Lender Terms and Conditions

EXCLUSIVE MUSIC DISTRIBUTION AND LICENSE AGREEMENT

Please read this agreement carefully. By submitting your artist application form, which requires acceptance of these Artist Terms and Conditions, this document constitutes the agreement (“Agreement”) between the company identified by you in the Artist Application (“Lender” or “you”) furnishing the services of the artist identified by you in the Artist Application (“Artist”) and 440 Artists, LLC and any of its subsidiaries, affiliates (including without limitation REVOLT Media and TV, LLC) and brands that it controls (“440” the “Company,” “we,” “us” and “our”).

If you do not accept this Agreement in its entirety, do not submit the artist application form located at https://www.440artists.com/lam-application/ (the “Artist Application”) or use the distribution services of Company.

Basic Terms

  1. Registration Tiers and Registration Fees: You agree to pay the following fee based on the tier of service selected by you and approved by Company during the Artist Application process:
    1. Core Tier: $125.00 per year – includes: (i) unlimited music & video releases globally; (ii) 1-3 day releases to multiple DSPs (iii) 90/10 royalty payment; (iv) monthly payouts; (v) advanced streaming analytics; and (vii) 24/7 customer support.
    2. Select Tier: $300 per year – includes: (i) everything in standard tier, (ii) sponsorship pitches and brand partnerships; (iii) music synchronization opportunities; (iv) performance and live event activations; (v) podcasts and linear television appearances; (vi) premium playlisting support.

    Certain services provided by Company may be subject to payment of a one-time, up-front fee by Lender to Company. These services are optional, and Lender will be made aware of any required fees prior to opting into the applicable service. All fees are due upon time of opt-in and payments shall be made via the Site.

  2. Conditions Precedent: This Agreement and the Company’s obligations hereunder are contingent upon your compliance with the following:
    1. payment to Company of all Registration Fees;
    2. the complete execution of this Agreement (which shall be completed electronically using Company’s Artist Application portal), including the General Terms and Conditions set forth in Exhibit A (the “General Terms and Conditions”);
    3. all governmental requirements, including completing, signing and delivering to the Company all required tax forms;
    4. Delivery of the Album Materials, including the other materials requested herein within thirty (30) calendar days of the execution of this Agreement: (i) high-resolution photograph of Artist and Artist’s biographical information fully cleared for usage by the Company, Third Party Platforms and any other sublicensees within its sole discretion (as applicable); (ii) social media handles for Artist; (iii) a completed Artist Application; and (iv) the Inducement (as defined herein) signed by the Artist; and
    5. Your and Artist’s public display and reference that the Masters and Videos are available on “440 Artists Platform powered by REVOLT.”
  3. Grant of Rights: Company shall have the following basic rights in accordance with the General Terms and Conditions in addition to the rights granted under the General Terms and Conditions:
    1. exclusive Digital Distribution rights for the Masters (including the musical compositions embodied therein);
    2. if opted into (via the online dashboard at the link provided to you by Company) by you, exclusive Neighboring Rights administration;
    3. exclusive digital distribution rights for the Videos;
    4. exclusive Content ID rights; and
    5. non-exclusive Procured Licensing rights.
  4. Income: In full consideration of the rights granted to Company hereunder, and conditioned upon your and Artist’s full and faithful performance of all the terms and conditions hereof, you shall be paid:
    1. Until recoupment of the Recoupable Costs (if any), 50% of Net Receipts from Digital Distribution of the Masters and Neighboring Rights Royalties;
    2. After recoupment of the Recoupable Costs, 90% of Net Receipts from Digital Distribution of the Masters and Neighboring Rights Royalties;
    3. 50% of Net Receipts from Content ID and exploitation of the Videos via YouTube;
    4. 50% of Net Receipts from Procured Licensing; and,
    5. 50% of Net Receipts of upfront payments in connection with synchronization placements as related to the Masters and/or Videos and 100% of Net Receipts of any and all backend payments in connection with synchronization placements as related to the Masters and/or Videos.
    6. Lender, on behalf of itself and Artist, explicitly acknowledges that there is no guarantee that Lender or Artist will receive any proceeds hereunder at any time throughout the Term. In the event any claim arises from any third party in connection with any Content, the Company shall be entitled to withhold any amounts accruing to Lender until such claim is settled or dismissed and Company and its third-party subcontractors or third-party administrators are released from any and all liability in connection with such claim. If Company incurs any costs in connection with any such claim, Company shall be entitled to deduct such costs from amounts otherwise due hereunder.
  1. Term: This term of this Agreement (the “Term”) shall commence as of the Effective Date and continue until termination of all License Periods. The initial license period for each Master and Video will be one (1) year commencing upon the Effective Date of the Agreement. The foregoing license periods are individually referred to herein as a “License Period” and collectively as the “License Periods.” Following expiration of the initial term of each License Period, the License Period will automatically renew and continue for additional, successive one (1) year periods, unless either party notifies the other party in writing (email suffices) at least thirty (30) calendar days prior to the end of the then-current License Period of its intention to terminate or until terminated in accordance with the General Terms and Conditions. Notwithstanding anything to the contrary contained herein, Artist shall not be entitled to give notice to terminate a License Period (and none of the License Periods shall expire or otherwise end) until after Company has fully recouped all Recoupable Costs and, for the avoidance of doubt, termination shall take effect as of the end of the then current applicable License Period.
  2. Territory: Universe

This Agreement shall consist of these Basic Terms, and the General Terms and Conditions and any schedules or exhibits attached thereto and incorporated by reference. In the event of any conflict between the Basic Terms and the General Terms and Conditions, the Basic Terms shall govern.

Exhibit A

General Terms and Conditions

  1. Certain Definitions.
    1. “Content” means all Masters, Videos, Album Materials, and other materials, including text and metadata submitted by Lender or Artist to Company.
    2. “Deliver” or “Delivery” means: (i) Lender’s delivery to Company of all related files in such format as reasonably requested by Company, complete and accurate metadata, high resolution Album Materials, credit information, marketing information, complete and accurate ownership information for the underlying musical compositions embodied in the Masters, including all writers and publishers and their performing rights organization information, and other elements reasonably required by Company, all of which may be subject to Company’s validation and quality control, in its discretion; (ii) with respect to Masters and Videos that were previously commercially released (e.g., catalog), Lender’s complete migration of such Masters and Videos to Company and subsequent takedown by the prior distributor, without any rights conflicts or third party claims following Company’s distribution thereof; and (iii) tech specs are set forth on Exhibit B attached hereto. Lender shall ensure that the files, including the Content, delivered hereunder are free of bugs, viruses, bumpers, advertising or promotional messages or overlays of any kind.
    3. “Neighboring Rights” means the rights to reproduce and perform a sound recording publicly by means of an audio transmission, whether digital, terrestrial or otherwise.
    4. “Neighboring Rights Royalties” means public performance royalties arising from or in connection with the public performance of the Masters in the Territory, solely to the extent such royalties are applicable to Lender or Artist based on local copyright law, including, without limitation, those payable by SoundExchange or by any other person or entity that collects royalties in connection with Neighboring Rights on behalf of sound recording copyright owners, but specifically excluding public performance royalties payable in connection with the underlying musical compositions embodied on the Masters.
    5. “Masters” means all sound recordings (including the embodied underlying musical composition) submitted by Lender to Company.
    6. “Net Receipts” means all monies actually received by or credited to Company directly attributable to the monetization sale, license, exploitation, or use of the Masters, and Videos (including other applicable admin services fees) hereunder less (i) any money transfer transaction processing fees, (ii) fees or commissions paid by Company to Third Party Platforms, (iii) applicable sales taxes and required tax withholding in applicable territories, (iv) refunds, returns, or credits, union scale fees (where applicable), (v) actual out-of-pocket amounts paid by the Company, if any, in connection with the marketing, promotion, or distribution of the Masters, Videos and Content, and (vi) any amounts paid or payable in connection with Neighboring Rights Royalties.
    7. “Recoupable Costs” means any and all standard out-of-pocket costs and expenses incurred by Company and directly attributable to the registration fees (if applicable), distribution, exploitation, marketing, promotion, production, or advertising of the Masters, Videos and/or Procured Licenses, and shall not extend to Lender’s or Artist’s other revenue streams unless explicitly agreed upon by Lender in a signed writing.
    8. “Site(s)” means Company’s or Company’s affiliates owned and website(s), including but not limited to www.440artists.com, www.join440.com, www.revolt.tv, and www.rapup.com.
    9. “Third Party Platforms” means third party digital, mobile, streaming, interactive, non-interactive, cloud, social media and/or Internet retailers and platforms that distribute, stream, exploit, or otherwise make available music, videos and other content (e.g., Spotify, Apple Music, YouTube, Amazon Music, etc.), including, without limitation, platforms, processors, technologies, and services which may come into existence or be developed after the Effective Date.
    10. “Videos” means: (i) the audiovisual recordings owned or controlled by Lender or Artist and embodying the Masters; and (ii) the audiovisual recordings owned or controlled by Lender or Artist and submitted to Company for exploitation hereunder.
  2. Grant of Rights. Lender, on behalf of itself and Artist, hereby grants and licenses to Company the following irrevocable, sub-licensable rights throughout the Territory and during the Term:
    1. the exclusive right and license to convert, digitize, encode, integrate, modify, host, cache, transmit, embed, upload and download, make, cause or otherwise reproduce the Masters and the Videos, including the Content, in any digital or electronic format now known or hereafter devised for the purposes of distributing, exploiting or using the Masters and Videos as granted herein;
    2. the exclusive right and license to collect royalties or other payments made by the Third-Party Platforms, if any, and otherwise commercialize and monetize the Masters, Videos, and Content, in connection with the distribution and streaming of the Masters, Videos, and Content for its own benefit and on behalf of the Lender and Artist;
    3. the exclusive right and license to (i) digitally distribute, exhibit, display, reproduce, transmit, license, sell (including without limitation via downloading (temporary or permanent by end users), streaming, and subscription services or on a one-off basis), advertise, market and promote (the Masters and individuals featured thereon), publish, allow access to end users on a commercial or promotional basis, publicly perform, broadcast, and otherwise use and exploit the Masters in any electronic or digital format now known or hereafter devised (e.g., Spotify, Apple Music, YouTube, Amazon Music), during the Term to consumers throughout the Territory through any platform or service, including, but not limited to, its Site(s) and the sites, platforms or services of any Third Party Platforms (collectively, “Digital Distribution”) on a free or subscription basis; (ii) use the Masters (including the embedded musical composition) in or in connection with audiovisual materials created by the Company and Company’s affiliates on such affiliated branded platforms (e.g., REVOLT’s linear and digital distribution platforms), and (iii) act as Lender’s and Artist’s ISRC manager and assign ISRCs to the Masters;
    4. the exclusive right and license to digitally distribute, reproduce, transmit, license, sell (including without limitation via downloading (temporary or permanent by end users), streaming, and subscription services or on a one-off basis), advertise, including the right to sell or permit third parties to sell advertising in connection with the Videos, publish, allow access to end users, the Company and Company’s affiliates on a commercial or promotional basis, publicly perform, broadcast, and otherwise use and exploit the Videos in any electronic or digital format now known or hereafter devised during the Term to consumers throughout the Territory through any platforms or services of any Third Party Platforms on a free or subscription basis. Such rights shall include the right to make, display, reproduce, and distribute separate images (e.g., thumbnails) of video stills from the Videos in connection with the promotion, advertising, and marketing of the Videos and Company’s services;
    5. the right and license to stream or broadcast the Masters, whole or in part, on a gratis basis for purposes of inducing users to download or stream the Masters (“Preview Clips”). Lender agrees that no royalties or payments (including, but not limited to, for the use of the underlying musical compositions embodied in the Masters) shall accrue or be payable with respect to any such gratis Preview Clip stream. For the avoidance of doubt, the Preview Clip may be made available on the Site(s) or any Third-Party Platform in such a manner so as to allow consumers to listen to the Preview Clip but not download the Preview Clip;
    6. the exclusive right and license to: (i) exploit, commercialize and monetize, collect royalties or other payments, claim and administer the exploitation of third party audio, visual, and audiovisual recordings and other user generated content embodying, incorporating, or synchronized with the Masters and/or Videos on the Third Party Platforms (“UGC”), including, without limitation, the management of YouTube’s Content ID with respect to the Masters or Videos and such UGC, and the tracking, monetizing, authorizing, taking down or blocking of UGC on Third Party Platforms, including, without limitation, all content monetization on social media platforms such as TikTok, Instagram and Facebook (the “Content ID”) and (ii) allow users of the Third Party Platforms to alter, edit, and modify the Masters and Videos and incorporate and synchronize such modified versions into and as part of UGC;
    7. the non-exclusive right and license to use in the Territory the approved name, likeness, logos, trademarks, and biography of the Artist and each artist whose performance is embodied in the Masters and Videos and the approved album artwork, text, metadata, lyrics and liner notes relating to the Masters and Videos (collectively the “Album Materials”) in connection with promotion of Artist, the Company and its affiliate companies, Sites, Digital Distribution;
    8. the exploitation, sale, and distribution of the Masters and Videos hereunder and the advertising, publicizing or promotion of the Masters and Videos in all configurations and by any and all media, provided that all materials provided by Artist to Company shall be deemed approved for purposes hereof;
    9. the non-exclusive right and license to exploit the musical compositions embodied in the Masters and Videos to the extent needed for Company to exploit the rights granted to it hereunder. In the event that Lender does not own or control such musical compositions, Lender shall obtain licenses for such compositions pursuant to subsections 4(d) and 7(a)(iii) below and provide Company with a copy of such licenses prior to submission or uploads of such Masters and Videos;
    10. if Lender opts into Company’s services with respect to Neighboring Rights, the exclusive right to: (i) register, on Lender’s and Artist’s behalf, with any organizations and licensing agencies which collect Neighboring Rights Royalties, including, without limitation, SoundExchange in the United States; (ii) claim and collect, on Lender’s and Artist’s behalf, all Neighboring Rights Royalties and other amounts owed to Lender and Artist for the exercise and exploitation of Neighboring Rights of the Masters; and (iii) otherwise exercise and exploit, and allow others to exercise and exploit, the Neighboring Rights of the Masters in any manner or media, whether interactive or non-interactive, including, without limitation, digitally performing and licensing others to digitally perform the Masters, publicly or privately, for profit or otherwise, by any means or media whatsoever, whether now known or hereafter conceived or developed;
    11. the exclusive right to (i) license and cause others to license the use, exploitation, and performance of the Masters and the underlying musical compositions embodied therein, including, without limitation, the synchronization of the Masters and such musical compositions in connection with motion pictures, television programs, advertisements, video games and any other audio or audiovisual works, and to collect all income related to any exploitation of the Masters and such musical compositions (excluding public performance royalties) licensed by Company; (ii) license and enter into agreements on Lender’s and Artist’s behalf with respect to Artist’s services, likenesses, or logos, regardless whether or not related to the Masters, Videos; (iii) license and enter into agreements on Lender’s and Artist’s behalf solely with Lender’s prior written consent (email suffices) for Artist’s services as a recording artist, including, without limitation, in connection with sponsorships, endorsements, commercials, ad campaigns, or any other corporate or product alliance (“Procured Licensing”); (iv) license and enter into agreements on Lender’s and Artist’s behalf solely with Lender’s prior written consent (email suffices) to sell or to authorize a third party to sell physical copies of the Recordings (e.g., vinyl, CD or cassette); and
    12. Unless otherwise specified herein, the foregoing grant of rights are exclusive throughout the Territory during the Term such that neither Lender nor Artist shall grant the rights granted to Company hereunder to any third party for any purpose or independently exploit the rights granted to Company hereunder for any purpose throughout the Territory during the Term. Lender acknowledges and agrees that Company may utilize third parties to exercise the rights granted to it hereunder.

    As a material inducement to Company entering into this Agreement, and as a condition precedent to the effectiveness of this Agreement and to Company’s obligation to render any payments or otherwise perform hereunder, Lender shall cause Artist to execute and deliver to Company the Artist Inducement attached hereto as Exhibit C (the “Inducement”), which shall be emailed to the Artist at the email address provided by Lender, without modification. Lender shall cause Artist to comply fully with the Inducement and shall not take any action, nor permit Artist to take any action, that would conflict with or impair Company’s rights under this Agreement or the Inducement. Lender acknowledges that Company is entering into this Agreement in express reliance upon Artist’s execution of the Inducement and the enforceability thereof. Any failure of Artist to execute, deliver, or comply with the Inducement shall constitute a material breach of this Agreement. The Inducement is incorporated herein by reference, and Company shall be entitled to enforce the Inducement directly against Artist in addition to any rights or remedies Company may have against Lender.

  3. Reservation of Rights.
    1. Lender Reserved Rights. All rights not specifically granted to Company herein are expressly reserved for Lender.
    2. Company Marks. Company shall maintain all right, title and interest in its name, logos, trademarks and its affiliate, parent, subsidiary, and sister companies shall each maintain all right, title, and interest in its name, logos, and trademarks, including but not limited to 440 Artists, 440 HZ, and REVOLT, etc. (the “Company Marks”). Company hereby grants Lender a non-exclusive, fully paid up, royalty free limited license to use, exhibit, distribute, display, publish and reproduce the Company Marks solely in connection with the promotion, marketing, publicizing and advertising to Lender’s and Artist’s affiliation with the Company. Lender shall seek prior written consent (email suffices) to use Company Marks in each instance.
  4. Obligations.
    1. Lender Obligations. Upon the execution of this Agreement and throughout the Term, Lender shall:
      1. Deliver to Company the Masters and Videos (recommended at least four weeks prior to scheduled release date for New Masters and associated Videos) in a digital or electronic format approved by Company or by any other format approved by Company; and
      2. Enforcement Requirements: Lender, on behalf of itself and Artist, agrees to enable Company to enforce its rights in and to the Masters, Videos, and the Content, including but not limited to cooperating as reasonably as necessary to enable Company to send take-down notices and take other actions within its discretion with respect to any unauthorized hosting platform or service whose actions infringe on the exclusive rights granted to the Company hereunder.
      3. Lender shall and shall cause Artist to cooperate with the Company, at the request of the Company or any of its agents or subcontractors, in enabling the Company to exercise its rights hereunder and maximize the distribution and/or monetization of the Content, and to prevent any third-party breach or attempted breach of the rights granted to the Company under this Agreement.
      4. Lender shall obtain and pay for any necessary clearances and licenses in the Territory for all of the Content (including, but not limited to, the musical compositions embodied in the Masters and Videos, unless otherwise handled and paid directly by the Third-Party Platforms, which shall be Artist’s responsibility to verify in writing). Accordingly, Lender shall be responsible for and pay any and all royalties and other income due to artists, side artists, producers, writers, publishers and other record royalty participants from sales or other uses of the Masters and Videos, including but not limited to, all mechanical royalties payable to writers and/or publishers of the copyrighted musical compositions embodied in the Masters and Videos from sales or other uses of the Masters and Videos, all payments that may be required under collective bargaining agreements applicable to the Masters and Videos, and any other royalties, fees, and or monies payable by the Lender with respect to the Content, unless Lender has verified in writing that the Third Party Platforms have paid such royalties.
      5. If and to the extent requested by the Company, Lender shall cause Artist to make one or more personal appearances at Company or Company’s affiliate events (e.g., REVOLT World or REVOLT House), subject to Artist’s pre-existing obligations and mutual agreement with respect to a nominal appearance fee therefor.
    2. Company Obligations. Throughout the Term, Company shall:
      1. solicit and service Third Party Platforms;
      2. process the delivery of Masters approved by Company for delivery to the Third-Party Platforms;
      3. collect amounts due from the Third-Party Platforms in connection with exploitations of the Masters and Videos and account to Lender as set forth herein. Company does not guarantee that all Third-Party Platforms will make available the Masters and/or Videos, as applicable, and Company reserves the right to reject distribution of any Master and/or Video in its discretion.
      4. make commercially reasonable efforts to facilitate and secure all offerings in the Standard Tier and Elite Tier descriptions. Company does not guarantee that Lender, Artist, the Master or Videos will be selected by third-party companies, platforms, and individuals for inclusion therewith and shall not be considered a material breach under this Agreement.
      5. at the written request (email suffices) of Lender, provide Lender with a detailed breakdown of all Recoupable Costs.
  5. Accounting.
    1. Your share of Net Receipts shall be inclusive of all publishing, mechanical royalties, and other payments due to all royalty participants associated with the Masters and Videos and the musical compositions embodied therein unless otherwise paid directly by the Third-Party Platforms. In the event that Company pays any publishing income, royalties, or other payments directly to any third party, as directed by Lender or required by law, including, without limitation, to performance rights organizations, such amounts shall be deducted from Lender’s share of Net Receipts. Lender shall be responsible for the payment of all taxes assessed to Lender or Artist with respect to all income received by Lender pursuant to this Agreement. Company shall have the right to rely on accounting, usage, and other statements received from Company’s sublicensees (including, but not limited to, YouTube Analytics or a Third-Party Platform) for all purposes hereunder. The Company shall or shall cause the applicable Third-Party Platforms to furnish back-up documentation with respect to amounts paid hereunder consistent with the documentation it receives from its third-party contractors or the Digital Distribution platforms. The Company shall not be required to make any payment to Lender of less than Thirty-Five Dollars ($35.00 USD), but any such lesser amounts shall be accrued and paid out in the first quarter in which Lender has accrued royalties greater than or equal to Thirty-Five Dollars ($35.00 USD). If Company receives a payment from a Third Party Platform that does not directly correspond to the payment due for the exploitation of any Master or Video, including, without limitation, a payment from the sale of equity in a Third Party Platform, a non-recouped portion of an advance paid by a Third Party Platform which the Third Party Platform can no longer recoup, and a payment to offset the debt of a minimum guarantee, Company shall apply a method to determine the allocation, if any, of such amounts to Lender. In the event that such amounts are to be allocated, as determined in Company’s discretion, Company shall apply a consistent method of calculation for all similarly situated clients and the amounts allocated to Lender shall be deemed part of Net Receipts hereunder. Lender, on behalf of itself and Artist, hereby acknowledges and agrees that neither Lender nor Artist will have the right to object or challenge this method used by Company to determine Lender’s participation in such payments.
    2. Company shall account to and pay Lender’s share of Net Receipts during its regularly scheduled accounting periods via the Site. Such accounting shall include the Net Receipts received by Company from exploitation of the Masters and Videos from all sources specified herein and the amount due to Lender. Payments will be made to Lender via the Site or any other method used by Company. Payments shall be subject to the terms and conditions of the third-party service or financial institution used to render payment to Lender hereunder, and Lender shall be responsible for any fees charged by any such third parties. Lender retains sole responsibility for any withdrawals from Lender’s account, regardless of whether such withdrawals are completed by Lender, Artist or third parties designated by Lender or Artist. Lender acknowledges and agrees that Lender bears the responsibility of protecting the username and password associated with Lender’s account, and Company shall not be held liable in any instances of improper access to Lender’s account when such access is not due to Company’s actions. Any accounting statement provided hereunder shall be deemed final and binding if Lender has not objected thereto in writing (email suffices) within sixty (60) calendar days from the date the statement is rendered. Any objection relating to any accounting statement, or any lawsuit arising therefrom, must be made (and any lawsuit commenced), no later than ninety (90) calendar days after the date the statement is to be rendered, and Lender hereby waives any longer statute of limitations that may be permitted by law. Company shall have the absolute right in accounting to Lender to rely upon the statements received by Company from third parties and shall not be liable in any manner whatsoever for any error, omission, or other inaccuracy of any such statement(s) or information received by Company. Lender, on behalf of itself and Artist, explicitly acknowledges that there is no guarantee that Lender or Artist will receive any proceeds hereunder at any time throughout the Term.
    3. Lender agrees that Company may freeze and withhold any and all revenues in Lender’s account that are received in connection with the Content that Company believes, in its sole and reasonable discretion, violates this Agreement, including Exhibit A and Exhibit B, provided that Company shall give Lender written notice (email suffices) that such sums are withheld and will review in good faith any explanation or other response provided by Lender. If Company has a good faith belief (and Company’s legal counsel agrees) that such revenues are the result of fraud or infringement by Lender or Artist, then such revenues shall be forfeited by Lender. To the extent any fraudulent and/or infringing activities are determined to be caused by Lender, Artist or Lender’s or Artist’s affiliates’ actions or omissions, any costs incurred by Company (including legal fees and expenses) in connection therewith may, in addition to other remedies, be deducted by Company from any monies otherwise payable to Lender hereunder. Lender agrees and authorizes that Company may disclose Lender’s and Artist’s personal information and accounting data in connection with copyright claims and disputes. Certain Third-Party Platforms may also have policies related to fraud and infringement, and Lender agrees that it is Lender’s responsibility to investigate such policies, if any, and that such policies shall be binding upon Lender and Artist.
  6. Confidentiality. For purposes of this Agreement, “Confidential Information” means any information that is not generally known to the public and/or that is or was used, developed or obtained by Lender or Artist in connection with the business of the Company as well as the terms of this Agreement and all payments made hereunder; provided, however, that Confidential Information shall not include information that: (a) is or becomes publicly available through no fault, default or breach of or by Lender or Artist; (b) was, prior to the time of disclosure to Lender or Artist, rightfully acquired by Lender or Artist from a third party without restriction or obligation of confidentiality or (c) was, prior to the time of disclosure to the Lender or Artist, independently developed by the Lender or Artist. Except as required by law, Lender and Artist shall maintain the confidentiality of all Confidential Information of the Company and shall not disclose any such Confidential Information other than on a need-to-know basis for the purposes of carrying out Lender’s or Artist’s obligations hereunder or to its attorneys or financial advisors, who shall further be obligated to maintain the confidentiality of such Confidential Information. For example and without limitation, the amounts earned, paid or payable to Lender and the terms of this Agreement shall be deemed Confidential Information of the Company. Further, Lender explicitly acknowledges that neither Lender nor Artist shall issue any public statement or discuss with any third party (other than legal or financial advisors or accountants) this Agreement or the Company without Company’s prior written approval. The terms and conditions of this Agreement are confidential and shall not be disclosed by Lender or Artist to any third party (except for professional advisors) without Company’s prior written consent, except as may be required to be disclosed by applicable law or legal process, provided that Lender shall notify Company at least five (5) days prior to any disclosure as required by law or legal process so as to allow Company an opportunity to protect such terms through protective order or otherwise.
  7. Representations and Warranties; Indemnification.
    1. Representations and Warranties. Lender, on behalf of itself and Artist, represents and warrants that: (i) Lender has the right to enter into this Agreement and to perform all of its obligations hereunder and grant the rights set forth herein; (ii) the authorized representative of Lender signing this Agreement is 18 years of age or older; (iii) the email address used to enter into this Agreement is utilized solely by Lender and is the appropriate email address for the sending of digital signature requests and signing of this Agreement and any future agreements entered into by the parties; (iv) the Masters and Videos are original to Lender and Artist and are fully, 100% owned or otherwise controlled by Lender or Artist, or Lender or Artist has obtained the rights and licenses to the Masters and Videos, the underlying musical compositions embodied therein, and the Album Materials in order for Company, Sites, and Third Party Platforms to exploit the rights granted to it hereunder; (v) the Masters and Videos, including all elements (i.e., underlying musical compositions, artwork, photographs, scripts, and backgrounds) included within the Content have not been previously released and have been fully cleared prior to delivery to the Company and no third party consents or permissions are required by the Company to obtain for the Company to exercise its rights hereunder (i.e., Lender or Artist has secured all rights and consents from all individuals appearing in the Videos necessary to license exhibition and distribution rights therein without further payment to such individuals) (vi) Lender and Artist shall not grant and has not granted to any third party any rights that are inconsistent with the rights granted to Company hereunder; (vii) Lender has and shall maintain a valid agreement with Artist permitting Lender to grant the rights and make obligations on behalf of Artist herein; (viii) Artist has reviewed and approved this Agreement and the Inducement, and that Artist has agreed to be bound thereby; (ix) Lender shall be solely responsible for the payment of any royalties or other payments to Artist and any third parties that may become due as a result of Company’s exercise of its rights hereunder, including, without limitation, to any performing rights organizations, writers, co-writers, producers, performers, and third party royalty participants, any payments for all licenses and clearances, permissions, and consents from any rightsholders in or to any Content, including but not limited to payments required for recording artists, other musicians and/or talent appearing in or involved in the production of the Content, labels, publishers, editors, and/or videographers; (x) the Content (including, without limitation, the Masters, Videos, Album Materials, and any underlying musical compositions embodied therein) and all other materials furnished by Lender to Company and Company’s exercise of the rights granted hereunder, shall not infringe upon any other material, or violate or infringe upon any applicable federal, state, local or common law or statutory rights, including but not limited to copyright, trademark rights, and rights of privacy and publicity, and/or contract rights of any third party, or any other rules or regulations, and there is no litigation pending or threatened in connection with the Content; (xi) Lender knows of no material claims, nor basis for such claims, which may affect the ownership, validity or licensure of the Content, and is provided free and clear of any encumbrances; (xii) neither the Masters or Videos have been produced pursuant to any collective bargaining agreement, (xiii) during the Term, neither Lender nor Artist shall enter into any agreement or arrangement, or do anything, which would interfere with the full and prompt performance of Lender’s and Artist’s obligations in accordance with this Agreement; and (xiv) the Masters do not and will not contain unauthorized Samples (defined herein). “Samples” as used herein means any portion(s) or interpolation(s) of third-party master recording(s) and/or composition(s), video(s) and/or other material(s), or portions thereof whether musical, lyrical or otherwise, not owned and/or controlled by Lender.
    2. Indemnification. Lender agrees to indemnify, defend, and hold Company, its affiliates, assigns, its respective heirs, executors, successors in interest, and assigns, sub-distributors and licensees and its directors, officers, shareholders, owners (including those of Company’s parent, subsidiary, sister companies) agents, managers, employees (collectively, “Representatives”) harmless from and against all third party claims and resulting damages, liabilities, losses, costs and expenses, including, without limitation, reasonable outside attorneys’ fees and court costs, arising out of or connected with: (i) any breach or alleged breach by Lender or Artist of any warranty, representation or agreement made herein or pertaining to any act, error, or omission committed by Lender or Artist or any person or entity acting on Lender’s or Artist’s behalf or under Lender’s or Artist’s direction or control; (ii) any claim that the intellectual property provided by Lender infringes upon or violates any third party’s intellectual property, proprietary or privacy rights, or contractual rights, or any claim arising out of the Masters (including the underlying musical compositions embedded therein), the Videos, the Album Materials, and the Content; and (iii) any taxes, fees or assessments due in connection with amounts paid to Lender by the Company. Lender shall not agree to any settlement or compromise that is adverse or potentially adverse to the Company or its Representatives without the Company’s prior written consent. The Company agrees to indemnify and hold harmless Lender from and against any and all Claims arising out of its breach of any of its representations and warranties or other obligations hereunder. In the event that a claim is made, or an action is commenced, Company shall have the right to withhold payment of any and all monies due to Lender hereunder in reasonable amounts related to such claim or action pending the disposition thereof.
    3. No Obligation. Lender, on behalf of itself and Artist, acknowledges and agrees that nothing in this Agreement shall obligate Company to distribute, reproduce, exploit, or otherwise use any of the Masters, Videos, or other Content that violates any term of this Agreement. Company may choose to not provide, or cease to provide, any services, with respect to any Master and/or Video in its sole discretion, including, without limitation, due to poor recording quality or hateful, obscene or inappropriate content.
    4. Removal of Content. Without limiting the foregoing, Company shall have the unilateral right to remove any Content or other materials from the Site and services that it deems, in its sole discretion, to violate the Third-Party Platform Agreements, or the terms and conditions of this Agreement. Without limitation of the foregoing, Lender agrees to adhere to the Content Guidelines attached hereto as Exhibit B; failure to do so on a repeated basis shall result in the Company’s right to terminate this Agreement on five (5) business days’ written notice (email suffices).
    5. COMPANY’S AGGREGATE LIABILITY FOR ANY AND ALL CAUSES OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF MONEY PAID BY COMPANY TO LENDER IN THE ONE (1) YEAR PERIOD PRIOR TO THE DATE OF THE BREACH OR ALLEGED BREACH BY COMPANY OF THIS AGREEMENT GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL COMPANY BE LIABLE TO LENDER, ARTIST OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITARY DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOST DATA ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 7(5) WILL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, WHETHER OR NOT THE PARTIES WERE OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE PARTIES AGREE THAT THE LIMITATIONS OF THIS SECTION ARE AN ESSENTIAL ELEMENT OF THIS AGREEMENT, THAT THE AGREEMENTS MADE IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK, AND THAT EACH PARTY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY.
  8. Termination.
    1. Lender Termination Rights. Lender shall have the right to terminate a License Period by giving five (5) business days prior written notice to Company (email being sufficient) if Company is in an uncured material breach of its obligations, which termination will become effective at the end of the current period (the “Termination Date”). Notwithstanding the foregoing, Company shall have an automatic extension of the Term of at minimum ninety (90) days following the Termination Date to request takedown of all applicable Masters, Videos, or otherwise (as applicable) provided, however, that Lender acknowledges and agrees that the actual timing of takedown by the Third-Party Platforms may vary. Absent Company’s uncured material breach or prior to an auto renew for an additional License Period, Lender hereby agrees that it shall not be entitled to send a termination notice until after Company has fully recouped all Recoupable Costs and further provided that Lender is not in material breach of this Agreement. Following expiration or termination of each License Period, Company shall have a collection period that shall extend until such time as Company has received payment for all exploitations of the Content during the License Period as authorized herein, including, without limitation, payments from Third Party Platforms and license fees arising from Procured Licensing.
    2. Company Termination Rights. Company shall have the right, at any time, to terminate this Agreement, remove any of Content from the Site(s), cease providing services to Lender, and/or cease the exploitation and distribution of any Content, which Company may elect to do as a result of Company’s determination that (i) Content infringes or may infringe upon any third party rights, (ii) Lender or Artist has violated the Third Party Platform Agreements (as defined below), or the terms and conditions of this Agreement, (iii) Content is offensive or obscene, (iv) Lender or Artist has engaged in any action which may harm the Company or bring the Company or any of its affiliated entities or employees or managers into disrepute by association, or embarrass or offend individuals or groups, in the Company’s sole discretion, (v) the occurrence of an event of Force Majeure which continues for more than sixty (60) days and prevents either party’s performance of its obligations hereunder. As used herein, an “event of Force Majeure” shall include any event beyond the control of the party in question which prevents performance, such as fire, floods, vandalism, national emergencies, civil disorders, public health emergencies, strikes, lockouts, technology failures, disruptions of any kind to Third Party Platforms, work stoppages or failure of public utilities or internet operability. The party unable to carry out is obligations hereunder shall use reasonable efforts to remediate such causes as soon as possible and each party shall be obligated to mitigate its damages hereunder, or (vi) for any other reason, or no reason, that Company may determine in its sole discretion. In the event of Company’s termination of this Agreement pursuant to (i), (ii), (iii), or (iv) above, in addition to other rights and remedies available to Company, Lender agrees to promptly pay to Company the then current unrecouped balance of Recoupable Costs. In the event of termination of this Agreement prior to the end of the License Period pursuant to the foregoing, the Company shall be responsible for payment to Lender of all amounts accruing to Lender prior to the effective date of termination.
    3. No termination shall affect the representations or warranties or indemnification provisions of this Agreement. In the event of any termination of this Agreement, Sections 5(3), 6, 7(1), 7(2), 7(5), and 9 of this Agreement shall survive.
  9. Miscellaneous.
    1. The parties agree and acknowledge that the relationship between the parties is that of independent contractors. This Agreement shall not be deemed to create a partnership or joint venture, and neither party is the other’s agent, partner, or employee. Notwithstanding the foregoing, Lender acknowledges and agrees that the Company is authorized to act on behalf of Lender and Artist solely with respect to the rights granted herein. Each party shall be solely responsible for all taxes, fees and other governmental assessments due in connection with amounts received hereunder.
    2. Lender, on behalf of itself and Artist, further agrees to be bound by the Third-Party Platforms’ (including but not limited to third-party vendor platforms and processor platforms, including but not limited to YouTube and Google) terms of use and privacy policies (the “Third Party Platform Agreements”) as they pertain to Lender, Artist, the use of the Third Party Platforms’ platforms, the exploitation of the Content and the rights granted hereunder. To the extent the terms of this Agreement conflict with the terms of the Third-Party Platform Agreements, the terms of this Agreement shall control. This Agreement contains the entire understanding of the parties relating to the subject matter hereof and supersedes all previous agreements or arrangements between Lender or Artist and Company pertaining to the services, if any. This Agreement may only be modified by a writing accepted and/or signed by the parties.
    3. This Agreement will be binding on the assigns, heirs, executors, affiliates, agents, administrators, and successors of each of the parties. Company will have the right to freely assign this Agreement at any time to any party in its sole discretion without notice to Lender. Lender acknowledges and agrees that neither this Agreement nor any right or interest hereunder may be assigned or transferred by Lender without the express, prior, written consent of Company.
    4. All notices hereunder shall be sent in writing via electronic mail. If Company provides notice to Lender, Company will use the contact information provided by Lender upon registration with Company or as updated by Lender, or, in the absence of a valid electronic mail address, via any other method Company may elect in its sole discretion, including, but not limited to, via posting to Lender’s account on the Site. All notices to Company shall be sent to support@440artists.com and cc legal at legal@revolt.tv. All notices will be deemed received: (i) 24 hours after the electronic mail message was sent, if no “system error” or other notice of non-delivery is generated or (ii) upon posting if by other electronic means, if permitted. If applicable law requires that a given communication be “in writing,” you agree that email communication will satisfy this requirement.
    5. If any provision of this Agreement or the application thereof shall for any reason be declared by a court of competent jurisdiction to be invalid or unenforceable, such decision shall not have the effect of invalidating or voiding the remainder of this Agreement, it being the intent and agreement of the parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to render it valid, legal, and enforceable while preserving its intent or, if such modification is not possible, by substituting therefore another provision that is valid, legal, and enforceable so as to materially effectuate the parties’ intent.
    6. Default and Breach. As a condition precedent to any assertion by Lender that Company is in default in performing any obligation contained herein or otherwise in breach of this Agreement, Lender shall give Company detailed written notice of such default or breach, and Company shall be allowed a period of thirty (30) days after receipt of such written notice within which to cure such alleged default or breach. No default or breach by Company will be deemed to be incurable. The failure of either party to act in the event of a breach of this Agreement by the other will not be deemed a waiver of such breach or a waiver of future breaches.
    7. This Agreement shall be deemed to have been entered into in the State of New York and the validity, interpretation and legal effect of this Agreement shall be governed by the laws of the State of New York applicable to contracts entered into and performed entirely within the State of New York. The courts located in New York, New York City (state and federal) only, will have jurisdiction of any controversy regarding this Agreement; any action or other proceeding which involves such a controversy will be brought in those courts and not elsewhere. In the event of a claim or dispute, Lender’s and Artist’s sole remedy shall be limited to an action at law for money damages, if any, and neither Lender nor Artist shall have the right to in any way enjoin or restrain Company’s Site(s), services or other activities. In the event of any action, suit or proceeding arising from or based upon this contract brought by either party hereto against the other, the prevailing party shall be entitled to recover from the other its attorneys’ fees in connection therewith in addition to the costs of such action, suit or proceeding.
    8. LENDER ACKNOWLEDGES THAT ARTIST HAS BEEN ADVISED TO SEEK INDEPENDENT LEGAL AND BUSINESS COUNSEL WITH RESPECT TO THIS AGREEMENT AND THAT LENDER HAS EITHER SOUGHT AND OBTAINED SUCH COUNSEL OR DELIBERATELY REFRAINED FROM DOING SO. THIS AGREEMENT SHALL BE DEEMED TO BE JOINTLY DRAFTED BY THE PARTIES AND MAY NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF ITS PREPARATION OR WORD PROCESSING.

EXHIBIT B

TECHNICAL SPECIFICATIONS FOR DELIVERABLES

Detailed list of the required specifications to deliver music to Digital Service Providers (DSPs):

1. Audio Specifications

  • File Format: WAV or FLAC (uncompressed and high quality).
  • Sample Rate: 44.1 kHz.
  • Bit Depth: 16-bit or 24-bit.
  • Stereo: All audio files should be in stereo format (not mono).

2. Artwork Specifications

  • File Format: JPEG or PNG.
  • Resolution: At least 3000 x 3000 pixels.
  • Aspect Ratio: 1:1 (square).
  • Color Profile: RGB.
  • Restrictions:
    • No explicit logos, social media handles, or websites.
    • No blurry or pixelated images.
    • Text must be readable and minimal.

3. Metadata

  • Track Title: Ensure correct spelling, capitalization, and formatting.
  • Artist Name: Match artist branding across platforms.
  • Album Title: If applicable.
  • Genre: Choose a primary and secondary genre.
  • Release Date: Specify the desired release date.
  • ISRC Code: (International Standard Recording Code). This unique identifier is essential for tracking royalties.
  • UPC/EAN Code: Required for the release (usually provided by your distributor).
  • Explicit Content: Mark if the track has explicit content.

4. Additional Information

  • Contributors:
    • Songwriters, producers, and featured artists.
    • Specify roles for each contributor.
  • Lyrics: Provide clean and explicit versions if available.
  • Language: Specify the primary language of the song.
  • Territories: Define where you want your music distributed.

5. Video Content (Optional)

If submitting for platforms like YouTube Music:

  • Resolution: 1920×1080 (HD) or higher.
  • Format: MP4 or MOV.
  • Frame Rate: 24, 25, or 30 fps.
  • Audio Specs: Same as above.

Apple Music Video Specifications

To upload a video to Apple Music, it must meet Apple’s specific encoding and formatting guidelines. Below are the technical specifications:

1. Video Specifications

  • File Format: MOV or MP4 (H.264 codec).
  • Resolution:
    • Preferred: 1920 x 1080 (Full HD).
    • Minimum: 1280 x 720 (HD).
  • Frame Rate: 23.976 fps, 24 fps, 25 fps, 29.97 fps, or 30 fps. Must match the native frame rate of the video. Avoid frame rate conversion.
  • Aspect Ratio: 16:9 (widescreen).
  • Bit Rate: 8-12 Mbps for HD quality.

2. Audio Specifications

  • Codec: AAC (Advanced Audio Codec).
  • Sample Rate: 48 kHz.
  • Bit Rate: 256 kbps (constant).
  • Channels: Stereo (2 channels).

3. Subtitle and Metadata

  • Subtitles/Closed Captions: Optional but recommended for accessibility.
  • Metadata: Include track title, artist name, ISRC code, and release year.

4. File Requirements

  • File Size: Keep under 10 GB to facilitate smooth upload and streaming.
  • File Name: Ensure proper naming conventions (e.g., “ArtistName_TrackName_Video.mov”).

5. Delivery Notes

  • Submit your content using a trusted distributor or aggregator with access to Apple Music.
  • Ensure there are no watermarks, logos, or visual distortions.

CONTENT AND ARTWORK GUIDELINES

440 ARTISTS, LLC

All content published by 440 Artists, LLC (the “Company”) is subject to certain social guidelines and is subject to editing or removal if it fails to adhere to the Company’s editorial requirements.

The Company requires that all artists meet the following guidelines:

1. Accurate Content

  • Metadata Accuracy – Content metadata (for example, titles, descriptions, language, etc.) must always accurately represent the corresponding content that is distributed.
  • Explicit Content – Lender must flag individual songs with the “explicit” tag if they contain explicit content (i.e., profanity or content that may not be suitable for children).
  • Single Submissions Only – Each song and or album shall be submitted only once.
  • Awareness of Cultural Sensitivities – Lender and Artist are responsible for being aware of cultural sensitivities and shall address such issues promptly and to the satisfaction of REVOLT prior to distributing any submissions.

2. Prohibited Content as follows:

  • Infringing Content – content that infringes on trademarks, copyrights, privacy rights, publicity rights, or contract rights of others without the permission of the rightsholder, including without limitation all samples or third-party materials included within your Recordings or video submissions. ARTISTS MUST CONTROL OR HAVE THE RIGHT TO USE ALL ELEMENTS INCLUDED WITHIN EACH SUBMISSION.
  • Illegal Content – content that violates applicable federal, state or local laws.
  • Hateful Content – content that attacks or uses pejorative language or images with respect to a person or group on the basis of race, religion, ethnicity, nationality, gender identity, or which advocates potentially or actual harmful action on a similar basis.
  • Sexual/Pornographic Content – content that encourages or links to sexually explicit websites, sexual abuse (rape, incest, bestiality), or sexual acts with minors.
  • Deceptive, False or Misleading Content – content that misleads listeners by mimicking or impersonation, or that is dishonest, fraudulent, or interferes with the integrity of the 440 Artists platform.
  • Solicitation Content – content that solicits passwords, personal identifiable information, funds, or involves the transmission of unsolicited mass mailing, instant messaging, “spamming” or “spimming” or involves the transmission of “junk mail” or “chain letters” or activity that involves bots, viruses, worms, or other computer files or programs that interrupt, or limit or destroy the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network.
  • Content or Sweepstakes Content – content that involves any form of user tracking, commercial activities and/or sales (i.e., contests, sweepstakes, barter, advertising, or pyramid schemes).

3. Advertising Laws

Advertising Laws – Your and Artist’s advertising of music must be in compliance with applicable laws. Such applicable laws include but not limited to: disclosure laws related to paid and sponsored advertising, advertising content, and the type of content that may be included age verification.

All program content is further subject generally to REVOLT’s Terms of Use. If Lender or Artist repeatedly distributes content that violates these guidelines, you will be suspended and/or terminated at the discretion of 440 Artists powered by REVOLT. 440 Artists powered by REVOLT reserves the right to update these guidelines for any reason and at any time.

440 Artists Creative Guidelines

Artwork must be original and owned and controlled by the Lender, and may not contain any of the following:

  • Blurry, misaligned, mismatched, or pixelated images unless for reasoning of intention toward creative expression.
  • Explicit language.
  • Placeholder images.
  • Ads, sponsor logos, or marketing copy.
  • Hateful/Harmful Content.
  • Sexual/Pornographic content.
  • Illegal/Dangerous content.

Out-of-Show:

Lender is responsible for providing the following:

  • High-res Artist photos.
  • PSDs/Working Files to Key Art, or artwork, to which you have secured all rights, as needed.
  • Additional content for marketing purposes.

EXHIBIT C

ARTIST INDUCEMENT

Artist Inducement

The company furnishing Artist’s services (“Lender”) under Lender’s Exclusive Music Distribution and License Agreement (the “Agreement”) with 440 Artists LLC (“Company”) has provided your email address as direct email address for the artist identified in the email you received (the “Artist” or “you”). By accepting the terms of this Artist Inducement (“Inducement”) by clicking on the “accept” link below or in such email, you acknowledge and agree as follows:

1. Inducement; Reliance

Artist acknowledges that Company is entering into the Agreement in material reliance upon Artist’s execution of this Inducement and Artist’s agreements herein. Company would not enter into the Agreement absent Artist’s execution of this Inducement.

2. Personal Services; Uniqueness

Artist acknowledges that Artist’s services are of a unique, special, and extraordinary character and that Lender’s performance under the Agreement is wholly dependent upon Artist’s availability and performance.

3. Personal Covenant to Perform

Artist hereby irrevocably and unconditionally agrees:

(a) to render exclusively to Lender (for Company’s benefit) the services required under the Agreement;

(b) to cause Lender to fully and timely perform all of its obligations under the Agreement;

(c) to comply with all exclusivity, recording, delivery, promotional, publicity, and approval obligations applicable to Artist under the Agreement; and,

(d) not to take any action, directly or indirectly, that would interfere with Lender’s performance of the Agreement or Company’s full enjoyment of its rights thereunder.

4. Representations and Warranties

Artist represents and warrants that:

(a) Artist is the artist referenced in the email you received from Company;

(b) Artist is the sole owner and controlling principal of Lender (or otherwise has full authority to bind and cause the performance of Lender);

(c) no agreement, obligation, or disability exists that would conflict with the Agreement or this Inducement;

(d) Artist is not exclusively bound to any other person or entity for recording services; and,

(e) all services and recordings rendered pursuant to the Agreement shall be original and shall not infringe the rights of any third party.

5. Joint and Several Liability

Artist agrees to be jointly and severally liable with Lender for any breach of the Agreement arising out of or relating to Artist’s acts, omissions, failure to perform, or breach of representations, warranties, or covenants applicable to Artist.

Company shall be entitled to enforce the Agreement and this Inducement directly against Artist.

6. Equitable Relief

Artist acknowledges that a breach by Artist of the Agreement or this Inducement would cause irreparable harm to Company for which monetary damages would be inadequate. Accordingly, Company shall be entitled to injunctive relief, specific performance, and other equitable remedies directly against Artist without the need to post a bond or other security.

7. No Circumvention; Exclusivity Protection

Artist shall not, during the Term, render recording services for any third party, directly or indirectly, in violation of the Agreement, whether individually or through any other corporation, partnership, limited liability company, or other entity.

8. Assignment / Change of Control Restriction

Artist shall not:

(a) transfer, assign, pledge, or otherwise dispose of any ownership or controlling interest in Lender; or

(b) cause Lender to merge, consolidate, or otherwise undergo a change of control

without Company’s prior written consent, which may be granted or withheld in Company’s reasonable discretion.

Any such unauthorized transfer or change of control shall constitute a material breach of the Agreement and this Inducement.

9. Bankruptcy / Insolvency Protection

Artist agrees that Artist shall not voluntarily cause or permit Lender to:

(a) file any petition for bankruptcy, reorganization, or similar insolvency proceeding;

(b) make any assignment for the benefit of creditors; or

(c) take any action intended to impair Company’s rights in the Artist Content or under the Agreement

if such action would materially interfere with Company’s rights or remedies under the Agreement.

Artist further agrees that the Agreement constitutes an agreement for personal services within the meaning of applicable bankruptcy laws and that Company’s rights in and to the Artist Content shall remain fully enforceable to the maximum extent permitted by law.

10. Survival

This Inducement shall survive termination or expiration of the Agreement to the extent necessary to enforce Company’s rights accrued prior thereto.

11. Independent Obligations

The obligations of Artist hereunder are independent of, and in addition to, the obligations of Lender under the Agreement.