Sonomo Distribution Agreement

Last updated: April, 7th 2022

Thank you for choosing Sonomo ("Sonomo", also: "we", "us" and "our") to distribute your music! We offer any person or legal entity that wants to make use of our distribution services ("you", also: "your" and "Rightsholder") the opportunity to release music on Digital Streaming Stores. In these "Terms" we stipulate the provisions that apply to your use of our platform, application, website and (distribution) services (together the "Services").

Other terms that apply to your use of the Services are: our privacy policy (https://www.sonomo.com/privacy-policy), the Terms and Conditions (https://www.sonomo.com/terms-and-conditions) and the Uploading Guidelines. You acknowledge that you have read, understood and accepted this Distribution Agreement and agree to be bound by them. All representations and warranties provided by you under this Distribution Agreement are deemed to be provided on a case-by-case basis as you upload Tracks and/or make use our Services. If you don’t agree with (or cannot comply with) this Distribution Agreement at any time, then immediately refrain from accessing or using our Services.

1 Definitions

1.1 Claim: the total claim of a Rightsholder towards Sonomo pursuant to the digital streaming revenue generated by the Track via our Services. Beware that a Claim is possibly not 100% of the worldwide digital streaming revenue of a Track (e.g. in case rightsholders have entered into third party distribution contracts).

1.2 Fraction: a pro rata entitlement to a Claim. The Rightsholder may fractionalise the Claim. For example, in case a Claim is fractionalised into 1000 equal Fractions, then the owner of 500 Fractions has a claim on the Rightsholder equal to 50% of the Claim. Fractions only exist within the Rightsholder-Investor relationship. Sonomo only enters into a contractual relationship with Rightsholders, and is never involved in any contractual relationship with Investors.

2 Distribution Services

2.1 Sonomo facilitates distribution of music through various "Digital Streaming Stores" (such as Spotify, Apple Music, Google Play Music, Amazon Music, TIDAL, Deezer, TikTok and a lot more)

2.2 A recording that you intend to make available through digital streaming (a "Recording") can be uploaded via our online dashboard (https://app.sonomo.com or https://distro.sonomo.com/, depending on your account type). We offer a simple, user-friendly experience without unnecessary hassle. The Recording, together with any "Meta-data" (e.g. track names, artist names, catalogue number, and so on) and/or "Content" (such as cover art and artist profile) that you upload is referred to hereinafter as the "Track".

2.3 Part of our service is that you can configure how the revenue generated by your Track under this Agreement should be distributed. For example, you can configure how much the artist(s) should receive, the label and any other persons who are entitled to a percentage of the revenue based on your existing contractual agreements.

2.4 We do not charge a fee for distributing your Track. You will receive 100% of what we receive from the Digital Streaming Stores and/or third party distributors ("Digital Streaming Revenue", as further defined in clause 4). How you subsequently distribute this revenue, remains your responsibility.

3 The License

3.1 We do not require you to transfer ownership of (intellectual property vested in the) Track to us.

3.2 By accepting this Distribution Agreement and/or using our Services, you grant us and our sub-licensees to the fullest extent permitted under statutory law a non-exclusive, revocable, royalty-free, fully sub-licensable, transferable, worldwide "License":

3.2.1 to distribute, publicly perform, exhibit, broadcast, transmit, digitally make available the Track on (without limitation) the Sonomo website, application and/or platform, all Digital Streaming Stores and any other similar digital media for sale by downloading, interactive and non-interactive streaming, cloud services and streaming-on-demand, now known or future developed similar means of making use of the Track, in any form and/or digital format;

3.2.2 to sell, market, advertise, promote the Track, in the broadest sense, by all means and media, and to perform all actions that may be necessary or conducive to this end;

3.2.3 to collect from Digital Streaming Stores (and or their sublicensees or licensors) the revenues generated in relation to exploitation of your Track by Digital Streaming Stores;

and you agree that we may subcontract some or all of the operations permitted under the above License to any third party ("Third Party Service Provider").

3.3 However, there may be various parties involved in the creation of such Track and you might not be the sole rightsholder. Therefore, you represent and warrant that you (i) are the sole rightsholder or (ii) have obtained all necessary rights, licenses, waivers, clearances and permissions, including without limitation all music publishing rights and licenses needed for the grant of the License with respect to any Track you upload, in order to enable us to fully exploit the Track free of any claims, liens, encumbrances or other restrictions.

4 Paying out Digital Streaming Revenue

4.1 We pay out 100% of the revenue earned from the Digital Streaming Stores through which your Track is distributed via Sonomo, excluding any fees from third-party aggregators and/or distributors as well as any applicable taxes legally owed by you and any payment and bank charges, as well as any amounts to cover costs associated with handling money and payments on your behalf.

4.2 Sonomo shall receive all revenue in Euros and make any and all payments to you in Euros. You shall bear all risk and costs in respect of any conversion of currencies in respect of transactions effected in relation to or execution of this Distribution Agreement.

4.3 Any and all payments are processed through [PSP / payment system].

4.4 Payment restrictions might prevent us from paying revenue to entities established in certain countries. On our website (https://www.sonomo.com/frequently-asked-questions-faqs) we will list the countries to which we cannot process payments. If your entity is established in such a country, please do not make use of our Services.

4.5 You acknowledge that for the payment of royalties we are depending on the accuracy of reports on royalties provided by Digital Streaming Stores and/or other third parties engaged by us. We do not assume any liability with respect to such reports. We reserve the right to at all times retroactively correct payments pursuant to wrong or inaccurate reporting.

4.6 We may at any time and in our sole discretion remove all or part of your Track, deny you access to the Services without notice and withhold all Digital Streaming Revenue in relation to the Recording(s) that infringe or are alleged to infringe any intellectual property right(s) or violate the rights of third parties.

5 Royalty split

5.1 Through our Dashboard you can configure, on a track-by-track basis, the applicable "Royalty Split". We can only pay out to parties that have a Sonomo account set up. Our Royalty Split configuration functionality is merely a tool for you to distribute the Digital Streaming Revenue in accordance with your existing agreements with entitled parties.

5.2 You represent and warrant that the configuration of the Royalty Split is at all times accurate, in accordance with all agreements existing between any and all rightsholders of the Track you upload and that there are no expected or known disputes regarding entitlement to any revenue (to be) generated by the Track.

5.3 You are responsible in all respects for paying any other rightsholders and any applicable taxes according to the applicable tax laws of your country.

6 Marketplace

6.1 You explicitly acknowledge and agree to have read and understood the terms and conditions.

6.2 The Claim may be fractionalised and exchanged through the Marketplace only in accordance with the terms and conditions.

6.3 You hereby explicitly, in advance, acknowledge, agree and consent to all future contract takeovers effectuated in accordance with the terms and conditions, in relation to any purchase of a Fraction to which you are the relevant Rightsholder.

6.4 On behalf of the seller and the buyer of a Fraction, a notification is automatically sent to you upon settlement of the contract takeover. You will find these notifications in your Dashboard, in your Account. You hereby irrevocably agree that when the notification of a contract takeover is visible in your Account in the aforementioned manner, such has been received by you and you waive any right to claim otherwise.

6.5 Each and every Track and its Fractions submitted and/or offered by you on the Marketplace should be accompanied by meta-data and/or content sufficient to describe the (musical recordings underlying a) Claim as accurate as possible (e.g. track name(s), artist names, record label, catalogue number as well as cover art and artist profile).

7 Registration and Account

7.1 You can only use our Services with a Sonomo account ("Account"). If you sign up for an Account, you can do so via your e-mail address.

7.2 You are fully responsible for non-disclosure of your login credentials and the use of your Account.

7.3 When you create your Account, you agree to only provide correct and complete information. You are responsible for the accuracy of any and all data in your Account and we cannot be held liable in that respect.

7.4 You may only create one (1) Account. If, for whatsoever reason, your Account is blocked or deleted, you are no longer entitled to use our Services in any way (whether through that Account, another Account, or without an Account).

7.5 You may not allow use of your Account by any unauthorised third party nor others that do not have the authority to represent you. You guarantee that any third party that uses your Account is authorised to represent you.

7.6 Any fraudulent, abusive, misleading or otherwise illegal account activity will constitute a basis to terminate your Account. This includes any (attempt to) manipulate streaming numbers including but not limited to plays of a Track by bots, hijacked accounts, or through other inauthentic listening methods. You agree to indemnify us against any liability and costs arising from such improper use of your Account.

8 (Prohibited) use of our services

8.1 You must ensure that your use of the Services is in accordance with this Distribution Agreement and for the purpose for which we intended the Services. You may not use the Services in any way that impairs the integrity or continuity of our systems and/or Services.

8.2 It is your responsibility to use the Services in compliance with applicable law and with any third party rights. More specifically (without limitation), you are not allowed to use the Services:

(a) in a way that infringes on a third party's intellectual property rights or otherwise promotes the infringement of or violates the intellectual property rights of any third party;

(b) in a way that violates a person's privacy; and/or

(c) to conduct any illegal activity or solicit the performance of any illegal activity or other activity that infringes the rights of third parties.

9 Privacy

9.1 When you use our Services, we will process certain personal data about you. We will process your personal data in accordance with our Privacy Policy, which can be found on https://www.sonomo.com/privacy-policy.

9.2 You will provide us all necessary assistance in concluding all agreements required by applicably privacy legislation and regulations, if necessary.

10 Representation and warranties

10.1 You hereby represent and warrant that:

10.1.1 you (if you are a corporate entity) are a corporate entity that is validly existing under the laws of the place of its establishment and/or incorporation;

10.1.2 you have the authority to enter into this Distribution Agreement and adhere to all obligations imposed by this Distribution Agreement;

10.1.3 (if you use our Services on behalf of a company, organization, or other entity:) that you are authorized to grant all permissions and licenses provided in this Distribution Agreement and bind the entity to this Distribution Agreement, and that you agree to this Distribution Agreement on the entity's behalf ("you" will in that case include you and that entity);

10.1.4 if the Track contains any (alleged) Intellectual Property Rights of third parties, e.g. any party involved in the creation of the Track, you have been authorized to submit (any part of) the Track on behalf of all such third parties;

10.1.5 your entering into this Distribution Agreement and/or any action by you or us in execution of this Distribution Agreement will not constitute any (alleged) infringement, violation, or misappropriation of any third party’s intellectual property right(s) or other contractual rights in connection to the Track;

11 Our Services are provided "as is" and "as available"

11.1 We provide our Services on an "as is" and "as available" basis without warranty of any kind, either express or implied. We make no warranty as to the completeness, accuracy, reliability, suitability, non-infringement, merchantability or fitness for a particular purpose of (any part of) our Services or of the materials, information, services, or graphics on or available through our Services, nor do we guarantee that our website, application or the materials, information or services will be error-free, secure or continuously available, or free of viruses or other harmful components. Any reliance you place on this website, or the materials, information, services, or graphics on this website are at your sole risk. The foregoing does not affect warranties which cannot be excluded under applicable law.

11.2 We reserve the right to refuse Services to anyone. We are entitled to suspend, block or delete your Account, including but not limited to cases where we receive a legitimate notice-and-take-down request, in case of violation of one or more of the applicable Terms, any form of fraud, intentional abuse or any wilful misconduct (or attempt thereto) in using any of our Services.

11.3 We reserve the right to amend, discontinue or terminate our Services under this Distribution Agreement, at any time.

12 Liability & Indemnification

12.1 To the extent permitted by applicable law, in no event shall we, our affiliates, shareholders, employees, directors and officers, subsidiaries, legal successors and/or assigns, suppliers, or licensors be liable for any direct or indirect:

(a) special, incidental or punitive consequential damages;

(b) loss of profits, -income, -turnover, -savings, consequential loss, stagnation of commercial activities and/or reputational damages caused to you and/or any third party.

12.2 You shall indemnify and hold harmless Sonomo and its' sublicensees, subsidiaries, affiliates and Third Party Service Providers from and against any and all (in)direct damages, claims, losses, liabilities, expenses including (without limitation) all legal fees resulting from any breach of your provided warranties and representations or any other provision of this Distribution Agreement.

13 Assignment and transferability

13.1 Sonomo is entitled to fully or partially assign, sell, transfer, otherwise license or sub-license any or all of its rights and/or obligations under this Distribution Agreement to a third party. You shall not be entitled to sell, assign, subcontract, transfer, otherwise license, or sub-license the rights and/or obligations under this Distribution Agreement to a third party. This clause excludes the assignment or transfer of your rights of action (within the meaning of section 3:83, paragraph 2, of the Dutch Civil Code).

14 No waiver

14.1 No delay and/or failure by us in exercising any right, power or privilege under this Distribution Agreement shall constitute a waiver by Sonomo towards you and/or any third parties to insist upon strict compliance of any such right, power or privilege, nor shall any single or partial exercise thereof preclude any further exercise of any such right, power or privilege.

15 Severability

15.1 Should one or more sections of this Distribution Agreement be fully or partially null and void or voided at any time, all other sections of this Distribution Agreement shall remain fully in effect. In the event of a null and void or voided section, Parties shall agree a new section that shall replace the null and void or voided section in such a way that the new section shall be in accordance with the purpose and scope of the original section. Moreover, the remaining sections shall be interpreted in accordance with the section that was held fully or partially null void and/or void voided.

16 No authority to rescind, suspend or offset

16.1 You do not have the right to rescind (ontbinden), suspend (opschorten) and/or offset (verrekenen) your obligations and/or any claim you may have pursuant to this Distribution Agreement or related thereto.

17 Entire Agreement

17.1 This Distribution Agreement constitute the entire agreement between you and Sonomo with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between us with respect to the subject matter hereof.

18 Amendment of this Distribution Agreement

18.1 We have the right to amend this Distribution Agreement in our sole discretion. Any material changes to this Distribution Agreement, may be communicated to you directly, e.g., by sending an email or a notification. By continuing the use of the Services following an amendment, you accept the changes made to this Distribution Agreement.

19 Applicable law and jurisdiction

19.1 This Distribution Agreement shall be exclusively governed by and construed in accordance with the laws of the Netherlands.

19.2 Any dispute, controversy or claim arising out of or in connection with this Distribution Agreement shall be exclusively settled by the competent district court of Amsterdam, the Netherlands.