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With one click, your artist can share their music videos directly with the millions of fans on MTV Artists. This isn't just another boring destination for music videos though! Allowing your artist to publish their video to their profile page will automatically put the video into the consideration queue for our video hours on television, premieres on our editorial sites, and much more.

One artist. One click. Millions of fans.

Here are the terms your artists will be agreeing to. When you approve an artist, you agree to these terms as well.

Viacom Media Networks, a division of Viacom International Inc. (VMN) and you ("Licensor") hereby agree as follows:

1. Definitions. (a) "Artist Platform" means the suite of tools offered by VMN, which allows certain recording artists, record companies and/or their respective authorized representative(s) (as applicable) to add content and edit information on the page which is dedicated to such artist on one or more VMN Online Services and/or VMN Wireless Services.

(b) "Domestic Ad Revenues" means the monies, if any, actually received by VMN that are solely and directly attributable to the sale of each standalone interstitial audio and audio-visual unit of advertising (excluding any VMN "house" advertisements) (collectively, "Ads"), solely to the extent such Ads are exhibited in the United States immediately before and during (if applicable) an on-demand "Play" (as defined below) of individual standalone Videos solely within a VMN Media Player, solely to the extent such VMN Media Player is accessible on (1) VMN Online Services which are accessible to end users in the United States, (2) VMN Wireless Services which are accessible to end users in the United States and/or (3) third party online and/or wireless services which are accessible to end users in the United States, irrespective of how any such services are accessed, less the following amounts: (x) any agency or sales commissions; (y) applicable taxes incurred by VMN in connection with the sale of each such Ad; and (z) the fees payable to any application distributor. Notwithstanding anything to the contrary contained in the previous sentence, the definition of "Domestic Ad Revenues" shall specifically exclude any display, banner and/or any other advertisements placed outside of the VMN Media Player.

(c) "Effective Date" means the date that Licensor accepts the terms of this Agreement, as indicated in VMN's records.

(d) "Foreign Ad Revenues" means the monies, if any, actually received by VMN that are solely and directly attributable to the sale in the applicable country concerned of Ads, solely to the extent such Ads are exhibited outside of the United States immediately before and during (if applicable) an on-demand Play of individual standalone Videos solely within the VMN Media Player, solely to the extent such VMN Media Player is accessible on (1) VMN Online Services which are accessible to end users outside of the United States, (2) VMN Wireless Services which are accessible to end users in the applicable country concerned outside of the United States, and/or (3) third party online and/or wireless services which are accessible to end users in the applicable country concerned outside of the United States, irrespective of how any of the services referred to in sections (1), (2) and (3) hereof are accessed, less the following amounts: (x) any agency or sales commissions; (y) applicable taxes incurred by VMN in connection with the sale of each such Ad; and (z) the fees payable to any application distributor. Notwithstanding anything to the contrary contained in the previous sentence, the definition of "Foreign Ad Revenues" shall specifically exclude any display, banner and/or any other advertisements placed outside of the VMN Media Player.

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(e) "License Period" (i.e., the period during which a Licensed Video delivered to VMN hereunder can be made available for exhibition on the VMN Television Services (if applicable) and for exploitation on the VMN Online Services and/or on the VMN Wireless Services) means the period commencing upon the date of the delivery to VMN hereunder of the Licensed Video concerned and expiring sixty (60) days after VMN's receipt of a written notice from Licensor of the termination of the Term of this click-through license agreement (the "Agreement"), but in no event shall the License Period for any Licensed Video hereunder expire earlier than three (3) years after the delivery to VMN hereunder of the Licensed Video(s) concerned.

(f) "Licensed Video(s)" means collectively, the Music Videos, the Live Performance Videos and, effective as of the "Re-Submitted Video Delivery Date" for the "Previously-Delivered Music Video" (each, as defined in subparagraph 1(i) below), the applicable Previously-Delivered Music Videos concerned.

(g) "Live Performance Video(s)" means any audiovisual recording consisting entirely of a live concert musical performance of at least one musical composition, which audiovisual recording is owned or controlled by Licensor, and which audiovisual recording is delivered to, and accepted by, VMN pursuant to this Agreement at any time on or after the Effective Date.

(h) "Master Recording(s)" means an audio-only sound recording of a single musical composition, which audio-only sound recording is solely owned or controlled, in its entirety, by Licensor and for which Licensor possesses distribution rights (i.e., Licensor (i) is the sole writer of the musical composition embodied in the audio-only sound recording concerned, (ii) is not signed to any third party record label and (iii) is not signed to any third party music publishing entity) and which is delivered to, and accepted by, VMN pursuant to this Agreement at any time on or after the Effective Date.

(i) "Music Video" means any audiovisual recording consisting entirely of a studio or "recorded" musical performance of at least one musical composition, which audiovisual recording is owned or controlled by Licensor, and which audiovisual recording is delivered to, and accepted by, VMN pursuant to this Agreement at any time on or after the Effective Date; provided, however, that subject to the last sentence of this subparagraph 1(i), the parties agree that the license granted to VMN hereunder shall, effective as of the "Re-Submitted Video Delivery Date" (as defined below) applicable to each "Previously Delivered Music Video" (as hereinafter defined), include all such audiovisual recordings delivered by Licensor to VMN and/or to any VMN Service(s) prior to the Effective Date (each, a "Previously-Delivered Music Video"), provided that Licensor provides to VMN each of the materials set forth in paragraph 4 hereof with respect to each such Previously-Delivered Music Video. Notwithstanding the foregoing, Licensor acknowledges and agrees that any payments that may become due to Licensor in connection with Previously-Delivered Music Videos pursuant to subparagraph 3(c) shall only be payable for Qualifying On-Demand Streams of each such Previously-Delivered Music Video which are made following the date that Licensor provides to VMN the materials referred to in paragraph 4 hereof (the "Re-Submitted Video Delivery Date") and VMN applies the data concerned to the applicable Previously-Delivered Music Video. For purposes of clarity, so called lyric videos shall be deemed to be Music Videos hereunder.

(j) "On-Demand Play" means any instance that a Stream of a particular Licensed Video is Played at the specific demand of an end user.

(k) "Play" means each instance that a Stream is Played by an end user on a device (but specifically excluding Streams of Licensed Videos which are accessed via any television video-on-demand service).

(l) "Proportionate Share" means a fraction where (i) the numerator is the number of Qualifying On-Demand Plays of Licensed Videos in the applicable country of the Territory during the applicable month and (ii) the denominator is the total number of Qualifying On-Demand Plays of all Videos (including Licensed Videos) in the country concerned during such month.

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(m) "Qualifying On-Demand Plays" means on-demand Plays of Streams of individual standalone Videos (including Licensed Videos) which are accessed in the VMN Media Player in the applicable country concerned, which Streams exceed twenty (20) seconds in duration.

(n) "Stream" means the digital transmission of a Licensed Video and/or a Master Recording (if applicable) to the device of an end user in such a manner that the Licensed Video and/or the Master Recording concerned is rendered simultaneously with its transmission.

(o) "Term" means the period beginning on the Effective Date and continuing in perpetuity.

(p) "Territory" means the universe.

(q) "Video" means any audiovisual work embodying the sound recording of a single musical composition in synchronization with visual images.

(r) "VMN" means Viacom Media Networks, a division of Viacom International Inc. and parents, subsidiaries and affiliates of Viacom International Inc.

(s) "VMN Media Player" means a digital media player which is hosted and served by or for VMN.

(t) "VMN Online Service(s)" means any existing and/or new online service owned, controlled, managed, branded and/or licensed by VMN, including, but not limited to, mtv.com, vh1.com, cmt.com, spike.com, etc., irrespective of how such services may be accessed.

(u) "VMN Programming" means any existing and new programming (including, without limitation, any and all series, made for television motion pictures, specials, long-form, short-form, interstitial, public service announcements and awards shows and user-generated content submitted to VMN), or any part thereof (including so-called "promos" relating thereto), which is produced at any time during the Synchronization Period (as defined below) and which is packaged, distributed, owned, controlled and/or licensed, in whole or in part, by or to VMN and/or any VMN Service. This definition expressly excludes motion pictures or films which are initially released theatrically, provided that a motion picture or a film that is made for television shall be deemed "VMN Programming" even if it is exhibited at a film festival or has subsequent or simultaneous theatrical exhibitions.

(v) "VMN Television Service(s)" means any existing and/or new television programming service owned, controlled, managed, branded and/or licensed by or to VMN, including, but not limited to, the programming services bearing the following names and/or trademarks: "MTV", MTV2, VH1, Country Music Television ("CMT"), Nickelodeon, TV Land, Comedy Central, Spike TV, LOGO and successors thereto, as well as any existing and/or new television video-on-demand programming services owned, controlled, managed, branded and/or licensed by or to VMN.

(w) "VMN Wireless Service(s)" means any existing and/or new wireless services owned, controlled, managed, branded and/or licensed by or to VMN and/or applications created and/or licensed by or for VMN.

(x) "VMN Services" means, collectively, the VMN Television Services, the VMN Online Services and the VMN Wireless Services.

2. Grant of Rights. Licensor hereby grants to VMN each of the following non-exclusive rights:

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(a) to Stream on the VMN Services each of the Master Recordings in accordance with the terms and conditions set forth in the Audio Agreement attached hereto, and incorporated herein, as Schedule 1;

(b) during the License Period applicable to each Licensed Video, to exhibit and distribute each Licensed Video an unlimited number of times on the VMN Services throughout the Territory via all forms of television, online and/or wireless services, regardless of device, delivery method and/or technology, whether digital, analog, interactive, wireless (e.g., 4G), via Internet Protocol or otherwise, including, but not limited to, Direct Broadcast Satellite, Digital Video Broadcast, Direct-to-Home, Integrated Services Digital Broadcast, Multi-channel Multi-point Distribution, Satellite Master Antenna Television, Television Receive Only Satellite, Digital Subscriber Lines, UHF and VHF, terrestrial, cable (including, but not limited to, cable retransmissions), Internet broadband, Internet narrowband, Web TV and other convergence technologies, via linear, on-demand, pay-per-view and pay-per-play services and methods, and/or any other delivery methods and/or technologies hereafter developed or discovered (collectively, the "Media");

(c) during the License Period or a period of ten (10) years from the date of delivery of each Licensed Video (whichever is longer) (the "Synchronization Period"), to use audio-only, visual-only and/or audio-visual excerpts (collectively, "Excerpts") of each Licensed Video, (i) in VMN Programming for exhibition and/or distribution throughout the Territory in any and/or all Media, except that solely with respect to VMN's use of audio-only excerpts of Licensed Videos (each, an "AOE"), VMN shall only have the right to use up to thirty (30) seconds of any such AOE solely in ads and/or promo spots for the Artist Platform ("Artist Platform Promos"), and such Artist Platform Promos may be distributed throughout the Territory, in any and/or all Media. Without limiting the generality of the foregoing, VMN shall have the right to license VMN Programming embodying Licensed Videos (and/or Excerpts thereof) to unaffiliated third parties in any and/or all Media (including, without limitation via an embeddable VMN Media Player) and/or to syndicate in a VMN Media Player to unaffiliated third parties Licensed Videos, provided the rights granted to any unaffiliated third party with respect to Licensed Videos (or Excerpts thereof) do not exceed the rights granted to VMN as set forth in this Agreement; and (ii) to advertise, promote and publicize each such Licensed Video, any VMN Programming and/or any of the VMN Services in any and/or all Media throughout the Territory (each, a "Promo") (such advertising, promotion and publicity also may include pre-existing advertisements, publicity pieces and promotional material, in whole or in part). VMN will have no obligation to use, prefer, market or otherwise exploit any Licensed Video hereunder. Notwithstanding anything to the contrary contained in this Agreement, VMN's right to exhibit and/or distribute VMN Programming, Promos and/or Artist Platform Promos which embody any Licensed Video or Excerpts thereof (and/or to cause any authorized third party to exhibit and/or distribute any such VMN Programming, Promos and/or Artist Platform Promos) which is produced and/or created during the Synchronization Period shall continue in perpetuity. Notwithstanding anything to the contrary contained in subparagraph 2(b) above or elsewhere in this Agreement, solely when used with respect to the exhibition, distribution and/or advertising of VMN Programming, Artist Platform Promos and Promos, the term "Media" shall also include any or all physical distribution formats (e.g., DVDs) now existing and hereafter developed and any or all digital distribution formats (e.g., so-called "DTOs") now existing and hereafter developed;

(d) to use and authorize others to use the name, likeness and voice of the artists who rendered services in connection with each Licensed Video and each Master Recording (if applicable) in any Media for the purposes of advertising, promoting or publicizing the exhibition by VMN of such Licensed Video, Master Recording, VMN Programming and/or any VMN Service, but not so as to constitute an endorsement of any other product or service; and

(e) the right, at VMN's sole cost and expense, to manufacture reproductions of each such Licensed Video solely as necessary for use in accordance with the rights granted in this Agreement. All right, title and interest in and to the reproduction, and the contents of the reproduction, including the copyright therein, shall at all times remain with Licensor.

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3. Consideration and Payment. (a) Licensor acknowledges that VMN's television programming plans will be formulated in reliance on the rights granted herein, and that the promotional value delivered by VMN's actual exercise of such rights is full consideration for the grant of such rights.

(b) Beginning on the date which is the first day following the last day of the beta phase of VMN's Artist Platform, VMN shall credit to Licensor's account the following amounts for the uses concerned during the applicable periods:

(i) solely for Qualifying On-Demand Plays of Music Videos that are accessed by end users in the United States, VMN will credit to Licensor's account Licensor's Proportionate Share of fifty percent (50%) of the applicable Domestic Ad Revenues;

(ii) solely for Qualifying On-Demand Plays of Live Performance Videos that are accessed by end- users in the United States, VMN will credit to Licensor's account Licensor's Proportionate Share of thirty-five percent (35%) of the applicable Domestic Gross Ad Revenues;

(iii) solely for Qualifying On-Demand Plays of all Licensed Videos (including, but not limited to, Live Performance Videos) that are accessed by end users in countries outside of the United States where a collecting rights society or other licensing agent that represents record companies and/or labels (hereinafter collectively referred to as "Licensing/Mandate Societies") is not authorized to license, on behalf of Licensor, the right to Stream Licensed Videos hereunder, VMN will credit to Licensor's account Licensor's Proportionate Share of thirty-five percent (35%) of the applicable Foreign Ad Revenues; and

(iv) Without limiting the generality of the foregoing, Licensor acknowledges and agrees that with respect to Qualifying On-Demand Plays of Licensed Videos (including, but not limited to, Live Performance Videos) that are accessed by end users in countries outside of the United States where a Licensing/Mandate Society is authorized to license, on behalf of Licensor, the right to Stream Licensed Videos hereunder, no monies shall be payable to Licensor hereunder with respect to any such Qualifying On-Demand Plays of Licensed Videos in any such country of the Territory;

(c) No monies shall be payable in connection with (i) any VMN Programming in which any Licensed Videos (and/or Excerpts thereof) are embodied; (ii) any individual standalone performances of any Licensed Video(s) which are exhibited on any VMN Television Service; (iii) any Licensed Videos (including any Previously-Delivered Music Video) that does not have an associated ISRC code (i.e., an international standard code for uniquely identifying music video recordings); (iv) the Streaming of any Master Recording(s); and/or (v) any simulcasts of VMN Television Services and/or any VMN Programming and/or Promos in which any Licensed Videos (and/or Excerpts thereof) are embodied.

(d) The Proportionate Share of Domestic Ad Revenues and/or Foreign Ad Revenues (if any) that become due to Licensor pursuant to this Agreement shall be paid by VMN to Licensor in accordance with the accounting, reporting and audit provisions set forth in Schedule 2 annexed hereto and incorporated herein.

4. Materials. (a) Licensor shall, at its sole cost and expense, deliver to VMN each Licensed Video in digital format in accordance with the then-current specifications designated by VMN, together with each of the following materials:

(i) upon VMN's request in each instance, a completed music cue sheet, which cue sheet shall contain, among any other information that may be requested by VMN, the name of each composer(s), each

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publisher(s) and each performing rights organization(s) relating to each musical composition that is embodied in each Live Performance Video delivered to VMN hereunder;

(ii) a lyric sheet which sets forth the lyrics of each musical composition embodied in each Licensed Video delivered to VMN hereunder; and

(iii) any other information that VMN may request in order to carry out the terms of this Agreement and/or in order to exercise the rights granted to VMN pursuant to this Agreement.

(b) Additionally, if, at any time during the License Period, VMN identifies any Licensed Video delivered to VMN hereunder as a Licensed Video that it wishes to exhibit on one or more VMN Television Services (each, a "TV Licensed Video"), then VMN will so advise Licensor in each instance, and if Licensor wishes to make each such identified Licensed Video available as a TV Licensed Video, then Licensor shall, in accordance with VMN's then-current customary terms with respect thereto, re-deliver to VMN the Licensed Video(s) concerned via such method(s) and in such format(s), that are designated by VMN.

5. Credits. VMN shall have the right, but not the obligation, to place wording in each Licensed Video exhibited hereunder stating the following: (a) the title of the musical composition featured in the Licensed Video; (b) the title of the record album that contains the recording featured in the Licensed Video, if applicable; (c) the name of the artist featured in the Licensed Video; and (d) solely with respect to the exhibition in the U.S. of a Licensed Video, the name of the record label used by Licensor for the commercial sale of the recording featured in the Licensed Video, if applicable. VMN, may, at its sole option, also include the name of the director of the Licensed Video and/or any other information VMN deems relevant.

6. Prior Agreements. This Agreement shall become effective on the Effective Date, and the terms and conditions contained herein shall be applied solely on a prospective basis. In the event that there is an existing agreement in place between the parties (each, an "Existing Agreement"), then except as otherwise specified in subparagraph 1(i), nothing contained in this Agreement shall be deemed to modify and/or supersede the terms of any Existing Agreement.

7. Representations, Warranties and Indemnity. (a) Licensor hereby warrants and represents that: (i) Licensor has obtained or will obtain any and all necessary third party music publishing rights, including, but not limited to, all synchronization, dubbing and other reproduction rights (but excluding non-dramatic public performance rights) with respect to all musical compositions embodied in each Licensed Video delivered to VMN hereunder and shall make all payments required in connection therewith; (ii) Licensor has obtained or will obtain in a timely manner the right to grant all other rights granted herein, including, without limitation, any and all music publishing rights controlled by Licensor; (iii) Licensor is free to enter into and fully perform its obligations hereunder; (iv) except as otherwise specifically set forth herein, Licensor has paid or will pay all charges, taxes, fees and other amounts that are or may be owed in respect of each of the Licensed Videos, the Master Recording(s) (if applicable), and the exercise of any of the rights granted herein (including, without limitation, all re-use or residual payments and related pension and welfare payments payable to any union or guild, any payments that are or become due to the parties whose performances are embodied in the Licensed Videos and any payments that are or become due to the writers of the musical compositions embodied in the Licensed Videos); (v) there are no pending claims, liens, charges, restrictions or encumbrances on any of the Licensed Videos, any of the Master Recordings (if applicable), or on the rights granted herein with respect thereto; (vi) the exercise of the rights granted herein will not infringe on any rights of any performer, composer, author, music publisher, record company, concert hall proprietor, or any other third party, including but not limited to rights of copyright, trademark, unfair competition, contract, defamation, privacy or

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publicity; (vii) no additional consent from any parties regarding any material contained in the Licensed Videos will be required for VMN to fully and completely exercise the rights granted to it herein (other than music publishing-related rights concerning solely Live Performance Videos for which Licensor is not the sole owner and/or administrator of the musical composition(s) embodied in the Live Performance Video(s) concerned); (viii) all Music Videos and Live Performance Videos delivered to VMN hereunder shall be in compliance with all applicable laws, rules and regulations of any governmental authority; and (ix) if Licensor is an individual, such individual is the age of majority in the state and/or other territory in which such individual is a legal resident, and if such individual is not of the applicable age of majority, then Licensor warrants and represents that the terms and conditions of this Agreement have been accepted by Licensor's legal guardian.

(b) Licensor is solely responsible and liable for Licensor's communications and submissions (and the consequences) made under Licensor's name, user name, email address, password and Licensor's registration information. If VMN determines, in its sole discretion, Licensor has violated, or any Music Videos, Live Performance Videos and/or Master Recordings submitted to VMN hereunder violate the terms of this Agreement, VMN reserves the right, at any time, without notice and without limiting any and all other rights VMN may have under this Agreement, at law or in equity, to (i) refuse to allow Licensor to submit further Music Videos, Live Performance Videos and/or Master Recordings, (ii) remove and delete any and/or all Licensed Videos and/or Master Recordings submitted by Licensor hereunder, (iii) revoke Licensor's registration and right to use the Artist Platform and (iv) use any technological, legal, operational or other means available to enforce the terms of this Agreement, including, without limitation, blocking specific IP addresses or deactivating Licensor's registration or access to the Artist Platform. Licensor will defend, indemnify and hold VMN harmless from and against any and all claims, demands, losses, damages or other payments, including without limitation reasonable attorneys fees, arising out of any breach or alleged breach of any warranties, representations and/or undertakings made by Licensor herein. In the event of any claim or service of process upon VMN involving the indemnification hereinbefore set forth, VMN shall notify the Licensor of this claim. Licensor will promptly adjust, settle, defend or otherwise dispose of such claim at its sole cost. If Licensor has been so notified and is not diligently and continuously pursuing such matter, VMN may take such action on behalf of itself and/or as attorney-in-fact for Licensor, to adjust, settle, defend or otherwise dispose of such claim, in which case Licensor shall, upon being billed therefor, reimburse VMN in the amount thereof.

8. Miscellaneous. (a) LICENSOR ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, EXCEPT FOR ANY AMOUNTS OWED TO LICENSOR HEREUNDER PURSUANT TO PARAGRAPH 3, NEITHER VMN NOR ANY OF ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, OPERATIONAL SERVICE PROVIDERS, ADVERTISERS, OR SUPPLIERS, SHALL BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH, OR ARISING FROM, THIS AGREEMENT, THE USE OF THE LICENSED VIDEOS OR THE RIGHTS GRANTED BY LICENSOR HEREUNDER, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES. (b) VMN has the right to change the terms and conditions of this Agreement at any time, and any such changes shall apply to all content delivered to VMN prior to and following the date any such changes are implemented by VMN. Without limiting the generality of the foregoing, Licensor hereby acknowledges and agrees that each time Licensor submits to VMN a Music Video, a Live Performance Video, a Master Recording and/or any other materials referred to in paragraph 4 hereof or any of the Schedules annexed to this Agreement, Licensor will be confirming its acceptance of, and agreement to be bound by, all of the then-current terms and conditions of this Agreement. Notwithstanding anything to the contrary contained in subparagraph 1(o), VMN and Licensor acknowledge and agree that Licensor has no obligation to submit to VMN any Music Video(s), any Live Performance Video(s) and/or any Master Recording(s) during the Term. Notwithstanding the foregoing, but subject to the provisions of subparagraph 1(e), which provisions shall survive the termination of the Term, Licensor shall have the right, at any time following the date of Licensor's

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acceptance of the term of this Agreement, to terminate the Term, by contacting VMN's customer service (in accordance with the Site Terms of Use (http://www.mtv.com/sitewide/legal/terms.jhtml)) and notifying customer service of such termination.

(c) Notwithstanding anything to the contrary contained in subparagraph 1(e), Licensor shall have the right, at any time following the date which is one (1) year after the date any particular Live Performance Video delivered to VMN hereunder is initially made available on the Artist Platform, to contact VMN's customer service (in accordance with the Site Terms of Use (http://www.mtv.com/sitewide/legal/terms.jhtml)) and request that a particular Live Performance Video(s) previously delivered to VMN hereunder be removed from the applicable page on the Artist Platform, and VMN agrees that it shall, within sixty (60) days following the date Licensor initiates each such request with VMN's customer service department, so remove from the applicable page on the Artist Platform, the Live Performance Video concerned.

(d) This Agreement contains the entire understanding of the parties hereto relating to the subject matter hereof, and cannot be changed or terminated orally. If any provision of this Agreement is found to be illegal or unenforceable, the Agreement shall be deemed curtailed to the extent necessary to make it legal and enforceable and shall remain, as modified, in full force and effect. This Agreement and all matters or issues collateral thereto shall be governed by the laws of the State of New York applicable to contracts executed and performed entirely therein, and jurisdiction for any action hereunder shall rest exclusively in an appropriate court in the State and County of New York.

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SCHEDULE 1 AUDIO STREAMING AGREEMENT Viacom Media Networks, a division of Viacom International Inc. ("VMN") and you ("Licensor") hereby agree as follows:

For good and valuable consideration, the receipt of which is hereby acknowledged, VMN shall have the right, without any additional payment to Licensor and/or any third party, to stream during the "License Period" (as hereinafter defined) on all VMN owned, controlled, managed, branded and/or licensed online and/or wireless websites and applications (the "VMN Services") throughout the universe (the "Territory") each audio-only master recording (each, a "Master Recording") delivered to VMN hereunder during the "Term" (as hereinafter defined) of this audio streaming agreement (the "Audio Agreement"). The "License Period" shall mean the period beginning on the date of the delivery to VMN hereunder of the Master Recording concerned and expiring thirty (30) days after VMN's receipt of a written notice from Licensor of its intention to terminate of the Term of this Audio Agreement, but in no event shall the License Period for any Master Recording delivered to VMN hereunder expire earlier than one (1) year after the delivery to VMN hereunder of the Master Recording(s) concerned. The "Term" shall mean the period beginning on the date of the delivery to VMN hereunder of the first Master Recording delivered to VMN hereunder and continuing in perpetuity; provided, however, that Licensor has no obligation to submit to VMN any Master Recording(s) during the Term.

1. VMN shall have the right to make the Master Recording(s) available solely through a digital media player on, or any method via, the VMN Services (the "VMN Media Player"), which VMN Media Player may be made accessible through any media or medium via any distribution method now known or hereafter developed or discovered (including, but not limited to, wired delivery systems and/or wireless delivery systems (whether using a connection using TCP/IP protocol, a WIFI wireless LAN technology standard or short range Bluetooth wireless transceiver chip access (2.45 GHz/IEEE 802 standard, wireless protocols, etc.)), and which can be accessed via any technology or devices now known or hereafter developed (including, but not limited to, so-called "smart phones", tablet devices, etc.). The Master Recording(s), shall be distributed by VMN, if at all, via streaming media (i.e., the "streaming" technology and any other technology utilized for purposes of transmitting the Recording(s) hereunder shall not be designed in a manner which enables end users to download and save a "hard copy" of, or otherwise capture, record or store, the Master Recording(s) or any portion thereof), it being understood that VMN shall have no liability if an end user constructs a work- around the "streaming" technology to enable downloads. As between VMN and Licensor, Licensor shall retain all rights in and to the Master Recording(s).

2. Licensor shall be responsible, at its sole cost and expense, for providing to VMN the Master Recording(s) in accordance with VMN's then-current delivery requirements. Each such Master Recording is provided to VMN for use solely in connection with the rights granted to VMN hereunder. As between Licensor and VMN, other than the rights granted herein, Licensor shall retain all rights in and to the Master Recordings that are delivered to VMN by Licensor hereunder.

3. Licensor hereby represents and warrants that: (i) it possesses the full right, power and authority to enter into and fully perform its obligations under this Audio Agreement and to grant the rights herein granted to VMN; (ii) without limiting the generality of anything contained in section (i) of this subparagraph 3(a), it is the sole owner of each Master Recording delivered to VMN hereunder and it is the sole owner and administrator of the musical composition(s) embodied in each such Master Recording; (iii) it is free of any contractual obligation that would prevent it from entering into or performing its obligations under this Audio Agreement; (iv) it shall not act in a manner or enter into any oral or written agreements inconsistent with this Audio Agreement; (v) the exercise by VMN of the rights granted to it under this Audio Agreement shall not infringe upon the rights of any third party; (vi) the Master Recording(s) delivered to VMN hereunder, and the musical

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compositions embodied therein, are original works either owned in their entirety, or created solely by, Licensor, and no elements thereof infringe the rights of any third party; (vii) without limiting the generality of anything contained in this subparagraph 3(a), Licensor has the right to grant all rights granted herein, including, but not limited to, any master recording and/or publishing rights, digital performing rights with respect to the Master Recording(s), ephemeral recording rights, and/or any other rights arising out of or relating to the Digital Performance Right in Sound Recordings Act of 1995 and as amended by the Digital Millennium Copyright Act; and (viii) VMN shall not be obligated to make any payments to Licensor or to any third party (including, but not limited to, the writer(s) of the musical compositions embodied in the Master Recording(s) delivered to VMN hereunder) in connection with the rights granted to, and exploited by, VMN hereunder, and any such payments that may become due to any third party shall be paid by Licensor.

4. Licensor will at all times indemnify and hold VMN, its officers, directors and employees harmless from and against any and claims, damages, liabilities, costs and expenses, including reasonable outside counsel fees, arising out of or relating to any breach or alleged breach of any of its representations, warranties or undertakings made herein.

5. This Audio Agreement contains the entire understanding of the parties hereto relating to the subject matter hereof, and cannot be changed or terminated orally. If any provision of this Audio Agreement is found to be illegal or unenforceable, the Audio Agreement shall be deemed curtailed to the extent necessary to make it legal and enforceable and shall remain, as modified, in full force and effect. This Audio Agreement and all matters or issues collateral thereto shall be governed by the laws of the State of New York applicable to contracts executed and performed entirely therein, and jurisdiction for any action hereunder shall rest exclusively in an appropriate court in the State and County of New York.

6. LICENSOR ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER VMN NOR ANY OF ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, OPERATIONAL SERVICE PROVIDERS, ADVERTISERS, OR SUPPLIERS, SHALL BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH, OR ARISING FROM, THIS AUDIO AGREEMENT, THE USE OF THE MASTER RECORDINGS OR THE RIGHTS GRANTED BY LICENSOR HEREUNDER, INCLUDING, BUT NOT LIMITED TO, OMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES.

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SCHEDULE 2 Reporting, Accounting and Audit Provisions

1. Reporting. (a) Licensor's Proportionate Share of Domestic Gross Ad Revenues and/or Foreign Gross Ad Revenues (if any) shall all be paid to Licensor in U.S. Dollars. Subject to the last sentence of this subparagraph 1(a), VMN will render to Licensor an accounting statement setting forth how Licensor's Proportionate Share was calculated for the semi-annual period concerned, and shall remit the payments (if any) due to Licensor hereunder within ninety (90) days following the expiration of the semi-annual period concerned (i.e., within ninety (90) days following each June 30th and each December 31st). Notwithstanding anything to the contrary contained in this subparagraph 1(a) or elsewhere in the Agreement (including, but not limited to, paragraph 3 thereof): (i) VMN shall not be required to render to Licensor any accounting statements (or to make any payments otherwise due to Licensor hereunder) until the date which is one (1) year following the last day of the beta phase of VMN's Artist Platform, but the first accounting statement rendered to Licensor following the expiration of such one (1) year period shall reflect all Qualifying On-Demand Plays of Licensed Videos that were made during such one (1) year period; and (ii) notwithstanding anything to the contrary contained in section (i) of this subparagraph 1(a),VMN shall not be obligated to pay to Licensor the Proportionate Share of Domestic Ad Revenues and/or Foreign Ad Revenues otherwise due to Licensor, until such time as Licensor's account has accrued a minimum balance of at least One Hundred United States Dollars (US $100.00).

(b) VMN shall compute Licensor's Proportionate Share of Foreign Ad Revenues in the same national currency in which VMN's licensee outside of the United States (each, a "VMN Licensee") pays VMN such revenues, and VMN shall credit those amounts to Licensor's account. If any VMN Licensee deducts any taxes from its payments to VMN, VMN may deduct a proportionate amount of those taxes from Licensor's Proportionate Share of Foreign Ad Revenues. If any law, any government ruling, or any other restriction affects the amount of the payments which a VMN Licensee can remit to VMN, VMN may deduct from Licensor's Proportionate Share of Foreign Ad Revenues an amount proportionate to the reduction in the VMN Licensee's remittances to VMN. If VMN cannot collect payment in the United States in U.S. Dollars, VMN shall not be required to account to Licensor in connection with the Foreign Ad Revenues concerned.

(c) Licensor hereby authorizes and directs VMN to withhold from any monies due to Licensor hereunder any portion thereof required to be withheld by the United States Internal Revenue Service and/or any other governmental authority, and to pay same to the United States Internal Revenue Service and/or such other authority. Notwithstanding anything to the contrary contained in this Agreement, no payments shall be made pursuant to this Agreement until Licensor has accurately completed and submitted to VMN all necessary tax and/or other forms required by VMN from time-to-time.

(d) If VMN makes any overpayment to Licensor, Licensor shall reimburse VMN for that overpayment; VMN may also deduct any overpayment from any monies due or becoming due to Licensor.

2. Audit Rights. During the License Period and for one (1) year thereafter, VMN shall keep such books and records (the "Books & Records") as are necessary to verify the amounts owed to Licensor under this Agreement. Licensor shall be deemed to have consented to all accountings rendered by VMN hereunder, and said accountings shall be binding upon Licensor and shall not be subject to any objection by Licensor for any reason, unless specific objections, in writing, stating the basis thereof, is given to VMN within thirty (30) days after the date the statement concerned is rendered. Not more than once during each calendar year of the License Period and only once during the thirty (30) day period following the date VMN sends to Licensor the

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last accounting statement due to Licensor hereunder, Licensor will have the right, at its sole expense and upon at least ninety (90) days' written notice to VMN in each instance, to engage a certified public accountant to examine VMN's Book & Records in order to verify the amounts owed to Licensor pursuant to this Agreement, but the examination with respect to any particular accounting period may only take place once. Such Books & Records will be made available at the place where such Books & Records are kept in the ordinary course of business. If, as a result of such examination, Licensor determines that VMN misreported any figure or underpaid any amount, Licensor will promptly furnish to VMN a copy of the results of its audit setting forth the discrepancy, and will show, in detail, the bases upon which the same was determined. Licensor shall not have the right to sue VMN in connection with any accounting unless Licensor commences the suit within sixty (60) days after the end of the thirty (30) day period referred to in the second sentence of this paragraph 2. If Licensor commences suit on any controversy or claim concerning accountings rendered to Licensor under this Agreement, any recovery thereon shall be limited to money damages only. Licensor acknowledges that VMN's Books & Records contain confidential trade information and Licensor warrants and represents that neither Licensor nor any certified public accountants engaged by Licensor shall communicate to others or use on behalf of any other person or entity any facts or information obtained as a result of such examination of VMN's Books & Records.