Please read these terms and conditions carefully before using our services. By accessing our services, you agree to be bound
by all the terms and conditions of this Agreement, as amended from time to time. If you do not agree to these terms and
conditions, please do not use our services/ site.


Welcome to HIGHVIBES DISTRIBUTION we offer "Digital Download, Publishing and Distribution Service". This Artist Digital
Distribution Agreement ("Agreement") contains the terms and conditions of your use of our site and the services offered by
HIGHVIBES through the site.


The following, when accepted by you (whether as an individual, or as the authorized representative for an artist, band, group,
or corporation) shall be a binding contract.
By digitally selecting/approving the T&C column, you will be bound by this Agreement, which may be modified as further
described in Section 2 below.


1. Definitions
The following capitalized terms shall have the following meanings for purposes of this Agreement:


i. “Authorized Artwork” means album cover artwork and any other artwork relating to Your Authorized Content that
you provide to us. All such artwork will be deemed to have been properly cleared and/or licensed by you for all
purposes, unless you provide us with written notice to the contrary.


ii. Authorized Territory” means the Universe, or more limited territories, if you so choose, in the registration process.


iii. “Authorized Content” means sound recordings and underlying musical compositions that you have designated for
digital distribution by us. Any such sound recordings and the underlying musical compositions must be owned or
controlled by you and/or have been cleared by you for all purposes and rights granted and authorized hereunder
by you.


iv. “Copyright Management Information” means the digital information conveying information regarding a Digital
Master, such as your name, the title of the applicable album, the name of the song and the record company name.


v. “Digital Master” or “Digital Masters” means a copy or copies of Your Authorized Content in digital form.


vi. The “Effective Date” means the date on which your material becomes available for purchase.


2. Modification of this agreement
HIGHVIBES DISTRIBUTION, along with our partners and assignees collectively referred to in this Agreement as “us,” “we,” and
“DISTRIBUTOR”) reserves the right to add, delete and/or modify any of these terms and conditions contained in this
Agreement, at any time and at its sole discretion, by posting a change notice or a new agreement on the Site.
In the event of substantive changes to the terms of this Agreement, you will be notified by email. If any modification is
unacceptable to you, your only recourse is to discontinue use of our Service. Your continued use of our Service, following
posting of a change notice or new agreement on the Site, will constitute your binding acceptance of the changes.


3. Authorization:
You hereby appoint us as your authorized representative for the sale and other distribution of Your Authorized Content as
described below. While selling your music with HIGHVIBES DISTRIBUTION is non-exclusive, the rights granted by you to us
under this Artist Digital Distribution Agreement are exclusive, because online retailers do not want to receive the same
content delivered by multiple companies. Accordingly, you hereby grant to us the exclusive right, and to our partners (herein
each a “Partner”) the non-exclusive right, during the Term and throughout the Territory to:
(i) Reproduce and convert Your Authorized Content into Digital Masters.
(ii) Perform and make available, for promotional purposes and without remuneration to the artist, portions of Your
Authorized Content (“Clips”) by “streaming” to promote the license, sale and distribution of Digital Masters.
(iii) Promote, sell, distribute, and deliver Digital Masters (as individual tracks or entire albums) and associated metadata to
purchasers and resellers who may use such Digital Masters in accordance with usage rules approved by us;
(iv) Use and authorize others to license the use of and sale of Your Authorized Content in connection with all manner of
phone services, such as, but not limited to, sales or licenses of Digital Masters as downloads (including, without
limitation, downloads to cell phones) and for use as ringtones and ring back tones;
(v) Use so-called “kiosks” to distribute, market and promote Digital Masters, including, without limitation, by allowing the
burning of compact disc copies of any Digital Master or by allowing a copy of a Digital Master to be transferred to
personal devices;
(vi) Use and authorize others to allow copies of a Digital Master to be distributed as so-called “conditional” downloads,
whether tethered to a device, time limited, play limited or otherwise;
(vii) “Stream” and authorize others to “stream” Your Authorized Content, either on-demand or as part of an internet radio
service;
(viii) Use and distribute Copyright Management Information as embodied in a Digital Master;
(ix) Display and electronically fulfill and deliver Authorized Artwork used in connection with Your Authorized Content for
personal use, solely in conjunction with the applicable Digital Master.
(x) Use Your Authorized Content, Authorized Artwork, and metadata as may be reasonably necessary or desirable for us to
exercise our rights under this Agreement; and
(xi) Authorize our Partners to perform any one or more of the activities specified above.
(xii) You hereby authorize HIGHVIBES PUBLISHING Which is a sub-division of HIGHVIBES DISTRIBUTION to collect publishing
royalties on your behalf.
(xiii) If you are not affiliated with any PRO (Which we strongly advise that you should be a member of any, EG – BMI, PRS,
ASCAP in other for you to have direct access to your writer account and writers share of royalty) You hereby authorize
HIGHVIBES PUBLISHING in such situation to affiliate your compositions with one of our writer accounts with any of the PRO
of our choice in other to properly register your compositions and make them eligible for royalty collection which would in
turn be reported to you. Whenever you become a direct member of any PRO, you are obliged to inform us in other to
reregister your compositions properly.
While you are free to pursue other avenues to distribute your Content online, you hereby agree to grant HIGHVIBES
DISTRIBUTION the exclusive right to digitally distribute your Authorized Content to our partners in accordance with the grant
of rights chosen in your digital distribution service option. (e.g., to prevent multiple parties delivering the same content
multiple times to the same partners), for as long as you are signed up to deliver to those partners through HIGHVIBES
DISTRIBUTION. Furthermore, you grant HIGHVIBES DISTRIBUTION the exclusive right to digitally distribute your content to
future partners that naturally fit within your chosen distribution option, unless specified otherwise by way of set restrictions
in your member site.


4. Term:
The Term of this Agreement will commence on the Effective Date and will continue, unless and until terminated by either
you or us. Although HIGHVIBES DISTRIBUTION has the sole right to terminate this contract anytime in its own sole personal
decision if the company deem it incapable of distributing your content anymore. We also have the right to terminate this
Agreement immediately if We believe you are engaging in fraudulent or illegal activity, or following any behaviour deemed
by Us as threatening, disrespectful, unprofessional, or otherwise carried out by You or any associated parties. Any breach of
our terms and conditions by you would result in termination of this contract.


5. Royalties/subscription/Accounting
i. Withdrawals can only be made when an artiste has reached the minimum threshold of 25GBP (25 POUNDS). Payment
will constitute full and adequate consideration for all rights granted, and all obligations undertaken by you in this
Agreement.


ii. Withholding royalties(¨escrow¨) for blocked accounts: We may block and withhold revenues in any Client’s account
that are received in connection with content that we believe, in our sole discretion, violate the Terms of Service or the
agreements we have with DSPs. The money is kept in escrow for a timeframe of 24 months or until a claim is received.
The royalties will be held in escrow in order to be able to respond in the following situations:
a. An End User proves his account is not fraudulent, and therefore, royalties will be made available to the End
User.
b. We receive claims from DSPs asking for a refund of the royalties in case any DSPs deems it was generated
through unauthorized or fraudulent activity. (As mentioned above, DSPs have the right to reclaim these
royalties during a timeframe of 24 months).
c. We receive claims from legitimate rights holders, claiming the payout of the royalties that have been
retained, plus royalties that already have been paid to End Users with claimed unauthorized or fraudulent
activity.


iii. HIGHVIBES Self-Billing Policy Annual Premium Subscription Upon subscribing to our annual premium plan, you enjoy
a seamless and uninterrupted experience for the duration of the subscription. As the end of your subscription year
approaches, an automatic renewal process to ensure that you maintain access to our premium services without any
disruption will be implemented.


Automatic Renewal: At the end of your annual premium plan, we will automatically charge the credit card that was
used for the previous payment. This ensures a hassle-free renewal process, allowing you to focus on enjoying our
premium services.


Payment Failure: In the event that the automatic payment attempt is unsuccessful, we will deduct the subscription
fee directly from the royalties available on your dashboard. This means that your account may temporarily have a
negative balance based on the amount needed for the premium plan renewal.


Notification: To provide transparency and ample time for you to manage your account, we will send a notice email
one week before the expiration of your premium plan. This email will include details about the upcoming renewal, the
amount to be charged, and instructions on how to update payment information if necessary.


Response and Payment: Should you wish to make any changes or if there are any issues with the automatic renewal
process, we ask you to respond to the notice email or take the necessary actions through your account dashboard.
This will help us address any concerns promptly and ensure a smooth renewal process. If we do not receive any
response or payment by the specified date after the notice email, we will proceed with the automatic renewal using
the designated payment method or deduct the subscription fee from your dashboard royalties.


iv. We will maintain books and records, which report the sale or other licensed uses of your Digital Masters. You may, but
not more than once a year, at your own expense, examine those books and records. You may make these examinations
only for verifying the accuracy of the statements sent to you. All such examinations will be in accordance with GAAP
procedures and regulations. You may make such an examination for a particular statement only once, and only within
one (1) year after the date, we send you that statement. You may make such an examination only during our usual
business hours, and at the place where we keep the books and records to be examined. If you wish to make an
examination, you will be required to notify us at least thirty (30) days before the date when you plan to begin it. We
may postpone the commencement of your examination by notice given to you not later than five (5) days before the
commencement date specified in your notice; if we do so, the running of the time within which the examination may
be made will be suspended during the postponement. If your examination has not been completed within one (1)
month from the time you begin it, we may require you to terminate it on seven (7) days' notice to you at any time; we
will not be required to permit you to continue the examination after the end of that seven (7) day period. You will not
be entitled to examine any other records that do not specifically report sales or other licensed uses of the Digital
Masters. You may engage a certified public accountant to make such an examination for you, but not if his/her firm has
begun an examination of our books and records for anyone else, unless the examination has been concluded and any
applicable audit issues have been resolved. Such certified public accountant will act only under an acceptable
confidentiality agreement, which provides that any information derived from such audit or examination will not be
knowingly released, divulged or published to any person, firm or corporation, other than to you or to a judicial or
administrative body in connection with any proceeding relating to this Agreement.


v. If you have any objections to a statement, you will give us specific notice of that objection and your reasons for it within
one (1) year after the date when we are required to send you that statement. Each statement will become conclusively
binding on you at the end of that one (1) year period, and you will no longer have any right to make any other objections
to it. You will not have the right to sue us in connection with any statement, or to sue us for License Fees on sales and
licenses during the period a statement covers, unless you commence the suit within that one (1) year period. A
commenced suit on any controversy or claim concerning statements rendered to you under this Agreement in a court
of competent jurisdiction, the scope of the proceeding will be limited to determination of the amount of the License
Fees due for the accounting periods concerned, and the court will have no authority to consider any other issues or
award any relief except recovery of any License Fees found owing. Your recovery of any such royalties will be the sole
remedy available to you by reason of any claim related to our statements.


6. Right to Withdraw Material:
You have the right to withdraw your permission for the sale or other uses of Your Authorized Content and Authorized Artwork,
upon written notice to us (“Withdrawal”). Within Five (5) business days following our receipt of your notice of Withdrawal,
we will advise our partners that they are no longer authorized to offer the sale or other use of Your Authorized Content or
Authorized Artwork. Sending of your notice of Withdrawal will not limit your responsibility for sales and other uses of Your
Authorized Content and/or Authorized Artwork that occurred prior to the implementation of such Withdrawal and will not
limit in any way the rights of end users who have acquired Your Authorized Content or Authorized Artwork.
Takedown is not FREE for FREEMIUM USERS, there’s a 1GBP/TRACK & 10GBP/VIDEO charge attached for every takedown.
HIGHVIBES DISTRIBUTION is not responsible for any delays of our Partners in removing Your Authorized Content and
Authorized Artwork.


7. Names and Likenesses; Promotional Use and Opportunities
i. You hereby grant to us, during the Term, the right to use and to authorize our partners to use the names and
approved likenesses of, and biographical material concerning any artists, bands, producers and/or songwriters, as
well as track and/or album name, and Authorized Artwork, in any marketing materials for the sale, promotion and
advertising of the applicable Digital Master, which is offered for sale or other use under the terms of this Agreement
(e.g., an artist or band name and likeness may be used in an informational fashion, such as by textual displays or
other informational passages, to identify and represent authorship, production credits, and performances of the
applicable artist or band in connection with the exploitation of applicable Digital Masters).
ii. You hereby grant to us and our partners the right to market, promote and advertise the Digital Masters as available
for purchase or license, as we and they determine in our and their discretion.
iii. You hereby authorize us to register all your releases for our YouTube sound recording service (Content ID). This
would enable us to collect all royalties on your behalf from any visual content on YouTube that contains releases
that were distributed by you through HIGHVIBES.
iv. You hereby authorize us to deliver your release to all of our current retail partners with no exception under any
circumstance, you also authorize us to deliver your release(s) to our future partners automatically with no exception
under any circumstance.


8. Ownership
Subject to your rights hereunder or under any prior agreement between us, all right, title and interest in and to:
i. Your Authorized Content and Authorized Artwork
ii. The Digital Masters
iii. The Clips
iv. All copyrights and equivalent rights embodied therein, and
v. All materials furnished by you, shall be yours.


9. Termination and Effect of Termination
The expiration or termination of the Term will not relieve you from you obligations incurred prior to or during the Term.
Accordingly, applicable provisions of this Agreement will continue to apply even after the expiration of the Term.


10. Indemnification & Refund Policy
You hereby indemnify, save, and hold us harmless from any and all damages, liabilities, costs, losses and expenses (including,
but not limited to, legal costs and attorneys' fees) arising out of or connected with any claim, demand, or action which is
inconsistent with any of the warranties, representations, covenants or agreements made by you in this Agreement, including,
but not limited to, your representations and warranties regarding copyrights or any other rights in and to any other forms of
intellectual property. You will reimburse us, on demand, for any payment made by us at any time with respect to any damage,
liability, cost, loss or expense to which the foregoing indemnity applies. Pending the determination of any claim, demand, or
action, we may, at our election, withhold payment of any monies otherwise payable to you hereunder in an amount which
does not exceed your potential liability to us pursuant to this paragraph. We can only issue a refund of any annual paid plan
if you haven’t distributed any release and this can only be within the first 30 days of your subscription, we won’t issue any
refund if you have distributed at least one song for an artist or after 30 days of you joining the subscription plan, There's no
refund policy for monthly premium subscriptions.


11. Additional Representations and Warranties of the Parties
i. You represent and warrant that you have the full authority to act on behalf of any and all owners of any right, title
or interest in and to Your Authorized Content or Authorized Artwork, or metadata.
ii. You represent and warrant that you own or control 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 us and our Licensees shall
not violate or infringe the rights of any third party.
iii. You and we represent and warrant that we will not act in any manner which conflicts or interferes with any existing
commitment or obligation of the other party, and that no agreement previously entered into by you or us will
interfere with our performance of our obligations under this Agreement.
iv. Each party represents and warrants that it shall perform its obligations hereunder in full compliance with any
applicable laws, rules and regulations of any governmental authority having jurisdiction over such performance.
v. We make no guarantees whatsoever about there being any minimum sales or uses of any Digital Master, Both Free
& Paid plan users have access to our playlist pitching service; We still reserve the sole right to decide which song
could be pitched or not as this is an editorial decision from HIIGHVIBES. Hence - No client can impose on the
company to compulsorily pitch a track for playlisting.
vi. HIGHVIBES would not be held liable for failure to perform or delay in performing any obligation under this
Agreement if the failure or delay is caused by any circumstances beyond our reasonable control, including but not
limited to ‘acts of God’, war, civil commotion or industrial dispute. If such act shall make performance of this
Agreement impossible for more than three months this agreement shall be treated as frustrated and terminated
at that date.


12 Disclaimer and Limitations.
i. HIGHVIBES does not represent or warrant that the site, services, or its use: (a) will be uninterrupted, (b) will be
free of inaccuracies or errors, (c) will meet your requirements, or (d) will operate in the configuration or with the
hardware or software that you use.
ii. HIGHVIBES makes no warranties other than those made expressly in this agreement and hereby disclaims any and
all implied warranties, including, without limitation, warranties of fitness for a particular purpose, merchantability,
and non-infringement.
iii. HIGHVIBES will not be liable to you or any third party for any consequential, incidental, indirect, punitive, or special
damages (including damages relating to lost profits, lost data or loss of goodwill) arising out of, relating to, or
connected with the use of the HIGHVIBES service, based on any cause of action, even if advised of the possibility
of such damages.


13. Intellectual Property/Copyright Infringement Claims
HIGHVIBES respects the intellectual property of others and takes the protection of copyrights and all other intellectual
property very seriously and asks that its users do the same. Infringing activity will not be tolerated on or through the Site
or Services.


HIGHVIBES will promptly remove or disable materials from the Site that HIGHVIBES believes in good faith, following its
receipt of notice that the materials, content uploaded infringe a third party’s rights. Whether or not HIGHVIBES disables
access to or removes materials, HIGHVIBES may attempt to forward the written notification, including the complainant’s
contact information, to the user who posted the content and/or take other reasonable steps to notify the user that
HIGHVIBES has received notice of an alleged violation of intellectual property rights or other violation.
HIGHVIBES may also, in its discretion, terminate the accounts of repeat copyright infringers and shall charge Five (5)
Pounds on any such user who infringes third party rights or of those who post inaccurate or unlawful content.
Takedowns: We will initiate takedowns of suspicious content for blocked accounts and all content that is involved in
fraudulent issues. However, please also note that any content may be marked as suspicious by DSPs at their sole discretion
and may be taken down at their discretion. Any content that is been taken down due to infringement report from any
DSP would also attract the normal takedown charge regardless of any other charge that might arise as liabilities due to
the infringement.


HIGHVIBES anti-fraud policy

HIGHVIBES warning system:

HIGHVIBES will issue up to 2 warnings to a client before
considering terminating their account — except in extreme cases of violation and prejudice to our business, where we
may be forced to terminate an account immediately. The purpose of the warnings is to place the potentially
fraudulent/infringing sub-account/account under closer scrutiny by the Client and/or ourselves and provide an
opportunity to correct the situation. HIGHVIBES expects Clients to investigate such warnings and act accordingly in a
timely manner so as to ensure that their actions, or that of their end users/sub-accounts, do not lead to repeated
infringement. HIGHVIBES will notify a client of any violation within 3 business days of the issue being discovered or
reported to HIGHVIBES. Such violations include, but are not limited to:
i. Intellectual property or trademark violations
ii. Significant levels of artificial streaming
iii. Violations of any of the DSPs' Terms of Use

iv. Violations of YouTube’s monetization policy


First warning: A first warning will be issued in the cases of repeating violations; For parent-child accounts (when the same
sub-account occasions an additional violation within 60 days of the issue first being reported to the Client) and For
nonparent-child account (when the same type of violation occurs within 60 days of the issue first being reported to the
Client). Second warning: A second warning will be issued in the following cases:
i. For parent-child accounts: Failure to act against an end user's violation within reasonable timeframes and/or
indicated deadlines on repeated occasions.
ii. For parent-child accounts: An increasing number of new infringing/fraudulent end users under the Client’s
account within a 60 days period.
iii. For non-parent-child accounts: Repeated cases of the same type of violation.
Review for account termination: Upon the issuance of a second warning, HIGHVIBES will discuss with the client a plan,
including specific quotas, in order to avoid extreme actions against their account. However, HIGHVIBES maintains the
right to decide when to withdraw access to distribute to the DSP(s) via a HIGHVIBES Deal and to terminate the Client's
account. These actions are considered a "last resort" but will be done at HIGHVIBES sole discretion and regardless of the
number of fraud cases associated with the Client. Consequences of fraudulent activities If we deem that a client and/or
their End User is breaching the Terms of service, we will have the right to take the following actions:


i. Takedown Content by HIGHVIBES
ii. Withhold Royalties and place them in escrow
iii. Disable distribution to specific DSPs for the Client and/ or their end users iv. Terminate end user
accounts
v. Terminate the client’s account


To the extent any fraudulent and/or infringing activities are determined to be caused by the Client or their End Users’
actions, we will have the right to terminate the contractual relationship and close the account at any point. Any costs
incurred by us or our providers (including legal fees and expenses) in connection therewith may, in addition to other
remedies, be deducted by us from any future payments due to a client. Additional legal action may be taken if damages
exceed withholdings.


Unblocking an account: The Client will receive a ticket or notice via email indicating we have detected potential infringing
or unauthorized activity. The corresponding account will be blocked preventively while information from the Client will
be required. When the Client provides the requested information within 5 working days, and the information can be
verified, the account will be unblocked. We may request the Client to take the following steps in order to unblock the
account:


i. The Client’s information must be fully fixed
ii. The Client must send us a copy of an identification document (passport or national ID).
iii. In most cases, we also request artist profiles, website URL(s), Twitter, Facebook, Instagram, etc., and profile
information from the artist in order to contrast this with the sales data. The Artist’s profile must have historical
data to support the sales data.


Blocked account policy: In the case where a client cannot or refuses to provide the requested information within 5
working days, we may block and withhold revenues in their account that are received in connection with content that we
believe, in our sole discretion, to violate our Terms of Service or violate our agreements with DSPs.
Clients with blocked accounts will not be able to access the platform and, therefore, any of our services and also, client’s
content will be taken down.
Royalties will be kept in escrow until a timeframe of 24 months has passed. Please note that DSPs contractually have the
right to reclaim royalties during a timeframe of 24 months. That is why we need to respect this period as well.


14. General Provisions/Miscellaneous


i. The parties hereto agree and acknowledge that the relationship between them is that of independent contractors.
This Agreement shall not be deemed to create a partnership or joint venture, and neither party is the other's agent,
partner, or employee.
ii. This Agreement contains the entire understanding of the parties relating to the subject matter hereof. This
Agreement supersedes all previous agreements or arrangements between us pertaining to the digital distribution
of content, provided that if you previously entered into a digital distribution agreement with us in the past, and
elected any options, those options will remain in place under this Agreement. This Agreement cannot be changed
or modified except as provided herein. A waiver by either party of any term or condition of this Agreement will not
be deemed or construed as a waiver of such term or condition, or of any subsequent breach thereof. If any provision
of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination shall
not affect any other provision hereof, and the unenforceable provision shall be replaced by an enforceable provision
that most closely meets the commercial intent of the parties.
iii. This Agreement will be binding on the assigns, heirs, executors, affiliates, agents, personal representatives,
administrators, and successors (whether through merger, operation of law, or otherwise) of each of the parties. iv.
Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given
in writing and shall be deemed to have been delivered and given for all purposes on the delivery date if sent by
electronic mail to the addresses provided to and by you upon registration with the HIGH VIBES DISTRIBUTION Site,
or as properly updated.
v. This Agreement is for the sole benefit of the parties hereto and their authorized successors and permitted assigns.
Nothing herein, express or implied, is intended to or shall confer upon any person or entity, other than the parties
hereto and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of
any nature whatsoever under or by reason of this Agreement.

EFFECTIVE FROM 24TH JANUARY, 2024.