I warrant, represent and affirm I am at least eighteen (18) years of age.

The rights granted hereunder shall include sale of permanent digital downloads, temporary digital downloads, interactive streaming (both tethered and non-tethered), non-interactive streaming (both promotional and fee based) and sale through so-called "disc-on-demand" services. Specific rights are more fully described on the attached fee schedule. YOU AND COMPANY AGREE THAT COMPANIES LICENSED TO PROVIDE YOUR MATERIALS HEREUNDER MUST BE APPROVED BY YOU.

By clicking the "I Agree" button, you ("you") irrevocably grant to Company, throughout the world and during the Term (as defined below), the non-exclusive right:

• (a) to sell, copy, distribute and otherwise exploit the "Recordings" (defined below) by all means and media (whether now known or existing in the future) through the any and all Internet consumer stores (e.g., "iTunes", "Rhapsody" and “Amazon”) now operational or hereafter available;
• (b) to collect all income deriving therefrom; and
• (c) use the name(s), photographs and likenesses, artwork images, biographical and other information provided by you or the artists whose performances are embodied on the Recordings in connection with the Recordings and Company's general business.

The "Recordings" subject to this Agreement are the sound recordings and audio/visual recordings that you submit to Company upon your acceptance of this Agreement as well as any other sound and/or audio/visual recordings that you choose to submit thereafter by giving Company notice and appropriate copies thereof. Company reserves the right to reject any materials (recordings, videos or artwork) that you submit, in its sole discretion. You agree to submit all Recordings and artwork, at your sole expense, in the format(s) required by the various consumer licensee's of Company. Technical descriptions of such format(s) will be provided to you upon request. You agree that Company and/or its suppliers will have the right to supplement existing artwork necessary to complete the packaging for Discs-On-Demand. Best efforts will be made to provide you with approval over such artwork, but in the event that you object to any such artwork your only remedy shall be to either (a) provide appropriate replacement artwork, or (b) request prospective discontinuation of delivery of your Materials in such manner. In no circumstances shall Company have any liability to you with respect to the quality, sufficiency or other aspect of the creation and delivery of such Discs-On-Demand.

• (a) Company will pay you one hundred percent (100%) of "Net Income" (as defined in paragraph 3(b) below). Net Income will be posted to your TuneCore account within 15 days after Company's receipt thereof. Once payment has been credited to your account, you will be able to withdraw all or any portion at your discretion. You will be responsible for any bank fees or other charges related to such withdrawals.
• (b) "Net Income" means Company's actual receipts from providers related to the sale of the Recording. Any objection relating to any accounting statement or any lawsuit arising therefrom must be made (and any lawsuit commenced) no later than one year after the date the statement is rendered, and you hereby waive any longer statute of limitations that may be permitted by law.
• (c) To the extent that you owe any amounts to Company as a consequence of this agreement, Company shall have the right to deduct all or a portion of such amounts from any Net Income otherwise then payable to you.
• (d) In the event that Company has, in its reasonable business judgment, reason to suspect that your account has been subjected to and/or involved in fraudulent activities, Company reserves the right to discontinue posting of Net Income to your account and 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 Company (including legal fees and costs) in connection therewith may, in addition to its other remedies, be deducted by Company from any monies otherwise payable to you hereunder. Certain of Company’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.
• (e) The Net Income in your TuneCore account may be held by the Company in an interest-bearing account. The Company may, in its sole discretion, retain all interest earned on the Net Income or pay to you all or a portion of such interest.
• (f) In connection with your decision to use the TuneCore streaming media player (Streaming Player), iPhone application or other “widgets” as a platform for users to stream your Recordings, you hereby waive any right to digital artist royalties, performance royalties or any other fees or royalties, statutory or otherwise, that TuneCore may be obligated to pay you or a third party in connection with such use of the Streaming Player. For the avoidance of doubt, to the extent that you utilize the Streaming Player on your own website or authorize its use on any other website on the Internet, you acknowledge and agree that TuneCore is not responsible to make any third party payments in connection with the Recordings and underlying musical compositions which you own and/or control.
• (g) In the event that Company is presented with a claim of breach of copyright, failure to comply with any third party license requirement or other breach of any of your warranties hereunder, and in its reasonable business judgement is compelled to engage an attorney to respond to such claim, Company shall - in its sole discretion - have the right to deduct from your account or charge your credit card up to $300 to offset the costs of associated legal fees.

You shall be solely responsible for securing and paying for digital phonorecord delivery (DPD), mechanical and any other licenses required from musical composition copyright owners (or their agents) in connection with Company's exploitation of rights hereunder, royalties due to artists, producers and other persons who performed in the making of the Recordings and all payments that may be required under collective bargaining agreements. Outside of the United States, Company customarily requires the digital music service providers (DMSP's) to secure and pay for music publishing licenses (and such license fees may or may not be deducted by the DMSP concerned from the proceeds payable to Company). If with respect to any DMSP outside of the United States Company is not able to do so, Company shall have the right, at its option, to either (i) decline to license such DMSP, or (ii) assume the responsibility to clear and pay for the music publishing licenses required in connection with such DMSP's sales, which license fees Company shall have the right to deduct from royalties payable to you hereunder. To the extent Company is required, or elects (in its sole discretion), to pay any of the foregoing amounts, such payments will be deducted from any royalties otherwise due to you in connection with paragraph 3 above.

To the extent that Company permits you to select certain tracks from your TuneCore catalog to distribute free to fans or distribute directly through your own website, you agree that you will be solely responsible for any of the above referenced third party payment obligations resulting from such deliveries.

You warrant and represent that you have the right and authority to enter into this agreement and to grant to Company all rights specified; all of the Recordings, including any sampled third party material embodied therein, artwork, metadata, videos and any other materials furnished by you to Company or relating to the Recordings are owned or controlled by you and shall not infringe on the copyrights or other rights of any person or entity; and that Company shall have the right to exploit same in all manner hereunder free from adverse claim and without any obligation to make any payment of any nature to any person or entity, other than the royalties due to you described in paragraph 3 above. You shall defend and indemnify Company and any of its affiliates (including any directors, members, officers, employees and other representatives) against any third party claims or expenses and losses resulting from breach, or a claim which if true would constitute a breach of the foregoing warranties, including reasonable attorneys' fees and litigation expenses. Company shall give you prompt notice of any claim and you shall defend Company at your expense with counsel approved by Company (which approval shall not be unreasonably withheld). If a claim is made Company shall have the right to withhold payment of any monies due hereunder in an amount reasonably related to the claim and potential expenses. Any settlement of any claim shall be subject to Company's prior written approval.

6. COMPANY FEES.
In consideration of the services rendered hereunder, you shall pay to Company the fees described on the attached Fee Schedule, which may be amended from time to time by Company without notice to you. All music and videos delivered by TuneCore.com require that you purchase an annual fee-based subscription. You are expressly agreeing that we are authorized to deduct your annual subscription fees, any applicable tax and other charges you may incur in connection with your use of the TuneCore service directly from your TuneCore account (your share of Net Profits) or charge such fees to any alternate Payment Method (such as a valid PayPal account, credit card or debit card) you provided. You are solely responsible for all charges, fees, duties, taxes, and assessments arising out of any use of Your TuneCore account by you or anyone else using your account. If you notify TuneCore in writing that you are canceling your annual subscription for one or more of your albums or videos, no further annual fees will be charged to your TuneCore account or alternate Payment Method for those albums or videos. All cancelled albums and videos will be removed from the applicable digital Internet consumer stores (e.g., "iTunes" and "Rhapsody"). You will not be entitled to reimbursement of any applicable pre-paid fees with respect to any cancelled albums or videos. It is your responsibility to notify TuneCore if your Payment Method has changed by making the appropriate changes to your TuneCore account settings. If you do not provide a valid Payment Method your service may be disconnected or interrupted.

7. TERM.
The Term of this agreement shall be for a period of six (6) months commencing on the date hereof. Unless you notify Company via written notice of your desire to terminate the Term thereafter, the Term shall automatically be renewed on a month-to-month basis thereafter. In the event of any such notice of termination, Company shall have ten (10) business days to notify all digital internet consumer stores to pull your Recordings off of their sites and applicable services.

8. CONFIDENTIALITY.
The parties acknowledge and agree that in the course of negotiating and transacting business under this agreement each party may become aware of certain otherwise confidential information related to the other's business and business practices. Except to the extent that such information is otherwise generally available to third parties or is required to be divulged by operation of law, the parties agree to keep such information confidential. Notwithstanding the foregoing, you agree that Company will have the right to provide information relative to the sales of your Recordings hereunder to third parties, to aggregate such information in charts and other comparative informational materials, and to disseminate same in any manner. You further agree that Company may, in its sole discretion, supply information about you and your TuneCore account to any third party that Company believes has a legitimate claim or concern related to possible copyright or trademark infringement in connection with any materials uploaded by you hereunder.

9. OTHER AGREEMENTS.
You acknowledge that in providing the services and payments hereunder, Company will be required to enter into certain sublicensing agreements with various consumer outlets. You agree that the terms of this agreement shall be subject to any applicable terms and conditions of the agreements Company enters into with respect to such sublicensees. You expressly acknowledge that certain of such sublicenses may, with respect to motion pictures, require that your materials be made available on their stores at certain times and in certains formats relative to the availability of such materials elsewhere in the marketplace. To the extent that such requirements are not met, the individual sublicensees may have the right to discontinue the availability of said materials in their store(s). Company will, upon your written request, provide you with the current specifics of such requirements.

10. BAR CODES AND UNIVERSAL PRODUCT CODES.
Company provides free bar codes and UPCs to all of its customers. These are for the use of the customer only and may not be transferred or resold. If transferred or resold, Company charges $25.00 per bar code or UPC plus any revenue made from the transfer or resale. Company may deduct such charges from any fees owed to customer.

• (a) Company cannot guarantee exploitation of the Recordings, which will depend on consumer preference. Company may assign its rights under this agreement in whole or in part. You shall notify Company if you assign this agreement. This agreement does not create a partnership or joint venture. This agreement constitutes the entire agreement between you and Company pertaining to its subject matter and may not be changed, waived, discharged or terminated except by an instrument in writing signed by you and Company. This agreement supersedes and replaces any prior or contemporaneous written or oral agreements or understandings between the parties. There are no representations or warranties, express or implied, statutory or otherwise other than as set forth in this Agreement. Except as specifically set forth in this agreement, Company shall have no obligations to you.
• (b) Neither party shall be deemed in breach of this agreement unless the other party has given the breaching party notice, and the breaching party has failed to cure such breach within 30 days after receipt of such notice. In no event shall any breach entitle either party to rescind the rights granted hereunder, but rather the aggrieved party shall only be entitled to damages reasonably related to the breach concerned and no penalty shall be awarded to either party.
• (c) This agreement shall be governed by the laws of the State of New York which apply to agreements entered into and wholly performed in the State of New York and the parties hereby grant to the U.S. District Court for the Southern District of New York, or the Supreme Court of the State of New York, New York County, exclusive jurisdiction to hear any disputes arising therefrom.
• (d) You acknowledge that you have read and understand Company's Privacy Policy as more fully described on Company's website, and by signing this agreement have accepted the terms and conditions therein, as same may be amended from time to time.
• (e) It is Customer's responsibility to deliver all necessary information, metadata, songs, graphic files or any other information or music in any required specifications. Customer acknowledges that Company will not be obligated to furnish its services hereunder until receipt of said materials.
• (f) Customer authorizes TuneCore to perform and make thirty (30) second clips of the Customer Content available by streaming or download ("Clips") to promote the band, artist and/or sale of applicable Recordings free of charge. Said thirty (30) second clips may be created by TuneCore or any third party affiliated with TuneCore by using any consecutive thirty (30) seconds of the applicable Customer Content.
• (g) Company reserves the right not to provide its services to any customer for any or no reason.
• (h) Notwithstanding the foregoing, you acknowledge that certain employees of Company and UMG will have access to sales and other exploitation information provided by third parties in connection with the activity of your Recordings under this agreement.

12. FEE SCHEDULE.
Retail Pricing as of July 21, 2010:

• All fees must be paid prior to company delivery of any material to third parties.

• $12.99 per Single (1 song) per year.
• Includes delivery to any digital Internet consumer store selected at time of purchase.
• $1.98 for each additional store added or selected after initial purchase.

• $12.99 per Ringtone per year.
• Includes delivery to any digital Internet consumer store selected at time of purchase.
• $1.98 for each additional store added or selected after initial purchase.

• $59.99 per Album (2 songs or more) for the first year.
• Includes delivery to any digital Internet consumer store selected at time of purchase.
• $1.98 for each additional store added or selected after initial purchase.
• $19.98 per album per each additional year.

• In the event customer would like their content removed prior to six months from when it first became available in the digital Internet consumer store(s), $20.00 (twenty dollars) early termination fee per request per album.

• If bar codes or UPCs are transferred or resold, $25.00 per bar code or UPC plus any revenue made from the transfer or resale.

• If customer's music video does not meet the technical or editorial specifications of iTunes, you must pay the same applicable flat rate charge as listed above before sending in a new version of the master.
• In the event customer is unable to correct the errors or quality issues in order to have their music video delivered to iTunes, there is no refund on previous Music Video Fee payments.
• In the event customer would like their music video removed prior to six months from when it first became available in the digital Internet consumer store(s), a $20.00 (twenty dollars) early termination fee per request per music video applies.

• If customer's feature film does not meet the technical or editorial specifications of iTunes, customer must pay the applicable Resubmission Rate below to submit a new version of the master.
• In the event customer is unable to correct the errors or quality issues in order to have their feature film delivered to iTunes, there is no refund on previous Film Distribution Fee payments.
• In the event customer would like their feature film removed prior to six months from when it first became available in the digital Internet consumer store(s), a $20.00 (twenty dollars) early termination fee per request per feature film applies.