RIGHTS GRANTED

Subject to the terms the OWNER hereby appoints MAYVIBE as the Non-exclusive authorized representative for the sale, reproduction and digital transmission of its Digital Masters on Digital store(s), and further grants the following rights:

The Non-exclusive rights and license to digitally distribute, reproduce, market, advertise, promote and sell its Content on Digital store(s) in the Territory; to encode and reproduce the content for use into Digital Masters, Video Masters and digital downloads in form of ring back tones

To make available digitally, clips of content by streaming to promote the sale and distribution of the Digital Masters;

To use the OWNER’ Content, Artwork and Metadata as necessary to exercise MAYVIBE’s rights under the terms of this Agreement;

To promote, sell, distribute, digitally transmit and deliver Digital Masters, whether as digital or physical copies, as individual tracks or part of acompilation, entire albums, videos, lyrics and associated Metadata to purchasers who may use such Digital Masters in accordance with agreed terms; PROVIDED that where physical copies of CONTENT are distributed, it shall be for PROMOTIONAL purposes only.

To use the Content to promote the OWNER and MAYVIBE, and to use the name and likeness, biographical material, logos, trademarks, photographs, symbols, emblems, designs and other visual representations of the OWNER and any other individuals performing or other represented in the Content

To create derivative works including (but not limited to) lyric videos, MOVs for promotional and distribution purposes. To display and digitally transmit and deliver Artwork for use solely in conjunction with the applicable purchased Digital Master to copy, play and store the Content to computer servers in accordance with the terms of this Agreement; To sublicense the above granted rights to third party platforms for distribution, marketing, advertising and promotion purposes. To do all acts necessary and incidental for/to the furtherance of the purpose(s_)of this agreement.

COMMENCEMENT AND DURATION

This Agreement shall commence on the effective date and shall operate for a period of TWELVE (12) months, except otherwise earlier terminated in accordance with the provisions of this Agreement. After the expiration of the initial term, this agreement shall be auto-renewed annually on the anniversary of the effective date for a further period of 12 months per term until either party elects to terminate the agreement in accordance with the provisions of this agreement. This Agreement shall be so renewed on terms and conditions to be agreed upon by the Parties. The cost of a yearly subscription for the plan of choice shall be deducted by MAYVIBE from first revenue generated and payable to the OWNER in a financial year except this is waived by MAYVIBE.

PARTIES’ RIGHTS AND OBLIGATIONS

OWNER’S Rights and Obligations
The OWNER agrees:

To provide and deliver the Content in digital format to MAYVIBE. You shall provide e-Masters, Metadata (including artwork) and (to the extent available) photographs and promotional materials for use in promoting the e-Masters and any other materials by sending such contents to MAYVIBE. The Content may be sent to MAYVIBE via the internet or be physically delivered to MAYVIBE’s address stated in this Agreement;

To be responsible for and timely pay any royalties and other income due to artists, authors, co-authors, copyright OWNER, co-copyright OWNER, producers, publishers and/or other record royalty participants from sales or other uses of Digital Masters

to fully indemnify and hold MAYVIBE harmless against all actions, claims, proceedings, damages and/or liabilities, costs and expenses (including reasonable legal costs and expenses) suffered or incurred by MAYVIBE arising as a result of any breach or non-performance or non-observance by the OWNER of its warranties, agreements or obligations;

That they will not do or permit to be done, nor will it hereafter do or permit to be done, any act of thing which is or may be inconsistent with MAYVIBE’s Non - exclusive distribution rights of the Digital Content acquired herein;

That MAYVIBE will be provided with materials as soon as possible to coincide with album release dates.

That no adverse Intellectual Property right will be created with respect to the Content provided, for as long as MAYVIBE retains the Non-exclusive rights specified in this Agreement.

That MAYVIBE is authorized to take any step to prevent or discontinue any manner of infringement of its rights and also stop any unauthorized person(s) or entity from infringing on its digital transmission rights under this Agreement.

That this agreement shall cover any and all content whether stated on the face of this agreement or/and subsequent releases delivered to MAYVIBE for distribution within the duration of this agreement and subsequent renewals, if any.

MAYVIBE’s Rights and Obligations
MAYVIBE agrees:

It will promptly notify the OWNER of any infringement or breach of the copyrights or other rights in the Content (including but not limited to plagiarism) as shall come to the attention of the MAYVIBE.

It shall comply with all laws and regulations concerning the distribution, broadcast, transmission, exhibition and or supply of the Content in the Territory.

Notwithstanding the License Period, in cases where Material is to be supplied on loan such material will only be supplied to meet dates which have been agreed by the OWNER and MAYVIBE.

On a quarterly basis or as soon as practicable but within a reasonable period, it shall make available a report showing the usage of the supplied content, total revenue generated over the relevant period as supplied by the online digital platform

It shall not impair or prejudice the copyright in the Content and all constituent parts thereof.

It will not cut or edit the Content other than to correct errors, and where alterations are necessary, obtain OWNER’s consent from the OWNER. MAYVIBE will not alter or delete any credit, logo, copyright notice or trademark included in the Content or on any materials supplied here under and any such edits or cuts shall not infringe the rights of any third party.

That it shall remove content from the service at the end of the Agreement Period or pursuant to the termination according to the Agreement.

That it has not and shall not at any time create or allow to be created any liens or encumbrances in respect of the Rights or enter into any Agreements which might conflict or interfere with any of the provisions of this Agreement.

It may at any time remove any Content from the service if it determines that such removal is necessary or advisable to avoid liability to third parties or damage to MAYVIBE’s business, networks, or customers.

PAYMENTS

MAYVIBE hereby states that there shall be a revenue sharing formula of 70% and 30% between the OWNER and MAYVIBE respectively, of the Net Revenue subject to the requisite deductions generated from the digital control and management of the Owner’s content.

MAYVIBE will pay seventy percent (70%) of net revenue received by them from the distribution and/or making available of the download and/or streamed or stored reproductions of the eMasters to the OWNER and will be due the balance of monies – Thirty percent (30%) for services rendered.

MAYVIBE will not be required to make payment to OWNER for any accounting period where the gross net revenue is less than Five Thousand Naira (N5, 000) (once currency is converted) but such unpaid balance will be carried forward.

The OWNER will be entitled to check company logs to verify sums due to them no later than within two years from the date the statement was rendered.

COPYRIGHT AND OWNERSHIP

As between the Parties, all right, title and interest in the content provided by the OWNER, Digital Masters, Clips, Lyrics all copyrights and equivalent rights embodied therein, and all materials furnished by the OWNER, subject to the rights granted here under shall remain the property of the OWNER. All rights, title and interest in and related to the service provided by MAYVIBE and all

DERIVATIVE WORKS

Where a derivative work such as a lyric video, MOV is created by MAYVIBE from any content belonging to OWNER for the purpose of distribution or promotion, such derivative work shall be deemed to be co-owned by MAYVIBE; No such derivative work may be claimed in its entirety by the OWNER.

Upon termination or expiration of this agreement, the co-ownership of any such derivative work shall be maintained by both parties, and all revenue generated from such work shall be split between the parties for as long as the copyright in the work shall subsist.

WARRANTIES

The OWNER represents and warrants to MAYVIBE that at the date of this Agreement that:

They are entitled to enter into this Agreement and make the grant of rights to MAYVIBE, and they have the consent and authorization of the Party(ies) on whose behalf they purport to sign to do same.

That they are currently not bound by any exclusive agreement with anyone and do not require the permission of any person to enter into this Agreement.

That the Content is not, to the best of the OWNER knowledge and belief, defamatory under Nigerian law of any individual or company and that the Content does not infringe the proprietary or other rights of any Government, Individual, Firm, Company, Corporation or other legal entity.

All rights in the Content and performances embodied in the Masters belong to the OWNER and have been cleared for transmission in the Territory.

All necessary permissions, licenses, releases and consents have been acquired for MAYVIBE’s exploitation of the Content in relation to (i) the use of any material, concepts and ideas upon which the Content is based; (ii) the use of the proceeds of the services of all performers and other individuals who have rendered services for the production of the Content; and (iii) the use of the names, likenesses, approved photographs and biographies for the purposes of advertising and exploiting the Content. That no adverse Intellectual Property claim exists with respect to the Content provided in this agreement.

TERMINATION

This Agreement may be terminated at any time by either party providing at least sixty Days (60) days written notice to the other party in the event that: They no longer desire to be bound by the within stated terms and do not wish to continue to do its business thereof

The other party is in material breach of any of its obligations under this Agreement and fails to remedy that breach (if capable of remedy) within Thirty (30) days after receiving written notice of the breach; or The other Party goes into liquidation, receivership or administration or becomes bankrupt, makes any arrangement for the benefit of such other Party’s creditors or has a receiver appointed for any such other Party’s assets.

The expiration or earlier termination of this Agreement shall not relieve either parties of their respective obligations to make any outstanding payments with respect to the sale or other use of Digital Masters in the periods prior to such expiration or termination in accordance with this Agreement; Upon the expiration or earlier termination of this Agreement, MAYVIBE will promptly cease selling or providing the OWNER’s Content in connection with the service. Termination of the Agreement shall not affect the continuing validity of all obligations to make outstanding payments, warranties representations and indemnities given by one party to the other.

CONFIDENTIALITY

Neither party shall during the life of this Agreement or thereafter disclose to any third party, or use for any purpose financial and/or commercial information gained in connection with this Agreement, nor the terms and payments due, but each party may disclose to its officers and employees such information as may be required for them to fulfil the proper performance of their duties, and may be used in the proper exercise of its rights and obligations under this Agreement. The obligations of confidence and restrictions on disclosure shall not apply in the following circumstances:

where such information was already known prior to this Agreement; where such information was already in the public domain; or Where disclosure is required by any law in force or any Court of competent jurisdiction in Nigeria during the relevant period.

SURVIVAL

The parties agree that the provisions contained in clauses 4(c), 7, 8, 11 (d) and 12 shall survive any termination or expiration of this agreement. force MAJEURE

No party will be liable to the other for any delay or non-performance of its obligations under this agreement arising from any cause or causes beyond its reasonable control including but not limited to any of the following: act of God, governmental act, war, fire, flood, explosion or civil commotion.

VARIATION

It is hereby acknowledged that the Agreement contains the sole terms and constitutes the entire Agreement existing between the parties and that it supersedes all prior Agreements, understandings or arrangements made between the parties with respect to the Content. It is further acknowledged that any amendment, modification, riders, annexures, discharge, waiver or variation of the Agreement shall only be binding if made in writing and signed by or on behalf of both the OWNER and MAYVIBE.

MAYVIBE DIGITAL STORE DISTRIBUTION REQUIREMENTS

Your cover art must meet all these requirements or your release will be rejected and will not go live in store

JPG, PNG or GIF image file

Files must be in RGB mode, even if your image is black and white.

At least 1600*1600 pixels in size

iTunes recommends files be 3000* 3000 pixels

A perfect square

No blurring, pixelation, or white space

Title and artist must watch the release exactly.

(Any featuring artists you put on the artwork must be credited in the release information.

No extra information or labels.

No social media links, contact information, store names or logos, pricing information, release dates, "New" stickers, etc.