CASCADE. FM LICENSE AGREEMENT

            This agreement (the “Agreement”) is made and entered into by and between Cascade.FM, Inc.,located at 2903 Ocean Avenue, Brooklyn, NY 11235(“Cascade”) and you, the party signing up for a Cascade.fmArtistaccount (“Artist”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to the following:

1.         Purpose:  Cascade is in the business of providing curated music selections to restaurants, retail locations, and other public spaces (each, a “Location”) and otherwise selling music to customers. Cascade wishes to license from Artist, on a non-exclusive basis, the right to usecertain musical compositions (the “Compositions”) and sound recordings (the “Recordings”) of same which are wholly owned and/or controlled by Artist, (collectively, the “Works”) as listed on Schedule A (which may be updated by the parties from time to time), to provide Location(s)with background music and for purposes of selling the Works via Cascade’s digital sites (“Sites”), presently www.cascade.fm, its sub-domains and social media pages, and associated CASCADE.FM mobile applications, among other similar exploitations (the “Uses”).

2.         Term:   The term of this Agreement (the “Term”) willbe for one (1) year, commencing upon execution of this Agreement, and thereafter shall continue until either party sends written notice to the other party terminating the Term, in which event termination will take effect thirty (30) days from date of receipt of such notice. Notwithstanding the foregoing, Artist acknowledges and agrees that: (a) Cascade may require a commercially reasonable amount of time to remove the Works from circulation at the Location(s) and to cease other uses of the Works after termination of the Term; and (b) the Works may remain available for a period longer than the Term under a pre-existing license or arrangement made with a third party for exploitation of the Works and the termination of the Term is subject to any such pre-existing licenses.

3.         Grant of Rights: 

1. Artistgrants to Cascadethe non-exclusive, non-transferable, non-sublicensable, and royalty free right throughout the universe to distribute, duplicate, perform, publicly perform, license, stream, sub-license, reproduce, and otherwise exploitthe Works, and any other material uploaded to the Sites,through any and all media now known or hereafter devised,in connection with the Uses. Additionally, Cascadewill have the rightto use Artist’s name, image, likeness and biographical materialsin connection with Cascade’s exploitation of the Works hereunder and Cascade’s general good will advertising, including, without limitation, showcasing Artist on Cascade’s websites and social media pages.
2. Cascade’s services are not exclusive to Artist, and Cascade will perform the same or similar services for other artists, entities, or persons during the Term of this Agreement. This Agreement shall not be construed to create a partnership between Artist and Cascade, it being understood that Cascade shall render services hereunder as an independent contractor and may render the same or similar services for others as well as to engage in other business activities and/or ventures.

4.         Website Uploads:

            (a)        Artist agrees that they must upload certain materials, such as the Works and artwork, to the Sites in order for the Works to be accessible via the Sites. Artist agrees to promptly register for an account on the Sites and delivery the Works to Cascade for exploitation.

            (b)        Artist will be permitted to upload five (5) Works to the Sites for streaming into businesses and/or for purchase by users without any payment to Cascade.

            (c)       By upgrading to a Premium Artist Membership, Artist will be allowed to upload up to fifteen (15) original songs to Your account. In addition, You will qualify to be selected by one of our music curators as one of the Artists whose music will be played at the Businesses of CASCADE.FM’s Business Partner’s throughout the United States. In addition, Your Artist page shall display a donation button enabling users to leave a donation and support you as an independent artist.

5.        Royalties: Provided that Artist is not in material breach of this Agreement, Cascadeshall pay Artistan all-in royalty (the “Royalty”) equal toseventy percent (70%) of the Net Profits (as defined below)actuallyreceived by Cascade forCascade’s exploitation of the Workshereunder. As used in this Agreement, the term “Net Profits”means gross receipts received by Cascade with respect to the exploitation of the Works under this Agreement, less all expenses incurredin connection therewith, including, without limitation,Location fees and costs related to the distribution, duplication, reproduction, advertising, shipping, publicity, and advertising, relatedto Cascade’s exploitation of the Works. Artist will receive no further compensation from Cascadein connection with the exploitation of the Worksother than as expressly provided in this Agreement. Notwithstanding the foregoing, Artist will be entitled to collect and retain one hundred percent (100%) of all public performance royalties (if any)derived from the exploitation of the Compositions hereunder, SoundExchange and other neighboring rightsincome (if any) derived from the exploitation the use of the Recordings hereunder.  Artist hereby waives the right to receive any mechanical royalties otherwise payable in respect of the Compositions derived from the sale of the Works hereunder and releases Company from any obligation to pay such mechanical royalties.

5A.      Trial Period:  Artist acknowledges and agrees that Cascade may, in Cascade’s sole discretion, offer Location(s) a “free trial” of Cascade’s musical curation services for a period of time not to exceed thirty (30) days for any Location, and Artist shall not be entitled to a Royalty for such trial period. In the event that Cascade wishes to extend the availability of a free trial, the parties agree to negotiate in good faith the applicability of the Royalty for such period.

6.         Accounting:     Cascade shall account to Artiston a quarterly basis, within forty five (45) days of the last day of March, June, September, and December (each, an “Accounting Period”) and render a statement of accrued royalties to Artist for each Accounting Period where Royalties is due.Cascade shall have no obligation to account to Artistor to make payments to Artistfor Accounting Periods in which the net balance payable to Artist(if any) is less than one hundred dollars ($100.00),and such balances below one hundred dollars ($100.00) will accrue to Artist’saccount. Artist shall have the right no more than once each year (and no more than once per statement and no later than one (1) year following the rendering of such statement), upon reasonable notice to Cascade and during regular business hours of the day, to examine such books and records for the purpose of verifying the accuracy of same.

7.       Warranties, Representations, Indemnification:  Artist warrants and represents that: (a)Artistis under no disability which would prevent entrance into or performance of this Agreement, has the full right to enter into and perform this Agreement, and to grant to Cascadeall of the rights and licenses herein granted; (b) Artist shall deliver to Cascade the Works promptly upon the execution of this Agreement in a form suitable for reproduction and distribution, together with all consents, licenses, approvals, and permissions, if any, necessary for Cascade to exercise the rights granted herein; (c) Artist’s contributions to the Works are wholly original (or within the public domain), and do not infringe upon the rights of any third party, including, without limitation, copyright, trademark, publicity, or privacy rights and if Artist’s contributions are not wholly original, one hundred percent (100%) of all consents and permissions, including, without limitation, with any third party copyright holders or the Works (i.e., samples), have been or will be obtained by Artist; (d) Artist shall be solely responsible and liable for any payments or royalties payable or becoming payable to third parties, including, without limitation, to third party writers, producers, engineers or session musicians used in connection with Works; (e) the Worksdo not contain any material which is obscene, libelous or defamatory; (f) Artist shall notify Cascade promptly upon the engagement by Artist of a personal manager and shall provide in such written notice the full name, address and phone number of such manager; (g) Artist will abide by all terms and conditions of Cascade’s terms of service (“Terms”), presently available at www.cascade.fm, and any future revisions thereto pursuant to the terms and conditions contained on the Terms; and (h) the exercise of the rights granted to Cascadehereunder do not any way violate any applicable statute, law, order, rule or regulation.Artist hereby agrees to indemnify and hold Cascade and its affiliates and licensees, harmless from any and all liabilities, claims, demands, losses, expenses, and damages (including reasonable attorneys’ fees) in connection with any breach or alleged breach of this Agreement, including, without limitation, all claims by third parties which are inconsistent with any of the warranties, representations, covenants, or agreements made in this Agreement.  Artist agrees to reimburse Cascade on demand for any payment made with respect to any liability or claim to which the foregoing indemnity applies.

8.         Miscellaneous: This Agreement represents the entire understanding between the parties, and shall supersede any prior agreement between the parties with respect to the subject matter contained herein.  This Agreement cannot be modified or amended, except by an instrument in writing signed by both parties hereto.  If any part of this Agreement is deemed by a court of law to be void, voidable, illegal, or unenforceable, the remainder of the Agreement will remain in full effect as if such void, voidable, illegal, or unenforceable part had not existed.Artist may not assign this Agreement or any rights or obligations under this Agreement, by operation of law or otherwise. Cascade may freely assign this Agreement to any third party. The waiver by either party of a breach of any of the provisions of the Agreement by the other party shall not be construed as a waiver by the non-breaching party of any subsequent breach. Nothing in this Agreement shall be construed as creating an employer-employee relationship, partnership, joint venture, or agency relationship between the parties. Paragraph headings are inserted only for the purpose of convenient reference and shall not be deemed to govern, limit, modify or in any other manner affect the scope, meaning or intent of the provisions of this Agreement. Neither party shall be deemed to be in breach of any of its respective obligations hereunder unless and until the party claiming a breach shall have given the other party specific written notice of the nature of the breach, and the party receiving such notice shall have failed to cure such breach within thirty (30) days after receipt of such written notice. This Agreement may be executed in counterparts, each of which when so executed shall be an original and all of which shall constitute one and the same agreement.  Fax and PDF copies of this Agreement shall have the same force and effect as an original.All terms and conditions of the Agreement, which should by their nature survive the expiration or termination of this Agreement, shall so survive.

9.         Notices:  All notices pursuant to this Agreement shall be in writing and shall be given by registered or certified mail, return receipt requested, at the addresses set forth herein or addresses as may be designated by either party by written notice to the other party.  Such notices shall be deemed given when mailed, except that notices of change of address shall be effective only upon receipt. A copy of all notices to Cascadeshall be simultaneously sent to SavurThreadgold LLP, 40 Exchange Place, #1900, New York, NY 10005, attn:Daniel Novick, Esq. and by email to dn@savurlaw.com.

10.       Choice of Law:  This Agreement shall be exclusively governed by the laws of the State of New York applicable to contracts entered into and performed within the State of New York and notwithstanding any conflict of law principles. Any dispute related to the Agreement shall be exclusively resolved in the state and federal courts located in New York County, New York. The prevailing party in any dispute shall be awarded their reasonable attorney’s fees and costs at all levels.

11.      Independent Counsel:  ARTIST ACKNOWLEDGES THAT ARTIST HAS BEEN ADVISED TO SEEK INDEPENDENT COUNSEL IN CONNECTION WITH THIS AGREEMENT AND THAT ARTIST HAS EITHER DONE SO OR KNOWINGLY AND WILLINGLY REFRAINED FROM DOING SO.

Creation of your account following these terms being made available to you shall constitute your acceptance thereof.