NEPHILUM MUZICC, LLC

Digital Music Distribution Agreement

THIS AGREEMENT (the “Agreement”) is made on the date this Agreement is signed by Client (the "Effective Date") by and between Nephilum Muzicc, LLC d/b/a Nephilum Distribution, a limited liability company registered in the State of Florida and with an address of 1910 Madison Avenue, #2257, Memphis, TN 38104 ("Nephilum"), and the client, whose legal and performing names are listed at the end of this Agreement (“Client”).

Services: Pursuant to the terms of this Agreement, Nephilum agrees to provide the following services (the “Services”): (a) distribute and license the Content (defined below) to third parties that sell, distribute, transmit, stream, perform, or otherwise exploit sound and/or audiovisual recordings by any means and media available, such as Apple Music, Spotify, Amazon, Apple Music, YouTube Music, Boomplay Music, iHeartRadio, Pandora, and other similar and successor entities and services (the “DSP(s)”), and to collect all income deriving therefrom, (b) secure the encoding of the Content in format(s) required by the DSPs, (c) process the delivery of the Content; and (d) collect amounts due for payment to Client, subject to the Client account royalty and revenue threshold requirements outlined in this Agreement. Nephilum does not guarantee the placement of Client Content on any DSP.

Content: The works subject to this Agreement include only the sound recordings (including the lyrics and compositions contained therein), video recordings (by way of example, music videos and lyric videos), artwork, and the meta data contained therein or associated therewith that are delivered to Nephilum by Client for distribution services pursuant to this Agreement (the “Content”).

Term: The term of this Agreement shall be dependent upon the Plan chosen by Client.

Territory: The territory for this Agreement is the universe (the “Territory”).

Account: Client shall set up an online account to access Statements and request Royalty payments. Client is responsible for maintaining the security of their account login information and shall not share such information with third parties. Nephilum is not responsible for any loss, damage, or harm (including, without limitation, misdirected Royalty payments) as a result of Client’s failure to maintain the security of their account information or unauthorized access.

Credit: Nephilum shall use commercially reasonable efforts to ensure that Client is properly credited by all third-party licensees. However, the failure of any third-party licensee to accord Client proper credit or Nephilum’s inability to rectify the same shall not be deemed a breach of this Agreement. Client grants Nephilum the non-exclusive right to use Client’s name(s) (both legal and professional), trademarks, biography, likeness, and/or pseudonyms (the “ID Materials”) for

the purpose of promoting, licensing, marketing, and distributing the Content and giving Client appropriate credit in connection with the Content.

Exclusivity: Client agrees that this Agreement is exclusive during the Term and throughout the Territory for the distribution, via any and all digital and electronic distribution means and media (whether now known or existing in the future). However, and for the avoidance of doubt, such exclusivity applies only to the Content delivered to Nephilum during the Term. Client grants Nephilum the exclusive right to create digital and/or electronic copies and compilations, to distribute, to sell, to stream, and to publicly perform, to sublicense and to otherwise exploit the Content via electronic, digital, and mobile platforms during the Term. Client shall not, for the Term hereof, license or attempt to license Content to DSPs, or to third parties for the purpose of licensing the Content to DSPs, without prior written approval from Nephilum first being obtainedPrior to entering this Agreement, Client shall disclose to Nephilum all pre-existing relationships with DSPs related to the Content. During the Term, Client shall not itself make the Content available via any electronic, digital, or mobile platform or channel. For the sake of clarity, Client is not prohibited from sharing links to the Content made available on DSPs by Nephilum.

For the avoidance of doubt, the exclusivity only applies to the Content and not to the Client or Client’s label, if any, or other works created by Client which are not delivered to Nephilum in connection with this Agreement.

Playlist Pitching: During the Term, Nephilum will use commercially reasonable efforts to promote the Content for inclusion on official and unofficial playlists on DSPs, as deemed appropriate by Nephilum, in its sole discretion. For the avoidance of doubt, Nephilum does not guarantee pitching and/or playlist placement for any Content and shall not be responsible for the placement of any Content on any playlist(s). Nephilum will not be required to and shall not notify Client if Content is added or removed from a playlist.

Audio Fingerprinting: Nephilum shall have the exclusive right to deliver the Content in the form of reference files to YouTube and to collect payment for uses embodying such Client Content reference files.

Fees and Royalties: The amount and frequency of fees (the “Fees”) payable to Nephilum, as well as the royalty rate (the “Royalty”) payable to Client are determined by which plan is chosen by Client (the “Plan”), each of which are listed on https://www.nephilumdistribution.com/pricing, and the terms of each plan are hereby incorporated by reference.

Royalty Calculation: Depending upon the Plan, Client shall be paid the Royalty on the Net Revenue actually received by Nephilum. The Net Revenue is calculated by subtracting from the gross amounts received by Nephilum in connection with the Content, any and all fees and expenses directly attributable thereto, including, without limitation, fees imposed by DSPs or third party software and the recoupment of any advances paid to Client hereunder, if any. Nephilum is not responsible for any errors made by DSPs or third party software provider (the “Provider”) in

royalty calculation or an underpayment in Royalties due to an error by Client (by way of example, incorrect metadata in the Content).

Threshold. Client shall not be paid Royalties unless and until the amount of Royalties due to Client is no less than Fifty Dollars ($50.00 USD) as of their most recent Royalty Statement (the “Threshold”). The Threshold amount is subject to change at any time and the Client shall be notified by email of any such change. In the event that the Threshold is not met in any given accounting period, the unpaid Royalty amount will roll over to the subsequent accounting period(s) until the Threshold is met.

Calculation. Royalties are calculated by the Provider and are processed in accordance with the exchange rates provided by DSPs to the Provider or the exchange rate listed on the day the DSP reports to the Provider. Royalties may vary based on type of content, territory, subscription rates, or time of year. In most instances, Royalties are generated by content downloads and streaming. If a DSP does not appear on Client’s Royalty statement (“Statement”), that means the Content did not generate any Royalties from that DSP during that Statement period or the DSP has not yet paid Royalties for that period. Client may view posted Statements on nephilumdistribution.com or may receive the Statement by email upon request.

Mechanical Royalties received directly from DSP. Client hereby acknowledges that in the United States, mechanical royalties for digital sales may be paid by DSPs: (1) directly to the music publishers/writers, or (2) an all-in payment to Nephilum, which includes any fees due to Nephilum. When Nephilum receives the mechanical royalty as part of the fee due from DSPs or others, Nephilum shall identify in the relevant Statement(s) the amount of the payment that comprises the mechanical royalty. Without limiting Client’s representations, warranties and indemnities under this Agreement, Client acknowledges and agrees that as between Client and Nephilum, Client remains solely responsible for paying any mechanical royalties due to third parties in connection with the exploitation of the Content by Nephilum.

Accounting and Payments. Nephilum shall compute and report the total Royalties earned by Client on a quarterly basis. Statements will be shared with Client approximately 60-70 days after the end of a quarter (“Quarterly Submission Date”). By way of example, Statements containing January, February and March reporting will be issued by June of that year.

Statements will include details and total Royalty amounts payable to Client, if any. Nephilum cannot guarantee timely reporting and payment by all DSPs and as such, Statements will include information from the Provider only for DSP payments have actually been received. Client acknowledges and agrees that Nephilum will not be liable for DSPs’ or the Provider’s late, untimely, and/or inaccurate reporting or payment.

Nephilum shall issue payment to Client after Client has submitted a request via their online account. Payment shall be delivered to Client’s PayPal account ONLY. Client is responsible for providing the correct PayPal account information. Nephilum is not responsible for lost or misdirected payments due to incorrect information provided by Client. Failure to provide accurate

payment details or submit a payment request may prevent and/or delay the payment of any Royalty due.

Statement Delay by Nephilum. In the event that Client does not receive a Statement in a timely manner, Client shall promptly notify Nephilum. No failure to submit a Statement to Client in a timely manner shall be deemed a breach of this Agreement unless and until Client has notified Nephilum in writing and it has had a thirty (30) day opportunity to cure.

Statement Delay by Third Parties. Should a statement not be provided by a DSP or Provider in a reasonable amount of time, Nephilum will not be deemed in breach of contract for failing to provide a Statement.

(E) Tax Details. Client must confirm Client’s tax status by submitting Form W-9, Request for Taxpayer Identification Number and Certification (for U.S. citizens and residents), or Form W- 8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (individuals or companies) (for non-U.S. residents) to Nephilum in order to receive any payment hereunder. Client will receive an email with a link from track1099.com that with allow Client to fill in the form digitally. All necessary information must be filled out fully and correctly prior to Client receiving any payment. Nephilum will, in some cases, reach out for additional information as needed. Client and Nephilum each have the status of an independent contractor, and nothing in this Agreement contemplates or constitutes one party as agent or employee of the other or a partnership relationship between Client and Nephilum. Nephilum will not deduct any taxes from any payments to be made to Client under this Agreement. Client acknowledges that Client is solely responsible for the payment of any and all taxes with respect to income earned by Client pursuant to this Agreement.

Additional DSP Fees. DSPs may impose additional fees that are outside of Nephilum’s control. Such DSP fees may be deducted from revenues received by Nephilum for the purposes of calculating Royalties payable to Client hereunder (by way of example, for voided transactions, promotional expenses, and publishing withholding).

Third-Party Obligations. Client shall be solely responsible for payment to its affiliated artists, licensees, producers, co-writers, and other persons and/or companies responsible for or entitled to payment in connection with any Content distributed under this Agreement. Client shall also be responsible for payments related to collective bargaining agreements, third-party licenses, music publishing licenses, and other royalties pertaining to the Content. For the avoidance of doubt, in connection with the exploitation of the Content under this Agreement, Client shall be solely responsible for any obligations or liabilities to third parties related to such exploitation. Prior to any Content being distributed, Client must secure all mechanical licenses at Client’s sole cost and expense and, upon request, provide copies of the same to Nephilum.

Content.

(a) Delivery. Client shall deliver the Content to Nephilum via its website (nephilumdistribution.com). Content shall be delivered promptly following the execution of this Agreement at Client’s own expense in first-class commercial quality, in compliance with the specifications stated on Nephilum’s website. Upon request, Client shall provide administrative logins and access for digital or streaming channels. Nephilum may reject Content for various reasons, including, without limitation, inferior quality, improper format, or questionable content, the determination of each of which shall be in Nephilum’s sole discretion. No Content will be distributed without all the necessary licenses having first been received by Nephilum.

Client is solely responsible for delivering Content to Nephilum in the proper form. Nephilum does not obtain or secure transfer of Content from Client’s former distributor or other third parties. Within a reasonable time after the expiration or termination of this Agreement, Nephilum will remove Content from its servers. Nephilum is not responsible or obligated to transfer Content from Nephilum to Client or any third party.

It is Client’s sole responsibility to ensure that Client’s account details and information are correct and updated on the website in a timely manner.

(b) Modifications by DSPs. DSPs receiving releases from Nephilum may modify portions of the Content (by way of example, genre) if, in their reasonable business judgment, they feel it is appropriate. Nephilum will distribute the Content “as is” and without making any changes. Client acknowledges that “as is” means that the Client Content delivered to Nephilum is delivered to DSPs in substantially the same form.

(c) Storage. Client acknowledges that Client is solely responsible for storage and backup of the Content on Client’s own server(s) or devices. Nephilum may store specific files for distribution but is not obligated or required to store the Content.

(d) Updates (Redelivery, Mistakes, File Replacements). Client shall ensure that the Content is correct and final prior to delivering it to Nephilum for approval and delivery to DSPs. Client may not reach out to any DSP directly. Nephilum cannot guarantee that any DSP will acknowledge or agree to any requested change(s). Client agrees to provide Nephilum with replacement files, if requested. Requests to update metadata shall be sent via email to Nephilum.

(e) Takedown Requests. In the event that Nephilum receives a takedown request from a DSP or other third party based regarding the Content in connection with a credible copyright or trademark infringement claim (as determined by Nephilum in its sole discretion), Nephilum will remove such Content and Client will be assessed a processing fee of Twenty Dollars ($20) per piece of Content that is subject to the claim, which may be deducted from Royalties or, if none are due to Client, Client shall pay Nephilum such amount within thirty (30) days of Client’s receipt of notice regarding the same. In the event that Nephilum receives more than one takedown request in connection with the Content, Nephilum may, in its sole discretion, immediately terminate this Agreement. In the event that Nephilum receives a notice or claim of copyright, trademark, or other legal-related dispute related to the Content, Nephilum may withhold Royalties

otherwise payable to Client until it is determined, in Nephilum’s sole discretion, that the Client Content does not infringe any third-party’s rights. Nephilum will promptly notifiy Client of any copyright or trademark infringement or other legal notice from third parties regarding Client Content. In response to any such claim, Nephilum may issue and/or authorize takedowns for any affected Content. Nephilum may request that Client provide documentation to evidence Client’s ownership of the Content at any time. Failure to provide documentation within three (3) business days of Nephilum’s request may, in Nephilum’s sole discretion, result in non-payment of Royalties, takedown of the Content, and immediate termination of this Agreement.

(f) DSP Specifications. Each DSP has a different standards or requirements for content. Nephilum agrees to use commercially reasonable efforts to assist Client to meet the DSPs’ requirements. However, Client agrees that Nephilum cannot guarantee approval and acceptance by any or all DSPs.

(g) Client’s Preferred DSP: Client acknowledges that Nephilum is not obligated to promote Content to Client’s chosen or preferred DSP, or any particular DSP, for special features, banners, playlists, or any other purpose.

(h) YouTube Content ID and DMCA: Client grants Nephilum the exclusive right throughout the

Territory and during the Term to submit YouTube Content ID claims and other DMCA notices on

Client’s behalf with respect to any Content and take any action against any third party, or refrain

from the same, in respect of their unauthorized exploitation of the Content and perform any other

act incidental and necessary to the Services. In the event that Nephilum chooses not to take

action and notifies Client of such, Client may, after providing

at Client’s sole cost and expense, pursue any legal remedy to which Client may

written notice and

be entitled.

Illegal Boosting: Use of bots, third party tools, or any artificial method of fabricating or boosting the amount of Content streams is prohibited and, if Client engages in such behavior, Nephilum may immediately terminate this Agreement. If Nephilum suspects or learns that Client is engaging in this activity, will withhold all payments related to the Content that is the subject of such activity until determines, in its sole discretion, that Client has not engaged in the prohibited activity and that Client is entitled to such funds.

Nephilum with ten (10) days’ prior

ID Materials: Client further grants Nephilum a non-exclusive, sublicensable license to use Client’s

ID Materials during the Term and throughout the Territory in connection with the exercise of

Nephilum’s rights hereunder, including, without limitation, the distribution and promotion of the

Content, without further compensation to Client or any other person.

Nephilum

Nephilum

Representations and Warranties: Client warrants and represents that Client owns and/or

controls all rights in and to all the Content (including, but not limited to, masters, videos, sound

recordings, underlying compositions embodied in masters, ID Materials, artist names, song

names, artwork and images) and that Client owns and/or controls all rights necessary to grant the

rights set forth in this Agreement. Client further warrants and represents that Client has secured

written permission from any and all third parties whose performances and/or contributions are

embodied in the Content. Client shall not deliver any Content to Nephilum which is not owned

and/or controlled by Client. Client represents and warrants that (i) Client has the unrestricted right,

power and authority to enter into and perform under this Agreement and to grant to Nephilum all

rights specified herein; (ii) at all times during the Term, all of the information, data and materials

that Client provides to Nephilum shall be accurate, current and complete, including, without

limitation with respect to the extent of Client’s ownership percentage(s) of the Content; (iii)

Content and ID Materials do not and shall not at any time during the Term infringe upon any rights

of any third party or violate any law, rule, or policy; (iv) the execution, delivery, and performance

of this Agreement by Client does not and shall not at any time during the Term conflict with any

agreement, order, or judgment to which Client is bound; and (v) Client Content is and throughout

the Term shall be free from any adverse claims, liens or encumbrances of any kind by any person

or entity. Client hereby indemnifies and holds

Nephilum harmless from and against any and all claims, liability, or damage arising out of or related to a breach of any of Client’s agreements,

warranties, or representations as contained herein.

Termination and Breach.
(a) Remaining Content. Client acknowledges that licenses granted by Nephilum to DSPs may remain in force for a period after the termination of this Agreement. Accordingly, Nephilum will not be subject to any liability for previously distributed Content which remains with DSPs or third parties for the term of such licenses granted while this Agreement was in force and effect.

(b) Payments. Upon expiration or termination of this Agreement, Nephilum will provide any remaining Statement(s) to Client on a quarterly basis until no Royalty payments remain. Royalty payments are not expedited following termination or expiration of this Agreement.

(c) Termination. Regardless of other termination provisions, Nephilum reserves the right to terminate this Agreement any time for any reason immediately upon written notice to Client. Grounds for termination may include, but are not limited to, misconduct, violation of a third party’s intellectual property, or breach of the terms of this Agreement. Notwithstanding anything to the contrary contained herein, if Nephilum terminates the Term of this Agreement due to a breach by Client, Nephilum shall have the ongoing right to collect any and all revenue relating to licenses issued to third parties for Content during the Term until such licenses expire or are terminated. No act or omission of Nephilum shall constitute breach of this Agreement unless Client first notifies Nephilum in writing setting forth such alleged breach with specificity and Nephilum does not cure the same, if it is capable of being cured, within thirty (30) days after receipt of such notice.

Additional Documents. Client agrees to execute, upon reasonable request, any and all additional documents or instruments to do any and all things reasonably necessary or desirable to effectuate the purposes of this Agreement.

Notices. Unless otherwise specified herein, all notices, requests, demands, payments, consents, and other communications hereunder shall be transmitted in writing and shall be deemed to have been duly given when hand delivered or upon delivery when sent by United States certified mail,

postage prepaid, return receipt requested, to the addresses first set forth herein. Nephilum or Client may change his/her/their/its address for notices by giving written notice of such change of address to the other party.

Miscellaneous. If, by reason of fire, flood, water damage, power failure, catastrophe, pandemic, terrorism, strike, war, failure of computer systems, or other force majeure event, Nephilum is materially hampered in the fulfillment of its obligations hereunder, the fulfillment of Nephilum’s obligations shall be suspended for an amount of time equal to the force majeure event and Nephilum shall not be deemed in breach as a result thereof. In the event of any litigation arising out of or related to this Agreement, the prevailing party shall be reimbursed for his/her/their/its reasonable attorneys’ fees and other expenses of such litigation. Client hereby indemnifies and holds Nephilum harmless for any and all harm or damages arising from or related to Client’s breach of any of Client’s warranties contained herein. Each party to this Agreement expressly recognizes that this Agreement results from a negotiation process in which each party was represented by counsel or independently chose to forgo legal representation. No legal or other presumptions against the party drafting this Agreement concerning its construction, interpretation or otherwise, accrue to the benefit of any party to this Agreement, and each party expressly waives the right to assert such a presumption in any proceedings or disputes connected with, arising out of, or involving this Agreement. This Agreement shall be subject to and construed in accordance with the laws of the State of Florida applicable to agreements which are executed and fully performed therein. Both parties hereby submit to the personal jurisdiction of the state and federal courts of the State of Florida. Venue for any disputes arising out of or related to this Agreement shall lie solely in Orange County, Florida. In the event that any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. Nothing contained herein shall constitute a partnership between or joint venture by the parties or constitute either party as the agent of the other. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument, respectively. Executed copies of the signature pages of this Agreement sent by facsimile or transmitted electronically, shall be treated as original and are fully binding and with full legal force and effect, and the parties waive any rights they may have to object to such treatment. This Agreement constitutes the entire agreement between the parties and cannot be modified, supplemented or amended except by written instrument executed by the parties and supersedes and cancels all other and former agreements and understandings in the premises between the parties as of the date hereof. The waiver by either party of any breach of this Agreement shall not constitute a waiver of any subsequent breach. Any waiver must be in writing to be effective. Headings are for the ease of reference only and shall not be given any weight in interpreting this Agreement.

BY SIGNING UP FOR AN ACCOUNT AND CHOOSING A PLAN, CLIENT WARRANTS AND REPRESENTS THAT CLIENT HAS READ AND UNDERSTOOD THIS AGREEMENT AND AGREES TO BE BOUND TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN.