This Agreement is an invariable element of the Streamugo membership.

This AGREEMENT (hereinafter referred to as the “Agreement”) is madebetween you, the Rights Holder, acting on your own behalf or as the legalrepresentative for a band, group, company, corporation or label(hereinafter referred to as the “Rights Holder”) and Streamugo BV(alsodoing business as streamugo.com), located at Astronaut 22-5, 3824MJAmersfoort, The Netherlands (hereinafter referred to as the “Distributor”).

Distributor is an Internet Music Distribution Company that facilitates theoffering of sound recordings to other Third Party Distributors and DigitalMusic Retailers (hereinafter referred to as the “Third Party Assignees”) forthe purpose of selling music downloads to consumers over the Internet.The Rights Holder hereby certifies that it owns or has the right to distribute,publish, sell, copy, transfer, convert, encode, integrate, digitally modify anddeliver over the Internet the master sound recordings designated andattached as “Licensed Recordings.” The Rights Holder hereby certifies that it owns or has the right to distribute, sell, publish, copy, transfer, convert,encode, integrate, digitally modify and deliver over the Internet anyartwork, writings, or pictorials supplied by Rights Holder to the Distributorand/or Distributor’s Third Party Assignees for the purpose of promoting thesale of the sound recording.

WITNESSETH:

In consideration of the respective covenants contained herein, theparties hereto, intending to be legally bound hereby, agree as follows:

Grant of License.

1.1 – Licensed Recordings. Rights Holder hereby grants toDistributor and Distributor’s Third Party Assignees anonexclusive right and license during the Term of Grantthroughout the Territory to convert, digitize, encode, make,cause or otherwise produce Digital Audio Transmissions of theRights Holder’s designated Licensed Recordings. The term”Digital Audio Transmission” shall mean any digitalembodiment of a sound recording.

1.2 – Distribution of Music. Rights Holder hereby grants toDistributor and Distributor’s Third Party Assignees anonexclusive right and license during the Term of Grantthroughout the Territory to sell via downloading, sell viaburning, distribute, publish, copy, transfer, convert, encode,integrate, digitally modify and deliver over the Internet themaster sound recordings supplied by Rights Holder anddesignated as Licensed Recordings and embodied asDigital Audio Transmissions by the Distributor and/orDistributor’s Third Party Assignees.

1.3 – Release. Rights Holder hereby authorizes Distributor andDistributor’s Third Party Assignees to immediately release, sellvia downloading, sell via burning, publish, and/or deliver overthe Internet the Digital Audio Transmissions of the LicensedRecordings and any artwork, writings, or pictorials supplied byRights Holder to the Distributor for the purpose of promotingthe sale of Rights Holder’s sound recordings during the Term ofGrant throughout the Territory.

1.4 – Music Streams. Rights Holder hereby grants to Distributor and Distributor’s Third Party Assignees a nonexclusive right and license during the Term of Grant throughout the Territory toperform the Digital Audio Transmissions of the Rights Holder’sLicensed Recordings by means of streaming digital transmissions for the purpose of audio listening by subscription consumers or for the purpose of promoting the sale and distribution of the recording. Rights Holder shall receive noroyalty or payment of any kind for the performance of “musicclips” as such performance is for the purpose of promoting thesale of Rights Holder’s sound recordings.

1.5 – Portable Subscriptions. Rights Holder hereby grantsto Distributor and Distributor’s Third Party Assignees anonexclusive right and license during the Term of Grantthroughout the Territory to perform and deliver to portable subscription services the Digital Audio Transmissions of theRights Holder’s Licensed Recordings by means of streaming digital transmissions and downloading for the purpose of audio listening by portable subscription consumers.

1.6 – Distribution of Artwork. Rights Holder hereby grants toDistributor and Distributor’s Third Party Assignees anonexclusive right and license during the Term of Grantthroughout the Territory to distribute, display, publish, copy,transfer, convert, encode, integrate, digitally modify anddeliver over the Internet any artwork, writings, or pictorialssupplied by Rights Holder to Distributor and/or Distributor’sThird Party Assignees for the purpose of promoting the sale ofthe sound recordings.

1.7 – Text. Rights Holder hereby grants to Distributor andDistributor’s Third Party Assignees a nonexclusive right andlicense during the Term of Grant throughout the Territory todistribute, display, publish, copy, transfer, convert, encode,integrate, digitally modify and deliver over the Internet allwritings, text and statements provided by the Rights Holder tothe Distributor and/or Distributor’s Third Party Assignees forthe purpose of promoting the sale and distribution of the sound recordings.

1.8 – Reserved Rights. The Rights Holder reserves all rightsand license not expressly granted to Distributor andDistributor’s Third Party Assignees hereunder. Ownershipof the Licensed Recordings and Licensed Artwork shallremain with Rights Holder or its licensors.

Delivery.

Rights Holder shall deliver to Distributor by means of CD orDigital Audio Transmission (Uploading) the master versions of eachLicensed Recording hereunder; a reasonable number of items of therelated artwork for use by Distributor and Distributor’s Third PartyAssignees in connection with the marketing and promotion of the LicensedRecordings; and, a written schedule of the names and contact informationof the author(s), composer(s), and music publisher(s) of the songs embodied in the Licensed Recordings, together with any additional copyright information

known to Label relating to the Licensed Recordings, and a list of creditsthat Rights Holder is contractually required or otherwise reasonably desiresto provide in connection with the distribution, exploitation of the LicensedRecordings hereunder. Distributor shall have no right to modify the

Licensed Recordings, except that it may digitize and/or encode theLicensed Recordings in any format now known or hereafter devised for purposed of facilitating the exercise of the rights and licenses granted hereunder.

Rights Holder Obligations.

The Rights Holder shall obtain and pay forany necessary clearances and licenses in the Territory for all the RightsHolder’s sound recordings and artwork. The Rights Holder shall beresponsible for and pay any royalties and other income due to artists,authors, co-authors, copyright owners, co-copyright owners, producers,and other record royalty participants from sales or other uses of theLicensed

Recordings. The Rights Holder shall also be responsible all mechanicalroyalties payable to publishers and/or authors or co-authors ofcopyrighted musical compositions embodied in the Licensed Recordingfrom sales or other uses of the Licensed Recording. The Rights Holdershall also be responsible for all payments that may be required undercollective bargaining agreements applicable to the Rights Holder and anyother royalties, fees, and or monies payable by the Rights Holder withrespect to the Rights Holder’s Licensed Recordings, artwork, and other materials supplied by Rights Holder to Distributor and Distributor’s ThirdParty Assignees.

Likenesses and Names.

Rights Holder hereby grants to Distributorand Distributor’s Third Party Assignees the right to use and to allowothers to use the Rights Holder’s name, likeness of artist(s), group(s) orband(s), company information, and biographical material for the purposeof advertising and promoting the sale of the Licensed Recordings during the Term of Grant throughout the Territory.

Territory.

The Territory shall be the world.

Term of Grant.

The Term of Grant shall commence upon the datehereof and shall continue until the Rights Holder cancels in writing withStreamugo or for three (3) years whichever is shorter. In the event that theRights Holder designates fifteen (15) or less sound recordings as LicensedRecordings the Term of Grant shall be two (2) year. In the event that theRights Holder designates three (3) or less sound recordings as LicensedRecordings the Term of Grant shall be one (1) year. Distributor shall havesixty (60) days after notice of cancellation or expiration of the Term toremove all of the Rights Holder’s music content from the web sites of theDistributor and the Distributor’s Third Party Assignees.

Renewal Fee.

A Renewal Fee for granting successive Terms tothe Rights Holder shall be designated by Streamugo from time to time.

Royalties.

Distributor shall pay to the Right’s Holder ninety-five percent(95%) of any and all Net Revenues derived from the sale of the digital audio transmissions embodying the Licensed Recordings.

Additional Definitions.

For purposes hereof, the following termsshall have the respective meanings provided below:

9.1. The term “Artist” shall mean any recording artist whoseperformances are embodied in the Licensed Recordings.

9.2. The term “Licensed Artwork” shall mean any artwork, drawings, photographs, liner notes, or other graphical, textual or other graphical works relating to Artist or Label, developed or created by or for Label for use in connection with the distribution or promotion of the LicensedRecordings, and delivered to Distributor and Distributor’s Third Party Assignees hereunder.

9.3. The term “Name and/or Likeness” shall mean the name, voice,photograph, drawing, likeness, biographical material, any and all words,symbols, and logos which identify a person or group, and any and alltrademarks, service marks, trade names, or similar properties, of, relatingto or associated with a person or group, and any other exercise of the”right of publicity” of, relating to, or associated with a person or group.

9.4. The term “Controlled Compositions” shall mean any and all musicalworks embodied in the Licensed Recordings which are written orcomposed, in whole or in part, or owned or controlled, directly orindirectly, by Artist or Label, collectively or individually.

9.5. The term “Licensed Recording(s)” shall mean the Licensed Recordings, Licensed Artwork, Controlled Compositions, the Name and/or Likeness of Label or any Artists performing in the LicensedRecordings, Music Videos, CD, Album and any other materials licensedto Distributor and Distributor’s Third Party Assignees hereunder.

9.6. The term “Net Revenues” shall mean gross revenues less only thefollowing costs and fees incurred in connection with such deliveries,and only to the extent incurred:

(a) transaction processing fees, such as credit card transaction feesand other electronic commerce processing, patent royalties or otherfees, payable to or retained by unaffiliated third parties in connectionwith effecting a transaction or transmission, if any;

(b) sales tax, if any;

(c) returns and credits, including, but not limited to, those on account ofdefective merchandise, errors in billing, and errors in transmission, if any;

(d) mechanical royalties, if any;

(e) public performance fees, if any;

(f) shipping, if any;

(g) union, guild or other third party fees that may be required by contractor the Copyright Act, if any;

(h) Internet advertising and promotion costs, such as banner ads on otherweb sites to promote the sound recordings, if any, provided that costsshall not exceed 10% of gross revenues.

(i) Internet referral fees, such as fees payable to any third party who,through their web site, email or other means, refers to us a purchaser ofcopy or phonorecord of a Recording, if any, provided that such costsshall not exceed 15% of gross revenues.

Net Revenues shall not include, and no royalties shall be payable to Rights Holder on any Licensed Works reproduced, distributed, performed, displayed, broadcast, delivered or transmitted on a “free” or “no charge” basis.

9.7. The term “Digital Audio Transmission” shall mean anydigital embodiment of a sound recording.

Record Keeping and Report.

10.1. Distributor agrees to maintain and preserve accurate booksand records concerning all transactions relating to the reproductionand distribution of the Licensed Recordings for a period of two (2)years following the termination of this Agreement.

10.2. Distributor will compute the royalties to Rights Holder pursuant tothis Agreement within forty-five (45) days after the end of each calendar quarter (i.e., ending March 31, June 30, September 30, and December 31), and will deliver to Rights Holder a quarterly royalty statement for each such period together with the net amount of royalties, if any, computed in accordance with this Agreement, which shall be payable after deducting any and all un recouped charges hereunder.

Indemnification and Limitation of Liability.

The Rights Holder willindemnify and hold harmless the Distributor and Distributor’s Third PartyAssignees from and against any and all losses, liabilities, damages, costsor expenses (including reasonable attorney’s fees and costs) arising out ofa claim by a third party by reason of a breach of any warranty,representation, covenant or obligation of the Rights Holder under thisAgreement, or any claim that any Digital Audio Transmission, soundrecording, printed material, or artwork provided to the Distributor and/orDistributor’s Third Party Assignees by the Rights Holder use thereofviolates or infringes the rights of another party. The Rights Holder willreimburse the Distributor and/or Distributor’s Third Party Assignees for anyactual payments made in resolution of any liability or claim that is subjectto indemnification under this section.

Editorial Right.

Distributor reserves an unabridged right to refuse todistribute any and all of Rights Holder’s sound recordings for goodreason, bad reason, or no reason.

Entire Agreement.

This Agreement sets forth the entire agreementbetween the Distributor and the Rights Holder with respect to thesubject matters hereof. No Modification, amendment, waiver,termination or discharge of this contract or any other provision hereofshall be binding upon the Distributor and/or Distributor’s Third PartyAssignees unless confirmed by written statement signed by an officer ofthe Distributor. No waiver of any provision of this contract or of anydefault hereunder shall effect the Distributor’s rights thereafter toenforce such provisions or to exercise any right or remedy in the eventof any other default or breach. The Distributor reserves the right to unilaterally modify, amend, add, or delete provisions to this contract upon giving written notice to the Rights Holder. The Rights Holder will then have thirty (30) days to refuse to boundby the modification after which the provision will become a part of theagreement between Distributor and Rights Holder without any furtheraction required by either party.

Governing Law.

This Agreement shall be deemed to have beenmade in the Netherlands its validity, construction, and effect shall begoverned by the laws of the Netherlands.

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