PREAMBLE

Gateway Stream Music is an online music streaming platform offering a platform through which various artistes, artistes agents, record labels and promoters may record, publish, stream, sell, share or market their music through a customised and personalised platform.

The Artiste owns the copyright, publishing rights and all other related rights in and to certain songs (hereinafter "Music"), music videos (hereinafter “Music Videos,” artwork as well as various and any other works of art over which Artiste may hold copyright, trademark or other intellectual property rights, the titles of which shall be clearly marked in the Artiste’s Gateway Stream Music page (hereinafter “Folio”.

WHEREAS, Gateway Stream Music desires to obtain certain rights to the Music and Artiste's performance of those Music for use on its online music streaming platform known as Gateway Stream Music.

NOW, THEREFORE, in consideration of the promises, conditions, covenants, and warranties herein contained, the parties agree as follows:

1. Ownership and Compositions
   1. Artiste warrants and represents that it is the owner of a valid copyright in all musical compositions (the Compositions) to be uploaded, listed, published on the Gateway Stream Music platform and has the right to grant any license herein provided.
   2. Whether Music on the platform uploaded through the Artiste’s Folio has been loaded by the Artiste or, by Artiste’s written consent through agents of Gateway Stream, Artiste shall take sole responsibility of all work on his Gateway Stream folio, including the format or quality of the recording. Artiste shall be at liberty to change such recording.
   3. In any event, Gateway Stream Music shall have the right to evaluate the quality of the recording uploaded by the Artiste in line with its “Music Quality Standards.” Should such quality not meet Gateway Music’s minimum quality standards, Gateway Stream may ask Artiste to replace or pull down such music. In any event, Gateway Stream Music will work closely with the Artiste to ensure that all music or videos loaded on the platform shall be in the best format and quality possible.
2. Strategic Partnership

   Subject to the terms outlined in this agreement, this agreement shall form a strategic partnership between Gateway Stream and the Artiste, built upon the following broad principles;

   1. Artiste shall be responsible for a page on the Gateway Stream music platform in which Artiste will upload music, photographs, music videos, photographs, posts, and all other material to be published on such page.
   2. Artiste shall sell, market and advertise the platform to his fans and followers to ensure optimum benefit.
   3. Gateway Stream shall provide a suitable platform to allow Artistes to create and make use of the platform.
   4. Gateway Stream shall charge an agreed commission for all monies charged and receivable by the Artiste.
   5. Gateway Stream shall set aside a budget to advertise and sell the platform for Artistes.
3. Licence

   Artiste grants to Gateway Stream Music the non-exclusive right, privilege and license, to use all his/her Compositions, in the manufacture and sale of sound or video recordings in all forms, whether now or hereafter devised or discovered throughout the world.

4. Sale of Recordings
   1. Artiste shall sell, market and advertise the platform to his fans and followers to ensure optimum benefit.
   2. Gateway Stream shall provide a suitable platform to allow Artistes to create and make use of the platform.
   3. Gateway Stream shall charge an agreed commission for all monies charged and receivable by the Artiste.
5. Commission
   1. For such records made and distributed, Gateway Stream shall withhold a commission of 20% of the marked retail selling price (after deduction of any taxes) of all work purchased on the platform.

   2. All monies due to the Artiste from sale of works shall be reflected in an Artiste’s wallet. The Artiste shall have unfettered and unlimited access to this wallet and any amounts due, including the following;

      1. The songs, albums or folders related to which the purchases of the songs were made
      2. The price paid for such music.
      3. The currency in which the purchases of the songs were paid.
      4. The commission payable to Gateway Stream.
   3. Gateway Stream Music shall provide the Artiste on a quarterly basis, within fifteen (15) days after the end of each calendar quarter during which the Music is sold, a written statement of all amounts paid or due to Artiste with respect to such Music.
   4. The Artiste shall have the right, upon reasonable request, to review those records of Gateway Stream Music necessary to verify the Songs sold or purchased. Any such audit will be conducted at the Artiste's expense and at such times and in such a manner as to not unreasonably interfere with Gateway Music’s normal operations. If a deficiency is shown by such audit, Gateway Music shall immediately pay that deficiency.
   5. The Artiste may, at any point, recover amounts in its wallet through the various available payment systems including internationally, paypal, mastercard, nostro, visa and locally RTGS Accounts, ecocash etc.
   6. It is agreed that all payments shall be made in the same currency as the purchaser of the Music would have paid. Payments payable in the local Zimbabwean currency shall be payable in a Zimbabwean bank account while those payable in foreign currency shall, subject to compliance with the law be payable foreign currency.
6. Free Music

   While it is agreed that the Gateway Stream business model is the streaming of music for a fee, Gateway Stream may, in certain instances run advertisements and promotions to increase its customer base. For limited promotional and advertising purposes, the Artiste hereby authorises Gateway Stream to permit streaming of certain music at no charge.

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7. Transparency
   1. Gateway Stream Music affirms that transparency shall be a cardinal value of the platform. To that end, the Gateway Stream Music platform includes back-end access to the Artiste, at no fee, which access shall enable the Artistes to see clearly the number of downloads for each song or album, streaming numbers as well as fees paid by the platform’s customers.
   2. It is agreed that other than the information stated in Clause 4.1 above, the Artiste may, at a reasonable cost access certain other market statistics from the Gateway Stream Music Platform as may be important in enabling the Artiste to have an in-depth understanding of its customer base.
8. Sharing of Music

   Upon execution of this agreement, music shall be uploaded on the Gateway Stream Music platform in any of the following manner;

   1. The Artiste or his designated agent may physically give Gateway Stream his music in the form of a flash or any other acceptable manner. Gateway Stream will proceed to upload the music on the platform. Should the Artiste have any query with the format in which the music has been uploaded, it shall be the Artiste’s prerogative to request that Gateway changes such format and uploads the music in the correct format. Failure to make such request shall be presumed to mean the Artiste is happy with the format with which the music is uploaded.
   2. Music may be uploaded by the Artiste through a manner provided through back-end access in the Artiste’s Gateway Stream folio.
9. Warranty & Indemnity

   The Artiste indemnifies and hold harmless Gateway Stream its successors and assigns from any and all loss, damage, cost or expense, arising out of any adverse claims by others in and to the subject matter hereof, or by reason of any breach of any of the expressed warranties by Artiste, or by reason of any adjudication invalidating said mechanical rights or copyright privileges under which this license is granted.

10. Assignment

    This agreement is assignable by either party and shall be binding upon the heirs, legal representatives, successors and assigns of the parties hereto.

11. Term & Termination

    This Agreement shall continue in effect for the life of the copyright on the Compositions. Eirther Party may terminate this agreement by giving the other party one week’s written notice of its intention to do so.

12. Effective Law

    This agreement shall be construed in accordance to the laws of Zimbabwe.

13. Licensing Information

    A list of the songs and videos to be licenced shall be shared between the parties showing clearly the Artiste, Song Timing, Album Title, Release Date.