Influencer License Agreement

ZEBR – INFLUENCER LICENCE AGREEMENT

Version 9 – 021221

ANY REGISTERED USER USING THE SITE AT www.ZebrMusic.com (“Site”) OR THE APP KNOWN AS “ZEBR” TO REVIEW AND/OR USE AND/OR LICENSE CONTENT (“Licensee”) AGREES TO AND IS BOUND BY THE FOLLOWING TERMS AND CONDITIONS OF THIS INFLUENCER LICENCE AGREEMENT ("Influencer Licence Agreement").

PERSONAL DATA: You agree to provide only true, accurate and complete information to us via the Site or the App. Any personal information provided by you will be treated with appropriate care and security in accordance with, and by agreeing to this Influencer Licence Agreement you expressly agree to the terms of, our Privacy Policy.

1. Contracting parties. When you license or otherwise use any music tracks (“Artist Content”) from Zebr, you are contracting with Zebr Limited, a company registered in England with offices at Piper House, 4 Dukes Court, Bognor Road, Chichester PO21 8FX, UK. Zebr Limited is referred to in these terms and conditions as "we", "us", "our" or “Zebr”. Please note that you must be 16 years of age or older to register or use the services available via the App or the Site. By continuing to use such services, you are warranting that you are at least 16 years old and you have the authority to enter into this Influencer Licence Agreement.

2. How Zebr Works for Influencers. When an Artist (or a Label) submits a track of Artist Content to you, for potential distribution (a “Submission”), the Artist (or Label) pays an amount to Zebr (being the distribution fee specified by you on your Zebr Profile page, from time to time, (“Distribution Fee”). Following each Submission, you will have forty-eight (48) hours to accept or decline the Submitted track. If you decline to use the track, or if you do not respond within such time period, the Distribution Fee will be returned to the Artist and the process for that track ends. If you accept the Submission, you will be granted a licence to use the track in combination with your posts to Instagram and/or TikTok. As part of such licence, you must follow the instructions in the Creative Brief (if provided to you) to the extent practicable, in every post and in every other instance of use. Once posted: (A) Zebr will the Distribution Fee for 72 hours to allow the Artist (or Label) time for review of Influencer’s use of the Content (“Review Process”). If no issues are raised during the Review Process, the Distribution Fee will be paid into your Zebr account.

3. Using Artist Content. If you accept the Submission within 48 hours, you will then be granted a licence for a custom amount days (to be determined upon submission) to post that track once, in connection with your own content, on the platform(s) specified by the Artist (being Instagram and/or TikTok). For the avoidance of doubt, any track you post within the custom-set day(s) period may remain as posted on the selected platform indefinitely (but you may not post or re-post the track after the initial 7-day period). Direct submissions may be recalled within the set time frame before the posting time has timed out. Once posted, you must send us a link to the posted track (following the instructions on the Site/App) to confirm your use. If you send us a verifiable link to your post of the track within the custom-set day(s) period and no issues are raised during the Review Process, the Distribution Fee (as listed on the Site/App from time to time) will be deposited into your Zebr account. No Distribution Fee will be paid unless (1) we receive a verifiable link to the track as posted by you to one of the permitted platforms and (2) the Review Process is completed without issues. Other than the above use on one permitted platform, Artist Content must not be re-distributed, transferred, assigned or sublicensed, and must not be used for promotion or provision of any goods or services, and may not be distributed or transmitted or retransmitted to any other person or entity Please note that, in order to post to one of the permitted platforms, you first must register as a user of such platform. You hereby warrant and represent that you will comply with the requirements of the applicable platform and that you will comply with Zebr’s Posting Rules. For the avoidance of doubt, the Content (following successful completion of the Review Period) must remain posted for at least sixty (60) days but may remain posted indefinitely. In some cases, you may receive a Submission together with a brief or other set of requirements (“Creative Brief”) and in such cases all posts with such Submission must fully comply with the Creative Brief. Please note that Zebr may notify you of any non-compliance and/or require you to remedy relevant post(s) within 48 hours, and funds may be withheld subject to confirmation of compliance. If a Challenge isn’t wrapped within 24 hours, the prize check points may be reduced to lower views / prices to help wrap the campaign. "Editors picks" may be added to some Challenges as additional prizes for creators to win. These prizes may vary and be removed and/or added into the Challenge budget once active.

4. Fees. Distribution Fees are set by you on your Zebr Profile page (and can be changed by you at any time) but are in every case subject to a twenty percent commission fee charged by Zebr (“Commission”). Commission shall be deducted from Distribution Fees at the time deposited into our Zebr Account. All amounts are inclusive of any applicable VAT unless otherwise stated. You are responsible for payment of any VAT that may be payable by you and/or, if you are based outside the UK, any other applicable duties and/or local taxes that may be levied in your country.

5. Statements and Payments. You may withdraw sums from your Zebr Account at any time via PayPal. Your Zebr accounting information (showing calculation of sums paid and payable to you) is always visible via your Zebr income and account page. Your accounting statement shall be deemed accepted by you in each case if not queried within six months of the applicable payment. Please note that: (a) any sums payable to you will appear as credit in your online Zebr account; and (b) by your use of the “Payment” page within your online Zebr account, payments can be requested to your PayPal account. Please note that credits listed on your online Zebr Account will expire and shall not be payable to you (via PayPal or otherwise) if you do not request payment and/or you do not use your account for at least one (1) year of your last log-in. Please note that your use of the Service may be subject to data charges imposed by your internet or mobile phone provider and that you are responsible for payment of such charges. We shall not be liable for costs and expenses charged in relation to any card or other payment system payments made to you. You, as the registered Influencer, shall be solely responsible for any and all uses and payments in relation to your registration with Zebr.

6. Refunds and Right of Cancellation. Except in certain cases of technical defects (as noted below), we are unable to provide any refunds or exchanges. For the avoidance of doubt, we will not be liable to you for failures, defects or delays in delivery caused by: (a) your provision of incorrect information; (b) your mailbox being full and unable to receive messages; (c) your failure to comply with instructions; and/or (d) an event which is outside of our reasonable control. Please note that, save in cases of manifest error, no refunds can be provided. For the avoidance of doubt, your statutory rights are not affected.

7. Technical Problems and Defects. Occasionally, technical problems may delay or prevent use of the Service, for which Zebr shall not be liable to you. Please note that we may withdraw specific tracks from the Service at any time, sometimes at short notice.

8. Termination of this Influencer Licence Agreement. You may terminate this Influencer Licence Agreement at any time on not less than ninety (90) days’ notice by sending an email (marked “Termination Notice”) to info@ZebrMusic.com. Zebr may at any time terminate this Influencer Licence Agreement if, in our sole discretion, we believe that you may have breached (or acted in a manner indicating that you do not intend to or are unable to comply with) any term herein, or if we are legally required to do so by law, or if continuation is likely to be no longer commercially viable. Termination of this Influencer Licence Agreement will not release either party from any of its obligations hereunder which are intended to have a continuing effect.

9. Liability. You agree that the liability of Zebr to you hereunder shall be limited to the greater of: (1) the amounts paid or payable to you hereunder; and (2) one hundred pounds (£100). Except as set out herein, Zebr shall not be liable for any indirect or consequential loss of any kind in contract, tort or otherwise arising out of your use of the Service. Nothing in this Influencer Licence Agreement shall operate to limit or exclude liability for death or personal injury caused by negligence of Zebr.

10. Disclaimer. Except as expressly provided in the Licence Terms, all services and contents available via the Service are provided without any representations or warranties of any kind, either implied or express, to the fullest extent permitted by applicable laws. In addition, we do not represent or warrant that the Service or its contents will be free of defects, including without limitation viruses or other harmful elements.

11. Indemnity. You agree to indemnify Zebr for any loss or damage that may be incurred by Zebr, including without limitation legal fees, arising from any breach by you of any warranty herein, or the Licence Terms, or your misuse of any material or content obtained through the Service. You further undertake to indemnify Zebr for all loss or damage incurred by Zebr in relation to any third party claim against Zebr for infringement of intellectual property rights relating to your use of the Service or any Artist Content.

12. No Partnership. Your use of the Service and/or Content creates no partnership, client, fiduciary or other professional relationship.

13. Further Assurance. You hereby agree at the request of Zebr to execute all such further documents and do all such further acts as Zebr may require in order to vest in Zebr the rights hereby intended to be granted.

14. Severance. If any part, term, or provision of this Influencer Licence Agreement shall be held by a court of competent jurisdiction to be illegal, unenforceable, or in conflict with any relevant law, the remaining portions or provisions shall still remain valid and continue in full force and effect.

15. No Waiver. No waiver, express or implied, by either party of any term or condition or of any breach by the other of any of the provisions of this Influencer Licence Agreement shall operate as a waiver of any breach of the same or any other provision of this Influencer Licence Agreement.

16. Variation. This Influencer Licence Agreement may be varied from time to time by our posting new terms on the Site, and any such amendment will be applicable to all Influencer from the date and time such revised terms have been posted on the Service. Your continued use of the Service constitutes agreement with and acceptance of any such amendment or other changes.

17. Law and Jurisdiction. This Influencer Licence Agreement shall be governed by and will be construed in accordance with the laws of England. Any disputes arising under or in connection with this Buyer Agreement shall be subject to the exclusive jurisdiction of the English Courts.