PMD DIGITAL DOES NOT ASSERT ANY COPYRIGHT OR OTHER INTEREST IN YOUR MUSIC. WE MERELY OBTAIN A LIMITED LICENSE FOR DISTRIBUTION PURPOSES.

PLEASE BE AWARE THAT YOU MUST EITHER OWN OR POSSESS THE LEGAL RIGHTS TO REPRODUCE AND DISTRIBUTE 100% OF THE RECORDINGS, MUSICAL COMPOSITIONS, LITERARY WORKS, DRAMATIC WORKS, SPOKEN WORD CONTENT, ARTWORK, AND ANY OTHER MATERIAL YOU INTEND TO UPLOAD AND DISTRIBUTE VIA THE PMD DIGITAL SERVICE. THIS INCLUDES THE RIGHT TO CREATE AND DISTRIBUTE DIGITAL DOWNLOADS CONTAINING THE MUSICAL COMPOSITIONS THEREIN, AS WELL AS ELECTRONIC TRANSMISSIONS OF SUCH MUSICAL COMPOSITIONS (INCLUDING STREAMING VIA STREAMING SERVICES), AS NEEDED.

FOR INSTANCE, YOU CANNOT SUBMIT TO US ANY REMIXES OR RECORDINGS INCORPORATING SAMPLES UNLESS YOU HAVE OBTAINED ALL NECESSARY WRITTEN PERMISSIONS FROM THE SONGWRITERS AND OWNERS OF THE ORIGINAL RECORDINGS. WE PROVIDE A SERVICE TO FACILITATE LICENSE PROCUREMENT FOR COVER VERSIONS OF MUSICAL COMPOSITIONS, BUT YOU MUST VOLUNTARILY OPT-IN AND REGISTER FOR THAT SERVICE IF YOU PLAN TO UPLOAD COVER VERSIONS TO US. YOUR COVER VERSION RECORDINGS WILL NOT BE ACCESSIBLE IN ANY DIGITAL STORE UNTIL PMD DIGITAL RECEIVES CONFIRMATION OF CLEARED LICENSES.

Please take note that if you are solely a user of the Adrev's Content ID service, you are bound by the pertinent sections of this Agreement and the "Adrev's Content ID Addendum" found at the conclusion of this Agreement.

a. The PMD Digital Service enables you to upload to our servers digital files containing audio-only musical sound recordings or audio-visual works and the underlying musical compositions, literary works, dramatic works or spoken word content embodied therein (“collectively, “Recordings ”) for distribution to your choice of digital stores, streaming services, and other digital services within our distribution network ( “Digital Stores”; which shall include UGC Services [as defined below]), who may make your Recordings available to their customers and end users (“Customers”). Such musical compositions, literary works, dramatic works or spoken word content embodied in the Recordings are sometimes referred to herein collectively as “Compositions”).

b. Recordings must be musical sound recordings in single track, EP, or album configuration (however, please note that Digital Stores will make your Recordings available to Customers to purchase or stream as individual tracks ¬ i.e., you cannot require that a Customer purchase or stream an entire album or EP as a single unit). We typically do not accept or distribute ringtones, audio books, spoken-word records, digital booklets, or other types of content; however, if we choose to do so, as determined by us on a case-by-case basis in our discretion, the terms of this Agreement shall apply to such formats.

c. We can currently accept Recordings in WAV, MP3, AIFF, CDDA, MP4 (m4a), Windows Media (WMA) and FLAC formats up to 250 MB in size (or up to 24-bit / 96kHz for WAV files). We and/or the Digital Stores may require different formats or file sizes from time to time during the Term, and PMD Digital reserves the right to convert audio files of the Recordings as necessary.

d. When uploading each Recording, you must provide us with all accompanying data that we or a Digital Store may require (e.g., artist name, album title, each track title, genre), plus any available cover art (in JPG format with RGB color or any other format that we or a Digital Store may require). For purposes of this Agreement, all such data, metadata, information, image files, artwork and any other materials you provide to us are included in the definition of “Recordings.” We may also require that you indicate if the Recording contains explicit content, in which case a Digital Store may tag it accordingly.

e. We will automatically generate unique identifying codes for each Recording and provide them to your chosen Digital Stores. If you have a “Musician Plus” or “Label” account you can choose to specify your own ISRC codes, but not UPC codes.

f. Once you have uploaded a Recording to our Site (defined below) for distribution, you can delete it at any time during the Term. However, you can't remove a single track that was included within an album ¬ if you want to do that, you must delete the entire album and then re-upload the album with that song removed.

2. Non-Exclusive Rights

The rights granted by you to PMD Digital are not exclusive. However, it is crucial to be aware that simultaneous submission of your Recordings to the same Digital Stores through PMD Digital and another service may lead to complications or issues within those Digital Stores.

3. Timely Distribution

We are committed to expeditiously delivering your Recordings to Digital Stores. Nevertheless, the integration, processing, and availability of your Recordings to Customers may vary in duration, ranging from a few hours to several days or weeks, depending on the specific Digital Store and the geographical location. We kindly request your patience during this period.

3. Timely Distribution

We are committed to expeditiously delivering your Recordings to Digital Stores. Nevertheless, the integration, processing, and availability of your Recordings to Customers may vary in duration, ranging from a few hours to several days or weeks, depending on the specific Digital Store and the geographical location. We kindly request your patience during this period.

4. Pricing and Terms

Each Digital Store independently determines pricing for its Customers, as well as the format, media, and other terms under which it offers recordings, including your Recordings. These determinations are made at their discretion, in accordance with their business models. For example, your Recordings may be available for permanent digital download on a pay-per-unit basis in some instances, while in others, Customers may subscribe on a monthly basis to stream or temporarily download your Recordings alongside other recordings. Additionally, Digital Stores may offer your Recordings for free as part of promotional activities, either individually or alongside other recordings. They may choose to include or exclude your Recordings from marketing promotions, create editorial content featuring your Recordings and featured artists, categorize Recordings by genre or other criteria, and permit Customers and others to listen to free preview clips of your Recordings, all at their discretion. If you hold a "Musician Plus" or "Label" account, you can propose suggested retail pricing for specific stores. However, please note that these prices are mere suggestions, as stores typically have the final say in pricing. We cannot be held responsible for the actions of Digital Stores. By opting into a particular Digital Store, you consent to having your Recordings made available to its Customers in accordance with its pricing structure and other practices and policies, as well as in line with its agreement with PMD Digital.

5. Worldwide Distribution

We will distribute your Recordings to your chosen Digital Stores on a global scale, and it is not possible to specify particular countries or territories for individual Recordings. The "Territory" covered by this Agreement is the entire universe, except as otherwise noted concerning specific territories outside of the United States.

6. Store Discretion

Digital Stores retain the right to opt out of carrying one or more of your Recordings, either entirely or in specific territories. They may also choose to remove Recordings at any time, based on their policies and practices. Consequently, we cannot guarantee the inclusion of your Recordings. Furthermore, we may decline to distribute a Recording (or remove it from Digital Stores) in response to legal claims concerning the specific Recording(s), if we reasonably anticipate potential legal issues, if a Recording might violate the terms and conditions of any Digital Store, or for any other reason within our business judgment. In the event that our agreement with a Digital Store expires or terminates, or if that Digital Store ceases to operate entirely or in a particular territory, your Recordings will no longer be accessible through that Digital Store.

7. Compliance with Store Terms

By opting into a Digital Store, you warrant to PMD Digital that you have carefully read, comprehended, and agreed to adhere to all terms and conditions stipulated by that Digital Store. You further guarantee that both you and your Recordings, along with other content, will fully comply with these terms and conditions.

8. YOUR ACCOUNT

a. Register on www.pmd.digital to access your dashboard. Keep your login details safe; you're responsible for all activity and transactions. We aren't liable for actions on your account.

b. Choose your account level based on budget and desired services during registration.

c. The artist name you pick remains unchanged for the Agreement term. Upgrade online to add names/services. If upgraded within the first year, you'll get a prorated refund. Refunds after 14 days are at PMD Digital's discretion.

d. Pay the annual fee with a valid card. We accept Visa, MasterCard, and American Express but may update payment methods. You authorize charges to your card. Refunds and deductions are at our discretion.

9.Grant of Rights

Scope: To offer our Service and share your Recordings and related content on platforms like HyperFollow and other PMD Digital platforms, we need the following rights:

i. Distribution: Distribute your Recordings digitally in all present and future formats and devices, including allowing synchronization with visual content.

ii. Previews: Offer and authorize preview clips of your Recordings on our platforms or with Digital Stores.

iii. UGC Services: Permit third-party partners like YouTube, Facebook, and Instagram to create and share remixes or user-generated content with your Recordings. This includes synchronization with visuals, mixing with other tracks, storing, streaming, downloading, and displaying your Recordings, even in platforms like Google’s AudioSwap Library.

iv. Branding: Use and display your artist, label, and related metadata on our platforms, in Digital Stores, and for promotion.

v. Income Collection: Gather earnings from Digital Stores for your Recordings' exploitation.

vi. Affiliation Disclosure: Inform Digital Stores of our agreement and showcase you in our list of licensors.

b. Supporting Rights: You permit us and chosen Digital Stores to take necessary actions to uphold the rights above, including storing, editing, and reproducing your Recordings. Understand that some rights granted to Customers might extend beyond this Agreement’s duration. We reserve the right to accept or decline any Recording distribution.

c. Performance License: You grant PMD Digital a direct license to publicly play your Recordings on platforms like HyperFollow. If you’re associated with a performance rights entity, you’ll inform them of this agreement.

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10. YOUR RESPONSIBILITIES

a. You ensure all rights, licenses, and permissions are obtained for the Compositions, ensuring PMD Digital and Digital Stores can operate without legal restrictions. Any uploads represent your guarantee of these rights.

b. You'll pay all royalties and fees, including those to artists, licensors, and others. PMD Digital won't make these payments for you. Use PMD Digital's “Teams” feature for splitting earnings.

Consult a lawyer before using our service.

11.PAYMENT & ACCOUNTING TERMS

a. We'll deposit 100% of your earnings from Digital Stores into your PMD Digital account, minus various fees. You're responsible for payments to third parties and taxes.

b. Understand Digital Stores might keep some income or have deductions. Any disputes with statements must occur within one year. You can't audit our records or those of Digital Stores.

c. Payments are through PayPal and other methods. Maintain an active email for PMD Digital notifications.

d. Once payment is in your PMD Digital account, you need to withdraw it. We'll provide a redacted accounting statement.

e. PMD Digital might offer advance royalty payments with processing fees. These are recoupable from future royalties.

f. If necessary, we'll withhold payments for tax purposes until we receive correct documentation. Incorrect information might lead to withheld funds.

g. If there's a breach, rights infringement, or misconduct on your part, we can suspend service, withhold payments, and charge legal fees.

h. This section doesn't apply if you're only using Adrev’s Content ID.

I tried to maintain the core information while making the text shorter. Ensure you review this with legal professionals to guarantee no critical details are lost.

12.WARRANTIES; INDEMNIFICATION

a. You affirm to PMD Digital that:

(i) You're at least 18 years old with the legal capacity to sign this Agreement.

(ii) You possess necessary rights and licenses to grant the permissions herein without breaching any law or third-party rights.

(iii) All required third-party consents and licenses have been obtained.

(iv) Your Recordings and Materials, and their usage by PMD Digital, won't infringe any rights or laws.

(v) Files you provide won't contain defects, harmful elements, or unauthorized digital rights restrictions.

(vi) No pending or threatened claims exist against the Recordings or Materials.

(vii) All provided data is accurate, with prompt updates as needed.

(viii) You will handle all payments not stated in paragraph 7.a related to the Recordings and Materials.

(ix) Site and Service usage will comply with this Agreement.

(x) Any rights' transfer in Recordings or Materials acknowledges our rights as per this Agreement.

(xi) No agreement or act by you will conflict with rights granted to us.

(xii) No claims will be made against any Digital Store or UGC Service that doesn't violate the rights you granted to PMD Digital.

(xiii) You've reviewed this Agreement, potentially consulting legal counsel.

b. Indemnification:

You shall protect and, if requested, defend PMD Digital and associated entities from claims, liabilities, and expenses arising from:

(i) Breaches or alleged breaches of this Agreement by you.

(ii) Claims suggesting that the Recordings, Materials, or data provided by you infringe another's rights.

(iii) Any act or omission by you or your representatives.

Should a claim arise, PMD Digital will inform you and lead the defense, though you can participate at your own cost. No settlement implicating PMD Digital can be made without our consent. If claims arise that require indemnification, PMD Digital may withhold due payments until resolution or ensure reasonable security for the claim. Any legal fees incurred by PMD Digital due to your Agreement violation may be charged to you or deducted from payments owed.

13. NO WARRANTIES; LIABILITY LIMITS

a. PMD Digital provides the Site and Service (including AdRev’s Content ID) "as-is." We offer no guarantees, including potential income, site performance, or data security. Warranties are expressly disclaimed. PMD Digital cannot assure all music or streaming services will fully utilize AdRev’s Content ID or that "fingerprint" technology will catch all unauthorized uploads.

b. PMD Digital and its affiliates are not liable for indirect, incidental, or consequential damages, including profit loss or data loss. Our liability is capped at amounts owed to you per Paragraph 7.a. This limitation is central to our agreement.

14. MISCELLANEOUS

a. This Agreement and accompanying Privacy Policy supersede prior agreements and can be amended by PMD Digital. Any updates will be communicated. Continued service usage implies agreement acceptance.

b. Waiver of a breach does not imply future waivers. If any provision is deemed unenforceable, the Agreement remains in effect with necessary adjustments to the provision.

c. PMD Digital has 90 days to remedy any breach once notified.

d. Notices from us will be sent through the contact info on your account. Notices to PMD Digital should be emailed to [email protected]

e. You cannot transfer this Agreement without our consent. We may transfer it as required for service operation.

f. We can modify or terminate the Service without prior notice.

g. Both parties function as independent contractors, not forming a partnership or joint venture.

h. United Kingdom laws govern this Agreement. Any related legal proceedings will occur in London County, with both parties consenting to the jurisdiction of said courts.

15. Adrev’s Content ID Addendum

Upon signing up for Adrev’s Content ID, you agree to the terms outlined below, in addition to the main Agreement:

Service Description & Use

Adrev’s Content ID allows you to upload Recordings. These are transformed into "Fingerprints" using either our technology or our third-party provider, Chromaprint.

These Fingerprints are used to identify and potentially block unauthorized uploads of your content.

By using the service, you give us the right to register and maintain your Recordings and Fingerprints.

We accept WAV and MP3 formats. Optional metadata (artist, title) might be made public if shared.

Your content may be registered with ID Services like Audible Magic, AcoustID, and YouTube ContentID.

We have no control over third-party ID Services and cannot be held responsible for their actions or content.

PMD Digital can accept or decline any uploaded Recording at its discretion.

Rights

PMD Digital uses your Recordings solely for creating Fingerprints.

You retain all rights to your Recordings, while PMD Digital holds rights to the Fingerprints and related software.

A limited license is granted to you for using Adrev’s Content ID, provided you adhere to these terms.

16. Term & Termination

This agreement begins on the Effective Date and lasts until terminated as per the main Agreement.

Upon termination, we will stop using your Recordings to create new Fingerprints. However, existing Fingerprints will remain with Adrev’s Content ID and the ID Services.