Terms and Conditions of Use

ARTIST AGREEMENT

-SUPERLOUD STUDIOS, LLC

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Welcome to the SuperLoud Studios Artist Agreement (together with any and all applicable Addenda the “Agreement”), between you and SuperLoud Studios (a division of  SuperLoud Studios, LLC, along with our licensees and assignees collectively referred to in this Agreement as “us,” “we,” and “SuperLoud Studios”). This Agreement contains the general terms and conditions under which SuperLoud Studios offers the “Services” (as defined below). If you choose to utilize the Digital Download and Distribution Service (as defined below) or the Consignment Service (as defined below) or the “Sync Distribution Service” (as defined below) or any combination of such services, the Digital Download Addendum and/or the Consignment Service Addendum and/or the Sync Distribution Addendum (each an “Addendum” and collectively the “Addenda”) will apply as applicable. Use of the Services, including through the submission of sound recordings (and the musical works embodied therein) for distribution by SuperLoud Studios (whether by upload to the SuperLoud Studios website (www.superloudstudios.com) (the “Website”) or through the submission of physical embodiments of your sound recordings (and the musical works embodied therein) (e.g., as CDs or DVDs) to SuperLoud Studios, constitutes your agreement to and acceptance of this Agreement and any applicable Addendum.

THIS AGREEMENT, WHEN ACCEPTED BY YOU (ONLINE, AFTER CLICK “I AGREE”), WILL CREATE A BINDING AND LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU AND US, WHETHER YOU ARE ACTING IN YOUR INDIVIDUAL CAPACITY OR AS THE AUTHORIZED REPRESENTATIVE FOR AN ARTIST, BAND, GROUP OR CORPORATION, IN WHICH CASE “YOU” SHALL REFER TO THE ARTIST, BAND, GROUP OR CORPORATION ON WHOSE BEHALF YOU ARE ACTING AND AUTHORIZED TO ACT. THEREFORE, PLEASE READ THIS AGREEMENT CAREFULLY AND CONSULT WITH YOUR OWN BUSINESS AND LEGAL ADVISORS BEFORE SIGNING OR CLICKING “I AGREE.” THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE ON WHICH SIGN OR YOU CLICK THE “I AGREE” BUTTON BELOW.

We reserve the right to add, delete and/or modify any of the terms and conditions contained in this Agreement pursuant to the provisions of Section9 below. Notwithstanding the preceding sentence, no modifications to this Agreement will apply to any dispute between you and SuperLoud Studios that arose prior to the date of such modification. In the event of substantive changes to the terms of this Agreement, you will be notified by email. If any modification is unacceptable to you, your only recourse is to discontinue use of the Services. Your continued use of the Services following posting of a change notice or new agreement on the Site or notice to you via e-mail, will constitute your binding acceptance of the changes.

YOU ARE RESPONSIBLE FOR MAINTAINING A VALID E-MAIL ADDRESS ON FILE WITH SUPERLOUD STUDIOS FOR SO LONG AS YOU AVAIL YOURSELF OF ANY SERVICES..

1. Terms of Service:

This Agreement is incorporated into and subject to the Terms of Service (http://www.superloudstudios.com/terms-and-conditions) (“TOS”). All initially-capitalized terms not defined in this Agreement are defined in the TOS.

2. Authorization:

You hereby appoint us as your authorized representative for the sale and other distribution of “Your Content” (as defined below). Accordingly, you hereby grant to us and our “Licensees” (as defined below) the non-exclusive right, during the “Term” (as defined below) and throughout the “Authorized Territory” (as defined below), to:

(a) Reproduce and create derivative works of Your Content (including any Physical Product) by creating video files that embody Your Content and elements thereof and authorizing our Licensees to do the same (hereinafter referred to as “Art Tracks”), converting Your Content into Digital Masters, including full-length versions of sound recordings (“Clips”) that can be used for promotional purposes as authorized herein and, if necessary, reproducing Your Content in new Physical Product;

(b) Publicly perform, publicly display, communicate to the public, and otherwise make available Your Content, and Clips, by means of digital audio transmissions (on an interactive or noninteractive basis) through the Website, a Licensee website, or via a SuperLoud Studios Widget you or any person authorized by you may place on any website, to identify the availability of Your Content for license, sale or distribution and to promote Your Content, on a through-to-the-listener basis, without the payment of any fees or royalties to (i) the songwriters, composers, or music publishers owning any rights in and to Your Content; (ii) any performing artist(s) (including non-featured vocalists and musicians) on Your Content; (iii) any other person involved in the creation of or owning any portion of Your Content, including, but not limited to a record label, and (iv) any agents for any of the foregoing, including, without limitation, performing rights organizations (“PROs”) and unions or guilds, whether U.S.-based (such as ASCAP, BMI, SESAC, SoundExchange, AFTRA and AFM) or foreign (e.g., PRS for Music, PPL, CMRRA, CSI, GEMA, etc.);

(c) Distribute Your Content in accordance with any applicable Addendum;

(d) Place or embed Your Content in magazines, web sites, SuperLoud Studios advertisements, and any and all other media, whether now known or hereafter developed, but specifically excluding television and movies, to promote the SuperLoud Studios Service;

(e) Use and distribute Copyright Management Information as embodied in a Digital Master of Your Content;

(f) Use Your Content and metadata as may be reasonably necessary or desirable for us to exercise our rights under this Agreement;

(g) Reproduce, distribute, and publicly perform and communicate to the public Your Content (including Clips) as part of a downloaded program that may include multiple sound recordings and other content, commonly known as a “podcast;” and

(h) Authorize our Licensees to perform any one or more of the activities specified above or in an applicable Addendum.

3. Term:

The term of this Agreement will commence on the Effective Date and will continue, unless and until terminated by either you or us, upon twenty-four (24) hours written notice (the “Term”), which notice, if sent by (a)SuperLoud Studios, may be sent to you at the last e-mail address or mailing address you provided to SuperLoud Studios and (b)you to SuperLoud Studios, must be sent to our corporate office address and only to the following e‑mail address: info@superloudstudios.com with the following information: (a)your username; (b)the e‑mail address associated with your Account; (c)all album titles for which you are requesting termination; and (d)which Services you are terminating (e.g., Physical Distribution, Digital Distribution, and/or Sync Distribution). Any termination notice provided by you pursuant to this section shall be permanent and irreversible. Notwithstanding anything to the contrary herein, SuperLoud Studios may at any time in its sole discretion, with or without notice to you: (i)suspend or limit your access to or your use of the Services and/or (ii)suspend or limit your access to your Account (as defined in Section11(a)).

4. Payments to You:

(a) Pricing the Sale of Your Content. Except as otherwise set forth in an Addendum, you will have the discretion to set the pricing for the sale of Your Content on the Website. Notwithstanding the foregoing, SuperLoud Studios and its distributors and partners may set pricing differently for third-party websites than for the Website, including, by way of example and not limitation, to cover additional costs or to provide discounts for promotions. SuperLoud Studios reserves the sole and exclusive right to set the pricing for any digital audio transmissions of Your Content, whether on an interactive or non-interactive basis, provided that Your Content will be priced the same as all other content on the Service licensed by SuperLoud Studios for interactive or non-interactive digital audio transmissions. You will also be subject to additional set up fees and charges as more fully explained on the Website, including, but not limited to, fees for SuperLoud Studios administering mechanical royalties for the reproduction and distribution of musical works (as applicable), as such fees and charges may be updated by SuperLoud Studios from time to time, and you are responsible for reviewing those fees and charges. Your acceptance of this Agreement is an acceptance of the SuperLoud Studios fees and charges, which are available online.

(b) Licensee Records. SuperLoud Studios, may, but need not, audit the books and records of Licensees and may accept any representations made in a Licensee accounting statement delivered to SuperLoud Studios as true and complete. SuperLoud Studios shall have no liability to you for failure to audit or investigate any accountings rendered to it by any Licensees.

(c) Offsets. You hereby authorize SuperLoud Studios to offset against any amounts owed to you pursuant to this Agreement any amounts that you may owe to SuperLoud Studios, whether under an indemnification provision or for costs, expenses, and deductions authorized in this Agreement.

(d) Recordkeeping; Audits. We will maintain books and records which report the sale or other licensed uses of Your Content. You may, but not more than once a year, at your own expense, engage a Certified Public Accountant (“CPA”) to examine those books and records directly related to the sale or other licensed uses of Your Content, as provided in this Section4(d), only. You may have your CPA make those examinations only for the purpose of verifying the accuracy of the statements sent to you. All such examinations will be in accordance with generally accepted accounting principles (“GAAP”) procedures and regulations. Your CPA may make such an examination for a particular statement only once, and only within one (1) year after the date we send you that statement. Your CPA may make such an examination only during our usual business hours, and only at the place where such books and records are maintained in the ordinary course of business. You must provide us with thirty (30)-days written notice prior to commencing an audit and must identify the name, address, telephone number, and email address of the CPA conducting the audit on your behalf. You may not engage the CPA on a contingent fee basis (i.e., your CPA must be paid on a flat fee or time-based basis). We may postpone the commencement of your CPA’s examination by notice given to you not later than five (5) days before the commencement date specified in your notice. In the event of any postponement initiated by us, the running of the time within which the examination may be made will be suspended during the postponement. If your CPA’s examination has not been completed within three (3) months from the time commenced, then we may require you to terminate the audit upon seven (7) days’ notice, which notice may be given at any time. We will not be required to permit the CPA to continue any examination after the end of that seven (7)‑day period. Your CPA will not be entitled to examine any other records that do not specifically report sales or other licensed uses of Your Content for which SuperLoud Studios has actually received payment. Your CPA may act only under an acceptable confidentiality agreement, which provides that any information derived from such audit or examination on your behalf will not be knowingly released, divulged, published or shared with any other person, firm or corporation, other than to you or to a judicial or administrative body in connection with any proceeding relating to this Agreement. Your CPA may not share the results of the examination conducted on your behalf with any third party without our express written permission.

(e) Objections to Accountings. If you have any objections to a SuperLoud Studios accounting statement made available to you, you agree that you shall give us specific notice of that objection, including a copy of your CPA’s analysis of the accounting statement, and your reasons for it within eighteen (18) months after the date we send or make that statement available to you. Each statement shall become conclusively binding on you at the end of that eighteen (18)‑month period, and you will no longer have any right to make any other objections to it notwithstanding any audit rights you may otherwise have under any applicable law or regulation. Any payments determined to be owed you following an audit shall be paid within forty-five (45) days of the delivery of your CPA’s audit report, unless objected to in writing by SuperLoud Studios, in which case any payments due shall be postponed pending the resolution of the audit dispute. A late fee of one-half percent (0.5%) shall be due for underpaid royalties. Unless otherwise prohibited by law, you will not have the right to sue us in connection with any statement, or to sue us for unpaid royalties for the period a statement covers, unless you commence the suit within that eighteen (18)-month period. If you commence suit on any controversy or claim concerning statements rendered to you under this Agreement in a court of competent jurisdiction, the scope of the proceeding will be limited to a determination of the amount of royalties due for the accounting periods concerned, and the court shall have no authority to consider any other issues or award any relief except recovery of any royalties found owing, plus interest at the rate of one-half percent (0.5%) per month. Your recovery of any such royalties plus interest shall be the sole remedy available to you by reason of any claim related to our statements.

(f) Affiliation with Other Performing Rights Organizations for Royalties. Nothing contained in this Agreement shall prohibit you from affiliating with any PRO for the receipt of royalty payments for the public performance or communication to the public of your sound recordings or musical works made by a third party, excluding only public performances or communications to the public of sound recordings or musical works made by SuperLoud Studios pursuant to the Authorizations set forth in Section2 of this Agreement.

(g) Tax Information. SuperLoud Studios will use its reasonable efforts to collect sales and other taxes owed on the sale of Your Content (“Sales Tax”), and to remit such Sales Tax on your behalf to relevant government authorities. Notwithstanding the above, in all events, you acknowledge and agree that you are ultimately responsible for the payment of any Sales Tax owed in connection with the sale or distribution of Your Content pursuant to this Agreement, and you hereby indemnify SuperLoud Studios for any Sales Tax that may be owed in addition to those amounts collected and remitted on your behalf by SuperLoud Studios.

5. Your Obligations:

(a) You, or a licensee acting on your behalf, will be responsible for obtaining and paying for any and all clearances or licenses required in the Authorized Territory (or any portion thereof) for the use of any musical works embodied in Your Content. Without limiting the generality of the foregoing, you (either directly or through a third party acting on your behalf) shall be responsible for and shall pay (i)any royalties and other sums due to artists (featured and non-featured), authors, co‑authors, copyright owners and co-owners, producers, engineers, and any other record royalty participants from sales or other uses of Your Content, (ii)all mechanical royalties or other sums payable to music publishers and/or authors or co-authors of musical compositions embodied in Your Content from sales or other uses of Your Content [Please see the information at https://superloudstudios.com with regard to publishing issues.], (iii)all payments that may be required under any collective bargaining agreements applicable to you or any third party (e.g., to unions or guilds such as AFM or AFTRA), and (iv)any other royalties, fees and/or sums payable with respect to Your Content or other materials provided by you to us. You agree that the amount payable to you is inclusive of any so‑called “artist royalties” that might otherwise be required to be paid for sales or exploitations pursuant to the applicable laws of any jurisdiction and for any public performances, public displays or communications to the public of the sound recordings and musical works constituting Your Content.

(b) Parental Advisory Labeling. You will be responsible for complying with the Recording Industry Association of America’s (“RIAA”) Parental Advisory Logo (“PAL”) Standards, as applicable, for so long as you use the Services. Information about the RIAA PAL Program is available here: http://www.riaa.com/resources-learning/parental-advisory-label/

6. Right to Withdraw Material; Termination of Authorizations to Licensees

You have the right, at any time during the Term, to withdraw the authorizations set forth in Section2 above and the applicable Addenda, for the sale or other uses of all or any portion of Your Content, upon written notice to us (a “Withdrawal Notice”) or to terminate this Agreement pursuant to Section3 of this Agreement (a “Termination Notice”). Upon receipt of a Withdrawal Notice with respect to any of Your Content or a Termination Notice with respect to all of Your Content, we will promptly remove those elements of Your Content covered by such Withdrawal Notice or Termination Notice, as the case may be, from the Website (and in no event more than five (5) business days following receipt of a Withdrawal Notice or Termination Notice), and shall, within five (5) business days following our receipt of a Withdrawal Notice or Termination Notice, advise our Licensees via a “Takedown Notice” that they are no longer authorized to sell or offer for any other use those elements of Your Content covered by such Takedown Notice. Your submission of a Withdrawal Notice or Termination Notice shall not in any way limit the authorizations granted to us or any Licensees prior to the implementation of your Withdrawal Notice or Termination Notice, and will not limit in any way the rights of end users who have acquired Your Content.

SuperLoud Studios is not responsible for, and has no liability for, any delays of our Licensees in removing Your Content from any websites or services owned or operated by such Licensees. You shall remain solely responsible for enforcing the removal of Your Content from our Licensees’ websites and services in the event such Licensees fail to remove Your Content following receipt of a Takedown Notice or following the termination of any rights granted to such Licensees by SuperLoud Studios; provided, however, that SuperLoud Studios may, in its sole and absolute discretion, continue to assist you to effectuate the removal of Your Content from Licensees’ websites and services. SuperLoud Studios may, but need not, provide you with notice in the event SuperLoud Studios terminates or allows to expire any authorizations previously granted to a Licensee for the distribution of Your Content. Nothing in this Agreement shall limit any remedies you may have at law or in equity against any Licensee that is using Your Content in violation of the terms of any license granted to such Licensee by you or SuperLoud Studios.

7. Names and Likenesses; Promotional Use and Opportunities:

(a) Name and Likeness of Artists and Songwriters. You hereby grant to SuperLoud Studios during the Term the right to use and to authorize our Licensees to use the names and approved likenesses of, and biographical material concerning, any artists, bands, producers and/or songwriters, as well as track and/or album name, and all artwork related to your sound recordings or audiovisual works, in any marketing materials for the sale, promotion, and advertising of Your Content, which is offered for sale or other use under the terms of this Agreement (e.g., an artist or band name and likeness may be used in an informational fashion, such as by textual displays or other informational passages, to identify and represent authorship, production credits, and performances of the applicable artist or band in connection with the exploitation of Your Content).

(b) Promotion. You hereby grant to us and our Licensees the right to market, promote, and advertise Your Content as available for purchase or license, in any and all media, whether now known or hereafter developed, as we and they determine in our and their discretion.

(c) Customer Information. SuperLoud Studios may, from time to time, provide you with information relating to customers that purchase Your Content, subject to our privacy policy and the preferences of our customers. You may only use, and disclose this information to a third party, for your internal record keeping purposes. You may not disclose any of this information to a third party or use it for any other purpose. In all events, you will comply with the terms of SuperLoud Studios privacy policy http://www.superloudstudios.com/privacy-policy in connection with the customer data provided under this Agreement.

8. Ownership:

(a) Subject to our rights hereunder or under any prior agreement between you and us, as between you and us, all right, title, and interest in and to (a) Your Content, (b) the Digital Masters, (c) the Clips, (d) the Physical Product (if applicable), (e) all copyrights and equivalent rights embodied therein, and (f) all materials furnished by you, will be yours.

9. Modification, Termination and Effect of Termination:

(a) Modification of Agreement. We reserve the right to change, modify, add to, or remove all or part of this Agreement, in our sole discretion, at any time and from time to time. Notice of any material change will be sent to you by electronic mail at least fifteen (15) days prior to its effective date. If the e-mail you have provided to us is no longer functioning, then, in addition to any other remedies we may have with respect to your Account and use of the Services, we shall be authorized to communicate with you via any other reasonable manner we may choose in our sole discretion, including through notice on the web page through which you access your Account information or via any accounting statement. The most recent date of this Agreement shall be identified on the first page hereof. In the event that you do not consent to any such proposed changes in the Agreement, your sole recourse shall be to terminate this Agreement by notice to us, and your failure to submit a Termination Notice within fifteen (15) days of the date of our notice to you shall constitute your acceptance of such changes to the extent Your Content is still available through the Services. To terminate your Agreement, you must send a Termination Notice to Info@superloudstudios.com and include in the subject line of your e-mail “Termination of Artist Agreement.”

(b) Consequences of Termination. The expiration or termination of the Agreement will not relieve either you or us from our respective obligations incurred prior to the effective date of your termination of the Agreement. In addition, provisions of this Agreement intended to survive the termination of this Agreement shall survive termination, including, but not limited to, the Indemnification, Disclaimers, Limitation of Liability; Basis of the Bargain, and General Provisions.

10. Monitoring of Your Content; Removal of Content from Website:

(a) Monitoring. SuperLoud Studios does not control Your Content and does not have any obligation to monitor Your Content for any purpose. SuperLoud Studios may choose, in its sole discretion, to monitor, review or otherwise access some or all of Your Content, but by doing so SuperLoud Studios assumes no responsibility for Your Content, no obligation to modify or remove any inappropriate elements of Your Content, or to monitor, review or otherwise access any other artist’s content or artwork.

(b) Right of Removal. SuperLoud Studios reserves the right, in its sole and absolute discretion, to remove any of Your Content from the Website if such content: (i)is patently offensive, pornographic or defamatory; (ii)is the subject of a dispute between you or us and a third party; (iii)is content to which you cannot document your rights therein upon SuperLoud Studios request; (iv)violates the intellectual property rights or other protected interests of a third party; (v)is the subject of a takedown notice by a party claiming to own the rights therein, or (vi)is the subject of any fraudulent activity, or for any other reason in SuperLoud Studios sole and absolute judgment is necessary to protect the business interests of SuperLoud Studios and any of its business partners or Licensees. SuperLoud Studios may also remove Your Content from the Website if you are abusive or rude or provide false or intentionally misleading information to any SuperLoud Studios employees or agents. SuperLoud Studios shall have no liability to you for the removal of any of Your Content from the Website or any Licensee website or service other than to provide you a credit (but not a refund) for any fees previously paid by you for making Your Content available via the Website or through Licensees. The removal of any of Your Content shall not relieve SuperLoud Studios of the obligation to pay you any royalties that may have accrued prior to the removal of Your Content.

(c) No Termination Due to Removal. This Agreement shall not be terminated automatically by SuperLoud Studios removal of Your Content from the Website or Licensee’s websites or services. In order for you to terminate this Agreement following the removal of any of Your Content, you must send SuperLoud Studios a Termination Notice.

11. Account Information; Disclosures:

(a) Your Account Information. In order to access some features of the Website, including your account information and periodic statements, you will have to create an online account (“Account”). You hereby represent and warrant that the information you provide to SuperLoud Studios upon registration will be true, accurate, current, and complete. You also hereby represent and warrant that you will ensure that your Account information, including your e-mail address, is kept accurate and up‑to-date at all times during the Term of this Agreement.

(b) Password. As a registered user of the Services you will have login information, including a username and password. Your Account is personal to you, and you may not share your Account information with, or allow access to your Account by, any third party, other than an agent authorized to act on your behalf. As you will be responsible for all activity that occurs under your Account, you should take care to preserve the confidentiality of your username and password, and any device that you use to access the Website. You agree to notify us immediately of any breach in secrecy of your login information. If you have any reason to believe that your Account information has been compromised or that your Account has been accessed by a third party not authorized by you, then you agree to immediately notify SuperLoud Studios by e-mail to abuse@superloudstudios.com. You will be solely responsible for the losses incurred by SuperLoud Studios and others (including other users) due to any unauthorized use of your Account that takes place prior to notifying SuperLoud Studios that your Account has been compromised.

(c) Disclosure of Information. You acknowledge, consent, and agree that SuperLoud Studios may access, preserve, and disclose your Account information and Your Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to (i)comply with legal process; (ii)enforce this Agreement; (iii)respond to a claim that any of Your Content violates the rights of third parties; (iv)to respond to your requests for customer service; or (v)to protect the rights, business interests, property or personal safety of SuperLoud Studios and its employees and users, and the public.

12. Prohibited Use of the Website and Licensee Websites and Services:

(a) You agree not to use the Website, the Services, and any services provided by Licensees, for any unlawful purpose or in any way that might harm, damage, or disparage SuperLoud Studios, its Licensees or any other party. Without limiting the preceding sentence and by way of example and not limitation, you agree that you will not, whether through the Website, our Licensees or Your Content, do or attempt any of the following:

(b) Undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of any aspect of the Website or any other part thereof, except and solely to the extent permitted by this Agreement, the features of the Website or by law, or otherwise attempt to use or access any portion of the Website other than as intended;

(c) Reproduce, duplicate, copy, sell, trade, resell, distribute or exploit, any portion of the Website, use of the Website, access to the Website or content obtained through the Website, as a result of your being granted permission to upload Your Content to the Website;

(d) Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Website, features that prevent or restrict the use or copying of any part of the Website or features that enforce limitations on the use of the Website;

(e) Threaten, harass, abuse, slander, defame or otherwise violate the legal rights (including, without limitation, rights of privacy and publicity) of third parties;

(f) Publish, distribute or disseminate any inappropriate, profane, vulgar, defamatory, infringing, obscene, tortious, indecent, unlawful, offensive, immoral or otherwise objectionable material or information;

(g) Create a false identity or impersonate another for the purpose of misleading others as to your identify, including, but not limited to, providing misleading information to any feedback system employed by SuperLoud Studios;

(h) Transmit or upload any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful, damaging or deleterious software programs;

(i) Interfere with or disrupt the Website, networks or servers connected to the Website or violate the regulations, policies or procedures of such networks or servers;

(j) Upload or otherwise transmit any information or content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, including by incorporating any such material in Your Content; or

(k) Use the Website in any manner whatsoever that could lead to a violation of any federal, state or local laws, rules or regulations.

13. Availability of Services:

SuperLoud Studios may make changes to or discontinue any aspects of the Services and any of the features, media, content, products, software or services available via the Website, at any time and without notice and without liability to you. The features, media, content, products, software or services available on and through the Website may be out of date, and SuperLoud Studios makes no commitment to update any aspect of the Website. SuperLoud Studios makes no representations and warranties with respect to availability of the Website and may discontinue the Service at any time with or without notice. You are solely responsible for maintaining back-up copies of any elements of Your Content uploaded to the Website or otherwise delivered to SuperLoud Studios as Physical Product.

14. Additional Representations and Warranties:

(a) Mutual Representations and Warranties. Each party represents and warrants to the other that it:

(i) is authorized to enter into this Agreement on the terms and conditions set forth herein.

(ii) will not act in any manner that conflicts or interferes with any existing commitment or obligation of the other party, and that no agreement previously entered into by the party will interfere with the performance of its obligations under this Agreement.

(iii) shall perform its obligations hereunder in full compliance with any applicable laws, rules, and regulations of any governmental authority having jurisdiction over such performance.

(b) Representations and Warranties by You. You represent and warrant to SuperLoud Studios that:

(i) you have the full right, power, and authority to act on behalf of any and all owners of any right, title or interest in and to Your Content, including, but not limited to, all musical works embodied in Your Content, and that you are authorized to provide Your Content to us for the uses specified in this Agreement. For the avoidance of doubt, if you are acting on behalf of an artist, band, group or corporation, you hereby represent and warrant to SuperLoud Studios that you are fully authorized to enter into this Agreement on behalf of such artist, band, group or corporation and to grant all of the rights and assume and fulfill all of the obligations, covenants, and representations and warranties set forth in this Agreement.

(ii) you own or control all of the necessary rights in Your Content in order to make the grant of rights, licenses, and permissions herein, and that you have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within Your Content, and to use such individual’s identifying or personal information (to the extent such information is used or contained in Your Content) as contemplated by this Agreement.

(iii) the use or other exploitation of Your Content, including, but not limited to, any musical works embodied in your sound recordings, by us and our Licensees as contemplated by this Agreement will not infringe or violate the rights of any third party, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

(iv) to the extent you are the songwriter of any or all of the musical works embodied in Your Content, whether in whole or in part (e.g., as a co‑writer), you have the full right, power, and authority to grant the rights set forth in this Agreement notwithstanding the provisions of any agreement you may have entered into with any PRO, whether based in the United States or elsewhere, or any music publisher, and that you are solely responsible for taking all steps necessary to inform such PRO or music publisher of your grant of a royalty free license to us and our Licensees for the public performance and communication to the public of Your Content, including as Clips, and that no fees or payments of any kind whatsoever shall be due to any PRO or music publisher for the use of the musical works in Your Content when publicly performed, communicated or otherwise transmitted by SuperLoud Studios or its Licensees.

(v) you have not assigned any of the rights in and to the sound recordings embodied in Your Content to any third party (e.g., a record label) that obtained exclusive rights in and to such sound recordings.

15. No Representations and Warranties With Respect to Sales and Distributions:

SuperLoud Studios makes no guarantees regarding the minimum number of unit sales or uses of Your Content. In addition, we cannot guarantee that Licensees will perform under any agreement they enter into with SuperLoud Studios for the sale, distribution or licensed use of Your Content, including by paying the royalties they owe us for the distribution of Your Content. If a Licensee refuses to pay us for the use of Your Content, you agree that you will assume responsibility for collecting any payments that may be due from such non-compliant Licensees for any sale, distribution or licensed use of Your Content if such third party fails or refuses to pay such amounts to SuperLoud Studios upon SuperLoud Studios request.

16. Indemnification:

(a) Indemnification. You hereby agree to indemnify, defend, and hold SuperLoud Studios harmless from and against any and all damages, claims, liabilities, costs, losses, and expenses (including, but not limited to, legal costs and attorneys’ fees) (collectively, “Claims”) arising out of any breach or alleged breach of any of the warranties, representations, covenants or agreements made by you in this Agreement, including, but not limited to, any Claims made by a PRO or music publisher with respect to any public performances or communications to the public of any musical works embodied in Your Content, any contributor to any sound recording included within Your Content, including claims from any unions, guilds, background musicians or vocalists, engineers, etc., or any other party for any use or misuse of any other forms of intellectual property or proprietary rights in Your Content, including, but not limited to, trademark rights and invasions of the right of privacy or publicity. You agree to reimburse us, on demand, for any payment made by us at any time with respect to any Claims to which the foregoing indemnity applies. Pending the resolution of any claim, demand, or action, we may, at our election, withhold payment of any monies otherwise payable to you hereunder in an amount which does not exceed your potential liability to us pursuant to this Section.

(b) Indemnification Request. If we make an indemnification request to you under this Section, we may permit you to control the defense, disposition or settlement of the matter at your own expenses, provided that you shall not, without our prior written consent, enter into any settlement or agree to any disposition that requires any admission of liability by SuperLoud Studios or imposes any conditions or obligations on SuperLoud Studios other than the payment of monies that are readily measurable for purposes of determining your monetary indemnification or reimbursement obligations to us. If we, in our reasonable and good faith judgment conclude that you are not capable of defending your or our interests against any Claims, then we shall have the option to control the defense in any matter or litigation through counsel of our own choosing to defend against any such Claim for which you owe SuperLoud Studios an indemnification, and the costs of such counsel, as well as any court costs, shall be at your expense.

17. Disclaimers:

(a) THE WEBSITE AND ANY THIRD-PARTY CONTENT, SOFTWARE, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE, ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS” BASIS WITHOUT REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

(b) TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SUPERLOUD STUDIOS AND ITS AFFILIATES, PARTNERS, LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SUPERLOUD STUDIOS OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. SUPERLOUD STUDIOS AND ITS AFFILIATES, PARTNERS, LICENSORS, AND SUPPLIERS DO NOT WARRANT THAT THE WEBSITE OR ANY PART THEREOF, OR ANY SERVICES PROVIDED BY SUPERLOUD STUDIOS, WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE WEBSITE OR ANY ASSOCIATED SITES OR APPLICATIONS, AND OFFER YOUR CONTENT VIA THE SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM, HANDSET, OR ANY OTHER DEVICE OR PERIPHERAL USED IN CONNECTION WITH THE WEBSITE) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

18. Limitation of Liability; Basis of the Bargain:

(a) SUPERLOUD STUDIOS SHALL NOT BE LIABLE TO YOU FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE, FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, THE BREACH OF THIS AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES. SUPERLOUD STUDIOS SHALL ALSO NOT BE LIABLE FOR ANY ROYALTIES, FEES, PAYMENTS OR DAMAGES ARISING OUT OF THE FAILURE OF ANY LICENSEE TO PAY SUPERLOUD STUDIOS OR YOU ANY ROYALTIES THAT ARE DUE FOR ANY USE OR MISUSE OF YOUR CONTENT, WHETHER PURSUANT TO AN EXISTING, EXPIRED OR TERMINATED AGREEMENT WITH SUPERLOUD STUDIOS OR OTHERWISE. SUPERLOUD STUDIOS TOTAL LIABILITY TO YOU FOR ANY BREACH OF THIS AGREEMENT SHALL IN ALL INSTANCES BE LIMITED TO THE AMOUNT OF MONIES ACTUALLY PAID TO YOU BY SUPERLOUD STUDIOS FOR THE DISTRIBUTION OR LICENSING OF YOUR CONTENT DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF YOUR CLAIM AGAINST SUPERLOUD STUDIOS.

(b) APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT BECAUSE SUCH DISCLAIMERS AND LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND SUPERLOUD STUDIOS, AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND SUPERLOUD STUDIOS, SUPERLOUD STUDIOS LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU UNDERSTAND AND AGREE THAT SUPERLOUD STUDIOS WOULD NOT BE ABLE TO OFFER ITS SERVICES TO YOU ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THESE LIMITATIONS AND WOULD NOT OFFER SUCH SERVICES ABSENT A LIMITATION OF LIABILITY.

19. Dispute Resolution:

(a) Mandatory Arbitration. Please read this carefully. It affects your rights. YOU AND SUPERLOUD STUDIOS AND EACH OF OUR RESPECTIVE SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, AND PERMITTED ASSIGNS AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICES. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Please visit www.adr.org for more information about arbitration.

(b) Commencing Arbitration. A party who intends to seek arbitration must first send to the other, by certified mail, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address provided by you to SuperLoud Studios, to you via any other method available to SuperLoud Studios, including via e-mail. The Notice to SuperLoud Studios should be addressed to: [SuperLoud Studios / ATTN: Leonel W. Cherenfant / 803 Kensington Drive / Orlando, FL / 32808] (the “Arbitration Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (the “Demand”). If you and SuperLoud Studios do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or SuperLoud Studios may commence an arbitration proceeding as set forth below or file a claim in small claims court. THE ARBITRATION SHALL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (THE “Rules”), AS MODIFIED BY THIS AGREEMENT. The Rules and AAA forms are available online at www.adr.org or by calling the AAA at 1-800-778-7879, or by writing to the Notice Address. If you are required to pay a filing fee to commence an arbitration against SuperLoud Studios, then SuperLoud Studios will promptly reimburse you for your confirmed payment of the filing fee upon SuperLoud Studios receipt of Notice at the Arbitration Notice Address that you have commenced arbitration along with a receipt evidencing payment of the filing fee, unless your Demand is equal to or greater than $1,000, in which case you are solely responsible for the payment of the filing fee.

(c) Arbitration Proceeding. The arbitration shall be conducted in the English language. A single independent and impartial arbitrator shall be appointed pursuant to the Rules, as modified herein. You and SuperLoud Studios agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (ii) the arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

(d) No Class Actions. YOU AND SUPERLOUD STUDIOS AGREE THAT YOU AND SUPERLOUD STUDIOS MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION SHALL BE NULL AND VOID.

(e) Decision of the Arbitrator. Barring extraordinary circumstances, the arbitrator shall issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator shall be in writing and shall include a statement setting forth the reasons for the disposition of any claim. The arbitrator shall apply the laws of the State of California in conducting the arbitration. You acknowledge that this Agreement and your use of the Services and the Website evidences a transaction involving interstate commerce. The United States Federal Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in this Agreement.

(f) Applicable Law. This Agreement and your use of the Services and the Website shall be governed by the substantive laws of the State of California without reference to its choice or conflicts of law principles. Only if the Mandatory Arbitration clause is deemed to be null and void, then all disputes arising between you and SuperLoud Studios under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Multnomah County, Oregon, and you and SuperLoud Studios hereby submit to the personal jurisdiction and venue of these courts.

(g) Equitable Relief. The foregoing provisions of this Dispute Resolution section do not apply to any claim in which SuperLoud Studios seeks equitable relief of any kind. You acknowledge that, in the event of a breach of this Agreement by SuperLoud Studios or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against SuperLoud Studios, and your only remedy shall be for monetary damages, subject to the limitations of liability set forth in this Agreement.

(h) Claims. You and SuperLoud Studios agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to this Agreement, the Services or the use of the Website, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

(i) Improperly Filed Claims. All claims you bring against SuperLoud Studios must be resolved in accordance with this Dispute Resolution section. All claims filed or brought contrary to this Dispute Resolution section shall be considered improperly filed. Should you file a claim contrary to this Dispute Resolution section, SuperLoud Studios may recover attorneys’ fees and costs up to $5,000, provided that SuperLoud Studios has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

20. General Provisions:

(a) Relationship of the Parties. The parties hereto agree and acknowledge that the relationship between them is that of independent contractors. This Agreement shall not be deemed to create an agency, partnership or joint venture between you and SuperLoud Studios, and SuperLoud Studios shall not have a fiduciary obligation to you as a result of your entering into this Agreement.

(b) Entire Agreement. This Agreement together with the TOS contains the entire understanding of the parties relating to the subject matter hereof. This Agreement (including all Addenda) supersedes all previous agreements or arrangements between you and SuperLoud Studios pertaining to the Services, provided that if you previously entered into a digital distribution or consignment agreement with us in the past, and elected any options specifying or limiting the scope of the distribution of Your Content, the limitations and authorizations with respect to the distribution of Your Content shall remain in place under this Agreement and the applicable Addendum. This Agreement cannot be changed or modified except as provided herein.

(c) Waiver; Severability. A waiver by either party of any term or condition of this Agreement will not be deemed or construed as a waiver of such term or condition, or of any subsequent breach thereof. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination shall not affect any other provision hereof, and the unenforceable provision shall be replaced by an enforceable provision that most closely meets the commercial intent of the parties.

(d) Binding Effect. This Agreement will be binding on the assigns, heirs, executors, affiliates, agents, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of each of the parties.

(e) Notice. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes on the delivery date if sent by electronic mail to the addresses provided to and by you upon registration with SuperLoud Studios, or as properly updated, or, in the absence of a valid electronic mail address, via any other method SuperLoud Studios may elect in its sole discretion, including, but not limited to, via posting on the Website.

(f) Governing Law; Dispute Resolution. This Agreement will be governed and interpreted in accordance with the laws of the State of Florida applicable to agreements entered into and to be wholly performed in Florida, without regard to conflict of laws principles. Any and all disputes arising out of this Agreement shall be resolved in the manner set forth in the TOS.

(g) Rights Cumulative. To the extent permitted by applicable law, the rights and remedies of the parties provided under this Agreement are cumulative and are in addition to any other rights and remedies of the parties at law or equity.

(h) Headings. The titles and headings used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

(i) No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their authorized successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any person or entity, other than the parties hereto and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

(j) Assignment. SuperLoud Studios may assign its rights and obligations under this Agreement at any time to any party. You may not assign your rights and/or obligations under this Agreement without obtaining SuperLoud Studios prior written consent.

21. Certain Definitions:

The following capitalized terms shall have the following meanings for purposes of this Agreement:

(a) Authorized Territory” means the universe, or more limited territories, to the extent so limited by you, during the SuperLoud Studios registration process.

(b) “SuperLoud Studios Widget” means a (i) software application available on the Website that you or someone authorized to act on your behalf may embed on third-party websites, (ii) link, code, script or any other software or instruction that you or someone authorized to act on your behalf may embed or place on a third-party website, including, but not limited to, social media websites such as Facebook, that permits a user of such third-party website to access content hosted and/or streamed from servers owned or controlled by or on behalf of SuperLoud Studios, including Your Content, or (iii) standalone software available for use on mobile devices, smartphones (e.g., iPhones, Android phones), tablet computers (e.g., iPads), set-top boxes, and other hardware now known or hereafter developed (collectively, “Hardware”), that facilitates or enables the public performance, communication to the public or other transmission of Your Content via the Internet or any other transmission medium through such third-party websites or on or through any Hardware. The SuperLoud Studios Widget may provide access to all of Your Content or give you the ability to control which of Your Content is available through third-party websites, as SuperLoud Studios may choose in its sole discretion.

(c) “Consignment Service” means the service that enables you to market and have sold Physical Products via the Website and/or through SuperLoud Studios partners (e.g. distributors, retailers) https://superloudstudios.com on a consignment basis following your delivery of Your Content to SuperLoud Studios as Physical Product.

(d) “Copyright Management Information” means the digital information conveying information regarding a Digital Master, including, by way of example and not limitation, the title of the applicable album, the name of the song, the ISRC code, the marketing label, and the record company name.

(e) “Digital Download and Distribution Service” means the online services operated by SuperLoud Studios for the sale, distribution or licensing of Your Content and other content through the Website or through websites and services operated by or on behalf of Licensees.

(f) “Digital Master” or “Digital Masters” means a copy or copies of Your Content in digital form, whether created by you or SuperLoud Studios.

(g) “Digital Performance Rights” means the rights to perform a copyrighted work publicly by means of a digital audio transmission.

(h) “Digital Performance Rights Administration Service” means the service that enables SuperLoud Studios to administer and manage your Digital Performance Rights and to collect on your behalf monies derived from the exploitation of the Digital Performance Rights in the sound recordings you have submitted to SuperLoud Studios.

(i) “Licensee” means any third party licensee that we may authorize to carry out the marketing, distribution, licensing, and sale or other use of Your Content pursuant to the terms of this Agreement, including, by way of example and not limitation, Apple iTunes, MediaNet, Rhapsody, online streaming services (e.g., webcasters), and others that SuperLoud Studios may chose in its sole and absolute discretion.

(j) “Physical Product” means Your Content as fixed in physical product such as CDs, DVDs, LPs, etc.

(k) “Service” means either, any combination, or all of the Digital Download and Distribution Service, the Consignment Service, and the Sync Distribution Service.

(l) “Sync Distribution Service” means the service that enables you to have Your Content made available for synchronization and other licensing.

(m) “Threshold Amount” means the dollar amount set by you initially upon your registration with SuperLoud Studios, or as subsequently modified by you, which amount shall in no event be less than $10.

(n) “Your Content” means sound recordings, video content (i.e., audiovisual works), and the musical works embodied in such sound recordings and video content, and any album related artwork, photos, liner notes, metadata and other material related to your sound recordings and video content that you have provided to SuperLoud Studios, either by digital upload to the Website or by delivery of Physical Product, either directly or via a third party acting on your behalf. Any such sound recordings and video content (and the musical works embodied therein), artwork, photos, liner notes, metadata, or other material provided by you to SuperLoud Studios, must be owned or controlled by you and/or have been cleared by you for all purposes and rights granted and authorized under this Agreement. For the avoidance of doubt, Your Content encompasses each sound recording and the musical work (i.e., the notes and lyrics) embodied in each sound recording.

CONSIGNMENT SERVICES ADDENDUM

Welcome to the SuperLoud Studios Consignment Services Addendum between you and SuperLoud Studios. This Consignment Services Addendum is part of and incorporates the terms of the SuperLoud Studios Artist Agreement, and contains additional terms and conditions under which SuperLoud Studios offers the Consignment Service. By electing to use the Consignment Services, you are subject to the terms and conditions of this Consignment Services Addendum and the SuperLoud Studios Artist Agreement.

1. Additional Grant:

In addition to the rights granted in the SuperLoud Studios Artist Agreement, you hereby grant to us and our Licensees, the non-exclusive right, during the Term and throughout the Authorized Territory, to:

(a) Promote, sell, distribute, and deliver Your Content as Physical Product to purchasers and resellers who may use such Physical Products;

(b) Reproduce Your Content in Physical Product and as Clips;

(c) Publicly perform, communicate to the public, and distribute Your Content, including as Clips, to promote the sale and distribution of your Physical Product, including as embodied in a podcast; and

(d) Reproduce and publicly display any visual elements of Your Content (e.g., album cover artwork, images, etc.) received in Physical Product in digital form in connection with the promotion, advertisement, sale, and distribution of Your Content as embodied in Physical Product.

2. Consignment Services:

(a) Delivery of Your Content and/or Physical Product. You will ship or deliver to SuperLoud Studios all of Your Content that you want to use with the Consignment Service in accordance with the applicable instructions on the Website. You must also ship or deliver all materials required to package and market any of your Products (e.g., CD inserts, album artwork, etc.). SuperLoud Studios may, in its sole and exclusive discretion, determine whether all or any portion of Your Content complies with such instructions and is satisfactory for use with the Consignment Service.

(b) Costs of Creation and Delivery. You will be solely responsible for the creation of Your Content that you ship or deliver to SuperLoud Studios and for all Physical Product that is held on consignment by SuperLoud Studios on your behalf, and will pay all costs associated with its creation and any copies made there from by you or on your behalf. Without limitation to the preceding sentence, you will be responsible for all shipping and handling charges and insurance on the Physical Product during shipment and delivery to SuperLoud Studios.

(c) Maintaining and Returning Stock. SuperLoud Studios reserves the right to charge a fee to store any Physical Product you send to us in excess of any amounts we request. We reserve the right to return Physical Product to you from time to time, at your sole expense, as deemed appropriate by SuperLoud Studios in our sole discretion. Additionally, for Physical Product that has not sold for a period of 12 months, we reserve the right to charge you a storage fee for the continued storage of such Physical Product. SuperLoud Studios will notify you of its intent to return any Physical Product to you or to charge you a storage fee as authorized herein, as applicable. Any charges or fees that SuperLoud Studios is authorized to pass on to you pursuant to this paragraph may be debited against any amounts that SuperLoud Studios otherwise owes to you. If you do not respond to any return notice from SuperLoud Studios within 21 days of the date of the request, or if SuperLoud Studios attempt to return Physical Product to you is unsuccessful because of an inaccurate email or physical address on file with us, then SuperLoud Studios shall have the right to recycle, destroy or discard the Physical Product without any compensation or liability to you. SuperLoud Studios will contact you at the current e‑mail address on file to notify you of the exhaustion of Product stock on hand and request additional shipments. You agree to comply with minimum stock levels for the Product as established by SuperLoud Studios from time to time.

(d) Customer Returns. Customer returns sent to SuperLoud Studios in new condition will be restocked, debited from your sales, and added back to active inventory. Any returned Physical Product that is defective or damaged will not be restocked, will be debited from your sales, and will be returned to you or recycled or destroyed, at SuperLoud Studios discretion.

(e) Insurance. You acknowledge and agree that SuperLoud Studios does not carry insurance relating to Physical Product stored by SuperLoud Studios under this Agreement, and SuperLoud Studios shall have no responsibility or liability for any damage, destruction, loss or other impairment of any of Your Content absent SuperLoud Studios gross negligence or intentional misconduct. If you desire for the Your Content when embodied in Physical Product to be insured, then you must obtain such insurance at your expense.

3. Pricing:

You may set the price of and discounts for Your Content as embodied in Physical Product, provided that your price, including any discount, must exceed Five Dollars ($5.00) per unit of Physical Product (the “SuperLoud Studios Minimum”). For information on discounts, please see https://superloudstudios.com.

4. Payment for Physical Product Sales:

For each sale of your Physical Product through the Website (or sold by SuperLoud Studios through its distributors), SuperLoud Studios will subtract Sales Tax, the SuperLoud Studios Minimum, and such other fees as may be listed on the Website for shipping, handling, and processing (for a listing of fees click here https://superloudstudios.com) from the aggregate amounts collected from customers and distributors, and remit to you any remaining amounts. SuperLoud Studios will use commercially reasonable efforts to make a payment to you (by check or electronic transfer) for Physical Product sales no later than 15 days after amounts were actually received by SuperLoud Studios and your Threshold Amount has been met. The default Threshold Amount is $25 and can be changed at any time as long as it equals or exceeds the Minimum Threshold of $10. You may withdraw funds by physical check for a charge of $3.00 USD per check withdrawal to cover processing fees. If a check is not redeemed after 180 days from the date it was issued, the funds (minus the fee) will be returned to your Account. If you have provided an undeliverable mailing address and two or more consecutive payments have been returned to SuperLoud Studios as undeliverable, we may stop sending future payments to you until you provide a deliverable mailing address. Funds may also be requested in the form of a direct deposit (ACH), which will incur a fee of $3.50 for bank accounts located outside of the United States; direct deposits to US based bank accounts are free of charge. Refer to our FAQ for a complete list of eligible countries. Additional fees for returned direct deposit (ACH) transactions will be your responsibility. Funds may also be requested in the form of a PayPal payment, which will incur a processing fee of $3.00 USD per transaction. The current schedule of fees can be found in our FAQ.

DIGITAL DISTRIBUTION ADDENDUM

Welcome to the SuperLoud Studios Digital Distribution Addendum between you and SuperLoud Studios. This Digital Distribution Addendum is part of and incorporates the terms of the SuperLoud Studios Artist Agreement, and contains additional terms and conditions under which SuperLoud Studios offers the Digital Download and Distribution Service and the Digital Performance Rights Administration Service.

1. Additional Authorization:

While selling Your Content on the Website is non-exclusive (meaning you have the right to sell your music and videos directly), the rights granted by you to us under this Digital Distribution Addendum are exclusive with respect to serving as your authorized representative for distributing Your Content to third party distributors for online redistribution, because online retailers (e.g., iTunes, Amazon, etc.) will refuse content that may be delivered by multiple parties. The rights granted are also exclusive as to acting as your collection agent with respect to royalties owed to you as the sound recording copyright owner by third party licensing organizations (such as Sound Exchange) for the exploitation of your Digital Performance Rights under the compulsory license (“Digital Performance Royalties”). However, you may opt out of our collection of such Digital Performance Royalties as described in Section 3 below.

2. Additional Grant:

In addition to the rights granted in the SuperLoud Studios Artist Agreement, You hereby grant to us the exclusive right (as explained below), and to our Licensees the non-exclusive right, during the Term and throughout the Authorized Territory, to:

(a) Reproduce, promote, sell, distribute, and deliver Your Content and Art Tracks as Digital Masters to purchasers and resellers who may use such Digital Masters in accordance with usage rules approved by us and pursuant to any limitations imposed by your distribution preferences (e.g., only Digital Master Sales);

(b) Use and authorize others to license the use and sale of Your Content and Art Tracks in connection with all manner of phone services, such as, but not limited to, sales or licenses of Your Content as downloads (including, without limitation, downloads to cell phones) and for use as ringtones (including mastertones) and ringback tones;

(c) Use so‑called “kiosks” to reproduce, distribute, market, and promote Your Content, including, without limitation, by allowing the burning of compact disc and DVD copies of any of Your Content (to the extent not expressly prohibited by you) or by allowing a copy of Your Content to be transferred to digital storage devices, including smartphones and other handheld devices (e.g., iPods, USB drives, etc.);

(d) Use and authorize others to allow copies of Your Content to be distributed as so-called “conditional” downloads, whether tethered to a device, time limited, play limited or otherwise;

(e) “Stream” and authorize others to “stream” Your Content on-demand as part of an Internet radio service, on a multi-channel video programming distribution service, or via any other interactive distribution platform or technology, whether now known or hereafter developed, or as part of a non-interactive service; and

(f) Reproduce, distribute, and publicly display visual elements of Your Content (e.g., album cover artwork, images, etc.) in connection with the promotion, advertisement, sale, and distribution of Your Content.

(g) Create and authorize others to create fingerprints of Your Content for purposes of audio recognition, which shall remain the property of SuperLoud Studios and/or its third party partners; and

(h) Use and authorize others to license the use of any album related artwork, photos, liner notes, metadata and other material related to, but not including, your sound recordings and video content that you have provided to SuperLoud Studios in perpetuity.

3. Digital Performance Rights Administration Services:

In addition, you hereby grant to us the sole and exclusive rights throughout the Authorized Territory to administer, promote and manage your Digital Performance Rights in the sound recordings you submit to SuperLoud Studios (the “Sound Recordings”), including without limitation the sublicensable right to:

(a) Register, on your behalf, with SoundExchange and other similar organizations and licensing agencies which collect Digital Performance Royalties and for which SuperLoud Studios may offer such registration services (the “Third-Party Registrations”) unless you opt out of as described below;

(b) Collect, on your behalf, all Digital Performance Royalties unless you opt out of as describe below, and other amounts owed to you for the exercise and exploitation of your Digital Performance Rights in the Sound Recordings

(c) Otherwise exercise and exploit, and allow others to exercise and exploit, your Digital Performance Rights in any manner or media, whether interactive or non-interactive, including digitally performing and licensing others to digitally perform the Sound Recordings publicly or privately, for profit or otherwise, by any means or media whatsoever, whether now known or hereafter conceived or developed.

If you do not want SuperLoud Studios to collect Digital Performance Royalties from, or register with, Sound Exchange (or any other similar licensing agencies) on your behalf, you may opt out of such collection and registration by emailing us at Info@superloudstudios.com.

4. Payments to You:

(a) Wholesale rates. For digital content resold through our Licensees (including, by way of example and not limitation, iTunes, Amazon.com, eMusic, Rhapsody, and other partners), we will pay you an amount equal to eighty percent (80%) of the net wholesale price actually received by us from our Licensees for the sale or other licensed uses of your Digital Masters (the “License Fee”) net of Sales Tax. Distribution fees owed to SuperLoud Studios by any entity with whom SuperLoud Studios has entered into a contractual relationship that are not received or collected by SuperLoud Studios (e.g., as a result of the other party’s failure to perform under a contract) are not included within the calculation set forth in this Section4(a).

(b) Retail Sales Rates. For digital content sold directly through our Website, we will pay you an amount equal to eighty percent (80%) of the retail price actually received from a customer for the sale or other licensed use of Your Content net of Sales Tax. For a listing of all current fees, visit https://superloudstudios.com. Retail sales fees owed to SuperLoud Studios by any entity with whom SuperLoud Studios has entered into a contractual relationship that are not received or collected (e.g., as a result of charge backs, breach of contract, failure to pay, etc.) are not included within the calculation set forth in this Section4(b).

(c) Digital Performance Rights. We will pay you an amount equal to eighty percent (80%) of the Digital Performance Royalties and other amounts actually collected by us on your behalf in connection with your Digital Performance Rights, and we will retain the remaining twenty percent (20 %) as our fee for the Digital Performance Rights Administration Services. If we incur any out-of pocket expenses, costs or fees in connection with the collection or distribution of such Digital Performance Royalties or the management or administration of your Digital Performance Rights,, we may deduct such amounts from the amounts payable to you.

(d) Payment Terms. We will attempt to provide you with accounting details on a daily basis in the “Affiliate” section of secure members’ login area at http://shop.superloudstudios.com/clientarea.php, but we shall not be deemed in breach of this Addendum for failure to provide you with such information on a daily basis. We will use commercially reasonable efforts to provide you with payments for digital distribution (including for Digital Performance Rights) (by check or electronic transfer) within seven (7) business days from the date that your Account balance exceeds the Threshold Amount. You may withdraw funds by physical check for a charge of $3.00 USD per check withdrawal to cover processing fees. If a check is not redeemed after 180 days from the date it was issued, the funds (minus the fee) will be returned to your Account. Funds may also be requested in the form of a direct deposit (ACH), which will incur a fee of $3.50 for bank accounts located outside of the United States; direct deposits to US based bank accounts are free of charge. Refer to our FAQ for a complete list of eligible countries. Additional fees for returned direct deposit (ACH) transactions will be your responsibility. Funds may also be requested in the form of a PayPal payment, which will incur a processing fee of $3.00 USD per transaction. The current schedule of fees can be found in our FAQ. Such payment shall constitute full and adequate consideration for all rights granted, and all obligations undertaken, by you in this Agreement. All accountings rendered and payments made by SuperLoud Studios to you shall be binding upon you and not subject to any objection for any reason unless specific objection in writing, stating the basis thereof is given to SuperLoud Studios within one (1) year from the date rendered. Statements and payments shall be sent in accordance with the relevant instructions in the Registration. No generalized objection (such as, but not limited to, a generalized claim of over-reporting of deductions or underreporting of income or any similar generalization) shall be deemed a valid objection.

PUBLISHING ADMINISTRATION ADDENDUM

-SUPERLOUD STUDIOS, LLC

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Last Updated: July, 11 2016

This SuperLoud Studios Publishing Administration Addendum (the “Publishing Addendum”) governs the terms upon which SuperLoud Studios, LLC (”SuperLoud Studios”) will provide you (“you” or “Writer”) with music publishing administrative services (the “Publishing Services”) as described in this Addendum in accordance with the options you select in connection with your SuperLoud Studios account services (“My Services”) or as you may later update in connection with your account settings. Please read these terms carefully prior to using or registering for the Publishing Services. BY REGISTERING FOR A SUPERLOUD STUDIOS PACKAGE THAT INCLUDES PUBLISHING SERVICES OR SIGNING UP TO ADD PUBLISHING SERVICES, YOU AGREE TO THE TERMS OF THIS PUBLISHING ADDENDUM AS WELL AS TO THE TERMS OF THE SUPERLOUD STUDIOS ARTIST AGREEMENT (THE “ARTIST AGREEMENT”) AND THE SUPERLOUD STUDIOS TERMS OF SERVICE (THE “TOS”). If you do not agree to all these terms, then you may not use the Publishing Services. To the extent that there is any conflict between the terms of this Publishing Addendum and any term(s)in the Artist Agreement of the TOS, the terms of this Publishing Addendum will control.

If you are registering for SuperLoud Studios or otherwise signing up for the Publishing Services on behalf of one or more other writers, a group, or a company or other entity, then you represent and warrant to us that you are duly authorized to do so on their behalf and to bind them to this Addendum. The term “you” and “your” and “Writer” includes all such people and entities.

1. GRANT OF RIGHTS

During the Term and Exploitation Period (as defined in Section 6(b) below), you hereby grant to SuperLoud Studios, its successors, licensees and assigns, the sole and exclusive rights of administration, promotion and collection throughout the world (the “Territory”) with respect to one hundred percent (100%) of all of your right, title and interest (“Writer’s Interest”) in and to the musical compositions you submit to SuperLoud Studios via mail, in person or the SuperLoud Studios Web site (the “Site”) (the “Compositions”), except that this grant does not include the right to grant or administer any synchronization rights for the Compositions and with respect to the manufacture and distribution of physical copies of the Composition, the rights granted hereunder shall be nonexclusive. The rights you grant to SuperLoud Studios include, without limitation, the sole and exclusive (except as set forth above) right, license, privilege and authority throughout the Territory with respect to Writer’s Interest in and to all Compositions, whether now in existence or whether created during the Term, to do the following:

1. a) To register the Compositions, if you have not already done so, at your request and on your behalf, with the relevant performance rights organizations (e.g., ASCAP or BMI) (“PROs”) and other licensing agencies (e.g., The Harry Fox Agency) for which SuperLoud Studios may offer such registration services (the “Third-Party Registrations”). Such Third-Party Registrations will be made in accordance with the then current rules, terms and conditions of the applicable PRO or licensing organization and will require the payment of the applicable fees as specified by SuperLoud Studios. As SuperLoud Studios makes additional PROs and licensing agency registrations available, you may request registration with such additional PROs and agencies at any time. If you are already registered with such PROs or other third parties, you will need to execute such letters of direction as we provide to enable us to administer your account with such PROs or other third parties on your behalf during the Term and Exploitation Period. For the avoidance of doubt, you understand that we will not be able to start collecting publishing income on your behalf unless and until the necessary Third-Party Registrations and/or letters of direction are accurately completed.
2. b) To perform and license others to perform the Compositions publicly or privately, for profit or otherwise, by any means or media whatsoever, whether now known or hereafter conceived or developed, including, without limitation public or private live performances, radio broadcast, television, Internet, mobile telecom.
3. c) At your request or with your permission, to do or allow others to do the following: (i) substitute new titles for any of the Compositions; (ii) make any arrangement, adaptation, translation, dramatization or transposition of any of the Compositions or of the titles, lyrics or music thereof, in whole or in part, and in connection with any other musical, literary or dramatic material;(iii) add new lyrics to the music of any Composition or new music to the lyrics of any Composition, and (iv) prepare derivative works based on the Compositions, regardless of any so-called “moral rights”.
4. d) To make or cause to be made, and to license others to make phonograph records, master recordings, digital downloads, streams, podcasts, ringtones, transcriptions, soundtracks, pressings and any other mechanical, electrical or other reproductions of the Compositions, in whole or in part, including without limitation, the right to grant licenses to third parties authorizing so-called “sampling” and/or interpolation of the Compositions, and to use, manufacture, advertise, license, sell, or otherwise exploit such reproductions for any and all purposes, including, without limitation, private and public performances, radio broadcast, television, sound motion pictures, wired radio, phonograph records, and any and all other means and devices, whether now known or hereafter conceived or developed, but excluding any synchronization rights. Synchronization rights, if applicable, are covered by the SUPERLOUD STUDIOS Sync Addendum.
5. e) To print, publish, sell and distribute, and to authorize others to print, publish, sell and distribute, copies of the Compositions, in all forms, including, without limitation, sheet music, orchestrations, arrangements and other editions of the Compositions, separately or together with other musical Compositions, including, without limitation, in song folios, compilations, song books, mixed folios, personality folios and lyric magazines, with or without music.
6. f) To sublicense any or all of the rights granted herein to any persons or entities.
7. g) To exercise and exploit during the Term and Exploitation Period, exclusively, any and all other rights now or hereafter existing with regard to Writer’s Interest in any and all Compositions under and by virtue of any common law or statutory laws or provisions, including without limitation, copyright laws, including so-called grand rights and small performance rights, but excluding any synchronization rights.
8. h) To administer and collect all monies derived from the exploitation of the Compositions during the Term and Exploitation Period throughout the Territory. After the Term and Exploitation Period, we shall continue to have the right to collect all income payable in respect of exploitations of the Compositions that was earned during or before the Term and/or Exploitation Period for a period of 1 year after the Exploitation Period for such Composition. In addition, you understand that it is your responsibility to notify the relevant PROs or other third party licensing agencies or licensors at the end of the Exploitation Period, and if you fail to do so, we may continue to receive income on your behalf. If we receive monies that were earned after the applicable Exploitation Period for a particular Composition(s) from a PRO or other third party licensing agency, licensor or other entity due to their acts or omissions or your failure to notify the relevant third party of the expiration of the Exploitation Term, you acknowledge that our receipt thereof will not be a violation of this agreement and that we have the right to accept such monies on your behalf. In such event, our Administration Fees will apply to such monies, and we will remit all Net Income to you as and when we would otherwise have accounted to you if this Addendum and Exploitation Term were still in effect.
9. i) To use the names (real and professional), biographical information and likenesses of the writers of the Compositions (including but not limited to Writer) in connection with the marketing and/or promotion of the Compositions and of our Site and the Publishing Services.
10. PUBLISHING SERVICES

The specific Publishing Services to be provided will be as specified on the Site in accordance with the options you select in your Account “My Services” section and is contingent upon the payment of all applicable fees. You or your designee will be the contracting party in any licenses entered into in connection with the Publishing Services.

You acknowledge that the term of individual licenses may extend beyond the Term and/or Exploitation Period hereof and you authorize SuperLoud Studios to enter into such licenses on your behalf.

3. YOUR ACCOUNT
4. a) In order to use the Publishing Services, you must create a SuperLoud Studios account (the “Account”). Writer will be asked as part of the Registration to select a unique user name and password and to provide SuperLoud Studios with accurate, complete registration information to obtain access to the Site and the Publishing Services. Writer will be solely responsible for any and all activity transacted and charges incurred under Writer’s Account, so please ensure that you keep you user name and password confidential and safe. If at any time Writer’s registration information changes or if you learn or suspect that your Account has been used or obtained by a person not authorized to use it, please notify SuperLoud Studios immediately at abuse@SuperLoudStudios.com. Any materials submitted to SuperLoud Studios will not be returned.
5. b) Writer may not assign or transfer Writer’s Account, rights, obligations, or interest under this agreement to anyone else unless otherwise agreed in writing by SuperLoud Studios. Any assignment, encumbrance or other transfer of Writer’s Interest in any Composition(s) will remain subject to this agreement during the Term and Exploitation Period. A purported assignment, encumbrance or other transfer not in accordance with this paragraph will be void and without effect ab initio.
6. FEES
7. a) In consideration of the Publishing Services rendered hereunder, you shall be obligated to pay to SuperLoud Studios the registration fees described in the relevant invoice in your account “My Services” (the “My Services”) and the administration fee as set forth below (the “Administration Fee”). You also agree to pay any applicable Third-Party Registration fees and any other fees as specified in your Account “My Services” section or otherwise authorized under your Account. Publishing & Distribution Fees are non-refundable once paid, and will not be prorated upon termination.
8. b) When you sign up for the Publishing Services, you will be providing SuperLoud Studios with credit card information and authorization to charge your Registration Fee, any applicable taxes, and other charges you may incur in connection with your use of the Site and the Publishing Services directly to your credit card account. If, at any time, we are unable to charge or otherwise recover the relevant fees from the credit card provided at Account Registration, you hereby authorize us to deduct said amounts from any monies then existing or accruing in the future to you in your SuperLoud Studios account (i.e., your share of Net Income); otherwise, we may suspend our Publishing Services and/or terminate the Term.
9. c) SuperLoud Studios shall retain an Administration Fee of thirty percent (30%) of the “Gross Receipts.” As used herein, Gross Receipts shall mean the total amounts actually collected on your behalf by SuperLoud Studios which are attributable to the exploitation of Writer’s Interest in the Compositions.
10. PAYMENT OF NET INCOME; ACCOUNTING
11. a) SuperLoud Studios shall remit to you, in accordance with Section 5(c) below, all Net Income (as defined below) collected on your behalf in connection with the to the exploitation of Writer’s Interest in the Compositions. “Net Income” shall mean the Gross Receipts actually received by SuperLoud Studios on your behalf in connection with the exploitation of your Writer’s Interest in the Compositions, less the Administration Fee applicable to such Gross Receipts, and less all actual and reasonable non-overhead costs or expenses paid or incurred by or on behalf of SuperLoud Studios in connection with the administration and exploitation of the Compositions, the performance of this Agreement and the collection of income, including, without limitation audit fees, collection expenses, and any taxes required to be deducted. With respect to licensees outside the United States, if applicable, monies received by or credited to SuperLoud Studios directly attributable to exploitation of the Compositions in the United States shall be calculated “at source”.
12. b) In the event that SuperLoud Studios has, in its reasonable business judgment, reason to suspect that Writer’s account has been subjected to and/or involved in fraudulent activities, SuperLoud Studios reserves the right to suspend the payment of the Net Income to Writer’s Account and to block your ability to otherwise withdraw funds therefrom, until satisfactory resolution and/or explanation of the suspect activities is obtained. To the extent that any fraudulent activities are determined to be caused by your or your affiliates’ actions or omissions, any costs incurred by SuperLoud Studios (including legal fees and costs) in connection therewith may, in addition to its other remedies, be deducted by SuperLoud Studios from any monies otherwise payable to you hereunder. Certain of SuperLoud Studios’s licensees may also have policies related to fraud and suspected fraudulent activities and you agree that such policies shall be binding upon you hereunder.
13. c) The Net Income payable by SuperLoud Studios to you hereunder shall be posted to your Account on or before the 10th day of April for the period ending the preceding December 31st, and on or before the 10th day of July for the period ending March 31st, and on or before the 10th day of October for the period ending the preceding June 30th and on or before the 10th day of January for the period ending the preceding September 30th, together with an account of the amounts earned by you during such quarterly period. SuperLoud Studios will issue payments from your Account when the amount in your Account reaches the level you designate in your Account Registration. SuperLoud Studios may also issue payments from your Account at additional times in its sole discretion.
14. d) All accountings rendered and payments made by SuperLoud Studios to you shall be binding upon you and not subject to any objection for any reason unless specific objection in writing, stating the basis thereof is given to SuperLoud Studios within one (1) year from the date rendered. Statements and payments shall be sent in accordance with the relevant instructions in the Registration. No generalized objection (such as, but not limited to, a generalized claim of over-reporting of deductions or underreporting of income or any similar generalization) shall be deemed a valid objection.
15. TERM; TERMINATION
16. a) The initial term of this Publishing Addendum will commence when you register for the Publishing Services (either by specifically signing up for the Publishing Services or for a package that includes the Publishing Services) and will continue for a period of one year (the “Initial Term”) unless earlier terminated by SuperLoud Studios as set forth below. Thereafter, the term will automatically renew quarterly (i.e. for additional three month periods) (each a “Renewal Term”) unless you terminate prior to the end of the previous term by sending an email with subject line SLS PRO CANCELLATION to Info@SuperLoudStudios.com with a request to cancel along with your email address and SLS user ID (a “Cancellation Notice”). Together, the Initial Term and any Renewal Terms will constitute the “Term”. Regardless of when you send your Cancellation Notice, termination will not be effective until the end of the Term in which the notice is sent. No additional Registration Fees will be payable for any Renewal Term.
17. b) Notwithstanding any termination of this Publishing Addendum, the rights granted and the Publishing Services provided under this Addendum will continue with respect to any particular Composition until the end of the Exploitation Period (as defined below) for such Composition. The “Exploitation Period” for a Composition shall commence upon the date on which you submit such Composition and will continue until the later of (a) the end of the Term or (b) twelve (12) months after you submit the Composition to us, unless earlier terminated by SuperLoud Studios as set forth below. For example, if you submit a Composition on January 1st and the Term ends on February 1st of that year, then the Exploitation Period for that Composition shall continue until December 31st of that year.
18. c) SuperLoud Studios shall continue to have the right to collect all income payable with respect to a Composition that was earned during the Exploitation Period for a period of one year after the Exploitation Period for such Composition. SuperLoud Studios will continue to account to you for all such income.
19. d) SuperLoud Studios may terminate this Publishing Addendum and/or may also terminate the Exploitation Period for any of all of the Compositions at any time upon written notice, for any reason or for no reason. Termination of your Account or of the SuperLoud Studios service as a whole will also constitute termination of this Publishing Addendum.
20. e) The following Sections will survive any termination of this Addendum: Sections 1 and 2 (for the duration of any applicable Exploitation Periods) and Sections 3, 4, 5, 6, 7, 8, 9, and 10. After the Term and Exploitation Period, we shall continue to have the right, but not the obligation, to collect all income payable in respect of exploitations of the Compositions that was earned during or before the Term and/or Exploitation Period. We will continue to account to you for all such income.
21. CHANGES

SuperLoud Studios reserves the right at any time to modify this agreement and to impose new or additional terms or conditions on your use of the Publishing Services. We will inform you of any proposed modifications (e.g., by e-mail or through our Announcements page on the Site) and you may terminate this Addendum upon written notice if you do not wish to accept them. Otherwise, such modifications and additional terms and conditions will be deemed accepted and incorporated into this agreement.

8. WARRANTIES AND INDEMNIFICATION

Writer hereby warrants and represents as follows:

1. a) Writer is at least eighteen (18) years of age and not currently signed to an exclusive songwriter, co-publishing, administration or other agreement regarding Writer’s Interest in any Compositions or Writer’s songwriting services.
2. b) All registration information and other information you submit to SuperLoud Studios is and will remain truthful and accurate. You will notify us promptly if any information changes or needs to be updated. In the event we are put on notice with respect to a discrepancy or any inaccuracy with respect to information provided in the Registration, we shall have the right to suspend payments generated in connection with the Compositions in question until the discrepancy or inaccuracy is resolved to our reasonable satisfaction, without limitation of our indemnity rights as set forth below.
3. c) Writer has and shall continue to have the full right, power and authority to enter into and fully perform this agreement and grant the rights granted herein. Without limiting the foregoing, no consent or other permission of any third party is required, nor shall it be required, in order to effectuate the grant of rights made to SuperLoud Studios under this agreement, or SuperLoud Studios’s enjoyment of such rights and the proceeds thereof as contemplated hereunder.
4. d) All Compositions are wholly original to Writer, and neither the Composition nor any portion thereof (including any music, title, lyrics or other material) infringes or shall infringe upon any copyright, trademark, publicity rights or other statutory, common law or other rights of any third party; violates or shall violate any applicable law, rule or regulation or will otherwise cause any harm to or liability for SuperLoud Studios. Without limiting the foregoing, no Composition embodies a “sample” or other portion of a musical composition owned or controlled by a third party.
5. e) The Compositions are and shall be free from any adverse claims, liens or encumbrances of any kind by any person or entity.
6. f) SuperLoud Studios shall not be required to make any payments of any nature for, or in connection with, the exploitation of the Compositions except as specifically set forth herein.
7. g) You will not interfere or attempt to interfere with the proper working of the Site or the Publishing Services or any transaction conducted on Site and will not take any action that imposes an unreasonable or disproportionately large load on the Site’s infrastructure.
8. h) You shall at all times defend, indemnify and hold harmless SuperLoud Studios and its affiliates and their respective members, employees, affiliates, representatives, agents, licensees and distributors (collectively, the “Other Indemnitees”) from and against any and all claims, liabilities, damages, judgments, losses, costs and expenses, including actual out-of-pocket legal expenses and reasonable attorneys’ fees, arising out of (i) any exercise of the rights granted under this agreement, (ii) any breach or alleged breach by Writer of any warranty, representation or agreement made herein, (iii) any act, error or omission committed by Writer or any person or entity acting on Writer’s behalf or under Writer’s direction or control, and (iv) the Compositions and any use or exploitation thereof as contemplated under this Addendum. You will reimburse SuperLoud Studios and the Other Indemnitees, on demand, for any payment made at any time after the date hereof in respect of any liability or claim for which SuperLoud Studios or the Other Indemnitees are entitled to be indemnified, or SuperLoud Studios may elect to deduct any such payments from all sums otherwise due you hereunder.
9. LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTY

IN NO EVENT WILL SUPERLOUD STUDIOS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE PUBLISHING SERVICES, EVEN IF SUPERLOUD STUDIOS IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SUPERLOUD STUDIOS’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO SUPERLOUD STUDIOS FOR THE PUBLISHING SERVICES.

THE SITE AND THE PUBLISHING SERVICES ARE PROVIDED ON AN “AS-IS,” “AS AVAILABLE” BASIS AND SUPERLOUD STUDIOS DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, OF ANY KIND REGARDING THE SITE AND THE PUBLISHING SERVICES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SUPERLOUD STUDIOS CANNOT GUARANTEE AND DOES NOT PROMISE ANY REVENUE OR OTHER SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE PUBLISHING SERVICES. TO THE EXTENT THESE DISCLAIMERS AND LIMITATIONS ARE LIMITED BY APPLICABLE LAW, THEY SHALL OTHERWISE APPLY TO THE FULLEST EXTENT OF SUCH LAW.

10. MISCELLANEOUS

This agreement, together with the SuperLoud Studios privacy policy, terms of use applicable to the Site generally, and the Registration, sets forth the entire understanding between SuperLoud Studios and you regarding the Site and Publishing Services. We may assign or delegate this agreement or any or all of our rights and obligations hereunder to one or more third parties without notice to you. No waiver of any provision or default under this agreement shall affect either party’s rights thereafter and no waiver by either party shall be deemed a continuing waiver. Except as expressly set forth herein, neither party has made or makes any representations or warranties, express or implied, with respect to any matter contained in this agreement or with respect to the making of this agreement, all of which are expressly disclaimed. If any clause, sentence, paragraph or part of this agreement or the application thereof to any person, shall for any reason be adjudged by a court of competent jurisdiction to be invalid, such judgment shall be limited and confined in its operation to the clause, sentence, paragraph or part thereof directly involved in the controversy and shall not affect the remainder of the agreement.

You acknowledge that any exploitation of the Compositions is speculative and that SuperLoud Studios cannot guarantee that the Compositions will be exploited at all or that any Net Income will be generated or earned hereunder. You waive all claims and warrant, represent and agree that you will not make any claim, nor will any liability be imposed upon SuperLoud Studios based upon a claim, that more Net Income could have been generated or better business achieved than that which was actually generated or achieved by SuperLoud Studios and/or its licensees.

SuperLoud Studios does not guarantee, represent, or warrant that your use of the Site or Publishing Services will be uninterrupted or error-free, and you agree that from time to time SuperLoud Studios may suspend the Site and Publishing Services for indefinite periods of time for technical maintenance or upgrade or otherwise, or may cancel the Publishing Services at any time, without notice to you. The functions and features of the Site and Publishing Services are subject to change without notice.

Your use of the Site and the Publishing Services includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR REGISTRATION AND ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR THE PUBLISHING SERVICES. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.

SUPERLOUD STUDIOS®, the SuperLoud Studios logo, and other SuperLoud Studios trademarks, service marks, graphics, and logos used on the Site or in connection with the Publishing Service are trademarks or registered trademarks of SuperLoud Studios, LLC, in the U.S. and/or other countries. You are granted no right or license with respect to any of the foregoing.

This agreement is entered into in the State of Florida and shall be construed in accordance with the laws of said state applicable to contracts to be wholly performed therein, without reference to any conflict of laws principles. The Courts located in Orange County, Florida (State and federal), shall have sole and exclusive jurisdiction over any controversies arising out of, or in connection with this agreement; any action or other proceeding which involves such a controversy will be brought in those courts, in Orange County.

SYNC DISTRIBUTION ADDENDUM

-SUPERLOUD STUDIOS, LLC

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Welcome to the SuperLoud Studios Sync Distribution Addendum between you and SuperLoud Studios. This Sync Distribution Addendum (“Sync Distribution Addendum“) is part of and incorporates the terms of the SuperLoud Studios Artist Agreement, and contains additional terms under which SuperLoud Studios offers the Sync Distribution Service. To the extent that there is any conflict between the terms of this Sync Distribution Addendum and any term(s) (a) in the SuperLoud Studios Artist Agreement (including any other Addenda), and/or (b) in the Terms of Service (https://superloudstudios.com/terms-and-conditions/), the terms of this Sync Distribution Addendum will control.

1. Additional Authorization.

As further described below, this Addendum allows us to provide Your Authorized Content (defined below) to our Licensees that specialize in licensing sound recordings (and the musical works embodied therein) for a variety of contexts, including film, television, video games, websites, multimedia, user-generated content, and various application programming interface (“API“) services.

Please keep in mind that, although you may have defined the Authorized Territory for the use of Your Authorized Content for other purposes (e.g., for purposes of the Digital Download and Distribution Service), all licenses and authorizations granted, and all representations, warranties, undertakings and covenants made by you under this Sync Distribution Addendum are for uses and exploitations throughout the universe.

2. Additional Definitions.

For the purposes of this Sync Distribution Addendum, the following capitalized terms shall have the following meanings:

(a) “All Media” means contracts, of any duration, permitting third parties to synchronize, perform (including public performance), display, communicate to the public, reproduce, deliver, transmit, and/or otherwise use Your Authorized Content in and/or in connection with any and all media, and by any means, now known or hereafter devised, including films, videos, television programs (including cable and digital cable), advertisements (including commercials), games (including app-games, console games, and computer games), background music (e.g., in-store music, on-hold music, etc.), corporate projects/works (e.g., videos, slideshows, presentations, social media channels, teleconferences, podcasts, social media sites), video blogs, and merchandise (e.g., toys), and which contracts may include the privilege to make a musical arrangement to the extent necessary without changing the basic melody, fundamental character or the lyrics of the composition, which arrangement will not be considered a “derivative work” by law. For the avoidance of doubt, “All Media” includes all uses of the type set forth in Section 2(d) below (but is not limited by, and does not include any limitations set forth in, Section 2(d)).

(b) “Authorized Term” has the meaning set forth in Section 5 of this Sync Distribution Addendum.

(c) “Gross Revenues” means all license fees, revenues, or other consideration (including barter transactions) paid or payable to a Licensee for any licensed use of Your License Content pursuant to the provisions of this Addendum.

(d) “MicroSync^SM” means contracts of any duration, permitting third parties to synchronize, perform (including public performance), display, communicate to the public, reproduce, deliver, transmit and/or otherwise use Your Authorized Content in and/or in connection with New Media Projects, and to exploit Your Authorized Content in any and all online or mobile media (whether now known or hereafter devised), and which contracts may include the privilege to make a musical arrangement to the extent necessary without changing the basic melody, fundamental character or the lyrics of the composition, which arrangement will not be considered a “derivative work” by law. Such contracts may also include the right to make a limited number of physical reproductions (e.g., DVD, CD) of the Licensed Content in each New Media Project in which Your Authorized Content is used, not to exceed 100.

(e) “New Media Project” means a production or project which makes use of new media or multimedia platforms, including website-music, Flash animations and presentations, videos, slideshows, Powerpoint presentations, online or mobile video sharing (e.g., YouTube, Animoto, etc.), so-called “apps” (including app-games), and web-based online video games, but not any productions or projects that might be deemed to be for traditional distribution channels or platforms, such as traditional broadcast television, theatrical release, or DVDs/CDs (except for the limited number of copies described in Section 2(d) herein).

(f) “Represent” means the right to: (i) reproduce Your Authorized Content on computer servers owned or controlled by a Licensee; (ii) publicly perform, communicate to the public, publicly display, reproduce and distribute, without payment to you (or any third party, including any collection society(ies)) Your Authorized Content (including by way of offering permanent digital copies, full-length streaming transmissions, or both), through any online or mobile stores or other services operated by a Licensee (e.g., Rumblefish’s Music Licensing Store, Rumblefish’s Friendly Music Store, or the Rumblefish API), for purposes of permitting a Licensee’s customers to preview Your Authorized Content for potential licensed use(s); (iii) publicly perform, communicate to the public, publicly display, reproduce and distribute, without payment to you (or any third party, including any collection society(ies)) Your Authorized Content for promotional purposes by way of full-length streaming transmissions, except that, in the case where such promotional streaming transmissions are not being accessed on a website or application of an online or mobile store or service offered by a Licensee (e.g., in the case of promotional streaming transmissions through widgets that users post on third party sites, such as promotional streaming transmissions through so-called “Facebook status updates”), the streaming transmissions will be limited to (90) seconds in duration; (iv) issue All Media and MicroSyncSM licenses (depending on which option you selected when opting in to the Sync Distribution Service); (v) authorize third parties to derive or generate revenues from the sale or barter of advertising to be displayed or performed in conjunction with audiovisual works embodying Your Authorized Content, provided such authorization is for a fee and not for free (except in the case of promotional uses expressly authorized by you); (vi) reproduce, distribute, publicly display, communicate to the public, and/or otherwise use, and authorize others to reproduce, distribute, publicly display, communicate to the public and/or otherwise use, the names and approved likenesses of, and biographical material concerning any artists, bands, producers and/or songwriters, as well as track and/or album name, and all artwork related to your sound recordings, or musical works, in connection with the use of Your Authorized Content; (vii) exercise or grant those rights which are not expressly granted under this Sync Distribution Addendum, but which may be reasonably necessary for Licensees, or customers of a Licensee, to have in furtherance of the intended purposes of this Sync Distribution Addendum; and (viii) fully sublicense (through single or multiple tiers) any of the foregoing rights or any of the other rights that SuperLoud Studios or Licensees are authorized to exercise pursuant to this Sync Distribution Addendum. Represent includes the right to create, and on YouTube and such other services that permit user-generated content to be uploaded to the service, derive or generate revenues from the sale or barter of advertising to be displayed or performed in conjunction with, Album Artwork Videos incorporating your Authorized Content. “Album Artwork Videos” means videos where album artwork constitutes all or part of the visual element.

(g) “UGC Networks” means YouTube and such other services that permit user-generated content to be uploaded to the service; but only to the extent that SuperLoud Studios has entered into a written agreement with a Licensee specifically authorizing such other online video services.

(h) “Your Authorized Content” means the sound recordings, and the musical works embodied in such sound recordings, and any album related artwork, photos, liner notes, metadata and other material related to your sound recordings that you have provided to SuperLoud Studios and that you elect in your SuperLoud Studios Member’s account to make available pursuant to this Sync Distribution Addendum. Any such sound recordings (and the musical works embodied therein), artwork, photos, liner notes, metadata, or other materials must be owned or controlled by you and/or have been cleared by you for all purposes and rights granted and authorized under this Sync Distribution Addendum. For the avoidance of doubt, Your Authorized Content embodies each sound recording and the musical work(s) (i.e., the music and lyrics) embodied in each sound recording.

3. Additional Grant.

In addition to the rights granted in the SuperLoud Studios Artist Agreement, you hereby grant to SuperLoud Studios the non-exclusive right to sublicense Licensees, and to our designated Licensees the nonexclusive right, to Represent Your Authorized Content for use on a nonexclusive basis during the Term and throughout the universe in strict compliance with this Sync Distribution Addendum and any agreement separately entered into between SuperLoud Studios and a Licensee. SuperLoud Studios shall have sole discretion over the Licensees to be granted sublicenses pursuant to this Addendum.

4. Exclusive Content ID Administration Rights.

(a) During the Authorized Term and throughout the universe, SuperLoud Studios or one or more of its Licensees will, with respect to Your Authorized Content, be the exclusive administrator of all so-called “Content ID” controls (and any similar controls, including any controls that allow for the monetization of content that is identified via content-matching and/or audio fingerprinting technologies) on UGC Networks, it being acknowledged that this will allow SuperLoud Studios or our Licensees to (i) ensure that a Licensee’s customers who have been granted a license pursuant to Section 3 of this Sync Distribution Addendum are able to exercise such license; and (ii) collect additional revenues that may be generated from the use of Your Authorized Content on UGC Networks consistent with the grant of rights in Section 3 of this Sync Distribution Addendum.

(b) In the event that the administration of Content ID controls (and/or similar controls) for any of Your Authorized Content is returned to you ( e.g., after the Authorized Term), you will neither administer, nor authorize any third party(ies) to administer such Content ID controls (or similar controls) in a manner that would disable any licensed uses of Your Authorized Content that, during the Authorized Term, were authorized by Licensee or a customer of a Licensee.

5. Term.

The term of this Sync Distribution Addendum (“Authorized Term“) commences on the date on which you clicked the “I Agree” button related to this Sync Distribution Addendum, and will continue unless and until terminated. If you wish to terminate the Authorized Term, you must provide us with written notice at info@superloudstudios.com. Within seven (7) business days of our receipt of your Termination Notice we shall advise Licensees that they are no longer authorized to Represent Your Authorized Content. If a Licensee fails to discontinue further licensing of Your Authorized Content following receipt of a notification of termination of a license, you retain all rights to pursue any causes of action against such third party, and hereby agree that you shall have no claims or causes of action, including, but not limited to, for monetary damages or injunctive relief, against SuperLoud Studios for any third party’s unauthorized use of your licensed content. However, any licenses that, during the Authorized Term, shall have been issued by a Licensee, or by a customer of a Licensee, for the use of any of Your Authorized Content as permitted in this Sync Distribution Addendum, shall continue and remain in full force and effect, it being agreed that the term of any such licenses shall be separate and apart from the Authorized Term and will, accordingly, survive termination of the Authorized Term. Provisions of this Sync Distribution Addendum, which, by their nature or sense, are intended to survive the termination of the Authorized Term, such as, but not limited to, the provisions in Sections 4(b), 7, 8, 9, 10, 11 and 12, will survive the termination of the Authorized Term.

6. Payment.

For digital content exploited via YouTube’s so-called content ID music recognition system, we will pay you an amount equal to sixty percent (60%) of the net amount attributable to the use of Your Authorized Content and actually received by us from our Licensees for the licensed uses of your Digital Masters (the “Content ID Fees”). For all other exploitation of Your Authorized Content pursuant to the rights granted in this Sync Distribution Addendum, we will pay you an amount equal to fifty percent (50%) of the net amount attributable to the use of Your Authorized Content and actually received by us from our Licensees for the licensed uses of your Digital Masters (the “Sync Fees”). Distribution fees owed to SuperLoud Studios by any entity with whom SuperLoud Studios has entered into a contractual relationship that are not received or collected by SuperLoud Studios (e.g., as a result of the other party’s failure to perform under a contract) are not included within the calculation set forth in this Section 6. SuperLoud Studios will use commercially reasonable efforts to make a payment to you (by check or electronic transfer) for amounts generated pursuant to the rights granted in this Addendum no later than 15 days after amounts were actually received by SuperLoud Studios from a Licensee and your Threshold Amount has been met. The default Threshold Amount is $25 and can be changed at any time as long as it equals or exceeds the Minimum Threshold of $10. You may withdraw funds by physical check for a charge of $3.00 USD per check withdrawal to cover processing fees. If a check is not redeemed after 180 days from the date it was issued, the funds (minus the fee) will be returned to your Account. If you have provided an undeliverable mailing address and two or more consecutive payments have been returned to SuperLoud Studios as undeliverable, we may stop sending future payments to you until you provide a deliverable mailing address. Funds may also be requested in the form of a direct deposit (ACH), which will incur a fee of $3.50 for bank accounts located outside of the United States; direct deposits to US based bank accounts are free of charge. International clients using International ACH (direct deposit) to receive payments are responsible for any currency losses due to market fluctuations if the International ACH payment is returned or rejected. These amounts will be deducted directly from your SuperLoud Studios account. Refer to our Knowledgebase for a complete list of eligible countries. Additional fees for returned direct deposit (ACH) transactions will be your responsibility.

Funds may also be requested in the form of a PayPal payment, which will incur a processing fee of $3.00 USD per transaction.

The current schedule of fees can be found in our Knowledgebase. Payments pursuant to this Addendum constitute full and complete consideration for the licenses and authorizations granted, and representations, warranties, undertakings, and covenants made by you under this Sync Distribution Addendum. Although SuperLoud Studios reserves the right to take any actions available to it in any dispute with a Licensee, nothing in this Sync Distribution Addendum obligates SuperLoud Studios to collect any amounts due it by a Licensee or initiate any cause of action against a Licensee for non-payment of any SuperLoud Studios Artist Royalties.

7. Third Party Clearances.
8. Third Party Clearances. You will be responsible for obtaining and paying for any and all clearances or licenses required throughout the universe for the use of Your Authorized Content. Without limiting the generality of the foregoing, you shall be responsible for and shall pay (i) any royalties and other sums due to artists (featured and non-featured), authors, co-authors, copyright owners and co-owners, producers, engineers, and any other record royalty participants from sales or other uses of Your Content, (ii) all mechanical royalties or other sums payable to music publishers and/or authors or co-authors of musical compositions embodied in Your Authorized Content from sales or other uses of Your Authorized Content, (iii) all payments that may be required under any collective bargaining agreements applicable to you or any third party (e.g., to unions or guilds such as AFM or AFTRA), and (iv) any other royalties, fees and/or sums payable with respect to Your Authorized Content or other materials provided by you to us. You agree that the amount payable to you is inclusive of any so-called “artist royalties” that might otherwise be required to be paid for sales or exploitations pursuant to the applicable laws of any jurisdiction and for any public performances, public displays or communications to the public of the sound recordings and musical works constituting Your Authorized Content. To the extent permitted by law, you hereby waive any so-called “moral rights” in Your Authorized Content applicable under the laws of any jurisdiction.
9. Notification of Collection Societies. If any portion of Your Authorized Content is now or in the future administered in any territory(ies) by any performance rights society, or any other collection society, you will be responsible for ensuring that such collection societies are notified of this Agreement, and of any other agreements or activities related to this Sync Distribution Addendum, in accordance with any obligations that may be applicable (e.g. obligations under agreements that relate to such collection societies’ administration of public performance rights in Your Authorized Content).
10. Subject to the immediately succeeding sentence, and, except as expressly provided in this Sync Distribution Addendum, any Licensees shall have no right under this Sync Distribution Addendum to grant a free license for the public performance of any of your musical works embodied in Your Authorized Content to any party that is a licensee of a performing rights organization authorized to license your musical works as of the date such party obtains a license from a Licensee. The restrictions set forth in the foregoing sentence do not apply in the case of licenses for the public performance of any of the musical works embodied in Your Authorized Content where the applicable license shall have been issued for any use described in Section 2(d) or 2(e).
11. Representations and Warranties by You.

You represent and warrant to us that: (i) you have the full right, power, and authority to act on behalf of any and all owners of any right, title or interest in and to Your Authorized Content, including all musical compositions embodied in Your Authorized Content, and that you are authorized to provide Your Authorized Content to us for the uses specified in this Sync Distribution Addendum; (ii) If you are acting on behalf of an artist, band, group or corporation, you represent and warrant that you are fully authorized to enter into this Sync Distribution Addendum on behalf of such artist, band, group, or corporation and to grant all rights and assume and fulfill all of the obligations, covenants, representations and warranties set forth in this Sync Distribution Addendum; (iii) you own or control all of the necessary rights in Your Authorized Content in order to make the grant of rights, licenses, and permissions herein, and that you have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within Your Authorized Content, and to use such individual’s identifying or personal information (to the extent such information is used or contained in Your Authorized Content) as contemplated by this Sync Distribution Addendum; (iv) the use or other exploitation of Your Authorized Content by us, or by Licensees, or by any customers of Licensees, all as contemplated and authorized by this Sync Distribution Addendum, will not infringe or violate the rights of any third party, including any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights; (v) no rights in or to any of Your Authorized Content have been assigned or otherwise provided to any third party that obtained exclusive rights; and (vi) no fees or payments of any kind shall be payable to any third party for the use of Your Authorized Content as contemplated by this Sync Distribution Addendum.

9. LIMITATION OF LIABILITY: BASIS OF BARGAIN. THE LIABILITY LIMITATIONS APPLICABLE TO SUPERLOUD STUDIOS UNDER THE SUPERLOUD STUDIOS MEMBER AGREEMENT WILL ALSO BE AFFORDED TO LICENSEES AND LICENSEE CUSTOMERS (WITH LIABILITY BEING LIMITED TO THE AMOUNT THAT WAS PAID BY THE APPLICABLE LICENSEE TO SUPERLOUD STUDIOS FOR THE LICENSED USE OF YOUR AUTHORIZED CONTENT IN THE SIX MONTHS PRIOR TO THE APPLICABLE DISPUTE). APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH CASES YOU AGREE THAT BECAUSE SUCH DISCLAIMERS AND LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND OUR LICENSEES, AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND SUPERLOUD STUDIOS, OUR LICENCEES’ AND LICENSEE CUSTOMERS’ LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU UNDERSTAND AND AGREE THAT OUR LICENSEES WOULD NOT BE ABLE TO OFFER THEIR SERVICES ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THESE LIMITATIONS AND WOULD NOT OFFER SUCH SERVICES ABSENT A LIMITATION OF LIABILIY.
10. Indemnification.
11. Indemnification. You hereby agree to indemnify, defend and hold harmless SuperLoud Studios and Licensees and customers of Licensees exercising rights consistent with the grant of rights set forth in this Addendum, from and against any and all damages, claims, liabilities, costs, losses, and expenses (including, but not limited to, legal costs and attorneys’ fees) (collectively, “Claims“) arising out of any breach or alleged breach of any of the warranties, representations, covenants or agreements made by you in this Addendum. You agree to reimburse us, on demand, for any payment made by us at any time with respect to any Claims to which the foregoing indemnity applies. Pending the resolution of any claim, demand, or action, we may, at our election, withhold payment of any monies otherwise payable to you hereunder in an amount which does not exceed your potential liability to us pursuant to this Section 10(a).
12. Indemnification Request. If we make an indemnification request to you under this Section, we may permit you to control the defense, disposition or settlement of the matter at your own expenses, provided that you shall not, without our prior written consent, enter into any settlement or agree to any disposition that requires any admission of liability by SuperLoud Studios or any Licensee or customer of a Licensee or imposes any conditions or obligations on SuperLoud Studios or a Licensee or customer of a Licensee (for the purposes of this Section 10, the “Indemnified Parties“) other than the payment of monies that are readily measurable for purposes of determining your monetary indemnification or reimbursement obligations to the Indemnified Parties. If the Indemnified Parties, in their reasonable and good faith judgment conclude that you are not capable of defending the interests of one or more of the Indemnified Parties against any Claims, then the Indemnified Parties, either individually or collectively, shall have the option to control the defense in any matter or litigation through counsel of their own choosing to defend against any such Claim for which you owe the Indemnified Parties an indemnification, and the costs of such counsel, as well as any court costs, shall be at your expense.
13. DISPUTE RESOLUTION. YOU AGREE THAT IN THE EVENT YOU INITIATE A CLAIM OR DISPUTE AGAINST A LICENSEE, SUCH CLAIM OR DISPUTE MUST BE RESOLVED EXCLUSIVELY IN THE MANNER THAT CLAIMS AGAINST SUPERLOUD STUDIOS ARE RESOLVED UNDER THE SUPERLOUD STUDIOS MEMBER AGREEMENT, AND THAT FOR CLAIMS OR DISPUTES AGAINST A LICENSEE, SUCH LICENSEE WILL BE ENTITLED TO ALL BENEFITS OF THE DISPUTE RESOLUTION PROVISIONS OF THE SUPERLOUD STUDIOS MEMBER AGREEMENT.
14. Miscellaneous.

(a) Construction. Wherever the words “include,” “includes” or “including” are used in this Sync Distribution Addendum, they shall be deemed to be followed by the words without limitation. In relation to the rights, remedies, and benefits granted hereunder, and the representations and warranties herein, the term “Licensees” is deemed to include Licensees’ sublicensees as well as Licensees’ successors and assigns.

(b) No Minimum Use Guarantees. You agree that SuperLoud Studios makes no guarantees regarding any minimum amount of uses or minimum payments that may be generated from the use of Your Authorized Content pursuant to this Addendum.

(c) Third Party Beneficiaries. Licensees and any Licensee customers are intended third party beneficiaries of this Sync Distribution Addendum. This Sync Distribution Addendum confers rights, remedies, benefits, representations, and warranties to Licensee and Licensee customers. The rights granted in this Sync Distribution Addendum are assignable by SuperLoud Studios. The rights granted to a Licensee or a customer of a Licensee pursuant this Addendum shall be assignable by a Licensee or a customer of a Licensee except as otherwise limited in any agreement entered into between SuperLoud Studios and a Licensee.

PRODUCTION POLICY

-SUPERLOUD STUDIOS, LLC

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SuperLoud Studios is a professional production, publishing and distribution company. Customer Service and satisfaction are our top priority. The following policies insure that all sessions are conducted in the most professional manner while providing our clients a creative and comfortable environment.

 

Booking & Payments

SuperLoud Studios recommends booking studio session dates a minimum of thirty (30) days in advance.  A deposit for 50% of total time booked shall be required at time of booking before any session dates are guaranteed. Without a deposit, if someone else wants the same time slot/service and offers a deposit, it will go to them. Any cancellations or reschedules must be received no later than 72 hours before booked session date or deposit will be forfeited.

Client agrees to pay Studio the rate specified or quoted by SuperLoud Studios.  Hourly sessions are billed at a minimum of two hours. Day rates or flat rate projects are are billed in each applicable increment. Charges do not include the cost of any additional media (CD, DVD, tapes, hard drives, etc.) including backup & archival media.  If not already received, payment in full is required at the beginning of a session. No media or recordings will be released by Studio to Client until outstanding monies due are received.

 

Clients will be charged a $25.00 service fee if Client’s account is not paid in full by the completion of each session. Clients will also be responsible for all legal, attorney and collection fees, if required for payment. If an account is not paid in full, immediate collection and legal action will be taken. Clients will also accrue a 10% interest charge per month until it is paid in full. Receipt of recording media from Studio to Client is acknowledgement between both parties that the quality of all services rendered by SuperLoud Studios is satisfactory to Client and shall release SuperLoud Studios from any and all liability regarding said recording media and services rendered.

The session clock begins at the scheduled session start time.  In some cases, studio may accommodate early arrivals; session start clock will be adjusted to reflect actual start times on time sheet.

Media & Storage

Studio will use its own media for recording each session and will create internal backup/archival of media when deemed necessary by Studio.  Studio reserves the right to erase session data one month after the end of each session.  It is your responsibility to purchase, download and store the source tracks of the master within that time period. You may purchase backup copies or a backup hard drive for an additional cost. You may extend the storage period by purchasing a ‘song storage plan’. Samples and other musical material that is copyrighted by a 3rd party or owned by Studio will not be included.  Studio may not be held responsible for lost, damaged or destroyed session media.

STUDIO DOWNTIME

Unforeseen problems can happen; If session downtime occurs at the fault of the studios equipment, that time will not be billed. The studios liability shall be limited strictly to the studio time of the booked session and clients agree to hold SuperLoud Studios harmless from any damages from such downtime.

 

STUDIO TOURS

It is recommended that new clients tour the studio prior to their first session. During this time we can discuss the parameters of your session and make a plan to ensure everything runs smoothly.

 

LEAVING GEAR BEHIND

SuperLoud Studios is not responsible for lost, damaged, or stolen gear left behind. Any property left past 30 days will become the property of SuperLoud Studios unless other arrangements have been made.

 

STUDIO GEAR (DAMAGE)

In the event a piece of studio gear owned by SuperLoud Studios or any part of its facility becomes damaged by you, or anyone in your party, due to negligence, accident, or willful act, you agree to provide monetary compensation in the amount of full replacement value of the damaged item. Damage to the studio property of any kind that are a result of anyone in client’s party or group will be assessed to client’s account.

General Policies

• No smoking, alcohol, firearms or drugs allowed on premises at any time.
• No food or beverages allowed on or near equipment racks, recording gear, mixing board, or in control room (at Studio’s discretion).
• Loitering by individuals and guests of clients not directly involved in the session is discouraged.
• We promote a fun, creative and professional atmosphere. Disruptive individuals will be asked to leave the premises at Studio’s discretion.
• Client shall be held financially responsible for any damage to Studio’s equipment or facilities by Client or Client’s guests.
• Studio shall have final say on proper and safe methods of use for all of its equipment and facilities.
• Studio is not responsible for any of Client’s property that is left on the premises.
• Studio shall not be liable to Client for equipment downtime or delays caused by equipment failure beyond Studio’s Control.
• Any downtime as a result of Studio equipment failure or availability shall be re-scheduled to a time agreeable to Studio and Client.
• Client agrees to indemnify Studio and employees and hold harmless from any claims, costs, losses, detriments and expenses incurred by client.
• Client affirms that he/she is the rightful owner or assignee of material to be recorded/reproduced.  Studio is not responsible for copyright violations, talent or creative royalties, mechanical reproduction licenses, or any other liabilities for such material or services.
• Studio makes no warranties or guarantees, expressed or implied, except those contained herein.

Album & Song Credits Policy

MIXING ENGINEER: For albums or songs mixed by a SuperLoud Studios Engineer:  Credit for mix engineer shall be displayed on outside packaging and liner notes of all copies of any Record in which the Mix(es) is/are embodied on and shall read:  ”Mixed by (name of SuperLoud Studios Engineer(s) at SuperLoud Studios”)

MIXING STUDIO: Credit for Mixing Studio shall be displayed in the liner notes of all copies of any Record in which the Mix(es) is/are embodied on and shall read:  ”Mixed at SuperLoud Studios, Orlando, FL”

RECORDING ENGINEER: For albums or songs recorded by a SuperLoud Studios Engineer:  Credit for recording engineer shall be displayed in the liner notes of all copies of any Record in which the Master Recording(s) is/are embodied on and shall read: “Recorded by (name of SuperLoud Studios Engineer(s) at SuperLoud Studios”

RECORDING STUDIO: Credit for Recording Studio shall be displayed in the liner notes of all copies of any Record in which the Master Recording(s) is/are embodied on and shall read: “Recorded at SuperLoud Studios, Orlando, FL”

If both recorded AND mixed by SuperLoud Studios Engineer or at SuperLoud Studios, credit may be combined, such as “Recorded and Mixed at SuperLoud Studios” or “Recorded and Mixed by (name of SuperLoud Studios Engineer(s) at SuperLoud Studios”.

 

SAMPLING POLICY

-SUPERLOUD STUDIOS, LLC

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All parties involved are being advised of SuperLoud Studios, LLC policies with respect to any so-called “samples” embodied in master recordings recorded by the artist as follows:

 

(a)        Prior to SuperLoud Studios, LLC authorization of pre-mastering, the artist must deliver the following

 

(1)        A detailed schedule listing any and all samples embodied in each master;

(2)        A written clearance or license for the perpetual, non-restrictive use of each such sample in any and all media from the copyright holder(s) of the master recording and of the musical composition sampled;

(3)        One fully-mixed (but not mastered) DAT copy of the masters.

 

(b)        Once the above-referenced materials are delivered by the artist, SuperLoud Studios, LLC will listen to and analyze the DAT copy of the masters to confirm the accuracy of the information provided. In the event that SuperLoud Studios review of the tape identifies samples in addition to the samples listed on the schedule, SuperLoud Studios will promptly inform the producer and/or artist or their representative of such discrepancy.

 

(c)        Until SuperLoud Studios  identifies all samples and receives written clearances for those samples which SuperLoud Studios legal department, in its good faith legal judgment, determines require such clearances, SuperLoud Studios will not authorize pre-mastering and will not issue funds or purchase orders with respect to pre-mastering.

 

(d)       The recording project relating to such masters will not be scheduled for release until such written sample clearances have been obtained and approved by SuperLoud Studios legal department.

 

 

Please also note that for purposes of this policy and otherwise, the term “sample” includes. Without limitation, the following:

 

(a)        Incorporating all or portion of a pre-existing master recording in a new master recording and/or remix; and/or

 

(b)        Incorporating all or portion or a pre-existing composition in a new master recording and/or remix.

The foregoing procedure will also apply to any and all remixes of masters, regardless of whether such remixes will be commercially released to the public.

ARTWORK LICENSING AGREEMENT

-SUPERLOUD STUDIOS, LLC

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This Artist Licensing Agreement (the “AGREEMENT”) governs the terms between you (“ARTIST”) and SUPERLOUD STUDIOS, LLC (“COMPANY”). All references to the COMPANY in this Agreement shall include COMPANY’s parent companies, affiliates, and subsidiaries.

 

Scope of this Agreement. This Agreement applies to any image, graphics, digital assets, or digital images created or taken by Artist and delivered to the COMPANY (collectively known as “IMAGES”). This Agreement governs the relationship between the parties and in no communication or other exchange, shall modify the terms of this Agreement unless agreed to in writing.

 

Rights: All Images and rights relating to them, including copyright and ownership rights in the media in which the Images are stored, remain the sole and exclusive property of the Artist unless otherwise noted. This license provides the COMPANY with the right to reproduce, publicly display, and distribute the Images for the term of one year (the “Initial Term”) unless earlier terminated and signed by both parties.

 

Images may contain copyright management information (CMI) at the discretion of the Artist in the form of either 1) a copyright notice © and/or 2) other copyright and ownership information embedded in the metadata or elsewhere, unless otherwise agreed to by the Parties. Removing and/or altering such information is prohibited and constitutes violation of the Digital Millennium Copyright Act (DMCA) and COMPANY will be responsible to the Artist for any penalties and awards available under that statute.

 

Relationship of the Parties: The parties agree that Artist is an independent contractor, and that neither Artist, nor Artist’s employees or contract personnel are, or shall be deemed to be, employees of COMPANY. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Artist and the Images or any other deliverables prepared by Artist shall not be deemed a work for hire as defined under Copyright Law. All rights granted to COMPANY are contractual in nature and are expressly defined by this Agreement.

 

Creation: The manner and method of creating any Image is solely at the discretion of Artist and the

 

COMPANY has no right to control Artist’s manner and method of performance under this Agreement. Artist will use his/her best efforts to: (a) ensure that the Images conform to COMPANY’s specifications; and (b) submit all Images to COMPANY in publishable quality, on or before the applicable deadlines.

 

Delivery: Artist may select delivery of photographs in JPEG, TIFF, PNG, or other standard format, at a resolution that Company determines will be suitable for the Images as licensed. It is the COMPANY’s responsibility to verify that the Images are suitable for reproduction and that if the Images are not deemed suitable, to notify the Artist within five (5) business days. Artist’s sole obligation will be to replace the Images at a suitable resolution. Artist will be liable for poor reproduction quality, delays, or consequential damages.

Unless otherwise specifically provided, Artist is not responsible to provide images 1) larger than 36”x48” at 2400 dpi or 2) in a format higher than 32-bit or in RAW format. Artist has no obligation to retain or archive any Images delivered to COMPANY.

 

Payments:  Artist artwork shall receive a share of 25% net profit of all merchandise of images submitted.   Artwork and musical compositions are handled in the same manner unless otherwise noted. See payment terms in Artist Agreement, Publishing Administration Addendum and Sync Distribution.

 

No Exclusivity: This Agreement does not create an exclusive relationship between the both parties. COMPANY is free to engage others to perform services of the same or similar nature to those provided by Artist, and Artist shall be entitled to offer and provide services to others, solicit other COMPANYs and otherwise advertise the services offered by Artist.

 

Transfer and Assignment: COMPANY may not assign or transfer this agreement or any rights granted under it. No amendment or waiver of any terms is binding unless in writing and signed by the parties.

 

Indemnification: COMPANY will indemnify and defend Artist against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of the creation or any use of the Images or materials furnished by COMPANY. It is the COMPANY’s responsibility to obtain the necessary model or property releases are ensure they are full effect and in force.

 

General Law/Arbitration: This Agreement sets forth the entire understanding of the parties, and supersedes all prior agreements between the parties. This Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of Florida. Any claim or litigation arising out of this Agreement or its performance may be commenced only in courts physically located in

 

Orange County, Florida, and the parties hereby consent to the personal jurisdiction of such courts. In the event of any litigation arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its attorneys’ fees incurred in the litigation. If parties are unable to resolve the dispute, either party may request mediation and/or binding arbitration in a forum mutually agreed to by the parties.

 

Severability: If one or more of the provisions in the Agreement is found invalid, illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected. Any such provisions will be revised as required to make them enforceable.

 

Waiver: No action of either party, other than in writing agreed to by the parties, may be construed to waive any provision of this Agreement and a single or partial exercise by either party of any such action will not preclude further exercise of other rights or remedies in this Agreement.