Effective date: December 1, 2022 PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING 'I ACCEPT' YOU AGREE TO THESE TERMS OF SERVICE. These Terms of Service constitute an agreement between Distrotrax (us) and the account holder (you) at the time of account creation and verification. If you are entering into this agreement on behalf of a group, a company or any other entity, by agreeing to these terms, you represent and warrant to us that you are duly authorized to do so on their behalf and bind them to this agreement (in which case, the term You includes all such persons and entities). You warrant that, if you enter into the agreement on your own behalf: who is at least 18 years of age; or if "you" are under the age of 18, you have the permission and approval of your parents or guardians to enter into this agreement, and that you or your parents or guardians have obtained appropriate business and legal advice regarding your rights and obligations under this agreement. 1. Account Creation To use the Service, you must contract any plan from this site so that Distrotrax completes the "Create your account" process with the data from the form that you must fill in to be able to make the payment. All information you provide during the "Create Your Account" process must be accurate, complete and up-to-date, and you must update your information immediately as necessary to ensure that it remains accurate, complete and up-to-date. In the process of "Creating your account" you will choose your username (you can use your email address) and password. You are responsible for maintaining the confidentiality and security of your username and password and you must not, subject to clause 1.4, share these details with anyone else.. When "You" refers to a group or a company or other entity, You may share Your username and password with other members of the group or with authorized representatives of the company or other entity, as applicable. We will assume that all activity with your account that is carried out using your username and password is carried out by you and you will be responsible for such activity. You must notify us immediately if you believe that your account may be subject to unauthorized access or use. We may refuse to allow anyone to create an account or we may cancel or suspend any existing Account for any reason. 2. Publication and publication of works of art You may upload a Release and Artwork of the Release to the Service in the formats specified on the Website from time to time. Before uploading any Release or Release Work, you must ensure that you have obtained all necessary licenses, permissions, approvals and consents (including moral rights consents and waivers) to allow us to exercise all the rights granted to us for the purposes contemplated by this agreement from anyone who: has or may have any right, title or interest in the Release or the Release Design, including all owners or licensees of any Intellectual Property Rights or other rights in the Release or the Release Design; is an interpreter at the launch; or reference is made to, or whose image, voice or likeness appears on, or who can otherwise be identified from, the Launch or the Launch Illustration or on the information contained in the Launch or the launch Illustration. 3. Quote Designates us and our service partners (including our licensors) as your non-exclusive agent for: distribute Your Artwork Releases and Publications to Digital Services that will make Your Artwork Releases and Publications available to their End Users for streaming or downloading by such End Users; and collect all the income derived from that distribution. 4. License You grant us an irrevocable, non-exclusive, sublicensable, worldwide license: to reproduce and distribute Your Artwork Releases and Publications to Digital Services that will make Your Artwork Releases and Publications available to their End Users for streaming or downloading by such End Users; and to reproduce, publicize and publicize the names, photographs and likenesses of writers, producers, creators, artists or other persons associated with Your Releases as provided by You. 5. Restrictions Should not, and should not allow any person to: access or use the Service or the Website for any purpose other than as permitted by this agreement; decompile, disassemble or reverse engineer the Service or the Website, or determine or attempt to determine any source code, algorithm, method or technique used or incorporated into the Service or the Website; copy any feature, function, graphic or interface of the Service or the Website; use the Service or the Website in a way that causes or may cause damage to them or to Our reputation or brand, or the reputation or brand of any of our service partners (including our licensors); interfere with another person's use of the Service or the Website, or attempt to access content uploaded by other users of the Service or the Website that is unavailable to You; or accessing or using the Service or the Website for any illegal purpose or in breach of any applicable law. 6. Loading fee, commission and payment You agree that we are entitled to, and you must pay, the Upload Fee and Commission for allowing you to use the Service. You authorize Us and Our service partners (including our licensors) to: collect all Revenue derived from the distribution of Your Releases as contemplated by this Agreement; and deduct our Commission from that Income and distribute the Net Income to you (provided that the minimum balance exceeds AU$10). You acknowledge and agree that Revenue may be derived from the distribution of Your Releases as contemplated by this agreement after the termination of this agreement. Accordingly, despite the termination of this agreement for any reason, the authority granted by You under clause 2 will survive until there is no more Income derived from the distribution of Your Releases as contemplated by this agreement. We reserve the right to discontinue the payment of Net Receipts to You if we have reason to suspect that a Release has been the subject of fraudulent, abnormal or infringing streaming or downloading activities (Fraudulent Activities). You agree to forfeit all Net Receipt proceeds if We reasonably believe that they are the result of Fraudulent Activities. 7. GST [FOR AUSTRALIAN ARTISTS ONLY] All the amounts we are obliged to pay you under this agreement do not include GST. The GST is payable to you only if you have a GST registered with an ABN. 8. Guarantees Each party warrants that it has the authority to enter into and perform its obligations under this agreement. You represent and warrant to us that: You own all Intellectual Property Rights in and to each Release and Release Artwork or have the right to upload each Release and Release Artwork to the Service and grant the rights and licenses in clauses 3 and 4; the uploading of each Release and Release Artwork to the Service, the reproduction and distribution of each Release and Release Artwork, and the exercise by Us and Our service partners (including our licensors) of the rights granted by You under this agreement, will not infringe the Intellectual Property Rights or other rights of any person; before uploading each Artwork Post and Publication to the Service, you have obtained all necessary licenses, permissions, approvals and consents for the purposes of this agreement, including performers; protection consents, moral rights disclaimers and consents; You have not entered into any agreement, arrangement or understanding with any person, or granted any rights or licenses to any person, that conflicts with the rights and licenses granted to us under this agreement; no Pitch or Artwork from the Pitch contains anything that is defamatory, obscene, offensive, abusive, pornographic, threatening or racist, that promotes any illegal act or that violates any law; and all information provided to Us in relation to the subject of this agreement is true, correct and not misleading. 9. Liability You indemnify Us and Our service partners (including Our licensors) (Indemnitees) from and against any damages, losses (including reasonable legal costs and expenses) or liabilities suffered or incurred by any Indemnitee arising out of or in connection with: any breach of this agreement by you; any of the warranties given by you in this agreement are incorrect, misleading or inaccurate; or any claim that the reproduction or distribution of a Release or the Illustration of the Release by an Indemnitee as contemplated by this agreement infringes the rights, including Intellectual Property Rights, of any person (Third Party Claim).  We will notify you as soon as possible, and in any case within 1 month, of any Third-party Claims made against Us or any other of the Indemnitees. Without prejudice to any other rights we may have with respect to a third party Claim, we may notify you: terminate this agreement; suspend the payment of the Net Receipts until the third-party Claim is resolved.  To the extent permitted by law, neither we nor our service partners (including our licensors) are liable to you for any infringement of your intellectual property rights in the releases or release artwork by anyone, including any digital service or any end user. If We provide goods or services to you as a consumer, Our liability to You for any breach of a consumer warranty under the ACL with respect to those goods or services is limited to Our option to: in the case of goods, replacing or repairing the goods or supplying equivalent goods, or paying the cost of replacing or repairing the goods or acquiring equivalent goods; and in the case of services, replenish the services, or pay the cost of replenishing the services.  Subject to clause 9.4, to the extent permitted by law and whether in contract, tort (including negligence) or otherwise: neither We nor Our service partners (including our licensors) are liable to You for any lost profits, revenue or opportunities, or for any special, indirect or consequential loss or damage; and Our aggregate liability (and that of our service partners (including our licensors)) to You is limited to the Commission received by Us in the calendar year in which the liability arose.  Our liability for any loss or damage arising from this agreement is proportionately reduced to the extent that an act or omission (deliberate or negligent) by you, or by any other person acting on your behalf, contributed to the loss or damage incurred. 10. Intellectual Property Subject to your compliance with this agreement, we grant you the right to use the Service and the Website for the purposes contemplated by this agreement. You acknowledge and agree that all content on the Service and the Website is protected by copyright, trademark, patent and/or other proprietary rights and laws, and is owned by Us or has been authorized for use by Us. You will not challenge, or assist any other person to challenge, during the term of this agreement or at any time thereafter, in any legal proceeding or otherwise, Our rights, or those of our licensors, to Intellectual Property Rights in the Service or the Website. You may not copy, reproduce, modify, republish, upload, post, transmit or distribute any part of the Service or the Website in any form or by any means. We respect the intellectual property of others and ask you to do the same. If you suspect or become aware of any unauthorised use of part or all of the Service or the Website, you will inform us of the full details of such unauthorised use as soon as reasonably practical. We can take any action we deem appropriate. 11. Privacy By registering to use the Service and continuing to use it, you agree that we may use, disclose and handle your personal information in accordance with our privacy policy (as amended from time to time). Our privacy policy is considered to be part of this agreement. When you provide other people's personal information, you guarantee that you have: notified all persons to whom the Personal Information relates that you will provide us with their Personal Information for the purposes of this agreement; and have obtained all necessary consents to provide that personal information to us for the purposes of this agreement. We will provide some of your personal information to our service partners in order to exercise our rights and fulfill our obligations under this agreement. Our partners will handle your personal information in accordance with the privacy policy available on the website at {Privacy Policy} We will comply with the Privacy Act 1988 (Cth) and any other privacy laws or requirements by which we are bound. 12. Term and termination This agreement will begin with the creation and verification of Your Account and will continue: until You or We terminate it by giving the other 30 days; realize; or unless terminated by you or us in accordance with this agreement. Without prejudice to any other right a party may have to terminate this agreement, a party (Terminating Party) may, by notice to the other party, terminate this agreement immediately if: the other party is in breach of this agreement and fails to remedy that breach within 1 week after the terminating Party's notice specifying the breach and requesting the other party to remedy it; or an Insolvency Event occurs with respect to the other party. Without prejudice to any other rights we may have to terminate this agreement, we may, by notice to you, terminate this agreement immediately if: Is in breach of its obligations under clause 2.2 or clause 5.1; We, acting reasonably, have reason to suspect that you have been subject to or involved in fraudulent activities; or a warranty given by You under clause 8.2 is false, misleading or inaccurate. The termination of this agreement is without prejudice to the rights that have accrued to one of the parties before the date of termination. Within 30 days of termination of this agreement, we will request that the Digital Services remove Your Artwork Releases and Publishing from their services. The following clauses survive the termination or expiration of this agreement: 1(b), 5.1, 6.3, 9, 10.2, 10.3, 12.4, 12.5, 12.6, 13 and 14, together with any other clause that expressly or by its nature is intended to survive the termination or expiration of this agreement. 13. General terms and conditions We will not be liable for any delay or breach of any obligation under this agreement where such delay or breach is the result of any cause beyond our reasonable control. You understand that we use third-party vendors, service providers and hosting partners to provide the hardware, software, networking, storage and related technology necessary to run the Service and the Website. Any failure by us to enforce or exercise a right provided for in these Terms is not a waiver of that right. In the event that any terms of service are determined to be invalid or unenforceable, the remaining terms will continue to apply. These terms of service, together with our privacy policy, constitute the entire agreement between you and us and supersede any and all prior agreements, written or oral, between you and us. We may send notices under this Agreement to Your contacts listed in the Account. You may send us notices under this agreement to contact@distrotrax.com . Notices sent by e-mail will be considered received at the time they are sent, unless the sender receives an automatic notification that the e-mail was not delivered. We may modify this Agreement from time to time by posting a modified version on the Website and sending you notice of such modifications. Such modifications will be deemed accepted and will become effective 30 days after such notification (Modification Date), unless You terminate this agreement by notifying us at any time prior to the Modification Date. Your continued use of the Service after the Modification Date will confirm Your consent to such modification. We enter into this agreement on Our own behalf and have the benefit of this agreement as a trustee of the Indemnitees; and the provisions of this agreement may be executed by Us on behalf of and for the benefit of the Indemnitees. You may not assign or renew this agreement or any of your rights or obligations hereunder without our express prior written consent. We may assign or renew this agreement or any of our rights or obligations hereunder without your prior express written consent. Any dispute arising in connection with this agreement that cannot be resolved by negotiation between the parties or their representatives must be submitted to mediation in accordance with, and subject to, the then-current Mediation Rules adopted by the Resolution Institute (or any body replacing it). A party may not initiate proceedings regarding the dispute unless the dispute is not resolved by mediation within 1 month of submission to mediation, or at any other time the parties agree. This clause 11 does not apply if either party initiates a court proceeding for urgent interlocutory measures. 14. Definitions and interpretation Where it starts with a capital letter: Account means the account opened by order of You through Our account creation webpage or a similar webpage on the Website in accordance with clause 1 which, once opened and verified, will allow you to use the Service. Commission means, with respect to the Income received by Us, that percentage of the Income, as specified from time to time on the Website, deducted by Us to enable you to use the Service. Digital Services means the digital music download and streaming services and stores within our network that make your Releases available to their End Users, as selected by you when you upload a Release to the Service. End user means, with respect to a Release, any person who accesses a Release from a Digital Service in an online format for his or her own use. Fraudulent Activities has the meaning given to such term in clause 6.4. Revenue means all revenue derived from the distribution of Your Releases as contemplated by this Agreement (excluding any GST or other taxes). Indemnified has the meaning given to such term in clause 9.1. Insolvency event means that a party: becomes subject to any form of insolvency or bankruptcy administration; ceases, or threatens to cease, the conduct of business in a normal; enters into a scheme, composition or arrangement with any of its creditors; or is (or declares to be) insolvent (as defined in the Companies Act 2001 (Cth)), or something having an effect substantially similar to any of the things described in paragraphs (a) through (d) happens in relation to that party under the law of any jurisdiction. Intellectual property rights means all patents, patent applications, trademarks, designs, copyrights, know-how, trade secrets and all other intellectual property rights, whether or not they exist and whether or not they are registered or registrable, and includes any rights to apply for the registration of such rights and all renewals and extensions. Net Receipts means the balance of all Income received by Us after deduction of any: The Commission; and expenses, bank transfer and similar fees, currency conversion costs and charges, transaction taxes and other deductions. Privacy Policy means Our Privacy Policy, available at https://www.distrotrax.com /, and its periodic modifications. Release means any musical sound recording (and the underlying musical and literary works incorporated into the sound recording) successfully uploaded to the Service by You. Publishing Artwork means the artwork for a publication (and the underlying artistic works, literary works, cinematographic films and photographs) uploaded by you to the Service. Service means Our digital music distribution service for the distribution of musical sound recordings that has the features described on the Website, as we vary them from time to time. Upload Fee means the fee as specified from time to time on the website that is paid to us when you upload a release to the service. Website means Our website at https://www.distrotrax.com/ Unless the context requires otherwise: the singular includes the plural and vice versa; if a word is defined, another part of speech has a corresponding meaning; a reference to: a person includes a company, trust, partnership, joint venture, association, corporate entity or government agency; and any document or agreement includes that document or agreement as amended, novated or replaced from time to time.