Yivera Distro Distribution Agreement

This Distribution Agreement and Terms of Service (this "Agreement") is a binding legal agreement between you (hereinafter referred to as the "Artist", or "Licensor") and Yivera, a Delaware limited liability company (hereinafter referred to as, "Yivera", "Licensee", "our" or "us") regarding your use of our distribution service (The "Service").

By your continued use of our service, you agree to this Agreement and accept the terms and conditions below. If You decide not to accept these modifications, you can terminate this Agreement through a written notice sent to support@yivera.com stating the terms you disagree with.

Yivera is a music technology company and music distribution platform specializing in delivering music content to a global audience. With a focus on digital distribution, Yivera provides comprehensive services to artists, labels, and rights holders. The Yivera Service enables you to upload to our servers Content for distribution to digital stores, streaming services, and other digital services within our distribution network ("Digital Stores"); which shall include UGC Services), who may make your Recordings available to their customers and end users.

a. Content
Content refers to the audio recordings/digital masters, video recordings (whether short-form or long-form), the underlying musical compositions, artwork, and accompanying metadata as well as other literary works ("materials") that Licensor has exclusively provided to us for distribution under this Agreement. Licensor may distribute any other content, including but not limited to music not delivered to us, independently or through a third party during the term. This Agreement applies solely to the content delivered to Yivera under the Term.

b. Licensor is:
i. An individual Artist/Group
ii. A record label
iii. Or any other entity that owns or controls the Content being distributed

c. The Licensor hereby certifies that it owns or has the right to distribute, publish, sell, copy, transfer, convert, encode, integrate, transmit, digitally modify and deliver over the Internet the master sound recordings designated and attached as "Content".

d. 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 any 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 "Content." We may also require that you indicate if the Content contains explicit content, in which case a Digital Store may tag it accordingly.

Subject to the terms of this Agreement, You hereby appoint YIVERA during the Term as your exclusive authorized representative, for the sale and electronic transmission of the Content. Accordingly, You hereby grant an exclusive right to YIVERA, during the Term of this agreement, to:

a. Reproduce and convert Your content delivered to us, by any means whether now known or yet to be known hereafter;

b. To distribute, sell copies, stream, publicly perform, sublicense and otherwise exploit Content via electronic, digital and mobile platforms during the Term.

c. Perform and make clips of the Your content available by streaming ("Clips") to promote the sale and distribution of applicable Content; promote, sell, distribute, and electronically transmit and deliver Digital Masters, as individual tracks or entire albums, and associated Metadata to purchasers who may use such Digital Masters in accordance with usage rules similar to those set forth by the digital service providers;

d. Display and electronically transmit and deliver Artwork for use solely in conjunction with the applicable Digital Master(s);

e. Use Artist/Label's Content, Artwork and Metadata as may be reasonably necessary or desirable for Yivera to exercise Yivera rights under the terms of this Agreement; and

f. The Licensor authorizes the Distributor to register and manage the Contents in Content ID systems, including but not limited to YouTube Content ID, Facebook Rights Manager, and other similar systems that exist or may be developed in the future. The Licensor acknowledges that improper activation of Content ID can directly affect the Distributor's Scorecard with its partners and could result in penalties and or termination as provided for in the Policy Schedule.

g. To collect income from the Digital Stores from their exploitation of your Content (and to collect income after the Term from exploitation of your Content during the Term);

h. Authorize or appoint any Online Store(s) and third party licensees to perform the activities in (a)-(g) above.

a. Licensor is prohibited from licensing or attempting to license Content to any digital service provider (DSP) without our prior written consent. All existing distribution relationships involving Content must be disclosed to us at the start of this agreement. During the Term of this Agreement, Licensor cannot independently distribute Content through any other digital or mobile platform.

b. Yivera shall at our sole discretion, use and authorize others to use your name and likenesses; your biographical material as well as that of the other artists, bands, producers and/or songwriters; track and/or album name, and Artwork, in any marketing materials for the sale, promotion and advertising of the applicable Content which is offered for sale or other use under the terms of this Agreement.

c. We and any of our licensees or designees shall have the unrestricted right to market, promote and advertise the Content available for purchase as we determine in our sole discretion.

d. We undertake to provide your Content 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 Content available to Customers, depending on the particular Digital Store and the territory.

e. Each Digital Store will determine its pricing to its Customers, as well as format or media and other terms on which it offers Content (including your Content) to its Customers, in its discretion and according to its business model. We aren't responsible for what Digital Stores do, and by opting into a particular Digital Store, you agree to accept and have your Content 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 Yivera.

Licensor shall obtain and pay for any necessary clearances and licenses in the Territory for all Licensor's Content. Specifically, Licensor shall be responsible for the timely payment of:

a. Any royalties and other income due to artists, authors, co-authors, copyright owners, producers and other record royalty participants from sales or other uses of masters

b. All mechanical royalties payable to publishers and/or authors or co-authors of copyrighted musical compositions embodied in the Masters from digital sales or other uses of the masters.

All payments that may be required under collective bargaining agreements applicable to Artist/Label or third parties other than Yivera, and any other royalties, fees and/or sums payable with respect to the Content, provided by Licensor to Yivera.

When you register for our Service you will establish a username and password that will provide access to an online user dashboard for your account on our website, currently www.Yivera.com (our "Site"). The term of this Agreement shall commence on the date of acceptance hereof and shall continue:

a. Until the end of the calendar quarter during which we receive your valid cancellation notice in accordance with the provisions for "Cancellation" OR

b. Until we terminate the Term

The Term will renew automatically at the end of each annual contract period (and your credit or debit card will be charged accordingly where applicable) unless you terminate your account prior to the end of the then-current contract year via your account on the user dashboard on the Site.

Yivera may terminate the Term for any reason, including but not limited to if we reasonably believe that:

i. You or any of your Recordings or other content have violated this Agreement or the terms and conditions of any Digital Store;

ii. That you or your Content infringe the intellectual property or other rights of any person or entity;

iii. If we are told by any Digital Store or reasonably believe that Digital Stores will not accept your Recordings or other content specifically or categorically, or that you are otherwise abusing our Service or any Digital Store or engaging in fraudulent or illegal activity.

iv. 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 Yivera 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.

v. We may also terminate the Term if our Service is discontinued for any reason.

6.1 In consideration of the Services rendered hereunder, you may opt for the option to pay to Yivera the fees described in the sign up/registration process with the corresponding royalty rate. If you opt for the one time registration fee, during registration for this service, you must provide Yivera with card information and authorization to charge the Registration Fee, any applicable taxes, and other charges you may incur in connection with your use of the Site and Services directly to your credit/debit card account. For the avoidance of doubt, if you or Yivera terminate this Agreement for any reason, you will not be entitled to reimbursement of the Registration Fee.

6.2 Where you opt to pay, your annual registration fee must be paid with a valid credit/debit card and, as described below under "Term," will automatically recur annually until you terminate the Term of this Agreement. Therefore, you must maintain a valid credit/debit card on account with us throughout the Term. We reserve the right to add or change payment methods during the Term. You expressly authorize Yivera to charge the applicable amount, plus any applicable taxes, to the credit/debit card you provided or, in our sole discretion, to deduct that amount from monies payable by us to you. Any refunds are in Yivera's sole discretion. In addition, if you owe any fees or other amounts to Yivera, we may deduct or set-off such amounts from any current or future payments to you, in addition to our other rights and remedies.

6.3 Yivera shall pay Licensor based on Licensor's choice of distribution package viz:

a. 80% of the total revenues shall be payable to the licensor less any taxes or fees where Licensor pays release fees - Standard Agreement

b. 100% of the total revenues shall be payable to the licensor less any taxes or fees where Licensor pays annual fees to Yivera - Special Subscription package.

c. 70% of the total revenues shall be payable to the licensor less any taxes or fees where Licensor neither pays for release fees nor yearly subscription Yivera - Special Agreement subject to acceptance by Yivera.

d. Where you opt for Yivera's paid service and your payment method cannot be charged, we shall notify you of such failure and we may change your distribution package as we deem fit to accommodate your non-payment.

6.4 Yivera will compute amounts payable to the Licensor within 15 days of the end of each month during the Term, and will provide a monthly statement (The Reporting Month) to You in accordance with our standard business practices. Such payment shall constitute full consideration for all rights granted by You hereunder. Licensor agrees that payment shall only be paid out to Licensor if the revenue exceeds £30 (Thirty pounds) or its USD equivalent for that month. Failure to reach the threshold of £30 will result in non-payment, and the unpaid Royalty amount will accumulate each month until the Threshold is met and at which time, Licensor can request payment.

6.5 If Yivera receives a lump-sum payment from a digital store that is not attributable to any particular artist account(s) or specific Content from any particular artist account(s), Yivera 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, Yivera may determine to distribute such monies (i) on a pro-rata basis based on the number of artists with whom Yivera has distribution agreements; (ii) in its discretion among artists based on an historical earnings and/or proxy formula determined solely by Yivera;

6.6 Record Keeping and Report.

a. Distributor agrees to maintain and preserve accurate books and records concerning all transactions relating to the reproduction and distribution of the Licensed Recordings.

b. Distributor will compute the royalties to Licensor and will deliver to Licensor a monthly royalty statement together with the net amount of royalties. Any amounts computed in accordance with this Agreement will be payable.

c. Yivera cannot guarantee timely reporting and payment by all DSPs and thus, Yivera Statements will include payments only for DSP payments Yivera has received in respect of the Content. Licensor acknowledges and agrees that Yivera will have no liability for DSPs' late or otherwise untimely reporting or payment.

d. Statement Delay by Yivera
Licensor shall promptly advise Yivera if Licensor has not received a Statement. Upon notification, Yivera shall investigate and/or correct the situation, as appropriate. In no event shall Yivera be deemed in breach of its payment obligations under this Agreement if Licensor has not received payment or a Statement by the Monthly Submission Date.

e. Statement Delay by DSPs.
Should a statement not be given to Yivera from a DSP in a reasonable amount of time, Yivera will not be deemed in breach of contract for not providing a statement from such DSP.

6.7 Audit
Yivera 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.

As between the Parties, all rights, titles and interests in and to the Content except as to any rights of Yivera during the Term (whether pre-existing or under this Agreement), shall remain the property of the Licensor.

Licensor shall indemnify, defend and hold harmless, and upon Yivera's request, defend, Yivera and its designees and affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs, expenses suits and expenses (including attorneys' fees and costs) arising out of a claim by a third party by reason of:

i. A breach of any warranty, representation, covenant or obligation by Licensor under this Agreement; or

ii. Any claim that any Digital Master, sound recording or Licensor Content authorized by or on behalf of Artist/Label hereunder or Yivera's or its Online Store(s) use thereof violates or infringes the rights of another party.

iii. Licensor shall reimburse Yivera and its Online Store(s) and affiliates on demand for any actual payments made in resolution of any liability or claim that is subject to indemnification under this clause 8, provided that Yivera obtains Licensor's written consent prior to making such payments, such consent not to be unreasonably withheld, delayed or conditioned.

iv. Yivera shall promptly notify Licensor of any third party claims. Yivera shall have the right, to participate in the defense thereof under Licensor's direction. Pending final determination of any claim involving such alleged breach or failure, Yivera shall withhold sums due to Licensor hereunder in an amount reasonably related to the amount of such claim. If no action is filed within one (1) year following the date on which such claim was first received by Yivera, Yivera shall release all sums withheld in connection with such claim, unless Yivera, in its reasonable business judgment, believes an action will be filed thereafter. Notwithstanding the foregoing, if, after such release by Yivera of sums withheld in connection with a particular claim, such claim is reasserted, then Yivera's rights under this paragraph will apply ab-initio in full force and effect. Licensor shall have the right to participate in the defense of any action instituted on a claim for which Licensor is responsible to indemnify Yivera using counsel of its choice and at its expense; however, Yivera shall have the right at all times to maintain control of the conduct of the defense.

9.1 Licensor represents and warrants that it has the full authority to act on behalf of any and all owners of any right, title and interest in and to the Content; that it has full authority to enter into this Agreement and to fully perform its obligations hereunder and has obtained all necessary third-party consents, licenses and permissions necessary to enter into and fully perform its obligations herein; that it owns or controls the necessary rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions by the other party hereto shall not violate or infringe the rights of any third party; that it shall not act in any manner which conflicts or interferes with any existing commitment or obligation of such party, and that no agreement previously entered into by such party will interfere with such party's performance of its obligations under this Agreement.

9.2 If we receive a claim or notice or otherwise reasonably suspect that any of your Content 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 Content (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 Content 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 Content 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 and Yivera will not be responsible for, any payments other than those specified in Section 6 above in connection with the Content;

9.3 You will use the Site and Service only in accordance with this Agreement and not for any fraudulent, infringing or inappropriate purposes.

9.4 Any sale, assignment, transfer, mortgage or other grant of rights in or to your interest in any of the Content shall be subject to our rights hereunder and the terms and conditions hereof;

9.5 You warrant that 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; 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 Yivera hereunder;

9.6 You have read and understand this Agreement and have had the opportunity to consult with independent legal counsel in connection with them.

a. WE DO NOT GUARANTEE AND DO NOT PROMISE ANY REVENUE OR OTHER SPECIFIC RESULTS FROM USE OF THE SITE AND/OR OUR SERVICES.

b. IN NO EVENT WILL YIVERA BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE, IRRESPECTIVE OF OUR AWARENESS OF THE POSSIBILITY OF SUCH DAMAGES.

c. OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID BY YOU TO US OR PAYABLE (EARNED UNENCUMBERED ROYALTIES), IF ANY, TO YOU. THE SITE, THE SERVICES AND THE CONTENT RELATED THERETO ARE PROVIDED "AS-IS" AND YIVERA DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

The modification of this Agreement must be a notification in writing to You (e.g., by e-mail or through your account page on the Site) and made available to the public on the website www.yivera.com, and such notice shall be deemed as accepted if You do not expressly oppose such modification within a term of thirty calendar days from its release. If You decide not to accept such modification, the Agreement will be canceled through written notice sent to Yivera for a termination by you stating the specific terms you do not agree to.

Upon cancellation, Yivera shall promptly delete all forms of the content from all its distribution platforms and demand that Licensee Partners delete all forms of content from their affiliated platforms within the timeframe which is usually required for the content to be deleted by the DSP and our third party partners.

This Agreement is made in the State of Delaware, United States and shall be construed and governed by the laws of Delaware. Each of the provisions hereof are severable so that if any provision of this Agreement shall be found to be invalid or unenforceable in any part of the Territory the same shall not affect the validity or enforceability of the remaining provisions or affect the application of that provision in any other part of the Territory where such provision is not invalid or unenforceable.

"Digital Store" means any third party, including but not limited to iTunes, Amazon, Spotify, Boomplay, SimfyAfrica, Audiomack among others that YIVERA in its sole discretion may authorize to carry out the marketing, distribution and sale or other use of the Digital Masters pursuant to the terms of this Agreement.

"Electronic Transmission" - means any transmission, whether sound alone, sound coupled with an image, or sound coupled with data, in any form, analog or digital, now known or later developed (including, but not limited to, "cybercasts," "webcasts," "streaming audio," "streaming audio/video," "digital downloads," direct broadcast satellite, point-to-multipoint satellite, multipoint distribution service, point-to-point distribution service, cable system, telephone system, broadcast station, and any other forms of transmission now known or hereafter devised) whether or not such transmission is made on-demand or near on-demand, whether or not a direct or indirect charge is made to receive the transmission and whether or not such transmission results in a specifically identifiable reproduction by or for any transmission recipient.

This policy document is an integral part of your distribution agreement with Yivera. By using our services, you warrant that:

i. You own or control all necessary rights to your content
ii. Your content does not infringe on third-party rights
iii. You accept full liability for any claims against your content
iv. You agree to indemnify Yivera against any claims

Required Rights and Documentation.
You must:

i. Provide proof of ownership or proper licensing for all content
ii. Maintain complete documentation of rights and licenses
iii. Submit valid contracts for any artist/songwriting/production collaborations
iv. Hold necessary synchronization rights
v. Possess proper mechanical licenses for covers

Strict Prohibitions.
The following are explicitly forbidden:

i. Unauthorized sound-alikes or tributes
ii. Unlicensed cover versions
iii. Public domain works without significant original contribution
iv. Content infringing on third-party rights

Prohibited Fraudulent Activities.
The following activities will result in immediate termination and penalties:

i. Use of computer farms or streaming farms
ii. Bot usage or automated streaming
iii. Manipulation of play counts or statistics
iv. False or misleading metadata
v. Artificial engagement creation
vi. Unauthorized content monetization
vii. Use of malicious software or scripts

Yivera maintains a strict zero-tolerance policy regarding copyright infringement, streaming manipulation, and fraudulent activities.

Yivera reserves the sole and absolute discretion to determine which musical works submitted for distribution shall be admitted into the Content ID system. Admission to Content ID is not guaranteed and is subject to our internal review process, which considers factors including, but not limited to, demonstrable exclusive rights, originality of the composition and sound recording, and compliance with Content ID policies. Yivera makes no representation or warranty that any particular musical work will be accepted into the Content ID system.

In the event that Licensor uploads or attempts to register any musical work with Content ID that is determined by Yivera or content platform to be unoriginal, infringing upon the rights of others, containing unauthorized samples, or otherwise violating Content ID policies or the terms of this Agreement, Licensor shall be subject to the following penalties, in addition to any other remedies available to Yivera under this Agreement or applicable law:

Account Suspension: Yivera reserves the right to temporarily or permanently suspend Licensor's account and withhold any pending payments.
Content Removal: The unoriginal content will be immediately removed from Content ID and potentially from all distribution platforms.
Chargeback of Costs: Licensor shall be responsible for and shall indemnify Yivera against any claims, demands, losses, damages, costs (including reasonable legal fees), and liabilities arising from the upload of unoriginal content, including any fees or penalties levied by the Content Platform.
Financial Penalty: Yivera may, at its sole discretion, impose a financial penalty on Licensor, up to 15% of any chargeback fee.
Termination of Agreement: Yivera reserves the right to terminate this Agreement immediately upon discovery of the upload of unoriginal content to Content ID.

Licensor acknowledges and agrees that the submission of unoriginal content to Content ID undermines the integrity of the system and can lead to significant issues for Yivera with her partners. Licensor is solely responsible for ensuring the originality and proper licensing of all content submitted.