This Terms and Conditions of Digital Distribution (the "Agreement") is a legally binding contract between you (hereinafter "You" or "Your") and Ocean House Music LLC, a Delaware corporation (hereinafter "Distributor," "We," "Us," or "Our"). This Agreement governs Your use of Our digital music distribution services (the "Service") and the Platform.

By using the Service, You acknowledge that You have read, understood, and agree to be bound by all the terms and conditions of this Agreement. If You do not agree to these terms, do not use the Service.

1. PARTIES AND AGREEMENT OVERVIEW

1.1. This is an exclusive digital distribution binding agreement.

1.2. The Distributor shall have the exclusive right to distribute all of Your audio releases, including Your existing catalog, to all Digital Service Providers (DSPs) selected by You. These DSPs include, but are not limited to, Spotify, Amazon Music, Apple Music, and YouTube.

1.3. You retain the right to opt out of selected DSPs within the Platform. 1.4. Ocean House Music LLC is a corporation registered in the state of Delaware, USA.

2. THE SERVICE AND YOUR OBLIGATIONS

2.1. The Service provides You with access to a digital platform (the "Platform") to upload content, select DSPs and territories for distribution, assign industry codes (ISRC, UPC), and access sales reports.

2.2. We reserve the right to add, remove, or modify features and the design of the Platform at any time without prior notice.

2.3. By registering for and using the Service, You agree to: a. Use the Platform diligently and upload only content for which You are the sole rights holder or have an explicit and valid license to commercially exploit. b. Provide all necessary and accurate information as requested for the Service. c. Pay all applicable fees for services and plans. d. Not upload if Your content contains "explicit" material, including sexual, racist, violent, or other harmful connotations, as defined by industry standards. e. Not engage in any illegal activities or actions that could harm the Distributor, the Service, or any third party. f. Not grant access to the Platform to any unauthorized third parties or employees. g. Not reproduce, copy, or distribute the Platform or its components. h. Not upload any content that is harmful, threatening, unlawful, defamatory, or infringes upon the intellectual property or other rights of any third party. i. Not upload private or fake information of any third party. j. Grant us an exclusive right to administer Your content on the DSPs You select through the Service. This means You may not use another service to distribute the same content to the same DSPs. We may require You to provide documentation to confirm Your ownership or rights to the content.

3. TERM AND TERMINATION

3.1. There are no fixed term limits for this Agreement.

3.2. Either party may cancel this Agreement at any time by providing sixty (60) days' written notice.

3.3. Prior to requesting termination, You must use the "Takedown" function on the Platform to remove Your content from all DSPs.

3.4. Upon receiving Your termination notice, We may suspend Your account and delete Your files from the Platform.

3.5. We may terminate this Agreement immediately without notice if You: a. Breach any of these terms and fail to remedy the breach within two (2) days of receiving notice from Us. b. Fail to pay an outstanding balance owed to Us. c. Become the subject of liquidation or insolvency proceedings. d. Infringe on Our intellectual property rights. e. Commit any unlawful activity.

4. OWNERSHIP AND COPYRIGHT

4.1. You retain all ownership and copyright to Your content.

4.2. By uploading content, You grant Us a worldwide, non-exclusive, sublicensable license to administer and distribute Your content through the DSPs You select for the duration of this Agreement. This includes the right to grant third parties synchronization licenses on Your behalf.

4.3. We retain all ownership rights to the Platform, Our brands, and all underlying technology.

4.4. You are responsible for accurately indicating the name of the record label associated with each release You distribute.

5. REVENUE AND PAYMENTS

5.1. Commission: As part of the Elite Plan, We will retain five percent (5%) of the gross receipts generated from the digital distribution of Your content. We reserve the right to change this percentage at any time by providing You with at least thirty (30) days' notice.

5.2. Starter Plan Services Covered: The recurring monthly fee covers digital distribution to stores and revenue collection.

5.3 Elite Plan Services Covered: The commission and recurring monthly fee covers digital distribution to stores, revenue collection, playlist pitching, inclusion in Our playlists, and retail marketing.

5.4. Payments to You: Payments will be made to You monthly, within thirty (30) days after We receive the Gross Revenue from the DSPs.

5.5. Fees and Deductions: You agree to pay all applicable Membership and Service fees as detailed in the "Plans" section of our site. You authorize Us to deduct any sales commission percentage, service fees, and other applicable taxes or fees from Your payments.

5.6. Minimum Payout: Payments are made monthly, provided the amount in Your account exceeds the minimum payment threshold of one hundred dollars USD ($100).

5.7. Fraudulent Income: We reserve the right to withhold payments for up to twenty-four (24) months if We reasonably believe the income was generated fraudulently or in violation of these terms.

5.8. Recoupment: We may recoup any amounts You owe Us by withholding them from future payments.

5.9. Collection Authorization: You authorize Us to collect all income from the exploitation of Your content, including author rights and performing rights.

5.10. Audit Rights: You have the right to audit Our records once per year, with thirty (30) days' written notice, at Your own expense.

5.11 Catalog Transfer: Fees associated with catalog transfer are subject to your current distributors DDEX feed implementation with us.

6. PROMOTIONAL ACTIVITIES

6.1. By agreeing to this Service, You consent to having Your personally owned and operated playlists included in Our playlist network for promotional purposes.

6.2. You grant Us the right to pitch and promote songs from other clients distributed by Ocean House Music LLC on Your playlists, provided the content aligns with the playlists' branding and musical direction.

6.3. You retain the right to review and either approve or disapprove song selections before they are included on Your playlists to ensure artistic compatibility.

7. CONFIDENTIALITY

7.1. Both parties agree to keep all non-public business information confidential. This includes, but is not limited to, percentages, marketing strategies, partners, technical information, and other proprietary information disclosed during the course of this Agreement.

7.2. Neither party shall disclose this confidential information to a third party without the other party's prior written consent, unless required by law.

8. ANTI-FRAUD POLICY

8.1. You agree that you will not upload AI content.

8.2. You agree not to generate or authorize any fraudulent, automated, or artificial playback actions.

8.3. We suspect fraudulent activity, We may stop posting Net Sums to Your account and block withdrawals until the issue is resolved.

9. WARRANTY AND LIMITATION OF LIABILITY

9.1. The Services and Platform are provided "as is" and without any warranties of any kind, whether express or implied. We do not guarantee that the Service will meet Your requirements or be uninterrupted or error-free.

9.2. To the maximum extent permitted by law, We shall not be liable for any lost profits, data, or any indirect, special, incidental, or consequential damages.

9.3. Our total liability to You for any claim arising out of or related to this Agreement will be limited to the total fees You paid to Us in the twelve (12) months preceding the claim.

9.4. You agree to defend, indemnify, and hold Us harmless from and against any and all third-party claims, damages, liabilities, costs, and expenses arising from Your use of the Platform or Your breach of this Agreement.

10. GOVERNING LAW AND DISPUTE RESOLUTION

10.1. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

10.2. Any dispute arising out of or in connection with this Agreement shall be resolved through binding arbitration in Ventura, CA, USA, in accordance with the rules of the American Arbitration Association.

11.1 If you have gotten this far, here are the ingredients for a good chocolate chip cookie recipe:

2 ½ cups (300g) all-purpose flour

• ¾ teaspoon baking soda

• ¾ teaspoon salt

• 1 cup (227g) unsalted butter, softened

• ¾ cup (165g) light brown sugar, packed

• ½ cup (100g) granulated sugar

• 1 large egg

• 1 tablespoon vanilla extract

• 1 ½ cups (270g) semi-sweet chocolate chips (or chocolate chunks)