Distribution Agreement

THE THAT PITCH SERVICE AND YOUR RECORDINGS

a. The That Pitch 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 Music Libraries within our distribution network ( “Music Libraries”; 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 Music Libraries will make your Recordings available to Customers to license as individual tracks ­ i.e., you cannot require that a Customer license an entire album or EP as a single unit). We 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 75 MB in size (or up to 24-bit / 96kHz for WAV files) and less than 10 minutes long. We and/or the Music Libraries may require different formats or file sizes from time to time during the Term, and That Pitch 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 Music Library may require (e.g., artist name, album title, each track title, audio stems, genre), plus any available cover art (in JPG format with RGB color or any other format that we or a Music Library 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 Music Library may tag it accordingly.

e.. Once you have uploaded a Recording to our Site (defined below) for distribution, you may delete any track at any time during the Term, provided it has not been licensed. Licensed tracks cannot be deleted. If you unsubscribe from our Service, we will delete your non-exclusive music. However, licensed exclusive music will not be deleted, as it is governed by a separate document that constitutes a permanent copyright assignment.

Music Libraries

a. Recordings uploaded to That Pitch are non-exclusive at the time of upload while on the site. Should you designate a recording as available for a non-exclusive library, it will remain non-exclusive even upon acceptance by a Music Library. However, YouTube Content ID is managed exclusively. Conversely, recordings designated as available for an exclusive library will attain exclusive status upon acceptance by a library (see Exclusive Recordings Addendum below). You retain the right to designate each recording as available for either a non-exclusive library or an exclusive library at the time of upload.

b. We undertake to provide your Recordings to Music Libraries as quickly as possible. However, it can take a few hours to a few days to several weeks to several months for a Music Library to integrate, process and make your Recordings available to Customers, depending on the particular Music Library and the territory. Please be patient.

c. Each Music Library will determine its pricing to its Customers, as well as format or media and other terms on which it offers recordings (including your Recordings) to its Customers, in its discretion and according to its business model. For example, in some cases your Recordings may be available for permanent digital download on a pay-per-unit basis, in others Customers may pay a monthly subscription fee to be able to license or temporarily download your Recordings along with other recordings. By way of further example, Music Libraries may also offer your Recordings for free on a promotional basis, alone or together with other recordings, may include your Recordings in marketing promotions, may create editorial content about your Recordings and the featured artists, may group Recordings by genre or other designation, may create and allow Customers and others to listen to free preview clips of your Recordings, all in their discretion. Ultimately Music Libraries can price however they like. We aren’t responsible for what Music Libraries do, and by opting into non-exclusive or exclusive Music Libraries, you agree to accept and have your Recordings made available to its Customers in accordance with its pricing structure and other practices and policies from time to time, and in accordance with its agreement with That Pitch.

d. We will distribute your Recordings to Music Libraries on a worldwide basis (you can’t specify only certain countries or territories for particular Recordings). The “Territory” of this Agreement is the universe, except where noted with respect to certain territories outside of the United States.

e. Music Libraries may choose not to carry one or more of your Recordings at all or in certain territories (or to remove Recordings at any time) per their policies and practices, so we can’t make any guarantees. We may also decline to distribute (or may remove from Music Libraries) one or more Recordings from any or all Music Libraries if we receive any legal claims regarding the particular Recording(s), if we reasonably believe that any legal claims or issues may arise, if a Recording may violate the terms and conditions of any Music Library, or for any other reason in our business judgment. And if our agreement with any Music Library expires or terminates, or if that Music Library ceases to operate entirely or in a particular territory, then your Recordings will no longer be available through that Music Library.

f. By opting into a Music Library, you warrant to That Pitch that you have read, understand, and agree to be bound by all of the terms and conditions of that Music Library, and that you and your Recordings and other content will comply fully with those terms and conditions.

3\. YouTube Content ID Administration

a. Conditional Automatic Enrollment. At the time of uploading any Recording to the Service, you will be asked to declare whether such Recording is already registered with a Content ID service, distributor, aggregator, or other third-party Content ID provider (an "Existing Registration"). If you declare that a Recording has no Existing Registration, that Recording is automatically enrolled in That Pitch’s YouTube Content ID administration program ("Content ID Program") upon upload, and such enrollment is not optional and is a condition of distributing that Recording through the Service. If you declare that a Recording has an Existing Registration, that Recording will not be enrolled in the Content ID Program, and That Pitch will not administer Content ID with respect to that Recording. You do not need to take any further affirmative action to enroll an individual Recording beyond the upload-time declaration described in this Section 3.a.

b. Accuracy of Declaration. You represent and warrant that any declaration you make under Section 3.a regarding the Existing Registration status of a Recording is true, accurate, and complete as of the date of upload. You agree to promptly update That Pitch, and to promptly correct the applicable declaration in the Service, if the Existing Registration status of any Recording changes at any time during the Term, including if you register a Recording with another Content ID provider after uploading it to the Service, or if an Existing Registration you previously declared is terminated. You acknowledge that That Pitch relies on your declaration in determining whether to enroll a Recording in the Content ID Program, that That Pitch does not independently verify Existing Registration status, and that a false, inaccurate, or outdated declaration may result in duplicate registrations, conflicting Content ID claims, withheld or clawed-back revenue, or suspension of Content ID administration under Section 3.f. You assume sole responsibility and liability for any consequences arising from an inaccurate or outdated declaration.

c. Exclusive Administration of Enrolled Recordings. For each Recording enrolled in the Content ID Program pursuant to Section 3.a, That Pitch shall be the sole administrator of Content ID for that Recording during the Term, and you may not register, administer, or claim Content ID rights in that Recording through any third-party Content ID service, distributor, aggregator, or any other channel while it remains enrolled in the Content ID Program. Any attempt to register an enrolled Recording with a competing Content ID service during the Term shall constitute a material breach of this Agreement. This Section 3.c does not apply to any Recording with a declared Existing Registration that has not been enrolled in the Content ID Program.

d. Scope of Authorization. For each Recording enrolled in the Content ID Program, you authorize That Pitch to:

• (i) create, register, and maintain Content ID reference files and fingerprints for that Recording with YouTube and any successor or related services operated by Google LLC;
• (ii) assert Content ID claims on your behalf against any third-party content on YouTube or related platforms that matches that Recording;
• (iii) monetize, block, or track matched content as That Pitch determines appropriate in its administration of the Content ID Program, subject to the terms of That Pitch’s agreement with YouTube and any third-party Content ID provider engaged under Section 3.e;
• (iv) collect all Content ID royalties, revenue, and other income generated through the Content ID Program on your behalf; and
• (v) take any and all actions reasonably necessary to administer, maintain, and enforce Content ID claims on your behalf during the Term.

e. Third-Party Providers. That Pitch may engage, change, or use one or more third-party Content ID service providers, including affiliated entities, in its sole discretion to administer the Content ID Program on That Pitch’s behalf. Your agreement to the Content ID Program constitutes your consent to That Pitch’s use of such third-party providers for the purposes described in this Section 3.

f. Ownership of Content ID Royalties. All Content ID royalties and revenue collected by That Pitch or its third-party Content ID providers on your behalf with respect to enrolled Recordings will be credited to your That Pitch account in accordance with the payment terms set forth in Section 7 of this Agreement. That Pitch does not retain any portion of Content ID royalties collected on your behalf beyond (i) any applicable payment processing fees as described in Section 7, and (ii) any fees charged by third-party Content ID service providers engaged by That Pitch under Section 3.e to administer the Content ID Program.

g. Ownership Representations Specific to Content ID. By enrolling a Recording in the Content ID Program, you represent, warrant, and covenant that:

• (i) you own or control 100% of the master recording rights in that Recording, and that no third party has any ownership interest, lien, or encumbrance in that Recording that would conflict with or limit That Pitch’s ability to administer Content ID on your behalf;
• (ii) that Recording has no Existing Registration other than as accurately declared under Section 3.a, and any prior registration with another Content ID service, distributor, or aggregator that would conflict with That Pitch’s administration rights under Section 3.c has been fully terminated prior to enrollment;
• (iii) no other party has or will have the right to assert Content ID claims in that Recording during the period it remains enrolled in the Content ID Program;
• (iv) that Recording is an original work and does not contain any uncleared samples, interpolations, or third-party copyrighted material that would result in a legitimate third-party Content ID claim against it; and
• (v) you will promptly notify That Pitch if you become aware of any conflicting Content ID registration, claim, or dispute involving that Recording.

h. Disputes and Conflicts. In the event that a third party asserts a conflicting Content ID claim against any enrolled Recording, or in the event That Pitch receives notice of any dispute regarding the ownership, Existing Registration status, or administration of Content ID rights in any enrolled Recording, That Pitch reserves the right to suspend Content ID administration for the affected Recording pending resolution of the dispute. That Pitch shall not be liable to you for any lost Content ID revenue resulting from such a suspension. You agree to cooperate fully with That Pitch in resolving any such disputes and to provide any documentation or information That Pitch reasonably requests in connection therewith.

i. No Guarantee of Claims or Revenue. That Pitch makes no representation or warranty that Content ID registration will result in successful identification of infringing content, that all matching content will be claimed, or that any particular amount of Content ID revenue will be generated. Content ID identification technology is operated and maintained by YouTube and third parties outside of That Pitch’s control, and That Pitch shall not be liable for any failure of such technology to identify, claim, or monetize matching content.

j. Wrongful Claims Liability. You acknowledge that asserting Content ID claims against content you do not own or have rights to can result in serious legal and financial consequences, including copyright infringement claims, DMCA counterclaims, and account termination by YouTube. You assume sole and complete liability for any wrongful Content ID claims that result from inaccurate ownership or registration-status representations made by you, including any inaccurate declaration under Section 3.a. That Pitch shall have no liability for any Content ID claims asserted on your behalf based on Recordings you uploaded and represented as your own and as having no conflicting Existing Registration. You agree to indemnify, defend, and hold harmless That Pitch and its affiliates, officers, directors, employees, agents, successors, and assigns from and against any and all claims, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising from any wrongful or disputed Content ID claim resulting from your breach of the representations set forth in this Section.

k. Post-Termination. Upon termination or expiration of this Agreement, That Pitch will take reasonable steps to remove any enrolled Recordings from the Content ID Program. However, you acknowledge that removal from Content ID may not be instantaneous and that previously registered reference files may remain active for a period of time following termination while YouTube processes the removal. That Pitch shall not be liable for any Content ID activity that occurs during this transition period. Upon removal, you will regain the ability to independently register your Recordings with a Content ID service of your choosing.

l. YouTube’s Terms. The Content ID Program is operated by YouTube and is subject to YouTube’s terms of service and Content ID policies, as amended from time to time. That Pitch’s ability to administer Content ID on your behalf is contingent on That Pitch’s ongoing agreement with YouTube, any applicable agreement with a third-party Content ID provider engaged under Section 3.e, and YouTube’s continued operation of the Content ID program. That Pitch shall not be liable to you if YouTube modifies, restricts, or terminates the Content ID program or That Pitch’s or its third-party providers’ access to it for any reason.

YOUR ACCOUNT

a. When you register for our Service, you will establish a username and password that will provide access to an online user dashboard for your account on our website, currently www.thatpitch.com (our “Site”). Please keep your username and password safe and secure, as you will be solely responsible for any Recordings and other content uploaded and for all financial transactions and other activity conducted through your account. We will not be responsible for any activity transacted via or through your account.

b. At the time of registration, you choose which level of user account you would like, depending on your budget and the level of services you want.

c. The artist name(s) you choose will last for the duration of the term of your Agreement with us, and can’t be changed. If you upgrade within your first 12 months as a paying That Pitch member, we will process your payment immediately.

d. Your monthly or annual registration fee must be paid with a valid credit card and, as described below under “Term,” will automatically recur annually until you terminate the Term of this Agreement. Therefore, you must maintain a valid credit card on account with us throughout the Term. We currently accept Visa, MasterCard and American Express, but reserve the right to add or change payment methods during the Term. You expressly authorize That Pitch to charge the applicable amount, plus any applicable taxes, to the credit card you provided or, in our sole discretion, to deduct that amount from monies payable by us to you. Any refunds are in That Pitch’s sole discretion. In addition, if you owe any fees or other amounts to That Pitch, we may deduct or set-off such amounts from any current or future payments to you, in addition to our other rights and remedies.

TERM

a. The term of this Agreement (the “Term”) will begin on the Effective Date and will continue for one (1) year, unless renewed or terminated earlier.

b. The Term will renew automatically at the end of each annual contract period (and your credit or debit card will be charged accordingly) unless you terminate your account prior the end of the then-current contract year via your account on the user dashboard on the Site.

c. That Pitch may terminate the Term for any reason, including but not limited to if we reasonably believe that you or any of your Recordings or other content have violated this Agreement or the terms and conditions of any Music Library, that you or your Recordings infringe the intellectual property or other rights of any person or entity, if we are told by any Music Library or reasonably believe that Music Libraries will not accept your Recordings or other content specifically or categorically, or that you are otherwise abusing our Service or any Music Library or engaging in fraudulent or illegal activity. We may also terminate the Term if the credit or debit card that you provided to us expires, is cancelled, if our attempts to charge your Service fee are declined for any reason, or if we reasonably believe that charges were incurred fraudulently. So if the number, expiration date, billing address, or any other card or account information changes, please be sure to update your That Pitch account promptly via the Site user dashboard. At our sole option, we may nevertheless elect to renew the Term and to deduct the applicable renewal fee from any and all sums payable to you hereunder. We may also terminate the Term if our Service is discontinued for any reason.

d. After the end of the Term, we will notify all applicable Non-Exclusive Music Libraries to remove your Recordings and will have no further obligation to you other than to account and pay for monies earned during the Term. Customers who downloaded or otherwise accessed your Recordings may be able to retain and continue listening to your Recordings even after the Term of this Agreement is over.

GRANT OF RIGHTS

a. In order for us to provide the Service and to distribute your Recordings (which, solely for purposes of clarity, and as a reminder to you, includes the Compositions) and related content to your selected Music Libraries via our Service and/or on That Pitch’s sites/services or digital platforms, our lawyers and the Music Libraries need us to confirm that you grant us the non-exclusive, sub-licensable right and license during the Term and throughout the Territory to:

i. reproduce and distribute your Recordings, to Music Libraries for them to sell or sublicense to their Customers by any and all applicable digital (non-physical) formats, configurations, technologies and methods (including, without limitation, permanent downloads, temporary or “tethered” download, interactive and non-interactive streaming, “scan and match” services, “cloud” services, digital jukeboxes, digital and online/wireless karaoke services, business establish background services, home exercise background and audiovisual services, and other audiovisual services) to any and all capable devices (including, without limitation, to personal and tablet computers and smartphones), in each case as now or hereafter known. Without limiting the foregoing, you acknowledge that the foregoing rights include the rights to allow Music Libraries and/or their users to synchronize your Recordings in timed relation with visual images in any and all media, and any necessary rights of performance and reproduction required for the operation of such Music Libraries;

ii. create, reproduce, publicly perform and make available, and to authorize Music Libraries to reproduce, create and publicly perform and make available, free preview clips of your Recordings via streaming format either on That Pitch Sites or via the Music Libraries;

iii. authorize third-party partners and/or licensees of That Pitch, which offer services permitting the creation, use and exploitation of so-called “remixes” of your Recordings and so-called “user generated content” embodying your Recordings, including, without limitation, YouTube, Facebook and Instagram (collectively, the “UGC Services”). Without limiting the foregoing, you agree that That Pitch shall have the right to grant UGC Services the following related rights: (1) to synchronize and authorize others to synchronize your Recordings (which again, solely for clarification, includes the Compositions), with visual images and/or combine excerpts of your Recordings with any series of still or moving images, either pre-capture, post-capture or as a live stream; (2) to use and include your Recordings and/or remixes of your Recordings in “Mix Content” which shall mean the combination of two (2) or more whole or partial audio-only tracks which may be harmonically, rhythmically or otherwise mixed, remixed, edited or mashed up; (3) to store, host, reformat, make on-demand streams of, make conditional (“limited” or “tethered”) downloads of, and display your Recordings as have been embodied in user videos, “art tracks,” audio-only tracks (including remixes), label videos and Mix Content, and to make your Recordings available on and through the UGC Services, including without limitation, in embedded YouTube video players; (4) to reproduce, distribute, and prepare derivative works (including synchronization rights and remix rights) based upon your Recordings, to the extent necessary for the purpose of engaging in any of the foregoing activities, to collect all income from the foregoing activities, and to create reference files and fingerprints of the Recordings, and to store and use such files; (5) grant the UGC Services all necessary rights to (and to pass through such rights to users as applicable) include the Recordings, in Google’s so-called “AudioSwap Library” (or any successor product thereto which is owned or controlled by Google) and similar “libraries” of the UGC Services, which consist of master recordings any of which users may add to their user videos and/or Mix Content, as applicable; and (6) display album artwork in association with videos and audio-only tracks created in connection with the UGC Services. The UGC Services will also have the rights to (and to pass through such rights to labels and users as applicable): (AA) create so-called “art tracks” using your Recordings; (BB) create reference files and fingerprints of your Recordings; and (CC) use your Recordings in Facebook properties that include musical emojis/stickers, video re-mix, send-a-lyric, virtual reality experiences, singalong with lyrics. “UGC Services” shall include all mirror and derivative sites, including mobile, all replacements or successor versions thereof, and all international versions thereof, and any features thereof made available to paying or non-paying users through application programming interfaces (or “apps,” as such term is commonly understood in the technology industry), and any other product, device or service (including mobile devices), including embeds and playback pages, capable of accessing the videos and audio-only tracks made available on or through the UGC Services websites, even if accessed through a means other than such websites.

iv. display and otherwise use your artist(s) and/or label name and logo (if you have one) and all artwork, song and album titles, all trademarks, service marks, logos and trade names, and all artist, songwriter, producer and mixer names and approved likenesses, each as embodied in metadata within the Recordings or otherwise provided by you (“Materials”), on That Pitch Sites, on the Music Libraries’ sites and services, and in any marketing, advertising or promotional materials for our Service or for the Music Libraries. Without limiting the foregoing, the Music Libraries may (but shall have no obligation to) create editorial content regarding you and your Recordings and may classify or categorize the same for inclusion within one or more genres;

v. collect income from the Music Libraries from their exploitation of your Recordings (and to collect income after the Term from exploitation of your Recordings during the Term); and

vi. notify Music Libraries and other third parties of our rights and relationship per this Agreement, and to include your name and logo (if you have one) in any listing of That Pitch licensors.

b. You also grant to us and to your selected Music Libraries the right and license during the Term and throughout the Territory to take all steps desired or required to effect the foregoing rights and to distribute your Recordings and Materials as contemplated in this Agreement, including without limitation, to store, host, cache, reproduce, convert, edit, serve, transmit and publicly perform such Recordings, and as otherwise required pursuant to our agreements with those Music Libraries, as may be amended from time to time during the Term. You understand that Music Libraries may grant to Customers rights to use your Recordings beyond the Term of this Agreement, even perpetual rights. As noted above, Music Libraries and/or we may decline to distribute or otherwise exploit any Recordings or other Materials (or to remove any Recordings that have already been distributed or offered to Customers) in our reasonable business judgment. You will be deemed to have approved any artwork, photographs, biographical material or other information or materials that you provide to us.

c. Additionally, and in no way limiting any rights granted by you herein above, you hereby grant to That Pitch a direct license to publicly perform your Recordings (which, solely for purposes of clarity, include the Compositions) on the That Pitch Sites. In the event you are affiliated with a performing rights society, performing rights organization or other collection society (“PRO”) to which you have granted the non-exclusive right to administer the public performance rights in and to your Recordings and/or Compositions, you agree to notify each such PRO, in accordance with the requirements of your applicable PRO membership agreement(s), of your agreement to grant the direct public performance license pursuant to this paragraph and as otherwise provided in this Agreement.

YOUR RESPONSIBILITIES

a. You are solely responsible for and must have obtained all necessary rights, licenses, waivers, clearances and permissions, including without limitation all music publishing rights and licenses in order to distribute, reproduce, display, publicly perform, synchronize with audiovisual works or otherwise exploit the Compositions (including the lyrics of such Compositions), throughout the Territory for all Recordings and other Materials in order to enable That Pitch and your selected Music Libraries to fully exploit all their rights hereunder free of any claims, liens, encumbrances or other restrictions. Your uploading of Recordings and delivery of any other Materials shall be your unqualified warranty and representation to us that you have obtained any and all such rights required and necessary for That Pitch and your selected Music Libraries to sell, distribute, publicly perform, promote, and otherwise exploit such Recordings and Materials as contemplated under this Agreement, including the waiver of all so-called “moral rights”, under the laws of any jurisdiction, on your behalf as well as on behalf of any and all contributors involved in any manner with the creation and delivery of your Recordings.

b. Without limiting anything in this Agreement, you are solely responsible for and shall timely pay (i) any and all royalties, including without limitation all mechanical royalties and synchronization fees, and all other amounts due to artists, producers, mixers, engineers, licensors and any other royalty participants from the sales, license, performance and/or other exploitation of your Recordings and Materials, (ii) any and all royalties, including without limitation all mechanical royalties and synchronization fees, that may be payable by you to the owners or administrators of copyrighted recordings (e.g., samples) and/or musical compositions embodied in your Recordings, (iii) all payments that may be required under union, guild or other collective bargaining agreements applicable to you or third parties, and (iv) any other royalties (including without limitation mechanical royalties), fees and/or sums payable with respect to the Recordings or Materials, including, without limitation, any royalties that may be required to be paid, pursuant to the applicable laws of any jurisdiction, as a result of authorized exploitations by That Pitch or your selected Music Libraries of your Recordings (including, for purposes of clarity, the Compositions) for so-called performer’s rights, equitable remuneration rights or neighboring rights, however characterized under local law. If any portion of your Recordings are now or in the future administered in any territory(ies) by any PRO, you are obligated to notify such third party PRO(s) of this Agreement. You understand and acknowledge that That Pitch will not be making any such payments on your behalf or otherwise. WE DO NOT AND CANNOT PROVIDE YOU WITH LEGAL ADVICE REGARDING YOUR OBLIGATIONS TO THIRD PARTIES, SO PLEASE CONSULT A QUALIFIED LAWYER BEFORE ENTERING INTO THIS AGREEMENT AND UPLOADING ANY RECORDINGS TO OUR SERVICE.

Automatic Import Feature

a. Authorization and Agency. If you choose to use the Automatic Import feature (“Import Feature”), you hereby expressly authorize That Pitch to act as your limited agent solely for the purpose of locating, accessing, and retrieving audio content and associated metadata that you identify as your own (“Imported Content”) from third-party platforms and services (“Third-Party Platforms”). That Pitch’s retrieval of Imported Content occurs exclusively at your direction, on your behalf, and under your authorization. That Pitch does not independently select, access, or retrieve any content through the Import Feature without your express initiation and direction.

b. Ownership Representation. By initiating any retrieval of Imported Content through the Import Feature, you represent, warrant, and covenant to That Pitch that:

• (i) you are the sole and exclusive owner of, or are otherwise fully authorized to reproduce, distribute, and exploit, 100% of the Imported Content, including without limitation all master recording rights, underlying composition rights, and any other intellectual property rights embodied therein;
• (ii) the Imported Content does not contain any samples, interpolations, or third-party material for which you have not obtained all necessary clearances, licenses, and permissions;
• (iii) you have the full legal right and authority to authorize That Pitch to retrieve the Imported Content on your behalf;
• (iv) no third party has any claim, lien, encumbrance, or other interest in the Imported Content that would conflict with or limit your authorization to That Pitch hereunder;
• (v) the Imported Content you identify for retrieval is not content belonging to any other artist, rights holder, or third party, and you have not and will not misrepresent the ownership or identity of any Imported Content; and
• (vi) all representations made by you in connection with the Import Feature are truthful, accurate, and complete at the time of initiation and will remain so throughout the Term.

c. Your Sole Liability. You acknowledge and agree that That Pitch has no ability to independently verify your ownership of or rights to any Imported Content prior to retrieval. Accordingly, you assume sole and complete liability for any and all claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising from or related to: (i) any Imported Content that you do not own or have the lawful right to authorize That Pitch to retrieve; (ii) any misrepresentation of ownership or rights made by you in connection with the Import Feature; (iii) any claim by a third party that the retrieval, reproduction, or distribution of Imported Content infringes or violates any copyright, trademark, right of publicity, contract, or any other right; and (iv) any violation by you of any applicable law, rule, or regulation in connection with your use of the Import Feature.

d. Indemnification. You agree to indemnify, defend, and hold harmless That Pitch and its affiliates, officers, directors, employees, agents, successors, and assigns from and against any and all claims, suits, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) your use of the Import Feature; (ii) any breach of the representations, warranties, or covenants set forth in this Section; (iii) any claim that Imported Content retrieved at your direction infringes or violates any third party’s rights; or (iv) any false or inaccurate representation you make regarding your ownership of or rights to any Imported Content. This indemnification obligation shall survive the termination or expiration of this Agreement.

e. Termination of Import Access. That Pitch reserves the right, in its sole discretion, to suspend or permanently revoke your access to the Import Feature at any time, with or without notice, including but not limited to if That Pitch receives any claim or has reasonable grounds to believe that any Imported Content was retrieved without proper authorization or ownership rights, or that you have violated any provision of this Section. Such suspension or termination shall not limit any other rights or remedies available to That Pitch.

f. No Liability for Import Failures. That Pitch does not guarantee that the Import Feature will successfully locate, access, or retrieve any particular content from any Third-Party Platform. Third-Party Platforms may restrict, block, or otherwise prevent retrieval at any time and for any reason. That Pitch shall not be liable to you for any failure, interruption, or unavailability of the Import Feature, or for any content that cannot be retrieved through the Import Feature for any reason.

g. Acknowledgment. By using the Import Feature, you acknowledge that you have read and understood this Section in its entirety, that you are making legally binding representations regarding your ownership of and rights to Imported Content, and that you understand that misrepresentation of ownership may expose you to civil and criminal liability under applicable copyright law and other applicable laws.

PAYMENT & ACCOUNTING TERMS

a. In full consideration of the rights and licenses granted hereunder, we will post to your That Pitch account one hundred percent (100%) of any and all monies that we actually earn and receive in U.S. Dollars in the U.S.A. from your selected Music Libraries which are directly attributable to their exploitation of your Recordings, after deducting (i) any applicable PayPal fees or other payment processing fees, (ii) any fees for legal clearance if deemed necessary, which may include but are not limited to lawyers in multiple territories and clearedmusic.io.

If That Pitch receives a lump-sum payment from a Music Library that is not attributable to any particular artist account(s) or specific Recordings from any particular artist account(s), That Pitch will, in its sole discretion, determine if, and to what extent, any portion of such monies shall be payable hereunder. Without limiting the immediately preceding sentence, That Pitch may determine to distribute such monies (i) on a pro-rata basis based on the number of artists with whom That Pitch has distribution agreements; (ii) in its discretion among artists based on an historical earnings and/or proxy formula determined solely by That Pitch; or (iii) based upon the amount the Music Library actually credits That Pitch for your Recordings subsequent to the payment to That Pitch.

Once payment has been credited to your account, you will be able to withdraw money from your account at your discretion. You will be responsible for any bank fees or other charges related to such withdrawals. Any sums that we receive in foreign currency will be converted to U.S. Dollars at either the same rate received by us, or the current spot exchange rate at the time of transaction from store to That Pitch, or from That Pitch to you.

For the avoidance of doubt, your payment is an “all-in” pay-through payment, from which you are solely responsible for paying and accounting to all applicable taxes, tariffs, licensors, songwriters, publishers, artists, producers, mixers, and other third parties (unless you have opted into our optional mechanical licensing service, in which case mechanical royalty payments to songwriters and publishers will be deducted prior to monies being credited to your account). We cannot offer any legal, tax, accounting, or other advice; please consult your own advisors regarding those matters.

b. You understand and acknowledge that Music Libraries may retain for themselves a portion of income that they receive from Customers and may deduct or withhold sums from the amount that they pay to That Pitch. Sums retained or withheld by Music Libraries may include, without limitation, taxes and tariffs, administration fees, royalties or fees paid to third parties, wire transfer fees, and credit card processing fees and chargebacks. That Pitch shall be entitled to rely on payments and accountings received from Music Libraries. Any objection relating to any accounting statement or any lawsuit arising therefrom must be made (and/or lawsuit commenced) no later than one (1) year after the date the statement is rendered, and you waive any longer statute of limitation that may be permitted by law. You shall have no right to inspect or audit our books and records, or those of Music Libraries.

c. That Pitch makes payments via PayPal and various other methods and may deduct fees incurred by That Pitch in remitting payment. Unless you use PayPal, you MUST BE APPROVED BY That Pitch FOR ALL OTHER PAYMENT METHODS BEFORE RECEIVING PAYMENT FROM That Pitch. IT IS YOUR RESPONSIBILITY TO MAKE SURE YOUR PAYMENT METHOD IS FUNCTIONAL. During the Term, we may change or add additional payment methods. That Pitch also communicates with you via email so YOU ALSO MUST PROVIDE That Pitch WITH AN ACTIVE EMAIL ACCOUNT TO RECEIVE IMPORTANT NOTICES FROM That Pitch, and you are responsible for making sure the email account is active, able to receive emails from That Pitch, and that your email address on file with That Pitch is up-to-date.

d. After we receive a payment for you from a Music Library, you will be able to withdraw it from your account. You must then affirmatively accept and withdraw the payment from your That Pitch account in order for us to transmit the royalties to you. We may also make available to you via your user dashboard a portion of accounting statements that we receive from your selected Music Libraries for the applicable period. We may redact those statements for any confidential information or information related to third parties. If your account is maintained on behalf of a group, company, partnership, or anything other than you alone, then you shall be responsible for paying anyone else. We will only make payments to the individual accountholder, or any paid accountholders you’ve specified in your Splits dashboard. Split percentages are set by the primary uploader and reflect their accounting arrangement with collaborators. That Pitch offers split payments as a convenience feature only – we are not responsible for the accuracy of splits, nor do we arbitrate disputes between collaborators. If you believe your split percentage needs to be adjusted, you must reach out directly to the primary uploader. Split disputes between collaborators do not affect sync clearance and are resolved solely between the parties involved, without the recourse against That Pitch.

e. If required by applicable law, we may withhold payments to you, in whole or in part, pending receipt of your correctly completed Form W-9 (if you are a US resident for tax purposes), Form W-8 (if you are a non-US resident for tax purposes), updated \[annually / at our request\], or any other applicable tax-related forms evidencing that no withholding is required. If any information provided on such tax forms is incomplete, incorrect or misrepresented, we reserve the right to withhold sums due to you until all appropriate and correct information is submitted to and received by us that relieve withholding. We also reserve the right to withhold sums due to you if, based on appropriate and correct information that is timely submitted to and received by us, withholding is required under applicable law. You agree to indemnify us and you will be responsible for any costs, expenses and liabilities we may pay or incur as a result of any incorrect, inaccurate or misrepresented tax or financial information provided by you.

f. If we receive a claim or notice or otherwise reasonably suspect that any of your Recordings or Materials or your use of our Site or Service breaches any agreement, infringes any third party rights, violates this Agreement or any law, rule or regulation, that there is a dispute regarding the Recordings or Materials (including without limitation as to ownership or payment of monies), or that your activities involve misrepresentation, misconduct, deception, fraud, or other inappropriate conduct, then in addition to any other available rights and remedies, we may suspend or terminate the distribution of your Recordings and/or the Term of this Agreement and/or withhold payment of monies to you in an amount reasonably attributable in our discretion to such Recording(s), Material and activity until and unless any and all claims or other conduct are favorably resolved to our reasonable satisfaction, and we may deduct from your payments our related attorneys’ fees and legal costs in connection. You will forfeit any monies that are attributable to your fraud, infringement or other illegal activity.

g. For the avoidance of doubt, this paragraph 7 shall not apply to you if you are only a client of Cleared™ (clearedmusic.io) and not the Service generally.

REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

a. You represent and warrant to That Pitch that: (i) you are at least 18 years of age and have the legal capacity, right and authority to enter into this Agreement; (ii) you own or are otherwise fully vested of the necessary copyrights and other rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions by That Pitch, Music Libraries, and our and their respective permitted successors and assigns shall not violate or infringe any applicable law, rule or regulation or the rights of any third party; (iii) you have secured all third-party grants of rights, consents, licenses and permissions necessary, including without limitation mechanical, synchronization and any other licenses from copyright owners or proprietors, to grant all rights and licenses and otherwise fully perform all obligations hereunder, and shall make all payments and otherwise comply with all of your obligations under this Agreement; (iv) your Recordings and Materials, including, without limitation, all visual content embodied in your audio-visual Recordings, do not and will not, and the authorized use thereof by That Pitch, Music Libraries and their Customers shall not, infringe any copyright, trademark or other intellectual property or other rights (including without limitation rights of publicity, privacy or moral rights), of any third party, or violate any applicable treaty, statute, law, order, rule or regulation; (v) the files containing the Recordings and Materials that you upload or otherwise provide to us do not and will not contain any bugs, viruses, trojan horses or other defects or harmful elements or digital rights management restrictions; (vi) there are no actual or threatened claims, litigation, administrative proceedings or other actions regarding any Recordings or Materials or otherwise adverse to full exploitation of all rights and licenses granted hereunder; (vii) all data, metadata, and information provided by you under or in connection with this Agreement is and will be true, accurate and complete, and you agree to update the same promptly as necessary during the Term; (viii) you will make, and That Pitch will not be responsible for, any payments other than those specified in paragraph 7.a above in connection with the Recordings and Materials; (ix) you will use the Site and Service only in accordance with this Agreement and not for any fraudulent, infringing or inappropriate purposes; (x) any sale, assignment, transfer, mortgage or other grant of rights in or to your interest in any of the Recordings or Materials shall be subject to our rights hereunder and the terms and conditions hereof; (xi) there is no existing agreement, and you will not enter into any agreement or perform any act, which materially interferes or is inconsistent with the rights granted to us hereunder; (xii) you covenant and agree not make any claim or bring any legal action related to this Agreement, against any Music Library or UGC Service so long as such entities are not in violation of the rights you have granted to That Pitch hereunder; and (xiii) you have read and understand this Agreement and have had the opportunity to consult with independent legal counsel in connection with them.

b. You shall indemnify and hold harmless, and upon our request, defend, That Pitch and our affiliates, sublicensees (including your selected Music Libraries and their Customers), successors and assigns, and the respective directors, officers, shareholders, members, managers, employees, agents and representatives of the foregoing, from and against any and all claims, suits, proceedings, disputes, controversies, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and costs) resulting from: (i) a breach or alleged breach of any of your warranties, representations, covenants or obligations under this Agreement; (ii) any claim that the Recordings, Materials, data or information provided or authorized by you or on your behalf hereunder or the use thereof by That Pitch, a Music Library, or an ID Service (if applicable) violates or infringes the rights of another party; or (iii) any other act or omission by you or any of your licensors, agents or representatives. You will promptly reimburse That Pitch and any other indemnified parties on demand for any amounts subject to indemnification. We shall notify you of any such claim and shall control the defense thereof, though you may participate in such defense at your own expense. You may not settle any claim for which we may be liable without our prior written consent, which we will not withhold unreasonably. If any facts, claims, proceedings or other circumstances arise that would be subject to indemnification, then That Pitch, in addition to any other right or remedy, shall have the right to withhold from any payments otherwise due to you an amount reasonably related thereto until the claim, proceeding or circumstance has been finally resolved, settled or fully adjudicated and the judgment satisfied, or that the statute of limitations on such claim has run, or when you have provided reasonable and adequate security for the claim. That Pitch reserves the right to charge you (or deduct from monies payable to you) for any legal fees incurred by That Pitch as a result of your violation of this Agreement.

NO WARRANTIES; LIMITATION OF LIABILITY

a. THE SITE AND SERVICE (INCLUDING CLEARED™ (CLEAREDMUSIC.IO) ARE OFFERED AND PROVIDED TO YOU AS-IS. THAT PITCH MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION AS TO THE AMOUNT OF INCOME THAT MAY BE EARNED BY OR PAYABLE TO YOU HEREUNDER, OR AS TO THE CONDITION, QUALITY, CONTINUITY OF OPERATION, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF OUR SITE OR SERVICE. WE DO NOT GUARANTEE THAT ACCESS TO OR USE OF THE SITE OR SERVICE WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE OR SECURE. ANY AND ALL WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED. ADDITIONALLY, IN CONNECTION WITH CLEARED™ (CLEAREDMUSIC.IO), THAT PITCH MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THAT ALL MUSIC SERVICES AND STREAMING SERVICES WILL CROSS-REFERENCE THEIR MUSIC LIBRARIES AND UPLOADS WITH THE CLEARED™ (CLEAREDMUSIC.IO) DATABASE OR THAT OF ANY ID SERVICE, OR THAT SO-CALLED “FINGERPRINT” TECHNOLOGY WILL IDENTIFY ALL UNAUTHORIZED UPLOADS OF CONTENT ON ANY SERVICE OR PLATFORM.

b. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER THAT PITCH NOR ANY OF ITS AFFILIATES, EMPLOYEES, OWNERS, EMPLOYEES, REPRESENTATIVES OR AGENTS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOST SALES, LOSS OF DATA OR LOSS OF GOODWILL, FOR ANY ACTS OR OMISSIONS OF MUSIC LIBRARIES OR THEIR CUSTOMERS, ID SERVICES, OR FOR YOUR USE OF OR ACCESS TO THE SITE OR SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL That Pitch’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE SUMS ACTUALLY DUE TO YOU IN ACCORDANCE WITH PARAGRAPH 7.a ABOVE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN THAT PITCH AND YOU.

10. Identity Verification

a. Verification Requirement. That Pitch uses a third-party identity verification service to verify the identity of users where required by That Pitch in its sole discretion, including but not limited to in connection with payment processing, fraud prevention, rights ownership verification, and platform integrity. Identity verification may be required as a condition of accessing certain features of the Service, receiving payments, or continuing to use the Service generally. That Pitch reserves the right to require identity verification at any time during the Term.

b. Third-Party Processor. Identity verification services are provided by Didit.me (“Didit”), a third-party identity verification provider. By submitting to identity verification through the Service, you acknowledge and agree that your identity verification data will be collected, processed, and stored by Didit directly, and not by That Pitch. That Pitch does not host, store, or maintain copies of your identity verification documents, biometric data, or liveness check data on its own servers. All such data is processed exclusively by Didit in accordance with Didit’s own privacy policy and terms of service, available at didit.me. You are encouraged to review Didit’s privacy policy before submitting to identity verification.

c. Data Collected. The identity verification process conducted by Didit may include, without limitation, collection and processing of the following: (i) government-issued photo identification documents, including but not limited to passports, driver’s licenses, and national identity cards; (ii) a real-time liveness check, which may include facial recognition or other biometric analysis; (iii) your Internet Protocol (IP) address and related network information; and (iv) any other information Didit requires to complete the verification process. You consent to the collection and processing of all of the foregoing by Didit on That Pitch’s behalf by initiating the identity verification process.

d. That Pitch’s Limited Data Receipt. Upon completion of the identity verification process, That Pitch receives only a verification result from Didit indicating whether your identity has been successfully verified, along with any associated risk signals or flags generated by Didit’s analysis. That Pitch does not receive, access, or store the underlying identity documents, biometric data, or liveness check data submitted by you to Didit. The verification result received by That Pitch may be retained as part of your account record for the duration of the Term and for such period thereafter as required by applicable law or as necessary to defend against legal claims.

e. Accuracy of Information. You represent and warrant that all information and documentation you submit in connection with the identity verification process is truthful, accurate, complete, and belongs to you. Submission of false, fraudulent, or third-party identity information in connection with the verification process constitutes a material breach of this Agreement and may result in immediate termination of your account, forfeiture of any accrued payments, and referral to applicable law enforcement authorities. That Pitch reserves the right to take any and all legal action available to it in connection with fraudulent identity submissions.

f. Evidentiary Use. You acknowledge and agree that the verification result generated by Didit, together with associated metadata including timestamp, IP address, and risk signals, may be used by That Pitch as evidence in connection with any dispute, legal proceeding, or claim involving your account, your Recordings, or your use of the Service, including but not limited to disputes involving ownership of Recordings, fraudulent activity, split manipulation, or payment fraud. That Pitch’s retention of verification results for evidentiary purposes is a legitimate and necessary business interest and does not constitute a violation of your privacy rights.

g. No Guarantee of Verification. That Pitch makes no representation or warranty that the identity verification process will successfully verify your identity, that Didit’s technology will accurately process your submitted information, or that verification will be completed within any particular timeframe. That Pitch shall not be liable to you for any delay, failure, or error in the verification process, including any delay or denial of access to features or payments resulting from a failed or incomplete verification.

h. Third-Party Terms. Your use of Didit’s identity verification service is subject to Didit’s own terms of service and privacy policy. That Pitch is not responsible for and has no control over Didit’s data practices, security measures, or compliance with applicable law. Any dispute regarding the handling of your identity data by Didit must be directed to Didit directly. That Pitch shall not be liable for any loss, damage, or harm arising from Didit’s handling of your data.

i. Biometric Data. To the extent that the identity verification process involves the collection or processing of biometric identifiers or biometric information as defined under applicable law, including without limitation the Illinois Biometric Information Privacy Act (“BIPA”) or any similar state or local law, you acknowledge that such data is collected and processed exclusively by Didit and not by That Pitch. That Pitch does not collect, possess, store, or use biometric identifiers or biometric information. Any rights or claims you may have regarding biometric data are directed exclusively to Didit as the collecting and processing party.

j. International Users. If you are accessing the Service from outside the United States, you acknowledge that your identity verification data will be processed by Didit, which may transfer and process your data in jurisdictions outside your country of residence, including the United States. By submitting to identity verification, you consent to such transfer and processing. That Pitch makes no representation that Didit’s data practices comply with the laws of any particular jurisdiction outside the United States.

k. Retention and Deletion. As That Pitch does not store your underlying identity verification documents or biometric data, That Pitch is not able to fulfill requests for deletion of such data on your behalf. Any request for deletion of identity verification data must be submitted directly to Didit in accordance with Didit’s privacy policy and applicable law. That Pitch can fulfill requests for deletion of the verification result record held in your account, subject to any legal hold obligations or evidentiary retention requirements applicable at the time of the request.

MISCELLANEOUS

a. This Agreement, together with the Privacy Policy applicable to our Site generally, contains the parties’ entire understanding and supersedes any prior or contemporaneous correspondence, agreements or understandings regarding the subject matter herein. We may amend the terms of this Agreement from time to time, in which case we will notify you by changing the date at the top of this Agreement (so please be sure to check back often) and/or via e-mail or by notice to your dashboard on the Site. You must terminate your account if you do not agree to the revised Agreement; your continued use of the Site or Service (including Cleared™ (clearedmusic.io) will be deemed your acceptance.

b. A party’s waiver of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach of the same provision or any other provision of this Agreement. If any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms, such determination shall not affect any other provision hereof, and the unenforceable provision shall be limited solely as necessary or replaced by an enforceable provision that most closely meets the commercial intent of the parties.

c. That Pitch will not be liable for a curable breach of this Agreement unless you provide us with written notice specifying the alleged breach that we confirm receipt of, and we fail to cure such breach within ninety (90) days thereafter.

d. We may direct all notices and communications to you via the email address or street address associated with your account and/or via your dashboard account on the Site. All notices to That Pitch shall be sent to us at legal@thatpitch.com.

e. You may not assign, transfer or delegate any of your rights or obligations hereunder without our prior written consent, and any purported attempt otherwise will be null and void ab initio. We may assign, delegate, pledge, encumber, sublicense and otherwise transfer, this Agreement and/or any or all of our rights and obligations in order to operate the Service and Site. This Agreement will be binding on and inure to the benefit of the parties and their respective assigns and successors in interest.

f. We reserve the right to modify, discontinue or terminate the Service (including Cleared™ (clearedmusic.io) at any time and without prior notice. We are under no obligation to provide the Service (including Cleared™ (clearedmusic.io) continuously, or at all.

g. The relationship between the parties 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, employee, or representative.

h. This Agreement shall be construed and enforced exclusively in accordance with the laws of the State of North Carolina, without regard to its conflict of laws principles. Any action or proceeding brought by either party against the other arising out of or related to this Agreement shall be brought only in a state or federal court of competent jurisdiction located in Mecklenburg County, North Carolina, and the parties irrevocably consent to the in personam jurisdiction and venue of said courts. You agree that service of process by us to you by one of the methods designated above for the giving of notices will be deemed effective as personal service within Mecklenburg Country, and hereby consent to service of process by such methods.

Exclusive Recordings Addendum

Understanding Copyright Assignment

In the event that you upload a recording to an exclusive library and it is accepted, you will be provided with a contract specifically pertaining to that recording, which you are required to execute. Upon execution of this contract, a permanent and partial assignment of ownership over the copyright of the specified recording shall take effect. This assignment constitutes a legal and irrevocable transfer of the assigned portion of the copyright, hereinafter referred to as a “Copyright Assignment,” and cannot be rescinded.

Each exclusive recording shall be administered and registered to ensure the appropriate allocation of all respective royalties to you, the original creator of the music. By executing the contract, you hereby acknowledge and agree to the irrevocable nature of this Copyright Assignment and irrevocably waive any rights to reverse or modify the transfer of ownership for the specific recording. This provision ensures that the exclusive library possesses the requisite rights to fully exploit and administer the recording in accordance with the terms and conditions set forth in the exclusive agreement.

This process is conducted on a case-by-case basis for each individual recording and should not be confused with the uploading of music on a non-exclusive basis. Non-exclusive uploads do not involve any transfer of copyright ownership and are governed by the standard Distribution Agreement. This addendum serves as a supplementary provision.

Execution of Copyright Assignments

For each exclusive recording, you will be sent a contract via email and in-app notifications. This contract will be provided through a third-party service, such as Dropbox Forms. You are required to execute this contract to finalize the copyright assignment process.

In the event that you fail to execute the contract, you acknowledge and agree that we may restrict your access to this feature and notify our library network to prevent the acceptance of your music through other channels, as such failure may pose risks and cause complications for the libraries.

Rights Granted

By executing the copyright assignment contract, you are granting the music library perpetual, unlimited rights to license the recording to any party, worldwide, in perpetuity. This includes, but is not limited to, the rights to reproduce, distribute, perform, display, and create derivative works from the recording. Once the assignment is signed, the music library has full control and authority over the licensing arrangements, and you relinquish any ability to influence or prevent any licensing deals.

Term

The term of the copyright assignment is perpetual. Once the copyright assignment is executed, the transfer of ownership is permanent and will endure indefinitely.

Cleared™ (clearedmusic.io) Addendum

By signing up for That Pitch, in addition to your agreement to the applicable portions of the above Agreement, you further agree as follows:

Using Cleared™ (clearedmusic.io)

The Cleared™ (clearedmusic.io) service (“Cleared™ (clearedmusic.io)”) enables you to upload Recordings to our servers in order for us (through our proprietary technology or via our third party service audd.io to generate acoustic fingerprints of your Recordings (“Fingerprints”) and submit same to our partnered third party audio identification services (“ID Services”) with a request to block unauthorized uploads of such Recordings. Please note that by uploading Recordings to Cleared™ (clearedmusic.io), you authorize us to request that such ID Services block any third party uploads of Recordings. We may also make the Fingerprints (but not the audio versions of Recordings) available to third party music services so that they can use Fingerprints to detect, and block, potential unauthorized uploads and releases of your Recordings on such services.

In order for us to provide Cleared™ (clearedmusic.io), you agree that That Pitch may transmit, upload, register and maintain Recordings and Fingerprints provided by you or created by us through the Cleared™ (clearedmusic.io).

We currently accept Recordings in WAV and MP3 formats in connection with Cleared™ (clearedmusic.io). When you upload Recordings to Cleared™ (clearedmusic.io), you may have the option to provide us with additional information, such as artist name and song title. This information is not necessary for us to provide Cleared™ (clearedmusic.io), but if you provide this information, it may be sent to ID services and this information may become public.By using Cleared™ (clearedmusic.io), you agree that your Recordings and the associated Fingerprints may be registered with ID Services, which may include, without limitation, YouTube ContentID (https://en.wikipedia.org/wiki/Content\_ID\_(algorithm)), in order to include such Fingerprints as part of ID Services’ databases. As these ID Services are governed by their own terms and conditions, you warrant that you have read, understand, and agree to be bound by all of the terms and conditions of such ID Services. You acknowledge and agree that because we may have no control over such third party ID Services, we are not responsible for the availability of the ID Services, and do not endorse or warrant the accuracy of any ID Services, and shall in no way be liable or responsible for any content, advertising, products, or materials on or available from such ID Services. You further acknowledge and agree that we shall not be responsible or liable in any way for any damages you incur or allege to have incurred, either directly or indirectly, as a result of your use and/or reliance upon any such ID Services.

That Pitch reserves the right to accept or reject any Recordings uploaded to Cleared™ (clearedmusic.io) in That Pitch’s sole discretion, and That Pitch shall not be required to create a Fingerprint of any Recording or register any Recording with ID Services by reason of such Recording being uploaded to the Cleared™ (clearedmusic.io).

Rights

In connection with Cleared™ (clearedmusic.io), That Pitch, or That Pitch’s authorized designee, shall use Recordings solely for the purpose of generating Fingerprints. That Pitch shall be responsible for ensuring that its authorized designees comply with the applicable portions of these Terms when using the Recordings. As between you and That Pitch, you retain all right, title and interest in and to the Recordings. Except as may be expressly set forth herein, or if you are also a user of the That Pitch Service, no rights therein are licensed, transferred or assigned to That Pitch. For the avoidance of doubt, this paragraph shall in no way limit That Pitch’s rights under the Agreement as same applies to your registration and use of the That Pitch Service. As between you and That Pitch, That Pitch retains all right, title and interest in and to the Fingerprints as well as Cleared™ (clearedmusic.io), and any related software and technology, including all intellectual property rights that exist therein that may exist. Subject to your strict compliance with these Terms, we grant you a limited, personal, non-exclusive, revocable, nontransferable, and non-assignable license to use Cleared™ (clearedmusic.io).

Term and Termination

Your agreement to this Agreement commences on the Effective Date and will continue unless and until terminated by either party in accordance with the Agreement. Upon the termination of the Agreement, That Pitch will no longer use Recordings provided by you pursuant to this Agreement to generate Fingerprints for Cleared™ (clearedmusic.io), however, any Fingerprints created and registered prior to termination will remain registered with Cleared™ (clearedmusic.io) and the ID Services.