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RADIO SHOW SYNDICATION

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RADIO PLUGGING

For record labels and artists

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Music, imaging assets and radio shows for licensed radio stations

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Terms and Conditions

SYNDICAST SERVICES AGREEMENT

LABEL – RADIO PLUGGING

BETWEEN:

1. SYNDICAST LTD, company number 07288759, of I M Bookkeeping, Suite 1, 5th Floor Marshall House, Ring Way, Preston, Lancashire, PR1 2QD (“SYNDICAST”).

and

2. The entity identified during registration for an Account (“LABEL”).

RECITALS

(A) SYNDICAST is in the business of providing services to record labels relating to the promotion of recorded music tracks to Radio Stations for review, and for potential playlisting, broadcast and/or making available by the Radio Stations.

(B) The LABEL owns or controls certain rights to the sound recordings of various music tracks and wishes to obtain, and SYNDICAST wishes to provide, such services as further described below.

(C) Such review of the Tracks will be on the SYNDICAST Platform, and the granting of the relevant rights in relation to the potential playlisting, broadcast and/or making available of the Tracks by the Radio Station, will be licensed directly from the LABEL on the LABEL’s standard licensing agreement, via the SYNDICAST Platform.

(D) The parties agree that the following terms and conditions as set out in the General Terms and as activated in relation to any Track(s), will apply to the provision of the services by SYNDICAST to the LABEL.

GENERAL TERMS

IT IS AGREED as follows:

1. INTERPRETATION

1.1. In this Agreement, unless the contrary intention appears:

“Account” means the account that is created for the LABEL following registration with SYNDICAST, which incorporates these terms, through which the LABEL can manage the Services and add Tracks via the Release Data Sheet;

“Agreement” means these terms and conditions (General Terms) together with all the recitals, schedules, annexes and all other documents referred to herein, along with the Release Data Sheet;

“Applicable Law” means any applicable legislation, regulation, by law, ordinance, subordinate legislation, code of practice, published guidance and other requirement of any relevant government or governmental agency;

“Change” means any change to this Agreement;

“Claims” means all damages, claims, actions, suits, proceedings, actions, liabilities, penalties, demands, sanctions, fines, charges, losses, costs and expenses (including reasonable external legal fees);

“Confidential Information” means all information which is marked as confidential or has otherwise been indicated as being confidential or is in any event of a confidential nature, and disclosed (whether in writing, orally or by any other means and whether directly or indirectly) by a party to the other party whether before or after the date of this Agreement including this Agreement and information relating to a party’s products, services, operations, processes, plans or intentions, product information, know-how, design rights, trade secrets, market opportunities and business affairs, including the commercial details of this Agreement, and how the Services are provided;

“Data Protection Legislation” any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy;

“Effective Date” means the date the LABEL registers with SYNDICAST to establish an Account;

“Fees” the fees for the Services as detailed here https://syndicast.co.uk/music/radio-plugging#prices;

“Force Majeure Event” means any event or sequence of events beyond a party’s reasonable control and which prevents it from, or delays it in, performing its obligations under this Agreement, including (a) an act of God, flood, storm, drought, earthquake, or other natural disaster; (b) adverse weather conditions; (c) any cause or event arising out of or attributable to war, civil commotion or terrorist activity (or threat thereof); (d) any law, or any governmental order, rule or regulation; (e) fire or explosion; (f) labour dispute including strikes, industrial action, lockouts or boycott; (g) a shortage of raw materials; (h) power outages, blockages, or internet or telecoms failure; and (i) any epidemic or pandemic and compliance with any applicable governmental guidelines designed to prevent the spread of the relevant disease.

“Insolvency Event” means a person or entity becomes unable to pay its debts, enters into liquidation (except for the purposes of a solvent amalgamation or reconstruction), makes an arrangement with its creditors, becomes subject to an administration order, has a receiver or administrative receiver appointed over all or any of its assets, takes or suffers to be taken any similar action in consequence of a debt, ceases or threatens to cease trading or is dissolved, or undergoes a similar or equivalent process in any jurisdiction;

“Insurance” means such insurance as is appropriate to cover the parties’ activities under this Agreement and such insurance as required by law;

"Intellectual Property Rights" means all intellectual property rights, howsoever arising and in whatever media, whether or not registered or capable of registration, including copyright, database rights, Confidential Information, patents, trademarks, service marks, trade names, design rights, moral rights, business names, domain names and other similar rights and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world;

“LABEL Assets” means all Tracks, materials, content, logos, branding, information, marketing / promotional materials and associated Intellectual Property Rights supplied by the LABEL to SYNDICAST;

“LABEL Licence” means the licence agreement that a Radio Station agrees to in relation to the playlisting, broadcast and/or making available of the Tracks, as facilitated via the SYNDICAST Platform;

“Package” the relevant campaign package selected by the LABEL in relation to the Services as detailed here https://syndicast.co.uk/music/radio-plugging#prices;

“Personnel” means a party’s directors, officers, employees, freelancers, contractors, subcontractors, agents or other personnel;

“Radio Station(s)” means potential licensees of the LABEL who wish to review the Tracks with a view to licensing the same in accordance with the LABEL Licence for the purpose of playlisting, broadcasting and/or making available such Tracks via their radio stations ;

“Release Data Sheet” means the form / fields as completed within the Account or otherwise by or on behalf of the LABEL detailing the Tracks to be included in the Service, along with the relevant release details, and reflecting the selected Package and Fees.

“Services” means the services supplied by SYNDICAST under this Agreement, including the promotion and licensing of Tracks to Radio Stations via the Syndicast Platform, in accordance with the selected Package, and as activated in relation to the relevant Tracks detailed in the Release Data Sheet;

“SYNDICAST Platform” means the limited access / walled garden business platform via which the Services are made available, and all software, versions, amendments and improvements thereto and/or any other tools, methods, models, know how, code, functionality or other elements owned or developed by SYNDICAST, including all usage and/or statistical or other data, information, learnings or know how related to and/or derived from the use of the Services, only in anonymised and aggregated form, and at all times not including LABEL Confidential Information;

“Term” means from the Effective Date until terminated in accordance with this Agreement;

“Territory” means the territory identified in the Release Data Sheet relating to permitted availability of the Track(s);

“Track(s)” means any sound recordings that are owned or controlled by the Label designated by the LABEL to be included in the Services;

“VAT” means value added tax as provided for in the Value Added Tax Act 1994;

“Virus” means any “back door”, “Trojan Horse”, “time bomb”, “worm”, “drop dead device”, “virus” or other software intended or designed to disable, erase, corrupt, destroy or otherwise damage or interfere with, or provided unauthorised access to, computer systems or any software stored on those computer systems;

“Working Day” means any day other than a Saturday, a Sunday or a day which is a public or bank holiday in England and Wales.

1.2. In this Agreement, unless the context otherwise requires:

(a) words importing a gender include any other gender;

(b) words in the singular include the plural and vice versa;

(c) a reference to a person shall include a company, partnership, joint venture, association, corporation or other body corporate;

(d) a reference to any law or standard shall include a reference to that law or standard as amended, extended, consolidated or re-enacted from time to time;

(e) a reference to a document shall include all authorised amendments, supplements to and replacements to that document;

(f) a reference to the parties shall include their permitted successors and assigns;

(g) where a word or a phrase is given a particular meaning, other grammatical forms of that word or phrase shall have corresponding meanings; and

(h) the words ‘include’, ‘including’, ‘for example’ or similar words shall be construed as illustrative and without limitation to the generality of the related words.

1.3. The headings are inserted for convenience only and shall not affect the construction of this Agreement.

1.4. Unless otherwise stated a reference to a clause or a schedule or a party is a reference to a clause in or a schedule to or a party to this Agreement.

2. SUPPLY OF SERVICES

2.1. Further to registration by the LABEL and creation of an Account, which incorporates these terms, the LABEL hereby engages SYNDICAST to provide and SYNDICAST agrees to provide the Services in accordance with the selected Package and in relation to the designated Tracks, subject to receipt of the relevant Fees, during the Term.

2.2. As such, the LABEL agrees that SYNDICAST will be its non-exclusive representative of the Tracks in the Territory, in relation to promoting and licensing the Tracks to Radio Stations.

2.3. The LABEL may complete Release Data Sheet(s) via the Account or otherwise, on a case by case basis, which on receipt by SYNDICAST. shall be incorporated into and form part of this Agreement. The LABEL will, following the submission of a Release Data Sheet, upload the LABEL Assets to the SYNDICAST Platform as provided for within the Account.

2.4. The engagement includes the right for SYNDICAST to:

(a) Store, host and create copies of the Tracks within the SYNDICAST Platform;

(b) promote the Tracks to potential Radio Station licensees;

(c) make available extracts of the Tracks to potential Radio Station licensees for the purposes of reviewing the Tracks, solely via streaming such extracts within the Syndicast Platform;

(d) provide the Radio Stations with a process to identify the Tracks it wishes to license and to agree to the LABEL Licence, thereby concluding a contract directly with the LABEL;

(e) deliver copies of the relevant Tracks to Radio Stations who sign up to the relevant LABEL Licence.

2.5. The Syndicast Platform will be operated as a walled garden accessible only to Radio Stations that that may wish to license the Tracks. No other access will be given to the Tracks and the Tracks will not otherwise be made available in any way.

2.6. All licensing to the Radio Station will be subject to the relevant Radio Station agreeing the terms of the LABEL Licence and thereby entering into a licence agreement between the LABEL and the Radio Station (via the SYNDICAST Platform). For the avoidance of doubt, all Radio Stations will remain liable to obtain any and all licences for the right to make available and/or perform to the public such Tracks (including their underlying compositions) from any performing rights and/or collective management organisation.

2.7. For the avoidance of doubt, the appointment under this Agreement only grants to SYNDICAST a right to promote and represent the Tracks on behalf of the LABEL as detailed herein, and does not appoint it as an agent of the LABEL, nor grant any licence to SYNDICAST to sublicense the Tracks to radio stations or others, nor otherwise transfer any right, title or interest to any such Tracks to SYNDICAST.

3. SYNDICAST OBLIGATIONS AND WARRANTIES

3.1. SYNDICAST warrants and/or undertakes that:

(a) it has full right, power and authority to enter into this Agreement;

(b) in providing the Services it will not, to the best of its knowledge, (save as caused by the LABEL Assets) do or create anything that is libellous, defamatory, obscene or indecent or which infringes the statutory, common law, or Intellectual Property Rights or any other right, title or interest of any third party;

(c) it shall comply and ensure the Services (save as caused by the LABEL Assets) are supplied in accordance with the Applicable Law, subject to any other instruction of the LABEL;

(d) SYNDICAST has not and will not do anything that could bring the LABEL into disrepute or otherwise negatively impact its reputation or brand.

3.2. The obligations and/or warranties of SYNDICAST under the Agreement shall not apply to the extent that any failure or breach is caused by the LABEL, any LABEL Assets, LABEL delay, failure by the LABEL to fulfil its obligations, or other LABEL breach of the Agreement.

3.3. This Agreement sets out the full extent of SYNDICAST’s obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into this Agreement (whether by statute or otherwise) are hereby expressly excluded.

4. LABEL OBLIGATIONS AND WARRANTIES

4.1. The LABEL warrants and/or undertakes that:

(a) it has full right, power and authority to enter into this Agreement;

(b) it has the rights in the sound recordings of the Tracks as required by Applicable Law and as are necessary to perform this Agreement, and as necessary to supply and use, and permit SYNDICAST to use the LABEL Assets in accordance with this Agreement;

(c) it shall provide all LABEL Assets as set out in and related to the Release Data Sheet, and fulfil all other obligations as required for SYNDICAST to provide the Services ;

(d) the LABEL Assets will contain nothing that is libellous defamatory, obscene or indecent or which infringes the statutory, common law, or Intellectual Property Rights or any other right, title or interest of any third party;

(e) there are no claims, liens, encumbrances of any kind (pending or threatened), in the LABEL Assets or any part thereof which can or will impair or impact the delivery of the Services;

(f) it shall comply with and ensure the LABEL Assets are supplied in accordance with and otherwise will comply with the Applicable Law as used by SYNDICAST in accordance with this Agreement.

(g) the LABEL Assets will work correctly, are accurate and conform with all descriptions and specifications, including as set out in the Release Data Sheet;

(h) the LABEL Assets do not and will not contain or incorporate any Virus;

(i) the LABEL has not and will not do anything that could, and the LABEL Assets will not, bring SYNDICAST into disrepute or otherwise negatively impact its reputation or brand.

4.2. The LABEL shall:

(a) not provide access to the Services, Platform or Account other than to its authorised Personnel;

(b) procure that all authorised Personnel keep secure the Account details including passwords for their use of the Account, and that such passwords are kept confidential;

(c) save as caused by SYNDICAST breach, be responsible for all activities that occur under the Account, and for any access to or use of the Platform or Account by any person or entity using the Platform or Account or any password whether or not such access, has been authorised by the LABEL;

(d) if it believes that there has been any breach of security such as the disclosure, theft or unauthorised use of any username or password, notify SYNDICAST immediately;

(e) ensure that the authorised Personnel, are notified of the relevant rules or restrictions relating to their usage and access of the Services, Platform or Account, and in any event that they use the Services, Platform or Account in accordance with the terms and conditions of this Agreement; and the LABEL shall be responsible for any LABEL Personnel’s breach of this Agreement.

4.3. The LABEL shall not and shall not permit any third party to:

(a) attempt to download, copy, modify, create derivative works from, frame, mirror, republish or distribute any portion of the Platform except to the extent expressly set out in this Agreement; or

(b) attempt to copy, adapt, decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or

(d) resell, sublicense or otherwise use the Platform and/or Services to provide services to third parties, unless otherwise specifically agreed in writing; or

(e) attempt to obtain, or assist third parties other than its authorised Personnel, in obtaining, access to the Platform.

4.4. Any person contracting on behalf of the LABEL, represents and warrants that they are authorised by that company or entity to enter into this Agreement and to bind the relevant company or entity.

4.5. Notwithstanding any of the above, SYNDICAST reserves the right to remove or the LABEL and/or LABEL Assets from the Platform in the event that in its reasonable opinion it or they breach(es) the terms of this Agreement.

4.6. The LABEL acknowledges that SYNDICAST’s ability to perform the obligations and fulfil the Services is dependent on the LABEL providing accurate instructions and specifications, providing any LABEL Assets, and otherwise fulfilling its obligations in a timely manner.

5. DATA PROTECTION

5.1. In connection with its supply of the Services, SYNDICAST (as data processor) may be required to process personal data on behalf of the LABEL (as data controller). In such circumstances the parties will each comply with the terms and conditions of Schedule 1 – the Data Processing Schedule.

6. INTELLECTUAL PROPERTY

6.1. Unless otherwise specified, nothing in this Agreement will affect the ownership by either party of any Intellectual Property Rights owned by that party and neither party will acquire any rights in or to such Intellectual Property Rights except as expressly provided in this Agreement or reasonably necessary in order to give effect to its terms.

6.2. For the avoidance of doubt, the LABEL shall retain ownership of all LABEL Assets and the associated Intellectual Property Rights; and SYNDICAST shall retain ownership of the SYNDICAST Platform and the associated Intellectual Property Rights.

6.3. The LABEL grants to SYNDICAST a worldwide, non-exclusive, royalty-free licence to use the LABEL Assets and the associated Intellectual Property Rights for the purposes of supplying the Services, subject to and on the terms of this Agreement.

6.4. To facilitate receipt of the Services, subject to receipt of the relevant Fees, SYNDICAST grants to the LABEL a non-exclusive, non-transferable, royalty free right to access and use the Account via the Platform, in accordance with the permissions, restrictions and other details provided to the LABEL and otherwise described in this Agreement, solely for the LABEL’s own purposes. The rights and services provided under this Agreement are granted to the LABEL only, and shall not be considered granted to any other person, subsidiary, affiliate or holding company of the LABEL.

7. FEE AND PAYMENT

7.1. In consideration of the provision by SYNDICAST of the Services, the LABEL shall pay to SYNDICAST the applicable non-refundable Fees in advance, without deduction or set off, within thirty (30) days after the date of receipt of a valid invoice.

7.2. In the case of any invoice being disputed, the LABEL shall only withhold payment of that part or element of the invoice which is being disputed, and shall pay the undisputed balance within the thirty (30) day period from the receipt of the invoice.

7.3. All sums due under this Agreement are exclusive of VAT, sales and other applicable taxes which shall be paid by the LABEL at the rate and in the manner prescribed by law.

7.4. If the LABEL fails to pay any amount payable by it under this Agreement, SYNDICAST shall be entitled to

(a) suspend provision of the Services;

(b) terminate the Agreement;

(c) charge the LABEL interest on the overdue amount. Such interest shall be payable by the LABEL on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 4% per annum above the base rate for the time being of Lloyds bank. Such interest shall accrue on a daily basis and be compounded quarterly. SYNDICAST reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

8. INSURANCE

Each party shall obtain and maintain the Insurance with a reputable insurer and provide details and evidence of the Insurance to the other on request during the Term.

9. CONFIDENTIALITY

9.1. Each party shall, in relation to the Confidential Information of the other party:

(a) not use the Confidential Information for any purpose other than the performance of its obligations under this or otherwise in connection with this Agreement; and

(b) not disclose and shall prevent the disclosure of Confidential Information except with the prior written consent of the other party or in accordance with clauses 9.2 and 9.3.

9.2. A party receiving Confidential Information may disclose that Confidential Information to any of its Personnel or professional advisers to the extent that disclosure is necessary for the purposes of this Agreement and provided that the recipient is made aware of and complies with the obligations of confidentiality under this Agreement as if the recipient was a party to this Agreement.

9.3. The provisions of this clause 9 do not apply to Confidential Information which:

(a) is in or enters the public domain other than by a breach of this Agreement;

(b) is obtained from a third party who is lawfully authorised to disclose that information;

(d) is authorised for release by written consent of a party or by an authorised representative of the disclosing party; or

(e) is required to be disclosed by law in connection with any Claim, provided that, where possible, the receiving party notifies the disclosing party as soon as possible upon becoming aware of any such requirement and consults with the disclosing party as to the advisability of taking any legally available steps to resist or narrow such requirement.

9.4. Each Party undertakes within 10 Working Days of receipt of a written request of the other Party or on termination of this Agreement, whichever is earlier, and at the option of the other Party:

(a) to return the Confidential Information in its possession, custody or control or in the possession custody or control of any of its directors, officers, employees, ex-employees, agents, subcontractors or professional advisors, together with all copies thereof; or

(f) to destroy all documents and other material in its possession, custody or control which bear or incorporate any part of the other Party’s Confidential Information and to certify to the other Party that this has been done and no copies have been retained.

10. TERMINATION

10.1. Either party shall have the right to immediately terminate this Agreement upon prior written notice:

(a) in the event the other party commits a material breach of its obligations under this Agreement, and, if the breach is capable of remedy, fails to remedy it during the period of twenty (20) days starting on the date of receipt of notice requiring it to be remedied;

(b) in the event the other party experiences an Insolvency Event;

(d) at any time on 1 month’s notice, in relation to any or all Tracks, subject to the fulfilment of the current campaign within a Package.

10.2. On termination of this Agreement for any reason:

(a) all appointments, permissions or licences granted hereunder shall immediately terminate;

(b) the LABEL shall make no further use of the Account, Platform, documentation or other items (and all copies of them) belonging to SYNDICAST;

(d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced; and

(e) LABEL shall promptly pay all undisputed Fees related to the period prior to termination, including relating to Services provided and not yet invoiced on a pro rata basis.

11. LIABILITY

11.1. SYNDICAST agrees to fully indemnify the LABEL against all Claims brought against, suffered or incurred by the LABEL as a result of:

(a) SYNDICAST’s breach of clause 3.1; or

(b) SYNDICAST’s breach of clause 9 (Confidentiality).

11.2. The LABEL agrees to fully indemnify SYNDICAST against all Claims brought against, suffered or incurred by SYNDICAST as a result of:

(a) the LABEL’s breach of clause 4.1;

(b) the LABEL’s breach of clause 9 (Confidentiality); or

(c) any provision by the LABEL, and/or use by SYNDICAST, of the LABEL Assets in accordance with the terms of this Agreement.

11.3. Subject to clause 11.5, each party’s total liability to the other party arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise:

(a) under clauses 11.1 and 11.2 respectively shall be limited to £1,000,000 (one million GBP); and

(b) otherwise shall be limited to an amount equal to the total Fees paid by the LABEL in the previous 12 months.

11.4. Subject to clause 11.5, neither party will be liable, whether in contract, tort (including negligence) breach of statutory duty, or otherwise, for any of the following losses or damage (whether or not such losses or damage were direct, foreseen, foreseeable, known or otherwise):

(a) special, indirect, incidental or consequential loss or damage;

(b) loss of actual or anticipated profits;

(d) loss of revenue or of the use of money;

(e) loss of anticipated savings;

(f) loss of goodwill; and/or

(g) loss of data,

arising out of or in connection with this Agreement.

11.5 Nothing in this Agreement shall exclude or limit either party's liability to the other for:

(h) personal injury or death resulting from negligence;

(b) fraud or fraudulent misrepresentations; and

11.5.

11.6. The indemnified party agrees:

(a) to notify the indemnifying party forthwith on it becoming aware of any Claim or potential Claim under this clause 11;

(b) provide the indemnifying party with such reasonable assistance regarding the Claim as is required by the indemnifying party, subject to reimbursement by the indemnifying party of the indemnified party’s costs so incurred;

(c) not to make any admission, settle, compromise or negotiate the settlement of any such Claim without the prior consent of the indemnifying party (such consent not to be unreasonably withheld) provided that the indemnifying party considers and defends any Claim diligently, using competent counsel and in such a way as not to bring the reputation of the indemnified party into disrepute; and

(d) if requested by the indemnifying party, to pass the conduct of any such Claim to the indemnifying party (at the indemnifying party’s cost), always provided that the indemnifying party shall obtain the indemnified party’s prior approval of any settlement terms, such approval not to be unreasonably withheld.

12. CHANGE MANAGEMENT

12.1. If either party requests a Change, SYNDICAST shall, within two (2) Working Days of a request, provide a written estimate to the LABEL of:

(a) the likely time required to implement the Change and likely impact to the Services; and

(b) any other impact of the Change, including Fees payable.

12.2. If the LABEL wishes SYNDICAST to proceed with the Change, the parties shall make a written record of the necessary variations to take account of the Change.

13. NOTICES

13.1. Any notice or other communication given under this Agreement must be in writing and served on a party as follows:

(a) by first class mail;

(b) or by recorded delivery post;

to the contact details at the start of this agreement or as otherwise notified in writing.

13.2. Notices or communications sent by first class or recorded delivery post will be deemed to be served three (3) Working Days following the day of posting. Where a notice is to be given by email, the email shall be in plain text digital format or in a digital format previously confirmed by the intended recipient to be readable by such recipient. The email shall clearly identify in the body of the email who the email is from and to whom it is addressed (the email address shall not be enough to indicate this) and shall state that the email is a notice which is given under this Agreement. Notices or communications sent by email will be deemed to be served, four hours after sending, subject to evidence the email was sent to the correct email address and no evidence of non-delivery being received by the sender.

14. FORCE MAJEURE

14.1. Neither party shall be deemed to be in breach of this Agreement or otherwise liable to the other party for any delay in performance or any failure to perform any obligations under this Agreement (and the time for performance shall be extended accordingly) if and to the extent that the delay or failure is due to a Force Majeure Event provided the party whose performance is affected has taken all steps (if any) which it could reasonably be expected to have taken to avoid the effects of and mitigate the effects of the Force Majeure Event.

14.2. A party suffering a Force Majeure Event and seeking to rely on clause 14.1 shall promptly notify the other in writing of the nature and extent of the circumstances giving rise to a Force Majeure Event. Notwithstanding the foregoing, each party shall use all reasonable endeavours to continue to perform its obligations for the duration of any Force Majeure Event.

14.3. If the relevant Force Majeure Event prevails for a continuous or aggregate period in excess of thirty (30) days, either party may elect to immediately terminate this Agreement upon written notice

15. ASSIGNMENT AND SUBCONTRACTING

Neither party may assign, transfer or, subcontract or sub-license any of its rights or obligations under this Agreement without prior written consent (such consent not to be unreasonably withheld or delayed), save to a group company. LABEL acknowledges that the certain elements of the Services may be provided on behalf of SYNDICAST by third party subcontractors, although SYNDICAST will remain responsible for these subcontractors and their actions or omissions.

16. WAIVER

No failure to exercise and no delay in exercising, on the part of either of the parties, any right or remedy in respect of any provision of this Agreement shall operate as a waiver of that right or remedy and any single or partial exercise of any right or remedy shall not preclude any other or further exercise of that right or remedy.

17. SEVERANCE

In the event that any of the terms, conditions or provisions of this Agreement are held to be illegal, invalid or unenforceable under the law of any jurisdiction this shall not affect or impair the validity, legality or enforceability of the remaining provisions of this Agreement which will remain in full force and effect.

18. NO PARTNERSHIP

Nothing in this Agreement shall constitute, or be deemed to constitute a relationship of partnership or profit sharing in the nature of a partnership between the parties nor, except as expressly provided, shall either party be deemed to be the agent of the other.

19. THIRD PARTY RIGHTS

Other than as described below, this Agreement does not create any rights under the Contracts (Rights of Third Parties) Act 1999 which are enforceable by any person who is not a party to it and no person who is not a party to this Agreement may enforce any of its terms or rely on any exclusion or limitation contained in it.

20. SURVIVAL

20.1. Termination or expiry of this Agreement shall be without prejudice to any rights, remedies or obligations which shall have accrued to either party pursuant to this Agreement or prior to such termination or expiry.

20.2. The relevant provisions of clauses 1 (Interpretation), 3 (SYNDICAST Obligations and Warranties), 4 (LABEL Obligations and Warranties), 6 (Intellectual Property), 8 (Insurance), 9 (Confidentiality), 10 (Termination), 11 (Liability), 13 (Notices), 14 (Force Majeure), 16 (Waiver), 17 (Severance), 19 (Third Party Rights), 20 (Survival), 25 (Entire Agreement) and 25 (Governing Law) shall survive termination or expiry of this Agreement.

21. PUBLICITY

The parties will jointly agree all press and publicity regarding this Agreement and the supply of Services to the LABEL. However, SYNDICAST shall be entitled to use the LABEL name and logo, or other content or materials that may include incidental use of the LABEL Assets, as a factual, non endorsing reference, on SYNDICAST’s website, marketing materials, in venue or otherwise, to the fact that the LABEL is or was a customer of SYNDICAST, for the purposes of promoting SYNDICAST and a demonstration of its services.

22. FURTHER ASSURANCE

Each party shall from time to time execute such documents and perform such acts and things as any party may reasonably require to give full effect to the provisions of this Agreement and the transactions contemplated by it.

23. VARIATION

This Agreement may not be modified or amended except in writing by a duly authorised representative of each party.

24. ENTIRE AGREEMENT

This Agreement (as amended from time to time) together with any document expressly referred to in any of its terms, contains the entire agreement between the parties relating to the subject matter covered and supersedes any previous agreements, arrangements, undertakings or proposals, written or oral, between the parties in relation to such matters except in relation to fraudulent misrepresentations. No oral explanation or oral information given by any party shall alter the interpretation of this Agreement.

25. GOVERNING LAW

25.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England.

25.2. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

25.3. Nothing in this Agreement shall prevent either party from applying to and obtaining from any court having jurisdiction injunctive or other equitable relief.

Schedule 1

>Data Processing Schedule

1 Data Protection

(A) The LABEL (referred to here as “User”) has appointed SYNDICAST (referred to here as “Service Provider”) to provide Services (referred to here as “Services” to the LABEL under the terms of the Agreement.

(B) In connection with its supply of those Services, Service Provider may be required to process personal data on behalf of the User as described in Exhibit 1 (the “Data Processing Services”).

(C) This Data Processing Schedule is intended to be read in conjunction with the Agreement and shall supersede any provisions relating to the processing of personal data in the Agreement.

1.1 For the purpose of this Schedule, the following words should have the following meanings:

“User Personal Data” means personal data provided by or on behalf of the User or otherwise obtained or generated by the Service Provider on the User’s behalf in connection with the provision of the Services;

“Data Protection Legislation”

means all applicable laws relating the processing of personal data including:

(a) Data Protection Act 2018;

(b) EC Directive 2002/58/EC on Privacy and Electronic Communications;

(c) EC Regulation 2016/679 (the “GDPR”) on the protection of natural persons with regard to the processing of personal data and on the free movement of such data;

(d) all local laws or regulations implementing or supplementing the EU legislation mentioned in (b) and (c) above;

(e) codes of practice and guidance issued by national Regulators relating to the laws, regulations and EU legislation mentioned in (a)-(d) above.

"Regulator" means any supervisory authority or other body with responsibility for ensuring compliance with Data Protection Legislation;

“Security Breach” means accidental or deliberate, unauthorised or unlawful acquisition, destruction, loss, alteration, corruption, access, use or disclosure of personal data processed under this Agreement or breach of Service Provider’s security obligations under this Agreement.

1.2 References in this schedule to “controller”, “data subject”, “personal data,” “processor”, and “processing” shall have the same meaning as defined in GDPR.

1.3 The parties acknowledge and agree that in order to provide the Services, Service Provider may process User Personal Data. Exhibit 1 sets out the subject matter and duration of the processing; nature and purpose of the processing; the type of personal data being processed; and the categories of data subject, in respect of such User Personal Data.

1.4 The parties agree that, in respect of the User Personal Data User shall be the “controller” and Service Provider shall be the User’s “processor”.

1.5 Each party, in respect of the processing of the User Personal Data, acknowledges and agrees that each party has respective rights and obligations under applicable Data Protection Legislation.

1.6 Service Provider shall, without prejudice to its other rights or obligations, in respect of its processing of such personal data:

(a) process the User Personal Data only to the extent, and in such a manner, as is necessary for the purposes of performing this Agreement and in accordance with User’s lawful written instructions from time to time and Service Provider shall not process, nor permit the processing, of the User Personal Data for any other purpose unless such processing is required by European Union or Member State law to which Service Provider is subject in which case Service Provider shall notify User in advance of its intention to carry out such processing and allow User the opportunity to object (unless that law prohibits such information on important grounds of public interest). If Service Provider is unsure as to the parameters of the instructions issued by User and/or believes that User’s instructions may conflict with the requirements of Data Protection Legislation or other applicable laws, Service Provider may notify User for clarification and provide reasonable details in support of any assertion that User’s instructions may not be lawful;

(b) ensure the reliability of all its personnel who have access to the User Personal Data and shall in particular ensure that any person authorised to process User Personal Data in connection with this Agreement is subject to a duty of confidentiality;

(c) having regard to the state of technological development and the cost of implementing any measures, take such technical and organisational measures against the unauthorised or unlawful processing of data and against the accidental loss or destruction of, or damage to data, to ensure a level of security appropriate to: a) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage of the data; and b) the nature of the data to be protected, provided that where specific additional requirements of the User may require the use of resource and/or cost additional to that usually provided or incurred, or anticipated, by Service Provider, User agrees to pay for the same (in addition to any other charges or fees), provided that Service Provider has notified User of the fact that additional charges or cost may be payable;

(d) assist User by using appropriate technical and organisational measures in responding to, and complying with, request from data subject;

(e) taking into account the nature of the processing and the information available to Service Provider, provide User with reasonable co-operation and assistance in relation to User’s obligations and rights under Data Protection Legislation, including its obligations to keep personal data secure, to notify relevant Regulators and/or affected data subjects of any personal data breach, to carry out data privacy impact assessments (“DPIA”) or to consult with relevant Regulators where a DPIA indicates there is a high risk that cannot be mitigated;

(f) without undue delay notify User, if Service Provider:

(i) receives any complaint, notice or communication which relates directly or indirectly to the processing of the User Personal Data under this Agreement; and/or

(ii) becomes aware of a Security Breach relating to the processing of User Personal Data;

(g) keep at its normal place of business a written record of its processing of the User Personal Data (“Records”);

(h) permit no more than once per year User, its third-party representatives (who are not competitors of Service Provider) or a Regulator, on reasonable notice during normal business hours, but without notice in case of any reasonably suspected breach of this schedule by Service Provider, access to inspect, and take copies of, the Records for the purpose of auditing Service Provider's compliance with its obligations under this schedule.

(i) may engage a sub processor to process User Personal Data (or otherwise sub-contract or outsource the processing of User Personal Data to a third party) (a “Sub processor”), provided that it:

(i) notifies User of any new or replacement Sub processors. If User objects to the appointment of a new or replacement Sub processor, it shall notify Service Provider within five business days. User shall be deemed to have accepted the Sub processor if Service Provider does not receive an objection with five Business Days. If the objection cannot be resolved by the parties within five Business Days of receipt by the Service Provider of the written objection, Service Provider shall not be in breach of this Agreement to the extent it cannot provide its services or otherwise comply with its obligations as a result;

(ii) enters into a written contract with the Sub processor that:

(1) provides protections or guarantees that User considers necessary to implement appropriate technical and organisational measures in compliance with the Data Protection Legislation; and

(2) terminates automatically on termination or expiry of this Agreement for any reason; and

(iii) remains liable for all acts or omissions of the Sub processors as if they were acts or omissions of Service Provider (except to the extent caused or exacerbated by User).

As at the date of this Agreement, Service Provider uses the Sub processors set out in Exhibit 1 in connection with the provision of the Services.

(j) not transfer the User Personal Data to a territory outside of the European Economic Area (“EEA”) without User’s prior written consent. Where User consents to such transfer, Service Provider shall, prior to such transfer, if the territory to which the User Personal Data is being transferred does not have a finding of adequacy by the European Commission, enter into the Model Clauses with the User (or shall procure that any relevant third party (i) enters into the Model Clauses directly with the User, or (ii) enters into the Model Clauses with the Service Provider on terms that are enforceable against the third party by the User), unless the parties agree in writing to rely on another lawful transfer mechanism. Service Provider shall ensure that it complies, and shall procure that the relevant third party complies, with the relevant obligations under the Model Clauses (or other lawful transfer mechanism). If the Model Clauses (or other lawful transfer mechanism) cease to exist or are no longer considered to be a lawful method of transferring personal data outside of the EEA, Service Provider shall cease, or procure that the relevant third party ceases, the processing of the relevant User Personal Data until such time as Service Provider has, in accordance with User’s instructions, entered into an alternative mechanism to enable the User Personal Data to be processed in compliance with Data Protection Legislation;

(k) on termination or expiry of this Agreement, return or destroy (as directed in writing by User) all User Personal Data it has in its possession and delete existing copies unless applicable law requires storage of the User Personal Data.

1.7 Where, Service Provider is obliged to provide assistance to User, or to third parties at the request of User, such assistance shall be provided at the sole cost and expense of User, except where such assistance directly arises from Service Provider’s breach of its obligations, in which event the costs of such assistance shall be borne by Service Provider.

1.8 User agrees to comply with its obligations under applicable Data Protection Legislation in respect of the processing of User Personal Data and shall in particular ensure that, as a condition of this Agreement, Service Provider is lawfully permitted to process User Personal Data on its behalf.

LABEL LICENCE

SYNDICAST RADIO PLUGGING

BETWEEN:

1. The LABEL entity (as licensor) identified as the relevant label / licensor for the relevant Track(s) (“LABEL”).

and

2. The Radio Station entity (as licensee) that selects the relevant Track(s) to license (“Radio Station”).

RECITALS

(A) The LABEL owns or controls certain rights to the sound recordings of various music tracks (the “Tracks” as further defined below), and wishes to license the relevant rights to enable playlisting, broadcast and/or making available by the Radio Station as further described below.

(B) The Radio Station has reviewed certain Tracks and now wishes to obtain the relevant rights for such playlisting, broadcast and/or making available of the selected Tracks from the LABEL.

(C) The parties agree that the following terms and conditions will be activated by the selection of a Track by the Radio Station to license, and will apply to the license of rights by the LABEL to the Radio Station.

LICENCE TERMS

IT IS AGREED as follows:

1. INTERPRETATION

1.1. In this Agreement, unless the contrary intention appears:

“Agreement” means these Licence Terms together with any release information or restrictions identified with the Track;

“Track(s)” means any sound recordings that are owned or controlled by the LABEL that are be selected by the Radio Station for download and licence from the LABEL;