Music Distribution Agreement - ONErpm

Signed by Shoryan randhewal (officialsgarena@gmail.com)

on behalf of ArcticMonke
at 2022-11-13 03:44:00

EXCLUSIVE MASTER RIGHTS ADMINISTRATION AGREEMENT

This agreement (the "Agreement") is made as of 2022-11-13 03:44:00 (the "Effective

Date") by and between you ("Licensor") and Verge Records International, Inc. dba
"ONErpm" ("ONErpm"). Capitalized terms not otherwise defined in the basic terms
and conditions set forth below ("Basic Terms"), shall have the meanings ascribed to
them in the general terms and conditions attached hereto as Schedule A ("General
Terms and Conditions").

You understand that by opting into this Agreement and/or using the master
rights administration services offered by ONErpm, you agree to be bound by
the terms set forth below. If you do not accept this Agreement in its entirety,
do not electronically accept and/or sign this Agreement and do not use the
master rights administration or distribution services of ONErpm. The
"Effective Date" of this Agreement is the date on which you first opt into or
use the master rights administration or distribution services of ONErpm.

Basic Terms

1. Grant of Rights: ONErpm shall have the following basic rights in accordance
with the General Terms and Conditions in addition to the rights granted under
the General Terms and Conditions:

a. exclusive Digital Distribution rights for the Masters;

b. if opted into by Licensor, exclusive Neighboring Rights administration;

c. exclusive digital distribution rights for the Videos;

d. exclusive Content ID rights;

e. if Licensor submits a YouTube Channel for administration, or otherwise opts

in, exclusive YouTube Channel Admin Services; and
 f. non-exclusive Procured Licensing rights.

2. Income: In full consideration of the rights granted to ONErpm hereunder, and

conditioned upon Licensor's full and faithful performance of all the terms and
conditions hereof, Licensor shall be paid:

a. 85% of Net Receipts from Digital Distribution of the Masters and

Neighboring Rights Royalties;

b. 70% of Net Receipts from ringtones, Content ID, exploitation of the Videos
via YouTube, and YouTube Channel Admin Services;

c. 50% of Net Receipts from Procured Licensing and exploitations of the

Videos via Third Party Platforms, excluding YouTube (e.g. Apple Music);
and

d. 50% of Net Receipts from sources of revenue other than those set forth in
subsections a-c above.

3. Term: This term of this Agreement (the “Term”) shall commence as of the
Effective Date and continue until termination of all License Periods. The initial
license period for each Master and Video will be one (1) year commencing upon
ONErpm’s initial commercial release of the applicable Master or Video, and the
initial license period for the YouTube Channel Admin Services, if any, will be one
(1) year commencing upon the date the Channel is accepted into ONErpm’s
YouTube network. The foregoing license periods are individually referred to
herein as a “License Period” and collectively as the “License Periods.” Following
expiration of the initial term of each License Period, the License Period will
automatically renew and continue for additional, successive one (1) year periods,
until terminated in accordance with the General Terms and Conditions.

4. Territory: Universe

This Agreement shall consist of the Basic Terms, and the General Terms and
Conditions and any schedules or exhibits attached thereto. In the event of any
conflict between the Basic Terms and the General Terms and Conditions, the Basic
Terms shall govern.
Licensor understands that the General Terms and Conditions contain a
binding arbitration provision in section 9(h), which includes New York law as
the governing law, and waiver of jury trials and class actions, governing
disputes arising from this Agreement. By signing below, Licensor expressly
consents to such arbitration provision in section 9(h) of the General Terms
and Conditions.

Shoryan randhewal

2022-11-13 03:44:00

Schedule A

General Terms and Conditions

1. Certain Definitions.

a. The “Channel” means the YouTube channel(s) owned or controlled by

Licensor during the Term and submitted to ONErpm for administration
hereunder.

b. “Content” means all Masters, Videos, Album Materials, YouTube Content,

and other materials submitted by Licensor to ONErpm.

c. “Deliver” or “Delivery” means: (i) Licensor's delivery to ONErpm of all

related files, complete and accurate metadata, high resolution Album
Materials, credit information, marketing information, complete and
accurate ownership information for the underlying musical compositions
embodied in the Masters, including all writers and publishers and their
 performing rights organization information, and other elements reasonably
required by ONErpm, all of which may be subject to ONErpm’s validation
and quality control, in its discretion; and (ii) with respect to Masters and
Videos that were previously commercially released (e.g., catalog),
Licensor's complete migration of such Masters and Videos to ONErpm and
subsequent takedown by the prior distributor, without any rights conflicts
or third party claims following ONErpm’s distribution thereof.

d. “Neighboring Rights” means the rights to reproduce and perform a sound

recording publicly by means of an audio transmission, whether digital,
terrestrial or otherwise.

e. “Neighboring Rights Royalties” means public performance royalties arising

from or in connection with the public performance of the Masters in the
Territory, solely to the extent such royalties are applicable to Licensor
based on local copyright law, including, without limitation, those payable by
SoundExchange or by any other person or entity that collects royalties in
connection with Neighboring Rights on behalf of sound recording copyright
owners, but specifically excluding public performance royalties payable in
connection with the underlying musical compositions embodied on the
Masters.

f. “Masters” means all sound recordings submitted by Licensor to ONErpm.

g. “Net Receipts” means all monies actually received by or credited to

ONErpm directly attributable to the sale, license, exploitation, or use of the
Masters, Videos, and the YouTube Channel Admin Services hereunder less
any money transfer transaction processing fees, applicable sales taxes and
required tax withholding in applicable territories, and union scale fees
(where applicable). If ONErpm receives a payment from a Third Party
Platform that does not directly correspond to the payment due for the
exploitation of any Master or Video, including, without limitation, a payment
from the sale of equity in a Third Party Platform, a non-recouped portion of
an advance paid by a Third Party Platform which the Third Party Platform
can no longer recoup, and a payment to offset the debt of a minimum
guarantee, ONErpm shall apply a method to determine the allocation, if
any, of such amounts to Licensor. In the event that such amounts are to be
allocated, as determined in ONErpm's discretion, ONErpm shall apply a
consistent method of calculation for all similarly situated clients and the
 amounts allocated to Licensor shall be deemed part of Net Receipts
hereunder. Licensor hereby acknowledges and agrees that Licensor will not
have the right to object or challenge this method used by ONErpm to
determine Licensor's participation in such payments.

h. “Recoupable Costs” means any and all out-of-pocket costs and expenses
incurred by ONErpm and directly attributable to the distribution,
exploitation, marketing, promotion, production, or advertising of the
Masters and/or Videos.

i. “Site(s)” means ONErpm’s website(s).

j. “Third Party Platforms” means third party digital, mobile, streaming,

interactive, non-interactive, cloud, social media and/or Internet retailers
and platforms that distribute, stream, exploit, or otherwise make available
music, videos and other content, including, without limitation, platforms,
technologies, and services which may come into existence or be developed
after the Effective Date.

k. “Videos” means: (i) the audiovisual recordings owned or controlled by

Licensor and embodying the Masters; and (ii) the audiovisual recordings
owned or controlled by Licensor and submitted to ONErpm for exploitation
hereunder.

2. Grant of Rights. Licensor hereby grants and licenses to ONErpm the following
irrevocable, sub-licensable rights throughout the Territory and during the Term:

a. the exclusive right and license to convert, digitize, encode, integrate, make,
cause or otherwise reproduce the Masters and the Videos in any digital or
electronic format now known or hereafter devised for the purposes of
distributing, exploiting or using the Masters and Videos as granted herein;

b. the exclusive right and license to (i) digitally distribute, reproduce,

transmit, license, sell (including without limitation via downloading,
streaming, and subscription services), advertise, publish, publicly perform,
broadcast, and otherwise use and exploit the Masters in any electronic or
digital format now known or hereafter devised during the Term to
consumers throughout the Territory through any platform or service,
 including, but not limited to, its Site(s) and the sites, platforms or services
of any Third Party Platforms (“Digital Distribution”); and (ii) act as
Licensor's ISRC manager and assign ISRCs to the Masters;

c. the exclusive right and license to digitally distribute, reproduce, transmit,

license, sell (including without limitation via downloading, streaming, and
subscription services), advertise, publish, publicly perform, broadcast, and
otherwise use and exploit the Videos in any electronic or digital format now
known or hereafter devised during the Term to consumers throughout the
Territory through any platforms or services of any Third Party Platforms.
Such rights shall include the right to make, display, reproduce, and
distribute separate images (e.g., thumbnails) of video stills from the Videos
in connection with the promotion, advertising, and marketing of the Videos
and ONErpm’s services;

d. the right and license to stream or broadcast the Masters, whole or in part,
on a gratis basis for purposes of inducing users to download or stream the
Masters ("Preview Clips"). Licensor agrees that no royalties or payments
(including, but not limited to, for the use of the underlying musical
compositions embodied in the Masters) shall accrue or be payable with
respect to any such gratis Preview Clip stream. For the avoidance of doubt,
the Preview Clip may be made available on the Site(s) or any Third Party
Site in such a manner so as to allow consumers to listen to the Preview Clip
but not download the Preview Clip;

e. the exclusive right and license to exploit, monetize, claim and administer
the exploitation of third party audio, visual, and audiovisual recordings and
other content embodying, incorporating, or synchronized with the Masters
on the Third Party Platforms (“UGC”), including, without limitation, the
management of YouTube’s Content ID with respect to the Masters and such
UGC, and the tracking, monetizing, authorizing, taking down or blocking of
UGC on Third Party Platforms (the “Content ID”);

f. the non-exclusive right and license to use in the Territory the approved
name, likeness, logos, trademarks, and biography of each artist whose
performance is embodied in the Masters and Videos and the approved
album artwork, lyrics and liner notes relating to the Masters and Videos
(collectively the “Album Materials”) in connection with the exploitation,
sale, and distribution of the Masters and Videos hereunder and the
 advertising, publicizing or promotion of the Masters and Videos in all
configurations and by any and all media, provided that (i) all materials
provided by Licensor to ONErpm shall be deemed approved for purposes
hereof and (ii) Licensor understands that credit may not be provided in
connection with all uses of the Masters and Videos hereunder;

g. the non-exclusive right and license to exploit the musical compositions

embodied in the Masters and Videos to the extent needed for ONErpm to
exploit the rights granted to it hereunder. In the event that Licensor does
not own or control such musical compositions, Licensor shall obtain licenses
for such compositions pursuant to subsections 4(d) and 7(a)(iii) below;

h. if Licensor opts into ONErpm’s services with respect to Neighboring Rights,

the exclusive right to: (i) register, on Licensor’s behalf, with any
organizations and licensing agencies which collect Neighboring Rights
Royalties, including, without limitation, SoundExchange in the United
States; (ii) claim and collect, on Licensor’s behalf, all Neighboring Rights
Royalties and other amounts owed to Licensor for the exercise and
exploitation of Neighboring Rights of the Masters; and (iii) otherwise
exercise and exploit, and allow others to exercise and exploit, the
Neighboring Rights of the Masters in any manner or media, whether
interactive or non-interactive, including, without limitation, digitally
performing and licensing others to digitally perform the Masters, publicly
or privately, for profit or otherwise, by any means or media whatsoever,
whether now known or hereafter conceived or developed;

i. the non-exclusive right, subject to Licensor’s prior written approval in each

instance (email being sufficient), to (i) license and cause others to license
the use, exploitation, and performance of the Masters and, to the extent
owned or controlled by Licensor, the underlying musical compositions
embodied therein, including, without limitation, the synchronization of the
Masters and such musical compositions (if applicable) in connection with
motion pictures, television programs, advertisements, video games and any
other audiovisual works, and to collect all income related to any exploitation
of the Masters and such musical compositions (excluding public
performance royalties) licensed by ONErpm; and (ii) license and enter into
agreements on Licensor's behalf with respect to Licensor's services,
likenesses, or logos, regardless whether or not related to the Masters,
Videos, Channel, or Licensor's services as a recording artist, including,
 without limitation, in connection with sponsorships, endorsements,
commercials, ad campaigns, or any other corporate or product alliance
(“Procured Licensing”); and

j. if Licensor submits a YouTube channel to ONErpm to be administered by

ONErpm or otherwise opt into YouTube-related services provided by
ONErpm, the exclusive right to administer, collect all revenue, and exploit
all rights to the Videos, Masters, underlying musical compositions (if
applicable), and all other visual, audio, and audio-visual materials uploaded
by Licensor to the Channel or otherwise made available by Licensor for
publication, exploitation, and administration on the Channel (collectively
referred to herein as “YouTube Content”) , including but not limited to, the
exclusive right to: (i) identify potential claims against any unauthorized
individuals who are using the YouTube Content on YouTube prior to or
during the Term of this Agreement without Licensor’s specific
authorization; (ii) claim and negotiate settlements with such unauthorized
persons on Licensor’s behalf on terms and conditions that ONErpm will
elect in its sole discretion; (iii) negotiate and grant on Licensor’s behalf all
the licenses and sub-licenses necessary for YouTube or any affiliated Google
service to carry out its services, which include but are not limited to host,
cache, route, index, transmit, store, copy, embed, stream, perform,
distribute, reproduce, display, reformat, synchronize (in timed relation or
otherwise), edit, modify, catalog, add metadata, add content ID tags, sell
advertising against, and otherwise exploit and make available the YouTube
Content on YouTube; (iv) include the YouTube Content and the Channel
within the network of YouTube channels owned or controlled by ONErpm;
(v) monetize the YouTube Content and the Channel by licensing the
exploitation of the YouTube Content and/or the Channel for distribution and
exploitation on YouTube; (vi) monetize the YouTube Content and the
Channel by selling advertising and sponsorships; (vii) collect any and all
revenues generated by the Channel and/or YouTube Content from YouTube
and related services; and (viii) access, manage and administer the Channel
for purposes of carrying out the services listed and exercising the rights
granted above, including but not limited to the cross-promotion of the
YouTube Content, the adding of links, product placements, videos, images,
annotations and other channels to YouTube Content and to the Channel at
ONErpm’s sole discretion and to promote and advertise the YouTube
Content and the Channel within YouTube and Google’s advertising
platforms (all rights granted under this subsection shall be referred to
herein as the “YouTube Channel Admin Services”). For the avoidance of
 doubt, such rights shall include the right to make, display, reproduce, and
distribute separate images (e.g., thumbnails) of video stills from the
YouTube Content in connection with the promotion, advertising, and
marketing of the Channel and YouTube Content and ONErpm’s services.
The Channel shall be included exclusively in ONErpm’s network and all
Channel views will consequently be incorporated into ONErpm’s total
network view count for purposes of analytics and reporting systems.
Licensor agrees not to disable any features on the Channel that would
interfere with ONErpm’s ability to carry out these services and exercise the
rights granted herein.

k. Unless otherwise specified herein, the foregoing grant of rights are

exclusive throughout the Territory during the Term such that Licensor shall
not grant the rights granted to ONErpm hereunder to any third party for
any purpose or independently exploit the rights granted to ONErpm
hereunder for any purpose throughout the Territory during the Term.
Licensor acknowledges and agrees that ONErpm may utilize third parties to
exercise the rights granted to it hereunder.

3. Reservation of Rights. ONErpm shall not edit, remix, resequence or otherwise

alter any Master delivered by Licensor to ONErpm in any manner, except as
otherwise set forth herein. All rights not specifically granted to ONErpm herein
are expressly reserved for Licensor.

4. Obligations.

a. Licensor Obligations. Upon the execution of this Agreement and throughout

the Term, Licensor shall:

i. Deliver to ONErpm the Masters and Videos (recommended at least

four weeks prior to scheduled release date for New Masters and
associated Videos) in a digital or electronic format approved by
ONErpm or by any other format approved by ONErpm; and

ii. transfer to ONErpm control over the management and administrative

functions of the Channel; provided that Licensor shall retain all rights
in, including ownership of and absolute liability for, the YouTube
Content and the Channel. ONErpm may remove or may require
 Licensor to remove any YouTube Content immediately upon a notice of
copyright violation, or violation of any party’s rights, or concern
thereof, or if such YouTube Content is in violation of the terms of this
Agreement or violates any laws, rules, or regulations, including
ONErpm’s or YouTube’s (or its parent company’s or affiliates’) terms,
rules, policies, guidelines, or other business interests, in such party’s
sole and reasonable determination.

b. ONErpm Obligations. Throughout the Term, ONErpm shall:

i. solicit and service Third Party Platforms;

ii. process the delivery of Masters approved by ONErpm for delivery to

the Third Party Platforms; and

iii. collect amounts due from the Third Party Platforms in connection with
exploitations of the Masters and Videos and account to Licensor as set
forth herein. ONErpm does not guarantee that all Third Party
Platforms will make available the Masters and/or Videos, as applicable,
and ONErpm reserves the right to reject distribution of any Master
and/or Video in its discretion.

c. Some of the services provided by ONErpm may be subject to payment of a

one-time, up-front fee by Licensor to ONErpm. These services are optional
to Licensor, and Licensor will be made aware of any required fees prior to
opting in to the applicable service. All fees are due upon time of opt in and
payments shall be made via the Site.

d. Licensor shall obtain and pay for any necessary clearances and licenses in
the Territory for all of the Licensor’s Content (including, but not limited to,
the musical compositions embodied in the Masters and Videos, unless
otherwise handled and paid directly by the Third Party Platforms, which
shall be Licensor’s responsibility to verify in writing). Accordingly, Licensor
shall be responsible for and pay any and all royalties and other income due
to artists, side artists, producers, writers, publishers and other record
royalty participants from sales or other uses of the Masters and Videos,
including but not limited to, all mechanical royalties payable to writers
and/or publishers of the copyrighted musical compositions embodied in the
 Masters and Videos from sales or other uses of the Masters and Videos, all
payments that may be required under collective bargaining agreements
applicable to the Masters and Videos, and any other royalties, fees, and or
monies payable by the Licensor with respect to the Content, unless Licensor
has verified in writing that the Third Party Platforms have paid such
royalties.

5. Accounting.

a. Licensor's share of Net Receipts shall be inclusive of all publishing,

mechanical royalties, and other payments due to all royalty participants
associated with the Masters and Videos and the musical compositions
embodied therein unless otherwise paid directly by the Third Party
Platforms. In the event that ONErpm pays any publishing income, royalties,
or other payments directly to any third party, as directed by Licensor or
required by law, including, without limitation, to performance rights
organizations, such amounts shall be deducted from Licensor’s share of Net
Receipts. Licensor shall be responsible for the payment of all taxes assessed
to Licensor with respect to all income received by Licensor pursuant to this
Agreement. ONErpm shall have the right to rely on accounting, usage, and
other statements received from ONErpm’s sublicensees (including, but not
limited to, YouTube Analytics) for all purposes hereunder.

b. ONErpm shall account to and pay Licensor's share of Net Receipts on a

monthly basis via the Site. Such accounting shall include the Net Receipts
received by ONErpm from exploitation of the Masters and Videos from all
sources specified herein and the amount due to Licensor. Payments will be
made to Licensor via Paypal via the Site or any other method used by
ONErpm. Payments shall be subject to the terms and conditions of the
third party service or financial institution used to render payment to
Licensor hereunder, and Licensor shall be responsible for any fees charged
by any such third parties. Licensor retains sole responsibility for any
withdrawals from Licensor’s account, regardless of whether such
withdrawals are completed by Licensor or third parties designated by
Licensor. Licensor acknowledges and agrees that Licensor bears the
responsibility of protecting the username and password associated with
Licensor’s account, and ONErpm shall not be held liable in any instances of
improper access to Licensor’s account when such access is not due to
ONErpm’s actions. Any objection relating to any accounting statement, or
 any lawsuit arising therefrom, must be made (and any lawsuit commenced),
no later than one (1) year after the date the statement is to be rendered,
and Licensor hereby waives any longer statute of limitations that may be
permitted by law.

c. Licensor agrees that ONErpm may freeze and withhold any and all revenues
in Licensor’s account that are received in connection with the Content that
ONErpm believes, in its sole and reasonable discretion, violates this
Agreement or the Site Agreements (defined below), provided that ONErpm
shall give Licensor written notice that such sums are withheld and will
review in good faith any explanation or other response provided by
Licensor. If ONErpm has a good faith belief (and ONErpm’s legal counsel
agrees) that such revenues are the result of fraud or infringement by
Licensor, then such revenues shall be forfeited by Licensor. To the extent
any fraudulent and/or infringing activities are determined to be caused by
Licensor or Licensor’s affiliates’ actions or omissions, any costs incurred by
ONErpm (including legal fees and expenses) in connection therewith may,
in addition to other remedies, be deducted by ONErpm from any monies
otherwise payable to Licensor hereunder. Licensor agrees and authorizes
that ONErpm may disclose Licensor’s personal information and accounting
data in connection with copyright claims and disputes. Certain Third Party
Platforms may also have policies related to fraud and infringement, and
Licensor agrees that it is Licensor’s responsibility to investigate such
policies, if any, and that such policies shall be binding upon Licensor.

6. Confidentiality. The terms and conditions of this Agreement are confidential and
shall not be disclosed by Licensor to any third party (except for professional
advisors) without ONErpm’s prior written consent, except as may be required to
be disclosed by applicable law or legal process, provided that Licensor shall
notify ONErpm at least five (5) days prior to any disclosure as required by law or
legal process so as to allow ONErpm an opportunity to protect such terms
through protective order or otherwise.

7. Representations and Warranties; Indemnification.

a. Licensor represents and warrants that: (i) Licensor has the right to enter
into this Agreement and to perform all of its obligations hereunder and
grant the rights set forth herein; (ii) Licensor is 18 years of age or older or
Licensor’s legal guardian is entering into this Agreement on Licensor's
 behalf; (iii) Licensor is, and can demonstrate to ONErpm’s full satisfaction
that Licensor is the licensor of or otherwise controls or has obtained the
rights and licenses to the Masters and Videos, the underlying musical
compositions embodied therein, and the Album Materials in order for
ONErpm to exploit the rights granted to it hereunder; (iv) Licensor shall not
grant and has not granted to any third party any rights that are inconsistent
with the rights granted to ONErpm hereunder; (v) Licensor shall be solely
responsible for the payment of any royalties or other payments to any third
parties that may become due as a result of ONErpm’s exercise of its rights
hereunder, including, without limitation, to any performing rights
organizations, writers, co-writers, producers, performers, and third party
royalty participants; (vi) the Content (including, without limitation, the
Masters, Videos, Album Materials, YouTube Content, and any underlying
musical compositions embodied therein) and all other materials furnished
by Licensor to ONErpm and ONErpm’s exercise of the rights granted
hereunder, shall not infringe upon any other material, or violate or infringe
upon any common law or statutory rights, including but not limited to
copyright, trademark rights, and rights of privacy and publicity, of any third
party; and (vii) Licensor knows of no material claims, nor basis for such
claims, which may affect the ownership or validity of the Content.

b. Licensor agrees to indemnify, defend, and hold ONErpm, its affiliates,

assigns, sub-distributors and licensees and their directors, officers,
shareholders, agents, employees harmless from and against all third party
claims and resulting damages, liabilities, losses, costs and expenses,
including, without limitation, reasonable attorneys’ fees and court costs,
arising out of or connected with any breach or alleged breach by Licensor
of any warranty, representation or agreement made herein or pertaining to
any act, error, or omission committed by Licensor or any person or entity
acting on Licensor’s behalf or under Licensor’s direction or control. In the
event that a claim is made or an action is commenced, ONErpm shall have
the right to withhold payment of any and all monies due to Licensor
hereunder in reasonable amounts related to such claim or action pending
the disposition thereof.

c. Nothing in this Agreement shall obligate ONErpm to distribute, reproduce,

exploit, or otherwise use any of the Masters, Videos, or other Content, all of
which shall be in ONErpm’s sole discretion. ONErpm may choose to not
provide, or cease to provide, any services, with respect to any Master
and/or Video in its sole discretion, including, without limitation, due to poor
 recording quality or hateful, obscene or inappropriate content. Without
limiting the foregoing, ONErpm shall have the unilateral right to remove
any Content or other materials from the Site and services that it deems, in
its sole discretion, to violate the Site Agreements, the Third Party Platform
Agreements, or the terms and conditions of this Agreement.

d. ONERPM'S AGGREGATE LIABILITY FOR ANY AND ALL CAUSES OF

ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL
NOT EXCEED THE AMOUNT OF MONEY PAID BY ONERPM TO LICENSOR
IN THE ONE (1) YEAR PERIOD PRIOR TO THE DATE OF THE BREACH OR
ALLEGED BREACH BY ONERPM OF THIS AGREEMENT GIVING RISE TO
SUCH LIABILITY. IN NO EVENT WILL ONERPM BE LIABLE TO LICENSOR
OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL,
EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITARY DAMAGES,
INCLUDING DAMAGES FOR LOST PROFITS OR LOST DATA ARISING
FROM OR IN CONNECTION WITH THIS AGREEMENT. THE
LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 7(D) WILL
APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH
DAMAGES ARE SOUGHT, WHETHER FOR BREACH OF CONTRACT,
NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, WHETHER OR NOT
THE PARTIES WERE OR SHOULD HAVE BEEN AWARE OR ADVISED OF
THE POSSIBILITY OF SUCH DAMAGE, AND REGARDLESS OF WHETHER
ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE PARTIES AGREE
THAT THE LIMITATIONS OF THIS SECTION ARE AN ESSENTIAL
ELEMENT OF THIS AGREEMENT, THAT THE AGREEMENTS MADE IN
THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK, AND
THAT EACH PARTY WOULD NOT ENTER INTO THIS AGREEMENT
WITHOUT THESE LIMITATIONS ON LIABILITY.

8. Termination.

a. Licensor shall have the right to terminate the Term by giving ninety (90)
days prior written notice to ONErpm (email being sufficient), which
termination will become effective at the end of the current period (the
“Termination Date”). ONErpm shall have a thirty (30) day window following
the Termination Date to request takedown of all Masters, provided,
however, that Licensor acknowledges and agrees that the actual timing of
takedown by the Third Party Platforms may vary. Following expiration of
the Term, ONErpm shall have a collection period that shall extend until
such time as ONErpm has received payment for all exploitations of the
Masters, Videos, and Channel during the Term as authorized herein,
 including, without limitation, payments from Third Party Platforms and
license fees arising from Procured Licensing.

b. ONErpm shall have the right, at any time, to terminate this Agreement,
remove any of Licensor’s Content from the Site(s), cease providing services
to Licensor, and/or cease the exploitation and distribution of any Content,
which ONErpm may elect to do as a result of ONErpm’s determination that
(i) Licensor’s Content infringes or may infringe upon any third party rights,
(ii) Licensor has violated the Site Agreements, the Third Party Platform
Agreements (as defined below), or the terms and conditions of this
Agreement, (iii) Licensor’s Content may be offensive or obscene, (iv)
Licensor’s actions or Content may harm ONErpm or bring ONErpm into
disrepute by association, or (v) for any other reason, or no reason, that
ONErpm may determine in its sole discretion. In the event of ONErpm’s
termination of this Agreement pursuant to (i), (ii), (iii), or (iv) above, in
addition to other rights and remedies available to ONErpm, Licensor agrees
to immediately pay to ONErpm the then current unrecouped balance of
Recoupable Costs.

c. In the event of any termination of this Agreement, Sections 5(c), 6, 7, 8(a),

8(c), and 9 of this Agreement shall survive.

9. Miscellaneous.

a. The parties agree and acknowledge that the relationship between the
parties is that of independent contractors. This Agreement shall not be
deemed to create a partnership or joint venture, and neither party is the
other's agent, partner, or employee.

b. Licensor agrees to be bound by the Site(s)’ Terms of Use (at

https://onerpm.com/legal/terms), Privacy Policy
(at https://onerpm.com/legal/privacy), and other agreements located on the
Site(s) and applicable to Licensor (the “Site Agreements”), as the same are
amended or updated from time to time on the Site(s). Licensor further
agrees to be bound by the Third Party Platforms’ (including but not limited
to YouTube and Google) terms of use and privacy policies (the “Third Party
Platform Agreements”) as they pertain to Licensor, the use of the Third
Party Platforms’ platforms, the exploitation of the Content and the rights
granted hereunder. To the extent the terms of this Agreement conflict with
 the terms of the Site Agreements, or the Third Party Platform Agreements,
the terms of this Agreement shall control. This Agreement, together with
the Site Agreements, contains the entire understanding of the parties
relating to the subject matter hereof and supersedes all previous
agreements or arrangements between Licensor and ONErpm pertaining to
the services, if any. This Agreement may only be modified by a writing
accepted and/or signed by the parties.

c. This Agreement will be binding on the assigns, heirs, executors, affiliates,

agents, administrators, and successors of each of the parties. ONErpm will
have the right to freely assign this Agreement at any time to any party in its
sole discretion without notice to Licensor. Licensor acknowledges and
agrees that neither this Agreement nor any right or interest hereunder may
be assigned or transferred by Licensor without the express, prior, written
consent of ONErpm.

d. All notices hereunder shall be sent in writing via electronic mail. If

ONErpm provides notice to Licensor, ONErpm will use the contact
information provided by Licensor upon registration with ONErpm or as
updated by Licensor, or, in the absence of a valid electronic mail address,
via any other method ONErpm may elect in its sole discretion, including,
but not limited to, via posting to Licensor’s account on the Site. All notices
to ONErpm shall be sent to legal@ONErpm.com. All notices will be deemed
received: (i) 24 hours after the electronic mail message was sent, if no
“system error” or other notice of non-delivery is generated or (ii) upon
posting if by other electronic means, if permitted. If applicable law requires
that a given communication be “in writing,” you agree that email
communication will satisfy this requirement.

e. If any provision of this Agreement or the application thereof shall for any
reason be declared by a court of competent jurisdiction or arbitration
proceeding under this Agreement to be invalid or unenforceable, such
decision shall not have the effect of invalidating or voiding the remainder of
this Agreement, it being the intent and agreement of the parties that this
Agreement shall be deemed amended by modifying such provision to the
extent necessary to render it valid, legal, and enforceable while preserving
its intent or, if such modification is not possible, by substituting therefore
another provision that is valid, legal, and enforceable so as to materially
effectuate the parties’ intent.
f. As a condition precedent to any assertion by Licensor that ONErpm is in
default in performing any obligation contained herein or otherwise in
breach of this Agreement, Licensor shall give ONErpm detailed written
notice of such default or breach, and ONErpm shall be allowed a period of
thirty (30) days after receipt of such written notice within which to cure
such alleged default or breach. No default or breach by ONErpm will be
deemed to be incurable. The failure of either party to act in the event of a
breach of this Agreement by the other will not be deemed a waiver of such
breach or a waiver of future breaches.

g. This Agreement shall be deemed to have been made in the State of New
York, without regard to its conflict of laws provisions, and its validity,
construction, performance and breach shall be governed by the laws of the
State of New York.

h. Any controversy originating from this Agreement or which is thereto

related will be resolved, on a definitive basis, by arbitration. The
arbitration will be administered and conducted by the American
Arbitration Association and will follow the procedures established by
its Rules. The arbitration tribunal will be formed by one or more
arbitrators in accordance with the referred Rules. The arbitration
will take place in New York, New York, United States of America;
however, the parties may participate by phone or video conference.
The arbitration will be conducted in English and New York law will
be the applicable law. Any such action or proceeding shall be
arbitrated on an individual basis and shall not be consolidated in any
arbitration with any claim, controversy, action or proceeding of any
other party. In the event of a claim or dispute, Licensor’s sole
remedy shall be limited to an action at law for money damages, if
any, and Licensor shall not have the right to in any way enjoin or
restrain ONErpm’s Site(s), services or other activities. In any action
or proceeding to enforce or interpret this Agreement, the prevailing
party will be entitled to recover from the other party its costs and
expenses (including reasonable attorneys’ fees) incurred in
connection with such action or proceeding and enforcing any
judgment or order obtained.
 i. This Agreement may be executed by digital or electronic signature, by a
“click through” format, and/or exchanged via e-mail or other digital means.

Licensor acknowledges that Licensor has been advised to seek independent

legal and business counsel with respect to this Agreement and that Licensor
has either sought and obtained such counsel or deliberately refrained from
doing so. This Agreement shall be deemed to be jointly drafted by the parties
and may not be construed against any party by reason of its preparation or
word processing.