Content Management, Delivery and Insights Addendum

This Content Management, Delivery and Insights Addendum (this “Addendum”) supplements and incorporates by reference SoundStack’s General Terms and Conditions (the “General Terms”).  All provisions of the General Terms apply to this Addendum.  In the event of any conflict between the terms of this Addendum and the General Terms, the terms of this Addendum shall prevail.  This Addendum must be read and interpreted in conjunction with the General Terms to form a complete Agreement.

1.         DEFINITIONS; SECTION REFERENCES.

The definitions for some of the defined terms used in this Addendum are set forth below.  The definitions for other defined terms are set forth elsewhere in this Addendum.  Unless otherwise stated herein, all section references are to sections contained in the body of this Addendum.

1.1          “CDN” means SoundStack’s global content delivery network.

1.2         “ISRC” means International Standard Recording Code, which is a twelve (12)-digit code that uniquely identifies a sound recording or music video and is used to track sales, royalties, and usage of recordings. 

1.3         “Report of Use” means the reports that all statutory licensees are required to submit to digital performance royalty societies or collective rights management organizations such as SoundExchange, Inc. (collectively, “Royalty Societies”) on a regular basis, including detailed information of what Tracks were performed and the audience measurement of those performances (for each Track), identifying the following about the Tracks used under the statutory license: (i) the identification of the service provider using the recording; (ii) the transmission category; (iii) the identification of the recording itself (including the featured artist(s), the title and the ISRC or the album title and marketing label); and (iv) the audience measurement of the recording.

1.4         “SoundStack Engine” or “SoundStack Podcaster” means SoundStack’s proprietary Services that focus on the orchestration, delivery, and distribution of live audio streams and podcast delivery across the CDN.

1.5         “SoundStack Insights” means SoundStack’s proprietary Services that focus on audience measurement and analytics, performance reporting, and metadata conditioning.

1.6         “Track” means a unique sound recording with accompanying metadata, including featured artist, sound recording title, and ISRC (or, if there is no ISRC, the combination of album title and marketing label).

2.         CONTENT DISTRIBUTION VIA SOUNDSTACK ENGINE AND PODCASTER.

2.1         Appointment; Grant of Rights.  To the extent Customer designates Distributed Content on the Platform, Customer hereby: (i) appoints SoundStack as its non-exclusive distributor for such Distributed Content until Customer rescinds said appointment in accordance with the terms of the Agreement; and (ii) grants SoundStack the right and license to reproduce, distribute, publish, publicly perform, and transmit such Distributed Content via the CDN.  SoundStack shall not have the right to cut, edit, dub, alter, or modify the Distributed Content in any way, except as necessary in connection with the insertion of Advertisements in accordance with the Agreement, without the prior, written approval of Customer in each instance.

2.2        Clearances.  Customer shall deliver the Distributed Content to SoundStack fully “cleared.”  Without limitation of the foregoing, Customer shall timely obtain or cause to be obtained, and pay for, any and all releases, licenses, consents, permissions, and rights necessary for SoundStack to have the right to reproduce, market, distribute, publish, publicly perform, and transmit the Distributed Content via the CDN without SoundStack having any obligation to obtain any permission from, or make any payment to, any third party, including, without limitation, any performance rights organizations, unions, guilds, or any person who rendered services in connection with any of the Distributed Content or whose voice, performance, name, likeness, or persona is incorporated in any of the Distributed Content and with respect to all audio content, sound recordings, musical compositions, and other copyrighted material incorporated in any of the Distributed Content.   

3.        REPORTS OF USE VIA SOUNDSTACK INSIGHTS.

3.1         Reports of Use.  SoundStack Insights enables Customer to generate Reports of Use.

3.2        Customer Responsibilities.  With respect to Reports of Use, Customer is solely responsible for: (i) generating and submitting the Reports of Use to the applicable Royalty Societies and promptly paying any royalties due and owing; (ii) any filters Customer creates via SoundStack Insights and the contents, accuracy, completeness, and quality of the Reports of Use; and (iii) providing SoundStack with complete and accurate metadata.  Any errors in reporting due to missing or improper metadata is the sole responsibility of Customer. 

3.3        Royalty Society Audits.  If Customer gets audited by a Royalty Society with respect to Reports of Use generated via SoundStack Insights, upon request, SoundStack shall provide cooperation to Customer in connection with such audit at SoundStack’s then-current audit support hourly rate.