Step 1 of 3: Declaration of Consent

AGGREGATOR’S AGREEMENT

entered into by and between

KAZZONG GmbH
Paosostraße 7
81243 Munich
Germany
- referred to hereinafter as "KAZZONG" -

and

Aggregator

- referred to hereinafter as “AGGREGATOR" -

• 1. PREAMBLE
• 1.1 KAZZONG has available the technical infrastructure (hard- and software) for digitally dis-tributing music recordings in the Internet (referred to hereinafter as “Kazzong Service”). The main element of the Kazzong Service is a Web-based application (referred to herein-after as “Kazzong Player”), which can be integrated in any website using the right HTML code, provided the operator of the respective website so permits. With the Kazzong Player, end consumers visiting the respective website can either (a) use individual streaming to play and listen free of charge to the music recordings (the “KAZZONG Repertoire”) (excerpts or full-track), which are connected to and displayed on the respective Kazzong Player and which are stored on a server operated and controlled by KAZZONG (the “Kazzong Server”) (“streaming-on-demand”), and/or (b) buy digital copies of said music recordings from KAZZONG in MP3 format and download them permanently on to their terminal (e.g. PC) (“download-on-demand”). In addition, the end consumers can see on the Kazzong Player any artwork pertaining to the music recordings and connected to the Kazzong Player. KAZZONG can place advertisements for third-party products (e.g. small banners or links) on the Kazzong Player.
• 1.2 KAZZONG acquires the rights in the music recordings offered via the Kazzong Service under license agreements with the respective proprietors of the rights (e.g. artists, labels, content aggregators, jointly referred to hereinafter as “Licensor(s)”). The music recordings are uploaded by the respective Licensors on to a server operated by KAZZONG and made accessible to end consumers via one or more Kazzong Players installed by each Licensor individually for its music recording(s) (thus a Licensor may e.g. install a separate Kazzong Player for each album by a particular artist). The Kazzong Players can be integrated by Licensors in any websites through which they want to make their music recordings accessible. If a Licensor so wishes, it may also have its music recordings made accessible through websites operated or mediated by KAZZONG’s distribution partners (“Distributors”).
• 1.3 Apart from using Distributors, the distribution of music recordings by the Kazzong Service is also designed such that end consumers may effect re-distribution. Re-distribution by end consumers means that a Kazzong Player to which access is provided on a website can be integrated in any other website at any time by end consumers using the HTML code thus made publicly accessible. The Kazzong Player includes a relevant function in order to simplify this for end consumers.
• 1.4 The Aggregator is able to contribute towards extending the music repertoire offered in the Kazzong Service by introducing Licensors. The parties therefore agree as follows:

2. AGENT’S COMMISSION

• 2.1 With reference to all the Licensors it introduces to KAZZONG during the contractual term, the Aggregator shall - with regard to the music recordings of those Licensors sold through the Kazzong Players - receive for a period of 2 years (commencing on the closure date of the contract arranged by the Aggregator between KAZZONG and the respective Licensor) a commission amounting to 2 % (two per cent) of the gross amount (= end consumer price incl. VAT) attained by KAZZONG from relevant sales in said period. On payment of the commission, all the services rendered / yet to be rendered by the Aggregator under this Agreement shall be deemed paid for.
• 2.2 The commission shall be settled on a monthly basis. For the purpose of settling its commission, the Aggregator undertakes to open an account with one of the payment providers used by KAZZONG (referred to hereinafter as the “PP Account”). The commission shall be paid by KAZZONG into the PP Account as a credit balance in line with tax regulations. In order to simplify administrative aspects, amounts less than EUR 20 shall not be credited to the PP Account until the end of the calendar year. In this context, the Aggregator is under obligation to immediately provide KAZZONG with its value-added tax identification number (VAT ID), or to disclose same without delay later on if it only acquires it after commencement of the contractual term.
• 2.3 The Aggregator is responsible for paying tax on the amounts itself. The Aggregator undertakes to immediately inform KAZZONG unsolicited if its turnover tax status alters. KAZZONG shall not pay any income tax, corporation tax or comparable taxes for the Aggregator which are levied in connection with the conclusion and performance of this Agreement.

3. AGGREGATOR’S OBLIGATIONS

• The Aggregator shall assume the following obligations during the contractual term:
  
  
• - A link to KAZZONG shall be placed in a prominent position on the Aggregator’s website (www…..), either on the start page or on a separate page which can be reached from the start page with a single click (in this case, the link must be immediately recognisable on the start page).



• - A recommendation shall be made to users to place Kazzong Players throughout the Internet in order to achieve the greatest possible scope for the Kazzong Service.



• - The Aggregator may not link music provided by third parties or advertise for it.


Moreover, the Aggregator shall regularly refer to the Kazzong Service in its newsletters.

4. CONTRACTUAL TERM

• This Agreement is reached for a fixed term of 12 months. It shall automatically be renewed for 12 months at a time unless either party gives written notice terminating it 3 months before the expiry of the respective term. The right to give extraordinary notice for important cause remains unaffected. An important cause for KAZZONG shall be deemed to exist e.g. if KAZZONG discontinues operating the Kazzong Service.

5. MISCELLANEOUS

• This Agreement definitively reflects the content of the contractual agreements reached by and between the parties, and replaces all and any previous agreements between the parties on the contractual subject-matter. No ancillary agreements, including verbal ones, have been reached. Amendments or supplements to this Agreement (including this clause on written form) have to be done in writing.
• If any of the provisions of this Agreement is or becomes null and void or impracticable, this shall not affect the validity or practicability of the remaining provisions. In any such case, the parties shall agree a provision approximating the invalid or impracticable one as nearly as possible in business terms.
• German law applies. Venue shall be Munich.

I (Aggregation Partner) accept the terms as stated by the Kazzong GmbH Aggregation Partner Contract.

I (Aggregation Partner) do not accept the terms as stated by the Kazzong GmbH Aggregation Partner Contract.