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1. BACKGROUND

1.1. ALOADED is a company which distributes and exploits Recordings.

1.2 The Company owns and controls Recordings and wishes to appoint ALOADED as its exclusive digital distributor of such Recordings.

1.3 This Agreement sets forth the terms and conditions under which ALOADED has agreed to act as the Company’s exclusive digital distributor of Recordings, during the Term and in the Territory.

2. GRANT OF RIGHTS AND SCOPE

2.1 Subject to the terms and conditions of this Agreement, during the Term and throughout the Territory, Company hereby appoints ALOADED as its exclusive distributor of Recordings, and grants to ALOADED the exclusive and irrevocable right to sell, copy, distribute, transmit, communicate and otherwise exploit the Recordings by all means and media (whether now known or existing in the future) via electronic transmissions in all digital channels of distribution and through any and all DSPs (now available and operational or available and operational in the future) (which shall include, for the avoidance of any doubt, a right to sublicense, assign or otherwise transfer all such rights to third parties).

2.1 The rights granted to ALOADED pursuant to this Agreement shall include the exclusive right for ALOADED, during the Term and throughout the Territory, to monetize and monitor so-called “user generated content” regarding the Recordings on ALOADED’s at each time relevant network of DSPs, and to collect income from such exploitations.

2.3 The Company’s grant of exclusive rights to ALOADED as set out in this Agreement shall mean that the Company is prohibited during the Term to grant any third party any digital distribution rights in the Territory in relation to any of the Recordings. For the avoidance of doubt, nothing in this Agreement shall be deemed to limit ALOADED’s rights or possibilities to enter into any agreements with and/or to provide any distribution services to any third parties.

2.4 Further, the Company grants ALOADED the non-exclusive right to, during the Term and throughout the Territory, use, store and publish, and to permit others to use, store and publish, at no additional cost: (i) the names, photographs, images, cover artwork, Metadata and other information relating to the Recordings, (ii) the Company’s trademark(s), service mark(s) or logo(s), and (iii) each artist’s and producer’s (whose performance are featured on, or who has produced, any Recording), approved likeness, name, voice, sound effects, biographical material or other information relevant for the Recordings. The Agreement does not include the obligation for ALOADED to distribute visual and/or audio-visual material or similar embodying the Recordings, or any other distribution services not specifically set out herein, unless the Parties agree otherwise in writing. If so, any references to “digital distribution” and/or “Recordings” shall, where suitable and applicable, be deemed to also include such other services / material.

3. DISTRIBUTION

3.1 ALOADED shall when distributing the Recordings observe and include the Metadata provided by the Company in accordance with ALOADED’s instructions.

3.2 The digital channels of distribution (including DSPs) that ALOADED uses to deliver the Recordings varies over time. ALOADED does not guarantee that any particular distribution channel will be used now or in the future or which terms the agreements with the third parties of such distribution channels will be subject to. ALOADED shall always be entitled to in its sole discretion decide how to perform its undertakings under the Agreement (including but not limited to which and how many distribution channels it wishes to utilize when performing its digital distribution undertakings). ALOADED makes no representation or warranty of any kind with respect to the proceeds that will or may be derived by ALOADED or the Company pursuant to this Agreement. The Company acknowledges and accepts that all such distribution channels are provided by third parties and that ALOADED has no responsibility or liability relating to such third parties’ provision of the distribution channels and thereto related services (including, but not limited to, for any interruptions, suspension of access, delays, errors, or if the Recordings for any other reason are not available on a particular DSP).

4. TERM

4.1 This Agreement shall be valid for an initial term of thirty-six (36) months from the date of signature by both Parties (the “Effective Date”). Following the expiry of the initial term, the Agreement shall be automatically renewed with thirty-six (36) months at a time, provided it is not terminated by one of the Parties with ninety (90) days written notice prior to expiry of the initial term or any renewal term (as applicable). The initial term and any prolongation term(s) are individually and collectively referred to as the “Term”.

4.2 Notwithstanding what is otherwise set out in this Agreement, the Parties agree that in relation to the Recordings covered by this Agreement, ALOADED shall have the right to distribute each Recording for a minimum period of twelve (12) months from the relevant delivery date of each Recording (the “Minimum Distribution Period”), meaning that should any Recordings have been delivered by the Company less than twelve (12) months prior to the termination of the Term (the “New Recordings”), each such New Recording shall continue to be subject to ALOADED’s exclusive distribution rights and relevant parts of this Agreement (including, but not limited to, what is set out in Section 2 above) until the expiry of the applicable Minium Distribution Period. Following the expiry of the last Minimum Distribution Period, ALOADED’s exclusive distribution right will cease. For the avoidance of doubt, the foregoing means that the Company may not delete/exclude from this Agreement, or grant to any third party any digital distribution rights in relation to, any New Recording before the expiry of the relevant Minimum Distribution Period.

5. TERRITORY

The Company’s exclusive appointment of, and grant of rights to, ALOADED under this Agreement shall cover the universe (the “Territory”), provided, however, that if, and solely to the extent, the Company’s rights to a particular Recording is limited to a smaller territory, then the Company may specify in the Platform Login which territory shall apply to that specific Recording (and for such Recording, such limited territory shall constitute the “Territory”). Notwithstanding the foregoing, the Company agrees that it shall have no right to reduce the Territory for any Recording during the Term.

6. ALOADED’S OBLIGATIONS

6.1 ALOADED’s obligations under this Agreement are limited to distributing the Recordings on the digital distribution channels and through the DSPs which ALOADED uses from time to time.

6.2 The distribution rights granted to ALOADED in this Agreement include, but are not limited to, a right to exploit the Recordings through sale, digital downloads, streaming (interactive, non-interactive and on-demand) and on cloud services.

6.3 Notwithstanding anything to the contrary in this Agreement, the Parties agree that ALOADED shall always be entitled to in its sole discretion decide how to perform its undertakings in the Agreement. The distribution channels (including DSPs) that ALOADED uses to distribute the Company’s Recordings may vary over time. ALOADED does not guarantee that any particular, or minimum amount of, distribution channels or DSPs will be used now or in the future, or under which terms the agreements with the third parties of such distribution channels or DSPs will be subject to. ALOADED makes no representation or warranty of any kind with respect to the proceeds that will or may be derived by ALOADED or the Company pursuant to this Agreement. The Company acknowledges and accepts that all distribution channels that may be used by ALOADED are provided by third parties and that all DSPs constitute third parties, and that ALOADED has no responsibility or liability relating to third parties’ provision of its services (including, but not limited to, for any interruptions, suspension of access, delays, errors, or if the Recordings for any other reason are not available on a particular distribution channel).

7. DISTRIBUTION FEE, ROYALTIES AND REPORTS

7.1 ALOADED is entitled to a distribution fee of 20% of the net amount of income.

7.2 This means that the Company will receive a royalty of 80% of the net amount of income.

7.3 For the purpose of this Section 7, “net amount of income” shall be equivalent to the net income actually received by ALOADED for exploitations of the Recordings in the Territory, less any tax, VAT, administrative fee or other external charge relating to the exploitation of the Recordings.

7.4 The Company shall be fully liable for any bank fees or other charges relating to any payments to the Company (including, but not limited to, bank fees, tax fees, currency/exchange fees and fluctuations, and other similar charges). ALOADED shall be entitled to deduct such fees and charges from any payments to the Company.

7.5 The income received will be subject to the conditions in the agreements between ALOADED, on one side, and DSPs and other providers of distribution channels, on the other side. Each DSP / service provider may provide different pricing structures and computation of compensation.

7.6 ALOADED shall report sales and account to the Company every calendar quarter. ALOADED shall provide statements of reported exploitations for which ALOADED has received full payment by the following dates: May 30 (Q1), August 30 (Q2), November 30 (Q3) and February 28 the following year (Q4). The royalty to the Company includes compensation for all costs relating to the Recordings, including but not limited to, recording costs and royalties to artists, musicians, producers and others involved in the production of the Recordings.

8. SELF-BILLING SCHEME AND PAYOUTS

8.1 Payments to the Company will be made by way of self-billing in accordance with the terms and conditions set forth in Appendix 8.1. This means that the Company does not have to generate invoices to receive its royalties. Instead, ALOADED will both produce and pay the invoice to the Company’s bank account after sending the Company the statement as set out in Section 7.6 above. In order for ALODAED to be able to produce and pay invoices, the terms of Appendix 8.1 must be fulfilled. ALOADED shall have no obligation to pay any amounts due to the Company if these terms are not fulfilled or the Company has failed to provide the necessary information to ALOADED in due time.

8.2 All royalties and other monies payable under this Agreement are exclusive of VAT which shall be payable in addition thereto on receipt of a valid VAT invoice. For Swedish Company’s only: If the Company is based in Sweden, the Company will need to be registered for F tax (Sw. F-skatt) to be able to receive royalties via ALOADED’s self-billing scheme. Swedish VAT (Sw. mervärdesskatt, moms) will be separately added to all prices/statements. If the Company is not registered for F tax, self-billing is not possible and the Company will in such case have to invoice ALOADED via a third-party self-employment company to receive its royalties.

8.3 The Company shall immediately inform ALOADED in writing if the Company’s obligation to pay VAT or F-tax changes. If the Company does not fulfil its obligations under this Section 8, the Company is liable to reimburse ALOADED all costs incurred by ALOADED as a result thereof.

9. THE COMPANY’S OBLIGATIONS

9.1 This Agreement shall cover the Company’s at all times complete catalog of Recordings (already existing and new releases).

9.2 The Company shall immediately following the Effective Date, at its sole cost, deliver the Company’s existing catalog of Recordings together with all information requested on the Platform Login (such as associated Metadata). Such delivery shall be made by uploading the Recordings and providing the requested information via the Platform Login. The Company shall during the Term promptly deliver any new releases of Recordings together with the, at the time, requested information in the way as set out in this paragraph. The Company undertakes to immediately notify ALOADED in case of any changes to any of its Recordings or the information relating thereto, by updating said information via the Platform Login. The Company further undertakes to immediately provide any updates or additional information requested by ALOADED from time to time through the Platform Login.

9.3 The Company is responsible to ensure that the Recordings and Metadata are technically satisfactory for exploitation and digital distribution (as applicable from time to time), and ALOADED reserves the right to refuse to accept and to distribute any Recordings and/or Metadata that do not meet the any such requirements or other standard requirements or specifications set by ALOADED and/or a third party service provider.

9.4 The Company agrees to inform ALOADED in the event of any changes to its VAT registration number or any other company details, or if the Company intends to transfer or sell its business (in whole or in part).

9.5 The Company is obliged to ensure that all agreements with performers (musicians and artists) and other relevant rightsholders includes a right for the Company to grant rights for digital distribution and any other use as set out in this Agreement.

9.6 The Company shall provide ALOADED with all information reasonably requested by ALOADED to be able to fulfil its obligations under this Agreement and shall promptly cooperate with ALOADED to resolve any operational and/or technical issues relating to ALOADED’s services or the provision of the Recordings in the distribution channels or through the DSPs.

10. WARRANTIES AND INDEMNIFICATION

10.1 The Company represents and warrants that it is the owner of, or the controller of, the master rights of the Recordings.

10.2 The Company guarantees that it will comply with all applicable laws, governmental regulations and requirements applicable to the Company, the Recordings and the performance of the Company’s undertakings, warranties and obligations set out in this Agreement.

10.3 The Company warrants and confirms that the Recordings and any usage thereof, by ALOADED and/or any third-party service providers/DSPs to which ALOADED sub-licenses the Recordings, does not infringe any intellectual property rights (including, copyrights, trademark rights, designs, database rights and all other intellectual rights and equivalent or similar forms of protection existing anywhere in the world) or any other rights of third parties. The Company confirms there are no liens, encumbrances or claims (pending or threatened) concerning the Recordings (other than customary royalty claims and similar). If any such lien etc. should arise during the Term, without limiting any of ALOADED’s rights or remedies, the Company shall immediately notify ALOADED thereof in writing, and shall take whatever steps as may be necessary or appropriate to defend / eliminate such lien etc.

10.4 The Company warrants and confirms that it has the competence and the authority to enter the Agreement and that there are no disabilities, restrictions or prohibitions for the Company to enter into this Agreement or to fulfil its obligations hereunder.

10.5 The Company shall fully indemnify ALOADED from any claims by reason of breach of any warranties or undertakings made under this Agreement. If a claim for damages is made against ALOADED due to an alleged violation or infringement of any third party’s rights, the Company shall bear (and fully compensate ALOADED for) the costs for the damages and all other costs arising out of such claim. If a third party would make or threaten to make a claim as stated above, ALOADED shall have the right to (in addition to any other rights or remedies it may have) withhold payments as a security for such claim.

11. ILLEGAL CONTENT AND USE OF RECORDINGS

11.1 The Company shall not use ALOADED, any of its distribution services or any DSP in any fraudulent and/or illegal way or for any such purposes.

11.2 Without limiting any of ALOADED’s other rights or remedies, ALOADED hereby reserves the right, without incurring any liability to the Company, to refuse to distribute or continue to distribute, and to temporarily block or permanently delete any Recordings on any distribution channels and/or on any DSPs, if, in ALOADED’s sole judgement: (i) the Company fails or is at risk of failing to clear any rights, obtain any licenses or pay royalties due in relation to such Recordings; (ii) the distribution of such Recordings may make ALOADED subject to liability for any reason or result in disputes or litigation, or infringes upon the rights of third parties; (iii) the Recordings may be offensive, pornographic, obscene, unlawful, defamatory or is subject to any fraudulent activity (including, but not limited to, “fake streams”); (iv) for any other reason is necessary to protect the business interests of ALOADED, or (v) would constitute a breach by the Company of any of its undertakings, guarantees or representations contained herein. The Company undertakes to immediately inform ALOADED in case it is made aware of, or has reason to believe, that any of the foregoing may apply.

11.3 The Company guarantees that it will not participate or help to create so called “fake streams” or “artificial streams”, directly or indirectly, as this may lead to damage for both Parties and may result in e.g. closed accounts at DSPs, and that it will undertake any and all efforts to avoid and counteract any such fake streams. The Company shall fully compensate ALOADED for any costs, penalties and/or other damage which ALOADED has or may suffer as a result of any fake streams or artificial streams relating to the Company or any of its Recordings.

11.4 Without limiting any of ALOADED’s other rights or remedies in this Agreement, in case of any suspected or confirmed breach by the Company of any of its undertakings in this Section 11, ALOADED shall (as decided by ALOADED in its sole discretion) be entitled to withhold any future payments and/or to terminate the Agreement with immediate effect and to exclude the Company and the Recordings from ALOADED’s services and any distribution channels and DSPs. In case of such a termination and/or exclusion as set out in the foregoing sentence, the Company’s right to receive royalties as set out in this Agreement shall be automatically forfeited as of the same date. Any payment withheld shall be released and remitted to the Company if the Company satisfactory remedies the breach (if capable of being remedied) (as decided by ALOADED in its sole discretion).

11.5 In case of any unauthorized distribution or exploitation of the Recordings by third parties, ALOADED shall have the right, but not the obligation, during the Term and in the Territory, to act on behalf of the Company for the purpose of pursuing copyright infringement, unfair competition and related claims and causes of action, against such third parties engaging in unauthorized distribution or exploitation.

12 LIABILITY

ALOADED’s liability under this Agreement shall at all times be limited to direct damages and per each twenty-four (24) month period to a total aggregate amount equal to the distribution fees actually received by ALOADED under this Agreement during the immediately preceding twenty four (24) months (or, if the Agreement has been in effect for a shorter period, the total aggregate liability amount shall be calculated as the sum of the average monthly distribution fee multiplied with twenty four (24)).

13. SYNC PROGRAMME

13.1 During the Term and in the Territory, the Company grants ALOADED the non-exclusive right to license, on the Company’s behalf, the Recordings for Sync (which shall include master rights and/or publishing rights owned/controlled by the Company, as applicable). Such license shall at all times be subject to the Parties’ prior agreement thereto following which the relevant Recording shall be subject to ALOADED’s Sync programme. The Company is obliged to contact and collect any necessary consents from relevant third parties (such as master owners, artists, composers and lyricists) before any Recordings are used by ALOADED for Sync purposes.

13.2 The Company will receive a royalty of 70% of the net amount of income actually received by ALOADED from licensees for any Sync (including “both sides”, i.e. master and publishing rights). Such net income shall be less any tax, VAT, administrative fee or other external charge related to the exploitation of the Recording for Sync purposes. The Company shall be solely responsible to account and pay to any relevant third parties their share of the Sync royalty.

13.3 The Company shall at all times be free to exclude any Recordings from ALOADED’s Sync programme and shall immediately inform ALOADED if any of the Company’s Recordings not subject to the Sync programme is represented by another sync or licensing company (on an exclusive or non-exclusive basis).

14. POST-TERM OBLIGATIONS

14.1 Upon the termination of the Term, ALOADED will account to the Company such exploitations (as set out in Section 7.6 above) which are reported during the present calendar quarter and the thereafter first following calendar quarter (“Final Accounting Period”). Within a reasonable timeafter the Final Accounting Period, ALOADED will prepare and provide to the Company a final statement setting forth the net amounts payable by ALOADED to the Company and thereafter pay the Company such amounts. ALOADED shall have no obligation to account or make any payments following its provision of the final statement and the thereto related payments as set out in the foregoing.

14.2 Upon the termination of the Term and subject to the Company’s written instructions thereof provided in due time to ALOADED, ALOADED will delete all Recordings distributed by it under this Agreement from the at the time utilized distribution channels and DSPs. For the avoidance of doubt, it is the Company’s responsibility to ensure that the Recordings are deleted by ALOADED in due time (in order to avoid e.g. any overlap in distribution rights for ALOADED and any other distributor), and any failure in this regard (including, but not limited to, by not providing sufficient instructions to ALOADED as set out in this Section 14.2, as decided by ALOADED in its sole discretion) shall be the sole liability of the Company.

15. CONFIDENTIALITY

The Company shall treat all information which the Company receives from ALOADED in connection with this Agreement (including, but not limited to, information about any third parties used to distribute the Recordings and any other contractual, technical or business information of ALOADED) as confidential. The foregoing shall not be construed as a prohibition to transfer such information to legal or financial representatives of the Company or to such persons and to such an extent as is necessary for the performance of the Agreement, or if otherwise necessary to comply with an order by a competent authority or court of law.

16. PERSONAL DATA

Within the scope of this Agreement, ALOADED will process personal data of the Company. The Parties agree that ALOADED will process such personal data as a data controller. Such processing will be carried out for the purpose of fulfilling its obligations under this Agreement, including but not limited to for uploading the Recordings to digital distribution channels and processing payments. The Company confirms that it has been provided with ALOADED’s privacy policy describing how ALOADED process personal data which is available on its website (here), and that it has provided this policy to all relevant data subjects.

17. FORCE MAJEURE

If by reason of any Force Majeure Event ALOADED shall be delayed in or prevented from performing any of the provisions of this Agreement, then such delay or non-performance shall not be deemed to be a breach of this Agreement and no loss or damage may be claimed by the Company from ALOADED subject to the Force Majeure Event. A “Force Majeure Event” shall mean an event out of the reasonable control of the ALOADED, such as but not limited to fire, earthquake, flood, extreme weather condition, epidemic, pandemic, civil disturbance, war, or any other event beyond the reasonable control of the ALOADED.

18. MISCELLANEOUS

18.1 ALOADED reserves the right to change the Agreement at any time without prior notice. The current version can always be found on the Platform Login. In case of any material changes to the Agreement, ALOADED will notify the Company via e-mail thirty (30) days before such changes come into effect. If the Company does not approve of such material changes, the Company may terminate the Agreement in writing with immediate effect within fourteen (14) days after ALOADED’s notification of the material changes. All other changes to the Agreement will become effective immediately once posted on the Platform Login.

18.2 The relationship between ALOADED and the Company here­under shall at all times be that of independent contractors, and nothing in this Agreement shall be deemed to constitute an agency or partnership between the Parties.

18.3 No waiver or amendment of any term or condition of this Agreement shall be binding upon either Party unless confirmed by a document duly signed by authorized representatives of the Parties. No waiver by any Party of any term or condition of this Agreement, or any part hereof, shall be deemed a waiver by such Party of any other term or condition of this Agreement, or of any later breach of this Agreement or of any part thereof.

18.4 In the event that any part of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction or other competent authority, such decision shall not affect any other part of this Agreement, and the remainder of this Agreement shall remain in full force and effect as though such invalid or unenforceable provision had not been contained herein.

18.5 The Company shall not be entitled to assign the Agreement (or any part hereof) or its rights or obligations under the Agreement to any other person or company. ALOADED shall be entitled to assign the Agreement (or any part hereof) and/or any of its rights and obligations hereunder to a third party. Such third party shall have the same rights and obligations as ALOADED under the Agreement.

18.6 In addition to what is otherwise set out in this Agreement, a Party shall be entitled to terminate the Agreement at any time with immediate effect upon written notice to the other Party, if the other Party:

a) commits a material breach of the Agreement and, if capable of being remedied, the breach is not remedied within thirty (30) days after having been notified thereof; or

b) enters into bankruptcy or liquidation or if similar actions are taken against or by such Party, or is otherwise reasonably deemed insolvent.

19. GOVERNING LAW AND DISPUTE RESOLUTION

19.1 This Agreement and all matters relating hereto shall be subject to and construed in accordance with the laws of Sweden, without regard to its conflict of law principles.

19.2 Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the SCC Arbitration Institute (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English.

APPENDIX 8.1 LETTER OF CONFIRMATION SELF-BILLING

This letter of confirmation has been entered into on this day by and between ALOADED AB (“ALOADED”) and the entity which has entered into the digital distribution agreement to which this letter of confirmation is attached (the “Supplier”).

1. ALOADED's undertakings

ALOADED will, by itself or through a third-party provider, issue self-billed invoices on behalf of the Supplier covering all payments that the Supplier is entitled to receive from the ALOADED. ALOADED will complete such invoices showing the above information provided by Supplier needed for the invoices (i.e. Supplier’s name, address, reg. number, VAT number (as well as any other details needed for the invoice to constitute a full VAT invoice).

2. Supplier’s undertakings

By signing this letter of confirmation, the Supplier agrees that ALOADED may issue self-billed invoices on behalf of the Supplier as set out in p. 1 above and that the Supplier will accept such invoices for as long as payments are due ALOADED to Supplier. The Supplier also undertakes not to issue separate invoices for payments covered by this letter. In addition to the information stated above in b) the Supplier undertakes to provide ALOADED with a copy of passport / ID of the authorized representative(s) of ALOADED (and any other information requested by ALOADED from time to time).

The Supplier guarantees that the information stated above in b) and the passport / ID copy is true and correct and further undertakes to promptly inform ALOADED in writing in case of any changes to the information above or other changes to their business, such as for example the Supplier no longer being registered for VAT. Supplier’s personal data will be processed in accordance with ALOADED’s privacy policy which is available on its website (here).

3. Governing law

This letter of confirmation and all matters relating hereto shall be subject to and construed in accordance with the laws of Sweden, without regard to its conflict of law principles.

Any dispute, controversy or claim arising out of or in connection with this letter of confirmation, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the SCC Arbitration Institute (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English.