Effective as of June 20, 2014

Please read the following terms and conditions carefully. These terms and conditions, govern your access to and use of the Distrus.com website (the "Site"), including the use of any content, information, products and/or services (the "Services") therein. This is a legal agreement between you and Apptree OÜ. ("Operator"). Operator reserves the sole right at any time to modify, discontinue or terminate the Site and Services, or modify the Terms of Service without notice. It is your responsibility to check these Terms of Service periodically for changes. By continuing to use or access the Site and/or Services after Operator makes and posts any such modification, you agree to be legally bound by the revised Terms of Service. You may not alter the terms and conditions of the Terms of Service without Operator's express written consent. The Terms of Service shall apply at all times while you utilize the Site or the Services.

YOU UNDERSTAND THAT BY USING THE SERVICES OFFERED BY OPERATOR THROUGH THE SITE OR WITH RESPECT TO YOUR DISTRUS ACCOUNT, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SERVICES OFFERED BY OPERATOR.

1. GRANT OF RIGHTS.

(a) The rights granted hereunder shall include the sale of Recordings (as defined in Section 2 below) by, without limitation, permanent digital downloads, temporary digital downloads, interactive streaming, non-interactive streaming, cloud services and so-called "disc-on-demand" services. You and Operator agree that the Internet stores ("Stores") (e.g., iTunes, Spotify, Deezer) licensed to exploit your Recordings hereunder must be approved by you.

(b) By clicking the "Sign up" button, you irrevocably grant to Operator, throughout the world (the "Territory"), the non-exclusive right:

• (i) to sell, copy, distribute and otherwise exploit the Recordings by all means and media (whether now known or existing in the future) ("Sale") through any and all Stores now operational or hereafter available;
• (ii) to collect all income deriving therefrom; and
• (iii) to use the name(s), photographs and likenesses, artwork images, biographical and other information provided by you or the artists whose performances are embodied on the Recordings in connection with the Recordings and Operator's general business.

(c) You agree that you will not use the Site or Services to transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party. You acknowledge and agree that Operator may disable access to and/or terminate your account and/or remove or disable access to any Recordings or any associated materials you provide to Operator in the event that Operator receives any claim that, if true, would constitute a violation of your representations and warranties hereunder. Please see the Copyright Policy for further information.

(d) You agree that Operator may freeze any and all revenues in your account that are received in connection with Recordings or other materials submitted by you which Operator believes, in its good faith discretion, violate the Terms of Service, and that such revenues will be forfeited by you if Operator determines, in its good faith discretion, they are the result of fraud and/or infringement. You agree that you will not be entitled to reimbursement for any fees paid by you to Operator in the event Operator disables access to your account, your Recordings and/or any other materials you provide to Operator, or to any revenues forfeited by you as set forth in the preceding sentence.

(e) You agree that Operator may terminate your account if you violate the Terms of Service or, in Operator's good faith discretion, are believed to be infringing the intellectual property rights of third parties and/or engaging in otherwise fraudulent activity.

2. RECORDINGS.

The term "Recordings" shall be defined as the sound recordings and audiovisual recordings that you submit to Operator at any time. Operator, in its sole discretion, reserves the right to reject any materials (including, without limitation, Recordings, images and/or artwork) that you submit. You agree to submit all Recordings, images and artwork at your sole expense, in the format(s) required by Operator or the Stores. Technical descriptions of such format(s) will be provided to you upon request. You agree that Operator and/or its suppliers will have the right to supplement existing artwork necessary to complete the packaging for discs-on-demand. Reasonable efforts will be made to provide you with approval rights over such artwork, but in the event that you object to any such artwork your only remedy shall be to (a) provide appropriate replacement artwork or (b) request prospective discontinuation of delivery of your materials in such manner. In no circumstances shall Operator have any liability to you with respect to the quality, sufficiency or other aspect of the creation and delivery of such discs-on-demand.

3. PAYMENTS.

(a) Operator will pay you ninety percent (90%) of Net Income (as defined in Section 3(b) below). Net Income will be posted to your Distrus account in a timely fashion after Operator's receipt thereof. Once payment has been credited to your account, you will be able to withdraw all or any portion at your discretion. You will be responsible for any bank fees or other charges related to such withdrawals.

(b) "Net Income" shall be defined as Operator's actual receipts from Stores less any tax, fee or other charge related to the Sale of your Recordings. Any objection relating to any accounting statement or any lawsuit arising therefrom must be made (and any lawsuit commenced) no later than one (1) year after the date the statement is rendered, and you hereby waive any longer statute of limitations that may be permitted by law.

(c) In the event that Operator has, in its good faith discretion, reason to suspect that your account has been subjected to and/or involved in fraudulent or infringing activities, Operator reserves the right to discontinue the posting of Net Income to your account and block your ability to otherwise withdraw funds therefrom until resolution of the suspect activities to the satisfaction of Operator is obtained. Furthermore, you agree that such revenues will be forfeited by you if Operator determines, in its good faith discretion, that they are the result of fraud and/or infringement. To the extent that any fraudulent and/or infringing activities are determined to be caused by your or your affiliates actions or omissions, any costs incurred by Operator (including legal fees and expenses) in connection therewith may, in addition to its other remedies, be deducted by Operator from any monies otherwise payable to you hereunder. Certain Stores may also have policies related to fraud and suspected fraudulent activities and you agree that it is your responsibility to investigate such policies, if any, and such policies shall be binding upon you hereunder.

(d) To the extent that you elect to use certain Recordings from your Distrus catalog to distribute free to any parties (via a Streaming Player, directly through your own website or otherwise), you agree that you will be solely responsible for any of the above referenced third party payment obligations resulting from such deliveries. Without limiting any of the foregoing, you expressly agree to either waive music publishing royalties (if you own or control such rights) or pay any necessary royalties due to third party music publishers as a result of any such free distribution.

(e) In the event that Operator is presented with a claim of infringement of copyright, trademark, right of publicity or other intellectual property right, or failure to comply with any third party license requirement or any other claim which, if true, would constitute your breach of, or non-compliance with, any of your representations, warranties or agreements hereunder, you agree that Operator may freeze any and all revenues in your account that are received in connection with the disputed Recordings or other materials submitted by you, and that such revenues will be forfeited by you if Operator determines, in its good faith discretion, they are the result of fraud and/or infringement.

4. THIRD PARTY OBLIGATIONS.

(a) 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 Operator'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.

(b) 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, Operator customarily requires 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 Operator). If any Consumer Store outside of the United States does not agree to secure and pay for music publishing licenses, Operator 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 Operator shall have the right to deduct from amounts payable to you hereunder. To the extent that Operator 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.

(c) To the extent that Operator permits you to select certain Recordings from your Distrus catalog to distribute free to fans or directly through your own website, you agree that you will be solely responsible for any of the above referenced third party payment obligations resulting from such deliveries.

5. WARRANTIES; REPRESENTATIONS; INDEMNITIES.

(a) You warrant and represent that you are at least eighteen (18) years of age, you have the right and authority to enter into this agreement and to grant to Operator all rights specified; all of the Recordings, including, without limitation, any sampled third party material embodied therein, artwork, metadata, audiovisuals, images and any other materials furnished by you to Operator or relating to the Recordings are owned or controlled by you and the use thereof as described or contemplated herein and/or on the Site and/or Stores' websites shall not infringe on the copyrights, trademark rights, publicity rights or other rights of any person or entity; and that Operator shall have the right to exploit same in any manner hereunder free from adverse claim and without any obligation to make any payment of any nature to any person or entity other than the amounts payable to you hereunder.

(b) You shall defend and indemnify Operator and any of its affiliates (including any directors, members, officers, employees and other representatives) and hold them harmless against any third party claims or expenses and losses resulting from breach or a claim which, if true, would constitute a breach of the foregoing representations and warranties or any of the agreements contained in these Terms of Service, including reasonable attorneys' fees and expenses.

(c) Operator shall give you prompt notice of any claim that is subject to the foregoing indemnification obligation and you shall defend Operator at your expense with counsel approved by Operator, which approval shall not be unreasonably withheld. In the event you fail to retain approved counsel, Operator may, if it so elects, defend itself at your cost and expense and you agree that Operator may require your participation in such defense as a third party or otherwise and you hereby waive any objection or claim to compensation in respect of same. If a claim is made Operator shall have the right, in its sole discretion, to remove or disable access to the Recordings and/or any associated materials that are the subject of such claim, and/or to withhold payment of any monies due hereunder in an amount reasonably related to the claim and potential expenses. Any settlement of any claim shall be subject to Operator's prior written approval.

(d) THERE ARE NO REPRESENTATIONS OR WARRANTIES BY Operator, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OTHER THAN AS EXPRESSLY SET FORTH IN THE TERMS OF SERVICE.

6. SUBSCRIPTION FEES.

Distrus doesn't have any subscription fees. Operator only charges a 10% commission from your earnings.

7. CONFIDENTIALITY.

You acknowledge and agree that, in the course of negotiating and transacting business with Operator, you may become aware of certain otherwise confidential information related to Operator's business and business practices. Except to the extent that such information is otherwise generally available to third parties or is required to be divulged by operation of law, you agree to keep such information confidential. You hereby expressly agree that Operator shall have the right to provide information relative to the sales of your Recordings hereunder to third parties, to aggregate such information in charts and other comparative informational materials, and to disseminate the same in any manner.

8. OTHER AGREEMENTS.

You acknowledge that in providing the Services and payments hereunder, Operator will be required to enter into certain agreements with various Stores. The selection of these Stores shall be within the sole discretion of Operator. You agree that the Terms of Service shall be subject to any applicable terms and conditions of such other agreements that Operator enters into with respect to such Stores. You expressly acknowledge that certain Stores may, with respect to audiovisual recordings, require that your audiovisual recordings be made available on their websites at certain times and in certain formats relative to the availability of such materials elsewhere in the marketplace. To the extent that such requirements are not met, the individual Stores may have the right to discontinue the availability of said audiovisual recordings in their store(s). Operator will, upon your written request, provide you with the current specifics of such requirements.

9. MISCELLANEOUS.

(a) The Site and Services may be used and accessed solely for lawful purposes. You agree to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with your use of the Site and Services, including, without limitation, applicable common law, all relevant statutes, and the rules and regulations of the Office of Foreign Assets Control of the U.S. Department of the Treasury. In addition, without limitation, you agree that you will not do any of the following while using or accessing the Site and Services:

• (i) Disable, hack, circumvent or otherwise interfere with security related features of the Site or features that prevent or restrict use or copying of any Operator content or materials;
• (ii) Use any metadata, meta tags or other hidden text utilizing a Distrus name, trademark, URL or product name;
• (iii) Upload, submit, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, so-called pyramid schemes or any other form of solicitation;
• (iv) Forge any TCP/IP packet header or any part of the header information in any posting or in any way use the Site or Services to send altered, deceptive or false source-identifying information;
• (v) Upload, submit, post, email, or otherwise transmit, via the Site or Services, any Recordings or other materials that are, in the sole opinion of Operator, unlawful, harmful, threatening, obscene, harassing, defamatory or hateful or that contain objects or symbols of hate, invade the privacy of any third party, contain nudity (including, without limitation, any pornography, erotica, child pornography or child erotica), are deceptive, threatening, abusive, inciting of unlawful action, defamatory, libelous, vulgar or violent or constitute hate speech or are otherwise objectionable;
• (vi) Destroy, interfere with or disrupt, or attempt to interfere with or disrupt, any web pages available on the Site, servers or networks connected to the Site or the technical delivery systems of Operator's providers or break any requirements, procedures, policies or regulations of networks connected to the Site;
• (vii) Attempt to scan, probe or test the vulnerability of any Operator system or network or breach, impair or circumvent any security or authentication measures protecting and providing security for the Site or Services;
• (viii) Attempt to decompile, disassemble, decipher or reverse engineer any of the software used to provide the Site or Services;
• (ix) Attempt to search, meta-search or access the Site with any engine, software, tool, agent, device or mechanism other than software and/or search agents provided by Operator or other generally available third party web browsers (e.g., Internet Explorer, Firefox, Safari), including, without limitation, any software that sends queries to the Site to determine how a website or web page ranks;
• (x) Collect or store personal data about other users of the Site or Services without their express and explicit permission;
• (xi) Misrepresent or impersonate your affiliation with any person or entity, through pretext or some other form of social engineering or otherwise commit fraud;
• (xii) Use the Site or Services in any manner not permitted by the Terms of Service; or
• (xiii) Instruct or encourage any other individual to do any of the foregoing or to breach and/or violate any of the Terms of Service.

(b) Operator does not guarantee exploitation of the Recordings, which will depend on consumer preference, nor on the inclusion or participation of any given Consumer Store. Operator reserves the right in its sole discretion to decline to engage in business with any given Consumer Store. Except as specifically set forth in the Terms of Service, Operator shall have no obligations to you.

(c) Operator shall not be deemed in breach of the Terms of Service unless you have given Operator notice of the breach and Operator has failed to cure such breach within thirty (30) days after receipt of such notice. In no event shall any breach entitle you to rescind the rights granted hereunder.

(d) In no event will Operator, its officers, directors, employees or agents be liable to you for any damages whatsoever, including, without limitation, indirect, incidental, special, punitive or consequential damages arising out of or in connection with your use of the Site, Services, Operator products or any Operator content, no matter whether the damages are foreseeable and whether or not Operator has been advised of the possibility of such damages. The foregoing limitation of liability will apply to the fullest extent permitted by law in the applicable jurisdiction and in no event will Operator's aggregate liability to you exceed One Hundred Dollars ($100).

(e) Any legal action or proceeding arising under the Terms of Service shall be brought exclusively in Harju County Court in Estonia, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.

(f) It is your responsibility to deliver all necessary information, metadata, songs, graphic files or any other information or music in the format required. You acknowledge that Operator will not be obligated to furnish its services hereunder until receipt of said materials.

(g) In very limited circumstances, Operator may permit you to modify the standard wholesale price you will receive from sales of certain of your Recordings by a Consumer Store ("Price Variance"), such circumstances to be determined by Operator in its sole discretion. Further to and consistent with the provisions of Section 11(d) above, in no event will Operator, its officers, directors, employees or agents be liable to you for any claims you may have in connection with any errors occurring in the implementation of such Price Variance, which are not solely and entirely caused by Operator's negligence or error.

(h) Operator reserves the right, in its sole discretion, to refuse to provide its services to you or any customer for any or no reason whatsoever.