Artist Terms of Agreement
This contract is a license agreement (“Agreement”) between you (“Artist”) and ZimAudio (“ZimAudio”), with reference to the following:

Recitals:
I. Artist has created music which Artist would like to digitally distribute. Artist has the rights to distribute the master sound recordings delivered to ZimAudio. (“Licensed Recordings”)
II. ZimAudio offers for sale sound recordings that may be downloaded by consumers over the Internet (“Music Download Service”). ZimAudio also seeks other avenues for artists selling their music, including mobile phones, film, video, software, electronic games, etc.
III. Artist desires to sell its music through ZimAudio, and ZimAudio desires to include Artist in its catalog of music for sale.

As used in this Agreement, “we”, “us” and “our” means ZimAudio, and “you” means Artist.

1. Grant of License
1.1. Licensed Recordings: You grant us the following non-exclusive, worldwide licenses:
1.1.1. To sell, via downloadable music files, digital reproductions of the Licensed Recordings listed on Submission Form (Attachment A) in any format, including MP3, WMA, Real Audio, AAC, or other digital formats that may be developed whether or not they include digital rights management.
You shall have sole discretion in selecting Licensed Recordings. The Submission Form, as written by you, lists all Licensed Recordings by artist, album and track title.
1.1.2. To use the Licensed Recordings in whole or part in podcasts or other audio/video productions produced by ZimAudio;
1.1.3. To re-distribute the Licensed Recordings so long as You receive the same amount of compensation for music sales as provided in this Agreement;
1.1.4. To sell the Licensed Recordings for mobile platforms, such as for ringtones/ringbacks for mobile phones, or other formats as the technology develops;
1.1.5. To market and license the Licensed Recordings for use in film, video, television, electronic games, or software programs, AND
1.1.6. To enroll the Licensed Recordings in current and future promotions including our monthly downloadable world music compilation.
1.2. Reserved Rights: All rights and licenses not expressly granted to us hereunder are reserved by you. You retain ownership of the copyrights and all other rights in the intellectual property furnished by you for our use hereunder, subject only to the non-exclusive rights granted to us under this Agreement.
1.3. Delivery: You shall deliver to ZimAudio one (1) CD of the master versions of each Licensed Recording.
1.4. Promotion: You further grant to us a non-exclusive, royalty-free license to reproduce as 30-second streaming audio files, to publicly display and distribute reproductions of the Licensed Recording(s), and to use the likeness of any artist whose performance is contained in the Licensed Recording(s), solely in connection with the Licensed Recording(s), for the purpose of advertising, promoting, merchandising and marketing the Licensed Recording(s). Licensed Recording(s) will be listed on ZimAudio Artist Pages and selections may be used with our promotional services such as our FREE Song A Week Promotion. (“Promotional Services”).
1.5. Term of License: The Initial Term of License shall commence upon the date we receive your master recording and shall expire one (1) year from the date of full execution of the Agreement. Thereafter you may terminate your license to us any time with sixty (60) day notice. The exploitation period of each Licensed Recording delivered during the Term of License shall not be less than one (1) year from the date of delivery of the applicable Licensed Recording.
1.6. Territory: The Territory shall be the World.
1.7. Royalties:
1.7.1. ZimAudio will pay you fifty percent (50%) of any and all Net Revenues, from the Music Download Service sale and delivery of downloadable music files embodying the Licensed Recordings.
1.7.2. For the purpose of this Agreement, "Net Revenue" shall mean the gross revenues ZimAudio receives from such sales, less only sales, use, value-added, or similar taxes, and merchant fees. ZimAudio customers pay for downloadable music files by purchasing songs several ways, including one song for $0.99 (USD), 20 songs for $14.99 (USD), and 10 songs for $7.99 (USD). Royalties that ZimAudio will pay to you are calculated as 50% of the Net Revenue derived from the total number of downloads per month attributed to you.
1.7.3. ZimAudio will deduct a one-time set up and listing fee of $30 (USD) from your earnings. Alternatively, you may also pay this money directly to ZimAudio upon signing this Agreement.
1.7.4. ZimAudio will provide quarterly reports for you listing total number of downloads per quarter for each of your licensed recordings.
2. General Terms
2.1. Artist Page: ZimAudio will host Licensed Recordings on the Website as HTML-formatted pages ("Artist Page") featuring such graphics, photographs and other information relating to the Licensed Recording(s).
2.2. Accounting:
2.2.1. Within thirty (30) days of the close of each quarter during which you qualifies to receive payment of any Net Revenues with respect to Music Content sales, ZimAudio will send you a check, payable in U.S. dollars in the appropriate amount except if the amount owed is less than fifty dollars ($50.00), in which case we will hold the money until the total cumulative amount we owe you at the end of any particular quarter is greater than fifty dollars ($50.00).
2.2.2. We may deduct from any amount payable hereunder such portion thereof as may be required to be deducted under any applicable statute, regulation, treaty or other law in connection with taxation or otherwise, and you shall promptly execute and deliver to us such forms or other documents as may be required in connection therewith.
2.2.3. We agree to keep accurate books and records covering all transactions related to this Agreement. During the Term of License and the one-year period following your final receipt of payment, you may, at your expense and upon reasonable notice, inspect our records related to that payment at our offices or at a location specified by us, provided that your inspection must not unreasonably interfere with our business.
2.2.4. You understand that we may include certain advertising on multiple pages and sections of the Website (including Artist Pages, pages used by Members, pages within Secure Accounts); no portion of the sums received by us from the sale of such advertising shall be included in the calculation of any sums payable to you hereunder.
2.3. Representations and Warranties: You hereby represent and warrant to us that:
2.3.1. You have the full right and power to enter into and perform this Agreement, and have secured all third-party consents necessary to enter into this Agreement and to grant all the rights to us that you have granted under this Agreement.
2.3.2. The Licensed Recordings do not and will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights.
2.3.3. You agree to indemnify and hold us and our customers harmless from any and all damages and costs, including reasonable attorney fees, arising out of or pertaining to your breach of the representations and warranties set forth in this Agreement.
2.3.4. In no event will we be liable for any damages in excess of the fees paid by a user/purchaser of content in connection with the content, or for any claim by any other party.
2.4. Disclaimer: We provide our products and services related to this Agreement, including the content and material, on an "As Is" and “As Available” basis without warranty of any kind. We further disclaim any and all warranties regarding the security, reliability, timeliness and performance of the Music Download Service. We make no warranty, express or implied, that the Music Download Service will be uninterrupted, timely or error-free, which disclaimer constitutes a material and essential part of this Agreement.
2.5. Notifications of Infringement: Upon receipt of written notice, we will act expeditiously to remove or disable access to any Licensed Recording(s) claimed to be infringing or claimed to be the subject of infringing activity, and we will act expeditiously to remove or disable access to any reference or link to Material or activity that is claimed to be infringing.
2.6. Miscellaneous: This Agreement sets forth the entire understanding and agreement of the parties. You agree that you and we are independent contractors under this Agreement, and nothing herein shall be construed to create a partnership, joint venture or agency relationship.

I Agree (By completing our submission form and delivering your music to ZimAudio, you are indicating your agreement to the terms outlined in this agreement.)