Lyric Use Agreement As of February 14, 2019

1. THE DISTROKID SERVICE AND YOUR LYRICS.
   1. The DistroKid Service enables you to upload to our servers digital files of your Lyrics for distribution to, but not limited to, digital stores, streaming services, and other digital services within our distribution network ("Digital Stores"), who may make your Lyrics available, for purchase or otherwise, to their customers and end users ("Customers").
   2. We may require that you indicate if the Lyrics contain explicit content, in which case a Digital Store may tag it accordingly.
   3. We undertake to provide your Lyrics to Digital Stores as quickly as possible. However, it can take a few hours to a few days to several weeks for a Digital Store to integrate, process and make your Lyrics available to Customers, depending on the particular Digital Store and the territory. Please be patient. Notwithstanding the foregoing, in no event shall DistroKid or a Digital Store be required to exploit or otherwise use your Lyrics as set forth herein even if you properly upload your Lyrics through the DistroKid Service. Once your Lyrics have been uploaded to a Digital Store, you understand and agree that we are neither required nor responsible for removing your Lyrics from said Digital Store in the event you desire them to be removed, or in the event the Term has expired or is otherwise terminated.
   4. We may also decline to distribute your Lyrics to any or all Digital Stores if we receive any legal claims regarding the Lyrics, if we reasonably believe that any legal claims or issues may arise, if the Lyrics may or do violate the terms and conditions of any Digital Store, or for any other reason in our business judgment.
2. GRANT OF RIGHTS
   1. For good and valuable consideration (including any consideration set forth in the Distribution Agreement) you hereby grant to us, on a gratis basis, the non-exclusive, irrevocable, transferable and sublicensable right and license in perpetuity, throughout the universe to the following (and to sublicense the following rights, including without limitation to Digital Stores and to and in connection with any other third party services and products):
      1. distribute your Lyrics to Digital Stores for them to use by any and all applicable digital (non-physical) formats, configurations, technologies and methods (including, without limitation, via permanent downloads, temporary or "tethered" download, interactive and non-interactive streaming, "scan and match" services, and "cloud" services) to any and all capable devices (including, without limitation, to personal and tablet computers and smartphones), in each case as now or hereafter known;
      2. create and to authorize Digital Stores to create and use and make available free preview portions of your Lyrics;
      3. sell permanent copies of your Lyrics or a portion thereof;
      4. display and otherwise use your names, likenesses, label name and logo (if you have one) and all, song and album titles, all trademarks, service marks, logos and trade names, and all artist, songwriter, producer and mixer names and likenesses, each as embodied in the Lyrics or otherwise ("Materials"), on our website ("Site"), on the Digital Stores' websites and services, and in any marketing, advertising or promotional materials for our Service or for the Digital Stores or in connection with the exploitation of the Lyrics. Without limiting the foregoing, the Digital Stores may (but shall have no obligation to) create editorial content regarding you and your Lyrics and may classify or categorize the same for inclusion within one or more genres;
      5. to notify Digital Stores and other third parties of our rights and relationship per this Agreement, and to include your name and logo (if you have one) in any listing of DistroKid licensors;
      6. synchronize the display of the Lyrics with master recordings and audio-visual productions embodying the applicable music composition;
      7. create digital files of the Lyrics and encrypt said digital files;
      8. display the Lyrics, including without limitation, on music streaming platforms, services that allow users to create so called "user generated content" and social media services such as Facebook and Instagram;
      9. print and deliver to Customers or any other third party copies of the Lyrics or a portion thereof;
      10. translate the Lyrics to other languages, and license such translations;
      11. sell permanent copies of the Lyrics;
      12. index the Lyrics;
      13. display the Lyrics on merchandise of any kind; and
      14. to reprint all or part of your Lyrics on the Site and/or otherwise use or exploit the Lyrics in any other manner as DistroKid shall determine in its sole discretion, including but without limitation, in connection with the advertising and promotion of DistroKid and/or any of its affiliates, and sublicensees, and to store, host, cache, reproduce, convert, edit, serve, and transmit the Lyrics in any manner.
   2. You also grant to us and the Digital Stores the right and license to take all steps desired or required to effect the foregoing rights and to distribute your Lyrics and Materials as contemplated in this Agreement, including without limitation, to store, host, cache, reproduce, convert, edit, serve, transmit and use the Lyrics, and as otherwise required pursuant to our agreements with those Digital Stores, as may be amended from time to time. You understand that Digital Stores may grant to Customers rights to use your Lyrics in perpetuity. As noted above, Digital Stores and/or we may decline to distribute or otherwise exploit any Lyrics or Materials (or to remove any Lyrics that have already been distributed or offered to Customers) in our reasonable business judgment.
   3. DistroKid may terminate this Agreement for any reason, including but not limited to if we reasonably believe that you or any of your Lyrics or other content has violated this Agreement or the terms and conditions of any Digital Store, that you or your Lyrics infringe the intellectual property or other rights of any person or entity, if we are told by Digital Stores or reasonably believe that Digital Stores will not accept your content specifically or categorically, or that you are otherwise abusing our Service or any Digital Store or engaging in fraudulent or illegal activity.
3. YOUR RESPONSIBILITIES
   1. You are solely responsible for and must have obtained all necessary rights, licenses, waivers, clearances and permissions, including without limitation all music publishing rights and licenses, throughout the Territory for all Lyrics and other Materials in order to enable DistroKid and Digital Stores to fully exploit all their rights hereunder free of any claims, liens, encumbrances or other restrictions. Your uploading of the Lyrics and delivery of any other Materials shall be your unqualified warranty and representation to us that you have obtained any and all such rights required and necessary for DistroKid and Digital Stores to distribute, use, promote, and otherwise exploit such Lyrics and Materials as contemplated under this Agreement.
4. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION
   1. You represent and warrant to DistroKid that:
      1. you are at least 18 years of age and have the legal capacity, right and authority to enter into this Agreement;
      2. you own or are otherwise fully vested of the necessary copyrights and other rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions by DistroKid, Digital Stores, and our and their respective permitted successors and assigns shall not violate or infringe any applicable law, rule or regulation or the rights of any third party;
      3. you have secured all third-party grants of rights, consents, licenses and permissions necessary to grant all rights and licenses and otherwise fully perform all obligations hereunder, and shall make all payments and otherwise comply with all of your obligations under this Agreement;
      4. your Lyrics and Materials do not and will not, and the authorized use thereof by DistroKid, Digital Stores and their Customers shall not, infringe any copyright, trademark or other intellectual property or other rights (including without limitation rights of publicity, privacy or moral rights), of any third party, or violate any applicable treaty, statute, law, order, rule or regulation;
      5. the files containing the Lyrics and Materials that you upload or otherwise provide to us do not and will not contain any bugs, viruses, trojan horses or other defects or harmful elements or digital rights management restrictions;
      6. there are no actual or threatened claims, litigation, administrative proceedings or other actions regarding the Lyrics or Materials or otherwise adverse to full exploitation of all rights and licenses granted hereunder;
      7. all data, metadata, and information provided by you under or in connection with this Agreement is and will be true, accurate and complete, and you agree to update the same promptly as necessary;
      8. you will make, and DistroKid will not be responsible for, any payments in connection with the Lyrics and Materials; (ix) you will use the Site and Service only in accordance with this Agreement and not for any fraudulent, infringing or inappropriate purposes;
      9. any sale, assignment, transfer, mortgage or other grant of rights in or to your interest in any of the Lyrics or Materials shall be subject to our rights hereunder and the terms and conditions hereof;
      10. there is no existing agreement, and you will not enter into any agreement or perform any act, which materially interferes or is inconsistent with the rights granted to us hereunder;
      11. you will not make a claim or bring an action against any Digital Store unless such entity has violated the rights you have granted to DistroKid under this Agreement; and
      12. you have read and understand this Agreement and have had the opportunity to consult with independent legal counsel in connection with them
   2. You shall indemnify and hold harmless, and upon our request, defend, DistroKid and our affiliates, sublicensees (including Digital Stores and their Customers), successors and assigns, and the respective directors, officers, shareholders, members, managers, employees, agents and representatives of the foregoing, from and against any and all claims, suits, proceedings, disputes, controversies, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees and costs) resulting from: (i) a breach or alleged breach of any of your warranties, representations, covenants or obligations under this Agreement; (ii) any claim that the Lyrics, Materials, data or information provided or authorized by you or on your behalf hereunder or the use thereof by DistroKid or a Digital Store violates or infringes the rights of another party; or (iii) any other act or omission by you or any of your licensors, agents or representatives. You will promptly reimburse DistroKid and any other indemnified parties on demand for any amounts subject to indemnification. We shall notify you of any such claim and shall control the defense thereof, though you may participate in such defense at your own expense. You may not settle any claim for which we may be liable without our prior written consent, which we will not withhold unreasonably.
5. NO WARRANTIES; LIMITATION OF LIABILITY
   1. THE SITE AND SERVICE ARE OFFERED AND PROVIDED TO YOU AS-IS. DISTROKID MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION AS TO THE AMOUNT OF INCOME THAT MAY BE EARNED BY OR PAYABLE TO YOU HEREUNDER, OR AS TO THE CONDITION, QUALITY, CONTINUITY OF OPERATION, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF OUR SITE OR SERVICE. WE DO NOT GUARANTEE THAT ACCESS TO OR USE OF THE SITE OR SERVICE WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE OR SECURE. ANY AND ALL WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED.
   2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER DISTROKID NOR ANY OF ITS AFFILIATES, EMPLOYEES, OWNERS, EMPLOYEES, REPRESENTATIVES OR AGENTS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOST SALES, LOSS OF DATA OR LOSS OF GOODWILL, FOR ANY ACTS OR OMISSIONS OF DIGITAL STORES OR THEIR CUSTOMERS, OR FOR YOUR USE OF OR ACCESS TO THE SITE OR SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN DISTROKID AND YOU.
6. MISCELLANEOUS
   1. This Agreement, together with the Terms of Use and Privacy Policy applicable to our Site generally, contains the parties' entire understanding and supersedes any prior or contemporaneous correspondence, agreements or understandings regarding the subject matter herein. We may amend the terms of this Agreement from time to time, in which case we will notify you by changing the date at the top of this Agreement (so please be sure to check back often) and/or via e-mail or by notice to your dashboard on the Site. You must terminate your account if you do not agree to the revised Agreement; your continued use of the Site or Service will be deemed your acceptance.
   2. A party's waiver of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach of the same provision or any other provision of this Agreement. If any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms, such determination shall not affect any other provision hereof, and the unenforceable provision shall be limited solely as necessary or replaced by an enforceable provision that most closely meets the commercial intent of the parties.
   3. DistroKid will not be liable for a curable breach of this Agreement unless you provide us with information specifying the alleged breach that we confirm receipt of, and we fail to cure such breach within ninety (90) days thereafter.
   4. We may direct all notices and communications to you via the email address or street address associated with your account and/or via your dashboard account on the Site. All notices to DistroKid shall be sent to us at both [email protected] and [email protected].
   5. You may not assign, transfer or delegate any of your rights or obligations hereunder without our prior written consent, and any purported attempt otherwise will be null and void ab initio. We may assign, delegate, pledge, encumber, sublicense and otherwise transfer, this Agreement and/or any or all of our rights and obligations in order to operate the Service and Site. This Agreement will be binding on and inure to the benefit of the parties and their respective assigns and successors in interest.
   6. We reserve the right to modify, discontinue or terminate the Service at any time and without prior notice. We are under no obligation to provide the Service continuously, or at all.
   7. The relationship between the parties is that of independent contractors. This Agreement shall not be deemed to create a partnership or joint venture, and neither party is the other's agent, partner, employee, or representative.
   8. This Agreement shall be construed and enforced exclusively in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any action or proceeding brought by either party against the other arising out of or related to this Agreement shall be brought only in a state or federal court of competent jurisdiction located in New York County, New York, and the parties irrevocably consent to the in personam jurisdiction and venue of said courts. You agree that service of process by us to you by one of the methods designated above for the giving of notices will be deemed effective as personal service within New York County, and hereby consent to service of process by such methods.