Music Distribution Agreement

Dated as of July 25, 2016

Please read the following distribution agreement (the “Agreement”) carefully. This is a legal agreement between you and Verge Records International, Inc. dba “ONErpm” (“ONErpm”). This Agreement, as well as the terms of use (the “Terms of Use”) and the privacy policy (the “Privacy Policy”) (incorporated herein by reference and collectively referred to as the “Terms of Service”), govern your access to and use of the ONErpm website (the “Site”), including the use of any content, information, products, and/or services therein or otherwise provided by ONErpm.

You understand that by using the Services offered by ONErpm through the Site or with respect to your ONErpm account, you agree to be bound by this Agreement. If you do not accept this Agreement in its entirety, including the Terms of Service, you may not access or use the Services offered by ONErpm.

1. Services.

a. During the Term (as defined below), you (“Owner,” “you”) hereby grant to ONErpm the right to distribute, license, and sell certain master recordings submitted by Owner to ONErpm during the Term (such master recordings shall be individually and collectively referred to herein as the "Masters"), via the Internet in a variety of formats on the website www.onerpm.com (the “Site”) and via other third party Internet retailers and platforms ("Third Party Retailers") as well as license the use and exploitation of the Masters, including, without limitation, in connection with film, television productions, advertisements, and other audiovisual content (collectively, the "Services"). ONErpm shall be the exclusive distributor for Masters as it pertains to exploitation on each Third Party Retailer or specific Service that you opt into for each applicable Master. For the avoidance of doubt, you may exploit and license the Masters for services and retailers not provided by ONErpm for such Masters hereunder.

b. You can choose from two different Services packages for each album (comprising three or more Masters) or singles (one or two Masters) that you distribute through ONErpm: (i) the “Arena Package” or the “Premium Package,” as set forth on the Site (collectively, the “Plans”). Fees paid by you as part of your selected Plan are non-refundable. Once you choose your Plan for a particular album and/or single, you cannot change Plans, although you can add Third Party Retailers and Services to that Plan, if applicable and offered. If you choose the Arena Package and fail to make a future payment that becomes due, the applicable album and/or single will be automatically moved to the default Premium Plan and will not be removed from the Services until ONErpm receives notice from you, in accordance with the terms of this Agreement, terminating this Agreement with regard to such album and/or single.

c. Some ONErpm Services (e.g., YouTube channel administration) may be offered solely on an exclusive basis and may be subject to additional agreements setting forth the terms of those Services. Owner shall have the opportunity to “opt-in” to any such Services.

2. Term. - The term of this Agreement shall be one (1) year from the Effective Date and will automatically renew for additional one (1) year periods (the “Term”), until terminated in writing by either party ninety (90) days prior to the end of the then current period. Sections 7 and 8 of this Agreement will survive any termination of this Agreement.

3. Territory. - The territory of this Agreement will be agreed to by the parties on a per album basis (the “Territory”).

4. Grant of Rights.

a. Owner hereby grants to ONErpm the following irrevocable, sub-licenseable rights throughout the Territory and during the Term:

i. The right to digitally distribute, reproduce, sell, advertise, publicly perform, broadcast, and otherwise use and exploit the Masters throughout the Territory, in all forms of digital or electronically transmitted media now known or hereafter devised;

ii. The right to reproduce, transmit, distribute, license, and exploit the Masters via digital downloads and Internet transmission to consumers;

iii. The right to stream or broadcast the Masters, whole or in part, on a gratis basis for purposes of inducing users to download the Masters ("Preview Clips"). Owner agrees that to the extent that the Owner controls or administers rights in any underlying musical composition embodied in the Masters, no royalties or payments shall accrue or be payable with respect to any such gratis Preview Clip stream. For the avoidance of doubt, the Preview Clip may be made available on the Site or any Third Party Site in such a manner so as to allow consumers to listen to the Preview Clip but not download the Preview Clip;

iv. The right to use in the Territory the approved name, likeness, and biography of each artist whose performance is embodied in the Masters and the approved album artwork, lyrics and liner notes relating to the Masters in connection with the exploitation, sale, and distribution of the Masters hereunder and the advertising, publicizing or promotion of Masters in all configurations and by any and all media, provided that all materials provided by Owner to ONErpm shall be deemed approved for purposes hereof, Owner understands that credit may not be provided in connection with all uses of the Masters hereunder and, to the extent permitted by applicable law, unconditionally waives, on behalf of itself and all third parties having an ownership interest in the Masters, any and all moral rights Owner may have in respect of the Masters; and

v. If Owner opts in for licensing services, the right to license and cause others to license the use, exploitation, and performance of the Masters, and, to the extent owned or controlled by Owner, the underlying musical compositions embodied therein, including, without limitation, the synchronization of the Masters and such musical compositions in connection with motion pictures, television programs, advertisements, and video games, and to collect all income related to any exploitation of the Masters and such musical compositions (excluding public performance royalties) licensed by ONErpm.

b. ONErpm shall not edit, remix, resequence or otherwise alter any Master delivered by Owner to ONErpm in any manner, except as otherwise set forth herein.

c. All rights not specifically granted to ONErpm herein are expressly reserved for the Owner.

d. For the avoidance of any doubt and without limiting the rights granted by Owner to ONErpm herein, it is understood and agreed that ONErpm shall be authorized to directly engage in the digital distribution of the Masters including but not limited to the Site ("Direct Distribution") and make the Masters available for digital distribution through third parties including, by way of example only, "iTunes," and other Third Party Retailers approved by Owner. Notwithstanding anything to the contrary contained herein, ONErpm shall be the exclusive distributor for Masters as it pertains to exploitation on each Third Party Retailer or specific Service that you opt into for each applicable Master.

5. Income.

a. In consideration of the rights granted to ONErpm hereunder, and conditioned upon Owner's full and faithful performance of all the terms and conditions hereof, Owner shall be paid:

  1. For albums or singles distributed via the Arena Package:

A. One Hundred (100%) percent of Net Receipts (as defined below) resulting from the sale and exploitation of the Masters via all basic store offerings, as listed on the Site (including iTunes ringtones, and excluding, for the avoidance of doubt, YouTube, mobile stores, video stores, and premium stores); and

B. Seventy (70%) percent of Net Receipts (as defined below) resulting from the administration and exploitation of all rights to the Masters, underlying musical compositions, and other audio-visual materials of such albums and/or singles provided by Owner to ONErpm (including but limited to videos, text, and images) via YouTube (if applicable), premium stores, and mobile stores, as listed on the Site.

C. Fifty (50%) percent of Net Receipts (as defined below) resulting from the administration and exploitation of all rights to the Masters, underlying musical compositions, and other audio-visual materials of such albums and/or singles provided by Owner to ONErpm (including but limited to videos, text, and images) via video stores (including Vevo, but excluding YouTube), as listed on the Site.

  1. For albums or singles distributed via the Premium Package:

A. Eighty-Five (85%) percent of Net Receipts (as defined below) resulting from the sale and exploitation of the Masters via all so-called “Essential Stores,” as listed on the Site (including iTunes ringtones, and excluding, for the avoidance of doubt, YouTube, mobile stores, video stores, and premium stores); and

B. Seventy (70%) percent of Net Receipts (as defined below) resulting from the administration and exploitation of all rights to the Masters, underlying musical compositions, and other audio-visual materials of such albums and/or singles provided by Owner to ONErpm (including but limited to videos, text, and images) via YouTube (if applicable), premium stores, and mobile stores (excluding iTunes ringtones), as listed on the Site; and

C. Fifty (50%) percent of Net Receipts (as defined below) resulting from the administration and exploitation of all rights to the Masters, underlying musical compositions, and other audio-visual materials of such albums and/or singles provided by Owner to ONErpm (including but limited to videos, text, and images) via video stores (including Vevo, but excluding YouTube), as listed on the Site.

  1. For all Plans, in the event Owner opts-in to licensing services, Owner shall be paid fifty (50%) percent of license fees (e.g., synchronization fees) received by ONErpm directly in connection with and solely attributable to licenses of the Masters.

b. Net Receipts shall be understood to mean all monies actually received by ONErpm directly attributable to the sale, license or exploitation of the Masters hereunder ("Gross Receipts"), less any and all bona-fide costs and fees incurred in connection therewith, including but not limited to encoding fees, transaction processing fees, applicable sales taxes, public performance royalties, and union scale fees (where applicable).

c. Owner's Share of Net Receipts shall be inclusive of, and Owner shall be solely responsible for the payment of, all publishing, mechanical royalties and other payments due to all royalty participants associated with the Masters and the underlying musical compositions embodied therein.

6. Accounting.

a. ONErpm shall account to and pay Owner's share of Net Receipts on an approximately monthly basis. Such accounting shall include the Net Receipts received by ONErpm from exploitation of the Masters from all sources (including Direct and Third Party Distribution) specified herein and the amount due to the Owner. Payments will be made to Owner via Paypal. Owner may withdraw royalty payments at any time using their Paypal account and must have a Paypal account in order to withdraw royalty payments. Once Owner has initiated a withdrawal, it may take up to seven (7) business days for funds to appear in Owner’s Paypal account. All payments are made in original currencies where the sale occurred. Any fees charged by Paypal in connection with Owner’s receipt and/or withdrawal of funds shall be the sole responsibility of Owner. Any objection relating to any accounting statement, or any lawsuit arising therefrom, must be made (and any lawsuit commenced), no later than one (1) year after the date the statement is rendered, and Owner hereby waives any longer statute of limitations that may be permitted by law.

b. You agree that ONErpm may freeze and withhold any and all revenues in your account that are received in connection with Masters, content, or materials submitted by you that ONErpm believes, in its sole discretion, violate this Agreement or the Site Agreements, and that such revenues will be forfeited by you if ONErpm determines, in its good faith discretion, that they are the result of fraud and/or infringement. To the extent any fraudulent and/or infringing activities are determined to be caused by you or your affiliates’ actions or omissions, any costs incurred by ONErpm (including legal fees and expenses) in connection therewith may, in addition to other remedies, be deducted by ONErpm from any monies otherwise payable to you hereunder. Certain Third Party Retailers may also have policies related to fraud and suspected fraudulent activities and you agree that it is your responsibility to investigate such policies, if any, and that such policies shall be binding upon you hereunder.

7. Representations and Warranties; Indemnification.

a. You represents and warrants that: (i) you are over 13 years of age, of legal age to form a binding contract, and, if you are under 18 years of age, you have had a parent or guardian review this Agreement and give its consent for you to enter and be bound by this Agreement; (ii) you are, and can demonstrate to ONErpm’s full satisfaction that you are, the owner of the Masters including, for the avoidance of doubt, the underlying musical compositions embodied therein; (iii) you have the right to enter into this Agreement and to perform all of its obligations hereunder and grant the rights set forth herein; (iv) you shall not grant and have not granted to any third party any rights that are inconsistent with the rights granted to ONErpm hereunder; (v) you shall be solely responsible for the payment of any third party royalties or other payments that may become due as a result of ONErpm’s exercise of its rights hereunder, including, without limitation, to any performing rights organizations, co-writers, producers, performers, and third party royalty participants; and (v) no Masters (including, without limitation and for the avoidance of doubt, the underlying musical compositions embodied therein), artwork, metadata, audio-visual materials, or any other materials furnished by you to ONErpm shall infringe upon any other material, or violate or infringe upon any common law or statutory rights, including but not limited to copyright, trademark rights, and rights of privacy and publicity, of any person, firm, or corporation. You agree to be bound by the Site’s Terms of Use, Privacy Policy, and other related agreements located on the Site, as the same are amended or updated from time to time on the Site.

b. You agree to indemnify, defend, and hold ONErpm, its directors, officers, shareholders, agents, employees, licensees, Third Party Retailers, sub-distributors, and assigns, harmless from and against all third party claims and resulting damages, liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys’ fees and court costs, arising out of or connected with any breach or alleged breach by you of any warranty, representation or agreement made herein or pertaining to any act, error, or omission committed by you or any person or entity acting on your behalf or under such party’s direction or control. ONErpm shall have the right to withhold payment of any and all moneys due to Owner hereunder in reasonable amounts related to such claim or action pending the disposition thereof.

c. ONErpm shall have the unilateral right to remove from the Site, and/or cease exploitation and distribution of, any Masters, content, or materials that it deems to violate the Terms of Service or the terms and conditions of this Agreement.

d. ONERPM'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF MONEY PAID BY ONERPM TO OWNER IN THE ONE (1) YEAR PERIOD PRIOR TO THE BREACH OR ALLEGED BREACH BY ONERPM OF THIS AGREEMENT GIVING RISE TO SUCH LIABILITY.

8. Miscellaneous.

a. The parties agree and acknowledge that the relationship between the parties is that of independent contractors. This Agreement shall not be deemed to create a partnership or joint venture, and neither party is the other's agent, partner, employee, or representative.

b. This Agreement, together with the Term of Service, contains the entire understanding of the parties relating to the subject matter hereof and supersedes all previous agreements or arrangements between Owner and ONErpm pertaining to the Services, if any.

c. This Agreement will be binding on the assigns, heirs, executors, affiliates, agents, administrators, and successors of each of the parties. ONErpm will have the right to freely assign this Agreement at any time to any party. Owner acknowledges and agrees that neither this Agreement nor any right or interest hereunder may be assigned or transferred by Owner without the express, prior, written consent of ONErpm.

d. 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 ONErpm, or as properly updated, or, in the absence of a valid electronic email address, via any other method ONErpm may elect in its sole discretion, including, but not limited to, via posting on the Site.

e. If any provision of this Agreement or the application thereof shall for any reason be declared by a court of competent or arbitration proceeding under this Agreement to be invalid or unenforceable, such decision shall not have the effect of invalidating or voiding the remainder of this Agreement, it being the intent and agreement of the parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to render it valid, legal, and enforceable while preserving its intent or, if such modification is not possible, by substituting therefore another provision that is valid, legal, and enforceable so as to materially effectuate the parties’ intent.

f. As a condition precedent to any assertion by Owner that ONErpm is in default in performing any obligation contained herein or otherwise in breach of this Agreement, Owner shall give ONErpm detailed written notice of such default or breach, and ONErpm shall be allowed a period of thirty (30) days after receipt of such written notice within which to cure such alleged default or breach. No default or breach by ONErpm will be deemed to be uncurable. The failure of either party to act in the event of a breach of this Agreement by the other will not be deemed a waiver of such breach or a waiver of future breaches.

g. This Agreement shall be deemed to have been made in the State of New York, without regard to its conflict of laws provisions, and its validity, construction, performance and breach shall be governed by the laws of the State of the New York.

h. All actions or proceedings seeking the interpretation or enforcement of this Agreement shall be submitted for final binding arbitration under the commercial rules then pertaining of the American Arbitration Association in New York City. Any such action or proceeding shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim, controversy, action or proceeding of any other party. In the event of a claim or dispute, Owner’s sole remedy shall be limited to their remedy at law for damages, if any, and Owner shall not have the right to in any way enjoin or restrain ONErpm’s Site, Services or other activities.

Owner acknowledges that it has been advised to seek independent legal and business counsel with respect to this Agreement and that Owner has either sought and obtained such counsel or deliberately refrained from doing so.

BY CLICKING “I AGREE,” YOU AGREE TO ENTER INTO THIS DIGITAL DISTRIBUTION AGREEMENT WITH VERGE RECORDS INTERNATIONAL, INC. D/B/A “ONERPM” UNDER THE TERMS AND CONDITIONS SPECIFIED ABOVE. IF YOU DON’T AGREE WITH THE TERMS AND CONDITIONS OR DON’T WANT TO ENGAGE ONERPM TO DISTRIBUTE YOUR CONTENT, DO NOT CLICK “I AGREE.”