Terms And Condition

MUSIC DISTRIBUTION AGREEMENT

The website www.zoningo.com is owned and operated by Zoningo L.L.C. [Hereinafter“we”, “us”, “website”] with official address at 1544 Irving Street , Rahway NJ 07083.

The present music agreement governs the relationship between Zoningo and the user (hereinafter you, they, owner, licensor) in relation to the sale, distribution, downloading, licensing, transfer or leasing of the content provided by you to us. The scope of the present agreement shall apply to this website, mobile application (if any) developed by Zoningo for its services, services of our affiliate entities including joint ventures, subsidiaries, parent and sister companies and any other related corporate entity.

The present agreement is reflection of understanding of our relationship with you in relation to the management of the content provided by you. It shall supersede any previous or other such understanding. The standard language of the agreement is English and in case of a conflict between human readable form and machine readable form, the human readable form shall prevail.

KINDLY GO THROUGH THIS MUSIC AGREEMENT CAREFULLY BEFORE USING OUR SERVICES. BY USING OUR SERVICES OR CLICKING “I AGREE” OR “ACCEPT”, YOU EXPRESSLY AGREE TO ALL THE TERMS AND OBLIGATIONS UNDER THIS AGREEMENT. IF YOU DO NOT AGREE WITH US, PLEASE EXIT RIGHT NOW WITHOUT USING OUR WEBSITE ANY FURTHER.

We reserve and retain the absolute right to alter/amend/change or modify these terms and related documents, in whole or in parts, without any prior notice or intimation to you. It is recommended that you keep checking the same for updated policies though we will try to notify the changes on the home page.

Definition

Net Receiptsshall be understood to mean all monies actually received by Zoningo directly attributable to the sale, license or exploitation of the Originals hereunder less any and all bona-fide costs and fees incurred in connection therewith, including but not limited to encoding fees, transaction processing fees, applicable sales taxes, public performance, and union scale fees, if applicable.

Website shall refer to www.zoningo.com and all the extensions, services, mobile or tablet applications and root applications thereof.

Youshall refer to the owner who shall transfer the rights under this agreement.

Scope of Services and Content management

a. Zoningo, under this agreement, obtains the right to distribute, license, and sell certain master recordings [Hereinafter “Originals”], melodies, and the underlying musical compositions embodied therein submitted by you to via the Internet in a variety of formats on the website www.Zoningo.com. We may also distribute or perform similar actions via other third party Internet vendors or platforms not owned, controlled or managed by us.

b. We also reserve the absolute right to grant licenses for the use and exploitation of the originals, including but not limited to, in connection with film, television productions, advertisements, and other audiovisual content.

c. We shall be the exclusive distributor for the originals and your exploitation of rights shall be on a non-exclusive basis. You shall be limited in your exercise of distribution of originals for vendors and third party online retailers not covered or provided by us.

d. Zoningo offers two kinds of service plans for every album.

1. Premium Plan: The first plan is for the albums having more than two originals which shall be distributed from Zoningo.

2. Intro Plan: The second plan will cover the distribution of albums through Zoningo when the number of originals is not more than two.

e. The fees which you will pay for the plan opted for, shall not be refundable unless we terminate the service unilaterally without any notice or reason for doing so.

f. The plans opted for, cannot be changed after payment. Plan once selected shall be valid for the term given along with the plan. However, we allow users to override or add services and options to the existing plan.

g. If you fail to make payment for an existing plan, your plan shall be changed to default and continue to be on website unless you serve notice of termination upon us under this agreement.

Term

The agreement shall have a term of ne (1) year from the Effective Date and will automatically renew for additional one (1) year periods, until terminated in writing by either party ninety (90) days prior to the end of the then current period.

Territory

The territory of this Agreement will be agreed to by the parties on a per album basis.

Grant of Rights

The owner or the licensee shall grant Zoningo, without any limitation and subject to third party rights as provided under any document available on www.zoningo.com, the non-exclusive right: a.

i. To digitally sell, transfer, transmit, allocate, assign, rent, lease, distribute, advertise, publicly perform, and broadcast the Originals throughout the Territory, in all forms of digital or electronically transmitted media now known or hereafter devised;

ii. To transmit, distribute, license, and exploit the Originals via digital downloads and Internet transmission to end beneficiaries.

iii. To transmit, stream or broadcast the Originals, wholly or partially, on a gratis basis for purposes of inducing users to download or save the Originals. Owner agrees that to the extent that the Owner controls or administers rights in any underlying musical composition embodied in the Originals, no royalties or payments shall accrue or be payable with respect to any such gratis Preview Clip stream.

For clarification purposes, the preview or introductoryclip may be made available on the Site or any Third Party Site in such a manner so as to allow end beneficiaries to listen to the Preview Clip but not download/catch or save the Preview Clip for offline use;

iv. To employ, exploit and use in the defined territory the approved name, likeness, profile and biography of each artist whose performance is embodied in the Originals and the approved and provided album artwork, lyrics and liner notes relating to the Originals in connection with the advertising, distribution channels, publicizing or sale of Originals in all configurations, modes and retails provided that all materials provided by Owner to Zoningo shall be deemed approved expressly for purposes hereof; and

v. If Owner opts in for licensing services, to license and cause others to license the use, exploitation, and performance of the Originals, including, without limitation, the synchronization of the Originals in connection with, but not limited to motion pictures, television programs, advertisements, commercials and video games, and to collect all revenue/income related to any exploitation of the Originals licensed by Zoningo.

b. Zoningo shall assure and warrant that it shall not edit, remix, re-sequence or otherwise alter any Master delivered by Owner to Zoningo in any manner, except as otherwise provided herein.

c. All rights not expressly or explicitlyestablished forZoningo herein are expressly and irrevocably reserved for the Owner.

d. For the clarification purposes and without limiting the rights granted by Owner to Zoningo herein, it is understood and agreed that Zoningo shall be authorized to directly engage in the digital distribution of the Originals including but not limited to the Website and make the Originals available for digital distribution through Third Party Retailers approved by Owner.

e. At no point of time, the Owner shall grant and have granted any right or privilege to any third partywhich is inconsistent with any provision under this agreement or with any right granted toZoningo.

Revenue

The owner shall be paid in accordance with the payment schedule given below for all the rights transferred to Zoningo by the owner, subject to absolute performance of the agreement, terms and privacy policy by the Owner.

For albums or songs distributed via the “Freemium”Package:

a. 20[l] percent of Net Receipts originating from the sale and exploitation of the Originals via all essential stores as listed on the Site (excluding YouTube which shall be governed with the YouTube Agreement); and

For albums or singles distributed via the Premium Package:

A. 9[l] percent of Net Receiptsoriginating from the sale and exploitation of the Originals via all so-called “Digital Stores,” as listed on the Site (excluding YouTube); and

Accounting and Payments

The payment to the owner or licensor shall be made monthly on approximate basis. The mode of payment shall be PayPal and the owner is required to submit his PayPal details with us in order to accept payments. The payments shall appear in the paypal account of the owner within seven working days. All payments shall be made in the original currencies where the usage occurred.

The accounts and financial transactions shall be verified by an accounting or auditing firm appointed mutually by the parties. The findings and assertions shall be binding on the parties.

Representations and Warranties

You represent and warrant that

a. You are over 18 years of age, or the required legal age in your jurisdiction to form a binding contract, and if you are under 18 years of age, a guardian or your parents have reviewed this agreement on your behalf.

b. You agree that you are making an informed choice and at no point of time you were coerced, influenced or undue pressurized to give your consent to this agreement.

c. You warrant that you were given or you had access to adequate legal advice and the agreement is not biased, tilted or drafted in favour of Zoningo.

d. The owner warrants that he has the rights, authority, approvals and permissions required to enter into this agreement and perform all the obligations upon him under this agreement.

e. The Owner shall bear the sole responsibility for all the payments of any third party pertaining to royalties or other payments that may become due as a result of Zoningo’s exercise of its rights hereunder which may include but is not limited to any performing rights organizations, co-writers, producers, performers, and third party royalty participants;

f. The owner warrants that all the rights over intellectual property transferred to Zoningo under this agreement are free from any infringement claim or are not subject to any contractual or proprietary right of any third party. The owner warrants that any performance of this agreement by the Zoningo will not violate any intellectual property right of any third party.

Zoningo warrants and assures that it has absolute authority and legal right to enter to enter into this Agreement, to perform all of its obligations hereunder and to discharge all the warranties given herein.

Indemnification

Each party agrees to compensate, protect, indemnify, defend, and hold the other, including each party’s directors, officers, shareholders, agents, and employees and, in the case of Zoningo, its licensees, affiliates, associates, group companies, subsidiaries, Third Party Retailers, sub-distributors, and assigns, harmless from and against all third party claims and resulting damages, liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys’ fees and court costs, arising out of or connected with any breach or alleged breach by such party of any warranty, representation or agreement made herein or pertaining to any act, error, or omission committed by such party or any person or entity acting on such party’s behalf or under such party’s direction or control. Zoningo shall have the right to withhold payment of any and all moneys due to Owner hereunder in reasonable amounts related to such claim or action pending the disposition thereof.

Limitation of Liability

EXCEPT FOR AMOUNTS PAYABLE PURSUANT TO OWNER’S INDEMNIFICATION REQUIREMENTS, _____________’S PAYMENT RESPONSIBILITIES AND BREACHES OF CONFIDENTIALITY UNDER THIS AGREEMENT,

(I) NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, REMOTE, ACCIDENTAL, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR PENALTIES INCLUDING, BUT NOT LIMITED TO, LOSSES OF BUSINESS, REVENUE OR ANTICIPATED, FUTURE OR POTENTIAL PROFITS;

(II) NOTWITHSTANDING ANYTHING DISAGREEING CONTAINED HEREIN, ZONINGO'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF MONEY PAID BY ZONINGO TO OWNER IN THE ONE (1) YEAR PERIOD PRIOR TO THE BREACH OR ALLEGED BREACH BY ZONINGO OF THIS AGREEMENT GIVING RISE TO SUCH LIABILITY.

(III) THE LIMITATIONS OF LIABILITY SET FORTH HERE WILL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, WHETHER OR NOT THE PARTIES WERE OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE PARTIES AGREE THAT THE MUTUAL AGREEMENTS MADE IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK, AND THAT EACH PARTY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY.

Entire Agreement

This Agreement shall constitute the entire understanding and agreement between the Parties related to its scope, and shall supersede and control any and all prior representations, understandings and/or agreements. No other agreements, representation, or warranties, whether written or oral, shall be deemed to bind the parties hereto with respect to the subject matter hereof.

Nothing in this clause shall alter the operation of the terms of service, privacy policy and YouTube agreement and the present music agreement shall be incorporated by reference in the Terms.

Modification by Subsequent Agreement

This Agreement may be modified by subsequent agreement of the Parties only by an instrument in writing signed by the Parties or an oral agreement only to the extent that the Parties carry it out.

Construction

This Agreement shall be construed as if drafted by both Parties, and shall not be construed against any one party, or their representative, as having drafted the Agreement or any portion hereof.

Severability

If any provision of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity of such provision shall not affect the other provisions of this Agreement, and all provisions not affected by such invalidity shall remain in full force and effect.

Notice of Default

Neither party may commence a suit or legal action on account of a default by the other party in the performance of any of its obligations under this Agreement, unless the party seeking such suit or action shall first give the defaulting party written notice of the default, specifying the nature and circumstances thereof. The notice will be provided at least thirty (30) days prior to the commencement of a suit or legal action, except for non-payment by the Advertiser which action may be brought immediately, without prior notice.

Waiver

The waiver by either party of a breach or default in any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions; nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.

Successors and Assigns

All provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.

Survival

All covenants, agreements, representations, and warranties made in this Agreement or otherwise made in writing by any party pursuant to this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement.

Attorney's Fees

In the event that arbitration, suit, or action, whether at law or equity, is brought by any party to this Agreement to enforce any of its terms, and in any appeal therefrom, it is agreed that the prevailing party shall be entitled to reasonable attorney's fees and costs.

Counterparts

This Agreement may be executed in any number of counterparts, including by facsimile, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

Headings

The headings and the order in which the paragraphs appear in this Agreement have no significance whatsoever.

GoverningLaw, Jurisdiction, and Venue

This Agreement will be governed by, and construed in accordance with, the internal laws of the _______________________. Each party irrevocably submits to the general jurisdiction of the state and federal courts located in the ______________________________ in any action to interpret or enforce this Agreement and irrevocably waive any objection to jurisdiction that such party may have based on inconvenience of forum.

YOU ARE BOUND BY THE CHOICE OF TERRITORY YOU WILL FILL IN YOUR REGISTRATION FORM. BY CLICKING ON “I AGREE” YOU AGREE TO ALL THE TERMS AND CONDITIONS LAID DOWN IN THIS AGREEMENTWITHOUT ANY LIMITATION WHATSOEVER.

Music Audio Content Requirements:

?All assets must be delivered per the Juice Asset Submission Specifications found below:?Audio should be delivered with a sampling rate of 44.1 Khz and 16-bit or 24-bit resolution. The audio source MUST be stereo unless it does not exist.?Uncompressed audio formats supported are:?

Pre-Cut Ringtones

Pre-cut ringtones should be delivered with a sampling rate of 44.1Khz and 16-bit or 24-bit resolution. The audio source must be stereo unless it does not exist. The audio must be lossless and in one of the following formats: WAV, ALAC, FLAC (see table above). All other formats will be rejected.

The minimum length is 5 seconds and the maximum length is 30 seconds.

Music Album Cover Art

. TIFF with .tif extension (32-bit uncompressed), JPEG with .jpg extension (quality unconstrained), or PNG with .png extension.

. RGB (screen standard).

. Minimum size of 1400 x 1400 pixels.

. Images must be square.

. Images must be at least 72 dpiMusic Digital Booklet .

• PDF format with .pdf extension.

• Four-page minimum.

• No more than 10 MB in size.

• All fonts embedded.

• 72 dpi minimum.

• 11inx8.264in(28cmx21cm).

• RGB color.

• Horizontal presentation.

• All images full-bleed.