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Internet Distribution Agreement:
INTERNET DISTRIBUTION AGREEMENT (Digital Master Use License) An agreement between Mood Player (“Distributor”) and you (“Licensor”) for Distributor to distribute for sale to the public, via the internet, licensed master recordings owned by Licensor. 1. GRANT OF RIGHTS: Licensor hereby grants to Distributor, for the Term of this Agreement the non exclusive right to electronically distribute in the universe (“Territory”), in and to the licensed master recordings embodying the compositions set for on Exhibit “A” attached (hereinafter referred to individually and collectively as “Licensed Master(s)”) including but not limited to the following: (a) The non exclusive right and license during the Term throughout the Territory to make, cause or otherwise effect Digital Audio Transmissions and Digital Phonorecord Deliveries of the Licensed Master(s) through Electronic Distribution, including, without limitation, the right to couple any of the Licensed Master(s) with recordings other than the Licensed Master(s). (b) The non-exclusive right in the Territory to use and publish and to permit others to use and publish the names, approved likenesses and photographs of all persons who performed in the recording of the Licensed Master(s), in connection with the rights of Electronic Distribution of the Licensed Master(s). (c) Licensor also authorizes Distributor’s customers to make copies of the Licensed Masters Electronically Distributed by Distributor for personal use, including the right to copy the Licensed Masters as Electronically Distributed onto CDs, DVDs, MP3 Players, desktop and laptop computers and other digital and electronic formats both invented and invented in the future. (d) The license granted herein includes the right to use portions of the Licensed Master(s) up to sixty (60) seconds or less to allow customers to listen to the Licensed Master(s) before purchasing. (e) The term “Electronic Distribution” as stated herein for the purposes of this Agreement shall not include: Any and all mediums of traditional and/or physical mediums of product distribution now known or to be known or invented in the future including but not limited to: cassette tape(s), DAT (digital audio tape(s)), CD(s) (compact discs) and vinyl. Distributor does not now and will not in the future handle, sell or transfer the Licensed Master(s) for Licensor on any of the aforementioned “physical” product mediums mentioned in this paragraph for profit unless an express written Agreement, separate and unrelated to this Agreement is made between the said parties. (f) The non-exclusive Electronic Distribution/Digital Transfer through Distributor shall have no force or effect on any physical product distribution agreements that Licensor has in effect now or in the future. Distributor is dealing in the sale of virtual music product only, Licensor is free to pursue within the boundaries set out herein, any and all other means of physical product distribution of product through all traditional mediums not involving digital sale/transfer. 2. TERM: The initial term of this Agreement (“Term”) shall consist of a period of ten (10) years commencing on the date hereof. The agreement can be cancelled at any time by either party. The Licensor’s property would be removed from sale within seven (7) working days. However, the Distributor will continue to provide the Licensor’s recordings to any past purchasers. The Licensor hereby agrees to display a link on their main website – linking directly to a page specified by the Distributor. This link must be less than two (2) levels from the website’s homepage. 3. COMPENSATION: In full consideration of the due performance of all the terms and provisions to be performed by the parties stated herein and for all the rights granted to Distributor and/or its assignees shall pay to Licensor fifty percent (50%) of the Net Income received for each Electronic Copy or Record sold and paid for in the Territory in lawful U.S. currency (the “Royalty”). No payment shall be made by Distributor to Licensor for Electronic Copies of the Licensed Master(s) or Record if payment has not been received by Distributor. (a) For purposes of this Agreement, “Net Income” shall mean gross dollars actually received by Distributor for each Electronic Copy delivered by download or each Phonorecord sold and delivered less only the following costs and fees incurred in connection with such deliveries, and only to the extent incurred: Transaction processing fees, such as credit card transaction fees and other electronic commerce processing, patent royalties or other fees, payable to or retained by unaffiliated third parties in connection with effecting a transaction or transmission, if any; Sales tax, if any; Returns and credits, including, but not limited to, those on account of defective merchandise, errors in billing, and errors in transmission, if any; Mechanical royalties, if any; Public performance fees, if any; Union, guild or third party fees that may be required by contract or the Copyright Act, if any; and Internet advertising and promotion costs, such as banner ads on other websites to promote the Licensed Master(s), if any, provided that such costs shall not exceed 10% of gross revenues; Net Income shall not include, and no royalties shall be payable to Licensor on, any Licensed Master(s) or Record reproduced, distributed, performed, displayed, broadcast, delivered or transmitted on a “free” or “no charge” basis. Without limiting the generality of the foregoing, any and all Licensed Master(s) and Controlled Compositions shall be and are hereby licensed to Distributor on a royalty-free basis for the purpose of making, causing or effecting Digital Deliveries and Digital Transmissions of the Licensed Master(s) for promotional purposes, such as, for example, radio broadcast-like webcasts or interactive audio or audiovisual “streaming” transmission of Licensed Master(s), or of a portion of a Licensed Master(s), for the purpose of allowing consumers to listen to the Licensed Master(s) in connection with the consumer’s decision whether to purchase an electronic distribution thereof or other promotional purpose. Shipping and handling charges expended by Distributor to ship Records to any retail customer. 4. DISTRIBUTION NOTICE: The aforesaid Licensed Master(s) shall be sold electronically and distributed under the name of the Licensor and all electronic copies shall bear the words “electronic distribution by Distributor” and that phrase shall be electronically fixed/attached to Licensed Master(s) for all purposes of electronic commerce/distribution. 5. PAYMENT; AUDIT RIGHTS: (a) All payments which shall be made to Licensor may be made personally or by depositing the same, postage prepaid, in any box, chute or other receptacle authorized by the United States Post Office for mail, addressed to you at the address specified herein; or made by direct electronic bank transfer if Licensor so desires. Royalty payments shall be made on an basis to be agreed between Licensor and Distributor. (b) At any time within two (2) years after a royalty statement is submitted to Licensor by Distributor, Licensor or Licensor’s authorized representatives shall have the right to audit Distributor’s books and records, but only with respect to such statements and payments. Audits shall occur at times mutually agreed to between Distributor and Licensor during regular business hours and at Distributor’s regular business address. Licensor shall conduct an audit no more than once during any calendar year, and no more frequently than twelve (12) months intervening each audit. Any failure to give written notice or objection within the two (2) year period from the date of the statements and payments to Licensor shall bar any further objections by Licensor. Licensor, in that situation, shall be foreclosed from maintaining any action, claim, or proceeding against Distributor on those statements and payments. 6. DEFINITIONS: (a) The term “Digital Audio Transmission” shall mean a transmission that embodies a sound recording including the performance thereof. The term “Digital Phonorecord Delivery” shall mean each individual delivery of a phonorecord by digital transmission of a sound recording, which results in a specifically identifiable reproduction by or for any transmission recipient of a phonorecord of that sound recording. (b) The term “Electronic Distribution,” for the purposes of this Agreement, shall be deemed to include: all transcriptions, duplications, encoding or any other method, now known or hereafter devised, which can now or may be used in the future to duplicate the said performances/recordings Licensed Master(s) stated herein with specific emphasis being on but not limited to, Electronic Distribution mediums and automated retailing systems which use the “Internet” “World Wide Web” or electronic bulletin board services to distribute/sell music product and particularly the stated recordings/performances Licensed Master(s), and to include Electronic Distribution through any and all methods of Electronic Distribution, including wireless satellite transfer of said Licensed Master(s) for profit. 7. WARRANTIES: Artist warrants that: Licensor is free to enter into and abide by the terms of this Agreement; Licensor is the sole owner or licensor of the Licensed Master(s) and of all the performances embodied thereon; (c) None of the Licensed Master(s) licensed under this Agreement, their contents, or Distributor’s distribution of the Licensed Master(s) during the Term of this Agreement shall interfere or infringe under common law or statutory law with the rights of any other party, including without limitation, contract rights, copyrights and rights of privacy, and Licensor has obtained all necessary clearances and permissions; (d) Licensor has the right to grant non exclusive Electronic Distribution rights and licenses and to make each and all of the grants herein made to Distributor; (e) No other person, firm or corporation has any right, title or interest in or to the Licensed Master(s) or any copies or duplicated thereof, inconsistent with the terms of this Agreement, except as specified and duly stated herein; (f) Licensor has not nor will act in any manner inconsistent with Distributor’s rights given or grants made in this Agreement; and (g) There are no liens, encumbrances and/or obligations upon or in connection with the Licensed Master(s) or with the performance not specifically set for herein. (h) Licensor’s representations and warranties are true as of the date of this Agreement and shall remain true for as long as Distributor and it licensees and assigns have any interests or rights under this Agreement. 8. INDEMNIFICATION: Licensor agrees to indemnify, save and hold Distributor harmless from any costs, expenses, attorneys’ fees, losses or damages, arising out of or connected with: (a) Any claim by an third party that is inconsistent with any of the warranties or representations made by Licensor in this Agreement; and (b) Any material breach by Licensor of this Agreement or any other representations or warranties made by this Agreement. (c) Licensor will reimburse Distributor on demand for any claims, damages, expenses (including reasonable attorney’s fees) costs, and payments made by Distributor arising out of the foregoing indemnity. Distributor also may recoup such payments from accrued royalties due Licensor under this Agreement. Distributor may place a freeze on the payment of such royalties pending the resolution of such claim or breach. Such freeze shall be in an amount reasonably related to the amount of the claim and reasonable attorneys’ fees, costs and expenses. 9. MISCELLANEOUS: (a) The waiver, amendment or modification of any provision of this Agreement or of any right, power or remedy hereunder shall not be effective unless in writing and signed by the party against whom enforcement of such waiver, amendment or modification is sought. No failure or delay by any party in exercising its respective right, power or remedy with respect to any of the provisions of this Agreement shall operate as a waiver. (b) This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written of the parties, and there are no warranties, representations and/or agreements among the parties in connection with the subject matter except as specifically set forth and referred to in this Agreement. This Agreement is not effective until signed by authorized representatives of Distributor and Licensor. (c) All the terms and provisions of this Agreement shall be binding upon and for the benefit of the parties and their successors and assigns and legal representatives. (d) The validity, construction and performance of this Agreement and the legal relations among the parties to this Agreement shall be governed by and construed within local law - excluding that body of law applicable to choice of law. In the event any provision of this Agreement or the application of any such provision shall be held by a tribunal of competent jurisdiction to be contrary to law, the remaining provisions of the Agreement shall remain in full force and effect. (e) This Agreement shall not be construed as creating a partnership between the parties nor to create any other form of legal association that would impose liability upon one party for the act or failure to act of another party. (f) If any legal action, arbitration, or any other proceeding is brought for the interpretation or enforcement of this Agreement because of any alleged dispute, breach, default or misrepresentation in connection with any provision of this Agreement, the prevailing party shall be entitled to recover from the other party the prevailing party’s reasonable attorneys and accounting fees and costs incurred in such proceeding, together with any other relief to which the prevailing party may be entitled. (g) A party breaching this agreement (the “Breaching Party”) will only be in breach of this Agreement if the other party gives the Breaching Party notice of the breach and the Breaching Party does not cure the breach within thirty (30) days after the date of the notice.

I agree to the conditions set out above: