Exclusive YouTube Services Agreement
Please read this agreement (the “Agreement”) carefully. By signing up for any of ONErpm’s YouTube-related services, you agree to be bound by the terms set forth below. If you do not accept this Agreement in its entirety, do not sign up for or opt into any YouTube-related services provided by ONErpm.
- Services. – During the Term (as defined below), you (“Owner,” “you”) hereby grant to Verge Records Internationals, Inc. dba “ONErpm” (“ONErpm”, “us”) the exclusive right throughout the Territory (as defined below) to administer, collect all revenue, and exploit all rights (“Services”) to the videos, sound recordings, underlying musical compositions, and all other visual, audio, and audio-visual materials (collectively referred to herein as “Content”) created or submitted by you for uploading, exploitation, and administration on the YouTube platform (or any successor service) on the channel(s) owned and/or controlled by you, which you choose to register with ONErpm (individually and collectively, the “Channel”).
- Owner’s Grant of Rights.
- During the Term and throughout the Territory, Owner grants to ONErpm the exclusive right:
- To identify potential claims against any unauthorized individuals who are using Owner’s Content on YouTube prior to or during the Term without Owner’s specific authorization;
- To claim and negotiate settlements with such unauthorized persons on Owner’s behalf on terms and conditions that ONErpm will elect in its sole discretion;
- To negotiate and grant on Owner’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 Owner’s Content on YouTube;
- To include Owner’s Content and the Channel within the network of YouTube channels owned or controlled by ONErpm;
- To monetize the Content and the Channel by licensing the exploitation of the Content and/or the Channel for distribution and exploitation on YouTube;
- To monetize the Content and the Channel by selling advertising and sponsorships;
- To procure, solicit, and arrange product, brand, or services integrations in or in association with the Content and/or the Channel (“Integrations”), subject to Owner’s approval;
- To collect any and all revenues generated by the Channel and/or Content from YouTube and related services and Integrations; and
- To access 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 Content, the adding of links, product placements, videos, annotations and other channels to Content and to the Channel at our sole discretion and to promote and advertise the Content and the Channel within YouTube and Google’s advertising platforms.
- During the Term, Owner shall transfer to ONErpm control over the administrative functions of the Channel; provided that Owner shall retain full control and ownership of, and absolute liability for, the Content and the Channel, including the “look” and “feel” as well as the content and comments within the Channel. Notwithstanding the foregoing, ONErpm may require Owner to remove any Content immediately upon a notice of copyright violation, or violation of any party’s rights, or concern thereof, or if such Content is in violation of the terms of this Agreement or violates any laws, rules, or regulations, including ONErpm’s or YouTube’s (and it’s parent company’s and affiliates’) terms, rules, policies, guidelines, or other business interests, in such party’s sole determination. Owner agrees not to disable any features that would interfere with ONErpm’s ability to carry out these Services and exercise the rights granted herein. 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.
- Owner hereby grants ONErpm the right to exploit Owner’s name, likeness, biography and logo in connection with ONErpm’s sales, marketing, and promotional efforts.
- For the avoidance of doubt, Owner shall retain all rights, title and interest in all Content licensed hereunder, except for ONErpm Funded Content (as defined below), including all intellectual property rights therein and nothing contained in this Agreement shall be deemed to transfer or convey from Owner to ONErpm any copyright or ownership interest in or to the Content. Notwithstanding the foregoing, the parties agree that they shall negotiate in good faith the agreement relating to any content funded by ONErpm during the Term (“ONErpm Funded Content”), including without limitation the ownership of the ONErpm Funded Content.
- During the Term and throughout the Territory, Owner grants to ONErpm the exclusive right:
- Term; Termination. – The initial term of this Agreement shall be two (2) years from the date Owner opts in to or signs up for YouTube Services with ONErpm (“Initial Term”). Following expiration of the Initial Term, the term of this Agreement will automatically renew for additional, successive, unlimited periods of one (1) year each (the Initial Term and all renewal periods shall be collectively referred to herein as the “Term”). Owner shall have the right to terminate the Term, effective as of the expiration of the then current period, by giving written notice to ONErpm no less than sixty (60) days prior to the end of the then current period. ONErpm shall have the right to terminate this Agreement at any time, upon notice to Owner, effective immediately.
- Territory. – The territory of this Agreement shall mean the World (the “Territory”).
- Revenue Share.
- In consideration of the rights granted to ONErpm hereunder, and conditioned upon Owner’s full and faithful performance of all the terms and conditions hereof, ONErpm shall pay to Owner seventy (70%) percent of all Net Receipts (as defined below) derived from YouTube or any related Google Service directly in connection with the Content and/or the Channel (excluding Net Receipts generated in connection with Integrations).
- With respect to Net Receipts generated in connection with Integrations, including, without limitation, any product placements or Channel- or Content-specific sponsorships or partnerships, ONErpm shall pay to Owner fifty (50%) percent of such Net Receipts.
- “Net Receipts” shall mean all monies collected and actually received by ONErpm from YouTube or any related Google Service or other third parties directly in connection with the Content, Owner’s Channels, and Integrations involving the Content, less any and all bona-fide costs and fees incurred in connection therewith, including, but not limited to, any and all taxes, tariffs or similar amounts that ONErpm may be obligated to withhold or pay.
- You shall be responsible for the payment of all taxes assessed to you and for all payments, mechanical royalties, override royalties, residuals or publishing royalties that maybe due to third parties (e.g. co-writers of Compositions, producers, side artists who are royalty/revenue participants associated with the Content). You hereby agree to fully indemnify ONErpm and hold ONErpm harmless from and against any and all claims, damages, costs (including attorneys’ fees), and sums related to tax, third party, or any other payment obligations related to the exploitation of the Content and sums received by you hereunder.
- ONErpm shall have the right to rely on accounting, usage, and other statements received from our sublicensees (including but not limited to YouTube Analytics) for all purposes hereunder.
- Payments, Accounting and Auditing Rights.
- ONErpm shall account to and pay Owner’s share of Net Receipts on an approximately monthly basis. Payments will be made to Owner via Paypal, and Owner is required to have a Paypal account in order to withdraw payments. Once Owner has initiated a withdrawal, it may take up to seven (7) business days for funds to appear in Owner’s account. All payments are made in the original currencies where the exploitation occurred. 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 rendered, and Owner hereby waives any longer statute of limitations that may be permitted by law.
- Representations and Warranties.
- Owner represents and warrants that: (i) Owner has the full right, power, and authority to enter into this Agreement, grant the rights set forth herein, and perform all of its obligations hereunder; (ii) it has not granted and will not grant nor exercise, during the Term of this Agreement, any such rights which would conflict with or impair the rights, privileges, duties, and responsibilities of ONErpm under this Agreement, (iii) it is the sole owner of the intellectual property rights associated with the Content submitted to ONErpm or that Owner has all appropriate licenses, authorizations, and rights related to the Content, on a Worldwide basis for the Term, to enter into this Agreement and grant the rights set forth herein; (iv) the Content shall be in full compliance with the YouTube Agreements (as defined below); (v) Content provided by Owner and ONErpm’s provision of the Services and exercise of the rights granted by Owner to it herein will not violate or infringe upon any rights, including without limitation copyright, contractual rights, and rights of privacy and publicity, of any third party; and (vi) Owner know of no material claims, nor basis for such claims, which may affect the ownership or validity of the content.
- Owner agrees to indemnify, defend and hold ONErpm, its affiliates, assigns, and licensees and their directors, officers, shareholders, agents, and employees harmless from and against any and all losses, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or connected with any breach or alleged breach by Owner of its representations, warranties, covenants, agreements or undertakings pursuant to this Agreement. ONErpm shall have the right to withhold payment of any and all moneys hereunder in reasonable amounts related to such claim or action.
- ONErpm shall have the unilateral right to remove any Content or other materials from the Website and Services that it deems, in its sole discretion, to violate the Website Agreements, the YouTube Agreements, or the terms and conditions of this Agreement.
- LIMITATION OF LIABILITY. – IN NO EVENT WILL ONERPM’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CAUSES OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT OF MONEY PAID BY ONERPM TO OWNER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ARISES. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 9 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 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.
- This Agreement contains the entire understanding and agreement between the parties with respect to the matters referred to herein and may only be modified by a writing electronically accepted and/or signed by the parties. This Agreement supersedes any other prior or contemporaneous agreements, whether written or oral, with respect to the subject matter hereof.
- If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, or if compliance with any provision in this Agreement is consistent with any court order imposed directly on a party to this Agreement, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and remain enforceable between the parties.
- As a condition precedent to any assertion by Owner that ONErpm is in default in performing any obligation contained herein or otherwise in breach of this Agreement, Owner 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 uncurable. 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.
- 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, employee, or representative.
- ONErpm will have the right to assign this Agreement to any affiliate or successor of ONErpm. Owner acknowledges and agrees that neither this Agreement nor any right or interest hereunder may be assigned or transferred by Owner without the express written consent of ONErpm.
- All notices hereunder shall be sent in writing via electronic mail or certified, registered or express mail (e.g., Federal Express). A copy of all notices to ONErpm shall also be sent simultaneously sent to The Law Offices of Jennifer Newman Sharpe, PLLC, 154 Grand Street, New York, NY 10013, Attn: Jennifer Newman Sharpe, Esq. and via email: Jennifer@jnslawoffices.com A copy of all notices to Owner shall be sent to the address or email address provided by Owner to ONErpm.
- Those provisions of this Agreement, which by their nature should survive expiration or termination of the Term, including without limitation the relevant provisions of Sections 7, 8, and 9, will survive any expiration or termination of this Agreement.
- This Agreement shall be deemed to have been made in the State of New York, and it’s validity, construction, performance and breach shall be governed by the laws of the State of the New York, without regard to its conflict of laws provisions.
- All actions or proceedings seeking the interpretation or enforcement of this Agreement shall be submitted for final binding arbitration under the commercial rules then pertaining of the American Arbitration Association in New York City. 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, Owner’s sole remedy shall be limited to their remedy at law for damages, if any, and Owner shall not have the right to in any way enjoin or restrain ONErpm’s Site, Services or other activities.
Owner acknowledges that it has been advised to seek independent legal and business counsel with respect to this Agreement and that Owner 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.
BY CLICKING “I AGREE”, YOU AGREE TO ENTER INTO THIS YOUTUBE SERVICES AGREEMENT WITH VERGE RECORDS INTERNATIONAL, INC. D/B/A “ONERPM” UNDER THE TERMS AND CONDITIONS SPECIFIED ABOVE. IF YOU DON’T AGREE WITH THE TERMS AND CONDITIONS OR DON’T WANT TO ENGAGE ONERPM TO PERFORM THE SERVICES OUTLINED ABOVE, DO NOT CLICK “AGREE.”