Legal

Master Rights Administration Agreement

 

The following is the master rights administration agreement (the “Agreement”) between you and Verge Records International, Inc. dba ONErpm (“ONErpm”).  Please read the Agreement carefully as it is a binding contract between you and ONErpm.

You understand that by creating an account with ONErpm and/or using the Services offered by ONErpm through the Site or with respect to your ONErpm account, you agree to be bound by the terms set forth below.  If you do not accept this Agreement in its entirety, do not access or use the Services offered by ONErpm.  The “Effective Date” of this Agreement is the date on which you first opt into or sign up for any of the Services provided by ONErpm or submit Masters or Videos for exploitation or other use by ONErpm as authorized hereunder.

1.         ServicesONErpm distributes music and audiovisual recordings via the Internet through its website(s) (the “Site(s)”), facilitates and manages the distribution and exploitation of music and audiovisual recordings through third party Internet retailers and platforms, including, without limitation, platforms and services which may come into existence or be developed after the Effective Date (“Third Party Platforms”), and provides other services regarding the use and exploitation of music and audiovisual recordings for the purposes of selling and otherwise exploiting music and audiovisual recordings (collectively, the “Service(s)”).  You own or otherwise control the rights to the master recordings (individually and collectively, the "Masters"), audiovisual recordings (individually and collectively, the “Videos”), intellectual property and other materials submitted by you to ONErpm during the Term (the Masters, Videos, Album Materials, and other materials submitted by you to ONErpm shall be individually and collectively referred to herein at times as the “Content”).

2.         Term. The term of this Agreement shall commence as of the Effective Date and continue for successive, unlimited one (1) month periods until terminated in accordance with the Agreement (the “Term”).  You shall have the right to terminate the Term by giving thirty (30) days prior written notice to ONErpm, which termination will become effective at the end of the current period. ONErpm shall have the right to terminate this Agreement at any time, upon notice to you, effective immediately.

3.         Territory. The territory of this Agreement will be the universe, unless otherwise agreed to in writing by the parties (the “Territory”).

4.         Grant of Rights. You hereby grant to ONErpm the following irrevocable, sub-licenseable rights throughout the Territory and during the Term:

a.          The 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 digitally distribute, reproduce, transmit, license, sell (including without limitation via downloading, streaming, subscription services and burning), 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) (“Direct Distribution”) or the sites, platforms or services of the Third Party Platforms;

c.          The exclusive right and license to digitally distribute, reproduce, transmit, license, sell (including without limitation via downloading, streaming, subscription services and burning), 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 the Third Party Platforms. Such rights shall include the right to make, display, reproduce, and distribute video clips and/or separate images (e.g., thumbnails) of video stills from the Videos in connection with the promotion, advertising, and marketing of the Videos and the Services;

d.         The right and license to stream and/or broadcast the Masters, whole or in part, on a gratis basis for purposes of inducing users to download the Masters ("Preview Clips"). You agree 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 and administer the exploitation of audio, visual, and audiovisual recordings and other content (“UGC”) embodying the Masters on the Internet, via YouTube or otherwise including, without limitation, the management of YouTube’s Content ID with respect to the Masters and such UGC, and the tracking, monetizing, taking down or blocking of such UGC on the Internet (“Content ID”);

f.          The non-exclusive right and license to use in the Territory the approved name, likeness, 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 you to ONErpm shall be deemed approved for purposes hereof, (ii) you understand that credit may not be provided in connection with all uses of the Masters and Videos hereunder and, (iii) you unconditionally waive, on behalf of itself and all third parties having an ownership interest in the Masters and Videos, any and all moral rights with respect to the right of attribution that you may have in respect of the Masters and Videos to the extent permitted by applicable law;

g.         The 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 you do not own or control such musical compositions, you shall obtain licenses for such compositions pursuant to subsection 6(c) below; and

h.          The non-exclusive right, subject to your prior written approval in each instance (email being sufficient), to license and cause others to license the use, exploitation, and performance of the Masters and, to the extent owned or controlled by you, 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 (the “Synchronization Rights”).

i.          If you opt into ONErpm’s Services with respect to Digital Performance Rights (as defined below) administration via electronic mail or via the Site, the exclusive right and license to: (i) register, on your behalf, with SoundExchange and other similar organizations and licensing agencies which collect Digital Performance Royalties (as defined below) in the Territory; (ii) claim and collect, on your behalf, all Digital Performance Royalties and other amounts owed to you for the exercise and exploitation of Digital Performance Rights of the Masters; and (iii) otherwise exercise and exploit and allow others to exercise and exploit, the Digital Performance 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. “Digital Performance Rights” means the rights to perform a copyrighted work publicly by means of a digital audio transmission. “Digital Performance Royalties” means public performance royalties (but specifically excluding public performance royalties payable in connection with the underlying musical compositions embodied on the Masers) payable to you as a result of or in connection with the public performance of the Masters, including, without limitation, those payable by SoundExchange, or by any other person or entity that collects public performance royalties on behalf of sound recording copyright owners;

j.          If you submit 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 (collectively referred to herein as “YouTube Content”) owned, created or submitted by you for uploading, exploitation, and administration on the YouTube channel submitted by you to ONErpm, including any directly related or affiliated channels (individually and collectively, the “Channel”), 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 your specific authorization; (ii) claim and negotiate settlements with such unauthorized persons on your behalf on terms and conditions that ONErpm will elect in its sole discretion; (iii) negotiate and grant on your 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) procure, solicit, and arrange product, brand, or services integrations in or in association with the YouTube Content and/or the Channel (“Integrations”), subject to your approval; (viii) collect any and all revenues generated by the Channel and/or YouTube Content from YouTube and related services and Integrations; and (ix) 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 except Integrations 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 the 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. You agree 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 specifically specified herein, the foregoing grant of rights are exclusive throughout the Territory during the Term such that you 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. You acknowledge and agree that ONErpm may utilize third parties to exercise the rights granted to it hereunder.

5.         Reservation of Rights. ONErpm shall not edit, remix, resequence or otherwise alter any Content delivered by you to ONErpm in any manner, except as otherwise set forth herein or as expressly elected, opted into or authorized by you.  All rights not specifically granted to ONErpm herein are expressly reserved for you.

6.         Your Obligations.        

a.          Upon the execution of this Agreement and throughout the Term with respect to new Content distributed by ONErpm, you shall:

(i)         deliver to ONErpm the Masters and Videos in a digital or electronic format approved by ONErpm or by any other format approved by ONErpm;

(ii)        transfer to ONErpm control over the management and administrative functions of the Channel; provided that you shall retain all rights in, including ownership of and absolute liability for, the YouTube Content and the Channel. ONErpm may remove or may require you 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;

(iii)       deliver to ONErpm all release assets, including, but not limited to, the Content files and metadata, high resolution Album Materials, credit information, marketing information, and such other related information as may be required by ONErpm, prior to release of the applicable Master and/or Video (recommended four weeks prior to scheduled release date); and

(iv)       not re-record or perform on a recording of any of the musical compositions embodied in the Masters nor remix or re-release any of the Masters, in whole or in part, unless such recordings are released by ONErpm.  

b.         Some of the Services provided by ONErpm may be subject to payment of a one-time, up-front fee by you to ONErpm. These Services are optional to you, and you 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.

c.         You shall obtain and pay for any necessary clearances and licenses in the Territory for all of the 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 your responsibility to verify in writing). Accordingly, you 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 you with respect to the Content, unless you have verified in writing that the Third Party Platforms have paid such royalties.

d.         You shall register for an account with ONErpm through the Site in order to receive amounts payable to you pursuant to section 7 below. 

7.         Payments.

a.          In full consideration of the rights granted to ONErpm hereunder, and conditioned upon your full and faithful performance of all the terms and conditions hereof, you shall be paid:

i.          Eighty-Five (85%) percent of Net Receipts resulting from the exploitations of the Masters via Third Party Platforms and Direct Distribution (excluding, for the avoidance of doubt, YouTube, Content ID, mobile stores, video stores, Integrations, and Synchronization Rights);

ii.         Seventy (70%) percent of Net Receipts resulting from the administration and exploitation of the Masters via mobile stores and from Content ID, the Videos via YouTube, and the YouTube Channel Admin Services (excluding Integrations);

iii.        Fifty (50%) percent of Net Receipts resulting from exploitations of the Videos via Third Party Platforms, excluding YouTube (e.g. Apple Music, Tidal, and Vevo);

iv.        Eighty-Five (85%) of Net Receipts in connection with Digital Performance Royalties, if applicable;

v.         Fifty (50%) percent of license fees (e.g., synchronization fees) received by ONErpm directly in connection with and solely attributable to ONErpm’s exploitation of the Synchronization Rights; and

vi.        Fifty (50%) percent of Net Receipts generated from Integrations.

b.         “Net Receipts” shall be understood to mean all monies actually received by or credited to ONErpm directly attributable to the sale, license, exploitation or use of the Masters, Videos, or Channel hereunder, as applicable, less any and all money transfer transaction processing fees, applicable sales taxes and required tax withholding in applicable territories, third party marketing costs directly attributable to the marketing of the Masters, and union scale fees (where applicable).

c.         Your Share of Net Receipts shall be inclusive of, and you shall be solely responsible for the payment 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.  You shall be responsible for the payment of all taxes assessed to you with respect to the all income received by you 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.

d.         ONErpm shall account to and pay your share of Net Receipts on an approximately monthly basis. Payments will be made to you in USD via Paypal via the Site, and you are required to have a Paypal account in order to withdraw payments. Once you have initiated a withdrawal, it may take up to seven (7) business days for funds to appear in your account. 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 you hereby waive any longer statute of limitations that may be permitted by law.

e.         You agree that ONErpm may freeze and withhold any and all revenues in your account that are received by ONErpm in connection with Content that ONErpm believes, in its sole and reasonable discretion, violates this Agreement or the Site Agreements (defined below). If ONErpm has a good faith belief that such revenues are the result of fraud or infringement by you, then such revenues shall be forfeited by you. To the extent any fraudulent and/or infringing activities are determined to be caused by you or your 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 you hereunder. Certain Third Party Platforms may also have policies related to fraud and suspected fraudulent activities, and you agree that it is your responsibility to investigate such policies, if any, and that such policies shall be binding upon you.

8.         Representations and Warranties; Indemnification.

a.         You represent and warrant that: (i) you have the right to enter into this Agreement and to perform all of your obligations hereunder and grant the rights set forth herein; (ii) you are, and can demonstrate to ONErpm’s full satisfaction that you are the owner of or otherwise control or have 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; (iii) you shall not grant and have not granted to any third party any rights that are inconsistent with the rights granted to ONErpm hereunder; (iv) you 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; (v) the Content (including, without limitation, the Masters, Videos, Album Materials, YouTube Content, and any underlying musical compositions embodied therein) or any other materials furnished by you 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 (vi) you knows of no material claims, nor basis for such claims, which may affect the ownership or validity of the Content.

            b.         You agree 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 you of any warranty, representation or agreement made herein or pertaining to any act, error, or omission committed by you or any person or entity acting on your behalf or under your 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 you hereunder in reasonable amounts related to such claim or action pending the disposition thereof. 

c.         You agree to be bound by the Terms of Use, Privacy Policy, and other agreements entered into by you on the Site (the “Site Agreements”) located on the website onerpm.com (the “Site”), as the same are amended or updated from time to time on the Site, which are incorporated herein by reference. To the extent the terms of the Site Agreements conflict with this Agreement, the terms of this Agreement shall govern. You further agrees to be bound by the Third Party Platforms’ terms of use, privacy policies and related agreements (the “Third Party Platform Agreements”) as they pertain to you, the use of YouTube’s or the Third Party Platforms’ services, the Content, and the rights granted hereunder.

d.         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.

9.         Limitation of Liability. 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 YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING 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 YOU 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 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.

10.       Miscellaneous.

a.         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.

b.         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.

c.         As a condition precedent to any assertion by you that ONErpm is in default in performing any obligation contained herein or otherwise in breach of this Agreement, you 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.

d.         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.

e.         ONErpm will have the right to assign this Agreement to any affiliate or successor of ONErpm. You acknowledge and agree that neither this Agreement nor any right or interest hereunder may be assigned or transferred by you without the express written consent of ONErpm.

f.          All notices hereunder shall be sent in writing via electronic mail.  If ONErpm provides notice to you, ONErpm will use the contact information provided by you upon registration with ONErpm or as updated by you, 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 your account on the Site. All notices to ONErpm shall be sent to support@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.

g.         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 8, 9, and 10, will survive any expiration or termination of this Agreement.

h.         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. 

i.          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, your sole remedy shall be limited to their remedy at law for damages, if any, and you shall not have the right to in any way enjoin or restrain ONErpm’s Site, Services or other activities.

You acknowledge that you have been advised to seek independent legal and business counsel with respect to this Agreement and that you have 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.