Distribution Agreement

Distribution Agreement

Effective Date: 02.12.2023

This Music Distribution Agreement ("Agreement") is a binding legal contract entered into between Sonorous Zen ("Company", "Distributor", "we", "us", or "our"), the operator of the digital music distribution platform accessible at sonorouszen.com and related domains, with its registered office at []; and the User ("Artist", "Label", "Rights Holder", "you", or "your"), being the natural person or legal entity who registers an account, completes identity verification (KYC), and accepts this Agreement through the Sonorous Zen platform ("Platform"). By creating an account, completing identity verification, uploading any Content, or clicking "I Agree", you acknowledge that you have read, understood, and agreed to be legally bound by this Agreement, together with our Terms of Service, Privacy Policy, Anti-Fraud Policy, and any other policies referenced herein.

1. Definitions For the purposes of this Agreement, the following capitalized terms shall have the meanings set out below. "Affiliate" means any entity that controls, is controlled by, or is under common control with a Party. "Collaborator" means any third party invited by you to access portions of your account or share royalties through the Royalty Splits feature. "Content" means any sound recordings, musical compositions, lyrics, artwork, metadata, videos, biographical information, photographs, or other materials uploaded by you or on your behalf to the Platform. "Content ID" means automated rights-management and monetization systems operated by user-generated content platforms, including but not limited to YouTube Content ID, Meta Rights Manager, TikTok Commercial Music Library, and equivalent systems. "DSP" or "Digital Service Provider" means any third-party digital music store, streaming service, social platform, or content service to which the Company delivers Content, including but not limited to Spotify, Apple Music, Amazon Music, YouTube Music, Tidal, Deezer, TikTok, Instagram, Facebook, Snapchat, SoundCloud, Tencent, Boomplay, Melon, and any other platform now existing or hereafter developed. "Effective Date" means the date on which you first accept this Agreement electronically. "Gross Revenue" means all revenue actually received by Company from DSPs in respect of the Content, after deduction of any DSP commissions, fees, taxes, withholdings, currency conversion costs, payment processor fees, and chargebacks imposed by DSPs or financial institutions. "KYC" means Know-Your-Customer identity verification procedures conducted by Company in compliance with applicable anti-money-laundering and counter-terrorism-financing laws. "Net Revenue" means Gross Revenue less Company's applicable Distribution Fees and any other deductions described in this Agreement. "Plan" means the subscription tier selected by you and the corresponding feature set, as published on the Platform from time to time. "Release" means any single, EP, album, compilation, or other collection of recordings submitted by you for distribution. "Territory" means worldwide. "UGC" means user-generated content platforms where revenue is generated through Content ID, monetized embeds, ad-share programs, or similar mechanisms.

2. Grant of Rights You hereby grant Company a non-exclusive, worldwide, sublicensable license during the Term to: (a) reproduce, encode, transcode, host, store, cache, format, and prepare the Content for digital delivery; (b) deliver, distribute, license, sublicense, sell, stream, perform, communicate, and otherwise exploit the Content via any and all DSPs selected by you or Company; (c) include the Content in promotional materials, playlists, editorials, marketing campaigns, smart links, and pre-save features operated by Company or its DSP partners; (d) collect, administer, and remit revenue arising from exploitation of the Content; (e) issue takedown notices, file DMCA claims, and enforce rights against infringers acting on the Content on your behalf; (f) operate Content ID, fingerprinting, and rights-management services on your behalf where you have explicitly enabled such services for an eligible Plan; and (g) use your name, likeness, biographical information, artwork, photographs, and Release metadata for the purpose of distribution, marketing, and promotion of the Content and the Platform. This Agreement is non-exclusive. You may distribute the same Content through other distributors, provided that you do not deliver duplicate metadata or duplicate ISRCs/UPCs to the same DSP through multiple channels simultaneously, which would constitute a violation of DSP delivery rules and is grounds for immediate suspension and chargeback liability. All rights not expressly granted to Company are reserved by you, and you retain full ownership of your master recordings, compositions, and copyrights.

3. Artist Representations, Warranties, and Covenants You represent, warrant, and covenant on a continuous basis that: you are at least 18 years of age (or have obtained verifiable parental or guardian consent), have full legal capacity, and are authorized to enter into this Agreement; you own or control all rights necessary to grant the licenses in Section 2, including all master recording rights, mechanical rights, synchronization rights, and any clearances required for samples, interpolations, features, or co-writes; the Content does not and will not infringe any copyright, trademark, publicity right, privacy right, moral right, or any other proprietary right of any third party; for any cover song or sample-containing Content, you have obtained all required mechanical licenses, sample clearances, and compulsory licenses in every Territory of distribution, and you acknowledge that DSPs may reject or remove cleared cover songs at their discretion; where Content is wholly or partly AI-generated, you accurately disclose this in metadata, comply with all DSP-specific AI labeling requirements, and warrant that no training data or output infringes third-party rights; all Royalty Split allocations you create accurately reflect the agreed contributions of all Collaborators, and all Collaborators have consented to such splits; all metadata (including artist names, ISRCs, UPCs, release dates, songwriter credits, publishing information, and ownership shares) is true, accurate, and complete, and you will not engage in metadata manipulation, artist-name hijacking, or impersonation; you will not engage in, commission, or benefit from artificial streaming, bot streams, click farms, stream-buying services, or any manipulation of DSP statistics, and you acknowledge that any violation results in immediate forfeiture of associated revenue, takedown of affected Content, account termination, and potential legal action; you will comply with all DSP-specific terms of service, content guidelines, and the Sonorous Zen Anti-Fraud Policy, Terms of Service, and Acceptable Use rules; and you are not located in, organized under, or a national of any country or entity subject to sanctions by the United Nations, United States (OFAC), European Union, or United Kingdom.

4. Content Delivery, Review, and Takedown Company reserves the right, but is not obligated, to review any Release before delivery to DSPs and to reject, request modifications to, or refuse delivery of any Content for any reason, including technical defects, metadata errors, suspected infringement, content violating DSP guidelines, or violation of this Agreement. Company will use commercially reasonable efforts to deliver approved Releases to DSPs within typical industry timelines, but does not guarantee any specific delivery date or appearance date on any DSP. You may request takedown of any Release through the Platform at any time, and takedowns typically propagate to DSPs within 1 to 30 days depending on the DSP; royalties already accrued or in pipeline before takedown will be paid in the next regular cycle. Company may immediately and without prior notice take down any Content that is the subject of a copyright, trademark, or DMCA complaint; that violates DSP terms or Sonorous Zen policies; that is suspected of streaming fraud or metadata manipulation; that is required to be removed by court order, regulator, or law enforcement; or that is associated with an account in DMCA Lockdown or restriction status. Company complies with the U.S. Digital Millennium Copyright Act and equivalent international notice-and-takedown frameworks, and you acknowledge Company's role as a service provider and agree to indemnify Company in relation to any third-party claims as set forth in Section 11.

5. Royalties, Fees, and Payment Terms Company shall retain a Distribution Fee from Gross Revenue generated by your Content, with the remainder credited to you as Net Revenue. The applicable Distribution Fee rates, including any differences between DSP store revenue and UGC platform revenue, are published on the Platform and within your selected Plan, and may be updated from time to time in accordance with Section 15. By accepting this Agreement and continuing to use the Platform, you acknowledge and accept the Distribution Fee structure as published and in effect at the time revenue is reported. For cover songs distributed under the Cover Song Licensing feature, separate one-time licensing fees apply, and mechanical royalty obligations may be deducted at the source by the licensor. Plan subscription fees, where applicable, are separate from the Distribution Fee, are non-refundable except as required by law, are billed via Stripe, and failure to maintain a paid Plan may result in feature limitations as published in the Plan description. DSPs typically report and remit revenue to Company on a sixty (60) to ninety (90) day delayed cycle from the streaming month. Company will credit Net Revenue to your Wallet within a commercially reasonable period after Company receives, reconciles, and verifies the DSP report, typically within thirty (30) to sixty (60) days after DSP remittance. Wallet balances do not accrue interest. You may request withdrawal of your Net Revenue subject to a minimum withdrawal threshold of USD 25.00 per request. Withdrawal requests are processed within seven (7) to fourteen (14) business days of submission, and you are solely responsible for all currency conversion costs, banking fees, and intermediary fees beyond Company's control. Withdrawals may be delayed or held pending KYC re-verification, fraud investigation, legal hold, court order, royalty-split disputes, or DMCA lockdown. If Company is required to refund, charge back, or repay DSP revenue (including for streaming fraud, infringement, takedowns, refunds, or DSP audit adjustments), Company may deduct such amounts from your Wallet, future earnings, or invoice you directly, and any negative Wallet balance must be cleared before further withdrawals will be processed. You are solely responsible for all income tax, VAT, GST, withholding tax, and any other tax obligations arising from your earnings, and Company may withhold taxes where required by law and will provide tax documentation as legally required. If a Wallet shows no activity for twenty-four (24) consecutive months and you cannot be reached at your registered email, Company may, after reasonable notice, treat the balance as abandoned in accordance with applicable unclaimed-property laws.

6. Content ID and Rights Management Content ID, Meta Rights Manager, and equivalent rights-management features are available only to users on eligible Plans, as published on the Platform, and only for Content that is one hundred percent (100%) original, exclusively licensed, and free of covers, samples, remixes, or third-party features without cleared rights. You may submit channels for greenlist (whitelist) or blocklist (block monetization or visibility) via the Platform, subject to Plan-specific limits and fair-use rules. You acknowledge that Content ID systems may produce false positives, conflicting claims, or reverse claims, and Company will reasonably assist in dispute resolution but is not liable for outcomes determined by third-party platforms. Content found to violate the eligibility rules in this Section will be removed from Content ID without prior notice and may trigger account-level restrictions, including suspension or termination.

7. Royalty Splits and Collaborators You may invite Collaborators to receive a percentage share of Net Revenue from specific Releases via the Royalty Splits feature. You are solely responsible for the accuracy of split allocations, and Company acts only as a paying agent and does not adjudicate disputes between you and your Collaborators. Once a Collaborator accepts a split, it becomes binding, and modifications require the consent of all affected parties or a court order. In the event of a documented dispute, including a legal demand letter, court order, or arbitration award, Company may freeze affected royalties until the dispute is resolved.

8. KYC, Anti-Money-Laundering, and Data Protection Access to the Platform's distribution, wallet, and withdrawal features is contingent on successful completion of KYC, and Company may require re-verification at any time. Pending successful KYC, your Releases may be staged but not delivered, and your Wallet may not be withdrawn from. Company complies with applicable anti-money-laundering ("AML") and counter-terrorism-financing ("CTF") laws and may report suspicious activity to authorities as required by law, without prior notice to you. Company processes your personal data in accordance with its Privacy Policy and applicable data protection laws, including the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and equivalent regimes, and you acknowledge that Company shares your data with DSPs as necessary for distribution.

9. Term and Termination This Agreement begins on the Effective Date and continues until terminated as set out below. You may terminate this Agreement at any time by requesting takedown of all Releases through the Platform, submitting a termination request via Support, and settling any negative Wallet balance; termination is effective thirty (30) days after the takedown propagation completes, and earnings already in the DSP pipeline will continue to be reported and paid out under Section 5 for up to twelve (12) months following termination. Company may suspend or terminate this Agreement and your account immediately, with or without notice, if you breach any material term of this Agreement; engage in streaming fraud, infringement, metadata manipulation, or impersonation; fail KYC or trigger AML red flags; initiate excessive chargebacks; become subject to insolvency proceedings; become subject to applicable sanctions; or cease to use the Platform for twenty-four (24) consecutive months. Upon termination, all licenses granted in Section 2 terminate, except for residual rights necessary for DSPs to remove Content from their pipeline and for Company to complete final accounting; Company will issue takedown requests to DSPs upon termination but cannot guarantee removal timelines. Sections that by their nature should survive termination, including Sections 3, 5, 8, 10, 11, 12, 13, 14, and 15, shall survive. In cases of fraud, infringement, or sanctions violations, Company may forfeit any unpaid balance and is entitled to recover damages.

10. Confidentiality Each Party agrees to maintain in strict confidence all non-public information disclosed by the other Party, including business terms, financial data, and proprietary technology. Confidentiality obligations survive termination for three (3) years, except for trade secrets, which are protected indefinitely. Disclosure may be made where required by law, regulator, court order, or to professional advisors under a duty of confidentiality.

11. Indemnification You shall indemnify, defend, and hold harmless Company, its Affiliates, officers, directors, employees, agents, DSP partners, and successors from and against any and all claims, demands, suits, damages, losses, liabilities, settlements, judgments, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: any breach of your representations, warranties, or covenants in Section 3; any claim that the Content infringes any third-party right; any inaccuracy in metadata, royalty splits, or ownership claims; streaming fraud, AML violations, or sanctions violations attributable to you; and any tax obligation arising from your earnings. Company shall indemnify you for direct claims arising solely from Company's gross negligence or willful misconduct in operating the Platform, subject to the limitations in Section 12. The indemnifying Party shall control the defense and settlement, provided that no settlement adverse to the indemnified Party may be made without that Party's prior written consent.

12. Disclaimers and Limitation of Liability The Platform and all services are provided on an "AS IS" and "AS AVAILABLE" basis, without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted operation. Company does not guarantee any specific revenue, streaming numbers, DSP placement, playlist inclusion, or commercial success. To the maximum extent permitted by law, Company's total aggregate liability under this Agreement shall not exceed the greater of (a) the total Distribution Fees Company actually retained from your account in the twelve (12) months preceding the event giving rise to the claim, or (b) USD 100.00. In no event shall either Party be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost data, or loss of goodwill, even if advised of the possibility thereof. The limitations in this Section do not apply to your indemnification obligations under Section 11, breaches of Section 10 (Confidentiality), or fraud, gross negligence, or willful misconduct.

13. Force Majeure Neither Party shall be liable for delay or failure in performance, other than payment obligations already due, caused by events beyond reasonable control, including acts of God, war, terrorism, civil unrest, government action, sanctions, pandemics, internet outages, DSP outages, hosting provider failures, or cyberattacks.

14. Dispute Resolution and Governing Law This Agreement is governed by and construed in accordance with the laws of [INSERT JURISDICTION — e.g., Singapore], without regard to conflict-of-laws principles. Before initiating formal proceedings, the Parties agree to attempt to resolve any dispute through good-faith negotiation for a period of thirty (30) days following written notice of the dispute. Any unresolved dispute, controversy, or claim arising out of or relating to this Agreement shall be finally resolved by binding arbitration administered by [INSERT — e.g., the Singapore International Arbitration Centre (SIAC)] under its rules then in effect; the seat of arbitration shall be [INSERT CITY], and the language shall be English, with judgment on the award entered in any court of competent jurisdiction. You agree that disputes shall be resolved on an individual basis and waive any right to participate in a class action, collective action, or representative proceeding. Notwithstanding the foregoing, either Party may seek injunctive or equitable relief from a court of competent jurisdiction to protect intellectual property, confidentiality, or to enforce takedowns. Any claim must be brought within one (1) year after the cause of action arises or it is permanently barred.

15. General Provisions This Agreement, together with the Terms of Service, Privacy Policy, Anti-Fraud Policy, Cookie Policy, and any Plan-specific terms, constitutes the entire agreement between the Parties and supersedes all prior agreements relating to its subject matter. Company may amend this Agreement by posting a revised version with an updated Effective Date, and material changes will be notified via email or in-Platform notice at least thirty (30) days before they take effect; continued use of the Platform after the effective date constitutes acceptance. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable. Failure to enforce any provision shall not constitute a waiver of future enforcement. You may not assign this Agreement without Company's prior written consent, but Company may assign this Agreement to any Affiliate, successor, or acquirer without consent. The Parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, employment, agency, or fiduciary relationship. Notices to Company shall be sent to legal@sonorouszen.com, and notices to you will be sent to the email address registered on your account. You agree that clicking "I Agree", completing KYC, or continuing to use the Platform constitutes your electronic signature, with the same legal effect as a handwritten signature under the U.S. ESIGN Act, EU eIDAS Regulation, and equivalent laws. Section headings are for convenience only and do not affect interpretation. This Agreement is executed in English; a Burmese translation is provided for reference only, and in case of conflict, the English version controls. DSPs are intended third-party beneficiaries of Section 2 (Grant of Rights) and Section 3 (Representations and Warranties) to the extent necessary to enforce delivery and takedown rights.

16. Acknowledgement and Acceptance By creating an account, completing KYC, uploading any Content, or clicking "I Agree", you acknowledge that you have read this entire Agreement and understand its terms; that you have had the opportunity to seek independent legal advice; that you voluntarily and knowingly accept all obligations and waivers herein; that you are at least 18 years of age or have authorized parental consent; and that you are authorized to enter into this Agreement on behalf of yourself or any entity you represent. This Agreement is effective as of the Effective Date and remains in force until terminated in accordance with Section 9.