This Distribution Agreement (this “Agreement”) is a binding legal agreement between you (hereinafter referred to as the “Second Part”) and ForeVision Digital, a digital distribution firm (“ForeVision Digital”, “First Part”, or “us”), regarding your use of our ForeVision Digital service to distribute your musical recordings to selected digital services and stores (“Schedule”). If you are entering into this Agreement on behalf of one or more other people, a group, company, or other entity, then by accepting this Agreement, you represent and warrant to us that you are duly authorized to do so on behalf of all such person(s)/entity(ies), and to bind them to this Agreement. First Part shall be fully entitled to rely on that fact (in which case, the term “Second Part” includes all such people and entities) in our performance under this Agreement.

By clicking to agree to this Agreement, you are accepting the terms and conditions below, so please read and understand them completely before doing so. This Agreement will automatically become effective on the date you click to agree to this Agreement (the “Effective Date”).

The First Part agrees to do so under the following conditions:

1. TERM

Your agreement to this Agreement commences on the Effective Date and will continue unless and until terminated by either party in accordance with this Agreement.

2. DEFINITIONS

a. “Digital Master” or “Digital Masters” means copies of the Second Part’s sound recordings/video files and underlying musical compositions that the Second Part owns, controls, or has the appropriate rights to distribute in digital form, which the First Part may sell or authorize Digital Store(s) to sell via electronic transmission, including but not limited to permanent digital downloads, streams, conditional downloads, ringtones, real tones, or other digital forms as individual tracks or as a whole album, together with artwork pursuant to the terms and conditions of this Agreement. Any sound recordings and underlying musical compositions provided by or on behalf of the Second Part to the First Part must be owned or controlled by the Second Part and/or cleared by the Second Part. Any sound recording provided by the Second Part to the First Part shall be deemed subject to this Agreement.

b. “Digital Store” means any third party, including but not limited to CRBT platforms such as Bharti Airtel, Vodafone Idea, BSNL, JioTunes; music streaming platforms such as Wynk, Gaana, JioSaavn, Amazon Music; video platforms such as YouTube (YouTube Music & Content ID), MX Player, Amazon Prime Video, Hungama Play (and Artist Aloud); international streaming platforms such as Apple Music, iTunes, Spotify, Deezer, KKBox, SoundCloud, Pandora, AudibleMagic, Mixcloud, iHeart, iMusicaCorp, AWA, Netease, Napster, Boomplay, Alibaba, Tidal, 7Digital, Anghami, Snap, TikTok, Resso (ByteDance), Facebook, Triller, Jaxsta, Kuack Media, Touchtunes, and others that the First Part, in its sole discretion, may authorize to carry out the marketing, distribution, sale, or other use of the Digital Masters pursuant to the terms of this Agreement, as mentioned in the Schedule.

c. “Effective Date of this Agreement” shall mean either the date of this Agreement or the day the first Digital Masters are received by the First Part from the Second Part, whichever is later.

d. “Territory” means India and all territories outside India.

e. “Artwork” means album cover artwork and any other artwork relating to the Second Part’s Digital Master(s) that the Second Part provides to the First Part. Any artwork, music, or inlay work provided by or on behalf of the Second Part to the First Part before or during the Term will be deemed cleared by the Second Part unless the Second Part promptly notifies the First Part in writing to the contrary.

f. “Metadata” means the following categories of information in respect of each Digital Master: track title, album title, artist name, genre, copyright information, label name, ISRC and UPC identifiers, “Explicit Lyrics” identification, biographical information, sales information including pricing, date of first release, territories available for release, songwriter information, and publisher information.

3. RIGHTS

a. Subject to the terms of this Agreement, the Second Part hereby appoints the First Part as its exclusive authorized representative for the sale and electronic transmission of its Digital Masters. Accordingly, the Second Part hereby grants the First Part the exclusive right during the Term to:

(i) reproduce and convert the Second Part’s content into Digital Masters;

(ii) perform and make thirty (30) second streaming clips (“Clips”) available to promote the sale and distribution of applicable Digital Masters;

(iii) promote, sell, distribute, electronically transmit, and deliver Digital Masters, as individual tracks or entire albums, together with associated Metadata to purchasers who may use such Digital Masters in accordance with usage rules similar to those set forth by music services;

(iv) display and electronically transmit Artwork solely in conjunction with the applicable purchased Digital Master(s);

(v) use the Second Part’s content, Artwork, and Metadata as reasonably necessary or desirable for the First Part to exercise its rights under this Agreement; and

(vi) authorize or appoint any Online Store(s) to perform the activities described in clauses (i) to (v) above.

b. The First Part may use and authorize its Online Store(s) to use the names, biographical material, track names, album names, and Artwork of the Second Part in marketing materials for the sale, promotion, and advertising of the applicable Digital Masters offered for sale or other use under this Agreement. The First Part and its Online Store(s) shall have the unrestricted right to market, promote, and advertise the Digital Masters at their discretion. Nothing herein shall obligate the First Part or any Online Store(s) to exercise any rights granted under this Agreement, subject to the Copyright Act.

c. The First Part shall redistribute the recordings/master files/music as directed by the Second Part.

4. SECOND PART’S OBLIGATIONS

The Second Part shall obtain and pay for any necessary clearances and licenses in the Territory for all content and Artwork. Specifically, the Second Part shall be responsible for and promptly pay:

(i) any royalties and other income due to artists, authors, co-authors, copyright owners, co-copyright owners, producers, and other royalty participants from sales or other uses of Digital Masters;

(ii) all mechanical royalties payable to publishers and/or authors or co-authors of copyrighted musical compositions embodied in Digital Masters;

(iii) all payments required under collective bargaining agreements applicable to the Second Part or third parties other than the First Part; and

(iv) any other royalties, fees, and/or sums payable with respect to the content, Artwork, Metadata, and other materials provided by the Second Part to the First Part.

5. PAYMENT

The First Part shall pay the Second Part 90% (Audio), 85% (Video), and 85% (YouTube) of the total revenues received from Online Store(s) for the sale, streaming, downloading, or other use of the Second Part’s Digital Masters. The First Part will compute amounts payable every six (6) months during the Term and provide a statement to the Second Part in accordance with standard business practices.

Such payment shall constitute full consideration for all rights granted and obligations undertaken by the Second Part hereunder. Revenue shall be paid to the Second Part only if the payable amount exceeds INR 1,000 or USD 50. The Second Part shall be solely responsible for paying all taxes and transaction charges.

6. OWNERSHIP

As between the Parties, all right, title, and interest in and to:

(i) the Second Part’s sound recordings and Artwork;

(ii) the Clips;

(iii) all copyrights and equivalent rights embodied therein; and

(iv) all materials furnished by the Second Part,

shall remain the property of the Second Part, except for any rights of the First Part under this Agreement. The First Part shall hold ownership of the master track solely for the purpose of distribution and sale.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

a. The Second Part shall indemnify, defend, and hold harmless the First Part, its Online Store(s), affiliates, directors, officers, and employees from and against any and all losses, liabilities, damages, costs, or expenses (including reasonable attorney fees) arising out of:

(i) any breach of warranty, representation, covenant, or obligation by the Second Part under this Agreement; or

(ii) any claim that any Digital Master, sound recording, Artwork, Metadata, or related material provided by the Second Part infringes the rights of a third party.

The Second Part shall reimburse the First Part for any payments made in resolution of such claims, provided the First Part obtains prior written consent before making such payments.

b. The Second Part represents and warrants that it has full authority to enter into this Agreement, grant the rights herein, and perform all obligations under this Agreement without infringing the rights of any third party.

c. The warranties and indemnification obligations herein shall survive termination of this Agreement.

8. GENERAL PROVISIONS

a. No Agency or Joint Venture: The relationship between the parties is that of independent contractors. Nothing herein creates a partnership, agency, or joint venture.

b. Binding on Successors: This Agreement shall bind the assigns, heirs, executors, administrators, and successors of the parties.

c. Notices: Any notice or communication under this Agreement shall be in writing and deemed delivered when hand-delivered, delivered by agent, or sent via Indian Mail, postage prepaid, to the addresses listed herein. For any action not covered under this Agreement, both parties shall provide seven (7) days prior written notice to the other party.

d. Entire Agreement: This Agreement constitutes the complete understanding between the parties and supersedes all previous agreements. Any modification must be in writing and signed by all parties. This Agreement shall be governed by the laws of India and subject to the exclusive jurisdiction of the courts located in Cooch Behar.

e. Cure: If either party alleges a breach of this Agreement, written notice must be provided, and the other party shall have forty-five (45) days to cure such breach.

9. GRANT OF LICENSE

a. Licensed Recordings: The Second Part grants the First Part and its Third Party Assignees a non-exclusive license during the Term throughout the Territory to convert, digitize, encode, and produce Digital Audio Transmissions of the Licensed Recordings.

b. Distribution of Music: The Second Part grants the First Part and its Third Party Assignees the non-exclusive right to sell, distribute, publish, copy, transfer, convert, encode, digitally modify, and deliver the Licensed Recordings over the Internet.

c. Release: The Second Part authorizes the First Part and its Third Party Assignees to release, publish, sell, and deliver the Licensed Recordings and related promotional materials throughout the Territory.

d. Music Streams: The Second Part grants the First Part and its Third Party Assignees the right to stream Digital Audio Transmissions for subscription listening and promotional purposes.

e. Portable Subscriptions: The Second Part grants the First Part and its Third Party Assignees the right to deliver Digital Audio Transmissions to portable subscription services.

f. Distribution of Artwork: The Second Part grants the First Part and its Third Party Assignees the right to distribute, display, publish, and digitally modify Artwork and promotional materials.

g. Text: The Second Part grants the First Part and its Third Party Assignees the right to distribute and publish writings, text, and statements related to the Licensed Recordings.

h. Reserved Rights: All rights not expressly granted herein remain reserved to the Second Part.

10. DELIVERY

The Second Part shall deliver to the First Part, via CD or digital upload, the master versions of each Licensed Recording, related Artwork, songwriter and publisher information, copyright details, and all required credits. The First Part shall not modify the Licensed Recordings except for encoding or digitization necessary for distribution.

11. RIGHTS HOLDER’S OBLIGATIONS

The Second Part shall obtain and pay for all necessary clearances, licenses, royalties, fees, and other payments related to the Licensed Recordings, Artwork, and supplied materials.

12. USE OF NAMES

The Second Part grants the First Part and its Third Party Assignees the right to use the artist’s name, likeness, company information, and biographical material for promotional and advertising purposes during the Term throughout the Territory.

13. VERIFICATION

The First Part shall verify the authenticity of the master files/recordings and, upon satisfaction, commence distribution within a reasonable time.

14. INDEMNIFY

The Second Part shall be solely responsible for the payment of all royalty fees arising from copyrighted music and shall indemnify and hold harmless the First Part against any related claims.

15. ACT OF GOD

Neither party shall be held responsible for failure to perform any obligation under this Agreement due to an Act of God or any condition beyond the reasonable control of the affected party.

16. ARBITRATION

In the event of any dispute regarding the terms, construction, or performance of this Agreement, such dispute shall be settled by arbitration conducted by Abhirup Bhattacharjee, Advocate, Cooch Behar, in accordance with the Arbitration and Conciliation Act, 1996. The arbitration award shall be enforceable in a competent court in West Bengal. Arbitration costs shall be shared by both parties.

17. ATTORNEY’S FEES

In the event of a dispute, the prevailing party shall be entitled to recover reasonable attorney’s fees incurred in enforcing this Agreement.

18. COVENANT OF GOOD FAITH AND FAIR DEALING

Both parties agree to perform their obligations under this Agreement in good faith.

19. INDEPENDENT CONTRACTOR

In performing obligations under this Agreement, the Second Part shall act as an independent contractor.

20. SUE OR BE SUED

If either party fails to comply with the clauses of this Agreement or related sub-agreements, the aggrieved party may initiate civil or criminal legal proceedings as permitted by law.

Content: All content uploaded by the Second Part through “forevisiondigital.com”.

SCHEDULE

The Second Part has the right to choose the platforms during upload or via email.

CRBT Platforms

Bharti Airtel, Vodafone Idea (Vi), BSNL, JioTunes, and others.

Music Streaming Platforms

Wynk, Gaana, JioSaavn, Hungama (including Artist Aloud), and others.

Video Platforms

YouTube (YouTube Music & Content ID), MX Player, Amazon Prime Video, Hungama Play, and associated platforms.

Streaming Platforms

Apple Music/iTunes, Resso, Boomplay, Spotify, TikTok, Facebook/Instagram, Napster, Amazon Music, SoundCloud, Pandora, Deezer, Mixcloud, AWA, iHeartRadio, Jaxsta, Tidal, Triller, 7Digital, Shazam, KKBox, Kuack Media Group, iMusicaCorp, Touchtunes, Netease, Snapchat, and others.