SPIN A FRIEND, INC.

Spin A Friend may distribute, deliver, administer, and make available the Artist’s approved sound recordings, music videos, artwork, metadata, and related materials (“Content”) to authorized digital streaming services, download stores, social-media platforms, user-generated-content services, and other digital outlets.

Spin A Friend may determine which digital platforms, services, and territories are available for distribution based on its current distribution network, platform requirements, licensing arrangements, technology, and business relationships.

The Artist retains ownership of all copyrights and other intellectual-property rights the Artist legally owns in the Content.

Nothing in this Agreement transfers ownership of the Artist’s copyrights, master recordings, compositions, trademarks, or other intellectual-property rights to Spin A Friend.

Spin A Friend receives only the limited rights necessary to provide the services authorized under this Agreement.

During the Term of this Agreement, the Artist grants Spin A Friend a non-exclusive, worldwide license to:

• Reproduce and digitally deliver the Content;
• Distribute the Content through participating digital platforms;
• Make the Content available for streaming, downloading, sales, social-media use, and other authorized digital uses;
• Transmit audio files, artwork, metadata, credits, copyright information, songwriter information, ISRCs, UPCs, and other required release information;
• Use the Artist’s approved name, stage name, photographs, likeness, artwork, logos, music titles, and biographical information as reasonably necessary to distribute, market, display, and promote the Content; and
• Provide Content and related information to Spin A Friend’s authorized distribution, technology, payment, rights-management, and service partners as necessary to perform the services.

The rights granted under this section are limited to providing, administering, and promoting the services authorized by the Artist under this Agreement.

The Artist represents, warrants, and agrees that:

1. The Artist has the legal authority to enter into this Agreement.
2. The Artist owns or controls, or has obtained, all necessary rights, licenses, permissions, and consents required to distribute and monetize the Content.
3. The Content does not knowingly infringe any copyright, trademark, publicity right, privacy right, contractual right, or other proprietary right of another person or entity.
4. All samples, interpolations, beats, compositions, recordings, performances, artwork, photographs, videos, names, likenesses, and other materials included in the Content have been properly licensed or cleared when required.
5. All featured artists, producers, songwriters, musicians, performers, labels, publishers, and other contributors have provided any permissions necessary for the intended use and distribution.
6. All metadata, credits, ownership information, songwriter information, copyright information, and payment information supplied to Spin A Friend are accurate to the best of the Artist’s knowledge.
7. The Artist will not knowingly submit fraudulent, stolen, misleading, unauthorized, counterfeit, or illegally obtained Content.
8. The Artist will not submit Content if doing so would violate another distribution, label, licensing, publishing, management, or other agreement.

Spin A Friend does not authorize copyright infringement or the unauthorized use of another person’s intellectual property.

The Artist is solely responsible for obtaining all necessary licenses, permissions, and clearances before submitting Content.

Content containing unauthorized samples, recordings, compositions, artwork, photographs, trademarks, or other third-party materials may be rejected, suspended, withheld, disabled, or removed.

If Spin A Friend receives a credible copyright complaint, infringement claim, platform notice, legal demand, or other rights dispute involving Content, Spin A Friend may suspend or remove the affected Content while the matter is investigated or resolved.

Spin A Friend recognizes that artists, producers, labels, songwriters, and other creators may use artificial intelligence (“AI”) and machine-learning technologies as part of the creative process.

For purposes of this Agreement, “AI Content” means any sound recording, composition, vocal performance, instrumental performance, artwork, image, video, metadata, or other material that is created, generated, modified, enhanced, reproduced, synthesized, or materially assisted through an artificial-intelligence, machine-learning, generative-AI, voice-synthesis, voice-cloning, image-generation, or similar automated technology.

The use of AI does not by itself prohibit Content from being submitted to Spin A Friend. However, all AI Content remains subject to this Agreement, applicable law, and the policies and eligibility requirements of participating digital platforms.

If a third party claims that Content distributed through Spin A Friend infringes or violates that party’s rights, the Artist agrees to cooperate in good faith with Spin A Friend in investigating and resolving the claim.

Spin A Friend may provide relevant information to a complaining party, platform, distributor, rights administrator, payment provider, service provider, or appropriate governmental or legal authority when reasonably necessary to investigate or resolve a dispute, comply with law, or protect legitimate rights.

Spin A Friend reserves the right to reject, suspend, restrict, disable, or remove Content when reasonably necessary, including when:

• The Content is alleged to infringe another party’s rights;
• The Artist cannot demonstrate required ownership, licenses, or permissions;
• The Content violates a digital platform’s rules or policies;
• The Content contains fraudulent, deceptive, misleading, or inaccurate information;
• The Content is associated with artificial streaming or manipulation;
• The Content is subject to a legitimate legal complaint or governmental request;
• The Artist materially breaches this Agreement; or
• Removal is reasonably necessary to protect Spin A Friend, its distribution partners, artists, users, or third parties.

The Artist may also request a takedown of Content, subject to applicable platform processing times, legal obligations, outstanding balances, and contractual requirements.

Spin A Friend may charge subscription fees, add-on fees, release-related charges, administrative fees, or fees for optional services separately selected or authorized by the Artist.

Any such fees are separate from the Artist’s ordinary digital music royalties unless this Agreement expressly states otherwise.

Spin A Friend does not deduct a distribution commission from eligible standard digital music royalties solely for providing standard digital distribution services.

The Artist remains responsible for any subscription fees, add-ons, optional services, taxes, payment-processing charges, chargebacks, returned-payment costs, or other fees properly disclosed and authorized under this Agreement or through the Artist’s account.

By providing a credit card, debit card, bank account, or other approved payment method, the Artist authorizes Spin A Friend and its authorized payment processor to charge the payment method on file for amounts properly due and authorized under this Agreement.

Authorized charges may include:

• Subscription fees;
• Account fees;
• Add-on fees;
• Release-related fees;
• Administrative or service fees;
• Optional Content ID or rights-management service charges, if separately applicable;
• Marketing or promotional services expressly ordered by the Artist;
• Taxes and government-required charges;
• Chargeback or returned-payment costs where permitted; and
• Other charges expressly disclosed to and authorized by the Artist.

Spin A Friend may offer optional YouTube Content ID, audio fingerprinting, media identification, rights-management, content-monitoring, and related monetization services.

These services may identify videos or other media containing eligible recordings supplied by the Artist.

Participation in these services is optional and requires the Artist to affirmatively opt in.

By opting into Content ID or another eligible media-detection or rights-management service, the Artist authorizes Spin A Friend and its authorized service providers to:

• Create or use audio fingerprints;
• Identify uses of eligible recordings;
• Monitor participating digital platforms;
• Place, administer, release, dispute, or manage eligible claims;
• Monetize eligible uses;
• Collect applicable revenue;
• Provide ownership and recording information to participating platforms; and
• Administer rights necessary to operate the selected service.

The Artist represents that the Artist owns or controls all rights necessary to authorize these activities.

The Artist shall not enroll a recording in Content ID or related rights-management services if doing so would conflict with another party’s ownership, exclusive rights, existing Content ID registration, license, or other agreement.

If the Artist opts into YouTube Content ID or another applicable Spin A Friend media-detection, audio-fingerprinting, rights-management, or related monetization service, Spin A Friend shall retain fifteen percent (15%) of the net revenue actually received by Spin A Friend that is generated specifically through that opted-in service.

The Artist shall receive the remaining eighty-five percent (85%) of that applicable net revenue.

For example, if an opted-in Content ID service generates $100.00 in applicable net revenue actually received by Spin A Friend:

• Spin A Friend retains $15.00; and
• The Artist receives $85.00.

The 15% fee applies only to revenue generated through eligible Content ID, media-detection, or rights-management services that the Artist has elected to use.

The 15% fee does not apply to the Artist’s ordinary eligible royalties from standard digital music stores and streaming platforms.

Accordingly:

• Standard Digital Music Distribution: Artist receives 100% of eligible royalties.
• Optional Content ID / Media Detection / Rights Management: Artist receives 85% of applicable net revenue. Spin A Friend retains 15% of applicable net revenue as its service fee.

Spin A Friend will provide accounting information based on reports and payments received from participating digital platforms, Content ID providers, rights-management services, and other applicable service providers.

Where available, statements may separately identify:

• Standard digital music royalties;
• Content ID revenue;
• Media-detection or rights-management revenue;
• Platform deductions or adjustments;
• The 15% Content ID or rights-management service fee; and
• The resulting amount payable to the Artist.

Third-party reporting may be delayed, corrected, or adjusted after an initial statement.

Statements and account balances may therefore be subject to later corrections, refunds, chargebacks, fraud adjustments, currency adjustments, or other changes reported by third-party platforms.

Royalties become eligible for payment after Spin A Friend receives both the applicable funds and sufficient reporting information from the applicable platform or service provider.

Spin A Friend intends to make eligible royalty amounts available through the Artist’s Spin A Friend account on a monthly accounting basis, subject to receipt of funds, reporting availability, fraud reviews, payment-processing requirements, minimum payout requirements if applicable, and other reasonable administrative conditions.

Spin A Friend is not responsible for delays caused by digital platforms, YouTube, Content ID providers, payment processors, banks, reporting schedules, fraud investigations, governmental action, or circumstances outside Spin A Friend’s reasonable control.

The Artist shall not intentionally generate or encourage artificial streams, downloads, views, clicks, followers, saves, engagement, or other fraudulent activity involving the Content.

Prohibited conduct includes, without limitation:

• Bots;
• Click farms;
• Purchased or guaranteed streams;
• Fraudulent playlists;
• Manipulated traffic;
• Automated listening schemes;
• Unauthorized incentives intended to manipulate streaming activity; or
• Any other artificial method designed to increase royalties, rankings, streams, views, downloads, or engagement.

If Spin A Friend or a digital platform identifies suspected artificial or fraudulent activity, Spin A Friend may withhold affected revenue, suspend payments, investigate the activity, suspend or remove Content, terminate services, or take other reasonable action consistent with applicable platform policies and law.

The Artist is responsible for providing accurate release information, including:

• Artist names;
• Song titles;
• Album and single titles;
• Songwriter and publisher information;
• Producer and contributor credits;
• ISRC information, when applicable;
• UPC/EAN information, when applicable;
• Release dates;
• Copyright information;
• Explicit-content designations;
• Artwork; and
• Other information reasonably required for delivery.

Spin A Friend is not responsible for delays, rejections, or other problems caused by inaccurate, incomplete, misleading, or improperly formatted information supplied by the Artist.

The Artist represents that all artwork, photographs, logos, videos, graphics, and other materials submitted to Spin A Friend are either owned by the Artist or properly licensed for the intended use.

The Artist shall not submit unauthorized copyrighted material, trademarks, photographs, logos, likenesses, or other third-party materials.

The Artist agrees not to grant another distributor, label, rights administrator, or service provider rights that materially conflict with rights granted to Spin A Friend while the applicable Content remains distributed through Spin A Friend.

The Artist must notify Spin A Friend of any distribution, label, publishing, management, licensing, ownership, Content ID, or other agreement that may materially affect the Content or services.

The Artist acknowledges that digital stores, streaming services, social-media platforms, user-generated-content services, and other digital outlets establish and enforce their own terms, policies, content standards, technical requirements, and eligibility rules.

Spin A Friend does not control those requirements and cannot guarantee that a particular platform will accept, publish, monetize, maintain, or continue offering the Artist’s Content.

Spin A Friend may adjust delivery methods or Content availability when reasonably necessary to comply with platform requirements or changes in the digital music marketplace.

The Artist grants Spin A Friend permission to use the Artist’s approved name, stage name, likeness, artwork, music titles, release information, and approved promotional materials for purposes reasonably related to:

• Distribution;
• Marketing;
• Promotion;
• Advertising;
• Store presentation; and
• Operation of Spin A Friend’s services.

This permission does not transfer ownership of the Artist’s copyrights or other intellectual property.

This Agreement begins when the Artist accepts it and remains effective while the Artist maintains an account, has Content distributed through Spin A Friend, has unpaid obligations, or otherwise continues using services covered by this Agreement.

Either party may terminate the relationship by providing notice in accordance with Spin A Friend’s applicable procedures.

Spin A Friend may immediately suspend or terminate services when reasonably necessary because of:

• Copyright infringement;
• Fraud;
• Artificial streaming;
• Illegal activity;
• Material breach of this Agreement;
• Repeated platform violations;
• Nonpayment; or
• Other serious misconduct.

Termination does not eliminate rights, obligations, payment responsibilities, indemnification obligations, or liabilities that arose before termination.

Following termination, Spin A Friend may submit takedown requests for Content distributed through its services.

The Artist acknowledges that takedown processing is controlled in part by third-party platforms and may not occur immediately.

Royalties properly earned before termination remain subject to applicable accounting, fraud review, payment-processing procedures, chargebacks, corrections, legal holds, and other authorized adjustments.

Sections that by their nature should survive termination, including ownership, payment obligations, indemnification, disclaimers, limitation of liability, and dispute-related provisions, shall survive termination to the extent permitted by law.

To the fullest extent permitted by applicable law, the Artist agrees to indemnify, defend, and hold harmless Spin A Friend, Inc. and its owners, officers, directors, employees, contractors, affiliates, representatives, distribution partners, and service providers from third-party claims, liabilities, damages, judgments, losses, costs, and reasonable expenses arising out of or relating to:

• The Artist’s breach of this Agreement;
• Content submitted by the Artist;
• A claim that the Content infringes or violates another party’s rights;
• Unauthorized samples, recordings, compositions, artwork, trademarks, or other materials;
• AI-generated or AI-assisted Content submitted by the Artist;
• Unauthorized voice cloning, digital replicas, likenesses, or impersonation;
• Fraudulent or unlawful activity by or on behalf of the Artist; or
• The Artist’s violation of applicable law or platform rules.

This section applies only to the extent permitted by applicable law.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SPIN A FRIEND’S SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

Spin A Friend does not represent, warrant, or guarantee that:

• Any particular digital platform will accept or distribute the Artist’s Content;
• Content will remain available on any particular platform;
• Content will generate any particular number of streams, downloads, views, sales, followers, royalties, or revenue;
• Content will receive playlist placement, promotion, rankings, recommendations, or other exposure;
• Content ID or media-detection services will identify every unauthorized or monetizable use;
• Every copyright claim or monetization opportunity will be identified, asserted, or collected;
• AI-generated Content will qualify for copyright protection, monetization, Content ID, or distribution;
• Spin A Friend’s services will operate without interruption, delay, technical error, or outage; or
• Any third-party platform, payment processor, bank, service provider, AI provider, or distribution partner will operate continuously or maintain its current policies or services.

Spin A Friend does not guarantee any particular financial, promotional, artistic, or commercial result from use of its services.

The Artist acknowledges that digital music stores, streaming services, YouTube, social-media platforms, payment processors, banks, distribution partners, rights-management providers, AI providers, and other services used in connection with Spin A Friend are independently operated by third parties.

Spin A Friend does not control and is not responsible for third-party:

• Policies;
• Decisions;
• Outages;
• Technical failures;
• Content removals;
• Account suspensions;
• Royalty calculations;
• Reporting delays;
• Payment delays;
• Algorithm changes;
• AI model outputs or training practices;
• Platform-feature changes; or
• Discontinuation of services.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SPIN A FRIEND, INC., ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AFFILIATES, REPRESENTATIVES, DISTRIBUTION PARTNERS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ARTIST’S USE OF THE SERVICES.

This includes, without limitation, claims relating to:

• Lost profits;
• Lost royalties or anticipated revenue;
• Lost streams, downloads, views, or sales;
• Lost promotional opportunities;
• Loss of data;
• Platform removal or suspension;
• Delayed releases;
• Rejected Content;
• Copyright claims;
• AI-related claims;
• Content ID claims or missed claims;
• Third-party platform decisions;
• Service interruptions; or
• Business or reputational losses.

TO THE FULLEST EXTENT PERMITTED BY LAW, SPIN A FRIEND’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY THE ARTIST TO SPIN A FRIEND DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Nothing in this Agreement excludes or limits liability that cannot legally be excluded or limited.

Each party agrees to use reasonable care to protect confidential non-public business information received from the other party.

Confidential information may be disclosed when:

• Required by law, subpoena, court order, or governmental authority;
• Reasonably necessary to provide the services;
• Necessary to protect legal rights or investigate misconduct; or
• Authorized by the party that supplied the information.

Spin A Friend may update this Agreement when reasonably necessary to reflect changes in its services, pricing structure, business practices, digital-platform requirements, artificial-intelligence requirements, technology, or applicable law.

Spin A Friend will provide reasonable notice of material changes where required or appropriate.

Continued use of the services following the effective date of revised terms constitutes acceptance of those terms to the extent permitted by applicable law.