CRUX GLOBAL DISTRIBUTION

TERMS & CONDITIONS

Acknowledgment of Rights

BY UPLOADING YOUR MASTER/S OF THE RECORDING(S) (THE RECORDING(S)) TO THE CRUX GLOBAL DISTRIBUTION PLATFORM YOU ARE ACKNOWLEDGING AND WARRANTING THAT YOU OWN OR CONTROL THE COPYRIGHT AND ALL OTHER RIGHTS IN AND TO YOUR RECORDING(S) AND AGREE TO THE FOLLOWING TERMS AND CONDITIONS.

Rights Granted

YOU HEREBY GRANT CRUX GLOBAL DISTRIBUTION (THE “DISTRIBUTOR”) THE WORLDWIDE (THE “TERRITORY”) EXCLUSIVE RIGHTS TO:

I) SELL, COPY, DISTRIBUTE, PERFORM, SUBLICENSE, MONETIZE AND OTHERWISE EXPLOIT THE RECORDING(S) VIA ANY AND ALL FORMS OF SUCH DISTRIBUTION, INCLUDING DIRECT TO RETAILERS, DIGITAL SERVICE PROVIDERS, DIRECT TO CONSUMERS, AND TO OTHERS OF ANY DESCRIPTION THAT EXPLOIT SOUND OR AUDIOVISUAL RECORDING(S) BY ANY AND ALL NON-PHYSICAL MEANS AND MEDIA (WHETHER NOW KNOWN OR EXISTING IN THE FUTURE) AS SELECTED BY THE DISTRIBUTOR IN ITS DISCRETION (“OUTLETS”), INCLUDING AS EMBODIED IN SO-CALLED “USER-GENERATED CONTENT” AND “ART TRACKS” (SUCH AS VIA YOUTUBE).

II) AS YOUR EXCLUSIVE COPYRIGHT OWNER AGENT, LICENSEE AND REPRESENTATIVE, REGISTER THE RECORDING(S) WITH AND COLLECT INCOME FROM THE RECORDING(S) FROM ALL APPLICABLE COLLECTIVE RIGHTS OR LICENSING ORGANISATIONS AND SOUND RECORDING COLLECTION SOCIETIES, SUCH AS SOUNDEXCHANGE, PPL AND OTHERS THROUGHOUT THE TERRITORY (“SOCIETIES”), INCLUDING FOR PERFORMANCE, BROADCASTING, NEIGHBOURING RIGHTS, AND SYNCHRONISATION AND DUBBING RIGHTS, TO THE EXTENT ADMINISTERED BY SOCIETIES OR AS OTHERWISE AUTHORISED BY STATUTE, INDUSTRY AGREEMENT OR OTHERWISE.

III) AUTHORISE SOCIETIES TO LICENCE THE RECORDING(S) FOR PUBLIC PERFORMANCE, BROADCASTING, RE-USE, RETRANSMISSION, SYNCHRONISATION, DUBBING AND MAKING AVAILABLE TO THE PUBLIC SUCH RECORDING(S);

IV) TO PROCURE SYNCHRONISATION LICENCES SUBJECT TO YOUR APPROVAL AND THE ROYALTY AND ACCOUNTING PROVISIONS SET FORTH HEREIN.

Consents

YOU HEREBY GRANT THE DISTRIBUTOR ALL NECESSARY CONSENTS REQUIRED BY LAW IN ORDER TO EXPLOIT THE RECORDING(S) AND ASSOCIATED ARTWORK ACCORDING TO THE AGREED RIGHTS HEREIN, FOR THE AVOIDANCE OF DOUBT ALL PUBLISHING RIGHTS ARE TO BE RETAINED BY THE ORIGINAL SONGWRITERS AND PUBLISHERS.

YOU HEREBY GRANT THE DISTRIBUTOR THE NON-EXCLUSIVE RIGHT AND LICENCE TO USE YOUR NAME (PROFESSIONAL AND PERSONAL), IMAGE, LIKENESS, PHOTOGRAPHS, BIOGRAPHICAL MATERIAL RELATING TO YOU AND ALBUM/SINGLE AND PRODUCTION ARTWORK, VIDEO STILLS AND THUMBNAIL IN CONNECTION WITH THE EXPLOITATION OF THE RECORDING(S).

Term

THE TERM OF THIS AGREEMENT SHALL BE FOR A PERIOD OF 2 YEARS FROM THE DATE OF WRITTEN NOTICE BY YOU TO DISTRIBUTOR TO TERMINATE THE RIGHTS YOU HAVE GRANTED HEREIN IN RESPECT OF THE RECORDING(S) (AS APPLICABLE TO EACH RESPECTIVE RECORDING) IN THE TERRITORY (“TERM”).

THE DISTRIBUTOR MAY TERMINATE THE TERM OR REMOVE THE RECORDING(S) FROM THE PLATFORM AT ITS SOLE DISCRETION WITHOUT NOTICE TO YOU.

Assets Submission Requirements

ARTISTS ARE REQUIRED TO SUBMIT QUALITY PRESS IMAGES AND ALL OTHER REQUIRED ASSETS AT THE TIME OF CONTENT INGESTION. THE REQUIRED ASSETS MAY INCLUDE, BUT ARE NOT LIMITED TO, COVER ART, METADATA, PROMOTIONAL MATERIALS, AND ANY OTHER ASSETS SPECIFIED DURING THE ONBOARDING PROCESS.

RELEASE DATE ENTITLEMENT: FAILURE TO PROVIDE THE REQUIRED PRESS IMAGES AND ASSETS AT THE TIME OF INGESTION WILL RESULT IN THE POTENTIAL DELAY OF YOUR CHOSEN RELEASE DATE. THE RELEASE DATE MAY BE RESCHEDULED AT THE DISCRETION OF OUR TEAM BASED ON ASSET SUBMISSION.

PLAYLIST PITCHING: INCOMPLETE ASSET SUBMISSION WILL ALSO DISQUALIFY YOUR CONTENT FROM BEING PITCHED TO PLAYLISTS AND OTHER PROMOTIONAL OPPORTUNITIES. PROPER SUBMISSION OF ALL ASSETS IS ESSENTIAL FOR US TO EFFECTIVELY MARKET AND PROMOTE YOUR RELEASE.

Royalty and Accounting

DISTRIBUTOR SHALL OPERATE ONE ACCOUNT WITH RESPECT TO ARTIST’S RECORDING(S) AND ALL COSTS AND EXPENSES INCURRED BY DISTRIBUTOR HEREUNDER. YOU SHALL EACH RECEIVE 80% OF NET REVENUE.

NET REVENUE SHALL MEAN GROSS MONIES SPECIFICALLY DIRECTLY AND IDENTIFIABLY ATTRIBUTABLE TO THE EXPLOITATION OF YOUR RECORDING(S) HEREUNDER LESS THIRD PARTY DISTRIBUTION FEE, VAT OR SIMILAR SALES TAXES RECEIVED, ALL TAXES REQUIRED TO BE APPLIED OR WITHHELD, AND EXPENSES.

GROSS MONIES SHALL EXCLUDE ANY SO-CALLED “LABEL’S SHARE” OF PUBLIC PERFORMANCE INCOME AND NEIGHBOURING RIGHTS INCOME (WHICH DISTRIBUTOR SHALL BE ENTITLED TO RETAIN FOR ITS OWN, SOLE ACCOUNT) AND THE SO-CALLED “PERFORMER’S SHARE” OF PUBLIC PERFORMANCE INCOME (WHICH YOU SHALL BE ENTITLED TO RETAIN).

“EXPENSES” MEANS ALL BONA FIDE THIRD-PARTY EXPENSES INCURRED BY DISTRIBUTOR HEREUNDER WHICH DISTRIBUTOR SHALL BE REIMBURSED BY DEDUCTION ‘OFF THE TOP’ IN THE CALCULATION OF NET REVENUE.

DISTRIBUTOR WILL ACCOUNT THE NET REVENUE POSITION WITHIN NINETY (90) DAYS OF 30 JUNE AND 31 DECEMBER.

ALL SUMS PAYABLE HEREUNDER SHALL BE SUBJECT TO THE DEDUCTION OR WITHHOLDING OF ALL TAXES REQUIRED TO BE DEDUCTED OR WITHHELD UNDER THE LAWS OF ANY COUNTRY OR TERRITORY AND TO THE EXCHANGE CONTROL REGULATIONS OF ANY COUNTRY OR TERRITORY FROM WHICH THOSE PAYMENTS EMANATE.

Upstreaming

DISTRIBUTOR SHALL RETAIN THE RIGHT TO OFFER YOU THE OPTION TO UPSTREAM YOUR RECORDING(S) ANYTIME DURING THE TERM.

UPSTREAMING INCLUDES SUPPORT FROM DISTRIBUTOR’S LABEL TEAM (INCLUDING PROMOTION AND MARKETING).

DISTRIBUTOR SHALL NOTIFY YOU OF ANY SUCH OPTION TO UPSTREAM, ANY SUCH UPSTREAM SHALL BE SUBJECT TO SEPARATE TERMS AND CONDITIONS WHICH SHALL BE PROVIDED TO YOU.

Fraudulent Practices

YOU WILL NOT, AND WILL NOT AUTHORISE OR ENCOURAGE ANY THIRD PARTY TO, DIRECTLY OR INDIRECTLY GENERATE STREAMS OR QUERIES, OR GENERATE IMPRESSIONS OF OR CLICKS ON ANY AD(S), THROUGH ANY AUTOMATED, DECEPTIVE, FRAUDULENT OR OTHER INVALID MEANS, INCLUDING BY WAY OF REPEATED MANUAL CLICKS, THE USE OF “BOTS” OR OTHERWISE.

YOU ACKNOWLEDGE THAT DOING SO MAY RESULT IN THE REMOVAL OF SOME OR ALL OF YOUR RECORDING(S) FROM OUTLETS, AS WELL AS THE WITHHOLDING OF ROYALTIES BY SUCH OUTLETS.

IN ADDITION, IN NO EVENT WILL YOU REPRESENT YOURSELF AS DISTRIBUTOR’S REPRESENTATIVE, OR USE ANY OF ITS TRADEMARKS WITHOUT EXPRESS PERMISSION, OR REPRESENT YOURSELF AS AFFILIATED OR CONNECTED WITH DISTRIBUTOR IN ANY WAY THAT IS NOT ACCURATE, WHETHER IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE, BUT BOTH YOU AND DISTRIBUTOR MAY ACCURATELY STATE THAT YOUR RECORDING(S) ARE “DISTRIBUTED BY CRUX GLOBAL.”

Representation, Warranties and Indemnity

You undertake, represent and warrant that you have the full right and authority to enter into this agreement and to grant the rights contained herein. You have the full authority to act on behalf of any and all owners of any right, title or interest in and to the recording(s), your Metadata and your cover artwork.

You own or control the rights necessary to make the grant of rights under these terms and conditions and the exercise of such rights by the distributor shall not violate or infringe the rights of any third-party.

All The Costs And Expenses (Including Any Royalty Payment To Third Party Rights Holders) Related To Your Recording(S), Your Metadata An Your Cover Artwork Were Or Will Be Paid In Full An In No Event Shall Distributor Be Held Responsible For Any Payment Of Any Amounts Related Thereto.

YOU HAVE ACQUIRED OR WILL ACQUIRE PRIOR TO DELIVERY TO DISTRIBUTOR, IN WRITING, FROM ALL ARTISTS AND MUSICIANS WHO HAVE PERFORMED ON YOUR RECORDING(S) THE RIGHTS NECESSARY TO MAKE THE GRANT OF RIGHTS UNDER THIS AGREEMENT AND YOU HEREBY GRANT TO DISTRIBUTOR ALL SUCH AUTHORISATION AND CONSENTS. YOU HEREBY WAIVE AND/OR IRREVOCABLY AGREE NOT TO ASSERT ANY AND ALL SO-CALLED MORAL RIGHTS YOU MAY HAVE IN THE RECORDING(S), SAVE FOR THE RIGHT TO PATERNITY.

The Materials (which shall include without limitation all Materials furnished or selected by you or by any third party engaged or selected by you or on your behalf), YOUR Professional Name, and the use thereof will not violate any law or infringe upon or violate the rights of any party;

The Compositions performed IN THE RECORDING(S) will be neither defamatory nor criminally obscene nor infringe nor violate the rights of any party;

YOU INDEMNIFY DISTRIBUTOR AND HOLD DISTRIBUTOR HARMLESS FROM AND AGAINST ANY AND ALL REASONABLE LOSSES, DAMAGES AND COSTS, INCLUDING INTERNAL DISTRIBUTOR ADMINISTRATIVE COSTS AND REASONABLE LEGAL FEES ARISING OUT OF OR BY REASON OF ANY AGREED OR ADJUDICATED CLAIM THAT IS INCONSISTENT WITH OR ARISING OUT OF OR BY REASON OF ANY BREACH OF THE REPRESENTATIONS, WARRANTIES, GRANTS, UNDERTAKINGS OR AGREEMENTS GIVEN UNDER THESE TERMS AND CONDITIONS. IF DISTRIBUTOR HAS ANY CLAIM AGAINST YOU UNDER THESE TERMS AND CONDITIONS, DISTRIBUTOR ARE ENTITLED TO WITHHOLD FROM ANY SUMS PAYABLE TO YOU UNDER THESE TERMS AND CONDITIONS ANY AMOUNT REASONABLY SUFFICIENT TO MEET SUCH CLAIM, INCLUDING RELATED DAMAGES AND COSTS.

No EXPLOITATION OF THE RECORDING(S), ARTWORK AND OTHER ACCOMPANYING MATERIAL SUPPLIED BY YOU will violate any law or regulation of any country, or infringe upon or violate the rights of any person or entity. Other than as specifically provided in this Agreement, DISTRIBUTOR will not be required to make any payments of any nature for or in connection with the exercise or exploitation of rights by DISTRIBUTOR under this Agreement. All information you provide to DISTRIBUTOR is accurate, including (to the extent you confirm it as accurate) any metadata or other information gathered by DISTRIBUTOR. No prior security interest or lien of any kind exists in the RECORDING(S), ARTWORK AND OTHER ACCOMPANYING MATERIAL SUPPLIED BY YOU. No party other than DISTRIBUTOR has any right to use the Recording(s) for making, promoting or marketing Records and Any future grant of rights with respect to Properties will be subject to DISTRIBUTOR’s rights hereunder.

Indemnification

YOU SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS DISTRIBUTOR AND ITS AFFILIATES AND EACH OF THEIR RESPECTIVE LICENSEES, SUCCESSORS AND ASSIGNS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (COLLECTIVELY, “DISTRIBUTOR INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL DAMAGES, LIABILITIES, LOSSES, DEFICIENCIES, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, PENALTIES, FINES, COSTS OR EXPENSES (INCLUDING LEGAL COSTS AND ATTORNEYS’ FEES) (COLLECTIVELY, “LOSSES”) ARISING OUT OF OR CONNECTED TO ANY CLAIM, SUIT, DEMAND, ACTION OR PROCEEDING IN ANY WAY RELATED TO YOUR BREACH OF THE WARRANTIES, REPRESENTATIONS OR COVENANTS MADE BY YOU HEREIN OR ALLEGATIONS WHICH, IF TRUE, WOULD CONSTITUTE A BREACH OF ANY OF THE WARRANTIES, REPRESENTATIONS OR COVENANTS MADE BY YOU HEREIN (EACH, A “CLAIM”). YOU SHALL REIMBURSE DISTRIBUTOR, ON DEMAND, FOR ANY PAYMENT MADE BY THE DISTRIBUTOR INDEMNIFIED PARTIES (OR ANY OF THEM) AT ANY TIME WITH RESPECT TO ANY LOSSES TO WHICH THE FOREGOING INDEMNITY APPLIES, AND, WITHOUT LIMITING ANY OF DISTRIBUTOR’S OTHER RIGHTS OR REMEDIES HEREUNDER, THE DISTRIBUTOR INDEMNIFIED PARTIES MAY DEDUCT ANY AMOUNT NOT SO REIMBURSED BY YOU FROM ANY MONIES THE DISTRIBUTOR INDEMNIFIED PARTIES (OR ANY OF THEM) OWE YOU, WHETHER HEREUNDER OR OTHERWISE. PENDING THE DETERMINATION OF ANY CLAIM, THE DISTRIBUTOR INDEMNIFIED PARTIES MAY, AT THEIR ELECTION, WITHHOLD PAYMENT OF ANY MONIES OTHERWISE PAYABLE TO YOU HEREUNDER OR UNDER ANY OTHER AGREEMENT BETWEEN YOU AND ANY OF THE DISTRIBUTOR INDEMNIFIED PARTIES IN AN AMOUNT THAT DOES NOT EXCEED YOUR POTENTIAL LIABILITY TO THE DISTRIBUTOR INDEMNIFIED PARTIES. DISTRIBUTOR SHALL NOTIFY YOU OF ANY ACTION COMMENCED ON ANY CLAIM HEREUNDER, PROVIDED THAT DISTRIBUTOR WILL HAVE NO OBLIGATION TO GIVE YOU SUCH NOTICE IF YOU ARE NAMED AS A PARTY TO THE APPLICABLE ACTION. YOU SHALL COOPERATE FULLY WITH THE DISTRIBUTOR INDEMNIFIED PARTIES IN THE DEFENSE OF ANY CLAIM HEREUNDER. YOU MAY PARTICIPATE IN THE DEFENSE OF ANY SUCH CLAIM THROUGH COUNSEL OF YOUR SELECTION AT YOUR OWN EXPENSE, BUT THE DISTRIBUTOR INDEMNIFIED PARTIES MAY AT ALL TIMES, IN THEIR SOLE DISCRETION, RETAIN OR RESUME CONTROL OF THE DEFENSE OF SUCH CLAIM.

Law and Jurisdiction

THESE TERMS AND CONDITIONS ARE SUBJECT TO THE LAWS AND JURISDICTION OF THE REPUBLIC OF GHANA AND ITS COURTS.