This Exclusive Distribution Agreement (“Agreement”) by and between SmithMusic.com LLC (“Distributor”) and Artist/Band/Individual/Label/Distributor (“Client”) (Distributor and Client are referred to herein individually as a “Party” and collectively as the “Parties”) is effective as of the date Client consents through Distributor’s website or submits Content via Distributor’s online portal (the “Effective Date”).

The Parties agree as follows:

1. DEFINITIONS.
   
   (a) “Administration Fee” means Distributor’s administrative charge for account maintenance, DSP onboarding/registrations, royalty ingestion/processing, statement preparation, and payment processing. The Administration Fee is assessed per accounting period as set forth in Section 7(d), and is deducted in computing Net Profits.

   (b) “Album Units” means the units of an Album manufactured or delivered in any audio format.

   (c) “Artificial Activity” means any artificial, fraudulent, or manipulated activity intended to inflate plays, views, metrics, or revenues, including without limitation bots, click-farms, pay-for-playlisting/streaming, device farms, mislabeling, metadata manipulation, incentivized or non-organic listening schemes, or substantially similar conduct.

   (d) “Authorized Territory” means the entire Universe.

   (e) “Clip(s)” means less-than-full-length versions of sound recordings or audiovisual works created for promotional purposes.

   (f) “Content” means (i) the collection of sound recordings, both individually (a “Single”) and collectively as released on a musical album (“Album” or “Albums”), and (ii) audiovisual recordings such as music videos, lyric videos, live performance videos, visualizers and similar video works (“Video Content”); in each case including the underlying musical works embodied therein and any related artwork, photos, liner notes, metadata, and other related materials.

   (g) “Copyright Management Information” means digital information regarding a Digital Master, including, by way of example and not limitation, album title, track title, ISRC, UPC, marketing label, and record company name.

   (h) “Digital Master(s)” means the original Content in digital form and any copies thereof, whether created by Client or Distributor.

   (i) “Direct Digital Download Distribution Service” means the online services operated by Distributor for the sale, distribution, marketing, streaming, licensing, monetization, or other digital transmission or exploitation of the Content and other media.

   (j) “DSP” means any digital service provider or platform (including UGC platforms) that makes Content available by sale, stream, download, rental, synchronization, user-generated monetization, or similar means.

   (k) “Gross Sales” means the gross revenues that Distributor directly and actually receives from digital distribution or monetization of the Content from Direct Digital Download Distribution Services and Third Party Licensees, less any platform-assessed reversals and chargebacks.

   (l) “Materials” means the assets Client must deliver to Distributor, including complete metadata, high-resolution cover art and Artist photos, audio and/or video files meeting DSP technical specifications, and artist biographies.

   (m) “Net Profits” means the gross proceeds received by Distributor after deduction of the distribution fee, any applicable administration fee, and pre-approved advertising costs and chargebacks. For the avoidance of doubt, any marketing and advertising expenses (per Section 14) are not reimbursed to Distributor prior to the calculation of Net Profits.

   (n) “Post-Term Period” means the period of three hundred sixty-five (365) days following the effective date of a Takedown after expiration or termination, as described in Section 28.

   (o) “Services” means the sale, distribution, marketing, streaming, monetization (including UGC/Content ID), or other exploitation of the Content pursuant to this Agreement.

   (p) “Single Units” means the units of any individual song or Single manufactured or delivered in any audio format.

   (q) “Third Party Licensee” means any third party that Distributor authorizes to carry out the sale, distribution, streaming, licensing, monetization, or other exploitation of Content pursuant to this Agreement, including, by way of example and not limitation, Apple, Spotify, Amazon Music, YouTube, TikTok, Meta, SoundExchange and others chosen by Distributor in its sole discretion.

   (r) “Video Units” means the units of any Video Content delivered, streamed, or otherwise monetized across applicable platforms.

2. ELECTRONIC ACCEPTANCE; PORTAL SUBMISSION. Client acknowledges and agrees that by clicking to accept, checking a box, or submitting Content through Distributor’s website or portal, Client is executing this Agreement electronically under the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA), and such acceptance constitutes Client’s signature and agreement to be bound.
   
   
3. DISTRIBUTION OF PRODUCT. This Agreement is for digital distribution and monetization of Content uploaded by Client to any Smith Music portal (including portal.smithmusic.com and smithmusicportal.audiosalad.com) and Distributor’s Services related thereto, through all forms of media distribution and transmission, whether now known or hereafter devised, including without limitation streaming, downloads, public performance, UGC/Content ID, fingerprinting, and other forms of electronic media transmission. Digital Masters, graphic art, and all Materials described in Section 20 must be delivered to Distributor no later than fourteen (14) days prior to the set release date.
   
   
4. EXCLUSIVE GRANT OF RIGHTS. Client appoints Distributor as the sole and exclusive digital distributor of the Content to perform the Services within the Authorized Territory for the Term (Section 6). Client shall not authorize any other person or entity to distribute the Content or perform the Services within the Authorized Territory during the Term without Distributor’s express written permission.
   
   (a) Client retains the right to grant individual master use licenses (e.g., for premiums, endorsements, games, samples, theater, film, television, advertisements, compilation albums, Internet productions, merchandising, and promotions). Client may also stream the Content solely for promotional purposes through Client’s own website and/or social platforms.
   
   
5. RIGHT TO REJECT OR REMOVE CONTENT; NO OBLIGATION TO DISTRIBUTE. Distributor may decline to distribute, or may remove, any Content that in Distributor’s reasonable discretion (i) fails technical/QC standards; (ii) lacks required rights/clearances; (iii) violates platform terms, applicable law, or third-party rights; or (iv) could reasonably expose Distributor to claims, penalties, or reputational harm. Distributor makes no commitment that any DSP or platform will accept or maintain the Content.
   
   
6. TERM; FINAL ACCOUNTING. The term begins on the Effective Date and continues for one (1) year (the “Initial Term”). This Agreement cannot be terminated without cause during the Initial Term. The term automatically renews year-to-year (each a “Renewal Term”) unless either Party provides sixty (60) days’ written notice of termination during any Renewal Term. The Initial Term and any Renewal Term(s) are collectively the “Term.” A final accounting will occur within three hundred sixty-five (365) days of the end of the month during which the Agreement is terminated. All monies due from either Party at the time of the final accounting shall be paid within sixty (60) days following Client’s receipt of such final accounting. Payment may include monies due to Client for Content or reimbursements from Client to Distributor for any over-payments previously made by Distributor.
   
   
7. COMPENSATION; DISTRIBUTION FEES.

   (a) Audio Content. For Distributor’s Services relating to audio Content (Albums and Singles), Distributor shall be paid fifteen percent (15%) of Gross Sales for each Album Unit or Single Unit that is streamed, sold, paid for, and not returned.

   (b) Video Content. For Distributor’s Services relating to Video Content (including music videos, lyric videos, live performance videos, visualizers, and similar), Distributor shall be paid fifteen percent (15%) of Gross Sales attributable to each Video Unit, plus a one-time processing/ingestion fee of two hundred U.S. dollars (US $200.00) per video. Platform-assessed delivery, QC, or re-delivery charges (if any) may be passed through and recouped from Client’s share.

   (c) Chargebacks and Reversals. Distributor may deduct or set off from amounts otherwise payable to Client any DSP/platform reversals, chargebacks, clawbacks, or refunds and any amounts previously over-credited to Client due to later DSP adjustments. Distributor may maintain a reasonable reserve against potential reversals.

   (d) Administration Fee. In addition to the Distribution Fees above, Distributor will assess an Administration Fee for each accounting period reconciled during the term of the Agreement, including the final accounting period. The Administration Fee shall be six U.S. dollars and ninety five U.S. cents (US $6.95) per statement period. The Administration Fee is deducted in computing Net Profits and is non-refundable. Distributor may reasonably adjust the Administration Fee prospectively upon thirty (30) days’ written notice. For clarity, bank, wire, or third-party payment processor charges (if any) may be deducted separately from amounts payable to Client.

8. AUTHORIZATION. By executing this Agreement and/or uploading Content, Client appoints Distributor as Client’s exclusive authorized representative for the digital distribution and monetization of the audio and visual Content uploaded to any Smith Music portal. Accordingly, during the Term and throughout the Authorized Territory, Client grants Distributor the exclusive right to:

   (a) Reproduce and create derivative works of the Content by converting the Content into Digital Masters, including Clips for promotion.

   (b) Publicly perform, publicly display, communicate to the public, and otherwise make available the Content (including Clips) by means of digital audio/audiovisual transmissions through Direct Digital Download Distribution Services, Third Party Licensees, or other authorized outlets, and to promote the availability of the Content on a through-to-the-listener/viewer basis without payment by Distributor to: (i) songwriters, composers, or music publishers; (ii) performing artists (including non-featured); (iii) any other person involved in the creation/ownership of the Content; or (iv) their agents (including PROs and unions/guilds), subject in all cases to Client’s obligations in Sections 16 and 19.

   (c) Use and distribute Copyright Management Information as embodied in a Digital Master of the Content.

   (d) Use the Content and metadata reasonably necessary or desirable for Distributor to exercise its rights hereunder.

   (e) Authorize Third Party Licensees to perform any of the foregoing activities.

9. NAME AND LIKENESS; PROMOTIONAL USE.

   (a) Client grants Distributor (and its Third Party Licensees) the right during the Term to use names, approved likenesses, and biographical material concerning Client and featured contributors, as well as track/single/album/video names and artwork, to market and promote the Content.

   (b) Distributor may market, promote, and advertise the Content as available for purchase/consumption in any and all media, now known or hereafter devised.

10. REVERSION OF RIGHTS. All rights granted to Distributor revert to Client upon proper termination of this Agreement, subject to Sections 6, 22, 27, and 28 regarding accounting, returns, artificial activity, and takedowns/post-term processing.
    
    
11. SALE OF RIGHTS IN CONTENT PROHIBITED. Client may not sell or assign any rights in the Content during the Term to any third party without Distributor’s express written permission.
    
    
12. EARNINGS STATEMENTS; PAYMENT THRESHOLD. Distributor will render to Client monthly digital statements within ninety (90) days after the end of each month (e.g., January activity by April 30), indicating the number of Album Units, Single Units, and Video Units sold/streamed/monetized and paid for (and not returned), applicable wholesale prices (if any), and Gross Sales received. Once total Net Profits reach the minimum threshold of US $200, payment will be issued. Each statement will itemize the Distribution Fee, the Administration Fee, and any adjustments (chargebacks, reversals, reserves) applied for that period.
    
    
13. ACCOUNTING RECORDS AND AUDIT RIGHTS. Distributor will keep full and complete records of transactions relating to the Content. No more than once per calendar year, and upon reasonable notice, Client may, at its own expense, audit Distributor’s relevant records during normal business hours through a certified public accountant. Client must provide audit results to Distributor; the Parties will negotiate in good faith to resolve discrepancies. Any statement not questioned in writing within two (2) years of issuance shall be deemed accurate, final, and binding. Client’s audit rights are limited as stated; failure to audit per this Section waives any challenge to the applicable statement.
    
    
14. FURTHER ACTIONS; CHAIN OF TITLE. Client shall execute and deliver any documents reasonably requested by Distributor to evidence or confirm this Agreement, including chain-of-title verification.
    
    
15. CONTENT OWNERSHIP. Subject to the rights granted hereunder, all right, title and interest in and to the Content, Digital Masters, Clips, copyrights and equivalent rights, and all Materials furnished by Client remain with Client.
    
    
16. MARKETING AND ADVERTISING. All advertising and marketing must be approved by both Parties. Costs/expenses initially incurred by Distributor are 100% recoupable by Distributor from first monies due to Client from Net Profits until fully recouped.
    
    
17. PROMOTIONS. Any promotions must be pre-approved by Client. Costs/expenses initially incurred by Distributor are 100% recoupable by Distributor from first monies due to Client from Net Profits until fully recouped.
    
    
18. REPRESENTATIONS AND WARRANTIES.

    (a) Mutual. Each Party represents and warrants that it: (i) is authorized to enter this Agreement; (ii) will not act in a manner that conflicts with any existing obligation to a third party; and (iii) shall perform hereunder in compliance with applicable laws and regulations.

    (b) Client’s Additional Representations and Warranties. Client further represents and warrants that: (i) Client has full authority on behalf of all owners/participants in the Content and is authorized to grant the rights and assume obligations herein; (ii) Client owns or controls all necessary rights and permissions (including name/likeness permissions) for use as contemplated hereunder; (iii) the use/exploitation of the Content by Distributor and Third Party Licensees as contemplated herein will not infringe any third-party rights (including privacy, publicity, copyright, trademark, or contract rights); (iv) to the extent Client is a songwriter/co-writer, Client has the right to grant the rights herein notwithstanding any PRO or publisher agreements and will take steps to inform such parties as needed; and (v) Client has not granted exclusive rights in the applicable sound recordings to any third party in a manner that would conflict with this Agreement.

19. INDEMNIFICATION.

    (a) Client shall indemnify, defend, and hold harmless Distributor and its affiliates from and against all claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of any breach or alleged breach by Client of this Agreement (including Sections 18, 20, 27, and 28), including claims by PROs, publishers, unions/guilds, contributors, or other rights holders. Pending the resolution of any claim, Distributor may withhold amounts otherwise payable to Client up to Client’s potential liability.

    (b) Artificial Activity Charges. Without limiting the foregoing, Client shall indemnify and hold harmless Distributor and its affiliates from any fines, penalties, chargebacks, clawbacks, reversals, DSP-imposed fees, audit assessments, legal fees, investigation costs, or administrative costs arising from Artificial Activity or any breach by Client or third parties engaged by Client. Distributor may withhold from royalties an amount reasonably related to potential exposure.

20. CLIENT RESPONSIBILITIES; DELIVERY.

    (a) Client Responsibilities. Client is responsible for obtaining and paying for all clearances/licenses required in the Authorized Territory for the use of musical works embodied in the Content, and for all payments due to contributors and rights holders, including without limitation: (i) artist/participant royalties; (ii) mechanical royalties; (iii) union/guild payments; and (iv) any other royalties, fees or sums payable with respect to the Content or materials provided by Client. Amounts payable to Client hereunder are inclusive of any so-called “client royalties.” Client is responsible for complying with RIAA PAL standards, as applicable.

    (b) Delivery; Materials. With each upload, Client shall deliver via the SmithMusic.com portal: (i) complete metadata (song titles, publishers, runtimes, credits including songwriters/composers); (ii) high-resolution cover art and Artist photos; (iii) audio and/or video files meeting DSP technical specifications; and (iv) artist biographies. All delivered Materials are deemed pre-approved for Distributor’s use in performing the Services.

21. NO SALES/PERFORMANCE GUARANTEES. Distributor makes no guarantees regarding minimum sales, streams, views, placements, or that Third Party Licensees will perform or pay as expected. Distributor will use commercially reasonable efforts to collect sums due from Third Party Licensees.
    
    
22. CONTENT RETURNABLE; ADJUSTMENTS. All Content is returnable subject to platform policies. Reported “sales” may be adjusted or reversed by DSPs/platforms. In the event of returns/reversals, Client shall reimburse Distributor for amounts previously paid that were later reversed. Negative balances carry forward between statements; any final negative balance shall be remitted by Client within thirty (30) days.
    
    
23. DEFAULT AND BREACH. Distributor shall not be deemed in breach unless and until: (i) Client delivers specific written notice of breach; and (ii) Distributor fails to cure within thirty (30) days after receipt, except where the breach is incurable. If Client breaches representations/warranties or infringes Distributor’s exclusive rights, Distributor may: (1) withhold any and all monies due and Client agrees to forfeit such monies; (2) seek legal relief; and/or (3) immediately terminate the Term, with Client promptly reimbursing any advances and expenses.
    
    
24. CHOICE OF VENUE. All disputes shall be subject to the exclusive jurisdiction of the state and federal courts located in Tarrant County, Texas. The Parties submit to such personal jurisdiction and venue.
    
    
25. CONSTRUCTION. This Agreement was mutually drafted. It shall not be construed for or against either Party and will be interpreted according to its plain meaning and industry custom.
    
    
26. GENERAL PROVISIONS.

    (a) Relationship. The Parties are independent contractors; no partnership, agency, joint venture, or fiduciary relationship is created.

    (b) Entire Agreement. This Agreement (including any addenda) constitutes the entire understanding and supersedes all prior agreements regarding the Services. Modifications must be in writing and signed by both Parties (or as otherwise permitted herein).

    (c) Waiver; Severability. Failure to enforce any provision shall not be a waiver. If any provision is unenforceable, it shall be replaced by an enforceable provision that most closely reflects the Parties’ intent; the remainder remains in force.

    (d) Notices. Notices must be in writing and sent by certified/registered mail (return receipt), messenger with receipt, or email with written confirmation of receipt:

    To Distributor: SMITHMUSIC.COM LLC, 308 FM 1830, Suite 3A, Argyle, TX 76226

    To Client: Address provided on W-9 or other address provided to Distributor

    Notices are deemed received upon delivery (or, for email, upon confirmed receipt). A Party may update its notice address by written notice.

    (e) Binding Effect. This Agreement binds and benefits the Parties and their respective assigns, heirs, executors, estates, affiliates, agents, personal representatives, administrators, and successors (whether by merger, operation of law, or otherwise).

    (f) Governing Law; Dispute Resolution. Texas law governs (without regard to conflict-of-laws). The Parties will first negotiate in good faith, then mediate if needed; failing that, claims shall be brought pursuant to Section 24.

    (g) Cumulative Rights. Rights and remedies are cumulative to the extent permitted by law.

    (h) Headings. Headings are for convenience only.

    (i) Taxes. Client shall be solely responsible for all income, withholding, sales, use, value-added, and other taxes arising from any amounts payable to Client under this Agreement. Distributor shall have the right to withhold from any amounts payable to Client any sums required to be withheld under applicable law. If Distributor is assessed, charged, or required to pay any taxes, penalties, interest, or assessments relating to Client or the Content (including without limitation foreign withholding, unreported earnings, or misclassification-related assessments), Distributor may deduct and offset such amounts from any sums payable to Client. Distributor shall have no responsibility for reporting or paying taxes on Client’s behalf.

    (j) No Third-Party Beneficiaries. There are no third-party beneficiaries.

    (k) Assignment. Except for a transfer to a parent or successor acquiring substantially all assets or voting stock, neither Party may assign without the other Party’s written consent (not to be unreasonably withheld).

27. ARTIFICIAL STREAMING; FRAUDULENT ACTIVITY. Client acknowledges that Artificial Activity is strictly prohibited and may impose penalties.

    (a) If Distributor receives one (1) or more notices, flags, or reports from any DSP or fraud-detection system indicating Artificial Activity relating to Client’s Content or account(s), Distributor may withhold and/or permanently forfeit any and all royalties associated with the affected period(s), recoup or claw back overpayments, suspend royalty payments, and maintain a reserve reasonably related to potential exposure.

    (b) If Client, Client’s account(s), or Client’s Content appears in multiple Artificial Activity reports, Distributor may, in its sole discretion: (i) permanently withhold or forfeit associated royalties; (ii) assess penalties and apply chargebacks; (iii) terminate this Agreement immediately; and/or (iv) require Client to reimburse Distributor for any fines, assessments, penalties, platform fees, chargebacks, legal costs, investigative costs, audit assessments, or administrative expenses incurred due to Artificial Activity.

    (c) DSP/platform determinations regarding fraud may be treated as binding for purposes of Distributor enforcement under this Section. Client is responsible for the acts and omissions of any marketing vendors, playlist promoters, consultants, or third parties engaged by or for Client.

28. TAKEDOWNS; NOTICE; POST-TERM FORFEITURE.

    (a) Client Responsibility. Client is solely responsible for requesting removal of distributed Content (“Takedown”). Takedown requests must be submitted in writing through Distributor’s designated support channels and in the format reasonably required by Distributor, and Client must timely complete any administrative steps needed to effect removal. After a Takedown  notice has been submitted, the Client is responsible to confirm the Content has been removed and to notify Distributor if the Content is still available from any DSP.

    (b) Failure to Notify/Act. If Client fails to timely provide accurate Takedown instructions or complete necessary steps, Distributor may suspend royalty payments related to such Content and/or offset such royalties against any costs incurred. Client is responsible for any platform fees connected with late or corrective removals.

    (c) Post-Term Royalty Period. Following expiration or termination of this Agreement, Distributor shall continue to account and pay royalties for a maximum of three hundred sixty-five (365) days following the date on which Takedown becomes effective (the “Post-Term Period”). If Client does not timely notify Distributor of a Takedown, or fails to comply with required procedures, any royalties unpaid or unclaimed at the end of the Post-Term Period shall be permanently forfeited, and Distributor shall have no further obligation to account or pay with respect to such Content.

IN WITNESS WHEREOF; PORTAL EXECUTION Client agrees to the terms and conditions set forth herein, and the Parties acknowledge execution of this Agreement upon Client’s submission of any applicable Content through any Smith Music portal or Client’s electronic acceptance on Distributor’s website.