Whereas,

Party A is a legal entity (including natural person, legal person or other organization) with full capacity for civil conduct, and it intends to acquire the authorized license for the copyright for related audio works used for legitimate purposes.

Party B is a music composer with strong creativity (including natural person, legal person or other organization), and it owns complete copyright for its original audio works.

Party C is a corporate legal person dedicated to the development and transmission of original digital music, https://100audio.com, a website it owns (hereinafter referred to as “Party C’s website”) is a globally leading music e-merchant able to provide a fair, just and transparent transaction platform for original digital music and meet needs of global clients for music of advertisements, films, games, videos and TV programs.

Party B hopes to achieve sales of its audio works with aid of Party C’s advantage in original music transmission field, and intends to authorize its audio works for which it enjoys copyright to Party C for sales, and Party C also agrees on Party B’s authorization, and it will assist Party B completing promoting its audio works with its operations on a professional platform and achieving value of its original music. All the parties understand that an agency relationship exists between Party C and Party B.

Party A, Party B and Party C, based on the principle of integrity, equality, freedom, mutual benefits and fairness, through friendly consultation, reach consensus regarding Party B’s providing copyright authorization for audio works for Party A and enter into this Contract. The specific contents are as follows:

Article 1 Authorization Contents and Way of Authorization

1.1 Party B authorizes Party A to use the audio works (hereinafter referred to as “Audio works”) in its projects (hereinafter referred to as the “Projects”)that Party B uploads to Party C’s website platform pursuant to this Contract and for which Party B enjoys complete copyright.

1.2 Party A will acquire music authorization for the audio works after it pays authorization charges for the audio works of Party B through Party C’s platform (which is the agent of Party B), refer to Appendix 1 of this Contract for the specific authorization power for details (re-sales right not included). But the copyright for the audio works still belongs to Party B, and Party B can continue providing authorization for such audio works to other third parties only through Party C.

1.3 Way of authorization for the audio works is subject to the order submitted by Party A when it purchases them on Party C’s platform.

Article 2 Authorization Scope and Term

2.1 After this Contract comes into effect, with the authorization of Party B, within the term of authorization specified in this Contract, Party A enjoys the right to use the audio works under this Contract lawfully pursuant to Appendix 1 of this Contract, which include specifically the following:

2.1.1 Right for mechanical reproduction: The right to reproduce one or two copies of the audio works by means of printing, recording and ripping.

2.1.2 Right for video and audio synchronization: The right to combine the musical works and other voices or pictures and make them into uniform video and audio works.

2.1.3 Right for open broadcasting: The right to broadcast and transmit the video and audio works containing the music in public places, which include but is not limited to all kinds of rights specified in the current copyright laws (including right for reproduction, leasing, exhibition, performance, projection, broadcasting and transmission on information network, etc).

2.2 The term of authorization that Party A uses the audio works pursuant to this Contract is: The duration from the time that Party A finishes paying the authorization charge for the audio works under this Contract on Party C’s platform to the time that Party A’s use of the audio works reaches the scope specified in the way of authorization for the audio works specified in this Contract (see Appendix 1).

Article 3 Method of Payment

Party A shall submit its order on Party C’s platform, and finish paying the authorization charge pursuant to the authorization price and method and term of payment for the audio works shown on Party C’s platform in time and in full amount.

Article 4 Party B’s Commitment and Guarantee

4.1 Party B is a natural person, legal person or other organization with full capacity for civil liability and civil conduct, it has the right to sign and perform this Contract, and it has no legal barrier to perform this Contract. If Party B is not a natural person with full capacity for civil liability and civil conduct, then the legitimate guardian of Party B will sign this Contract as its agent.

4.2 Party B is a legitimate copyright owner of the works, and it is entitled to the complete copyright for the works under this Contract upon signing it, including but not limited to all kinds of rights specified in the current copyright law such as right for mechanical reproduction, right for video and audio synchronization, right for open broadcasting and right for transmission on information network, and commits and guarantees that it owns the right to authorize Party C to sell the works by the way publicized on Party C’s website platform, and Party C does not need to obtain the consent of any third person when it sells the works by the way publicized on its own website platform.

4.3 Within the term of authorization of this Contract, Party B commits and guarantees that it will keep the complete copyright for the works all the time, and it will not transfer the copyright to any other party wholly or partially by means of licensing, granting or assignment without the consent of Party C.

4.4 Party B commits and guarantees that its works will not violate any law, regulation, rule or any other mandatory regulation, it will not infringe on legitimate rights and interests for the copyright of any natural person, legal person or any other organization, and there exist no dispute for the right. In case the works violate any mandatory regulation, infringe on any legitimate right or interest of any others or bring about any dispute, Party B will assume the legal liability independently and will assume the liability for breach of this Contract on a voluntary basis.

Article 5 Rights and Obligations of Party A

5.1 Party A enjoys legitimate right for using the audio works under this Contract within the authorization scope and term of authorization specified in this Contract.

5.2 Party A shall pay the authorization charge for the audio works under this Contract in time and in full amount pursuant to this Contract.

5.3 Party A’s use of the audio works under this Contract shall not exceed the scope of the projects specified in Article 1.1 of this Contract or exceed the authorization scope specified in Article 2.1 of this Contract, or exceed the term of authorization specified in Article 2.2 of this Contract. If Party A needs to use the audio works under this Contract exceeding the scope specified in Article 2.1 of this Contract, or it needs to continue using the audio works under this Contract after the term of authorization specified in Article 2.2 of this Contract expires, it shall submit the order for upgrading the authorization on Party C’s website and pay the charges in time so as to obtain higher authorization.

5.4 After Party A signs the authorization contract and pay the authorization charge, it is entitled to release its works created with the audio works authorized by Party B as material onto the internet, but it shall not release its audio works under this Contract to the internet separately before consulting with Party B and Party C, signing a written contract and paying the authorization charge.

5.5 Within five (5) working days after it receives the written notice of Party C, Party A shall inform Party C of launch of its projects using the audio works under this Contract (including but not limited to place of launch, website and broadcasting platform for the advertisement video) in writing, and provide the information for the above projects for Party C so that Party C can monitor performance of clauses of the contract.

5.6 Party A shall follow the rules, regulations and service clauses publicized on the website of Party C, it shall visit Party B’s website and check the latest rules, regulations and service clauses from time to time and follow them accordingly. The aforesaid all rules, regulations and service clauses constitute one part of this Contract.

5.7 Party A can exercise the right of authorization for the audio works under this Contract, but it has no right to assign the authorization it obtains to any third party partially or wholly.

Article 6 Rights and Obligations of Party B

6.1 Party B has the right to require Party A to use the authorized works within the authorization scope, and it has the right to claim to any organization or individual for the lawful copyright it enjoys and it shall prevent the act of any organization or individual infringing on its copyright actively. If the copyright for the authorized works is infringed by any other organization or individual, Party B has the obligation to investigate into the liability of such organization or individual for their infringement on the copyright for the authorized works separately or coordinating with Party C.

6.2 Party B shall adhere to all its commitments and guarantees it makes in this Contract.

6.3 Party B shall follow the rules, regulations and service clauses publicized by Party C on its website, which include but are not limited to the Regulation on Uploading of Music Composers. And it shall visit the website of Party B and check the latest rules, regulations and service clauses from time to time, and follow the latest rules, regulations and service clauses accordingly. The aforesaid all rules, regulations and service clauses constitute one part of this Contract.

6.4 Party B shall follow Party C’s requirement and provide its qualification and the information for review of the ownership of the authorized works and provide the transaction documents for the authorized works (including but not limited to the audio track screenshot for audio recording project, MIDI files, music, music score, name, instruction for music creation and introduction to author, etc), and ensure that the information it provides is true and complete.

Article 7 Rights and Obligations of Party C

7.1 Party C shall endeavor to improve the management regulation for its website platform, and it has the right to conduct real name authentication of Party A and Party B.

7.2 Party C shall endeavor to optimize its technical support for the website platform, ensure to provide a safe and stable transaction environment for authorization for music works of Party B within and beyond normal maintenance duration.

7.3 Party C can exercise its rights for network transmission, exhibition, reproduction and adaptation or the authorized works under this Contract for sales purpose within the term of authorization specified in this Contract, it has the right to cut, adapt, define or introduce the authorized works according to its sales needs,  has the right to play and present the authorized works on the website platform of Party C, and it has the right to allow any third party to download from and listen to the authorized works for trial on Party B’s website platform. Except for the above rights, without the permission or authorization of Party B, Party C shall not use any other copyright for the authorized works under this Contract.

7.4 Party C has the right to add, modify or amend the rules, regulations and service clauses publicized on the website platform from time to time, and announce the change by means of publicity on Party C’s website platform without needing to notify Party A and Party B separately. After the changed rules, regulations and service clauses are announced, they shall come into effect immediately or within the time specified in the announcement, and they shall be deemed as one part of this Contract.

7.5 To safeguard legitimate rights and interests of Party A and Party C, Party C has the right to require Party B to provide its qualification and the information for review of the ownership for the authorized works and provide the transaction documents for the authorized works (including but not limited to the audio track screenshot for audio recording project, MIDI files, music, music score, name, instruction for music creation and introduction to author, etc).

7.6 To safeguard legitimate rights and interests of Party A and Party C, according to transaction requirement and transaction situation of the authorized works, Party C has the right to require Party B to sign authorization documents with related parties as to authorization matters for the audio works.

Article 8 Changes of the Contract

8.1 During the performance period of this Contract, when any special situation occurs, if any of the three parties under this Contract needs to change this Contract, the party requiring the change shall notify the other two parties in writing in time, and the three parties shall sign a written contract for the change or a supplementary contract within the specified period of time (within five (5) days after the written notice is sent), such contract for the change or supplementary contract shall become an integral part of this Contract.

Article 9 Dissolution of the Contract

9.1 In case of one of the following circumstances in execution of this Contract, Party C can dissolve this Contract after it notifies Party A and Party B in writing:

9.1.2 Party B has no the qualification to sign this Contract or it has lost its ability to continue performing this Contract;

9.1.3 The commitments and guarantees made by Party B in Article 5 of this Contract are not true;

9.1.4 Party B is in serious breach of this Contract, which brings serious damages to the other parties.

9.2 Except for the circumstances specified in this Contract, none of the parties shall dissolve this Contract without obtaining the consent of the other parties.

9.3 Due to whatever reason this Contract is dissolved, the obligations of any party that have existed or shall be assumed by it before this Contract is dissolved shall not be exempted, nor shall the right of any party to continue exercising its rights and claim to the defaulting party for compensation pursuant to this Contract or the laws or regulations be eliminated.

Article 10 Termination of the Contract

10.1 In case of one of the following circumstances, this Contract shall be terminated automatically:

10.1.1 The term of authorization specified in this Contract expires, and the three parties will not renew the term.

10.1.2 In case any force majeure event occurs, and the force majeure and its impact cannot be terminated or eliminated which causes any party under this Contract to lose its ability to continue performing this Contract, or the breach of this Contract, delay in performing it or inability to perform it due to the force majeure exceeds ninety (90) days as of the date of first occurrence of the event, provided that the party affected by the event shall notify the party that suffers from any damages before terminating this Contract.

10.2 Due to whatever reason this Contract is dissolved, the obligations of any party that have existed or shall be assumed by it before this Contract is dissolved shall not be exempted, nor shall the right of any party to continue exercising its rights and claim to the defaulting party for compensation pursuant to this Contract or the laws or regulations be eliminated.

Article 11 Notification and Servicing

11.1 All the notices, documents and information sent or provided among the three parties for performing this Contract shall be serviced according to the correspondence addresses, facsimiles or emails listed at the head of this Contract by means of posting or facsimile or email. If one party changes its address or its telephone number or email, it shall notify the other parties in writing, or all the notices, documents and information sent to the correspondence addresses or facsimiles or email systems listed at the head of this Contract shall be seemed as having been serviced effectively.

11.2 In case one party sends it by posting, the mail shall be deemed as having been serviced on the date that it is signed and received by the other party. If the date of signing and receiving is not definite, the third day after the mail is sent or posted shall be deemed as the date of servicing. In case of sending via facsimile or email, the time that telegraphic message of the notice, document or information enters into the system of the other party shall be deemed as date of servicing. In case that the time that telegraphic message of the notice, documents and data enters into the system of the other party is not definite, the second day after it is sent by facsimile or email shall be deemed the date of servicing.

Article 12 Confidentiality Provision

12.1 Without the written consent of the other parties, any party shall not disclose this Contract and any information related to this Contract to any third party. If this Contract does not come into effect, any party shall not disclose the documents and information of the other party it learns or acquire in the contract signing processes and that cannot be obtained from any open channel (including commercial secret, company’s plan, operating activity, financial information, operating information and other commercial secrets) to any third party.

12.2 The three parties guarantee that they will keep the documents and information of the other parties it learns or acquire in the contract discussion, signing and execution processes and that cannot be obtained from any open channel (including commercial secret, company’s plan, operating activity, financial information, operating information and other commercial secrets) in strict confidence, except for what is specified by the laws and regulations or stipulated by the parties.

12.3 After this Contract is terminated, the obligations of the three parties under this article will not be terminated, and they shall follow the confidentiality provision of this Contract, perform the confidentiality obligation that they commit, till all the other parties agree to dissolve this obligation, or they will not bring about any damage of any form for the other parties due to their actual violating the confidentiality provision of this Contract.

Article 13 Legal Liability

13.1 During the performance period of this Contract, if Party A is in breach of its obligations specified in Article 5, it shall assume the liability for its breach, which include but is not limited to:

13.1.1 If Party A is in breach of Article 5.2 of this Contract, Party B or Party C shall have the right to dissolve this Contract unilaterally without assuming any liability, and Party A shall have no right to use the audio works under this Contract as of the date of dissolution of this Contract;

13.1.2 If Party A is in breach of Article 5.3 of this Contract, and it fails to submit its order for the way of upgrading the authorization on the website of Party C and pay the charges pursuant to Article 5.4 of this Contract, Party A shall pay the authorization charges to Party C in a lump sum within five (5) days after it receives the notice of Party C. If Party A fails to do so as required, Party B or Party C shall have the right to dissolve this Contract unilaterally without assuming any liability, and Party A shall have no right to use the audio works under this Contract as of the date of dissolution of this Contract, and Party A shall pay Party B and Party C RMB100, 000 respectively as liquidated damages as well;

13.1.3 If Party A is in breach of Article 5.5 of this Contract, it shall delete the audio works under this Contract it releases on the internet within five (5) days after it receives the notice of Party C, and it shall pay Party B and Party C RMB100,000 respectively as liquidated damages;

13.1.4 If Party A is in breach of Article 5.6 of this Contract, Party C shall have the right to issue a written exigent notice to Party A, and if Party A fails to inform Party C of the release of its projects using the audio works under this Contract in writing within five (5) days after it receives the notice (including but not limited to place for release of advertisement video, website and broadcasting platform), and provide the information for the above projects for Party C, Party B or Party C shall have the right to dissolve this Contract unilaterally without assuming any liability, and Party A shall have no right to use the audio works under this Contract as of the date of dissolution of this Contract.

13.1.5 If the above liquidated damages is not enough to make up for the loss suffered by Party B and Party C (including their direct and indirect losses), Party A shall compensate for the losses of Party B and Party C, including but not limited to investigation fee, notarization fee, authentication fee, archives consulting fee, copying and printing fee, litigation fee, arbitration fee, litigation preservation fee, preservation and guarantee fee, enforcement application fee, lawyer fee, traffic fee, accommodation fee and meal fee and so on of Party B and Party C. If the losses of Party B and Party C are hard to be calculated, their losses shall be set as RMB100, 000 respectively.

13.2 During the performance period of this Contract, if Party B is in breach of its obligations in Article 4 and Article 6 of this Contract, Party B shall assume the liability, including but not limited to:

13.2.1 Party A or Party C shall have the right to dissolve this Contract unilaterally without assuming any liability.

13.2.2 Party B shall pay Party A and Party C RMB100, 000 respectively as liquidated damages for each act of default;

13.2.3 If the above liquidated damages is not enough to make up for the loss suffered by Party A and Party C (including their direct and indirect losses), Party B shall compensate for the losses of Party A and Party C, including but not limited to investigation fee, notarization fee, authentication fee, archives consulting fee, copying and printing fee, litigation fee, arbitration fee, litigation preservation fee, preservation and guarantee fee, enforcement application fee, lawyer fee, traffic fee, accommodation fee and meal fee and so on of Party A and Party C. If the losses of Party A and Party C are hard to be calculated, their losses shall be set as RMB100, 000 respectively.

13.3 If Party B’s works are suspected of right infringement, or Party B has other acts of breach of this Contract which result in loss of the parties concerned, and the parties concerned claim for compensation or put forth other legal opinions, Party B shall assume all the liabilities. If Party A and Party C are involved in the case and suffer from any direct or indirect loss, Party A and Party C shall have the right to claim it from Party C.

13.4 Though Party C has set a reasonable review procedure for the works and try its best to conduct the review work as prudently as possible, it has no way to eliminate the possibility of right infringement on the audio works that Party B unloads to the website of Party C, where the audio works uploaded by Party B are suspected as of right infringement, Party C shall be exempted from assuming the legal liability for right infringement of the works.

Article 14 Settlement of Disputes

Any dispute arising from execution of this Contract shall be settled by the parties concerned through friendly consultation. Should the consultation fail, any party shall file a lawsuit to the court in the place where Party C is for settlement.

Article 15 Force Majeure

15.1 In the event that the three parties cannot perform this Contract due to any force majeure event including but not limited to earthquake, typhoon, fire, flood, war, strike, riot, hacker’s attack, technical control of telecommunication authority, platform fault of mobile operator, change of operating strategy of mobile operator and administrative control of government authorities, or any other natural or artificial disaster, none of the three parties need to assume the liability for breach of this Contract. However, the party encountered with the force majeure event shall notify the other parties of the event by means of facsimile, telegraph or email within ten (10) working days. If the event lasts for over fifteen (15) days, the three parties shall solve subsequent problems out of the contract through friendly consultation.

15.2 In the event that the time from the default, delay in perform or failure of performance of this Contract as a result of the force majeure event exceeds ninety (90) days as of the date of first occurrence of the event, the party not affected by the event shall have the right to notify the affected parties to terminate this Contract unilaterally.

Article 16 Definitions

The terms in the text and appendix of this Contract are defined as follows:

16.1 Downloads, which means times that Party A downloads works of Party B, and the times that Party A’s works using the works authorized by Party B copied from the internet and transmitted to various computer terminal equipment directly or indirectly (including but not limited to server, desktop computer, notebook computer, mobile phone, tablet, mobile hard disk, flash disk and other storage devices and cloud storage).

16.2 Size of audience, which refers to the total amount of audience of Party B’s works downloaded by Party A and that of audience of Party A’s works using the works authorized by Party B after they get on line or TV media for transmission, including but not limited to audience of broadcasting, audio and podcast, spectators of films, TV and videos, as well as netizens for playing them through browser or client-end software of player.

Article 17 Miscellaneous

17.1 In case there are several versions of this Contract in different languages and there’s any inconsistency among them in terms of meaning, concept, definition and understanding, Chinese version shall prevail.

Appendix 1: Way of Authorization