Sie sind auf Seite 1von 32

DocuSign Envelope ID: D18009BB-29C3-494A-A6B7-2B408C445CE6

REHEGOO LICENSING Distribution Agreement

This AGREEMENT is entered into this day of , 20 , by and between Rehegoo NY


th
Corp. of 299 Park Avenue, 6 Floor, NY, NY 10171 (hereinafter referred to as “Rehegoo” or the “Company”), and
[NAME] of

[ADDRESS],

[EMAIL], [CELL PHONE] and any


additional persons set forth on the signature page hereto (hereinafter jointly and separately referred to as the “Artist”
or “Artists” and together with Rehegoo, the “Parties”).

Through the “REHEGOO LICENSING” service, the company organized under New York law, Rehegoo, offers the
possibility for Artists to distribute their Works on an exclusive or non-exclusive basis. REHEGOO LICENSING
offers Artists various Commercial Programs, defined below, and based upon its expertise, judgment and sole
discretion, REHEGOO will enroll the Artist in one or more Commercial Programs in order to maximize distribution
revenues to
the Artist and the Company.

This REHEGOO LICENSING Distribution Agreement (hereinafter referred to as the “Distribution Agreement” or
“Agreement”) governs the use of the “REHEGOO LICENSING” service. By using this service, the Artist or
Artists agree(s) to be bound by the Distribution Agreement in accordance with Clause 2.1 below.

This Agreement was updated for the last time on February 5th, 2018.

CLAUSE 1. DEFINITIONS

ALBUM: shall mean a set of Works published by the Artist on REHEGOO.COM.

ARTIST: shall mean an artist who published one or several Works on REHEGOO.COM and who is the sole owner,
or represents the owner or owners, of all the rights, on Works published.

1
ARTIST ACCOUNT: shall mean the Artist’s personal webpage that can be accessed after having published his/her
Works on REHEGOO.COM and/or REHEGOO LICENSING through which the Artist has access to an interface, the
“Transactions” section regarding REHEGOO LICENSING Commercial Programs in which the Artist has been
enrolled by the Company, and information relating to the management of his/her Works and his/her personal data.

CERTIFICATION: shall mean the declaration completed and signed by the Artist and requested at the time he joins
the REHEGOO LICENSING service in which he reiterates some of the obligations enumerated in the Distribution
Agreement.

CERTIFIED ARTIST: shall mean an Artist that has joined the REHEGOO LICENSING service and who signed the
Distribution Agreement and the Certification.

CHANGE OF SITUATION: shall mean the case where a Certified Artist, who was not affiliated with a Collecting
Society before joining the REHEGOO LICENSING service, becomes affiliated with a Collecting Society and the
latter’s affiliation conditions do not allow that Certified Artist to continue using the REHEGOO LICENSING service;
it can also mean a modification of the affiliation conditions of a Collecting Society with which a Certified Artist was
already affiliated when joining the REHEGOO LICENSING service, with said modification resulting in the
impossibility for that Certified Artist to continue using the REHEGOO LICENSING service.

By extension and for the purpose of the execution of the Distribution Agreement, this definition of Change of
Situation is also applicable to the other holders of rights on the Works, if any.

COLLECTING SOCIETY or PERFORMING RIGHTS ORGANIZATION: shall mean any copyright and/or related
rights collective management organization which, on behalf of its members (composers, lyricists, performers,
phonograms producers), is responsible for collecting and distributing royalties in its country and worldwide through
representation agreements with other Collecting Societies. For instance, the following are Collecting Societies: In the
USA (ASCAP, BMI), in Luxembourg (SACEM Luxembourg), in France (SACEM, ADAMI, SCPP, Spepidam), in
Belgium (SABAM), in Germany (GEMA), in United Kingdom (PRS For Music, PPL), in Spain (SGAE, AIE,
AGEDI), in Italy (SIAE, IMAE), in Switzerland (SUISA), in Netherland (BUMA), in Canada (SOCAN, Re:Sound), in
Argentina (SADAIC, AADI), in Brazil (ECAD), in Chile (SCD), in Russia (RAO), in China (MCSC).

COMMERCIAL PROGRAM(S): set of commercial and non-commercial partnerships aimed at promoting the Works
and/or generating income for CERTIFIED Artists. These include various programs created through partnerships
entered into by REHEGOO through REHEGOO LICENSING with its Partners for the distribution of the Certified
Artists’
Works, including: (1) live programs (“Live Programs”), which include the administration of licensing and collection
of revenue from performance of musical and lyrical compositions to a live paying or invited audience; (2) broadcast
programs (“Broadcast Programs”), which include the use and distribution of Works for broadcast, transmission or
diffusion on radio, television and simulcasting (but not online) and copying and reproduction of the Works on one or
more devices or on any fixed media now known or hereinafter created in order to facilitate this use; (3) online
programs (“Online Programs”), which include the use and distribution of Works online by way of streaming (Spotify,
Apple Music, etc.) or webcast or download, and copying and reproduction of the Works on one or more devices or on
any fixed media now known or hereinafter created in order to facilitate this use; and/or (4) mechanical programs
(“Mechanical Programs”), which include the use and distribution of Works by way of mechanical reproduction for
exploitation on audio and audio-visual carriers including but not limited to CDs and DVDs and not download, and
enabling private copying to take place in territories where that separate right is recognized. In addition to the
partnerships entered into by REHEGOO through the REHEGOO LICENSING service with its Partners for the
distribution of the Certified Artist’s Works, REHEGOO LICENSING offers two other types of commercial programs
to Certified Artists: (A) the Background Music or “In Store” Program described in Clause 2.2.1. below (i.e.
reproduction and broadcasting of the Works in sales points and public spaces) and (B) the “Catalogue” Program
described in 2.2.2. (i.e. the reproduction, synchronization and broadcasting of the Works in films, advertisements, TV,
etc.).

DISTRIBUTION AGREEMENT or AGREEMENT: shall mean this REHEGOO LICENSING Distribution


Agreement as well as any future amendments.

EQUITABLE REMUNERATION: shall mean the royalty established on a legal basis due (to recorded music
producers and performers) in compensation of the broadcasting of works in public places, this definition including any
royalty of similar nature and having the same purpose.

EXCLUSIVITY: an exclusivity option offered to the Certified Artist as part of the REHEGOO LICENSING Program,
enabling the Certified Artist to increase the sharing of remuneration in his favor. The Certified Artist is free to opt for
exclusivity regarding all of the Works he has provided to the Company, in their entirety. The exclusivity designation
shall be made by the Artist by checking the appropriate box at the conclusion of this Agreement, as well as in his
Artist Account application on the REHEGOO website, at the time he joins the REHEGOO LICENSING service. Once
it has been granted by the Certified Artist, the exclusivity on the Works is granted to REHEGOO for a set period of at
least one year (see Clause 2.2. and 4.2.2. below).
FORMATS: shall mean the different digital formats in which the Works can be adapted, reproduced or distributed
for the purposes of the various ways of exploiting the Works proposed by REHEGOO LICENSING to its Partners.
ILLEGAL CONTENT: shall mean any content of any kind whatsoever (text, voice, image, sound etc.) of such a
nature as to infringe any recognized third party rights (including, in particular, rights held by natural persons, legal
persons, groupings or communities etc.) regardless of which legislation is applicable. In particular, any content that
could infringe any intellectual property rights, personality rights, as well as any content that could advocate or
constitute a justification for war crimes or crimes against humanity, and more generally any form of discrimination
against one or more classes of people, shall be deemed to be Illegal Content.

INTERFACE: shall mean the pages and forms accessible from Artist Accounts aiming to summarize the
Partnerships entered into by REHEGOO and the Commercial Programs in which the Artist has been enrolled by
REHEGOO.

REHEGOO: a New York company, organized under the laws of the State of New York, having its registered office at
th
299 Park Avenue, 6 Floor, New York, NY 10171, and registered with the New York Department of State –
Division of Corporations under number 5036376.

REHEGOO.COM: shall mean the collection of services offered by REHEGOO, via the website and mobile
devices, on http://www.rehegoo.com.

REHEGOO LICENSING: shall mean the service offered by REHEGOO enabling Certified Artists to become
involved in Commercial Programs and/or promotional operations, of distribution of their Works, through Partners and
that may or may not give rise to revenue, where applicable.

MATERIAL: shall mean all documents of any kind (lyrics, album covers, photographs, drawings, biographies etc.)
to be used for the distribution and promotion of the Works.

PARTNERS: shall mean any third party, natural or legal persons, clients, partners, affiliates, with which
REHEGOO has established or subsequently establishes commercial relations involving access to the Works by said
third parties and/or their Users, and that may generate income (revenue from advertising, licenses or from any other
source).

PLATFORM: shall mean any digital media distribution platform in any form whatsoever.

4
TRANSACTIONS SECTION: shall mean the Certified Artist’s virtual account, which is visible in the interface of his
Account, whether held in USD or EUR or GBP, into which all remunerations owed to the Certified Artist are pai d to

5
him pursuant to his membership to the REHEGOO LICENSING service, and namely pursuant to the
Partnerships entered into by REHEGOO with the REHEGOO LICENSING catalog and pursuant to the various
REHEGOO LICENSING Commercial Programs for which the Certified Artist has been enrolled by REHEGOO.

REVENUES: shall mean the revenues generated by the exploitation of the Works, as set out in Clause 4.

USER: shall mean any natural or legal person accessing REHEGOO.COM services or registering for the
services proposed by the Partners, free of charge or for valuable consideration.

WORK(S): shall mean the music works published by the Artist on REHEGOO.COM.

For purposes of this Distribution Agreement, whenever the context requires, the masculine gender shall include the
feminine and neuter genders, the feminine gender shall include the masculine and neuter genders, the neuter gender
shall include the masculine and feminine genders. This shall notably be the case in reference to the Artist, the
Certified Artist and the User.

CLAUSE 2. PROCEDURES FOR JOINING THE REHEGOO LICENSING SERVICE

2.1. Joining the REHEGOO LICENSING service

Joining the REHEGOO LICENSING service requires: (1) the prior publication by the Artist of at least one (1) Work
on REHEGOO.COM; (2) the Artist becoming aware of and accepting this Distribution Agreement; (3) the Artist also
completing, signing and returning a Certification in which he reiterates some of the obligations enumerated in the
Distribution Agreement and notably in Clause 6. REHEGOO reserves the right to communicate the Certification to any
third party as part of its Partnerships and the REHEGOO LICENSING Commercial Programs. Artists are advised to
keep a copy of the Distribution Agreement.

2.2. Participation of the Certified Artist in the REHEGOO LICENSING Commercial Programs

Joining the REHEGOO LICENSING service allows the Artist, among other things, to participate in the REHEGOO
LICENSING Commercial Programs, on an exclusive or non-exclusive basis. In this regard, the Certified Artist is free
to opt for exclusivity regarding all of the Works he has provided to the Company, in their entirety. The exclusivity

5
designation shall be made by the Artist by checking the appropriate the box at the conclusion of this Agreement, as
well as in his Artist Account application on the REHEGOO website, at the time he joins the REHEGOO LICENSING
service.

The Certified Artist is able to refer to the REHEGOO LICENSING Commercial Programs’ objectives in his Artist
Account Interface. Once the Work or Works have been added to the REHEGOO LICENSING service by the
Certified Artist, his Work or Works will automatically become part of the REHEGOO LICENSING catalog.

REHEGOO may enroll the Certified Artist in new Commercial Programs when such Programs become a vailable. The
Artist will be notified of these new enrollments through the Interface of his Artist Account.

2.2.1. “In Store” or Background Music Program

As part of this Program, REHEGOO has the opportunity to make background music programs by using the Works of
the Certified Artist. Licenses on these musical programs will then be disseminated by REHEGOO for broadcasting in
points of sale and in public spaces. No remuneration will be due to the Certified Artist for participation in this
Program, in accordance with Clause 4.2.1. below.

2.2.2. “Catalogue” Program

(1) By participating in this Program, the Certified Artist agrees, exclusively or non-exclusively, for remuneration
(share of remuneration varies according to exclusivity or non-exclusivity on the Work and the number of licenses sold
on REHEGOO LICENSING - see Clause 4.2.1. below), that REHEGOO may sell licenses on his or her Work(s) to its
Partners for synchronization in Projects (the Project concept is defined below). Licenses for the Certified Artist’s
Work or Works sold by REHEGOO to the Partners in the framework of this Program shall be perpetual, valid for the
whole world, non-exclusive, transferable under certain conditions, non sub-licensable, and shall allow the Partners to
use, reproduce and synchronize one or more Works of the Certified Artist as part of a Project for the uses listed below.

(2) After purchasing a license, the Partner may transfer the Project (video, presentation, etc.) incorporating the Work
to third parties for the purpose of reproduction, distribution and broadcasting related to the permitted uses below
(more or less broad broadcasting rights according to the type of license sold), it being understood that such third
parties are not entitled to any rights on the Work directly and may not extract any such rights from the Project on said
Work.
(3) As part of this Program, an option of exclusivity is offered to the Certified Artist for each of his Works, to which
he is free to subscribe. By opting for exclusivity of his Work(s) as part of this Program, the Certified Artist increases
the percentage of the share of remuneration in his favor (see Clause 4.2.1. below)

(4) The uses permitted for a “Personal” license sold under this Program to a natural person (for private use and for
their own account only) on a Work of the Certified Artist are the following:

- modify or adapt the Work, for the purposes of the uses permitted below.

- use and reproduce the Work for the purpose of synchronizing the Work as background music for personal website
or personal blogs.

- use and reproduce the Work for the purpose of synchronizing the Work in personal videos or any other audiovisual or
audio content created for his own account and broadcast online on the Internet the Project containing the Work (video
platforms such as YouTube, Twitch, Facebook, podcast, family videos). The natural person having a “Personal”
license is prohibited from monetizing the Project containing the Work on any platform. The Work must be used by the
natural person in a synchronized form with other video or audio content. Except for the purpose of broadcasting music
as background music of videogames streamed live on the Twitch platform or other similar platform, the broadcasting
of the unsynchronized Work is prohibited.

(5) The authorized uses for a “Standard” license sold to a Partner (legal entity) under this Program on a Work of the
Certified Artist are the following:

- modify or adapt the Work, for the purposes of the uses permitted below.

- use and reproduce the Work for the purpose of synchronizing the Work as background music for professional
or commercial websites.

- use and reproduce the Work for the purpose of synchronizing the Work in professional, corporate, or commercial
videos, online advertisements and any audio content and broadcast the Project containing the Work online on the
Internet for free or for a fee (e.g. non-monetized or monetized videos, podcasts, online talk shows, etc.; however
broadcasting the Project through any type of free or subscription-based video on demand service is excluded from
the “Standard” license). The Work must be used by the Partner in a synchronized form with other video or audio
content;
broadcasting of the unsynchronized Work is prohibited. Broadcasting the Project incorporating the Work on radio
stations broadcasted themselves through cable, satellite and radio waves, among others, is excluded from the
“Standard” license.

- use and reproduce the Work for the purpose of synchronizing the Work in a music-on-hold system for telephones
or answering machines, excluding any music-on-hold services for telephones or answering machines intended for
distribution or re-sale.

- broadcast the Project containing the Work internally within the company (for instance through its Intranet, for
internal meetings, presentations and trainings).

(6) The permitted uses for a “Large” license sold to a Partner under this Program on a Work of the Certified
Artist include the uses of the “Standard” license in addition to the following uses:

- broadcast the Project containing the Work on radio stations (cable, satellite, radio waves), in public spaces, in points
of sales, in festivals, in professional trade fairs, in conferences, etc. (unlimited number of listeners and/or participants).

- reproduce and distribute the Project containing the Work on any analog or digital media and any device (including
but not limited to CD, DVD, Blu Ray, audio books and audio guides and video games) and in any format up to a
maximum of 50,000 physical/digital copies.

- reproduce the Work for the purpose of synchronizing the Work with a mobile application and distribute in an
unlimited number of digital copies, the Project containing the Work through the download of said mobile application
on smart phones, connected devices and tablets via mobile applications stores including, among others, Google Play
Store, Apple Store, Windows Phone Store, Amazon Store and Tizen. The Project to be synchronized may not,
however, be a music mobile application enabling its users to listen to and/or download music. The Large license does
not cover the
use of the Work in mobile video editors or similar mobile applications allowing an unlimited number of end users
to create an unlimited number of video projects containing the Work.

- reproduce the Work for the purpose of synchronizing the Work in any software or PC/console video game and
distribute, up to a maximum of 50,000 physical/digital copies, the Project containing the Work on any physical
media, through download, streaming and app stores available on PC/video game consoles including, among others,
Apple Store, Windows Store, Steam, GOG, XBLA, PlayStation Store, Origin, UPlay, etc..
- use and reproduce the Work for the purpose of synchronizing the Work with any audio or video content (including
films, documentaries, videos, advertisements) and broadcast the Project containing the Work in cinemas with a
maximum of 100,000 viewers and on television with a maximum of 1,000,000 television viewers (regardless of the
method of broadcasting, including cable, satellite, IP TV), on pay-per-view TV channels or free channels, it being
understood that the Work must be used in a synchronized form with other music or audio content (the broadcasting
of the unsynchronized Work is prohibited).

(7) The permitted uses for a “Full Scale” license sold to a Partner under this Program on a Work of the Certified
Artist include the uses of the “Standard” license and the “Large” license in addition to the following uses:

- reproduce and distribute the Project containing the Work on any analog or digital media and any physical device
(including but not limited to CD, DVD, Blu Ray, audio books and audio guides, and video games) and in any
format with an unlimited number of physical/digital copies.

- broadcast the Project containing the Work in cinemas and on television (regardless of the method of
broadcasting, including cable, satellite, IP TV) with an unlimited number of cinema viewers or television viewers
(unlimited audience), as well as on any type of free or subscription-based video on demand service.

2.2.3. Additional Commercial Programs

In addition to the “In Store” and “Catalogue” Programs described above, REHEGOO through REHEGOO
LICENSING shall engage in one or more of the following Commercial Programs to promote the Works and/or
generate income for Certified Artists: (1) Live Programs, which include the administration of licensing and collection
of revenue from performance of musical and lyrical compositions to a live paying or invited audience; (2) Broadcast
Programs, which include the use and distribution of Works for broadcast, transmission or diffusion on radio, television
and simulcasting (but not online) and copying and reproduction of the Works on one or more devices or on any fixed
media now known or hereinafter created in order to facilitate this use; (3) Online Programs, which include the use and
distribution of
Works online by way of streaming (Spotify, Apple Music, etc.) or webcast or download, and copying and reproduction
of the Works on one or more devices or on any fixed media now known or hereinafter created in order to facilitate this
use; and/or (4) Mechanical Programs, which include the use and distribution of Works by way of mechanical
reproduction for exploitation on audio and audio-visual carriers including but not limited to CDs and DVDs and not
download, and enabling private copying to take place in territories where that separate right is recognized. Additional
services offered by REHEGOO through REHEGOO LICENSING and made available to Artists at their request,
include graphic design, marketing and related services.
CLAUSE 3. RIGHTS GRANTED TO REHEGOO

The Certified Artist hereby grants to REHEGOO the exclusive or non-exclusive, worldwide, and for the entire
duration of the presence of his Works in the REHEGOO LICENSING catalog, rights to:

- reproduce and have reproduced, modify and have modified by any mean (including editing, sampling, remixing,
arrangement, etc.), fix and have fixed on any media (including but not limited to phonograph records, CD, DVD,
Blu Ray, CDI, computer peripherals), publish and have published, broadcast and have broadcast, distribute and have
distributed or transfer in any Format the Works and the Materials provided by the Artist;

- communicate the Works and the Materials to the public by any means and media, now known or hereafter devised,
including, but not limited to, by downloading, by making them available on audio and/or video platforms
broadcasting continuously or on-demand, by platforms for the distribution of games integrating them, by audio and/or
video broadcast services (and notably by Internet, by radio, cable or satellite networks), in festivals and movie
theaters;

- adapt the Works and the Materials in any Format both to meet REHEGOO’s specific and technical requirements or
for the purposes of its relations with Partners, notably for the distribution of the Works through Platforms;

- synchronize and have synchronized the Works and the Materials into any graphical, audio or audio-visual work
including, but not limited to, movies, animated movies, television shows, documentaries, advertising messages or work,
presentations, websites, video games, software, for the exploitation of the Work in association with images or text,
fixed or animated;

- use the Works as music on hold or ringtones;

-broadcast the Works in places receiving public (including, but not limited to, bars, cafés, restaurants, shops, parking
structures, shopping malls, etc.) in a commercial or private setting, both where the public has to pay an access fee,
and where admission is free of charge;

- use the Works and the Materials to promote the Certified Artist and REHEGOO;
- insert any link, animation or image, with or without sound, into the webpage used to access each of the Works,
for promotional and/or advertising purposes;
insert between the playing of Works any audio advertisements for promotional and/or advertising purposes;

During the period of presence of the Works in the REHEGOO LICENSING catalog, the Certified Artist authorizes
REHEGOO to grant, without consulting the Certified Artists beforehand, to its Partners sub-licenses of the rights
granted pursuant to this Clause, for any type of commercial partnership, and for the entire duration of the rights on
the Works. The Certified Artist will be informed of such through the Interface of his Artist Account and through the
“Transactions” section.

CLAUSE 4. CERTIFIED ARTIST REMUNERATION

4.1 – Remuneration

The Certified Artist hereby acknowledges and accepts that the Works may be distributed by REHEGOO and/or its
Partners for commercial purposes that are likely to generate income (advertising revenues, license fees or revenues
of any other kind) as well as for the purpose of promoting the Certified Artist without financial consideration.

The generated Revenues correspond to the amounts effectively received by REHEGOO, after deduction of any
taxes, fees, commissions, rebates, discounts and reductions.

The Revenues of the Certified Artist also include the amounts that may be collected through Collecting Societies,
through entities or companies, public or private, in virtue of the rights granted to REHEGOO by the Certified Artist
in accordance with Clause 6.2 of the Distribution Agreement.

4.2 - Remuneration payment

All remuneration will be credited to the Certified Artist through the “Transactions” section, the history and balance of
which is available in the Interface of the Artist Account.

4.2.1. REHEGOO LICENSING Program

When the Work of a Certified Artist is exploited through certain of the Commercial Programs under the REHEGOO
LICENSING Program (specifically including the “Catalogue” Program, Live Programs, Online Programs, and/or
Mechanical Programs), the remuneration due to the Certified Artist shall be calculated as a percentage (“Percentage”)
of the total revenues received by REHEGOO from: (i) the sale of the license on the Work by REHEGOO to its Partners
through the “Catalogue” Program; (ii) the performance of the Work before a live paying or invited audience thr ough the
Live Programs; (iii) the use and distribution of Work online by way of streaming (Spotify, Apple Music, etc.) or
webcast or download, and copying and reproduction of the Work on one or more devices or on any fixed media now
known or hereinafter created in order to facilitate this use through the Online Programs; and (iv) the use and
distribution of Work by way of mechanical reproduction for exploitation on audio and audio-visual carriers including
but not
limited to CDs and DVDs and not download, and enabling private copying to take place in territories where
that separate right is recognized, through the Mechanical Programs.

The applicable Percentage will vary according to whether exclusivity on the Work has or has not
been granted to REHEGOO by the Certified Artist, as follows:

Non-exclusive Exclusive

35% 55%

No remuneration will be due to the Certified Artist for participation in the “In Store” or Background Music Program,
or Broadcast Programs. Additional services provided by REHEGOO through REHEGOO LICENSING covering
graphic design, marketing and related services shall be separately negotiated and charged to the Certified Artist, in
addition to the percentages discussed above.

The amount of the remuneration generated by the REHEGOO LICENSING Program shall be paid to the Certified
Artist and shall be visible in the “Transactions” Section of his Artist account. The amount shall initially be visible in the
“current balance” column of the “Transactions” section of the Certified Artist Account, and subsequently, within a
period of three (3) months, in the “payable” column of said section.

4.2.2. Common Measures for REHEGOO LICENSING Commercial Programs

It is expressly agreed between the parties that the Certified Artist shall be personally responsible for the fiscal
consequences of the sums received which, depending on the legislation in force in his country, may or may not
be taxable. The Certified Artist shall hold REHEGOO and its Partners harmless from and against any claims in
this respect.

In the event that the Works were written and/or composed and/or performed by various writers and/or performers,
the Certified Artist shall be responsible for sharing with these rights holders, pursuant to the agreements entered into

12
with them, the sums received through his Artist Account (“Transactions” section) as part of the REHEGOO
LICENSING

13
Commercial Programs. Accordingly, the Certified Artist shall hold REHEGOO and its Partners harmless from
and against any third-party claims in this respect.

The Certified Artist may request from REHEGOO payment of the balance visible in the column “Payable” in the
“Transactions” section of his Artist Account (in the currencies USD or EUR or GBP) where the balance of the
Account stands at a minimum of a hundred (100) units of currency (USD 100 or EUR 100 or GBP 100) (hereafter
referred to as the “100 Balance”).

The Certified Artist acknowledges and accepts that there is a maximum time frame of three (3) years to request the
payment of the 100 Balance. Should the Certified Artist fail to do such request within said time frame, the
corresponding amount will be kept by REHEGOO and become the latter’s asset. REHEGOO undertakes to allocate
the money thus gained to the development and promotion of the REHEGOO LICENSING service and of the Artists
and Certified Artists.

Moreover, in the event the balance visible in the abovementioned “Payable” column does not reach a hundred (100)
units of currency (USD 100 or EUR 100 or GBP 100) (hereafter referred to as the “Below 100 Balance ”) for a duration
of five (5) consecutive years from the date of the last payment request by the Certified Artist or, if no payment request
has ever been made by the Certified Artist, from the Artist Account creation date, the Certified Artist will have the
possibility to request payment of the Below 100 Balance as from sixty (60) days before the end of the fifth year.
Payments thus requested will be made the 10th of the month following the month of the request. Should the Certified
Artist fail to do such request within this sixty (60) days time frame, the corresponding amount will be kept by
REHEGOO and become the latter’s asset. REHEGOO undertakes to allocate the money thus gained to the
development and promotion of the REHEGOO LICENSING service and of the Artists and Certified Artists.

The payment of the 100 Balance and, where applicable, of the Below 100 Balance if requested in accordance with the
conditions stated in the previous paragraph, will be made using the payment systems indicated in the Interface of the
Artist Account. The Certified Artist shall provide the requested bank information in the Interface of the Artist
Account in order to receive the payment.

Exceptionally, REHEGOO may pay by bank transfer, with any fees incurred by said transfer being paid by the Certified
Artist.

REHEGOO reserves the right to suspend payment where it has not received all of the performance guarantees from
the payment processors (PayPal, etc.).
CLAUSE 5. TERM – TERMINATION

5.1. Withdrawal of Works from the REHEGOO LICENSING Commercial Programs

Certified Artists may ask to withdraw one or more of their Works from the REHEGOO LICENSING Commercial
Programs at any time. Where applicable, the Certified Artist undertakes to obtain the prior consent of any other
writers and/or composers and/or performers for the withdrawal of the Work and shall hold REHEGOO and its
Partners harmless from and against any claims in this respect.

REHEGOO undertakes to withdraw the Work from the REHEGOO LICENSING Commercial Programs within three
(3) months of receipt of the withdrawal request made by the Certified Artist.

However, it may take up to twenty-four (24) months after receipt by REHEGOO of the Certified Artist’s request to
withdraw the Work from the services proposed by REHEGOO to its Partners. REHEGOO undertakes to take such
steps as are necessary to ensure a rapid termination of the Work’s diffusion.

Any remuneration payable to Certified Artists for the commercial exploitation of their Works during the maximum
twenty-four (24) month period shall be paid in compliance with Clause 4 of the Distribution Agreement, through
the “Transactions” section of the Account of the Certified Artist which will remain active during the same duration.

5.2. Reproduction, distribution and sharing after withdrawal of the Works

The Certified Artist represents that he has been informed and accepts that Works that have been downloaded by
REHEGOO’s Partners and their Users or any third party authorized by REHEGOO prior to their withdrawal from the
REHEGOO LICENSING service may still be distributed, shared or reproduced under the terms of the licenses granted
during the period of presence in the REHEGOO LICENSING Commercial Programs, after the Certified Artist’s request
to withdraw the Works. The Certified Artist shall hold REHEGOO and its Partners harmless from and against any
third- party claim in this respect.

Moreover, should the Certified Artist decide to become affiliated with a Collecting Society after having withdrawn all
or part of his Works from the REHEGOO LICENSING Commercial Programs, he undertakes (i) to inform
immediately said Collecting Society of the fact that licenses may have already been granted on his Work(s) to
REHEGOO and its Partners, and (ii) to make his best efforts to obtain from said Collecting Society that it shall not
request or claim,
directly or indirectly through other Collecting Societies representing it, royalties from any Partner or any User to which
(whom) REHEGOO will have granted, directly or indirectly, licenses on the Work(s) during the period of presence
of the Work(s) in the REHEGOO LICENSING Commercial Programs.

5.3. Termination by REHEGOO

In the event that the Certified Artist is in breach of any one of its obligations under the Distribution Agreement, and
in particular in case the Certified Artist provides Illegal Content or in case of violation by Certified Artist of
exclusivity granted pursuant Clauses 2.2. and 4.2.1., or in case the Certified Artist does not inform REHEGOO of a
Change of Situation, REHEGOO reserves the right to terminate the Distribution Agreement, to withdraw the entire
Certified Artist’s Works from all of its services and to close his Artist Account.

In this event, without prejudice to REHEGOO’s right to claim full compensation for any da mage and any expense
incurred as a result of the breach(es) by the Certified Artist, REHEGOO may suspend the operations through the
“Transactions” section of the Account of the Certified Artist for a maximum period of twelve (12) months after the
breach is noticed and may use or account for under provisions for risks the balance visible in the “Transactions”
section of the Artist Account to cover any costs, losses and damages caused or that may be caused by said breach.

CLAUSE 6. ARTIST COMMITMENTS

The Certified Artist wishing to join the REHEGOO LICENSING Commercial Programs must first fill out, sign and
submit to REHEGOO the Certification available through the Interface of his Artist Account, in which he reiterates
some of the obligations enumerated in the Distribution Agreement.

6.1. Certified Artists warranties

The Certified Artist guarantees that he is the sole right holder of all the rights (including copyright, related rights and
other rights relating thereto, including trademarks if applicable on the Works published on REHEGOO.COM or that
he officially represents and has the capacity to commit on behalf of all right holders on the Works, for the duration of
the Distribution Agreement.
The Certified Artist also guarantees, on his own behalf and if applicable on behalf of the other right holders, that he
holds sufficient rights on the Works and that neither he nor the other holders of rights on the Works are bound, in any
possible way, to any public or private entity, and especially but not limited to, that he is not a member nor contractually
bound to any Collecting Society in the world, nor any entity performing the same duty, nor any private company and
notably distributing company, broadcaster, producer or label, in a manner that would restrict his right to grant to
REHEGOO or its Partners, the rights and licenses provided for by the Distribution Agreement. In the event of a
Change of Situation, the Certified Artist undertakes, on his own behalf and if applicable on behalf of the other right
holder s, to inform REHEGOO as soon as possible.

The Certified Artist guarantees that he shall not take any measures to interfere with the rights granted by REHEGOO
to natural persons or Partners pursuant to the sale of licenses as part of the REHEGOO LICENSING Program,
including measures aimed at preventing natural persons or Partners from distributing or collecting revenue on their
Project containing a Work on platforms such as YouTube (Content ID) or any other platform offering the option to
claim a Work or an option to monetize the Work. In the event REHEGOO receives a claim from a natural person or a
Partner for the reason that the diffusion of his/her/its Project (video) on YouTube or any other similar platform
happens to be blocked as a result of a Content ID claim (or any other similar system), the Certified Artist undertakes to
take all necessary actions in order to have the Contend ID claim removed and the diffusion of the video unblocked, as
soon as
possible from REHEGOO’s request (which can be sent by email). The Certified Artist undertakes not to use any
service or system such as Content ID or similar that would prevent such unblocking.

The Certified Artist commits, or commits on behalf of the right holders he represents, not to violating the provisions
of the Distribution Agreement and notably the obligations enumerated in this Clause, for the duration of Works being
in
the REHEGOO LICENSING Commercial Programs, and not act in any manner which may conflict with rights
acquired by third parties, notably Partners and their Users. The Certified Artist acknowledges that in case of withdrawal
of the Works from the REHEGOO LICENSING Commercial Programs, the above-mentioned rights acquired by third
parties will continue after said withdrawal (i) for a period of 24 months with respect to “In Store” licenses and licenses
granted pursuant to specific partnerships, and (ii) perpetually with respect to other licenses.

The Certified Artist acknowledges and accepts, or acknowledges and accepts on behalf of the right holders he
represents, that any amount paid to him by REHEGOO when the Works are used by its Partners includes all license
fees due to him for the licensing of its intellectual property rights and notably the Equitable Remuneration and any
other fee having the same purpose. Therefore, the Certified Artist commits, or commits on behalf of the right holders he
represents, to forgoing collecting, through any collecting society in the world, any license fees due for the licensing of
its intellectual property rights and notably the Equitable Remuneration and any other fee having the same purpose.
The Certified Artist undertakes, in particular in the event of a Change of Situation, to provide all necessary support to
REHEGOO and its Partners as soon as possible in case of disagreement or conflict with a Collecting Society in
relation to his Works, particularly if such Collecting Society requests a Partner or its Users to pay royalties.

The Certified Artist shall keep indemnified and hold harmless REHEGOO, its Partners and their Users, from and
against any and all claims, costs, demands (in particular any request to pay royalties in relation to his Works addressed
by a Collecting Society to a Partner or a User), demands for compensation, expenses (including, but not limited to,
legal fees), and more generally against any and all costs and liabilities which may result from a false declaration or the
violation of the obligations enumerated in the current Distribution Agreement, particularly in case the Certified Artist
does not comply with his obligation to inform REHEGOO of a Change of Situation.

The Certified Artist also accepts that controls may be performed by REHEGOO in order to verify the veracity
of provided information and engagements hereby taken.

6.2. Powers granted by the Certified Artist to REHEGOO

The Certified Artist hereby grants REHEGOO the power to collect, on his behalf, his share of the royalties collected
by Collecting Societies for the right to broadcast in a public place or reproduce, or any other right connected to the use
of the Work and to represent him to carry out any act or procedure necessary for the execution of this power.

The Certified Artist also grants REHEGOO the power to represent him to carry out, with any public or private
entity, and notably, any online video broadcasting platforms (YouTube, Vimeo, Dailymotion, etc.), any act or
procedure required for the monetization or the control of the Works’ diffusion through the Commercial Programs.

6.3. Authorizations required prior to the exploitation of the Work

The Certified Artist hereby warrants to REHEGOO and its Partners that their exploitation of the Works will be
free from any interference, in accordance with the terms of the Distribution Agreement.

represents that all of the authorizations required for the validity and full legal effect of the provisions of the
Distribution
17
The Certified Artist represents that the Works do not contain any Illegal Content or content protected by any
intellectual or industrial property right, in relation to which REHEGOO could be held liable. In any event, the Certified
Artist

represents that all of the authorizations required for the validity and full legal effect of the provisions of the
Distribution
18
Agreement have been obtained and the Artist shall hold REHEGOO and its Partners harmless from and against
any third-party claim.

6.4. Promotion of competitors

The Certified Artist commits not to promoting competitors to the services offered by REHEGOO including, but
not limited to, through the Artists’ profiles, Albums’ page, Works’ pages, forums, chatting area, and pages
dedicated to REHEGOO or REHEGOO LICENSING.

6.5. Exclusivity

The Certified Artist who grants exclusivity on one or several Works (for a limited duration of one (1 year) (to increase
the revenue share provided for by Clause 4.2.1) guarantees REHEGOO, in addition with guarantees given by Certified
Artist under clause 6.1., that it is not registered with any entity or platform for the distribution of the Work(s) on
which it has granted REHEGOO exclusivity, notably any licensing platform similar or in competition with
REHEGOO. In
case of breach of this exclusivity by the Certified Artist, REHEGOO reserves the right, in its sole discretion, to keep
the revenue share of the Certified Artist due under the REHEGOO LICENSING Program or to terminate the
Distribution Agreement pursuant Clause 5.3 above.

CLAUSE 7. REHEGOO’S OBLIGATIONS

7.1. Obligation to promote the Works

REHEGOO shall take such steps as are necessary and within its power, to promote the Certified Artist’s Works and
find and negotiate commercial contracts for the commercial exploitation of the Works, through the Commercial
Programs, using the best suited Platforms and its relations with its Partners.

7.2. Obligation regarding use of the Works by Partners

18
REHEGOO shall take such steps as are necessary and within its power, to ensure that the Works are used in
compliance with the Distribution Agreement. However, the Certified Artist may not hold REHEGOO liable for any
unauthorized
use of the Works by any of its Partners or their Users.

The Certified Artist may not, under any circumstances, require REHEGOO to bring proceedings in relation to an
unauthorized use of one or more Works. However, REHEGOO may, as the occasion requires, help the Certified
Artist to make the contacts required to put an end to the infringement and/or take such steps as are appropriate.

REHEGOO shall use the best endeavors to ensure that its Partners shall mention the Certified Artist’s name and
Work’s title when it is technically feasible. REHEGOO may not be held liable by the Certified Artist for the lack of
said information when the Work is diffused by its Partners.

7.3. Access to the report on the use of the Works

REHEGOO shall use the best endeavors to provide the Certified Artist through the Interface of his Artist Account
and/or the “Transactions” section of his Artist Account with the information related to the broadcasting of his Works
and licenses granted through the REHEGOO LICENSING Commercial Programs and any other possible
Partnerships, this being limited to the information technically available and provided by REHEGOO’s Partners.

CLAUSE 8. DISTRIBUTION AGREEMENT MODIFICATION

REHEGOO may modify the terms of the Distribution Agreement at any time. Certified Artists will be informed of the
modifications through their Artist Account and through a direct communication to the Artist or his representative by
email or U.S. First-Class Mail. Without manifestation by the Certified Artist of his will to unregister from the
REHEGOO LICENSING Commercial Programs, the new version of the Distribution Agreement shall be considered
as tacitly accepted thirty (30) days after the date of notification by REHEGOO of the existence of a new version.

CLAUSE 9. SEVERABILITY
In the event that one of the Clauses of the Distribution Agreement is held to be invalid, the parties hereby agree that
the other Clauses of the Distribution Agreement shall remain valid and it will remain in full force and effect.

CLAUSE 10. GOVERNING LAW AND JURISDICTION

The Distribution Agreement is governed by the laws of the State of New York.
Any dispute relating to its interpretation or its performance shall be referred exclusively to the courts of New
York, New York.

CLAUSE 11. LANGUAGE

This Agreement has been originally written in English. This Agreement may however be available translated in
other languages. In case of any discrepancy or difficulty of interpretation between these different linguistic versions,
the English version shall prevail.

EXCLUSIVE VS. NON-EXCLUSIVE DESIGNATION

As stated in Clause 2.2. above, an exclusivity option is offered to the Certified Artist as part of the REHEGOO
LICENSING Program, enabling the Certified Artist to increase the sharing of remuneration in his favor. The Certified
Artist is free to opt for exclusivity regarding all of the Works he has provided to the Company, in their entirety. The
exclusivity designation shall be made by the Artist by checking the appropriate box below regarding all of his Works
in their entirety, as well as in his Artist Account application on the REHEGOO website, at the time he joins the
REHEGOO LICENSING service:

Exclusive

Non-Exclusive
REHEGOO LICENSING Distribution Agreement – version February 2018

Rehegoo NY Corp.
By: Andrea Barattini
Title: CEO

Artist
Print Name:

Artist
Print Name:

Artist
Print Name:

Artist
Print Name:
London New York Los Angeles
12 Bridwell Pl 299 Park Avenue 400 S Beverly Drive
EC4 6AP NY 10171 CA 90212