreement by TuStreams or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against TuStreams, and your only remedy shall be for monetary damages, subject to the limitations of liability set forth in this Agreement.
• (f) Claims. You and TuStreams agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to this Agreement, the use of the Website, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
• (g) Improperly Filed Claims. All claims you bring against TuStreams must be resolved in accordance with this Dispute Resolution section. All claims filed or brought contrary to this Dispute Resolution section shall be considered improperly filed. Should you file a claim contrary to this Dispute Resolution section, TuStreams may recover attorneys’ fees and costs up to $5,000, provided that TuStreams has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

16. DEFINITIONS

• (a) “Composition” means the underlying musical work embodied on any Recording to the extent owned or controlled, in whole or in part, by you.
• (b) “Content” means the Recordings and Compositions embodied in such Recordings, and any album related artwork, photos, liner notes, metadata and other material related to your Recordings that you have provided to TuStreams, either directly or via a third party acting on your behalf.
• (c) “Digital Service Provider” means any Internet based consumer store or other online platforms where users can stream, download, or otherwise interact with your music (e.g., Apple Music, Spotify, Amazon Music, Pandora, Google Play Music, Deezer, Napster, SoundCloud).
• (d) “Licensee” means any third party licensee that we may authorize to carry out the marketing, distribution, licensing, sale or other use and/or exploitation of your Content pursuant to the terms of this Agreement, including, by way of example and not limitation, Apple iTunes, MediaNet, Rhapsody, online streaming services (e.g., webcasters), that TuStreams may chose in its sole and absolute discretion, whether now existing or hereinafter created.
• (e) “New Media Project” means a production or project which makes use of new media or multimedia platforms, including website-music, Flash animations and presentations, videos, slideshows, Powerpoint presentations, online or mobile video sharing (e.g., Animoto), so-called "apps" (including app-games), and web-based online video games, but not any productions or projects that might be deemed to be for traditional distribution channels or platforms, such as traditional broadcast television, theatrical release, or DVDs/CDs.
• (f) “Recordings” means the sound recordings and audiovisual recordings that you provide to Company.
• (g) “Territory” means the universe, or more limited territories, to the extent so limited by you, during the registration process.

17. MISCELLANEOUS PROVISIONS

• (a) Relationship of the Parties. The parties hereto agree and acknowledge that the relationship between them is that of independent contractors. This Agreement shall not be deemed to create an agency, partnership or joint venture between you and TuStreams, and TuStreams shall not have a fiduciary obligation to you as a result of your entering into this Agreement.
• (b) Waiver; Severability. A waiver by either party of any term or condition of this Agreement will not be deemed or construed as a waiver of such term or condition, 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 shall not affect any other provision hereof, and the unenforceable provision shall be replaced by an enforceable provision that most closely meets the commercial intent of the parties.
• (c) Binding Effect. This Agreement will be binding on the assigns, heirs, executors, affiliates, agents, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of each of the parties.
• (d) Notice. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes on the delivery date if sent by electronic mail to the addresses provided to and by you upon registration with TuStreams, or as properly updated, or, in the absence of a valid electronic mail address, via any other method TuStreams may elect in it sole discretion, including, but not limited to, via posting on the Website.
• (e) Governing Law; Dispute Resolution. This Agreement will be governed and interpreted in accordance with the laws of the State of California applicable to agreements entered into and to be wholly performed in California, without regard to conflict of laws principles. Any and all disputes arising out of this Agreement shall be resolved in the manner set forth in the Terms of Use.
• (f) Rights Cumulative. 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.
• (g) Headings. The titles and headings used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.
• (h) No Third Party Beneficiaries. 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 shall 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.
• (i) Assignment. TuStreams may assign its rights and obligations under this Agreement at any time to any party. You may not assign your rights and/or obligations under this Agreement without obtaining TuStreams’s prior written consent.
• (j) Entire Agreement. This Agreement together with the Terms of Use and the attached Addenda contains the entire understanding of the parties relating to the subject matter hereof. This Agreement (including all Addenda) supersedes all previous agreements or arrangements between you and TuStreams pertaining to the Services. This Agreement cannot be changed or modified except as provided herein.

The following Addendum are attached hereto and incorporated herein by this reference:

• Digital Distribution Addendum
• Synchronization & Content ID Addendum
• Publishing Administration Addendum

DIGITAL DISTRIBUTION ADDENDUM

Effective as of August 20, 2019

This Digital Distribution Addendum is incorporated into, and governed by, the Member Services Agreement, as such Agreement may be supplemented, amended or otherwise modified. To the extent that there is any conflict between the terms of this Distribution Addendum and any term(s) (a) in the Member Services Agreement (including any other Addenda), and/or (b) in the Terms of Use, the terms of this Addendum will control.

1. GRANT OF RIGHTS; EXCLUSIVITY

You acknowledge and understand that third party online distributor (e.g., iTunes, Amazon, etc.) will refuse content that may be delivered by multiple parties. As such, you hereby grant TuStreams the exclusive right to serve as your authorized representative as the distributor of your Content to third party distributors for online redistribution. You hereby appoint TuStreams as your exclusive collection agent with respect to royalties owed to you as the sound recording copyright owner by third party licensing organizations (e.g., SoundExchange) for the exploitation of your Digital Performance Rights under the compulsory license (“Digital Performance Royalties”); provided, however you may opt out of our collection of such Digital Performance Royalties as provided in Section 2 below.

In addition to the foregoing, you hereby grant to us the sole and exclusive right, and to our Licensees the non-exclusive right, during the Term and throughout the Territory, to:

• (a) Copy, promote, sell, distribute, and other exploit your Content and Art Tracks in digital form by any and all means, now known or hereinafter invented, including through the use of our Licensees and other Digital Service Providers, subject to any limitations imposed by this Agreement;
• (b) Use and authorize others to license the use and sale of your Content 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) 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;
• (d) Stream and authorize others to stream your Content on-demand as part of an Internet radio service, on a multi-channel video programming distribution service, or via any other interactive distribution platform or technology, whether now known or hereafter developed, or as part of a non-interactive service;
• (e) 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; and
• (f) Create and authorize others to create fingerprints of your Content for purposes of audio recognition, which shall remain the property of TuStreams and/or its Licensees.

2. DIGITAL PERFORMANCE RIGHTS

In addition, you hereby grant to us the sole and exclusive rights throughout the Territory to administer, promote and manage your Digital Performance Rights in the Recordings you submit to TuStreams, including without limitation the sublicensable right to:

• (a) Register, on your behalf, with SoundExchange and other similar organizations and licensing agencies which collect Digital Performance Royalties and for which TuStreams may offer such registration services (the “Third-Party Registrations”) unless you opt out of as described below;
• (b) Collect, on your behalf, all Digital Performance Royalties unless you opt out of as describe below, and other amounts owed to you for the exercise and exploitation of your Digital Performance Rights in the Recordings;
• (c) Otherwise exercise and exploit, and allow others to exercise and exploit, your Digital Performance Rights in any manner or media, whether interactive or non-interactive, including digitally performing and licensing others to digitally perform the Recordings publicly or privately, for profit or otherwise, by any means or media whatsoever, whether now known or hereafter conceived or developed.

If you do not want TuStreams to collect Digital Performance Royalties from, or register with, Sound Exchange (or any other similar licensing agencies) on your behalf, you may opt out of such collection and registration by: 1) emailing us at info@tustreams.com; or 2) during your registration process through your TuStreams dashboard.

3. FEES

In consideration of the distribution services provided in accordance with this Addendum, you hereby agree to pay to TuStreams a distribution fee (the “Distribution Fee”) of fifteen percent (15%) of Gross Receipts (as defined herein). As used herein, “Gross Receipts” means all monies actually received by TuStreams to the extent derived from the digital exploitation of your Content as provided for in this Addendum, less any tax, fee or other charge related to the exploitation of your Content and received by Company, solely allowing administrators fees and/or commissions and/or any fees charged by third party licensing agents used in any part of the Territory.

4. PAYMENTS TO YOU; OFFSET RIGHTS

Net Income payable to you hereunder shall be credited to your account with an accompanying statement within forty-five (45) days after the end of each calendar quarter for each such preceding quarterly period. Company will pay you one hundred percent (100%) of Net Income (as defined below). Once your share of Net Income has been credited to your account, you will be able to request such payment be disbursed to you so long as your account balance is in excess of one hundred dollars ($100). For the avoidance of doubt and purpose of clarity, TuStreams has no obligation to issue any payments to you if the balance in your account is one hundred dollars ($100) or less. You will be responsible for any bank fees or other charges related to such withdrawals. As used herein, “Net Income” shall be defined Company’s Gross Receipts less the Distribution Fee, the Registration Fees (if any), and all actual and reasonable non-overhead costs or expenses paid or incurred by or on behalf of TuStreams in connection with the administration and exploitation of the Content, the performance of this Addendum, including, without limitation audit fees, collection expenses, and any taxes (including Sales Taxes) required to be deducted.
Any objection relating to any accounting statement or any legal claims arising therefrom must be made (and any lawsuit commenced) no later than one (1) year after the date the statement is initially sent to you, and you waive any longer statute of limitations that may be permitted by law.

SYNCHRONIZATION & CONTENT ID ADDENDUM

Effective as of August 20, 2019

This Synchronization & Content ID Addendum (this “Addendum”) is incorporated into, and governed by, the Member Services Agreement, as such Agreement may be supplemented, amended or otherwise modified. To the extent that there is any conflict between the terms of this Synchronization & Content ID Addendum and any term(s) (a) in the Member Services Agreement (including any other Addenda), and/or (b) in the Terms of Use, the terms of this Addendum will control.

1. GRANT OF RIGHTS; EXCLUSVITY

You hereby grant to us the right to administer and license your Content, and to provide your Content to our Licensees that specialize in licensing sound recordings (and the musical works embodied therein), for Sync uses in a variety of contexts, including film, television, video games, websites, multimedia, user-generated content, and various application programming interface (“API”) services. In addition, you hereby grant to TuStreams the non-exclusive right to sublicense Licensees, and license to our designated Licensees, the right to Represent your Content for use on a nonexclusive basis during the Term and throughout the Territory for usages in strict compliance with this Addendum and any agreement separately entered into between TuStreams and a Licensee. TuStreams will have sole discretion over the Licensees to be granted sublicenses pursuant to this Addendum.

2. EXCLUSIVE CONTENT ID ADMINISTRATION RIGHTS

During the Term and throughout the Territory, TuStreams or one or more of its Licensees will, with respect to your Content, be the exclusive administrator of all so-called “Content ID” controls (and any similar controls, including any controls that allow for the monetization of content that is identified via content-matching and/or audio fingerprinting technologies) on UGC Networks, it being acknowledged that this will allow TuStreams and/or our Licensees to: (i) ensure that a Licensee's customers who have been granted a license pursuant to this are able to exercise such license; and (ii) collect additional revenues that may be generated from the use of your Content on UGC Networks consistent with the grant of rights in this Addendum. In the event that the administration of Content ID controls (and/or similar controls) for any of your Content is returned to you (e.g., after the Term), you will neither administer, nor authorize any third parties to administer such Content ID controls (or similar controls) in a manner that would disable any licensed uses of your Content that, during the Term, were authorized by us, our Licensee or a customer of a Licensee.

3. CONTENT ID AND YOUTUBE MONETIZATION REQUIREMENTS

Through the use of “Content ID” matching, YouTube is able to generate a claim against unauthorized user generated content. YouTube has explicitly defined what sound recordings cannot be monetized for YouTube’s Content ID purposes. In order for your Content to be eligible for Content ID matching, it must meet the following criteria:

• (a) You must have exclusive copyright rights to the material in the reference file for the territories where you claim ownership.
• (b) The Content must be sufficiently distinct (i.e., no karaoke recordings).
• (c) You must provide individual references for each piece of intellectual property (i.e., you must submit the single sound recording file, not an entire album).
• (d) Content that is sold or licensed for incorporation into other works (i.e., “royalty free” production) must be identified and routed for additional review.
• (e) The Content must contain sufficient metadata information.
• (f) With respect to fingerprint-only references, they will be automatically replaced with media-file references that embody the identical content. Fingerprint-only references cannot be automatically updated to utilize the latest Content ID matching technology, thus outdated references may be automatically deactivated.

A Master that incorporates any of the following types of content is not eligible for Content ID purposes:

• (a) Content licensed non-exclusively from a third party (this includes the underlying music in songs, aka if you rap over a non-exclusive beat we cannot use the track for content ID);
• (b) Content released under Creative Commons or similar free/open licenses;
• (c) Public domain footage, recordings, or compositions;
• (d) Clips from other sources used under fair use principles; and
• (e) Video gameplay footage (by other than the game’s publisher).

4. FEES

For Content exploited via Content ID on UGC Networks, such as Facebook’s, SoundCloud’s and YouTube's music recognition systems, we will be entitled to a fee of (15%) of the gross amount actually received by TuStreams that is directly attributable to the licensed use of your Content (the “Content ID Fees”).

For all other exploitation of your Content in accordance with our Representation of you as provided for in this Addendum, we will be entitled to a fee of fifteen percent (15%) of the gross amount attributable to the licensed use of your Content as provided for in this Addendum (the “Sync Fees”).

Fees owed to TuStreams by any entity with whom TuStreams has entered into a contractual relationship that are not received or collected by TuStreams (e.g., as a result of the other party’s failure to perform under a contract) are not included within the calculation of Sync Fees and/or Content ID Fees.

5. PAYMENT

Company will pay you one hundred percent (100%) of Net Income (as defined below). Net Income payable to you hereunder shall be credited to your account with an accompanying statement within forty-five (45) days after the end of each calendar quarter for each such preceding quarterly period. Once your share of Net Income has been credited to your account, you will be able to request such payment be disbursed to you so long as your account balance is in excess of one hundred dollars ($100). For the avoidance of doubt and purpose of clarity, TuStreams has no obligation to issue any payments to you if the balance in your account is one hundred dollars ($100) or less. You will be responsible for any bank fees or other charges related to such withdrawals. As used herein, “Net Income” shall be defined as Company’s gross amount actually received by TuStreams in connection with our Representation of you that is directly attributable to your Content from Content ID and other licensing exploitations as provided for in this Addendum, less the Content ID Fees, the Sync Fees, Registration Fees (if any), and all actual and reasonable non-overhead costs or expenses paid or incurred by or on behalf of TuStreams in connection with the administration and exploitation of the Content, the performance of this Addendum, including, without limitation audit fees, collection expenses, and any taxes (including Sales Taxes) required to be deducted.

Any objection relating to any accounting statement or any legal claims arising therefrom must be made (and any lawsuit commenced) no later than one (1) year after the date the statement is initially sent to you, and you waive any longer statute of limitations that may be permitted by law.

6. WARRANTIES AND REPRESENTATIONS

You hereby warrants and represents that: (i) you have the full right, power, and authority to act on behalf of any and all owners of any right, title or interest in and to your Content, including all Compositions embodied in your Content, and that you are authorized to provide your Content to us for the uses specified in this Addendum; (ii) If you are acting on behalf of an artist, band, group or corporation, you represent and warrant that you are fully authorized to enter into this Addendum on behalf of such artist, band, group, or corporation and to grant all rights and assume and fulfill all of the obligations, covenants, representations and warranties set forth in this Addendum; (iii) you own or control all of the necessary rights in your Content in order to make the grant of rights, licenses, and permissions herein, and that you have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within your Content, and to use such individual's identifying or personal information (to the extent such information is used or contained in your Content) as contemplated by this Addendum; (iv) the use or other exploitation of your Content by us, or by Licensees, or by any customers of Licensees, all as contemplated and authorized by this Addendum, will not infringe or violate the rights of any third party, including any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights; (v) no rights in or to any of your Content have been assigned or otherwise provided to any third party that obtained exclusive rights; and (vi) no fees or payments of any kind shall be payable to any third party for the use of your Content as contemplated by this Addendum.

7. DEFINITIONS

• (a) “Represent” or “Representation” means the right to: (i) reproduce your Content on computer servers owned or controlled by TuStreams or a Licensee; (ii) publicly perform, communicate to the public, publicly display, reproduce and distribute, without payment to you (or any third party, including any collection society(ies)) your Content (including by way of offering permanent digital copies, full-length streaming transmissions, or both), through any online or mobile stores or other services operated by TuStreams or a Licensee, for purposes of permitting a Licensee’s customers to preview your Content for potential licensed use(s); (iii) publicly perform, communicate to the public, publicly display, reproduce and distribute, without payment to you (or any third party, including any collection society(ies)) your Content for promotional purposes by way of full-length streaming transmissions, except that, in the case where such promotional streaming transmissions are not being accessed on a website or application of an online or mobile store or service offered by a Licensee (e.g., in the case of promotional streaming transmissions through widgets that users post on third party sites, such as promotional streaming transmissions through so-called “Facebook status updates”), the streaming transmissions will be limited to (90) seconds in duration; (iv) issue Sync licenses, including but not limited to, the right to use the Recordings in connection with and in timed relation with YouTube and Facebook videos (including live stream videos); (v) authorize third parties to derive or generate revenues from the sale or barter of advertising to be displayed or performed in conjunction with audiovisual works embodying your Content, provided such authorization is for a fee and not for free (except in the case of promotional uses expressly authorized by you); (vi) reproduce, distribute, publicly display, communicate to the public, and/or otherwise use, and authorize others to reproduce, distribute, publicly display, communicate to the public and/or otherwise use, the names and approved likenesses of, and biographical material concerning any artists, bands, producers and/or songwriters, as well as track and/or album name, and all artwork related to your sound recordings, or musical works, in connection with the use of your Content; (vii) exercise or grant those rights which are not expressly granted under this Addendum, but which may be reasonably necessary for us or our Licensees, or our customers or those of a Licensee, to have in furtherance of the intended purposes of this Addendum; (viii) serve as your administrator of the Recordings on all Facebook properties (e.g., Facebook (including Facebook Live), Messenger, Instagram, Oculus, including respective players, pages, APIs and apps wholly owned by Facebook or its affiliates), as well as all other services and/or platforms who offer similar services, whether now known or hereinafter invented; and (ix) fully sublicense (through single or multiple tiers) any of the foregoing rights or any of the other rights that TuStreams or its Licensees are authorized to exercise pursuant to this Addendum. “Represent” includes the right to create, and on YouTube and such other services and/or platforms that permit user-generated content to be uploaded to the service (whether now known or hereinafter invented), derive or generate revenues from the sale or barter of advertising to be displayed or performed in conjunction with, audiovisual recordings incorporating your Content.
• (b) “Sync” or “Synchronization” means contracts, of any duration, permitting third parties to synchronize, perform (including public performance), display, communicate to the public, reproduce, deliver, transmit, and/or otherwise use your Content in and/or in connection with any and all media, and by any means, now known or hereafter devised, including films, videos, television programs (including cable and digital cable), advertisements (including commercials), games (including app-games, console games, and computer games), background music (e.g., in-store music, on-hold music, etc.), corporate projects/works (e.g., videos, slideshows, presentations, social media channels, teleconferences, podcasts, social media sites), video blogs, and merchandise (e.g., toys), New Media Projects, and to exploit your Content in any and all online or mobile media, and which contracts may include the privilege to make a musical arrangement to the extent necessary without changing the basic melody, fundamental character or the lyrics of the composition, which arrangement will not be considered a “derivative work” by law. For specifically New Media Projects, these contracts may also include the right to make a limited number of physical reproductions (e.g., DVD, CD) of the Licensed Content in each New Media Project in which your Content is used, not to exceed 100.
• (c) “UGC Networks” means YouTube, Facebook, and such other services that permit user-generated content to be uploaded to the service, whether now known or hereinafter invented.

PUBLISHING ADMINISTRATION ADDENDUM

Effective as of August 20, 2019

The terms and conditions contained within this Publishing Administration Addendum (“Addendum”) are incorporated into the Member Services Agreement, as such agreement may be supplemented, amended or otherwise modified. To the extent there is any conflict between the terms of this Publishing Administration Addendum and any term(s) (a) in the Member Services Agreement (including any other Addenda), and/or (b) in the Terms of Use, the terms of this Addendum will control.

1. GRANT OF RIGHTS

You grant (and are legally authorized to grant) to TuStreams, its successors, Licensees and assigns, throughout the Territory and during the Term and the Collection Period, the sole and exclusive right to administer, promote and collection monies due and payable to you in connection with your Compositions (except with respect to Synchronization exploitation, which is governed by the applicable Synchronization & Content ID Addendum), which includes, without limitation, the right to do the following:

• (a) Register the Compositions, if you have not already done so, at your request and on your behalf, with the relevant PROs and other licensing agencies (e.g., The Harry Fox Agency) for which TuStreams may offer such registration services (the “Third-Party Registrations”). Such Third-Party Registrations will be made in accordance with the then current rules, terms and conditions of the applicable PRO or licensing organization and will require the payment of the applicable fees as specified by TuStreams. As TuStreams makes additional PROs and licensing agency registrations available, you may request registration with such additional PROs and agencies at any time. If you are already registered with PROs or other third parties, you will need to execute letters of direction that we provide to enable us to administer your account with such PROs or other third parties on your behalf. For the avoidance of doubt, you understand that we will not be able to start collecting publishing income on your behalf unless and until the necessary Third-Party Registrations and/or letters of direction are accurately completed;
• (b) To perform and license others to perform the Compositions publicly or privately, for profit or otherwise, by any means or media whatsoever, whether now known or hereafter conceived or developed, including, without limitation public or private live performances, radio broadcast, television, Internet, mobile telecom;
• (c) To do or allow others to do the following: (i) substitute new titles for any of the Compositions; (ii) make any arrangement, adaptation, translation, dramatization or transposition of any of the Compositions or of the titles, lyrics or music thereof, in whole or in part, and in connection with any other musical, literary or dramatic material;(iii) add new lyrics to the music of any Composition or new music to the lyrics of any Composition, and (iv) prepare derivative works based on the Compositions, regardless of any so-called “moral rights”;
• (d) To make or cause to be made, and to license others to make phonograph records, master recordings, digital downloads, streams, podcasts, ringtones, transcriptions, soundtracks, pressings and any other mechanical, electrical or other reproductions of the Compositions, in whole or in part, including without limitation, the right to grant licenses to third parties authorizing so-called “sampling” and/or interpolation of the Compositions, and to use, manufacture, advertise, license, sell, or otherwise exploit such reproductions for any and all purposes, including, without limitation, private and public performances, radio broadcast, television, sound motion pictures, wired radio, phonograph records, and any and all other means and devices, whether now known or hereafter conceived or developed, but excluding any Synchronization rights, which, Synchronization rights are covered by the applicable Synchronization & Content ID Addendum;
• (e) To print, publish, sell and distribute, and to authorize others to print, publish, sell and distribute, copies of the Compositions, in all forms, including, without limitation, sheet music, orchestrations, arrangements and other editions of the Compositions, separately or together with other musical Compositions, including, without limitation, in song folios, compilations, song books, mixed folios, personality folios and lyric magazines, with or without music;
• (f) To sublicense any or all of the rights granted herein to any persons or entities;
  
• (g) To exercise and exploit any and all other rights now or hereafter existing with regard to the Compositions under and by virtue of any common law or statutory laws or provisions, including without limitation, copyright laws, including so-called grand rights and small performance rights, but excluding any synchronization rights; and
• (h) To administer and collect all monies derived from the exploitation of the Compositions.

2.FEES

In consideration of the Publishing Services rendered hereunder, you hereby agree to pay to TuStreams an administration fee (the “Administration Fee”) of fifteen percent (15%) of Gross Receipts (as defined herein). You also agree to pay any applicable fees for any Third-Party Registrations and any other fees as specified in your account registration or otherwise authorized under your account. As used herein, “Gross Receipts” means all revenue derived from exploitation of the Compositions and actually received by Company in accordance with this Addendum.

3. PAYMENTS; ACCOUNTINGS

Company will pay you one hundred percent (100%) of Net Income (as defined below). Net Income payable to you hereunder shall be credited to your account with an accompanying statement within forty-five (45) days after the end of each calendar quarter for each such preceding quarterly period. Once your share of Net Income has been credited to your account, you will be able to request such payment be disbursed to you so long as your account balance is in excess of one hundred dollars ($100). For the avoidance of doubt and purpose of clarity, TuStreams has no obligation to issue any payments to you if the balance in your account is one hundred dollars ($100) or less. As used herein, “Net Income” means the Gross Receipts, less the Administration Fee, the Registration Fees (if any), and all actual and reasonable non-overhead costs or expenses paid or incurred by or on behalf of TuStreams in connection with the administration and exploitation of the Compositions, the performance of this Agreement and the collection of income, including, without limitation audit fees, collection expenses, and any taxes (including Sales Taxes) required to be deducted. For the avoidance of doubt, the payments to you set forth above are inclusive of all songwriter royalties, solely excluding the “writer’s share” of public performance income, which shall be paid directly to you or any other applicable third-party songwriter(s) from the applicable PROs.
Any objection relating to any accounting statement or any legal claims arising therefrom must be made (and any lawsuit commenced) no later than one (1) year after the date the statement is initially sent to you, and you waive any longer statute of limitations that may be permitted by law.

4. THIRD PARTY OBLIGATIONS

You shall be solely responsible for the payment of all compensation, if any, to and any permissions required from, songwriters, licensors, income participants and other third parties to whom you are obligated to pay a portion of the income derived from any of the Compositions. You warrant and represent that all such songwriters, licensors, income participants and other third parties to whom you are obligated to pay a portion of the income from the Compositions shall look solely to you for any such payments and you hereby agree to indemnify Company and hold Company harmless from and against any and all claims, demands or actions by any such songwriters, licensors, income participants and other third parties for any such payments in accordance with the indemnification provisions of the Terms of Use.

5. COLLECTION RIGHTS

Company shall have the right to collect all income relating to the Compositions earned prior to the beginning of the Term, but not yet collected. After the Term, we shall continue to have the right to collect all income payable in respect of exploitations of the Compositions that was earned during or before the Term, but not yet collected, for a period of twelve (12) months for the United States and eighteen (18) months for the world excluding the United States (“Collection Period”). In addition, during the Collection Period, we will also have the right to issue any option, extension or renewal of any license issued by Company during the Term. In addition, you understand that it is your responsibility to notify the relevant PROs or other third party licensing agencies or licensors at the end of the Term, and if you fail to do so, we may continue to receive income on your behalf. If we receive monies that were earned after the Term for a particular Composition(s) from a PRO or other third party licensing agency, licensor or other entity due to their acts or omissions or your failure to notify the relevant third party of the expiration of the Term, you acknowledge that our receipt thereof will not be a violation of this Agreement and that we have the right to accept such monies on your behalf. In such event, our Administration Fees will apply to such monies, and we will remit all Net Income to you as and when we would otherwise have accounted to you if this Addendum and Term were still in effect.

6. WARRANTIES AND REPRESENTATIONS.

You hereby warrants and represents as follows:

• (a) You are not currently signed to an exclusive songwriter, co-publishing, administration or other agreement regarding the Compositions. You have and shall continue to have the full right, power and authority to enter into and fully perform this agreement and grant the rights granted herein. Without limiting the foregoing, no consent or other permission of any third party is required, nor shall it be required, in order to effectuate the grant of rights made TuStreams under this agreement, or TuStreams’ enjoyment of such rights and the proceeds thereof as contemplated hereunder;
• (b) All Compositions are wholly original to you, and neither the Composition nor any portion thereof (including any music, title, lyrics or other material) infringes or shall infringe upon any copyright, trademark, publicity rights or other statutory, common law or other rights of any third party; violates or shall violate any applicable law, rule or regulation or will otherwise cause any harm to or liability for TuStreams. Without limiting the foregoing, no Composition embodies a “sample” or other portion of a musical composition owned or controlled by a third party;
• (c) The Compositions are and shall be free from any adverse claims, liens or encumbrances of any kind by any person or entity; and
  
• (d) TuStreams shall not be required to make any payments of any nature for, or in connection with, the exploitation of the Compositions except as specifically set forth herein.