PUBLISHING ADMINISTRATION ADDENDUM

Last Updated: July 1, 2019

This DJC WORLDWIDE MUSIC Publishing Administration Addendum (the “Publishing Addendum”) governs the terms upon which DJC WORLDWIDE MUSIC PUBLISHING , (”DJC Worldwide Music Publishing ) 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 DJC WORLDWIDE account registration (“Account Registration”) 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 DJC WORLDWIDE PACKAGE THAT INCLUDES PUBLISHING SERVICES , YOU AGREE TO THE TERMS OF THIS PUBLISHING ADDENDUM AS WELL AS TO THE TERMS OF THE DJC WORLDWIDE (THE “ARTIST AGREEMENT”) AND THE DJC WORLDWIDE (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 DJC WORLDWIDE 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 DJC WORLDWIDE , 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 DJC WORLDWIDE via the DJC WORLDWIDE 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 DJC WORLDWIDE 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:

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 DJC WORLDWIDE 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 DJC WORLDWIDE . As DJC WORLDWIDE 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.

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.

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".

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 DJC WORLDWIDE Sync Addendum.

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.

f) To sublicense any or all of the rights granted herein to any persons or entities.

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.

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.

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.

2. 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 Registration 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 DJC WORLDWIDE to enter into such licenses on your behalf.

3. YOUR ACCOUNT

a) In order to use the Publishing Services, you must create a DJC WORLDWIDE account (the “Account”). Writer will be asked as part of the Account Registration to select a unique user name and password and to provide DJC WORLDWIDE 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 DJC WORLDWIDE immediately at chief@djcworldwide.com. Any materials submitted to DJCWORLDWIDE will not be returned.

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 DJC WORLDWIDE . 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.

4. FEES

a) In consideration of the Publishing Services rendered hereunder, you shall be obligated to pay to DJC WORLDWIDE the registration fees described in the relevant Account Registration (the “Registration Fees”) 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 Registration or otherwise authorized under your Account. Registration Fees are non-refundable once paid, and will not be prorated upon termination.

b) When you sign up for the Publishing Services, you will be providing DJC WORLDWIDE 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 DJC WORLDWIDE account (i.e., your share of Net Income); otherwise, we may suspend our Publishing Services and/or terminate the Term.

c) DJC WORLDWIDE shall retain an Administration Fee of fifteen percent (15%) of the “Gross Receipts.” Administration Fee. As used herein, Gross Receipts shall mean the total amounts actually collected on your behalf by DJC WORLDWIDE which are attributable to the exploitation of Writer’s Interest in the Compositions.

5. PAYMENT OF NET INCOME; ACCOUNTING

a) DJC WORLDWIDE 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 DJC WORLDWIDE 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 DJC WORLDWIDE 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 DJC WORLDWIDE directly attributable to exploitation of the Compositions in the United States shall be calculated “at source”.

b) In the event that DJC WORLDWIDE has, in its reasonable business judgment, reason to suspect that Writer’s account has been subjected to and/or involved in fraudulent activities, DJC WORLDWIDE 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 DJC WORLDWIDE (including legal fees and costs) in connection therewith may, in addition to its other remedies, be deducted by DJC WORLDWIDE from any monies otherwise payable to you hereunder. Certain of DJC WORLDWIDES licensees may also have policies related to fraud and suspected fraudulent activities and you agree that such policies shall be binding upon you hereunder.

c) The Net Income payable by DJC WORLDWIDE 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. DJC WORLDWIDE will issue payments from your Account when the amount in your Account reaches the level $500. DJC WORLDWIDE may also issue payments from your Account at additional times in its sole discretion.

d) All accountings rendered and payments made by DJC WORLDWIDE 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 DJC WORLDWIDE 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.

6. TERM; TERMINATION

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 DJC WORLDWIDE 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 DJC CANCELLATION to CHIEF@DJCWORLDWIDE.com with a request to cancel along with your email address and DJC WORLDWIDE 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.

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 DJC WORLDWIDE 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.

c) DJC WORLDWIDE 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. DJC WORLDWIDE will continue to account to you for all such income.

d) DJC WORLDWIDE 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 DJC WORLDWIDE service as a whole will also constitute termination of this Publishing Addendum.

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.

7. CHANGES

DJC WORLDWIDE 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 your account 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:

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.

b) All registration information and other information you submit to DJC WORLDWIDE 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.

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 DJC WORLDWIDE under this agreement, or DJC WORLDWIDES enjoyment of such rights and the proceeds thereof as contemplated hereunder.

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 DJC WORLDWIDE . Without limiting the foregoing, no Composition embodies a “sample” or other portion of a musical composition owned or controlled by a third party.

e) The Compositions are and shall be free from any adverse claims, liens or encumbrances of any kind by any person or entity.

f) DJC WORLDWIDE 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.

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.

h) You shall at all times defend, indemnify and hold harmless DJC WORLDWIDE 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 DJC WORLDWIDE 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 DJC WORLDWIDE or the Other Indemnitees are entitled to be indemnified, or DJC WORLDWIDE 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 DJC WORLDWIDE 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 CD BABY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HERE DJC WORLDWIDE 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 DJC WORLDWIDE FOR THE PUBLISHING SERVICES.

THE SITE AND THE PUBLISHING SERVICES ARE PROVIDED ON AN "AS-IS," “AS AVAILABLE” BASIS AND DJC WORLDWIDE 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. DJC WORLDWIDE 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 Djc worldwide privacy policy, terms of use applicable to the Site generally, and the Registration, sets forth the entire understanding between Djc worldwide 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 Djc worldwide 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 Djc worldwide 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 Djc worldwide and/or its licensees.

Djc worldwide 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 Djc worldwide 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.

DJC WORLDWIDE MUSIC PUBLISHING®, the DJC WORLDWIDE logo, and other DJC WORLDWIDE trademarks, service marks, graphics, and logos used on the Site or in connection with the Publishing Service are trademarks or registered trademarks of Audio & Video Labs, Inc., 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 HILLSBOROUGH 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 Multnomah County.

11. SPECIFIC REGIONS AND TERRITORIES

Each region and territory may have specific rules or terminology that may impact your relationship with your PRO. The substantial Grant of Rights and Publishing Services shall remain the same, but please be sure to reference the region and territory list below to see if your relationship with your PRO is affected.

In regard to registrations with PROs in Australia, New Zealand, and Papua New Guinea (e.g. with APRA AMCOS),DJC WORLDWIDE will provide you with a Letter of Confirmation, confirming the relationship between the Writer and DJC WORLDWIDE .

FOR USERS SUBJECT TO TERRITORY BASED RIGHTS ORGANIZATIONS THAT DIFFER FROM TRADITIONAL USA BASED PUBLISHING.

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