MUSIC DISTRIBUTION AGREEMENT

October 05, 2019

Please read the following distribution agreement (the “Agreement”) carefully. This is a legal agreement
between you (“you” or “Owner”) and Werdi Media, "werdimedia.com” (“Werdi Media”). By clicking on the
“accept” or “yes" or "agree" or "setuju" button at the submission form you agree to be legally bound by these
terms and conditions and in particular you are warranting that you are the Owner of all rights title and
interests in the Intellectual Property Rights in the content and all the components involved in the content that
you wish to upload. If you are not the Owner or the account holder or if you don’t agree with these terms and
conditions then you must not upload the content.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions
Words shall have the meanings given to them in this Agreement, including without limitation as
set out below
a. Content - means sound recordings, video content (i.e., audiovisual works), and the musical
works embodied in such sound recordings and video content, and any album related
artwork, photos, liner notes, metadata and other material related to your sound recordings
and video content that you have provided to Werdi Media, either by digital upload to the
Website or by delivery of Physical Product, either directly or via a third party acting on
your behalf.
b. Distributor - The person or legal entity duly authorized as distributor by the Owner of the
content;
c. Fees - The fees and other amounts payable under this Agreement, including those specified
in Clause 6;
d. Intellectual Property Rights - All current and future rights of copyright and all rights in the
nature of copyright in all language and all other intellectual property rights of whatever
nature, whether registered or unregistered, including trademarks and design rights to which
you now or may at any time after the date of this Agreement be entitled by virtue of or
pursuant to any of the laws in force on a worldwide basis;
e. Marketing Materials - All lyrics, text, photographs, pictures and graphics for use in a
catalogue with the Track.
f. Net Revenue - In relation to any Track, the price paid by any purchaser of the Track after
deduction of : (i) VAT and other sales tax, (ii) import duties or similar government levies;
(iii) deduction of a Partner's fees;
g. Owner - The owner;
h. Partners - The music retailers that you have selected when uploading the content;
i. Submitter - Refer to Account, account holder or uploader;
j. Track - Means the music track(s) to be uploaded by you pursuant to these terms and
conditions including the musical composition, lyrics and the recording;
k. VAT - Means:(i) value added tax as defined in the Value Added Tax Act 1994 and(ii) any
similar tax in any other jurisdiction; and
l. You - The Owner or Distributor who has an account with Werdi Media and who wishes to
upload a content(s) pursuant to the terms of this Agreement.

© 2019 Werdi Media. All rights reserved

 1.2 Interpretation
In this Agreement, unless the context otherwise requires:
a. The singular includes the plural and vice versa;
b. References to persons include individuals, trusts, partnerships, unincorporated bodies,
government entities, companies and/or corporations (in each case whether or not having
separate legal personality);
c. 'including\’ (or similar words) means including without limitation;
d. References to "writing" or "written" include by email;
e. Clause headings do not affect their interpretation; and
f. References to legislation (including any subsidiary legislation) include any modification or
re-enactment thereof

2. DURATION

2.1 This Agreement shall commence from the date of the upload of the content and continue for the
period of three years (the Initial Terms) at which point it will be renewed for successive periods
of one year unless terminated earlier:
a. By you on written notice to expire at any time subject to the provisions of clause 2.2; or
b. By us on immediate notice at any time at our sole and absolute discretion and without the
requirement to give any reasons for termination.
2.2 If you serve notice of termination you acknowledge that Werdi Media may be obligated to
supply the content to a Partner for a period beyond the terms of this agreement and you agree
that Werdi Media may continue to supply the content to such Partner(s) until Werdi Media may
withdraw the content without being in breach of terms of the Partner agreement. Werdi Media
will use its reasonable endeavors to do so but you should be aware that if the Partner(s) consent
this will still take approximately one to two months for withdrawal of the content from all
Partner sites.
2.3 Notice may be served by email by you to [[email protected]] and by Werdi Media to you at
the email address provided by you when you register an account with Werdi Media or any
subsequent email address that you notify to Werdi Media. Notice is deemed served upon sending
without the requirement for a read notice or other confirmation. Please note that any failure to
maintain a current email account or to notify us of a change does not affect the validity of service
of notice on you by Werdi Media.

3. GRANT OF LICENCE

3.1 In consideration of Werdi Media performing its obligations pursuant to the terms of this
Agreement you grant to Werdi Media the non-exclusive rights for the duration of this Agreement
and any run off period referred to in clause 2.2:
a. To hold, perform, market, publish and distribute the content in a digital format as part of
Werdi Media's catalogue of music for commercial exploitation and sell the content to
customers online via Werdi Media's website;
b. To grant a sub-license/media distribution agreement (on terms to be agreed between Werdi
Media and the respective Partner at Werdi Media's sole and absolute discretion) to Partners
of the right to hold, perform, market, publish and sell the content; and/or
c. To use such of the Marketing Materials as Werdi Media or a Partner sees fit.

© 2019 Werdi Media. All rights reserved

 3.2 You shall retain ownership of all Intellectual Property Rights in the content and the Marketing
Materials.
3.3 You waive your moral rights save for the right to be identified as the author or, if a Distributor,
attribute the author to the content.

4. WERDI MEDIA’S OBLIGATIONS

4.1 Werdi Media shall seek to sell the content in accordance with the terms of the license granted
pursuant to clause 3.1, but Werdi Media gives no warranty that the content will be made
available to Partners or for download from Werdi Media's website or if it is made available for
sale via a Partner or Werdi Media's website that any sales will be made.
4.2 Werdi Media reserves the right to withdraw the content (and the Marketing Materials) from its
catalogue and from any of its Partner's catalogues at any time (in addition to and without
prejudice to the rights of termination set out in clause 2.1.b) without notice on the grounds of
quality or if there are grounds to suspect that the content (or the Marketing Materials) infringes a
third party's Intellectual Property Rights.

5. UPPLY OF TRACK AND MARKETING MATERIALS

5.1 You may only submit the Track via upload in either a .wav or .mp3 format or any text for
Marketing Materials should be compatible with Word and any photographs/ graphics or pictures
for Marketing Materials must be uploaded as .jpg or .gif format.
5.2 Werdi Media will where possible use the Marketing Materials with the Track and procure that
the Partners use the Marketing Materials but gives no warranty or assurance and accepts no
obligation to use the Marketing Materials other than to credit you or if you are a Distributor,
your named author with being the author of the Track in Werdi Media's catalogue if the Track is
listed in the catalogue.
5.3 You as the submitter with Werdi Media are the only individual that is permitted to upload
content and are responsible for and will be held accountable for any unauthorized use of your
account on a full indemnity basis.

6. FEES

6.1 You shall pay to Werdi Media the amounts detailed on Werdi Media's website. Werdi Media
reserves the right to: (i) deduct any outstanding amounts from payments that Werdi Media may
owe to you; and/or (ii) suspend the provision of Werdi Media's services pursuant to this
Agreement.
6.2 Werdi Media shall pay to you 75% of the Net Revenue for your Track for the duration of this
Agreement.
6.3 Werdi Media pay all Fees on 45 days after the preceding month subject to there being a
minimum amount of 50 USD due. If there is less than 50 USD due then the Fees are not payable
and Werdi Media shall withhold payment until such time that there is 50 USD due and payable
to you or termination of this Agreement.
6.4 Werdi Media will make available the report of the downloads of your Track, which you will be
able to access via your email.

© 2019 Werdi Media. All rights reserved

7. LIABILITY

7.1 Werdi Media does not seek to exclude or limit any liability for personal injury or death arising
from Werdi Media's negligence; fraud or fraudulent misrepresentation; or any other liability to
the extent the same cannot be excluded or limited by law.
7.2 Werdi Media's liability in contract, tort (including negligence), misrepresentation (whether
innocent or negligent), breach of statutory duty or otherwise arising out of or in connection with
this Agreement shall not extend to any loss of profits or any special, indirect or consequential
loss or damage whatso ever.
7.3 Subject to the provisions of clauses 7.1 and 7.2, in no event shall Werdi Media's liability
(whether in contract, tort (including negligence) or otherwise) and in respect of all claims, losses
and damages arising under this Agreement shall not exceed the total amount received by Werdi
Media from you as payments of Fees as part of distribution cost and or Werdi Media's
commission for sale of the Tracks.

8. THIRD PARTY OBLIGATIONS

8.1 You shall be solely responsible for securing and paying for digital phonorecord delivery,
mechanical, public performance and any other licenses (as applicable) required from musical
composition copyright owners or their agents in connection with Company's exploitation of
rights hereunder, as well as royalties due to artists, producers and other persons who performed
in the making of the Recordings and all payments that may be required under collective
bargaining agreements or pursuant to any statutory schemes.
8.2 For digital download sales in the United States, your payment typically includes the mechanical
royalty on the underlying composition. In the case of the iTunes Match service, your payment
includes a publishing portion that covers both the mechanical and public performance royalties.
If you do not own or control the underlying composition(s) in your sound recording(s), it is your
obligation to pay these publishing royalties to the person or entity that does. Outside of the
United States, Company customarily requires Consumer Stores to secure and pay for music
publishing licenses (and such license fees may or may not be deducted by the Consumer Store
concerned from the proceeds payable to Company). If any Consumer Store outside of the United
States does not agree to secure and pay for music publishing licenses, Company shall have the
right, in its sole discretion, to either (i) decline to license such Consumer Store or (ii) assume the
responsibility to clear and pay for the music publishing licenses required in connection with such
Consumer Store's Sales, which license fees Company shall have the right to deduct from
amounts payable to you hereunder. To the extent that Company is required or elects, in its sole
discretion, to pay any of the foregoing amounts, such payments will be deducted from any
amounts otherwise payable to you hereunder.

9. WARRANTIES

You warrant, represent and undertake on a full indemnity basis to Werdi Media that:
a. You are acting as principal not agent and have the right, power and authority to enter into this
Agreement as the accountholder and without obtaining any consents of any third parties;
b. If you are the account holder on behalf of a band or a group, that all individuals concerned have
assigned ownership of all rights title and interest in the Intellectual Property Rights in the Track

© 2019 Werdi Media. All rights reserved

 to you and that you do not need to obtain any further consents and further that Werdi Media will
not have any obligation to make any further payments;
c. If you are the Owner that: you are the sole Owner of all rights title and interest in the Intellectual
Property Rights in all components of the Track without limit of territory or time period and the
Track is your sole and original creation and you do not need to obtain the consent of any licensor
of any Intellectual Property Rights in the Track;
d. If you are the Distributor that: the Track is the sole and original creation of the artist for whom
you are distributing the Track and that artist is the owner of all rights title and interest in the
Intellectual Property Rights in all components of the Track and you do not need to obtain the
consent of any licensor of any Intellectual Property Rights in the Track;
e. You have not copied any element of the Track or the Intellectual Property Rights in the Track;
f. You have not charged or assigned by way of security any of the Intellectual Property Rights in
the Track;
g. If you are in a country where it is a legal requirement, that you have registered and will maintain
registration of your copyright ownership of the Track;
h. The Track and/or the Intellectual Property Rights are not subject to any claims or litigation, are
free from all liens and encumbrances, do not infringe any rights (whether of intellectual property
of otherwise) of any third party or not otherwise unlawful; and
i. You are the owner of all rights title and interest in the Intellectual Property Rights in the
Advertising Materials or if any elements of the Advertising Materials are owned by a third party
then your uploading of such Advertising Materials and making available to Werdi Media and
Partners pursuant to this Agreement is permitted by and does not constitute a breach of the terms
or conditions of any license agreement.

10. INDEMNITY

You shall fully indemnify and keep indemnified and hold harmless Werdi Media from and against any
losses, damages, liability, costs (including legal fees) and expenses incurred by Werdi Media as a
result of or in connection with any breach of warranty (clause 8), action, demand or claim whatsoever
that arises in connection with Werdi Media's (or any Partner's) use or sale of the Track or Advertising
Materials whomsoever and howsoever arising anywhere in the world.

11. ENTIRE AGREEMENT

This Agreement contains the whole agreement between the parties relating to its subject matter and
supersedes any prior agreements, representations or understandings between them unless expressly
incorporated by reference in this Agreement. Each party acknowledges that it has not relied on, and
shall have no remedy in respect of, any representation (whether innocent or negligent) made but not
expressly embodied in this Agreement. Nothing in this clause limits or excludes any liability for fraud
or fraudulent misrepresentation.

12. CONFIDENTIALITY

You shall keep all information in relation to this Agreement confidential for the duration of this
agreement and the period of two years after termination of this agreement save for when such
information becomes part of the public domain or is required to be disclosed by law. Werdi Media

© 2019 Werdi Media. All rights reserved

 shall abide by the terms of its Privacy Policy subject to the following and by accepting these terms and
conditions you consent to:
a. If Werdi Media is requested to supply your details as part of a third party claim for infringement
of Intellectual Property Rights by a Track (or Marketing Materials) uploaded by you, you
confirm and agree that Werdi Media may provide all details provided by you to Werdi Media to
in relation to your account and such Track (or Marketing Materials) to the person making such
request in Werdi Media's sole and absolute discretion; and
b. If, in Werdi Media's sole and absolute discretion, Werdi Media suspects that the Track or the
Marketing Materials infringe a third party's intellectual property rights then Werdi Media shall
be entitled to supply your details to any intellectual property office, customs and revenue or law
enforcement agency.

13. GENERALS

13.1 Except as otherwise expressly stated, time shall not be of the essence with regard to the party’s
obligations under this Agreement.
13.2 Provisions which by their terms or intent are to survive termination of this Agreement will do so.
13.3 The parties are independent and not partners, principal and agent, or employer and employee, or
in any other relationship of trust to each other.
13.4 This Agreement is not intended to and does not give any person who is not a party to it any right
to enforce any of its provisions.
13.5 No party may assign, subcontract or encumber any right or obligation under this Agreement, in
whole or in part, without the other's prior written consent or except as expressly permitted in this
Agreement.
13.6 No amendment or variation of this Agreement will be valid unless agreed in writing by an
authorized signatory of each party.
13.7 If any clause in this Agreement (or part thereof) is or becomes illegal, invalid or unenforceable
under applicable law, but would be legal, valid and enforceable if the clause or some part of it
was deleted or modified (or the duration of the relevant clause reduced), the relevant clause (or
part thereof) will apply with such deletion or modification as may be required to make it legal,
valid and enforceable, and the parties will promptly and in good faith seek to negotiate a
replacement provision consistent with the original intent of this Agreement as soon as possible.
13.8 Unless otherwise expressly agreed, no delay, act or omission by either party in exercising any
right or remedy will be deemed a waiver of that, or any other, right or remedy.
13.9 This Agreement shall be binding upon, and ensure to the benefit of, each of the parties, their
respective personal representatives and their respective successors in title.

14. LANGUAGE

The language of this Agreement is English. All documents, notices, waivers and other written
communications between the parties in relation hereto will be in English.

15. GOVERNING LAW AND JURISDICTION

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter is
governed by and shall be construed in accordance with the laws of Indonesia. The parties irrevocably

© 2019 Werdi Media. All rights reserved

 submit to the exclusive jurisdiction of the courts of Indonesia to settle any disputes and claims which
may arise out of, or in connection with, this Agreement.

16. EXECUTION OF THIS AGREEMENT

a. To accept these terms and conditions and commence uploading content please click on the
"accept" button on submission form.
b. By clicking “accept” or “yes" or "agree" or "setuju" you agree to enter into this digital
distribution agreement with Werdi Media under the terms and conditions specified above. If you
don’t agree with the terms and conditions or don’t want to engage Werdi Media to distribute
your content, do not click “accept” or “yes" or "agree" or "setuju".

Digitally signed by Made Werdianta

Made DN: cn=Made Werdianta gn=Made

Werdianta c=ID Indonesia l=ID
Indonesia o=Werdi Media ou=Music
Publisher

Werdianta [email protected]
Reason: I have reviewed this
document
Location:
Date: 2021-04-01 12:08+08:00

© 2019 Werdi Media. All rights reserved