ZWWLLC Digital Distribution Terms Of Service
This Terms of Service Agreement (hereinafter the "Agreement") is made between you, acting on your own behalf or as the legal representative for a band, group, company, corporation or label (hereinafter referred to as the "Company") and Zojak World Wide, LLC (hereinafter referred to as "ZWWLLC"). ZWWLLC is a digital music distribution company that facilitates the offering of sound recordings to other third party distributors and digital music retailers (collectively, the "Resellers") for the purpose of selling music downloads to consumers over the Internet. The Company hereby certifies that it owns or has the right to distribute, publish, sell, copy, transfer, convert, encode, integrate, digitally modify and deliver over the Internet all recordings provided to ZWWLLC in connection with ZWWLLC's services (collectively, the "Content").

1. TERMS OF SERVICE AGREEMENT. Company hereby grants ZWWLLC the exclusive right worldwide, during the Term, to: 1.1.1. act as the licensor and digital distributor of Company's Content to Resellers worldwide, and authorize such Resellers to promote, sell, distribute and deliver encoded versions of the Content to individual consumers (collectively, the "Service Users") in digital form.
1.1.2. Act as the digital asset manager of Company's Content to YouTube worldwide, fingerprint, and monetize digital assets.
1.1.3. reproduce and convert Company's Content into digitally encoded files in any format now known or hereafter devised, including the assignment and insertion of ISRC codes; and collect, administer and distribute proceeds from Resellers' use of Company's Content, in accordance with this Agreement.
Associated Rights. Company hereby grants ZWWLLC the right during the Term, to authorize Resellers to perform preview clips of the Content and to use the artwork, track and/or album names associated with the Masters.
Promotional Rights. Subject to Company's consent, ZWWLLC shall have the right to repackage Company's Content with other digital media content in the form of branded or co-branded compilations and other such forms.

2. COMPANY'S OBLIGATIONS
2.1.1. Company shall clear all rights to the Content necessary for ZWWLLC to reproduce works of the Content. Company shall notify ZWWLLC in writing of any restrictions that may apply to the sales of Company's Content, including any territorial resale restrictions.
2.1.2. Company shall be responsible for all royalties payable to publishers of compositions and any other royalties payable with respect to the Content. Company shall hold ZWWLLC harmless from any and all claims, including reasonable attorney's fees arising from Company's breach of this Section.
2.1.3. Company shall deliver the Content to ZWWLLC with all information to identify compositions, album titles, album artist(s), catalog numbers, track numbers, and whether Masters contain explicit lyrics. ZWWLLC shall have no obligation to verify such information.
2.4 Right To Shop Sync Licenses. Company shall at all times have the final decision as to whether to enter into any particular sync license and the Terms of any such license. Company herby grants ZWWLLC the non-exclusive right during the term, to represent the Company in discussions and negotiations with interested music supervisors and other third parties regarding sync licenses whereby such third parties may make synchronized uses of Company's Content in conjunction with motion pictures, advertisements, videos, and other such uses. ZWWLLC shall pay eighty five percent (85%) of the gross compensation to Company ("Master Proceeds") and shall retain fifteen percent (15%) of the gross compensation in consideration for ZWWLLC's services on all synchronized licenses of Content only.

3. ZWWLLC'S OBLIGATIONS
3.1. ZWWLLC shall use reasonable efforts to promote and market Company's Content.
3.2. Upon termination of this Agreement, ZWWLLC shall, upon termination or receipt of written notice from Company, remove Company's Content from its Digital Music Service.

4. OWNERSHIP
4.1. All rights in and to the Content and any other materials provided by Company to ZWWLLC shall at all times be owned exclusively by Company.

5. COMPENSATION
5.1. ZWWLLC shall collect from Resellers all sums due arising from sales of Company's Content to Service Users. ZWWLLC shall pay eighty five percent (85%) of the sales to Company and shall retain fifteen percent (15%) of the sales as its distribution fee.
5.2. Promptly following the end of each calendar month ZWWLLC shall compute the amount due and shall, within forty five (45) days, send a detailed statement to Company. ZWWLLC shall send payment to Company provided that the total sales payable to Company for such month total at least $200.00. Notwithstanding, ZWWLLC shall make payments to Company no less frequently than every six months, regardless of the amount of sales due.
5.3. Books and Records. ZWWLLC agrees to maintain accurate books and records of all transactions concerning Company pursuant to this Agreement. If at any time Company requests monthly reporting statements, ZWWLLC agrees to provide such statements for up to six (6) months prior to the request date. ZWWLLC cannot and will not store monthly reports beyond six (6) months. It is the Company's responsibility to download and save the reports on a monthly basis. If the Company does not receive a monthly royalty statement for any given month, the Company must notify ZWWLLC.

6. TERM AND TERMINATION
6.1. This Agreement shall commence on the Effective Date and shall continue until terminated by the Company or ZWWLLC pursuant to the terms in this section 6 (the "Term").
6.2. Upon termination of this Agreement, ZWWLLC shall cause Resellers to promptly remove and withdraw Company's Content from its Digital Music Service.
6.3. The Company may terminate this Agreement at any time by providing written notice to ZWWLLC. Following such notice, ZWWLLC shall have sixty (60) days to remove all of the Company's Content from the websites of ZWWLLC and its third party assignees. ZWWLLC may terminate the Agreement and distribution of Company's Content for any reason, including but not limited to if ZWWLLC reasonably believes that Company or any of its Content has violated this Agreement or the terms and conditions of any digital store, that Company or its Content infringe the intellectual property or other rights of any person or entity, if ZWWLLC is informed by any digital store or reasonably believes that digital stores will not accept your Recordings or other content specifically or categorically, or that Company is otherwise abusing ZWWLLC's service or any digital store or engaging in fraudulent or illegal activity. ZWWLLC may also terminate Company's account at any point if ZWWLLC's service is used/abused for copyright infringement whether intentional or not and/or for uploading content that Company does not own the proper rights to distribute.

7. COMPANY'S REPRESENTATIONS AND WARRANTIES
7.1. Company represents and warrants to ZWWLLC that it has full authority to enter into this Agreement and warrants that it shall fully comply with all obligations.
7.2. Company represents and warrants that it owns or controls the necessary rights for the Content provided to ZWWLLC. ZWWLLC shall not violate the copyright or intellectual property right of any third party.
7.3. ZWWLLC may authorize Resellers to make previews available for promotional or marketing purposes, free from royalties for any publishing or public performance licenses.

8. INDEMNIFICATION AND LIMITATION OF LIABILITY
8.1. The Company will indemnify and hold harmless ZWWLLC and ZWWLLC's third party assignees from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorney's fees and costs) arising out of a claim by a third party by reason of a breach of any warranty, representation, covenant or obligation of the Company under this Agreement, or any claim that any Content, sound recording, printed material, or artwork provided to ZWWLLC and/or ZWWLLC's third party assignees by the Company use thereof violates or infringes the rights of another party. The Company will reimburse ZWWLLC and/or ZWWLLC's third party assignees for any actual payments made in resolution of any liability or claim that is subject to indemnification under this section, including reasonable attorneys' fees and litigation expenses. ZWWLLC shall give the Company prompt notice of any claim and, if ZWWLLC so requests, the Company shall defend ZWWLLC at the Company's expense with counsel approved by ZWWLLC (which approval shall not be unreasonably withheld or delayed). Any settlement shall be subject to ZWWLLC's prior written approval.
8.2. If any claim should be lodged with ZWWLLC or any action commenced having as its basis a claim which, if proved, would constitute a breach by Company of any Company's representations, warranties, or agreements contained herein, ZWWLLC, in addition to any other right or remedy, shall have the right to withhold from any payments otherwise due to Company an amount equivalent to that claimed or sued for plus reasonably anticipated attorney's fees and costs relating thereto. Any amount so withheld shall be credited to Company account (after deduction of any amounts ZWWLLC may retain under this Section 8) when ZWWLLC shall have received reasonable assurances that the claim or action has been finally settled or fully adjudicated and the judgment satisfied, or that the statute of limitations on such claim has run, or when reasonable and adequate security for the claim has been provided by Company to ZWWLLC.
8.3. ZWWLLC reserves an unabridged right to refuse to distribute any and all of Company's Content for good reason, bad reason or no reason.

9. CONFIDENTIALITY
9.1. Except as required by law, each party will maintain in strict confidence all information provided to the other party hereto in connection with this Agreement and the services provided by ZWWLLC and will not reveal to any third party the terms and conditions of this Agreement.

10. GENERAL
10.1. All notices required hereunder shall be in writing. Company's notices shall be delivered to:
_____________________________
_____________________________
_____________________________

ZWWLLC's notices shall be delivered to:
Zojak World Wide, LLC
1722 Sheridan ST, Suite 185
Hollywood, FL 33020


10.2. All disputes arising from this Agreement shall be governed by the laws of the State of Florida. In the event of any dispute arising under this Agreement, the Company and ZWWLLC agree that such dispute shall exclusively be heard in the federal or state courts located in Miami-Dade County, Florida.
10.3. In the event that any action in connection with this Agreement is instituted by one party against another party, the prevailing party shall be entitled to recover its reasonable attorneys' fees and court costs incurred in any such action.
10.4. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.
10.5. Company hereby grants Zojak World Wide the non-exclusive right to manage all rights stated in the digital copyright act including piracy issues, copyright infringement and electronic take down notices sent to Digital Service Provider for Content provided to Zojak World Wide.