MUSIC DISTRIBUTION AGREEMENT

February 23, 2020

Please read the following distribution agreement (the “Agreement”) carefully. This is a legal agreement
between you (“you” or “Owner”) and CV Netrilis, "Netrilis.com” (“Netrilis”). By clicking on the “accept”
or “yes" or "agree" or "setuju" button at the submission form you agree to be legally bound by these terms
and conditions and in particular you are warranting that you are the Owner of all rights title and interests in
the Intellectual Property Rights in the content and all the components involved in the content that you wish
to upload. If you are not the Owner or the account holder or if you don’t agree with these terms and
conditions then you must not upload the content.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions
Words shall have the meanings given to them in this Agreement, including without limitation as set out
below
a. Content​ - means sound recordings, video content (i.e., audiovisual works), and the musical works
embodied in such sound recordings and video content, and any album related artwork, photos, liner
notes, metadata and other material related to your sound recordings and video content that you have
provided to Netrilis, either by digital upload to the Website or by delivery of Physical Product, either
directly or via a third party acting on your behalf.
b. Distributor​ - The person or legal entity duly authorised as distributor by the Owner of the content;
c. Fees​ - The fees and other amounts payable under this Agreement, including those specified in Clause
6;
d. Intellectual Property Rights​ - All current and future rights of copyright and all rights in the nature of
copyright in all language and all other intellectual property rights of whatever nature, whether
registered or unregistered, including trademarks and design rights to which you now or may at any
time after the date of this Agreement be entitled by virtue of or pursuant to any of the laws in force
on a worldwide basis;
e. Marketing Materials​ - All lyrics, text, photographs, pictures and graphics for use in a catalogue with
the Track.
f. Net Revenue​ - In relation to any Track, the price paid by any purchaser of the Track after deduction
of : (i) VAT and other sales tax, (ii) import duties or similar government levies; (iii) deduction of a
Partner's fees;
g. Owner​ - The owner;
h. Partners​ - The music retailers that you have selected when uploading the content;
i. Submitter​ - refer to Account, account holder or uploader;
j. Netrilis​ - Netrilis limited a company registered in Indonesia;
k. Track​ - Means the music track(s) to be uploaded by you pursuant to these terms and conditions
including the musical composition, lyrics and the recording;
l. VAT​ - Means:(i) value added tax as defined in the Value Added Tax Act 1994 and(ii) any similar tax
in any other jurisdiction; and
m. you​ - The Owner or Distributor who has an account with Netrilis and who wishes to upload a
content(s) pursuant to the terms of this Agreement.

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1.2 Interpretation
In this Agreement, unless the context otherwise requires:
a. The singular includes the plural and vice versa;
b. References to persons include individuals, trusts, partnerships, unincorporated bodies, government
entities, companies and/or corporations (in each case whether or not having separate legal
personality);
c. 'including\’ (or similar words) means including without limitation;
d. References to "writing" or "written" include by email;
e. Clause headings do not affect their interpretation; and
f. References to legislation (including any subsidiary legislation) include any modification or
re-enactment thereof

2. DURATION

2.1 This Agreement shall commence from the date of the upload of the content and continue for the period
of three years (the “Initial Termâ€​) at which point it will be renewed for successive periods of one year
unless terminated earlier:
a. By you on written notice to expire at any time subject to the provisions of clause 2.2; or
b. By us on immediate notice at any time at our sole and absolute discretion and without the
requirement to give any reasons for termination.

2.2 If you serve notice of termination you acknowledge that Netrilis may be obligated to supply the content
to a Partner for a period beyond the terms of this agreement and you agree that Netrilis may continue to
supply the content to such Partner(s) until Netrilis may withdraw the content without being in breach of
terms of the Partner agreement. Netrilis will use its reasonable endeavours to do so but you should be aware
that if the Partner(s) consent this will still take approximately one to two months for withdrawal of the
content from all Partner sites.

2.3 Notice may be served by email by you to [[email protected]] and by Netrilis to you at the email address
provided by you when you register an account with Netrilis or any subsequent email address that you notify
to Netrilis. Notice is deemed served upon sending without the requirement for a read notice or other
confirmation. Please note that any failure to maintain a current email account or to notify us of a change
does not affect the validity of service of notice on you by Netrilis.

3. GRANT OF LICENCE

3.1 In consideration of Netrilis performing its obligations pursuant to the terms of this Agreement you grant
to Netrilis the non exclusive rights for the duration of this Agreement and any run off period referred to in
clause 2.2:
a. To hold, perform, market, publish and distribute the content in a digital format as part of Netrilis's
catalogue of music for commercial exploitation and sell the content to customers online via Netrilis's
website;

© 2020 CV Netrilis. All rights reserved

 b. To grant a sub-licence/media distribution agreement (on terms to be agreed between Netrilis and the
respective Partner at Netrilis's sole and absolute discretion) to Partners of the right to hold, perform,
market, publish and sell the content; and/or
c. To use such of the Marketing Materials as Netrilis or a Partner sees fit.

3.2 You shall retain ownership of all Intellectual Property Rights in the content and the Marketing Materials.

3.3 You waive your moral rights save for the right to be identified as the author or, if a Distributor, attribute
the author to the content.

4. NETRILIS’S OBLIGATIONS

4.1 Netrilis shall seek to sell the content in accordance with the terms of the licence granted pursuant to
clause 3.1, but Netrilis gives no warranty that the content will be made available to Partners or for download
from Netrilis's website or if it is made available for sale via a Partner or Netrilis's website that any sales will
be made.

4.2 Netrilis reserves the right to withdraw the content (and the Marketing Materials) from its catalogue and
from any of its Partner's catalogues at any time (in addition to and without prejudice to the rights of
termination set out in clause 2.1.b) without notice on the grounds of quality or if there are grounds to suspect
that the content (or the Marketing Materials) infringes a third party's Intellectual Property Rights.

5. SUPPLY OF TRACK AND MARKETING MATERIALS

5.1 You many only submit the Track via upload in either a .wav or .mp3 format and any text for Marketing
Materials should be compatible with Word and any photographs/graphics or pictures for Marketing
Materials must be uploaded as .jpg or .gif format.

5.2 Netrilis will where possible use the Marketing Materials with the Track and procure that the Partners use
the Marketing Materials but gives no warranty or assurance and accepts no obligation to use the Marketing
Materials other than to credit you or if you are a Distributor, your named author with being the author of the
Track in Netrilis's catalogue if the Track is listed in the catalogue.

5.3 You as the submitter with Netrilis are the only individual that is permitted to upload content and are
responsible for and will be held accountable for any unauthorised use of your account on a full indemnity
basis.

6. FEES
a. You shall pay to Netrilis the amounts detailed on Netrilis's website. Netrilis reserves the right to: (i)
deduct any outstanding amounts from payments that Netrilis may owe to you; and/or (ii) suspend the
provision of Netrilis's services pursuant to this Agreement.
b. Netrilis shall pay to you 75% of the Net Revenue for your Track for the duration of this Agreement.

© 2020 CV Netrilis. All rights reserved

 c. Netrilis pay all Fees on 45 days after the preceding month subject to there being a minimum amount
of 50 USD due. If there is less than 50 USD due then the Fees are not payable and Netrilis shall
withhold payment until such time that there is 50 USD due and payable to you or termination of this
Agreement.
d. Netrilis will make available the report of the downloads of your Track, which you will be able to
access via your email.

7. LIABILITY

7.1 Netrilis does not seek to exclude or limit any liability for personal injury or death arising from Netrilis's
negligence; fraud or fraudulent misrepresentation; or any other liability to the extent the same cannot be
excluded or limited by law.

7.2 Netrilis's liability in contract, tort (including negligence), misrepresentation (whether innocent or
negligent), breach of statutory duty or otherwise arising out of or in connection with this Agreement shall
not extend to any loss of profits or any special, indirect or consequential loss or damage whatsoever.

7.3 Subject to the provisions of clauses 7.1 and 7.2, in no event shall Netrilis's liability (whether in contract,
tort (including negligence) or otherwise) and in respect of all claims, losses and damages arising under this
Agreement shall not exceed the total amount received by Netrilis from you as payments of Fees as part of
distribution cost and or Netrilis's commission for sale of the Tracks.

8. THIRD PARTY OBLIGATIONS

8.1 You shall be solely responsible for securing and paying for digital phonorecord delivery, mechanical,
public performance and any other licenses (as applicable) required from musical composition copyright
owners or their agents in connection with Company's exploitation of rights hereunder, as well as royalties
due to artists, producers and other persons who performed in the making of the Recordings and all payments
that may be required under collective bargaining agreements or pursuant to any statutory schemes.

8.2 For digital download sales in the United States, your payment typically includes the mechanical royalty
on the underlying composition. In the case of the iTunes Match service, your payment includes a publishing
portion that covers both the mechanical and public performance royalties. If you do not own or control the
underlying composition(s) in your sound recording(s), it is your obligation to pay these publishing royalties
to the person or entity that does. Outside of the United States, Company customarily requires Consumer
Stores to secure and pay for music publishing licenses (and such license fees may or may not be deducted by
the Consumer Store concerned from the proceeds payable to Company). If any Consumer Store outside of
the United States does not agree to secure and pay for music publishing licenses, Company shall have the
right, in its sole discretion, to either (i) decline to license such Consumer Store or (ii) assume the
responsibility to clear and pay for the music publishing licenses required in connection with such Consumer
Store's Sales, which license fees Company shall have the right to deduct from amounts payable to you

© 2020 CV Netrilis. All rights reserved

hereunder. To the extent that Company is required or elects, in its sole discretion, to pay any of the
foregoing amounts, such payments will be deducted from any amounts otherwise payable to you hereunder.

9. WARRANTIES
You warrant, represent and undertake on a full indemnity basis to Netrilis that:
a. You are acting as principal not agent and have the right, power and authority to enter into this
Agreement as the account holder and without obtaining any consents of any third parties;
b. If you are the account holder on behalf of a band or a group, that all individuals concerned have
assigned ownership of all rights title and interest in the Intellectual Property Rights in the Track to
you and that you do not need to obtain any further consents and further that Netrilis will not have any
obligation to make any further payments;
c. If you are the Owner that: you are the sole Owner of all rights title and interest in the Intellectual
Property Rights in all components of the Track without limit of territory or time period and the Track
is your sole and original creation and you do not need to obtain the consent of any licensor of any
Intellectual Property Rights in the Track;
d. If you are the Distributor that: the Track is the sole and original creation of the artist for whom you
are distributing the Track and that artist is the owner of all rights title and interest in the Intellectual
Property Rights in all components of the Track and you do not need to obtain the consent of any
licensor of any Intellectual Property Rights in the Track;
e. You have not copied any element of the Track or the Intellectual Property Rights in the Track;
f. You have not charged or assigned by way of security any of the Intellectual Property Rights in the
Track;
g. If you are in a country where it is a legal requirement, that you have registered and will maintain
registration of your copyright ownership of the Track;
h. The Track and/or the Intellectual Property Rights are not subject to any claims or litigation, are free
from all liens and encumbrances, do not infringe any rights (whether of intellectual property of
otherwise) of any third party or not otherwise unlawful; and
i. You are the owner of all rights title and interest in the Intellectual Property Rights in the Advertising
Materials or if any elements of the Advertising Materials are owned by a third party then your
uploading of such Advertising Materials and making available to Netrilis and Partners pursuant to
this Agreement is permitted by and does not constitute a breach of the terms or conditions of any
licence agreement.

10. INDEMNITY
You shall fully indemnify and keep indemnified and hold harmless Netrilis from and against any losses,
damages, liability, costs (including legal fees) and expenses incurred by Netrilis as a result of or in
connection with any breach of warranty (clause 8), action, demand or claim whatsoever that arises in
connection with Netrilis's (or any Partner's) use or sale of the Track or Advertising Materials whensoever
and howsoever arising anywhere in the world.

11. ENTIRE AGREEMENT

This Agreement contains the whole agreement between the parties relating to its subject matter and
supersedes any prior agreements, representations or understandings between them unless expressly

© 2020 CV Netrilis. All rights reserved

incorporated by reference in this Agreement. Each party acknowledges that it has not relied on, and shall
have no remedy in respect of, any representation (whether innocent or negligent) made but not expressly
embodied in this Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent
misrepresentation.

12. CONFIDENTIALITY
You shall keep all information in relation to this Agreement confidential for the duration of this agreement
and the period of two years after termination of this agreement save for when such information becomes part
of the public domain or is required to be disclosed by law. Netrilis shall abide by the terms of its Privacy
Policy subject to the following and by accepting these terms and conditions you consent to:
a. If Netrilis is requested to supply your details as part of a third party claim for infringement of
Intellectual Property Rights by a Track (or Marketing Materials) uploaded by you, you confirm and
agree that Netrilis may provide all details provided by you to Netrilis to in relation to your account
and such Track (or Marketing Materials) to the person making such request in Netrilis's sole and
absolute discretion; and
b. If, in Netrilis's sole and absolute discretion, Netrilis suspects that the Track or the Marketing
Materials infringe a third party's intellectual property rights then Netrilis shall be entitled to supply
your details to any intellectual property office, customs and revenue or law enforcement agency.

13. GENERAL
a. Except as otherwise expressly stated, time shall not be of the essence with regard to the parties
obligations under this Agreement.
b. Provisions which by their terms or intent are to survive termination of this Agreement will do so.
c. The parties are independent and not partners, principal and agent, or employer and employee, or in
any other relationship of trust to each other.
d. This Agreement is not intended to and does not give any person who is not a party to it any right to
enforce any of its provisions.
e. No party may assign, subcontract or encumber any right or obligation under this Agreement, in
whole or in part, without the other's prior written consent or except as expressly permitted in this
Agreement.
f. No amendment or variation of this Agreement will be valid unless agreed in writing by an authorised
signatory of each party.
g. If any clause in this Agreement (or part thereof) is or becomes illegal, invalid or unenforceable under
applicable law, but would be legal, valid and enforceable if the clause or some part of it was deleted
or modified (or the duration of the relevant clause reduced), the relevant clause (or part thereof) will
apply with such deletion or modification as may be required to make it legal, valid and enforceable,
and the parties will promptly and in good faith seek to negotiate a replacement provision consistent
with the original intent of this Agreement as soon as possible.
h. Unless otherwise expressly agreed, no delay, act or omission by either party in exercising any right
or remedy will be deemed a waiver of that, or any other, right or remedy.
i. This Agreement shall be binding upon, and enure to the benefit of, each of the parties, their
respective personal representatives and their respective successors in title.

© 2020 CV Netrilis. All rights reserved

14. LANGUAGE
The language of this Agreement is English. All documents, notices, waivers and other written
communications between the parties in relation hereto will be in English.

15. GOVERNING LAW AND JURISDICTION

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter is
governed by and shall be construed in accordance with the laws of Indonesia. The parties irrevocably submit
to the exclusive jurisdiction of the courts of Indonesia to settle any disputes and claims which may arise out
of, or in connection with, this Agreement.

16. EXECUTION OF THIS AGREEMENT

a. To accept these terms and conditions and commence uploading a content please click on the "accept"
button on submission form.
b. by clicking “accept” or “yes" or "agree" or "setuju" you agree to enter into this digital distribution
agreement with Netrilis under the terms and conditions specified above. If you don’t agree with the
terms and conditions or don’t want to engage Netrilis to distribute your content, do not click “accept”
or “yes" or "agree" or "setuju".

© 2020 CV Netrilis. All rights reserved