Radio Station Agreement

1. General provisions

1.1. Top Hit Corporation, a company located at 160 Greentree Drive, Suite 101, Dover, Kent County, 19904 ("TopHit," "We," "Us"), offers a legally binding agreement to individuals and legal entities who engage in lawful broadcast of Music Works and Records on radio or television for public information purposes, as well as dissemination of Works and Records through the Internet (hereinafter referred to as "Broadcasters") to use the website TopHit.com (hereinafter referred to as the "Site") under the conditions outlined below.

1.2. Through the Site, TopHit provides various features and services, including access for Broadcasters to musical works and records, TopHit charts, song demos for listening and testing, radio airplay tracking, and other services ("Services").

1.3. This Agreement ("Agreement") governs use of the Site and Services by Broadcaster.

1.4. The Site contains Content protected by intellectual property rights owned by TopHit or its partners.

1.5. Broadcasters must comply with all applicable laws and restrictions when using such Content.

1.6. In case of Broadcaster's acceptance of all these Terms, TopHit grants to an authorized Broadcaster's agent a limited, non-exclusive, non-sublicensable and non-transferable license to access and use the Site and Services, which may be revoked at TopHit's sole discretion.

1.7. Broadcaster's authorized agent remains personally responsible for use of the Site and Services.

2. Terms and Definitions

2.1. Broadcasting: The transmission of Radio Programs by Broadcasters through the air or cable within the signal reception area on the Territory, including the use of regional radio stations within the Broadcasters' network on the Territory and/or any other broadcasting organization on the Territory, holding a license/permission for broadcasting (if applicable) and having a corresponding agreement with the Broadcaster.

2.2. Registration: The voluntary submission of information by the Broadcaster to TopHit through the completion of the registration form on the Site with the purpose of receiving TopHit Services.

2.3. Broadcaster Account: The collection of pages on the Site containing personal information, administrative files, menus, and tools for the Broadcaster to perform technical operations and access TopHit Services.

2.4. Performer: A singer, musician, or group of singers/musicians who perform a musical work live or through technical means.

2.5. CMO: collective rights management organization.

2.6. TopHit Objects: Intellectual property objects, rights to use which in accordance with this Agreement, the Broadcaster receives upon completion of the registration process on the Site and acceptance of the terms of this Agreement with TopHit. The Objects include:

• 2.6.1. Work (Composition): A musical work with or without lyrics.
• 2.6.2. Record: Exclusively, a sound recording of the Performance of the Work by the Performer, existing in the form of a digital file.
• 2.6.3. Radio Single: A version of the Record adapted in accordance with broadcasting standards.
• 2.6.4. Demo Record (Demo): A short (typically up to 120 seconds) record created for the purpose of acquainting users of the Site with the Work and Record.
• 2.6.5. Information Materials: Information about the title of the Work/Record, names (aliases) of performers and songwriters of the Record/Work, name or title of exclusive copyright holders of the works and music videos, holders of neighboring rights to the Record and Performance, as well as Artwork (cover image).
• 2.6.6. Performer ID: A short (typically up to 15 seconds) voice or vocal record made by the Performer for broadcasting with informational and/or promotional purposes.
• 2.6.7. TopHit Record Database (hereinafter TopHit Records): Records in mp3 and wav formats uploaded by rights holders to the TopHit record database in the form of audio files.
• 2.6.8. TopHit Music Statistics:
  • – Records rotation data on individual Broadcasters (airplay report);
  • – aggregated data on the rotation of Records on a pool of radio stations limited to a certain territory and/or all TopHit partner Broadcasters (TopHit Radio Charts);
  • – data on the rotation of individual Records by the Performer or aggregated data on all Records by the Performer;
  • – data on the number of video views and audio streams of Records on YouTube (YouTube charts);
  • – data on the number of audio streams (streams) of Records on Spotify (Spotify charts).
• 2.6.9. Radio Program: A collection of periodic audio messages and materials (broadcasts) with a consistent name.
• 2.6.10. Other intellectual property objects, which may include the Performer's Name (Band Name), a pseudonym registered as a trademark.

2.7. Testing: The listening and evaluation of demo records by Broadcasters and other user categories of TopHit according to TopHit testing methodology.

2.8. Work/Record Rating: The current aggregate assessment of the quality of the Work/Record by Broadcasters and other user categories of the Site, expressed on a 10-point scale. During the preliminary testing stage, the rating reflects the preliminary quality and format assessment of the Work/Record. Over time, the rating is determined by the accumulated number of plays, views, and listens of the Work/Record on air and on the Internet.

2.9. Performer Rating: The current assessment of the Performer, expressed on a 10-point scale, determined by the accumulated number of plays, listens, and views of the Performer's Works/Records/Music Videos on air and on the Internet.

2.10. TopHit Report: The set of statistical data presented on the Site, including Records ratings; data on the number and categories of Users testing Records and bringing Records to public attention through the Internet or broadcasting; data on the rotation parameters of Records on air, through cable, and when brought to public attention on the Internet

2.11. TopHit Charts: Lists of Records most frequently played on air, through cable, or brought to public attention on the Internet during a specified period.

2.12. Territory: The United States and all locations worldwide where the Broadcaster's signal can be received.

3. Subject of the Agreement

3.1. The Parties agree to the following terms and conditions governing the distribution of TopHit Objects to the Broadcaster, as well as the use of such Objects by the Broadcaster.

3.2. TopHit provides the Broadcaster with access to TopHit Music Records and grants permission for the one-time reproduction of these records by recording them onto the hard drive of the Broadcaster's computer for the purpose of exercising the rights granted to the Broadcaster under Section 3.1 of this Agreement.

3.3. TopHit provides the Broadcaster with access to the Music Records in accordance with the provisions set forth in Section 5 of this Agreement.

3.4. TopHit provides the Broadcaster with access to other TopHit content on the terms and conditions specified in this Agreement.

4. Copyright Policy

4.1. TopHit is committed to respecting intellectual property rights and expects users to do the same. If you are a copyright holder or its agent, and believe any copyrighted Content on the Site and/or Services infringes upon your copyright or related rights, or those of someone you represent, please submit a notice of alleged copyright infringement using our web form or email us at [email protected].

4.2. Your notice of infringement must contain:

• 4.2.1. An electronic or physical signature of the person authorized to act on behalf of the owner of the exclusive right allegedly infringed.
• 4.2.2. Information about the title of the work/recording and the names of its authors and performers.
• 4.2.3. A description of the material on the Site and/or Services that you believe infringes upon copyright and related rights, along with information sufficient for us to locate the material.
• 4.2.4. Your mailing address, telephone number, and email address.
• 4.2.5. A statement that you have a good faith belief that the disputed use is unauthorized by the copyright owner, its agent, or the law.
• 4.2.6. A statement from you that the information in your notice is accurate, and that you are the owner of the exclusive copyright and/or related rights or are authorized to act on behalf of the Rights Holder.

4.3. TopHit may restrict or terminate users' access to the Content under investigation for copyright infringement during the investigation period and until evidence of the disputed Content's legal origin is provided.

5. Use of TopHit's Content

5.1. It is expressly agreed by the parties that TopHit does not transfer to the Broadcaster any copyright to the Works that are an integral part of the Records transferred to the Broadcaster.

5.2. It is expressly agreed by the parties that TopHit does not grant the Broadcaster permission to use TopHit's Records in ways not provided for in Section 3 of this Agreement. Specifically, the Broadcaster is not entitled to modify, transmit, sell, exchange, reproduce (duplicate) on any tangible media, or post these Records on websites on the Internet, including the Broadcaster's own sites.

5.3. Any use of TopHit's Music Records, except as specified in Section 3.1 of this Agreement, is possible only with the prior written consent of the copyright holders of the copyright and related rights.

5.4. The use of TopHit's Music Records by the Broadcaster through broadcasting and transmission by cable is permissible only on the condition that the Broadcaster pays compensation to the owners of copyright and related rights or their legal representatives.

5.5. Users of Works and Records must provide reports on the use of works and records to the CMOs, as well as other information necessary for the collection and distribution of remuneration to the rights holders.

5.6. Violation by the Broadcaster of United States Copyright Law or any of the conditions of this section may result in restricting or completely discontinuing the Broadcaster's access to TopHit's Assets.

6. Conditions for Granting Broadcaster Access to TopHit Objects

6.1. After registering on the TopHit Site, the Broadcaster gains Authorized access to their Representative's Personal Account.

6.2. TopHit places on its Site a list of Records available to the Broadcaster, including new Records undergoing testing on the Site, as well as Works and Records that are part of TopHit music charts.

6.3. The Broadcaster independently familiarizes themselves with the Records and other TopHit Objects, rates the Records themselves, downloads the Records from the Site that they plan to broadcast on their airwaves, and independently decides on the rotation parameters of the Records on their airwaves.

6.4. TopHit provides free access to all its Records to the Broadcaster.

6.5. TopHit provides the Broadcaster with TopHit Charts free of charge.

6.6. TopHit provides the Broadcaster with compiled TopHit statistics on the rotation of Works/Records in their own airwaves.

6.7. Statistics on the rotation of Works/Records on the airwaves of other TopHit partner Broadcasters can be provided upon the Broadcaster's request under commercial terms.

7. Rights and Obligations of the Broadcaster

7.1. The Broadcaster is entitled to use TopHit Records only within the Territory and only in the manners specified in Section 3 of this Agreement.

7.2. The Broadcaster is not allowed to take any actions with the Records that may lead to distortion of the essence, melody, timing, sequence of parts of the Record, or any other alteration or violation of the non-property rights of copyright and related rights holders.

7.3. The Broadcaster is not permitted to transmit TopHit Records to third parties without the written consent of TopHit.

7.4. The Broadcaster undertakes to independently, at their own expense or at the expense of third parties but not at the expense of TopHit, acquire property copyrights for the use of Works (by broadcasting and by cable) and pay compensation for the use of copyright to the respective rights holders and (or) CMOs. The Broadcaster shall provide reports on the use of Works and Records to the CMOs, as well as other information and documents necessary for the collection and distribution of compensation to the rights holders.

7.5. The Broadcaster undertakes to keep confidential the data for authorized access to the Site and not to transmit this data to third parties. In case of loss of access to the Site, immediately notify TopHit using the feedback form provided on the Site.

7.6. The Broadcaster undertakes to provide TopHit and regularly update the current versions of internet links (URLs) to their Broadcasts to obtain information on the Broadcaster's use of Records in their airwaves.

7.7. The Broadcaster undertakes to notify TopHit of the expiration of the broadcasting license 30 days prior to its expiry.

8. Rights and Obligations of TopHit

8.1. TopHit is entitled to, but not obligated to, verify the accuracy of the information provided by the Broadcaster during registration, as well as the documents listed in section 6.4 of the Agreement.

8.2. TopHit is entitled to, but not obligated to, require the Broadcaster to provide a copy of the broadcasting license, a certificate of registration of the mass media, or any other documents confirming the Broadcaster's status and/or the country of their registration (location), as well as a copy of the Broadcaster's agreement with the CMOs.

8.3. TopHit is entitled to prohibit the Broadcaster from using any of the TopHit Objects and/or refuse to execute this Agreement in the following cases:

• 8.3.1. If the use of a TopHit Object by the Broadcaster results in a violation of United States copyright law;
• 8.3.2. Upon request of authors, performers, or other holders of exclusive rights, received by TopHit, or in the event of a dispute regarding rights;
• 8.3.3. In the event of early termination of the rights in relation to the Records transferred to TopHit by the rights holders.

8.4. In all of the above cases, TopHit notifies the Broadcaster by email as provided by the Broadcaster during registration with TopHit.

8.5. In the event of receiving a notice from TopHit to cease broadcasting a TopHit Record, the Broadcaster is obliged to take all necessary measures for the immediate cessation of the use of the respective Record.

8.6. TopHit undertakes to provide the Broadcaster on its Site with access to Information Materials in an amount sufficient for the Broadcaster to prepare reports for rights holders and/or CMOs.

9. Warranties of the Parties

9.1. The Broadcaster guarantees that during their registration with TopHit:

• 9.1.1. They provided accurate data and information.
• 9.1.2. They entered into this Agreement voluntarily.
• 9.1.3. They have fully reviewed the terms of the Agreement, fully understand the meaning and consequences of their actions regarding the conclusion and execution of this Agreement.

9.2. TopHit guarantees that in the event of claims against the Broadcaster by third parties regarding the legality of their use of TopHit Records, it will make every effort to settle the claims of third parties in accordance with the laws of the United States on copyright protection.

9.3. TopHit guarantees that it has the right to provide the Broadcaster with access to Records and other TopHit Objects.

9.4. The Broadcaster guarantees that all Records and other TopHit Objects will be used by the Broadcaster only for the purposes and under the conditions of this Agreement.

10. Liability of the Parties

10.1. The Parties are liable for the non-performance or improper performance of the obligations they have undertaken in accordance with the legislation of the United States.

10.2. In the event of repeated violations by the Broadcaster of the terms of use of Records and other TopHit Objects as stipulated in this Agreement, the Broadcaster's refusal to provide TopHit with the documents listed in section 6.4 of the Agreement, or any other violation of the Agreement by the Broadcaster, TopHit reserves the right to terminate the Broadcaster's access to Records and other TopHit Objects and to terminate further execution of this Agreement.

10.3. In the event of claims, demands, or lawsuits against TopHit by third parties related to the inaccuracy of the Broadcaster's guarantees or the breach of the Broadcaster's obligations, the Broadcaster undertakes to take all necessary measures to settle all disputed matters and to compensate TopHit for all losses incurred as a result of claims, demands, or lawsuits filed against TopHit by third parties.

11. Hold Harmless and Limited Liability

11.1. The Site and Services are provided "As Is" without guarantees for continuous, uninterrupted, error-free, or secure access or use.

11.2. TopHit is not responsible for the operation of communication channels, including actions (or inactions) of third parties that may impede the Broadcaster's timely and quality receipt of TopHit Records.

11.3. TopHit does not guarantee that the file format of the Record, the quality of the Record, or the musical format of the Record will meet the Broadcaster's expectations and requirements.

11.4. Broadcaster agree to indemnify, defend, and hold harmless TopHit Parties from any claims, liabilities, losses, damages, judgments, awards, costs, and expenses, including reasonable attorneys' fees, related to your use of the Site, Services, or violation of these Terms or applicable laws, regulations, or third-party rights.

11.5. Broadcaster's agreement to these Terms permanently bars Broadcaster from taking legal action against TopHit for any issues arising from the Site and/or Services.

11.6. To the maximum extent allowed by law, TopHit Parties shall not be liable for any direct, indirect, incidental, special, punitive, or consequential damages, including loss of profits, revenue, data, goodwill, or other intangible losses, arising from your use or inability to use the Site and/or Services, any content or services offered through the Site, or interactions with other users.

11.7. TopHit's total aggregate liability, along with that of its licensors, is limited to $100 (one hundred US dollars).

11.8. Some jurisdictions may not permit the exclusion or limitation of certain warranties or liabilities. In such cases, TopHit's liability will be the minimum allowed under the applicable law.

11.9. The Parties shall be released from liability for partial or complete non-performance of obligations under this Agreement if such non-performance resulted from force majeure circumstances that arose after the conclusion of this Agreement and which the Party could neither foresee nor prevent through reasonable measures ("force majeure circumstances").

11.10. Force majeure circumstances, as well as other circumstances exempting the Parties from liability under this Agreement, include: natural disasters; war or military actions; strikes in the industry or region; the adoption by government authorities of legal acts that make it impossible to fulfill this Agreement.

12. Term of the Agreement

12.1. This Agreement shall remain in effect indefinitely until it is terminated by TopHit or dissolved (terminated) based on the grounds defined by the terms of the Agreement and/or the legislation of the United States. The

12.2. Broadcaster accepts the terms of this Agreement for an indefinite period.

13. Amendment of Terms and Termination of the Agreement

13.1. TopHit has the right to unilaterally amend the terms of the Agreement by publishing such amendments on its Site. Amendments shall enter into force immediately upon publication, unless TopHit specifies an additional effective date upon their publication.

13.2. In case the Broadcaster disagrees with the amended terms of the Agreement, they are obligated to terminate the Agreement with TopHit by discontinuing the use of the Site and deleting their Account.

13.3. The use of TopHit's Objects by the Broadcaster after any amendments to the terms of the Agreement shall be conclusively construed as the Broadcaster's acceptance of the introduced changes.

13.4. TopHit reserves the right to terminate the Agreement with the Broadcaster at its discretion (refuse its performance) at any time without stating reasons, including in the event of the Broadcaster's breach of the terms of the Agreement.

13.5. In the event of termination of the Agreement by TopHit, TopHit shall notify the Broadcaster via the email address provided by the Broadcaster during registration.

13.6. The Agreement shall automatically terminate upon the expiration of the Broadcaster's broadcasting license or the cessation of broadcasting by the Broadcaster for any other reason. In the event of early termination of this Agreement, regardless of the reason for such termination, all obligations of the Parties arising before such termination shall remain in force until they are fulfilled by the Parties.

14. Miscellaneous

14.1. This Agreement is concluded between TopHit and the Broadcaster in the form of an adhesion contract.

14.2. Acceptance of the terms of this Agreement implies the Broadcaster's full and unconditional acceptance of all the terms of the Agreement without any exceptions and/or limitations and is equivalent to the conclusion of a bilateral written contract.

14.3. In this Agreement, unless otherwise expressly stated in the Agreement and unless otherwise follows from the context:

• 14.3.1. Section headings are provided solely for convenience and should not be taken into account when interpreting the Agreement literally;
• 14.3.2. Words denoting only the singular also include the plural, and vice versa, depending on the context;
• 14.3.3. Other terms and concepts used in the text of this Agreement and not specified in Section 2 of the Agreement shall be interpreted by the Parties in accordance with the legislation of the United States in force at the time of the conclusion of this Agreement.

14.4. Costs incurred by each of the Parties in connection with the performance of obligations under this Agreement shall be borne by each Party independently.

14.5. All disputes and disagreements that may arise between the Parties on matters not resolved within the text of this Agreement shall be resolved through negotiations based on the laws of the United States and business customs.

14.6. All unresolved disputes arising during negotiations, all legal actions pertaining to the Site, Service, this Agreement must be exclusively resolved in the federal or state courts located in the County of Kent, Delaware, U.S.A.