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Faqs

Content Provider’s Terms of engagement for Digital Distribution

THE TERMS STATED IN THIS DOCUMENT ARE AN ADDENDUM TO THE “APPRISE MUSIC & MEDIA DIGITAL RIGHTS AGREEMENT – CONTENT PROVIDER” AND MUST BE READ, UNDERSTOOD AND DEEM AGREED TO ON EXECUTION OF THE DIGITAL RIGHTS AGREEMENT.

1. Further Authorization:
a. In addition to Authorization terms set out in the APPRISE MUSIC & MEDIA digital rights agreement, the Content Provider further grants to APPRISE MUSIC the non-exclusive right during the term to do all of the following;
b. Stream Content Provider Repertoire, including without limitation Content Provider Repertoire encoded in Digital Audio and Digital Video, therein via the Subscription Service and an Advertising Supported Streaming Service.

c. distribute and transmit, (i) at the time of sale, electronic copies of Artwork to the purchaser of the associated Content Provider Repertoire, and (ii) in connection with the Subscription Service and Advertising Supported Streaming Service, electronic copies of Artwork to Users and Customers, such that the Artwork can be displayed on the purchaser’s, User’s or Customer’s Personal Computer and/or Device as the associated Content Provider Repertoire (including Content Provider Repertoire in the form of Conditional Downloads) is being browsed or played;

d. utilize and display the Artwork and Metadata for the purpose of identifying the applicable Content Provider Content, standardizing the browsing and playback experience and/or enabling upsell of downloads from the Service;

e. utilize Artwork and the names and likenesses of, and biographical material concerning, Content Provider, producers and songwriters, and the names of Content Provider Repertoire, on materials used for and in connection with the promotion and sale of Content Provider Repertoire, and the Service, including without limitation in advertisements for the availability of Content Provider Repertoire via the Service and in all online and offline promotional materials, provided that such names, likenesses and names of Content Provider Repertoire and other materials will be generally the same size and prominence as all other similar content (if any) in any such promotional materials;

f. use and download (and allow Users to use and download) Artwork, Metadata and Clips in connection with APPRISE MUSIC -developed web properties relating to the Service (including without limitation widgets, mobile apps, web gadgets, music players, HAPPRISE MUSIC links, etc.) which can be accessed by Users on APPRISE MUSIC and third-party web sites, mobile networks, devices and services (and which Clips therein can be downloaded by such Users), and which link Users to, or encourage Users to take advantage of, potential purchase opportunities;

g. allow any individual User to listen to a full-length, free-to-the-user, on-demand, royalty-free preview stream (each a “Full Length Preview Stream”) of Content Provider Repertoire in connection with APPRISE MUSIC -developed properties relating to the Service (including without limitation widgets, mobile apps, web gadgets, music players, HAPPRISE MUSIC links, etc.) which can be accessed by Users on APPRISE MUSIC and third-party web sites, devices and services and which link Users to, or encourage Users to take advantage of, potential purchase opportunities;

h. publicly perform Promotional Videos (if Content Provider provides any Promotional Videos to APPRISE MUSIC pursuant to this Agreement), and enable Users to access the Promotional Videos, via the Service and on APPRISE MUSIC controlled properties in connection with promotion of applicable Content Provider Repertoire; and

i. Utilize Content Provider Content as reasonably necessary for APPRISE MUSIC to fulfill its obligations and exercise its rights under this Agreement.

2. APPRISE MUSIC’s Rights and Obligations.

a. In addition to APPRISE MUSIC’s rights and obligations terms set out in the APPRISE MUSIC digital rights agreement;
b. If at any point during the Term, Content Provider reasonably determines that (i) it does not have the rights necessary to authorize APPRISE MUSIC to utilize certain Content Provider Content, or (ii) APPRISE MUSIC’s continued exploitation of such Content Provider Content will either violate the terms of an existing agreement between Content Provider and another contributor to such Content Provider Content, then Content Provider will have the right to withdraw authorization of such Content Provider Content under this Agreement upon written notice to APPRISE MUSIC. APPRISE MUSIC will remove such Content Provider Content from the Service within five (5) business days following receipt of such notice. Notwithstanding the foregoing provisions of this Section 3.d, APPRISE MUSIC will not withdraw any Content Provider Content from the Service unless Content Provider has withdrawn such Content Provider Content from all other services offering for sale permanent digital downloads of Content Provider Repertoire and/or from all other subscription services making available Content Provider Repertoire, as applicable. For the avoidance of doubt, the withdrawal of any Content Provider Content from the Service shall not affect any user’s rights to such Content Provider Content that the User acquired prior to the withdrawal.

c. APPRISE MUSIC will have the unencumbered right to promote, advertise, distribute and market the Service, and all content available for purchase or other exploitation via the Service, or to refrain there from, as APPRISE MUSIC may determine in its sole discretion. Without limiting the generality of the foregoing sentence, APPRISE MUSIC will have the right to determine in its sole discretion: (i) which of the Content Provider Repertoire it will offer via the Service; (ii) the extent to which any such Content Provider Repertoire will be promoted via the Service; and (iii) whether and to what extent to promote Content Provider via the Service, such as by creating “success stories” related to Content Provider.

d. APPRISE MUSIC. Will have the right to engage one or more Contractors to provide Fulfillment Activities on APPRISE MUSIC.’s behalf; provided that APPRISE MUSIC. Will cause such Contractors to comply with the pertinent restrictions applicable to Content Provider Content as set forth in this Agreement.

e. Notwithstanding anything to the contrary in this Agreement, APPRISE MUSIC. is expressly permitted to display images of Artwork (along with the Metadata associated with such Artwork and Metadata associated with the corresponding sound recording or audiovisual work that is part of the Content Provider Repertoire) any time during the Term after APPRISE MUSIC.’s receipt of such, for the purpose of advertising the future availability of such Content Provider Repertoire on the Service.

f. To handle customer support issues, APPRISE MUSIC. may permit reinstallation to a user’s Personal Computer or Device or account of Content Provider Content, including without limitation by way of Digital Audio and Digital Video, previously acquired by the User via the Service, including subsequent to the Term of the Agreement.

g. For the avoidance of doubt, (i) APPRISE MUSIC. may transmit Content Provider Repertoire, including without limitation by way of Digital Audio and Digital Video, via the Internet, wireless networks, and/or a private data network; (ii) User of the Service may renew User’s subscription to the Service via Devices through the Internet, wireless networks, and/or a private data network; and (iii) APPRISE MUSIC. May enable an operator of a private data network to bill Users for the purchase of Content Provider Repertoire and for sale of subscriptions to the Subscription Service (e.g., so-called “”mobile billing”).

h. Notwithstanding anything contained in this Agreement to the contrary, APPRISE MUSIC. May, on a royalty-free basis, transmit Content Provider Repertoire, including without limitation by way of Digital Audio and Digital Video, and Artwork via the Internet, wireless networks and/or a private data network to employees of APPRISE MUSIC. and employees of its Contractors who are involved in the operation and development of the Service, and to employees and contractors of the operators of such private data networks, in both cases solely for testing and development purposes.

i. APPRISE MUSIC. May at any time remove any Content Provider Content from the Service if it determines that such removal is necessary or advisable to avoid liability to third parties or damage to APPRISE MUSIC.’s business, networks, Users, or Customers.

j. APPRISE MUSIC. may at any time remove any Content Provider Content from the Service if

i. same content already exists on the Service from another provider with distribution rights to the said content.
ii. Same content is subsequently provided directly by the Content Owner.

All such exclusions/removals of content overlaps shall be communicated to Content Provider. Any prior payments due to Content Provider for use of such content shall remain valid and shall be paid to Content Provider in accordance with the payment schedule as provided in clause 5 and 6 of this agreement.

3. Accounting

a. APPRISE MUSIC. Will compute the amounts payable to Content Provider pursuant to Section 5, above, for the immediately preceding quarter within thirty (30) days after the end of each quarter during the Term. APPRISE MUSIC. Will deliver to Content Provider a quarterly statement, either electronically or in hard copy, in a form consistent with APPRISE MUSIC.’s standard business practices if any. Content Provider will deliver the invoice to APPRISE MUSIC. Within seven (7) business days from receipt of the aforementioned statement if there is no controversy. APPRISE MUSIC. Shall pay the Content Provider within fifteen (15) business days after confirming receipt of the invoice except in such cases where the amount is less than one hundred (100) US dollars (or the equivalent amount in other currencies, such as euros, pounds, among others). In such event, such lesser amounts owed will carry over on a quarterly basis until such time as the aggregate amount due and owing is an equivalent of one hundred US dollars or more in such currency, and at such time such amount will be paid by APPRISE MUSIC. in the first succeeding quarterly reporting period. If the amount payable to Content Provider is pending payment from any third party payment partner including but not limited to Operator, Bank, mobile money payment partner etc, and such payment is delayed by the third party partner, the payment to Content Provider will be postponed accordingly provided that APPRISE MUSIC. Will provide written statement for such delays to Content Provider.

b. All invoices to be raised to APPRISE MUSIC. should be denominated in the local currency of the applicable country of the Territory. In such cases where Content Provider or APPRISE MUSIC. Does not have local office in the applicable country to process the payment locally, such payment shall be made by APPRISE MUSIC. in USD or any other currency to be mutually agreed upon by both Parties.

c. APPRISE MUSIC. Will keep complete and accurate books and records of account relating solely to the sale of Content Provider Content via the Service (“Books”), which Books will be maintained during the Term and for a period of two (2) years after the close of each calendar year of the Term.

d. Content Provider shall have access to Content Management System (CMS) portal which allows Content Provider to monitor the performance of your content on-line real-time. The CMS portal shall be provided by APPRISE MUSIC to Content Provider

4. Representations and Warranties.

a. Each Party represents and warrants that it has the right, power and authority to enter into this Agreement, and to fully perform its respective obligations hereunder.

b. Each Party represents and warrants that it will not engage in any actions that conflict or interfere with any commitment or obligation of such Party under this Agreement and that no agreements previously entered into by such Party will conflict or interfere with such Party’s performance of its obligations under this Agreement.

c. Content Provider warrants and represents to APPRISE MUSIC. That: (i) Content Provider will comply with all applicable laws and regulations (including the regulations and rules of any guilds or unions) in the performance of its obligations hereunder; (ii) the Content Provider Content and any and all other materials provided by Content Provider pursuant to this Agreement, and the use thereof by APPRISE MUSIC. in accordance with this Agreement, will not infringe or violate any proprietary or intellectual property rights of any other Person, including, without limitation, copyrights, trademark rights and rights of publicity and privacy; (iii) the Content Provider Content and any and all other materials provided by Content Provider pursuant to this Agreement will comply with all applicable laws and regulations, including, without limitation, those laws and regulations relating to defamation, obscenity, racial hatred, terrorism and child sexual abuse images; and (iv) to the extent that Content Provider is required under this Agreement to obtain rights, licenses, permissions, clearances and/or approvals necessary in connection with the performance of this Agreement, and/or APPRISE MUSIC.’s exercise of the rights granted to APPRISE MUSIC. Hereunder, Content Provider has done so.

5. Indemnification.

a. Mutual Indemnification: A Party will at its expense and the request of the other Party, defend and indemnify the other Party, its affiliates, directors, officers, employees, licensees, agents and independent contractors from and against any third party claim or action, to the extent such claim or action is based upon a claim that, if true, would constitute (i) a breach of a warranty, representation, covenant or obligation of the indemnifying Party set forth in this Agreement, or (ii) an infringement or misappropriation of third party intellectual property rights (including, without limitation, patent, trademark, trade secret or copyright) resulting from content provided by or on behalf of, the indemnifying Party in connection with this Agreement (including with respect to Content Provider, Content Provider Content).

b. Procedure. If any action is brought against either Party (the “Claimant”) in respect to any allegation for which indemnity may be sought from the other Party (the “Indemnifying Party”), Claimant will promptly notify Indemnifying Party in writing. Claimant will cooperate with Indemnifying Party, at Indemnifying Party’s expense and in all reasonable respects, in connection with the defense of any such action. Indemnifying Party will, upon written notice from Claimant, undertake to conduct all proceedings or negotiations in connection therewith, assume the defense thereof, and all other required steps or proceedings to settle or defend any such action, including the employment of counsel that will be satisfactory to Claimant, and payment of all expenses. Claimant will have the right to employ separate counsel and participate in the defense at Claimant’s sole expense. Neither Party will settle or compromise any claim or action on the other Party’s behalf without first obtaining the other Party’s written permission, which permission will not be unreasonably withheld.

c. Neither party will be liable to the other party for any indirect, incidental, consequential, punitive or special damages, arising out of or related to this agreement including, without limitation, damages for loss of business profits, business interruption, loss of business information, and the like, even if such party has been advised of the possibility of such damages. APPRISE MUSIC. Makes no warranty or representation, express or implied, to Content Provider as to the quality, performance, merchantability or fitness for a particular purpose of the service or any elements thereof.

6. Miscellaneous

a. Notices: All notices under this Agreement must be in writing in order to be effective, and will be deemed to have been duly given or made (i) on the date delivered in person, (ii) on the date indicated on the return receipt if mailed postage prepaid, by certified or registered International Air Mail, with return receipt requested, or (iii) if sent by Federal Express, U.P.S. or other internationally recognized overnight courier service or overnight express International Air Mail, with service charges or postage prepaid, on the next business day after delivery to the courier service or International Air Mail (if sent in time for and specifying next day delivery). In each case (except for personal delivery) such notices and any other requests, demands, and other communications will be sent to a Party at the following addresses:

If to Content Provider: As specified in Exhibit F

If to APPRISE MUSIC. As specified in Exhibit F

b. Independent Contractors: The Parties are independent contractors with respect to each other hereunder, and nothing in this Agreement will be construed as creating an employer-employee relationship, a partnership, an agency relationship or a joint venture between the Parties.
c. Assignment: After the consent of the other party, one Party may assign its rights hereunder in whole or in part to any Affiliate, in a merger transaction, in a stock purchase transaction, or to any Person acquiring all or a substantial portion of the assets or business of such Party, and such rights may be assigned by any assignee thereof, subject to the same limitations.
d. Severability: If any provision of this Agreement is held to be invalid, void or unenforceable, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and the remaining terms, provisions, covenants and restrictions of this Agreement will remain in full force and effect.
e. Force Majeure: Neither Party will be responsible for, or be in breach of this Agreement, to the extent that its performance is delayed in the aggregate for up to thirty (30) days as a result of any act of God, war, terrorism, fire, earthquake, sickness, accident, civil commotion, act of government or any other cause wholly beyond its control, and not due to its own negligence or that of its contractors or representatives, and which cannot be overcome by the exercise of due diligence.
f. Compliance with Law: Each Party will comply with all applicable laws and regulations of governmental bodies and agencies in its performance under this Agreement.
g. Governing Law; Jurisdiction; This Agreement will be governed by, and its terms and conditions construed in accordance with, applicable law and statutes of Hong Kong, without giving effect to the conflict of law rules. Any dispute, controversy, difference or claim arising out of or relating to this agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the Hong Kong International Arbitration Centre Administered Arbitration rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong. The arbitration language will be English.
h. Counterparts/Facsimile Signatures: This Agreement may be executed in one or more counterparts, each of which when taken together, will be deemed to constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by fax or e-mail with attachments in portable document format (.pdf) or other similar format shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes.
i. Entire Agreement: This Agreement, including the exhibits attached hereto, constitutes the entire agreement between the Parties and supersedes all other prior and contemporaneous agreements or communications with respect to the subject matter hereof. This Agreement will not be modified except by a written agreement specifically referencing this Agreement, dated subsequent to the date of this Agreement and signed on behalf of the Parties by their respective duly authorized representatives. No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving Party.

Exhibit A

Definitions

For purposes of this Agreement, the following definitions govern, except as otherwise provided in the Agreement:

“Advertising Supported Streaming Service” means a service offering controlled by APPRISE MUSIC. of On-Demand Downloads and Streaming of sound and audiovisual recordings, having advertising played in connection therewith, which may be accessed by Users via Personal Computers and Devices, and which may be comprised of a software client and/or Internet websites.

“Affiliate” means, with respect to any Person, (i) any other Person of which securities or other ownership interests representing fifty percent (50%) or more of the voting interests are, at the time such determination is being made, owned or controlled by such Person, and (ii) any other Person which, at the time such determination is being made, is Controlling, Controlled by or under common Control with such Person.

“Content Provider Content” means all Artwork, Compositions, Clips, Digital Masters, Video Masters, Content Provider Repertoire, Metadata, Promotional Videos and all other material delivered by Content Provider to APPRISE MUSIC. in accordance with this Agreement.

“Content Provider Sales Data” means data generated by the Service that identifies the User or Customer who purchased or played (as applicable) a Digital Audio or Digital Video and the frequency of such purchases or plays.

“Content Provider Repertoire” means all Artwork, Compositions, Digital Masters, Video Masters, sound recordings and audiovisual recordings owned or controlled by Content Provider or its Affiliates in any digitally delivered format.

“Content Provider’s Subscription Percentage” means a fraction, the numerator of which is the total number of times that any Digital Audio and Digital Video in the Content Provider Repertoire (other than Clips) are accessed by Customers during such month (whether by Stream or plays of a Conditional Download) via the Subscription Service in the applicable country of the Territory for at least forty five (45) seconds, and the denominator of which is the total number of times that all sound recordings and audiovisual recordings (other than Clips), are accessed by Customers during such month (whether by Stream or plays of a Conditional Download) via the Subscription Service in the applicable country of the Territory for at least forty five (45) seconds.

“Artwork” means (a) for Digital Masters, front cover album artwork (or corresponding artwork for singles and other non-album configurations), (b) for Video Masters, “screen shots” or other items of related artwork, an image of the Content Provider associated with the particular Video Master concerned and/or the front cover album artwork (or corresponding artwork for singles and other non-album configurations) associated with the particular Video Master concerned, and (c) all other artwork, photographs and images made available for APPRISE MUSIC.s use by Content Provider pursuant to this Agreement. “Screen shots” for the Video Masters may be delivered by Content Provider to APPRISE MUSIC. And/or APPRISE MUSIC. has the right to create “screen shots” for the applicable Video Masters.

“Clip” means a thirty (30) second audio or audiovisual clip (as the case may be) of Content Provider Repertoire.

“Composition” means (i) a single musical composition or other dramatic, literary or other work embodied in a single Digital Master, irrespective of length, including all spoken words and bridging passages, or (ii) a spoken word or dramatic work (or portion thereof), irrespective of length, that is thematically related and embodied by Content Provider in an album as a separate so-called “track” (as that term is understood in the United States Phonograph Record industry).

“Conditional Download” means Content Provider Repertoire digitally downloaded, including without limitation by way of Digital Audio and Digital Video, to Customer Personal Computers and Devices, which may be accessed by a Customer for the duration of the Customer’s subscription to the Subscription Service.

“Contractor” means a third-party independent contractor engaged by APPRISE MUSIC. to provide Fulfillment Activities for the Service.

“Control” means ownership, directly or indirectly, by a Person of more than fifty percent (50%) of the voting power of another Person.

“Customer” means a User of the Subscription Service who has paid the Subscription Service Offer Price (as applicable) or a lump sum payment for an annual subscription for the Subscription Service.

“Customer Month” means each monthly billing period in which a Customer has access to the Subscription Service.

“Delivery Specifications” means the delivery specifications set forth in Exhibit D, revised by APPRISE MUSIC. from time to time.

“Device” means a consumer electronic device to which a User can export digital audio and/or audiovisual files from a Personal Computer or other hardware device, wireless network, or other network connection for playback thereon, and includes mobile telephones and other mobile devices.

“Digital Audio” means Content Provider Repertoire encoded from a Digital Master and provided to Users or Customers via the Service in any digitally delivered format that includes the application of digital rights management technology. For purposes of this Agreement, the term “Digital Audio” includes OTA Digital Audio.

“Digital Master” means a complete, digital copy of one or more individual sound recordings that are part of the Content Provider Repertoire, along with associated Metadata, encoded in a Format.

“Digital Video” means Content Provider Repertoire encoded from a Video Master and provided to Users or Customers via the Service in any digitally delivered format that may include the application of digital rights management technology. For purposes of this Agreement, the term “Digital Video” includes OTA Digital Video.

“Effective Date” means the date upon which the later of the two signatures above was affixed to the Agreement “

“Format” means the audio and video file format and naming conventions set forth in Exhibit D, as revised by APPRISE MUSIC. from time to time.

“Fulfillment Activities” means all functions necessary for the fulfillment of purchases of Digital Audio and Digital Video, and the operation of the Service, including without limitation encoding, hosting and serving Digital Audio and Digital Video.

“Net Sales Revenue” means the sum of all revenues actually received by APPRISE MUSIC. from sales of Digital Audio or Digital Video (e.g., digital downloads, as opposed to Streams) through the Service, excluding applicable taxes (such as sales, VAT or GST) and less any transaction costs paid to third parties, such transaction costs including without limitation: (a) any actual refunds, actual credit card processing fees, and actual credits in respect of such sales; and (b) music publishing fees or costs associated with the sales.

“Net Subscription Revenue” means the sum of all revenues actually received by APPRISE MUSIC. from Customer subscriptions attributable to the Streams that are sound and audiovisual recordings offered through the Subscription Service (as applicable) in the applicable country of the Territory, excluding applicable taxes (such as sales, VAT or GST) and less any transaction costs paid to third parties, such transaction costs including without limitation: (a) any actual refunds, actual credit card processing fees, and actual credits in respect of such Streams; and (b) music publishing fees or costs associated with the Streams, as well as any fees paid in consideration of equitable remuneration rights. For the avoidance of doubt, other than in connection with the Royalties paid in connection with the sales of Digital Audio or Digital Video (Exhibit B) and Subscription Service Fee (Exhibit C), Content Provider shall not share in any other monies, revenue or other consideration paid, payable, received by or credited to APPRISE MUSIC. or its Affiliates (or their agents or representatives).

“Metadata” means the following categories of information with respect to each Digital Master and Video Master: album title and/or track title; Content Provider name; genre; copyright information; Content Provider name; unique product identifier (ISRC, UPC or ISAN); Artwork; “explicit lyrics” identification; biographical information (if available); sales information, including wholesale pricing; date of first release and radio add date for each Digital Master initially released during the Term; and date of first release for each Video Master initially released during the Term.

“On-Demand Download” means temporarily downloaded content available to the User during a single browser or application session in connection with the Service.

“OTA Digital Audio” means a Digital Audio that is transmitted to a User or Customer via a wireless application protocol.

“OTA Digital Video” means a Digital Video that is transmitted to a User or Customer via a wireless application protocol.

“Person” means any individual, corporation, partnership, limited liability company, trust, business trust, cooperative, association or other business organization, and their respective heirs, executors, administrators, legal representatives, successors and assigns.

“Personal Computer” means any computer which has internal storage space that is capable of accessing the Service whether now known or later developed.

“Promotional Video” means a complete digital copy of one or more individual audiovisual recordings that are part of the Content Provider Repertoire, along with associated Metadata, that is provided by Content Provider to APPRISE MUSIC. for promotional use via the Service as permitted hereunder.

“Service” includes music-related services controlled by APPRISE MUSIC., including (a) the application, (b) the website, (c) the Subscription Service, and (d) such other services as amended from time to time.

“Service Data” means any and all data generated by the Service with respect to the Service in general or Content Provider Content, including without limitation sales data, financial transaction data, data regarding Users including Customers, User and Customer identification data, data regarding number of clicks, data regarding downloads, User and Customer comments, geolocation data, network data, User and Customer use data, and data regarding number of plays, but specifically excluding Metadata and Content Provider Sales Data.

“Subscription Service Fee” has the meaning given in Exhibit C.

“Subscription Service Offer Price” means the monthly subscription fee that APPRISE MUSIC. charges Customers to access and use the Subscription Service in the applicable country of the Territory.

“Stream” or “Streaming” means to deliver a single digital audio transmission of a sound recording of a single composition (or part thereof) or a single digital video transmission of an audiovisual recording (or part thereof) delivered to a User or Customer, whereby such transmission is contemporaneous with the User or Customer being able to hear and/or visualize, as applicable, (via a Personal Computer or Device) the sound recording or the audiovisual recording embodied therein, as the case may be, and which is not intended to be stored on the User’s or Customer’s Personal Computer or Device. “Stream” (as a noun) means the digital audio or audiovisual transmission made in the process of Streaming.
“Street Date” means a date on which content within the Content Provider Repertoire becomes publicly available.

“Subscription Service” means a subscription service offering controlled by APPRISE MUSIC. of On-Demand Downloads and Streaming of sound and audiovisual recordings to Personal Computers and Devices, which may be accessed by Customers via Personal Computers and Devices, and which may be comprised of a software client and/or Internet websites, including without limitation the Boom Player web site.

“Term” means the period commencing on the Effective Date and continuing until the fifth anniversary of the Effective Date. The Term will automatically renew for additional one (1) year periods, unless terminated by either party upon no less than ninety (90) days’ written notice prior to the end of the then current Term.

“Territory” means the countries, regions, or territories specified in Exhibit E, unless, with respect to any particular Content Provider Repertoire, APPRISE MUSIC. has or shall have advised of a more limited definition of “Territory” with respect to such Content Provider Repertoire which territorial restrictions will be contained in the associated Metadata for the applicable Content Provider Repertoire.

“User” means a user taking advantage of any and all parts of the Service.

“Video Master” means a complete, digital copy of one or more individual audiovisual recordings that are part of the Content Provider Repertoire, along with associated Metadata, encoded in the Format.

Exhibit B

Royalty Rate for Content Provider Content

APPRISE MUSIC. Shall pay Content Provider the following royalties (the “Royalties”) in respect of each Digital Audio or Digital Video, as applicable, sold through the Service: sixty percent (60%) of Net Sales Revenue received in connection with the sale of such Digital Audio or Digital Video, as applicable. For the avoidance of doubt, Digital Audio and Digital Video are “sold” when a transaction for purchase of a digital download has been completed, and neither purchases of subscriptions to the Subscription Service nor plays initiated through the Subscription Service and the Advertising Supported Streaming Service constitute “sales” for purpose of calculating the Royalties.

Net Sales Revenue is defined in Exhibit A of this Agreement
Exhibit C

Subscription Service Fee

In the event APPRISE MUSIC. Offers the Subscription Service, then APPRISE MUSIC shall pay Content Provider the following fee (the “Subscription Service Fee”) in respect of each calendar month during the Term in consideration of the rights granted to APPRISE MUSIC. In respect of the Subscription Service: Content Provider’s Subscription Percentage during such month multiplied by sixty percent (60%) of Net Subscription Revenue received in connection with the Subscription Service in the applicable country of the Territory during such month.

Exhibit D

Content Provider Content Delivery Specifications

Audio File Format
For any electronically delivered content, either sent by S/FTP or external media, APPRISE MUSIC. Only accepts the following formats for audio files: mp3

Metadata
The metadata in each album folder needs to contain the following information for the album at minimum:
• Publication year
• Content Provider
• Album name
• Total length
• Publisher
• Genre

The following information is required for each track at minimum:
• Filename
• Track name
• Track length
• Track number
• Track Lyrics where possible
• Genre

The metadata must be Valid and Well Formed XML. The XML Schema for the metadata XML documents must be the same for all components delivered.

Exhibit E

Territory: WORLD

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