TunePesa Artist & Catalogue Agreement

MUSIC DISTRIBUTION • ROYALTIES • CATALOGUE VALUATION • FINANCIAL ACCESS

Effective Date: Date of electronic acceptance

This Agreement is between TunePesa Ltd ("TunePesa") and the artist, label, creator or rights holder accepting these terms ("Artist" or "Licensor"). By clicking "I AGREE", registering for TunePesa, or uploading Content, you agree to these terms.

1. What TunePesa Does

TunePesa provides a digital platform that helps Artists:

• Distribute music and audiovisual content to digital platforms;
• Collect and track digital royalties;
• Manage Content ID and digital monetization;
• Monitor catalogue performance;
• Generate Catalogue Valuation reports; and
• Access eligible investment, insurance, pension and financing opportunities through participating third-party providers.

2. Your Rights & Our Distribution Rights

You retain ownership of your music, recordings, videos, compositions and other intellectual property.

You give TunePesa a non-exclusive, worldwide right during the Agreement Term to:

• Distribute your music and videos to supported digital platforms;
• Reproduce and technically format your Content for distribution;
• Collect royalties generated by your Content;
• Administer Content ID and social-media monetization where available;
• Provide catalogue analytics and valuation; and
• Perform other activities necessary to provide the TunePesa services.

TunePesa does not become the owner of your music simply because you distribute through TunePesa. You remain responsible for ensuring that you have the rights and permissions necessary to distribute everything you upload.

3. TunePesa Plans

Artist Plan — Distribution, royalty tracking, TunePesa Wallet, catalogue analytics, valuation and registration support.

Record Label Plan — Artist Plan services plus label management features and support for up to 10 artists, subject to platform rules.

Premium Partnership — Invitation-only partnership that may include advanced catalogue administration, royalty recovery, dedicated support and financing/marketplace opportunities.

"100% royalties" means 100% of Net Royalties actually received by TunePesa and attributable to your Content, after applicable taxes, DSP deductions, refunds, chargebacks and other permitted deductions.

4. Your Responsibilities

You confirm that:

• You own or control the rights required to distribute your Content.
• You have permission from co-artists, producers, writers and other rights holders.
• Your Content does not knowingly infringe another person's copyright or other rights.
• You have cleared samples, beats, collaborations and other third-party material.
• The metadata, ownership percentages and payment information you provide are accurate.
• You will not use artificial streams, bots, fake engagement or other fraudulent methods.
• You will provide KYC and tax information when reasonably required.
• You will comply with applicable laws and DSP policies.

If someone makes a legitimate rights claim against your Content because of something you supplied, you are responsible for resolving the underlying rights issue and related obligations.

5. Royalties & Payments

TunePesa will provide royalty information through your TunePesa Account where data is available.

Royalty payments may be affected by:

• DSP reporting delays;
• Taxes and withholding requirements;
• DSP/platform deductions;
• Refunds and chargebacks;
• Fraudulent or reversed transactions;
• Payment-processing costs; and
• Other legally permitted deductions.

TunePesa may require identity, tax and payment verification before releasing funds. You are responsible for providing correct bank or mobile-money details.

6. Taxes

• TunePesa may deduct and remit taxes or withholding amounts where required by applicable law.
• Your applicable tax treatment may depend on your residency, TIN, type of income and the relevant tax rules.
• TunePesa may request your TIN, tax-residency information and other information required for tax compliance.
• You remain responsible for your personal or business tax obligations except for taxes TunePesa is legally required to withhold and remit.

7. Your Catalogue Value

TunePesa may provide a Catalogue Valuation using information such as:

• Historical royalties;
• Streams and downloads;
• Revenue trends;
• Audience and territory data;
• Catalogue performance;
• Ownership information; and
• Other relevant market data.

A Catalogue Valuation is an estimate, not a guarantee. It does not guarantee:

• A loan;
• An investment;
• A catalogue sale price;
• Future income; or
• A specific financing amount.

You may request a review if you believe factual information used in the valuation is incorrect.

8. Catalogue Marketplace & Financing

You may choose to make eligible Catalogue available for:

• Licensing;
• Investment;
• Catalogue acquisition;
• Royalty advances; or
• Financing opportunities.

Your Catalogue will not be sold or transferred simply because you use TunePesa. Any catalogue sale, assignment, loan, advance or financing transaction will require separate terms and your approval.

TunePesa may introduce you to banks, lenders, investors or other financial partners, but approval of any financial product remains subject to the relevant provider's requirements.

9. Financial Services

TunePesa may facilitate access to participating Banks, Mobile Money, DSE/Investment Services, Insurance, NSSF/Pension, and Financing providers.

These services may be provided by separate regulated institutions. Their own terms, fees, eligibility requirements and risks will apply. TunePesa does not guarantee approval, investment returns, insurance claims, pension benefits or loan approval.

10. Fraud & Account Suspension

You must not manipulate streams, views, downloads, Content ID claims or other platform activity.

If TunePesa or a DSP reasonably suspects fraudulent activity, TunePesa may:

• Suspend your Account;
• Temporarily withhold disputed revenues;
• Remove affected Content;
• Reverse fraudulent balances; or
• Terminate the relevant service.

Where a DSP reverses or removes fraudulent revenue, TunePesa may make the corresponding adjustment to your royalty account.

11. Term & Termination

This Agreement begins when you accept it and continues for one (1) year, renewing annually unless terminated.

You may terminate by giving TunePesa 90 days' written notice, subject to outstanding fees, financing, advances and other obligations.

After termination, TunePesa may submit takedown requests to DSPs. DSP processing times vary, so TunePesa cannot guarantee that Content will disappear from every platform within a specific number of hours or days.

Royalties earned before termination remain payable subject to normal DSP reporting and settlement.

TunePesa may suspend or terminate your Account for serious breach, fraud, copyright disputes, non-payment, legal requirements or significant DSP violations.

12. Data & Privacy

TunePesa may collect and process information required to operate your Account, including:

• Identification information;
• Contact details;
• Tax information;
• Payment information;
• Catalogue information;
• Royalty information; and
• KYC information.

TunePesa may share necessary information with DSPs, payment providers, banks, financial partners, regulators and technology providers where required to provide services or comply with applicable law.

Your information will be handled in accordance with applicable data-protection laws and the TunePesa Privacy Policy.

13. No Guarantee of Success

TunePesa does not guarantee:

• A specific number of streams;
• A specific amount of royalties;
• Playlist placement;
• Chart performance;
• Audience growth;
• Catalogue sale;
• Investment;
• Financing; or
• Future income.

Your results depend on your Content, audience, market conditions, DSP performance and other factors outside TunePesa's control.

14. Disputes & Governing Law

The Parties will first attempt to resolve disputes amicably.

If a dispute cannot be resolved, it may be referred to mediation or arbitration in Dar es Salaam, Tanzania, subject to applicable Tanzanian law.

This Agreement is governed by the laws of the United Republic of Tanzania, subject to mandatory laws applicable to particular services or territories.

15. Electronic Acceptance

By selecting "I AGREE TO THE TUNEPESA ARTIST & CATALOGUE AGREEMENT" you confirm that:

• You have read and understood this Agreement;
• The information you provided is accurate;
• You have the necessary rights to the Content you upload;
• You accept TunePesa's distribution and royalty terms; and
• You agree to TunePesa's applicable platform policies and Privacy Policy.

TunePesa Ltd — Dar es Salaam, Tanzania "Your Music. Your Catalogue. Your Future."