Service Agreement

This Non-Exclusive Service Agreement is between Soundblock, LLC (“Soundblock”) and the person or entity agreeing to these Terms (“Owner”). This Agreement is effective as of the date Owner clicks or checks the “I Accept The Terms & Conditions” button on the Site (“Effective Date”). In consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Soundblock operates and collaborates with the Site, which under the Plans may provide the following Services: (i) Digital Distribution of Digital Records, (ii) the Physical Distribution of Merchandise, and (iii) the online reporting of Digital Recording and Merchandise use and sales. The Site and the services offered by Soundblock, whether existing as of the date of this Agreement or as may be existing thereafter, are collectively referred to as the “Service.”

Owner desires to participate in the Service being offered by Soundblock. Owner’s use of the Service or any aspect thereof is based on Owner’s acceptance, without modification, of this Agreement. Before Owner may use the Service and have Products sold and/or distributed by Soundblock, Owner must read and accept all of the terms and conditions in, and linked to, this Agreement and the Soundblock Privacy Policy and Terms of Use Policy.

The following Exhibits are attached hereto and incorporated herein as part of this Agreement:

Exhibit A: Terms Specific to Music Streaming And Sales
Exhibit B: Terms Specific to Sale of On-Demand Merchandise
Exhibit C: Terms and Conditions
Exhibit D: Definitions

The terms “you” or “your” shall refer to any individual who clicks or checks the “I Accept Soundblock’s Terms & Conditions” button on the Site. If you are accepting on behalf of Owner, you are subject to the representations and warranties set forth in this Agreement, including Section 25 of Exhibit C to this Agreement. If you do not have the legal authority to bind Owner, please do not click or check the “I Accept Soundblock’s Terms & Conditions” button. If, after your electronic acceptance of this Agreement, Soundblock finds that you do not have the legal authority to bind Owner, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations, and Soundblock reserves the right to terminate this Agreement immediately without notice and without liability on Soundblock’s part for such termination.

EXHIBIT A:  TERMS SPECIFIC TO STREAMING AND SALES

1. Service Plan Features.

As summarized below, each Service Plan requires the corresponding Charges and includes the corresponding Royalties and features. Please note that such Charges, Royalties and features may be changed from time to time by Soundblock.

2. Owner’s Page:

To sign up for any Service Plan, Owner will need to create a Profile on the Site (the “Owner’s Page”) that includes one or more ringtone, single, EP, or album designated by Owner (each, the “Featured Record”). Owner may Upload to the Owner’s Page the following Owner’s Content: full-length .wav audio Master(s) from the Featured Record, a Featured Record description, promotional videos, design files, production files, 300dpi or better cover image, and profile image for the Featured Record.

3. Set-Up Fee Deferral:

If Owner applied for and is offered the option of deferring fees for the Blockchain Collaboration and Blockchain Enterprise Service Plans, the full setup-fee will be recouped first-out from Royalties at the rate of 1.25% of the base setup-fee.

4. Activation:

In order to activate any of the Service Plans, Owner will need to (a) accept, complete and execute this Agreement through electronic signature by clicking “I Accept Soundblock’s Terms & Conditions” online at the Site prior to activation; (b) build the Owner’s Profile Page; (c) upload production ready assets for made to order Merchandise and audio Masters. In order to activate the Blockchain Reporting, Blockchain Collaboration and Blockchain Enterprise Plans, the associated Charges will need to be received by Soundblock.

5. One Featured Record Per Certain Plans:

Please be advised that, when Owner activates a Blockchain Reporting Plan, the Plan may be used by Owner for only one (1) Featured Record; however, each Owner’s Page may contain links to all of the other Owner’s Pages activated by Owner.

6. Encoding:

In order to effectuate the Digital Distribution of Digital Content, Soundblock will encode the Masters from the Featured Record and prepare the Masters for storage on Soundblock’s server so that the Masters from the Featured Record can be streamed or downloaded from the Owner’s Page by a Site Customer.

7. Security:

Owner agrees and acknowledges that: (a) Digital Content will be made available to Site Customers as .MP3; (b) anyone (including the Site Customer) who acquires a copy of Digital Content as an .MP3 will be able to make and distribute an unlimited number of copies of the Digital Content; and (c) Soundblock will not be liable to Owner or anyone else for the unauthorized copying and distribution of the Digital Content.

8. Streaming Royalty:

Soundblock will pay the applicable Streaming Royalty subject to the terms of this Exhibit A. No other royalties shall be paid to any other royalty Societies, unless required by law.

9. Changes To Royalty Rate:

If, for any reason, Owner needs to change the Royalty Rate for the use of Owner’s Content on the Site, Owner can do so by signing into Owner’s account and clicking on the ‘My Profile’ tab, and then editing the applicable Music Project. Any change will only become effective from the date on which Soundblock approves Owner’s change to Owner’s account.

10. Promotional Tracks and Free Downloads:

Owner expressly acknowledges and agrees that no Royalty shall be payable by Soundblock for any track uploaded under the Soundblock Free, or for “preview clips”, “full length previews”, “free downloads”, or any playback of Owner’s Content that is less than sixty (60) seconds.

11. One Party License:

Where Soundblock discovers a duplicate item of Owner’s Content, Soundblock shall only be liable to pay a Royalty to the party who is legally authorized to grant a license to Soundblock. If Owner believes a third party has uploaded Owner’s tracks to the Site’s playing service without Owner’s consent, Owner may providing written notice to Soundblock.

12. Full Length Previews And Promotional Use:

Soundblock gives Owner the opportunity to make Owner’s Content available as “promotional use” and/or “free downloads” (to the extent available) on the Site’s playing service. Where Owner chooses to make Owner’s Content available as “promotional use” and/or free download:
Owner acknowledges and agrees that Owner’s tracks will automatically become eligible to be included as a promotional play and made available on the Site’s playing service.
Owner acknowledges and agrees that Owner is not entitled to any royalties from the exploitation of such “promotional use” and/or free downloads and Soundblock is not obligated to pay Royalties for the use of any musical compositions in such previews and free downloads to Societies.
In addition to the warranties set out in clause 4, Owner warrants and represents to Soundblock that:
Owner is fully authorized to make Owner’s Content available for “promotional use” or free download on a worldwide basis; and
Owner owns or controls the copyright in the underlying musical composition(s) and lyrics.

END OF EXHIBIT A

EXHIBIT B:  TERMS SPECIFIC TO THE SALE OF ON-DEMAND MERCHANDISE

1. Merchandise:

In order to complete the activation of the Merchandise feature on the Owner’s Page, Owner will authorize Soundblock to manufacture On-Demand Merchandise on Owner’s behalf for sale on the Site, in which case Soundblock will deduct the agreed to production costs of such On-demand Supplied Merchandise against current or future Merchandise Royalty payments to Owner.

2. Artwork:

If Owner authorizes Soundblock to manufacture On-demand Supplied Merchandise on Owner’s behalf for sale on the Site, Owner will need to (i) Upload to the Site one or more pieces of Artwork to be reproduced on such Merchandise, or (ii) elect to have Soundblock design and create such Merchandise artwork for Owner at an additional cost.

3. Upload Option:

Owner may Upload to the Site one or more pieces of Artwork to be reproduced on On-Demand Merchandise. Note: the Artwork can only be Uploaded using one of the following file formats: Illustrator® (.ai), layer separated .PDF or .PNG. During the Term, Owner may Upload as many different pieces of Artwork as desired and pay the necessary Merchandise Set-Up.

4. Design Option:

If offered, Owner may elect to have Soundblock design and create New Artwork for the On-Demand Merchandise. As set forth in Exhibit C, Section 4, all rights, title and interest, including all intellectual property rights in any New Artwork, are equally owned by Owner and Soundblock.

5. Merchandise Royalty.

Soundblock will pay Owner directly 100% of the applicable Net Merchandise Royalty.

6. Manner of Sale:

The Merchandise will be available for purchase through a “Products” tab or other link on the Owner’s Profile Page and Soundblock Party sites.
On-demand Supplied Merchandise. If Owner has authorized Soundblock to manufacture On-demand Supplied Merchandise on Owner’s behalf for sale on the Site, Site Customers visiting the Owner’s Page will be able to choose what artwork they are purchasing (whether Artwork Uploaded by Owner and/or New Artwork designed by Soundblock) and the type of On-demand Supplied Merchandise they are purchasing (for example, a T-shirt, a sweatshirt, etc.) based on the type of Merchandise available in inventory. Once an order for On-demand Supplied Merchandise is placed by a Site Customer, Soundblock will print the artwork chosen by the Site Customer onto the type of On-demand Supplied Merchandise chosen by the Customer, and will ship such Merchandise to the Site Customer.

7. Soundblock’s Undertakings:

During the Term, Soundblock will render Distribution Services and shall distribute and sell the Merchandise on Owner’s behalf through Physical Distribution.

END OF EXHIBIT B

EXHIBIT C:  TERMS AND CONDITIONS

1.Term:

The Term shall commence on the Effective Date and shall end on (a) the date that Owner Un-Publishes Owner’s Content from the Service, or (b) the date thirty (30) days after Owner terminates the Term in accordance with paragraph 19(a) below. If Owner does not remove Owner’s Page from the service or terminate with written notice, this Agreement will automatically reset for a consecutive twelve (12) month term.

2.Charges to Owner:

Owner agree to pay, in advance, all Charges in accordance with the rates, terms and conditions set forth in this Agreement or established from time to time by Soundblock. The Charges and the terms and conditions that relate thereto will be posted on the Site or otherwise made available to Owner by Soundblock. Owner will indemnify and hold Soundblock harmless for any federal, state and local sales, use, value added, excise, duty and any other taxes assessed with respect to the sale and distribution of the Digital Content and Merchandise, other than taxes based on Soundblock’s United States net income.

Soundblock reserves the right to change the amount of the Charges, including Royalties, from time to time, in its sole discretion, upon written notice to Owner. Owner will have the right, within thirty (30) days of such notice, to terminate this Agreement. Owner will be deemed to have accepted such change to the amount of the Charges, including Royalties, if Owner fails to terminate this Agreement within such thirty (30) day period. All Charges are payable only in the currency of the United States. Soundblock reserves the right to modify the form of payment it will accept, at any time and in its sole discretion.

Owner hereby authorizes Soundblock to automatically charge the card listed in Owner’s account for all Charges due. Recurring Charges will be charged to the credit or debit card number listed in Owner’s account until Owner cancels Owner’s account in accordance with Soundblock’s cancellation policy. Owner is responsible for keeping the credit card information in Owner’s account up to date, including credit card account numbers, expiration dates, CVV2 numbers, billing address, and any information that may prohibit Soundblock from charging Owner’s account.

If Owner fails to pay any Charges within fifteen (15) days after the applicable due date, late charges of the lesser of one and one-half per cent (1.5%) per month (i.e. 18% per annum) or the maximum amount allowable under applicable law shall also become payable by Owner to Soundblock, along with attorney and collection fees, until paid in full. Payments made by Owner will first be applied to such late charges and then to the outstanding Charges. Payment is non-refundable. Reactivation of accounts suspended for non-payment will be subject to a reactivation fee of $35.00.

3.Owner’s Grant of Rights:

Owner hereby acknowledges and agrees that, as between Owner and Soundblock, all of Owner’s Content is owned by, and shall remain the sole property of, Owner, and Soundblock does not claim any ownership in Owner’s Content. However, Owner agrees that by Uploading Owner’s Content to Soundblock and by using the Service, Owner shall have thereby granted to Soundblock, throughout the Term and universe, the non-exclusive right and authorization, on a royalty-free basis, to do the following, whether utilizing technology now known or hereafter devised:

Sell and otherwise distribute the Products as an non-exclusive distributor;

Make copies of and otherwise reproduce the Owner’s Content on Soundblock’s servers, the Owner’s Profile Page and otherwise on the Site;

Display, exhibit and publicly perform the Owner’s Content on the Owner’s Profile Page and otherwise on the Site, and Owner hereby grants Soundblock the right to publicly display and perform the Controlled Compositions, the Masters and the Videos on the Site throughout the universe;

Re-encode Owner’s Content (including the reproduction and conversion of Masters into digital formats) and edit Owner’s Content to comply with Soundblock’s policies and guidelines;

Reproduce, display and otherwise use the professional name of the Artist, Owner’s name, and the names of the Featured Record and the Masters on the Site and in advertisements, promotional materials, marketing materials and publicity of or relating to Soundblock, provided that Soundblock shall not use the Artist name or the Owner’s Marks as an endorsement of the Service;

Use and distribute Copyright Management Information as embodied in digital Masters and Videos;

Cache the Owner’s Content, which caching will not constitute an infringement of any of Owner’s Content or rights or those of any third party;

Otherwise use, copy, distribute, transmit, display, edit, delete, publish and translate the Owner’s Content to the extent reasonably required by Soundblock for the purposes of rendering and operating the Service and to insure adherence to or enforce the terms of this Agreement; and

Sublicense to third parties any or all of the rights granted to Soundblock under this Agreement.

4. Soundblock’s Intellectual Property:

Owner hereby acknowledges and agrees that, as between Owner and Soundblock, the Site and all of the technology and software underlying the Site and the Service (“Software”), the New Artwork created by or on behalf of Soundblock, all intellectual property rights and all other rights, title and interest in any of the foregoing, are the exclusive property of Soundblock and its affiliates. Soundblock grants a limited, non-exclusive license, to the New Artwork solely to promote the sales and distribution of the New Artwork and related Merchandise by Soundblock, Owner agrees not to modify the Software and related intellectual property in any manner or form or to use modified versions of the Software, including for the purpose of obtaining unauthorized access to the Site.

5. Owner’s Representations and Warranties:

Owner agrees, represents and warrants that:

Owner has full right, power and authority to enter into and perform this Agreement. Each person constituting Owner or executing this Agreement is the age of majority in the jurisdiction in which Owner resides as of the Effective Date.

Owner owns, throughout the universe and throughout the Term, all right, title and interest in and to the Owner’s Content, including the copyrights, trademarks and service marks contained therein, or has obtained, prior to Uploading the applicable Owner’s Content to the Site and/or shipping to Soundblock the applicable Physical Record, Clearances to the extent it does not own such right, title or interest. Owner possesses the right to sell and otherwise distribute the Product through the Distribution Services. There are no liens or other encumbrances of any nature on any of the Owner’s Content, other than the Collateral.

All information that Owner provides to Soundblock, whether in this Agreement or otherwise, is correct and complete. Inaccurate, false, misleading or incomplete information or failure to correct or notify Soundblock of any change within five (5) business days from the date of any change or upon inquiry of Soundblock will constitute a material breach of this Agreement.

Neither the Owner’s Content nor anything contained in the Owner’s Content infringes upon the copyright, patent, trademark, service mark, trade secret, moral right or other intellectual or proprietary right of any person or entity, defames any person or entity, or violates any person or entity’s rights of publicity or privacy. Owner has acquired or will acquire all clearances necessary for hypertext links to third party websites contained in the Owner’s Content.

Owner shall be solely responsible for: (i) any and all sales and use taxes levied on any of the amounts payable to Owner under this Agreement, (ii) all recording, production and other costs incurred in the creation of the Owner’s Content, and (iii) all Charges for the shipping, warehousing, designing and distribution of the Merchandise as provided herein.

Owner has paid or shall pay and account to all of the Income Participants, and Soundblock shall not be legally obligated to make any payments whatsoever to any of the Income Participants with respect to the Owner’s Content.

With respect to all of the Non-Controlled Compositions contained in the Masters, Owner has entered into Mechanical Licenses for the United States and Canada with the music publisher of the Non-Controlled Compositions. Likewise, with respect to all of the Non-Controlled Compositions contained in the Footage, Owner has entered into Synchronization Licenses for the world with the music publisher of the Non-Controlled Compositions.

Owner’s Content does not contain any Sampled Material for which a Clearance has not been obtained.

Owner has the right to include the Artist Identification in the Products and on the Owner’s Page, and has the right to include the names, photographs, likenesses, voices, signatures, biographical materials and other personal identification of all of the other persons and entities whose identification is included in the Owner’s Content.

None of the Owner’s Content violates any law, statute, ordinance, or regulation.

Owner has not previously entered into any agreement that will interfere with Owner’s performance of its obligations under this Agreement.

6. Parental Advisory or General Ratings:

In creating the Owner’s Page, Owner shall insert a Parental Advisory Warning (including the logo, as applicable) or the authorized rating from the Motion Picture Association of America on all Owner’s Content that warrants a Parental Advisory Warning. The Owner’s Page shall clearly and conspicuously communicate the presence of all Parental Advisory Label Content made available via the Owner’s Page, as well as the availability of a corresponding edited version, if any.

If Soundblock determines, in its sole judgment, that any Owner’s Content or Product warrants a Parental Advisory Warning, Owner shall have the right, at Owner’s sole cost and expense, to label or affix a Parental Advisory Warning thereon.

Notwithstanding anything contained in this Agreement to the contrary: (i) Soundblock may, without notice or liability to Owner, refuse to distribute any Products that Soundblock for any reason finds to be objectionable, in Soundblock’s sole discretion, whether or not a Parental Advisory Warning has been applied and/or or which Soundblock believes may be subject to a Claim; and (ii) Soundblock may, without notice or liability to Owner, delete, remove, disable or otherwise eliminate any of Owner’s Content on the Owner’s Page that Soundblock for any reason finds to be objectionable, in Soundblock’s sole discretion, whether or not a Parental Advisory Warning has been applied and/or which Soundblock believes may be subject to a Claim or which, in fact, is subject to a Claim. Soundblock’s rights, however, do not obligate Soundblock to monitor or exert editorial control over the Owner’s Content, and Owner agrees and acknowledges that Soundblock has no obligation to censor or monitor Owner’s Content or Owner’s use of the Service. Soundblock shall have the right, without any liability to Owner, to decline to manufacture and/or distribute and sell any of the Products (or, as applicable, to cease the manufacture and/or distribution and sale thereof).

7. Username:

If Owner chooses a username for the Service that Soundblock in its sole discretion finds objectionable and/or which Soundblock believes may be the subject to a claim, Soundblock reserves the right, without prior notice to Owner, to automatically change such username, delete the Owner Page, deny Owner access to the Site or the Owner Page, or any combination of the foregoing options.

8. Access to the Site:

Unauthorized access to the Site or to any web pages within the Site is a breach of these Terms and a violation of the law. Owner agrees not to access the Site by any means other than through the interface that is provided by Soundblock for use in accessing the Site. Owner agrees not to use any automated means, including agents, robots, scripts, or spiders, to access, monitor, or copy any part of the Site.

9. Protecting Owner’s Password:

Owner agrees to provide true, accurate, current, and complete information about Owner as requested in the Service’s activation process and to update such information regularly. Owner shall not reveal Owner’s subscription password to anyone, and Owner shall not use anyone else’s password to the Service. Owner is responsible for maintaining the confidentiality of Owner’s account and password to the Service. Unauthorized access to the Service by Owner is a breach of the Agreement and a violation of the law. Owner agrees to immediately notify Soundblock of any unauthorized use of Owner’s password or account or any other breach of security on the Site or the Owner’s Page.

10. Wrongful Uses of the Service:

Owner shall not use the Service in any illegal manner:

to defame, abuse, harass, stalk, threaten, or otherwise violate the legal right of others, or to transmit or post false, misleading, defamatory, libelous, harassing, abusive, or threatening language or information,

to Upload or otherwise disseminate any defamatory, racist, sexist, homophobic or other discriminatory material,

to Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person’s computer, to distribute Internet viruses, worms, Trojan horses, or other similar destructive activities, or to distribute information regarding the creation of and sending Internet viruses, worms, Trojan horses, pinging, flooding, mail bombing, or denial of service attacks,

to conduct, advertise, transmit or otherwise make available surveys, contests, pyramid schemes or chain letters, or to engage in activities that are determined to be illegal, including advertising, transmitting, or otherwise making available ponzi schemes, pyramid schemes, phishing scams, fraudulently charging credit cards, and pirating software,

to download any file posted by another user of the Service that Owner knows or reasonably should know cannot be legally distributed in such manner,

to falsify or delete any author attributions, legal or other notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is Uploaded,

to engage in sending unsolicited bulk and/or commercial messages over the Internet (known as “spamming”),

to maintain an open SMTP relay,

to facilitate a violation of this Agreement by any other person or entity,

to advertise, transmit or otherwise make available any software, program, product, or service that is designed to violate this Agreement (which includes the facilitation of the means to spam, initiation of pinging, flooding, mail bombing, denial of service attacks, and piracy of software),

to advertise or promote any product or service other than the Products and the Artist,

to infringe upon or misappropriate the intellectual property rights of others, including copyrights, trademarks, service marks, trade secrets, software piracy, and patents held by any third party,

to violate the privacy, publicity, or other personal rights of others,

to collect and/or store personal information about other users and visitors to the Owner’s Page or elsewhere on the Site (including Site Customers),

to advertise, transmit, store, post, display, or otherwise make available child pornography or other forms of pornography or obscene speech or material (Owner acknowledges that Soundblock may notify law enforcement agencies when it becomes aware of the presence of child pornography on or being transmitted through Soundblock Services),

to advocate, promote or provide assistance in carrying out violence or any other unlawful activity against any persons, animals or any governments, businesses or other entities,

to promote products or services that involve a significant risk of death or injury to any persons, or damage to business or other entities or property, or to describe or display a weapon, or parts of weapons, or manuals for assembling any weapon, including firearms, ammunition, explosives, grenades, bombs and caustic or other dangerous substances,

to engage in any fraudulent activity, including but not limited to the forging or misrepresentation of message headers, whether in whole or in part, to mask the originator of the message, and the impersonation of any other Owner, Artist or person,

to access illegally or without authorization computers, accounts, or networks belonging to any person or entity (including Soundblock), or attempting to penetrate security measures of another individual’s or entity’s (including Soundblock) system (often known as “hacking”),

to link or connect to any peer-to-peer or other file-sharing sites,

to modify or adapt any website so as to falsely imply that it has any connection with Soundblock,

to engage in any activity that might be used as a precursor to an attempted system penetration (e.g., port scan, stealth scan, or other information gathering activity),

to engage in activities that disrupt the use of or interfere with the ability of others to effectively use the Service or Site,

to export encryption software over the Internet or otherwise,

to export software from the Service in violation of U.S. export laws,

to engage in or promote gambling or to entice others to gamble,

to illegally display or promote any type(s) of intoxicant, alcoholic beverage, cigarettes or controlled or illegal substance,

to engage in any other activity, whether lawful or unlawful, that Soundblock in its sole discretion determines to be harmful to customers, operations, reputation, goodwill, or customer relations, or

to violate the terms and conditions of Soundblock’s Terms of Use or Privacy Policy; and

to provide instructions or otherwise assist others to engage in any of the activities listed above.

11. User Information:

As between Owner and Soundblock, Soundblock will be the sole and exclusive owner of any and all information collected by Soundblock from users and visitors to the Owner’s Page and otherwise to the Site (including information collected from Site Customers). Owner will not have any right whatsoever to access, disseminate or otherwise use any such information.

12. Royalty Accountings:

Soundblock shall compute the Royalties payable to Owner and may send Owner, by email, an accounting statement covering those Royalties. If the total Royalties payable to Owner are less than $100.00, then Soundblock may hold in the Owner’s Soundblock account the Royalties until the Royalties due to Owner are equal to or in excess of $100.00. Owner agrees and acknowledges that Soundblock’s books and records may consist, in part, of accounting statements rendered to Soundblock by third parties, and that Soundblock has the absolute right to rely on such statements in computing the Royalties.

Owner or a certified public accountant or chartered accountant appointed by Owner will have the right, at its own expense, upon no less than thirty (30) days prior notice to Soundblock, to examine the books and records maintained by Soundblock solely for purposes of verifying the accuracy of such accounting statements rendered to Owner by Soundblock; provided such firm is not then currently engaged in an outstanding examination of Soundblock’s books and records and is not being paid, directly or indirectly, by Owner on any type of contingency basis, and provided Owner or such accountant has executed Soundblock’s standard confidentiality agreement. Such examination shall take place at Soundblock’s regular place of business where the books and records are regularly maintained, shall be of a reasonable duration, and only during normal business hours. Soundblock shall not be required to submit to such an examination more than once during any 12-month period. Legal action with respect to a specific accounting statement shall be barred if not commenced in a court of competent jurisdiction within one (1) year after such statement is received by Owner (or deemed received as provided below). For the purposes of calculating such twelve (12)-month period, Owner shall be deemed to have received a statement when due unless Soundblock receives from Owner notice of non-receipt within 90 days thereafter. However, Soundblock’s failure to give such notice shall not affect Owner’s right to receive such statement after such 90-day period.

13. Indemnity:

Owner hereby agrees to indemnify, defend, and hold each and every Soundblock Party harmless from and against any and all liability, losses, costs, and expenses (including attorneys’ fees) incurred by any Soundblock Party in connection with (a) any Claim, or (b) any use or alleged use of Owner’s account or password by any person or entity, whether or not authorized by Owner. Soundblock shall promptly notify Owner of any such claim, and by obtaining, posting and maintaining an appropriate bond for Soundblock’s benefit, Owner may assume control of the defense of such claim, provided that Soundblock shall have the right in all events to participate in the defense thereof. Soundblock reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Owner, and, in such case, Owner agrees to cooperate fully with Soundblock’s defense thereof.

14. Soundblock Remedies:

In the event of a Claim or a breach or threatened breach by Owner of any of the Terms, Soundblock shall have the right, without waiving or limiting any other right available to Soundblock (including Soundblock’s termination rights under paragraph 19 of this Exhibit), to suspend any or all of Soundblock’s obligations under this Agreement, to take down any or all of Owner’s Content from the Site, and/or to suspend or terminate the sale of the Products. The decision of whether or not to reinstate any or all of the foregoing shall be determined by Soundblock in its sole discretion.

The rights, powers and remedies of Soundblock in this Agreement, including the right to suspend, restrict or terminate any or all of the Services and/or the Term, are cumulative and in addition to and not in substitution for any right, power or remedy that may be available to Soundblock at law or in equity, and Soundblock may decline to exercise any of such rights or remedies as Soundblock may deem fit without jeopardizing any future exercise of the rights and remedies available to Soundblock.

15. Disclaimers:

Owner agrees and acknowledges that:

Owner’s use of the Service, or any portion thereof, is void where prohibited.

Soundblock disclaims any responsibility for the deletion, failure to store, misdelivery, or untimely delivery of any Products, information or materials. Although Soundblock’s goal is to ensure timely processing of the Services, Soundblock does not guarantee that Owner’s submission will be processed within the expected time frames associated with any Soundblock system. Soundblock will not have any liability to Owner as a result of Service outages that are caused by Soundblock’s maintenance on the servers and other technology that underlie the Service, failures of Soundblock’s service providers (including telecommunications, hosting, and power providers), computer viruses, natural disasters, or other destruction to or damage of Soundblock’s facilities, an act of God, war, civil disturbance, terrorism, or other cause beyond Soundblock’s reasonable control.

The Service will be provided “as is.” Soundblock is not making any representation or warranty that the Service will be uninterrupted or error-free. Soundblock is not making any representation or warranty of any kind, whether express or implied, including warranties of title or implied warranties of merchantability or fitness for a particular purpose, with respect to the Service. However, some states and/or countries do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to Owner. In such states, Soundblock’s liability and that of Soundblock’s third-party content providers and their respective agents shall be limited to the greatest extent permitted by law.

The Service has certain limitations that may change from time to time (e.g., permissible file sizes, limit on use of Upload and download bandwidth, and file types that may be uploaded).

Soundblock will not be liable for any claims, demands or damages of any kind or nature arising out of any dispute between Owner and any other user or visitor to the Site (including a Site Customer). Soundblock reserves the right, but will not be obligated, to monitor any such dispute.

Soundblock reserves the right to terminate the Service at any time without notice.

Owner Pages created and posted by Service Members may contain links to other websites. Soundblock is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by Soundblock. Inclusion of any linked website on the Service does not imply approval or endorsement by Soundblock of the linked website. When Owner accesses such third-party sites, Owner does so at Owner’s own risk.

In no event shall Owner hold Soundblock liable for any losses resulting from any fraud perpetrated on Owner, Soundblock or anyone else relating to or stemming from transactions contemplated by this Agreement or from any other claims based on the actions or inactions of other users of or visitors to the Service.

16. Limitation of Liability:

Notwithstanding any other provision of this Agreement, in no event shall any Soundblock Party, be liable for any direct, indirect, special, incidental, consequential or punitive damages, or any other damages or losses whatsoever, including damages for loss of profits, goodwill, opportunity, earnings, or use of data, arising directly or indirectly from or related to this Agreement or the Service, regardless of the cause of action and even if one (1) or more of the Soundblock Entities have been advised of the possibility of such damages or losses, including damages or losses arising from or in any way related to loss of or damage to any Owner Content as Uploaded to the Site, or for any delays, outages or interruptions of the Service or any aspect thereof, or for any errors, interruptions, mistakes, omissions, non-delivery, incorrect delivery, viruses or defects in the transmission of any information, material or data over or through Soundblock’s systems or networks or the systems or networks of third parties as a result of electrical failure, power outages or outages of other utilities, security breaches, bugs and virus attacks, acts of god, force majeure events, acts of terrorism or other acts or conditions beyond the control of Soundblock. IN NO EVENT SHALL Soundblock BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE SUM OF ALL ROYALTY PAYMENTS Soundblock HAS MADE TO OWNER UNDER THE TERMS OF THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.

Owner agrees that, regardless of any statute or law to the contrary, any claim or cause of action against Soundblock arising out of or related to use of the Site or these Terms must be filed within one (1) year after such claim or cause of action arises, or be forever barred.

17. Arbitration:

Any dispute or controversy arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the commercial rules of the American Arbitration Association (“AAA”) in the State of Arizona, subject to the laws of that state, other than its conflicts of law principles. A single arbitrator engaged in the practice of law, who is knowledgeable about intellectual property transactions, shall conduct the arbitration. The arbitrator shall be selected in accordance with AAA procedures from a list of qualified people maintained by AAA. The arbitration shall be conducted in Phoenix, Arizona. There shall be no discovery other than the exchange of information which is provided to the arbitrator by the parties. Written reasons for the arbitrator’s decisions shall be complete and explicit, but limited to only those issues necessary to support the award. Each party shall bear its costs and attorney’s fees of any arbitration. The arbitrator shall assess his or her costs, fees and expenses against the party losing the case, unless the arbitrator believes that neither party is the clear loser, in which case the arbitrator shall divide such fees, costs and expenses equally. The arbitrator’s decision and award shall be final and binding, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any duty to arbitrate under this Agreement shall remain in effect and enforceable after expiration or termination of the Term for any reason. Notwithstanding the foregoing, the foregoing provisions shall not be applicable in connection with any legal action taken by Soundblock that includes an attempt by Soundblock to obtain injunctive or other equitable relief to prevent or remedy any breach or threatened breach by Owner of this Agreement. Any process in such action may, among other methods, be served upon Owner by mailing it to Owner at the address supplied by Owner within a profile or Owner’s address as designated in this Agreement. Such mailing will be deemed to have the same force and effect as personal service upon Owner.

18. Infringement Policy:

It is the policy of Soundblock to respect the legitimate rights of copyright and other intellectual property owners and it is the policy to terminate the accounts of any person who repeatedly violates the intellectual property rights of others. Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. Section 512 (the “DMCA”), Soundblock has designated an agent (specified below) to receive notifications of claimed copyright infringement on its Site: www.Soundblock.com/DMCA.

19. Termination of the Term and/or Service:

Owner may terminate the Term and withdraw from the Service by utilizing the ‘Un-Publish’ button on the Owner’s Content Page on the Site. This button will remove the Featured Masters from all services after the button is utilized.

Soundblock reserves the right, in Soundblock’s sole discretion, to restrict, suspend, or terminate Owner’s access to any or all of the Service at any time for any reason without prior notice or liability. Soundblock may change, suspend, or discontinue any or all aspects of the Service at any time, including the availability of any Service feature or content, without prior notice or liability. Soundblock will notify Owner of any such change, suspension, or discontinuation. Any termination of the Term shall not relieve Owner of any obligations to pay Charges. Soundblock shall not be obligated to notify any third party of the termination of Owner’s account or provide any termination assistance. Without limiting the generality of the foregoing, Soundblock shall have no obligation to forward any email messages, data, information or other content related to Owner’s use of the Services, and Owner acknowledges that all such email messages, data, information and content may be deleted by Soundblock.

If Soundblock has reasonable grounds to suspect that any of the information provided by Owner to Soundblock is inaccurate, false, misleading or incomplete, Soundblock has the right, in its sole discretion to terminate the Owner’s Page and use of the Service and close Owner’s account.

If Soundblock terminates the Term for any reason, Owner shall not be entitled to the refund of any unused portion of the Charges.

The end of the Term does not discharge Owner or Soundblock from their respective obligations to pay any amounts owing under this Agreement. As long as any amount so owing to Soundblock by Owner has not been paid in full, in addition to Soundblock’s other rights and remedies, Soundblock will have the right to reimburse itself from any amounts otherwise payable to Owner under this Agreement.

20. Notices:

In order to be effective, all notices to: (i) Soundblock under this Agreement must be in writing and sent to Soundblock’s address listed on the Site or to such other address as Soundblock may designate in a notice on the Site; and (ii) Owner under this Agreement may be posted on the Site in accordance with Section 24 below or sent to Owner’s address listed at initial sign-up. All notices sent under this Agreement to Soundblock must be sent only (a) by registered or certified mail (return receipt requested), or (b) by overnight air courier if such courier actually provides proof of receipt. The day Soundblock actually receives such notice will be deemed the date of the giving thereof. Soundblock may be required by state or federal law to notify Owner of certain events or information. Owner hereby acknowledges and consents that such notices will be effective upon Soundblock posting them on the Site or delivering them to Owner through e-mail. If Owner fails to provide Soundblock with accurate and up to date information, Soundblock cannot be held liable for failure to notify Owner of any such events or information.

21. Force Majeure:

If because of an act of God, accident, fire, lockout, strike or other labor dispute, riot or civil commotion, act of public enemy, enactment, rule, order or act of any government or governmental instrumentality (whether federal, state, local or foreign), failure of technical facilities, failure or delay of transportation facilities, shortage of raw materials, or other cause of a similar or different nature not reasonably within Soundblock’s control, as applicable (a “Force Majeure Event”), Soundblock is materially hampered in the performance of its obligations under this Agreement or its normal business operations are delayed or become impossible or commercially impracticable, Soundblock shall have the option to suspend its obligations to Owner under this Agreement for the duration of any such Force Majeure Event.

22. Attorneys’ Fees:

If, in any action, suit, arbitration or other proceeding, a controversy or dispute arises which is based on or related to this Agreement or any Term, the party prevailing therein shall be entitled to recover as an element of its costs of suit, separate and apart from damages, all reasonable attorneys’ fees incurred therein, whether or not such action, suit, or proceeding proceeds to final judgment. No such sum for attorneys’ fees shall reduce the amount of a judgment, and the amount of a judgment shall not be considered in determining whether such fees are reasonable.

23. Miscellaneous:

Owner shall NOT contact any of the Site Customers directly regarding the Products distributed by Soundblock.

The relationship between Soundblock and Owner under this Agreement shall at all times be that of independent contractors, and nothing contained herein shall render or constitute Soundblock and Owner joint venturers, partners, or agents of each other. This Agreement is made for the sole benefit and protection of the parties hereto and not for the benefit of any third party. No person or entity not a party to this Agreement shall have any rights hereunder, except to the extent expressly granted by Soundblock.

No failure by Soundblock to perform any of its obligations under this Agreement shall be deemed a breach of this Agreement, unless Owner has given Soundblock notice of such breach in reasonable detail, and such breach has not been cured within 30 days after the giving of such notice; provided that if such breach cannot reasonably be cured within such period due to reasons beyond Soundblock’s reasonable control, Soundblock shall not be in breach of this Agreement if it cures such breach within a reasonable period of time. In the event of a breach of this Agreement by Soundblock, Owner’s remedies shall be limited to monetary damages not to exceed any amounts paid by Owner to Soundblock for services and, accordingly, Owner shall not be entitled to terminate or rescind this Agreement or any of the rights granted to the Soundblock hereunder.

Owner’s use of the Service is subject to existing laws and legal process, and nothing contained in this Agreement shall limit Soundblock’s right to comply with governmental, court, and law-enforcement requests or requirements relating to Owner’s use of the Service or information provided to or gathered by Soundblock with respect to such use.

Owner acknowledges that the sale of the Products is speculative and agrees that Soundblock’s business judgment with regard to any matter affecting the sale, distribution and exploitation of the Products shall be binding and conclusive upon Owner. Accordingly, Owner shall not make any claim against Soundblock asserting that more Products could have been sold.

Soundblock shall have the right to assign this Agreement to any person or entity. This Agreement shall not be assignable by Owner, in whole or in part, and any such purported assignment shall be deemed null and void ab initio and without force or effect. This Agreement shall be binding upon and inure to the benefit of, and shall be enforceable by, each of the parties hereto and their successors, heirs, assigns and designees.

This Agreement shall be deemed to have been entered into in the State of Arizona and the validity, interpretation and legal effect of this Agreement shall be governed by the laws of the State of Arizona applicable to contracts entered into and performed entirely within the State of Arizona.
The parties hereto intend this Agreement as a final expression of their understanding and agreement with respect to the subject matter hereof and as a complete and exclusive statement of the terms thereof; this Agreement supersedes all prior and contemporaneous negotiations, understandings, and agreements between the parties hereto with respect to the subject matter hereof.

Nothing in this Agreement shall be construed to require the commission of any act contrary to law, and wherever there is a conflict between any provisions of this Agreement and any statute, law, ordinance, order or regulation contrary to which the parties hereto have no legal right to contract, such statute, law, ordinance, order or regulation shall prevail; provided that, in such event, (i) the provision of this Agreement so affected shall be limited only to the extent necessary to permit compliance with the minimum legal requirements, (ii) no other provisions of this Agreement shall be affected thereby, and (iii) all such other provisions shall remain in full force and effect. The parties hereto shall negotiate in good faith to replace any invalid, illegal or unenforceable provision (the “Invalid Provision”) with a valid provision, the effect of which comes as close as possible to that of the Invalid Provision.

No waiver by Soundblock, whether expressed or implied, of any provision of this Agreement or default hereunder shall affect Soundblock’s right to thereafter enforce such provision or to exercise the right or remedy set forth in this Agreement in the event of any other default, whether or not similar.

Words in the singular number shall include the plural, and vice versa. Whenever examples are used in this Agreement with the words “including,” “for example,” “e.g.,” “such as,” “etc. “ or any derivation thereof, such examples are intended to be illustrative and not in limitation thereof.

The paragraph headings herein are used solely for convenience and shall not be used in the interpretation or construction of this Agreement.

For the avoidance of doubt, Terms that by their meaning are intended to survive the Term, including the disclaimers of warranty and limitations and exclusions of liability and payment obligations contained under this Agreement, shall survive the Term.

24. Modifications:

Soundblock reserves the right, in its sole discretion, to modify any of the Terms (including the Charges), at any time, effective upon the date Soundblock posts new Terms on the Site. Owner’s continued use of the Service thereafter constitutes Owner’s binding acceptance of such new Terms. If any future modification of the Terms is not acceptable to Owner, Owner agrees to email Soundblock to have Soundblock delete the Owner’s Page and remove all of Owner’s Content from the Site within thirty (30) days of such notice.

25. Electronic Signatures Effective.

You represent and warrant that: (a) you have full legal authority to bind the applicable person or entity who is the Owner to these Terms; (b) you have read and understand this Agreement; (c) you are recognized as being able to form legally binding contracts under applicable law and authorized to use the credit card or other payment method used to purchase the Services; and (d) you agree on behalf of the Owner that Owner will comply with all Terms of this Agreement, the same to be applied to all recordings, films or other Owner Content registered to Owner’s account now or on a future date during the term of this Agreement. This Agreement is an electronic contract that sets out the legally binding terms of Owner’s purchase and use of the Services. Owner indicates its acceptance of the Agreement by clicking or checking the “I Accept” button in connection with Owner’s purchase of the Services from Soundblock. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. By clicking or checking the “I Accept” button, Owner agrees to the Terms contained or referenced in this Agreement. When Owner clicks or checks the “I Accept” button Owner also consents to have the Agreement provided to Owner in electronic form. Please print a copy of this Agreement for Owner’s records.

END OF EXHIBIT C

EXHIBIT D:  DEFINITIONS

Definitions: In addition to the definitions contained in the Non Exclusive Distribution Agreement and in the other Exhibits, the following capitalized words and phrases have the following meanings when used in this Agreement:

1.“Agreement”

means the Non Exclusive Distribution Agreement and the Exhibits attached hereto.

2.“Soundblock Party”

means each of Soundblock and its affiliates, subsidiaries, parents, licensors, suppliers, resellers and distributors, and the respective officers, directors, agents, employees of each of the foregoing entities.

3.“On-demand Supplied Merchandise”

means all tangible merchandise that Soundblock purchases on behalf of Owner in accordance with Exhibit B.

4.“Administrative Page”

means one or more web pages on the Site that Owner may only access through Owner’s login name and password.

5.“Album”

means a sound recording containing at least six (6) Masters.

6.“Artist”

means the recording artist or artists whose performances are contained on the Masters including the Featured Artist(s), including in the case of a Master recorded by (or a Video featuring) a musical group, each member of the group.

7.“Artist Identification”

means the following, whether used as of the Effective Date or at any later time during the Term: any and all of the legal and professional names of the Artist (including in the case of a musical group, the name of the group), Artist’s logos and designs, photographs and other likenesses of the Artist, Artist’s autograph(s), Artist’s voice and biographical materials relating to Artist.

8.“Artwork”

means all artwork (whether in the form of photographs, illustrations, drawings, designs, production files or otherwise) contained in the Owner’s Content.

9.”Artist Radio Channel”

means the promotional playing channel an Owner can create to promote and support any or all the Owner’s Content. Artist Radio Channels created by Owners that elect the Soundblock Free option do not pay Royalties for Site Customer use and are exclusively designed for promotional use only.

10.“Charges”

means all fees and charges, as determined by Soundblock in its sole discretion, that relate to Owner’s use of the Service.

11.“Claim”

means a claim, action, proceeding, suit or demand made by an Income Participant or any other third party related to any of Owner’s Content and/or any claim by a third party, which if true, would constitute a breach by Owner of any of the Terms.

12.“Clearance”

means a written license, release or other type of authorization to use or incorporate in the Owner’s Content any intellectual property owned or controlled by anyone other than Owner, for example, a copyrighted work (for example, Sampled Material), trademark, service mark, logo, name, likeness, autograph, biographical material or other intellectual property. Examples of such Clearances include Mechanical Licenses and Synchronization Licenses.

13.“Collateral”

means Soundblock’s inventory of Owner’s Merchandise (whether Owner-Supplied Merchandise or On-demand Supplied Merchandise on behalf of Owner) and any proceeds derived from the sale of such inventory.

14.“Compositions”

means the selections contained on the Masters, including spoken words as well as musical compositions.

15.“Controlled Compositions”

means the Compositions, or portions thereof, the copyright of which is exclusively owned throughout the universe by Owner.

16.“Copyright Management Information”

means the digital information conveying information regarding a digital Master or Video, including the name of the author, copyright owner and performer of the digital Master or Video, the title of the applicable digital Master or Video, the name of the Composition and the Owner’s name, which information shall be subject to the protection of Title 17, Section 1202 of the United States Copyright Law.

17.”Digital Distribution”

means direct or indirect sales by Soundblock to a Site Consumer of Digital Content in a digital format (e.g., .WAV, .MOV, OGG and .MP3 files) via digital downloading or secure playing.

18.“Digital Content”

means Singles and Albums solely containing Owner’s Content that are Uploaded to the Site .

19.“Digital Royalty”

means 100% of Net Receipts from Digital Content sold directly through the Site.

20.“Discounts”

mean rebates, adjustments, settlements, allowances, credits, and other types of discounts, as determined by Soundblock in its sole discretion.

21.“Distribution Services”

means the following distribution services provided by Soundblock to Owner: (i) Digital Distribution; (ii) Physical Distribution; (iii) solicitation, acceptance and processing of orders for Digital Content or Merchandise by the Site Customer, (iv) inventory control and warehousing of Merchandise, (v) invoicing and collection to and from Site Customers, and (vi) processing and issuance of credits to Site Customers.

22.“Effective Date”

means the date Owner pays to activate the first sale of a Featured Record.

23.“Exhibit”

means an exhibit attached to the Non Exclusive Distribution Agreement (for example, this Exhibit D).

24.“Featured Artist”

means the recording artist or actor or artists and actors whose performances are featured on the Masters, including in the case of a Master recorded by a musical group, each member of the group and the group itself.

25.“Featured Record”

has the meaning set forth in paragraph 2 of Exhibit A.

26.“Fee”

means monies charged by Soundblock to Owner to use the Service.

27.“Footage”

means music videos and other recorded motion pictures (including the audio portion thereof for audiovisual footage), Uploaded by Owner to the Site and/or contained in the Physical Records.

28.“Force Majeure Event”

has the meaning set forth in paragraph 21 of Exhibit C.

29.“Gross Receipts”

means monies paid or credited to Soundblock from the sales of Digital Records, Physical Records and Merchandise net of all Discounts and taxes included in the price, and excluding all shipping and handling charges.

30.“Income Participant”

means a person or entity who is entitled to a royalty or other payment with respect to the exploitation or other use of any of the Owner’s Content (for example, the Artist, the producer of a Master, a Society, a record label, an assignee, a music publisher, a union or guild, or a photographer, designer or licensor of Artwork).

31.“Listen”

means one complete playback of any Master [or Video, as applicable], Uploaded to the Site by a registered Site user, as determined by Soundblock in its sole discretion.

32.“Masters”

means sound recordings solely containing Owner’s Content that are Uploaded by Owner to the Site.

33.“Mechanical License”

means a license to reproduce and distribute a Composition contained on a Master.

34.“Merchandise”

means any On-demand Supplied Merchandise and any Owner-Supplied Merchandise, which Soundblock agrees to distribute pursuant to this Agreement.

35.“Merchandise Royalty”

means an amount equal to 100% of the Net Receipts from Merchandise if Owner elects to have Soundblock print and fulfill the Finished Goods for Owner.

36.“Merchandise Set-Up Fee”

means the one-time fee for each product listing.

37.”Net Receipts”

means amounts actually received by Soundblock from a sale that originated from the Site of the applicable Product by a Site Customer, less amount of actual Fees, Returns, Reserves or any other monies applied to Owner’s account for the purposes of marketing, promotion or advances.

38.“New Artwork”

means all artwork (whether in the form of photographs, illustrations, content, images, drawings, designs, so-called clip art or otherwise) developed by or on behalf of Soundblock for Merchandise at the request of Owner pursuant to Exhibit B. For the avoidance of doubt, New Artwork shall not include any existing Artwork or Owner’s Content provided by Owner to Soundblock.

39.“Non-Controlled Compositions”

means all Compositions that are not Controlled Compositions.

40.“Owner’s Content”

means everything Uploaded by Owner to the Site or contained on or in the Digital Content and/or the Merchandise, including the Masters, Singles, Albums, Footage, Artwork, Text and Owner’s Marks (including any metadata contained in any of the foregoing).

41.“Owner’s Marks”

means an name, trademark, service mark, logo or other identification used by Owner, whether as of the Effective Date or at any time during the Term.

42.“Owner’s Page”

has the meaning set forth in paragraph 2 of Exhibit A.

43.“Owner-Supplied Merchandise”

means all tangible, salable merchandise in “retail ready” form and shipped by Owner to Soundblock for distribution pursuant to Exhibit B.

44.“Parental Advisory Warning”

means the following notice to consumers that recordings identified by the logo below may contain strong language or depictions of violence, sex or material substance abuse, and that parental guidance is advised.

45.“Parties”

means Soundblock and Owner.

46.“Physical Distribution”

means direct sales by Soundblock to a Site Consumer of Merchandise via physical distribution and shipping services to a Site Customer’s designated address.

47.“Plans”

means the Simple Distribution, Blockchain Reporting, Blockchain Collaboration and Blockchain Enterprise Plans described in Exhibit A.

48.“Pre-Programmed Radio Channels”

means the playing audio and video channels that contain Featured Master playlists built by Soundblock and its affiliates.

49.“Products”

means all products that may be sold by Soundblock under this Agreement, including but not limited to Digital Content and Merchandise.

50.“Release Date”

means the first non-holiday Tuesday that occurs after the date the Owner’s Page is activated on the Site.

51“Reserves”

means a reserve established by Soundblock against Returns, as determined by Soundblock in its sole discretion.

52.“Returns”

means any Merchandise returned to Soundblock for any reason, all Digital Content and other Products for which Soundblock elects to refund payment to the customer, and all canceled credit card payments.

53.“Royalties”

means the Digital Royalty, Merchandise Royalty and Streaming Royalty, collectively.

54.“Royalty Cap”

means the amount equal to the lesser of (a) $1.00 multiplied by the number of Masters on the applicable Album, or (b) $10.00.

55.“Sampled Material”

means pre-existing material (including recordings and Compositions and portions thereof) that is owned and/or controlled by any person or entity other than Owner or the Artist.

56.“Sell-Off Period”

means the 6-month sell-off period commencing upon the end of the Term.

57.“Service”

has the meaning set forth in Section A of the Non Exclusive Distribution Agreement.

58.”Set-Up Fee”

means the fee payable to Soundblock by the Owner for the Blockchain Reporting, Blockchain Collaboration and Blockchain Enterprise Plans and if the Owner elects, as applicable, to have Soundblock distribute Merchandise in accordance with Exhibit A.

59.“Single”

means a sound recording containing one (1) Master.

60.“Site”

means the Internet websites and applications, including but not limited to, [www.Soundblock.com] and [www.arena.store] and [www.arenamusic.com].

61.“Site Customer”

means a person who purchases a Product from the Owner’s Page or other third party pages the Service contracts with.

62.“Society”

means a copyright collection agency, licensing agency, copyright collecting society, performing rights society or similar organization (such as ASCAP, BMI, SESAC in the United States) that has the legal authority to license copyrighted works and collection royalties as part of compulsory licensing or individual licenses negotiated on behalf of its members.

63.“Streaming Royalty”

means an amount equal to 100% of the Net Receipts from streaming services and Sites.

64.“Subscriber Radio Channels”

means the custom channels and playlists Site visitors can create using Featured Masters placed on the Site.

65.“Surplus Units”

means more than a six (6)-month supply (as determined in Soundblock’s good faith business judgment) of units of a particular item of any Owner-Supplied Merchandise.

66.“Synchronization License”

means a license to reproduce and distribute a Composition in the soundtrack of an audiovisual work and to publicly perform the Composition as contained in that work (excluding those public performance rights customarily granted by a Society).

67.“Term”

means the term of this Agreement.

68.“Terms”

mean the terms and conditions of this Agreement, existing as of the Effective Date or as modified thereafter.

69.“Text”

means all words, phrases, slogans, names, symbols, trademarks, service marks, and logos (in addition to the Owner’s Marks) Uploaded by Owner to the Site and/or contained on the CDs and/or the Merchandise, including the Artist Identification, liner notes, and credits.

70.“Upload”

means the posting, uploading, inputting, providing, submitting or otherwise transmitting Owner’s Content to Soundblock.

71.”Video”

means a music video containing promotional material and Owner’s Content, which is Uploaded by Owner to the Site.

END OF EXHIBIT D