GaanBaksho Music Distribution Agreement
As of NOVEMBER 27th, 2020

This Distribution Agreement and Terms of Service (this “Agreement ”) is a binding legal agreement between you and Gaan Baksho™, a New South Wales Company (“Gaan Baksho Music” or “us”) regarding your use of our Gaan Baksho Music service to distribute your musical recordings to selected digital services and stores (our “Service”) and any other uses of your musical recordings and musical compositions by Gaan Baksho Music and its licensee as described herein. If you are entering into this Agreement on behalf of one or more other people, a group, or a company or other entity, then by accepting this Agreement you represent and warrant to us that you are duly authorised to do so on behalf of all such person(s)/entity(ies) and to bind them to this Agreement and that Gaan Baksho Music is fully entitled to rely on that fact (in which case, the term “you ” 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. Once you do so, this Agreement will automatically become effective (the “Effective Date ”).

GAAN BAKSHO MUSIC DOESN’T TAKE ANY COPYRIGHT OR OTHER INTEREST IN ANY OF YOUR MUSIC, ONLY A LIMITED LICENSE TO DISTRIBUTE.

PLEASE UNDERSTAND THAT YOU MUST OWN OR OTHERWISE HAVE THE LEGAL RIGHT TO REPRODUCE AND DISTRIBUTE 100% OF THE RECORDINGS, MUSICAL COMPOSITIONS, ARTWORK AND ANY OTHER MATERIAL THAT YOU INTEND TO UPLOAD AND DISTRIBUTE VIA THE GAAN BAKHSO MUSIC SERVICE, INCLUDING THE RIGHT TO MAKE AND DISTRIBUTE DIGITAL DOWNLOADS EMBODYING THE MUSICAL COMPOSITIONS THEREIN, AND ELECTRONIC TRANSMISSIONS OF SUCH MUSICAL COMPOSITIONS (INCLUDING, WITHOUT LIMITATION, VIA STREAMING SERVICES), AS NECESSARY.

FOR EXAMPLE, YOU CANNOT DELIVER TO US ANY REMIXES, OR RECORDINGS THAT INCLUDE SAMPLES UNLESS YOU HAVE ALL NECESSARY WRITTEN PERMISSION FROM THE SONGWRITERS AND FROM THE OWNERS OF THE APPLICABLE ORIGINAL RECORDINGS. WE OFFER A SERVICE TO HELP YOU OBTAIN LICENSES FOR RECORDINGS OF YOUR COVER VERSIONS, BUT YOU MUST OPT-IN TO AND REGISTER FOR THAT SERVICE IF YOU UPLOAD ANY COVER VERSIONS TO US. YOUR RECORDINGS OF COVER VERSIONS WILL NOT BE AVAILABLE IN ANY DIGITAL STORE UNTIL GAAN BAKSHO MUSIC RECEIVES NOTICE THAT THE APPROPRIATE LICENSES HAVE BEEN CLEARED.

1. THE GAANBAKHSO MUSIC SERVICE AND YOUR RECORDINGS
2. The Gaan Baksho Music Service enables you to upload to our servers digital files containing audio-only musical sound recordings and the underlying musical compositions embodied therein (“collectively, “Recordings ”) for distribution to your choice of digital stores, streaming services, and other digital services within our distribution network ( “Digital Stores”; which shall include UGC Services [as defined below]), who may make your Recordings available to their customers and end users (“Customers”). Such musical compositions are sometimes referred to herein individually as the “Compositions”).
3. Recordings must be musical sound recordings in single track, EP, or album configuration (however, please note that Digital Stores will make your Recordings available to Customers to purchase or stream as individual tracks ­ i.e., you cannot require that a Customer purchase or stream an entire album or EP as a single unit). We typically do not accept or distribute ringtones, videos, audio books, spoken-word records, digital booklets, or other types of content; however, if we choose to do so, as determined by us on a case-by-case basis in our discretion, the terms of this Agreement shall apply to such formats.
4. We can currently accept Recordings in WAV format up to 150 MB in size (or up to 24-bit / 96kHz). We and/or the Digital Stores may require different formats or file sizes from time to time during the Term, and Gaan Baksho Music reserves the right to convert audio files of the Recordings as necessary.
5. When uploading each Recording, you must provide us with all accompanying data that we or a Digital Store may require (e.g., artist name, album title, each track title, genre), plus any available cover art (in JPG format with RGB color or any other format that we or a Digital Store may require). For purposes of this Agreement, all such data, metadata, information, image files, artwork and any other materials you provide to us are included in the definition of “Recordings.” We may also require that you indicate if the Recording contains explicit content, in which case a Digital Store may tag it accordingly.
6. We will automatically generate unique identifying codes for each Recording and provide them to your chosen Digital Stores.
7. Once you have uploaded a Recording to our Site for distribution, you can delete it at any time during the Term. However, you can’t remove a single track that was included within an album ­ if you want to do that, you must delete the entire album and then re-upload the album with that song removed.
8. DIGITAL STORES
9. The rights granted by you to Gaan Baksho Music are non-exclusive. Be advised, however, that if you send your Recording(s) to the same Digital Stores via Gaan Baksho Music and a separate service, the double listing of your Recordings may cause complications and/or problems in those Digital Stores.
10. We undertake to provide your Recordings to Digital Stores as quickly as possible. However, it can take a few hours to a few days to several weeks for a Digital Store to integrate, process and make your Recordings available to Customers, depending on the particular Digital Store and the territory. Please be patient.
11. Each Digital Store will determine its pricing to its Customers, as well as format or media and other terms on which it offers recordings (including your Recordings) to its Customers, in its discretion and according to its business model. For example, in some cases your Recordings may be available for permanent digital download on a pay-per-unit basis, in others Customers may pay a monthly subscription fee to be able to stream or temporarily download your Recordings along with other recordings. By way of further example, Digital Stores may also offer your Recordings for free on a promotional basis, alone or together with other recordings, may include (or decline to include) your Recordings in marketing promotions, may create editorial content about your Recordings and the featured artists, may group Recordings by genre or other designation, may create and allow Customers and others to listen to free preview clips of your Recordings, all in their discretion. If you have a “Musician Plus” or “Label” account you can specify suggested retail pricing for certain stores. Note that these prices are just suggestions, and while stores usually adhere to custom pricing, ultimately stores can price however they like. We aren’t responsible for what Digital Stores do, and by opting into a particular Digital Store, you agree to accept and have your Recordings made available to its Customers in accordance with its pricing structure and other practices and policies from time to time, and in accordance with its agreement with Gaan Baksho Music.
12. We will distribute your Recordings to your selected Distribution Channels on a worldwide basis (you can’t specify only certain countries or territories for particular Recordings). The “Territory” of this Agreement is the universe, except where noted with respect to certain territories outside of the United States.
13. Digital Stores may choose not to carry one or more of your Recordings at all or in certain territories (or to remove Recordings at any time) per their policies and practices, so we can’t make any guarantees. We may also decline to distribute (or may remove from Digital Stores) one or more Recordings from any or all Digital Stores if we receive any legal claims regarding that Recording, if we reasonably believe that any legal claims or issues may arise, if a Recording may violate the terms and conditions of any Digital Store, or for any other reason in our business judgement. And if our agreement with any Digital Store expires or terminates, or if that Digital Store ceases to operate entirely or in a particular territory, then your Recordings will no longer be available through that Digital Store.
14. By opting into a Digital Store, you warrant to Gaan Baksho Music that you have read, understand, and agree to be bound by all of the terms and conditions of that Digital Store, and that you and your Recordings and other content will comply fully with those terms and conditions.
15. TERM

Gaan Baksho Music may terminate the Term for any reason, including but not limited to if we reasonably believe that you or any of your Recordings or other content has violated this Agreement or the terms and conditions of any Digital Store, that you or your Recordings infringe the intellectual property or other rights of any person or entity, if we are told by Digital Stores or reasonably believe that Digital Stores will not accept your content specifically or categorically, or that you are otherwise abusing our Service or any Digital Store or engaging in fraudulent or illegal activity. We may also terminate the Term if the credit or debit card that you provided to us expires, is cancelled, if our attempts to charge your Service fee are declined for any reason, or if we reasonably believe that charges were incurred fraudulently. So if the number, expiration date, billing address, or any other card or account information changes, please be sure to update your Gaan Baksho Music account promptly via the Site user dashboard. At our sole option, we may nevertheless elect to renew the Term and to deduct the applicable renewal fee from any and all sums payable to you hereunder. We may also terminate the Term if our Service is discontinued for any reason.

After the end of the Term, we will notify all applicable Digital Stores to remove your Recordings and will have no further obligation to you other than to account and pay for monies earned during the Term. Customers who downloaded or otherwise accessed your Recordings may be able to retain and continue listening to your Recordings even after the Term of this Agreement is over.

5. GRANT OF RIGHTS
6. In order for us to provide the Service and to distribute your Recordings (which, solely for purposes of clarity, and as a reminder to you, includes the Compositions) and related content to your selected Digital Stores via our Service and/or on Gaan Baksho Music’s sites/services or digital platforms, including, without limitation, HyperFollow (collectively, “Gaan Baksho Music Sites”), our lawyers and the Digital Stores need us to confirm that you grant us the non-exclusive, sub-licensable right and license during the Term and throughout the Territory to:
7. reproduce and distribute your Recordings, to Digital Stores for them to sell or sub-license to their Customers by any and all applicable digital (non-physical) formats, configurations, technologies and methods (including, without limitation, permanent downloads, temporary or “tethered” download, interactive and non-interactive streaming, “scan and match” services, and “cloud” services) to any and all capable devices (including, without limitation, to personal and tablet computers and smartphones), in each case as now or hereafter known;
8. create, reproduce, publicly perform and make available, and to authorise Digital Stores to reproduce, create and publicly perform and make available, free preview clips of your Recordings via streaming format either on Gaan Baksho Music Sites or via the Digital Stores;

iii. authorise third-party partners and/or licensees of Gaan Baksho Music, which offer services permitting the creation, use and exploitation of so-called “remixes” of your Recordings and so-called “user generated content” embodying your Recordings, including, without limitation, YouTube, Facebook and Instagram (collectively, the “UGC Services”). Without limiting the foregoing, you agree that Gaan Baksho Music shall have the right to grant UGC Services the following related rights: (1) to synchronize and authorize others to synchronise your Recordings (which again, solely for clarification, includes the Compositions), with visual images and/or combine excerpts of your Recordings with any series of still or moving images, either pre-capture, post-capture or as a live stream; (2) to use and include your Recordings and/or remixes of your Recordings in “Mix Content” which shall mean the combination of two (2) or more whole or partial audio-only tracks which may be harmonically, rhythmically or otherwise mixed, remixed, edited or mashed up; (3) to store, host, reformat, make on-demand streams of, make conditional (“limited” or “tethered”) downloads of, and display your Recordings as have been embodied in user videos, “art tracks,” audio-only tracks (including remixes), label videos and Mix Content, and to make your Recordings available on and through the UGC Services, including without limitation, in embedded YouTube video players; (4) to reproduce, distribute, and prepare derivative works (including synchronisation rights and remix rights) based upon your Recordings, to the extent necessary for the purpose of engaging in any of the foregoing activities, to collect all income from the foregoing activities, and to create reference files and fingerprints of the Recordings, and to store and use such files; (5) grant the UGC Services all necessary rights to (and to pass through such rights to users as applicable) include the Recordings, in Google’s so-called “AudioSwap Library” (or any successor product thereto which is owned or controlled by Google) and similar “libraries” of the UGC Services, which consist of master recordings any of which users may add to their user videos and/or Mix Content, as applicable; and (6) display album artwork in association with videos and audio-only tracks created in connection with the UGC Services. The UGC Services will also have the rights to (and to pass through such rights to labels and users as applicable): (AA) create so-called “art tracks” using your Recordings; (BB) create reference files and fingerprints of your Recordings; and (CC) use your Recordings in Facebook properties that include musical emojis/stickers, video re-mix, send-a-lyric, virtual reality experiences, singalong with lyrics. “UGC Services” shall include all mirror and derivative sites, including mobile, all replacements or successor versions thereof, and all international versions thereof, and any features thereof made available to paying or non-paying users through application programming interfaces (or “apps,” as such term is commonly understood in the technology industry), and any other product, device or service (including mobile devices), including embeds and playback pages, capable of accessing the videos and audio-only tracks made available on or through the UGC Services websites, even if accessed through a means other than such websites.

1. display and otherwise use your artist(s) and/or label name and logo (if you have one) and all artwork, song and album titles, all trademarks, service marks, logos and trade names, and all artist, songwriter, producer and mixer names and approved likenesses, each as embodied in metadata within the Recordings or otherwise provided by you (“Materials”), on Gaan Baksho Music Sites, on the Digital Stores’ sites and services, and in any marketing, advertising or promotional materials for our Service or for the Digital Stores. Without limiting the foregoing, the Digital Stores may (but shall have no obligation to) create editorial content regarding you and your Recordings and may classify or categorise the same for inclusion within one or more genres;
2. collect income from the Digital Stores from their exploitation of your Recordings (and to collect income after the Term from exploitation of your Recordings during the Term); and
3. notify Digital Stores and other third parties of our rights and relationship per this Agreement, and to include your name and logo (if you have one) in any listing of Gaan Baksho Music licensors.
4. You also grant to us and to your selected Digital Stores the right and license during the Term and throughout the Territory to take all steps desired or required to effect the foregoing rights and to distribute your Recordings and Materials as contemplated in this Agreement, including without limitation, to store, host, cache, reproduce, convert, edit, serve, transmit and publicly perform such Recordings, and as otherwise required pursuant to our agreements with those Digital Stores, as may be amended from time to time during the Term. You understand that Digital Stores may grant to Customers rights to use your Recordings beyond the Term of this Agreement, even perpetual rights. As noted above, Digital Stores and/or we may decline to distribute or otherwise exploit any Recordings or other Materials (or to remove any Recordings that have already been distributed or offered to Customers) in our reasonable business judgment. You will be deemed to have approved any artwork, photographs, biographical material or other information or materials that you provide to us.
5. Additionally, and in no way limiting any rights granted by you herein above, you hereby grant to Gaan Baksho Music a direct license to publicly perform your Recordings (which, solely for purposes of clarity, include the Compositions) on the Gaan Baksho Music Sites (including, without limitation, HyperFollow). In the event you are affiliated with a performing rights society, performing rights organization or other collection society (“PRO”) to which you have granted the non-exclusive right to administer the public performance rights in and to your Recordings and/or Compositions, you agree to notify each such PRO, in accordance with the requirements of your applicable PRO membership agreement(s), of your agreement to grant the direct public performance license pursuant to this paragraph and as otherwise provided in this Agreement.
6. YOUR RESPONSIBILITIES
7. You are solely responsible for and must have obtained all necessary rights, licenses, waivers, clearances and permissions, including without limitation all music publishing rights and licenses, throughout the Territory for all Recordings (including for purposes of clarity the Compositions) and other Materials in order to enable Gaan Baksho Music and your selected Digital Stores to fully exploit all their rights hereunder free of any claims, liens, encumbrances or other restrictions. Your uploading of Recordings and delivery of any other Materials shall be your unqualified warranty and representation to us that you have obtained any and all such rights required and necessary for Gaan Baksho Music and your selected Digital Stores to sell, distribute, publicly perform, promote, and otherwise exploit such Recordings and Materials as contemplated under this Agreement, including the waiver of all so-called “moral rights”, under the laws of any jurisdiction, on your behalf as well as on behalf of any and all contributors involved in any manner with the creation and delivery of your Recordings.
8. Without limiting anything in this Agreement, you are solely responsible for and shall timely pay (i) any and all royalties, including without limitation all mechanical royalties, and all other amounts due to artists, producers, mixers, engineers, licensors and any other royalty participants from the sales, license, performance and/or other exploitation of your Recordings and Materials, (ii) any and all royalties, including without limitation all mechanical royalties, that may be payable by you to the owners or administrators of copyrighted recordings (e.g., samples) and/or musical compositions embodied in your Recordings, (iii) all payments that may be required under union, guild or other collective bargaining agreements applicable to you or third parties, and (iv) any other royalties (including without limitation mechanical royalties), fees and/or sums payable with respect to the Recordings or Materials, including, without limitation, any royalties that may be required to be paid, pursuant to the applicable laws of any jurisdiction, as a result of authorized exploitations by Gaan Baksho Music or your selected Digital Stores of your Recordings (including, for purposes of clarity, the Compositions) for so-called performer’s rights, equitable remuneration rights or neighboring rights, however characterized under local law. If any portion of your Recordings are now or in the future administered in any territory(ies) by any PRO, you are obligated to notify such third party PRO(s) of this Agreement. You understand and acknowledge that Gaan Baksho Music will not be making any such payments on your behalf or otherwise. If you want Gaan Baksho Music to route a percentage of your earnings to another Gaan Baksho Music member, you may specify member(s) and percentages using Gaan Baksho Music’s “Teams” feature. WE DO NOT AND CANNOT PROVIDE YOU WITH LEGAL ADVICE REGARDING YOUR OBLIGATIONS TO THIRD PARTIES, SO PLEASE CONSULT A QUALIFIED LAWYER BEFORE ENTERING INTO THIS AGREEMENT AND UPLOADING ANY RECORDINGS TO OUR SERVICE.
9. PAYMENT & ACCOUNTING TERMS
10. In full consideration of the rights and licenses granted hereunder, we will post to your Gaan Baksho Music and Gaan Baksho account one hundred percent (100%) of any and all monies that we actually earn and receive in AUSTRALIAN Dollars in the U.S.A. from your selected Digital Stores which are directly attributable to their exploitation of your Recordings, after deducting (i) any applicable PayPal fees or other payment processing fees and (ii) if you have opted-into and registered for our separate mechanical licensing service for cover songs, we will also deduct the fee for that service and all applicable royalties paid to songwriters and publishers and (iii) if you have opted-into and registered for our separate Content ID service, such as YouTube Money service, which uses YouTube’s ContentID service and other methods to detect videos that contain your Recordings, we will deduct 20% from monies paid to us attributable to videos that exploit your Recordings that were detected using these methods. If Gaan Baksho Music receives a lump-sum payment from a digital store that is not attributable to any particular artist account(s) or specific Recordings from any particular artist account(s), Gaan Baksho Music will, in its sole discretion, determine if, and to what extent, any portion of such monies shall be payable hereunder. Without limiting the immediately preceding sentence, Gaan Baksho Music may determine to distribute such monies (i) on a pro-rata basis based on the number of artists with whom Gaan Baksho and Gaan Baksho Music has distribution agreements; (ii) in its discretion among artists based on an historical earnings and/or proxy formula determined solely by Gaan Baksho Music; or (iii) based upon the amount the Digital Store actually credits Gaan Baksho Music for your Recordings subsequent to the payment to Gaan Baksho Music. Once payment has been credited to your account, you will be able to withdraw monies from your account at your discretion. You will be responsible for any bank fees or other charges related to such withdrawals. Any sums that we receive in foreign currency will be converted to AUD. Dollars at either the same rate received by us, or current spot exchange rate at the time of transaction from store to Gaan Baksho Music, or from Gaan Baksho Music to you. For the avoidance of doubt, your payment is an “all-in” pay-through payment, from which you are solely responsible for paying and accounting to all applicable taxes, tariffs, licensors, songwriters, publishers, artists, producers, mixers and other third parties (unless you have opted into our optional mechanical licensing service or optional YouTube Money service, in which case mechanical royalty payments to songwriters and publishers, and YouTube Money fees, will be deducted prior to monies being credited to your account ). We cannot offer any legal, tax, accounting and other advice; please consult your own advisors regarding those matters.
11. You understand and acknowledge that Digital Stores may retain for themselves a portion of income that they receive from Customers and may deduct or withhold sums from the amount that they pay to Gaan Baksho Music. Sums retained or withheld by Digital Stores may include, without limitation, taxes and tariffs, administration fees, royalties or fees paid to third parties, wire transfer fees, and credit card processing fees and chargebacks. Gaan Baksho Music shall be entitled to rely on payments and accountings received from Digital Stores. Any objection relating to any accounting statement or any lawsuit arising therefrom must be made (and/or lawsuit commenced) no later than one (1) year after the date the statement is rendered, and you waive any longer statute of limitation that may be permitted by law. You shall have no right to inspect or audit our books and records, or those of Digital Stores.
12. Gaan Baksho Music makes payments via PayPal and various other methods and may deduct fees incurred by Gaan Baksho Music in remitting payment. Unless you use PayPal, you MUST BE APPROVED BY GAAN BAKSHO FOR ALL OTHER PAYMENT METHODS BEFORE RECEIVING PAYMENT FROM GAAN BAKSHO Music. IT IS YOUR RESPONSIBILITY TO MAKE SURE YOUR PAYMENT METHOD IS FUNCTIONAL. During the Term, we may change or add additional payment methods. Gaan Baksho also communicates with you via email so YOU ALSO MUST PROVIDE Gaan Baksho WITH AN ACTIVE EMAIL ACCOUNT TO RECEIVE IMPORTANT NOTICES FROM GAAN BAKSHO, and you are responsible for making sure the email account is active, able to receive emails from Gaan Baksho Music, and that your email address on file with Gaan Baksho Music is up-to-date.
13. After we receive a payment for you from a Digital Store, we will notify you via your Gaan Baksho Music account dashboard. You must then affirmatively accept and withdraw the payment from your Gaan Baksho Music account in order for us to transmit the royalties to you. We will also make available to you via your user dashboard a portion of accounting statements that we receive from your selected Digital Stores for the applicable period. We may redact those statements for any confidential information or information related to third parties. If your account is maintained on behalf of a group, company, partnership, or anything other than you alone, then you shall be responsible for paying anyone else. We will only make payments to the individual accountholder, or any paid accountholders you’ve specified in your Teams dashboard.
14. In Gaan Baksho Music’s sole discretion, and subject to your Recording(s) meeting certain streaming and/or sales metric qualifications as determined by Gaan Baksho Music, from time to time throughout the Term, Gaan Baksho Music may notify you of the option to receive an advance payment of royalties less a processing fee which shall be a specified percentage of each such advance payment (each, an “Accelerated Payment”), the amount of which, including such processing fee, shall be determined by Gaan Baksho Music in its sole discretion. In the event Gaan Baksho Music notifies you during the Term of the opportunity to receive an Accelerated Payment, Gaan Baksho Music will provide notice of the proposed Accelerated Payment amount (and the processing fee percentage), in each case. You shall have the option to accept or decline each such Accelerated Payment, and if accepted, Gaan Baksho Music will make such Accelerated Payment in accordance with your approved payment method. Each Accelerated Payment (less the processing fee) will be fully recoupable against any monies otherwise payable to you hereunder. If this Agreement is terminated for any reason prior to Gaan Baksho Music’s recoupment of any Accelerated Payment, Gaan Baksho Music will be entitled to keep your account active and collect any resulting monies received by Gaan Baksho Music until such Accelerated Payment is fully recouped by Gaan Baksho Music.
15. If required by applicable law, we may withhold payments to you, in whole or in part, pending receipt of your correctly completed Form W-9 (if you are a US resident for tax purposes), Form W-8 (if you are a non-US resident for tax purposes), updated [annually / at our request], or any other applicable tax-related forms evidencing that no withholding is required. If any information provided on such tax forms is incomplete, incorrect or misrepresented, we reserve the right to withhold sums due to you until all appropriate and correct information is submitted to and received by us that relieve withholding. We also reserve the right to withhold sums due to you if, based on appropriate and correct information that is timely submitted to and received by us, withholding is required under applicable law. You agree to indemnify us and you will be responsible for any costs, expenses and liabilities we may pay or incur as a result of any incorrect, inaccurate or misrepresented tax or financial information provided by you.
16. If we receive a claim or notice or otherwise reasonably suspect that any of your Recordings or Materials or your use of our Site or Service breaches any agreement, infringes any third party rights, violates this Agreement or any law, rule or regulation, that there is a dispute regarding the Recordings or Materials (including without limitation as to ownership or payment of monies), or that your activities involve misrepresentation, misconduct, deception, fraud, or other inappropriate conduct, then in addition to any other available rights and remedies, we may suspend or terminate the distribution of your Recordings and/or the Term of this Agreement and/or withhold payment of monies to you in an amount reasonably attributable in our discretion to such Recording(s), Material and activity until and unless any and all claims or other conduct are favorably resolved to our reasonable satisfaction, and we may deduct from your payments our related attorneys’ fees and legal costs in connection. You will forfeit any monies that are attributable to your fraud, infringement or other illegal activity.
17. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION
18. You represent and warrant to Gaan Baksho Music that: (i) you are at least 18 years of age and have the legal capacity, right and authority to enter into this Agreement; (ii) you own or are otherwise fully vested of the necessary copyrights and other rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions by Gaan Baksho Music, your selected Digital Stores, and our and their respective permitted successors and assigns shall not violate or infringe any applicable law, rule or regulation or the rights of any third party; (iii) you have secured all third-party grants of rights, consents, licenses and permissions necessary, including without limitation mechanical licenses from copyright owners or proprietors, to grant all rights and licenses and otherwise fully perform all obligations hereunder, and shall make all payments and otherwise comply with all of your obligations under this Agreement; (iv) your Recordings and Materials do not and will not, and the authorized use thereof by Gaan Baksho Music, Digital Stores and their Customers shall not, infringe any copyright, trademark or other intellectual property or other rights (including without limitation rights of publicity, privacy or moral rights), of any third party, or violate any applicable treaty, statute, law, order, rule or regulation; (v) the files containing the Recordings and Materials that you upload or otherwise provide to us do not and will not contain any bugs, viruses, trojan horses or other defects or harmful elements or digital rights management restrictions; (vi) there are no actual or threatened claims, litigation, administrative proceedings or other actions regarding any Recordings or Materials or otherwise adverse to full exploitation of all rights and licenses granted hereunder; (vii) all data, metadata, and information provided by you under or in connection with this Agreement is and will be true, accurate and complete, and you agree to update the same promptly as necessary during the Term; (viii) you will make, and Gaan Baksho Music will not be responsible for, any payments other than those specified in paragraph 7.a above in connection with the Recordings and Materials; (ix) you will use the Site and Service only in accordance with this Agreement and not for any fraudulent, infringing or inappropriate purposes; (x) any sale, assignment, transfer, mortgage or other grant of rights in or to your interest in any of the Recordings or Materials shall be subject to our rights hereunder and the terms and conditions hereof; (xi) there is no existing agreement, and you will not enter into any agreement or perform any act, which materially interferes or is inconsistent with the rights granted to us hereunder; (xii) you covenant and agree not make any claim or bring any legal action related to this Agreement, against any Digital Store or UGC Service so long as such entities are not in violation of the rights you have granted to Gaan Baksho Music hereunder; and (xiii) you have read and understand this Agreement and have had the opportunity to consult with independent legal counsel in connection with them.
19. You shall indemnify and hold harmless, and upon our request, defend, Gaan Baksho Music and our affiliates, sublicensees (including your selected Digital Stores and their Customers), successors and assigns, and the respective directors, officers, shareholders, members, managers, employees, agents and representatives of the foregoing, from and against any and all claims, suits, proceedings, disputes, controversies, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and costs) resulting from: (i) a breach or alleged breach of any of your warranties, representations, covenants or obligations under this Agreement; (ii) any claim that the Recordings, Materials, data or information provided or authorized by you or on your behalf hereunder or the use thereof by Gaan Baksho Music, a Digital Store, or an ID Service (if applicable) violates or infringes the rights of another party; or (iii) any other act or omission by you or any of your licensors, agents or representatives. You will promptly reimburse Gaan Baksho Music and any other indemnified parties on demand for any amounts subject to indemnification. We shall notify you of any such claim and shall control the defense thereof, though you may participate in such defense at your own expense. You may not settle any claim for which we may be liable without our prior written consent, which we will not withhold unreasonably. If any facts, claims, proceedings or other circumstances arise that would be subject to indemnification, then Gaan Baksho Music, in addition to any other right or remedy, shall have the right to withhold from any payments otherwise due to you an amount reasonably related thereto until the claim, proceeding or circumstance has been finally resolved, settled or fully adjudicated and the judgment satisfied, or that the statute of limitations on such claim has run, or when you have provided reasonable and adequate security for the claim. Gaan Baksho Music reserves the right to charge you (or deduct from monies payable to you) for any legal fees incurred by Gaan Baksho Music as a result of your violation of this Agreement.
20. NO WARRANTIES; LIMITATION OF LIABILITY
21. THE SITE AND SERVICE ARE OFFERED AND PROVIDED TO YOU AS-IS. GAAN BAKSHO MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION AS TO THE AMOUNT OF INCOME THAT MAY BE EARNED BY OR PAYABLE TO YOU HEREUNDER, OR AS TO THE CONDITION, QUALITY, CONTINUITY OF OPERATION, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF OUR SITE OR SERVICE. WE DO NOT GUARANTEE THAT ACCESS TO OR USE OF THE SITE OR SERVICE WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE OR SECURE. ANY AND ALL WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED. ADDITIONALLY, IN CONNECTION WITH GAAN BAKSHO AND GAAN BAKSHO MUSIC MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THAT ALL MUSIC SERVICES AND STREAMING SERVICES WILL CROSS-REFERENCE THEIR MUSIC LIBRARIES AND UPLOADS WITH THE DATA LOCK DATABASE OR THAT OF ANY ID SERVICE, OR THAT SO-CALLED “FINGERPRINT” TECHNOLOGY WILL IDENTIFY ALL UNAUTHORIZED UPLOADS OF CONTENT ON ANY SERVICE OR PLATFORM.
22. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER GAAN BAKSHO AND GAAN BAKSHO NOR ANY OF ITS AFFILIATES, EMPLOYEES, OWNERS, EMPLOYEES, REPRESENTATIVES OR AGENTS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOST SALES, LOSS OF DATA OR LOSS OF GOODWILL, FOR ANY ACTS OR OMISSIONS OF DIGITAL STORES OR THEIR CUSTOMERS, ID SERVICES, OR FOR YOUR USE OF OR ACCESS TO THE SITE OR SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL GAAN BAKSHO AND GAAN BAKSHOS’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE SUMS ACTUALLY DUE TO YOU IN ACCORDANCE WITH PARAGRAPH 7.a ABOVE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN GAAN BAKSHO MUSIC AND YOU.

FURTHER POLICIES FOR ARTIST / MUSIC LABEL(Digital Music Distribution Deal)

Agreement between Gaan Baksho™ whose address is 67A Thomas Wilkinson ave, Dural, NSW 2158, AUSTRALIA. (hereinafter referred to as “Distributor”) and Label / Artist in respect to the nonexclusive distribution of certain recordings as listed in Schedule 1 and the performances embodied therein (the “Recordings”), in accordance with the terms and conditions itemized below.
This Agreement is made on a non-exclusive basis. Artist shall have the right to work with any other third party distributors. However, Artist agrees to inform Distributor of any and all third party distribution of the Recordings delivered to Distributor. Distributor could see its relationship with Licensees hindered in the event Artist does not inform Distributor when releasing elsewhere Recordings previously delivered to Distributor.

1.Term
a.This Agreement shall last for 2 year(s) continuing automatically thereafter until Artist serves written notice to the Distributor terminating the Term of the Agreement giving no less than three (3) month written notice.
b.Distributor has the right to cancel the Agreement at anytime at its sole discretion by giving Artist a thirty (30) day written notice.
c.If Artist chooses to terminate this Agreement during the Term, Distributor shall have the right to remain active and to keep commercializing the Recordings and to retain any and all income due to Distributor until the end of period of six (6) months following a written notice of termination by Artist.
d.At conclusion of the Term, by expire or cancellation, Distributor shall authorize no additional Licensees to exploit the Recordings and shall promptly notify all Licensees to cease exploitation of the Recordings.

2.Territory: Worldwide.

Please note: Distributor’ ability to place recordings with certain retailers or sub-licenses might be affected if distribution rights are not granted on a worldwide basis by the Artist.

3.Grant of Rights: For the term of this Agreement, Artist hereby assigns, transfers and grants to Distributor all rights to distribute in the Territory without any limitation in and to the Recordings, all copies, and all performances embodied therein, including but not limited to:

a.The non-exclusive distribution of the Recordings, all duplicates, and all the performances, edited, excerpted, altered in any manner or by any means whatsoever for the term of this Agreement and to distribute and license the Recordings to retailers, service providers, aggregators and other users of any description (the “Licensees”) that sell, distribute, transmit, perform or otherwise exploit sound and/or audiovisual recordings by any and all means and media (whether now known or existing in the future) and to collect all income deriving there from.
b.The non-exclusive right in the Territory to distribute, advertise, sell and otherwise deal in records manufactured from the Recordings and digital copies of the Recording.
c.The non-exclusive right in Territory to use and publish and to permit others to use and publish the names, biography, logo, likenesses and photograph of all persons who performed in the Recordings, in connection with the sale of records and digital copies produced from the Recordings.
d.The right to act as negotiator in securing licensing of the Recordings in markets outside the Territory.
e.This Agreement shall extend to any and all future Recordings delivered to Distributor by Artist for the purpose of Distribution and in this respect Artist grants to Distributor the right of first refusal to distribute follow-up Recordings under the same terms as set forth in this Agreement.
f. Label/Artist guarantees that Label/Artist has the authority to provide distribution rights and that no other person, firm or corporation has any right, title or interest in or to the Recordings or any copy or duplicate. Additionally, Artist guarantees that Artist has not done or will do anything which is inconsistent with Distributor’s complete distribution of said Recordings and said performances.

4. Recordings
   The term “Recordings”, as used in this Agreement, shall mean all transcriptions, duplications, encoding or any other method used to duplicate the performance, now known or to be later utilized, including, but not limited to: compact discs, phonograph records, audio cassette tapes, digital audio tapes, DVD or any and all other digital formats that now exist or may come into being.
   b.Artist shall retain full ownership of the Recordings delivered to Distributor. Any and each Recording and any other materials delivered by Artist to Distributor hereunder shall not give rise to liability to third parties AND in this regard but without limitation Artist makes specific acknowledgment of the importance of respecting the copyright of others.
   c.In the event that Distributor receives complaints regarding the Recordings in relation to copyright infringement and/or samples not cleared, Label/Artist will be solely responsible for such claims and distribution will be suspended by Distributor until legal action solves any issue.
   d.If Distributor and/or Licensees discover that Recordings delivered by Artist are not fully owned by the Artist and/or the Recordings contain samples not cleared by the Artist, Distributor will have the option to immediately terminate this Agreement without the requirement of a written notice.
5. Distributor Obligations.
   Distributor shall:
   i.Solicit and service the Licensees;
   ii.secure the encoding of each Recording in format(s) required by the

Licensees;

iii.process the delivery of the Recordings to the Licensees, and
iv.collect amounts due from the Licensees.
c.Distributor does not guarantee placement of the Recordings with any retailer, market or Licensee and Distributor reserves the right to reject distribution of any Recording at its discretion.

6.Label/Artist Obligations: In connection with exploitation of the Recordings contemplated hereunder, Artist shall be solely responsible for:
a. obtaining all necessary mechanical licenses from the copyright owners of the compositions embodied on the Recordings and to pay mechanical license fees which may become due by the sale of Recordings;
b. obtaining all licenses and permissions and pay all royalties due to other artists, producers and other persons who performed in the making of the Recordings and any other royalty participants;
c. paying all royalties due to any party as a result of samples included in the Recordings.
d. paying all music publishing licenses and royalties including synchronization and digital mechanical licenses and royalties.

7. Distribution Fees
   In full consideration of all the terms and provisions to be performed by Distributor and for all the rights granted herein, Distributor agrees to pay Artist 80% of the Dealer Price (PPD) of each Recording sold and paid for in the Territory. No payment shall be due for Recordings returned or those Recordings that remain unsold and are returned by Distributor to Artist.
   b. Dealer Price (PPD – Published Price to Dealer) shall mean the price basis that Distributor use to sell each unit of the Recordings (digital copies of audiovisual content) to retailers and licensees.

8.Accounting
a.Distributor shall account to Artist on a quarterly basis, within thirty (30) days after the end of the quarter. Such statements shall be mailed together with a remittance by the Distributor to the Artist of all sums thereby shown to be due, provided that the aggregate of such sums exceeds (with balances carried forward from previous periods) the sum of A$100.
b. Not more than once in each year the Distributor shall, at the request of the Artist, allow the permitted auditors to examine the relevant parts of all royalty accounts and statements.
c. No examination shall be conducted in respect of accounting periods older than one (1) year from the date of receipt of statements by Artist or shall be conducted in respect of accounting periods which shall have been the subject of a previous audit hereunder.
d. In the event that any audit reveal an underpayment in excess of ten percent
(15%) Distributor shall forthwith remit such sums to Artist together with the reasonable cost of the audit.

9.Miscellaneous
a. 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 thirty (30) days after receipt of such notice. Subject to 4d, in no event shall any breach entitle either party to terminate this Agreement or 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.
b . If any term of this Agreement shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision shall to that extent be deemed not to form part of the Agreement but the enforceability of the remainder of the Agreement shall not be affected.
c. This Agreement shall be governed by the laws of the United States under the exclusive jurisdiction of the state of New South Wales.
d. This Agreement shall be personal to the parties and not transferable without the prior written consent of the Artist and Distributors. The obligations imposed by this Agreement shall be binding.
e. Any change, modification or amendment of this Agreement must be in writing, signed by both parties, and must specify the effective date of the change, modification or amendment.
f. This Agreement supersedes any prior discussions or agreements regarding the subject matter hereof. This Agreement does not create a partnership or joint venture.