Legal

EXCLUSIVE MUSIC PUBLISHING ADMINISTRATION AGREEMENT

This agreement (the "Agreement") is made as of 2018-12-11 11-12-57 (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 standard terms and conditions attached hereto as Schedule A ("Standard Terms and Conditions").  

You understand that by opting into this Agreement and/or using the publishing 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 publishing administration services of ONErpm.  The "Effective Date" of this Agreement is the date on which you first opt into or use the publishing administration services of ONErpm.

Basic Terms

1.     Compositions: The Compositions subject to this Agreement shall include all musical compositions, including lyrics, if any, owned or controlled by Licensor, in whole or in part, during the Term, including, without limitation, those musical compositions owned or controlled by Licensor, in whole or in part, as of the Effective Date.

2.     Grant of Rights: ONErpm shall have the following basic rights in accordance with the Standard Terms and Conditions in addition to the rights granted under the Standard Terms and Conditions:
a.     exclusive administration rights for the Compositions;
b.     non-exclusive synchronization rights for the Compositions and Subject Masters;  
c.     exclusive "micro" synch licensing rights for the Compositions; and
d.     exclusive Content ID rights.

3.     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 administration of the Compositions and Subject Masters, including "micro-sync" licensing, Content ID, the "publisher's share" of public performance royalties, and Synchronization Licensing (but excluding Procured Uses); and
b.     50% of Net Receipts received by ONErpm attributable to each Procured Use.

4.     Term: This Agreement shall commence as of the Effective Date and continue for one (1) year from the Effective Date (the "Term"), after which the Term will automatically renew and continue for additional, successive one (1) year periods, until terminated in accordance with the Standard Terms and Conditions.

5.     Post-Term Rights: Exclusive right to collect Net Receipts generated from exploitations during the Term for a period of twelve (12) months following expiration or termination of the Term (the "Collection Period").

6.     Territory: Universe

This Agreement shall consist of the Basic Terms, and the Standard Terms and Conditions and any schedules or exhibits attached thereto.  In the event of any conflict between the Basic Terms and the Standard Terms and Conditions, the Basic Terms shall govern.

Each party understands that the Standard Terms and Conditions contain a binding arbitration provision in section 10(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, each party expressly consents to the such arbitration provision in section 10(h) of the Standard Terms and Conditions.

Schedule A
Standard Terms and Conditions

1.     Certain Definitions.
a.     "Compositions" means 100% of Licensor's right, title and interest in, including, without limitation, the titles, lyrics and music of: (i) the musical compositions set forth as Compositions in the Basic Terms; and (ii) all musical compositions submitted by Licensor to ONErpm. "Licensor" shall be deemed to include any affiliate of Licensor, which shall include any person or entity that now or during the Term directly or indirectly owns or controls, or is owned or controlled by, Licensor or any present or future holders of capital stock or any membership interest or other equity securities in any of the foregoing, and/or any person or entity directly or indirectly owning or controlling any of the foregoing.
b.     "Net Receipts" means all monies actually received by or credited to ONErpm, after deduction of any third party Sub-Administrator, collection agency, or copyright society (e.g., performing, neighboring, or mechanical rights societies) fees, directly attributable to the exploitation of the Compositions less any money transfer transaction processing fees, applicable taxes and required tax withholding in applicable territories, and union scale fees (where applicable).
c.     "Procured Use" means an exploitation of a Composition and/or Subject Master that is, as a direct and proximate result of ONErpm's or its Sub-Administrator's contacts and/or efforts (including general promotion of its catalog), the subject of any mechanical, synchronization, or other license, and includes any and all licenses derived therefrom. For purposes of this Agreement and without limiting any of ONErpm's rights hereunder, Procured Uses shall include, without limitation, "cover recordings" recorded as a result of ONErpm's or its Sub-Administrator's contacts and/or efforts and Compositions that are composed in connection with collaborations arranged by ONErpm or its Sub-Administrator.
d.     "Recoupable Costs" means any and all out-of-pocket costs and expenses directly attributable to the administration, distribution, exploitation, marketing, promotion, or advertising of the Compositions hereunder, including, without limitation, costs of copyright registration, collection, printing, arranging, and selling printed editions of the Compositions, and any sums paid to arrangers, adaptors, or translators of the Compositions.
e.     "Site(s)" means ONErpm's website(s).
f.      "Sub-Administrator" shall mean all sub-administrators, sub-publishers and synchronization agents or representatives of ONErpm, if any.
g.     "Subject Masters" means any and all master recordings (or any part thereof, and if in part, solely to the extent of such part) which embody a Composition and are owned and/or controlled by Licensor and which are not otherwise subject to a prior agreement with any third party for the rights in question. The existence of any and all such prior agreements shall be made known to ONErpm in writing (email sufficing) prior to the Effective Date.
h.     "Works" means the Subject Masters and the Compositions.
2.     Grant of Rights.
a.     Licensor hereby grants and licenses to ONErpm the following irrevocable, sub-licensable, exclusive (except where expressly indicated as non-exclusive) rights, license, privilege and authority throughout the Territory and during the Term:
i.     To register the Compositions, if Licensor has not already done so, on Licensor's behalf with the relevant performance rights organizations (e.g., ASCAP or BMI) and other societies and licensing agencies (e.g., The Harry Fox Agency) in accordance with their then current rules, terms and conditions. If Licensor is already affiliated or registered, Licensor agrees to submit one or more letters of direction to enable ONErpm to administer Licensor's account on its behalf during the Term and Collection Period;
ii.     To perform, synchronize, and license others to perform the Compositions publicly or privately, for profit or otherwise, by means of public or private performance, broadcast, television, or by any other means or media, whether now known or hereafter conceived or developed;
iii.     To substitute new titles for any of the Compositions, and to make any arrangement, adaptation, translation, dramatization or transposition of any of the Compositions or of the titles, lyrics or music thereof, in whole or in part, and in connection with any other musical literary or dramatic material, and to add new lyrics to the music of any Composition or new music to the lyrics of any Composition, and to prepare derivative works based on the Compositions, regardless of any so-called "moral rights";
iv.     To secure copyright registration and protection of the Compositions on Licensor's behalf, including any and all renewals and extension thereof, throughout the universe;
v.     To make or cause to be made, and to license others to make, phonograph records, master recordings, transcriptions, soundtracks, pressings and any other mechanical, electrical or other reproductions of the Compositions, in whole or in part (including the right to grant licenses to third parties authorizing so-called "sampling" and/or interpolation of the Compositions), and to use, publish, reproduce, manufacture, distribute, advertise, adapt to digital media, license, sell, or otherwise exploit such reproductions for any and all purposes, including, without limitation, private and public performances, radio broadcast, television, sound motion pictures, wired radio, phonograph records, and any and all other means and devices, whether now known or hereafter conceived or developed;
vi.     The non-exclusive right to grant licenses of any duration for the recording and synchronization of the Compositions and/or the Subject Masters, for any and all purposes, in connection with any and all audiovisual works and devices, including, without limitation, motion pictures, television productions, films, videos, commercials and any and all other means and devices, whether now known or hereafter conceived or developed;
vii.     To administer and collect under so-called "micro-sync" licenses, as that term is understood in the U.S. music publishing industry. "Micro-sync" licenses include, by way of example and not limitation, blanket licenses for use of Compositions (or portions thereof, including lyrics or metadata) in videos, "art tracks," and other audio-visual content on social media platforms, within user-generated videos, slideshows, presentations and similar multimedia projects, in software apps, and on video sites and services such as YouTube, Vevo, and Vimeo. With regard to YouTube, ONErpm's rights include the right to identify, "claim" and "monetize" videos containing the Compositions by allowing the display of advertising, although Licensor may be responsible for reviewing those videos and confirming that they do, in fact, contain Licensor's Compositions. If Licensor's YouTube Channel is administered by ONErpm and Licensor provides ONErpm with accurate details identifying Licensor's YouTube channel, then subject to the rest of these terms, Licensor's channel will be "whitelisted.";
viii.     To print, public, sell, and multiply, and to authorize others to print, publish, sell, and multiply, copies of the Compositions, in all forms, including, without limitation, sheet music, orchestrations, arrangements and other editions of the Compositions, separately or together with other musical Compositions, including, without limitation, in song folios, compilations, song books, mixed folios, personality folios and lyric magazines, with or without music;
ix.     To sublicense any or all of the rights granted herein to any person, firm or corporation, subject to any approvals or restrictions contained herein;
x.     To exercise and exploit during the Term, exclusively, any and all other rights now or hereafter existing in any and all Compositions under and by virtue of any common law or statutory laws or provisions, including without limitation, copyright laws, including so-called grand rights and small performance rights;
xi.     To collect all monies derived from exploitation of the Compositions during the Term throughout the Territory, through the expiration of the Collection Period; and
xii.     To use the names (real and professional), biographical information, logos, trademarks, and likenesses of Licensor and the writers of the Compositions solely in connection with the marketing and/or promotion of Compositions delivered in connection with this Agreement.
b.     Notwithstanding anything to the contrary contained herein, ONErpm will not, without Licensor's prior, written approval (approvals via email and approvals by Licensor's attorney or other representatives shall suffice) in each instance, grant the following rights to third parties in connection with the Compositions delivered hereunder:
i.     Synchronization licenses for political endorsements or in advertisements relating to alcohol, tobacco, political or religious organizations or causes or personal hygiene products or for use in a motion picture or other audiovisual work which receives a rating of "NC-17" or "X" or equivalent (which ONErpm knew or reasonably should have known such motion picture would receive at the time of such license);
ii.     Substitute new titles or any of the Compositions, or to make any arrangement, adaptation, translation, dramatization or transposition of any of the Compositions or of the titles, lyrics or music thereof, in whole or in part, or in connection with any other musical, literary or dramatic material, or to add new lyrics to the music of any Composition or new music to the lyrics of any Composition, or to prepare derivative works based on the Compositions, nor grant any third party a share of copyright interest in any of the foregoing;
iii.     "first use" licenses;
iv.     Mechanical licenses at less than the then-applicable statutory rate in the United States or then-prevailing rate in Canada;
v.     Grand rights; or
vi.     So-called "sample" licenses.
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 the Licensor.

4.     Licensor Obligations.         
a.     Licensor shall:
i.     immediately following Licensor's execution of this Agreement, Deliver to ONErpm the Compositions and corresponding Subject Masters (if not previously delivered to ONErpm) owned and/or controlled by Licensor as of the Effective Date;
 ii.     thereafter, and throughout the Term, Delivery to ONErpm any and all other Compositions subject here, and the corresponding Subject Masters, promptly following creation of (or Licensor's acquisition of an interest in) the same; and
 iii.     register for an account with ONErpm through its Site (as directed by ONErpm) in order to Deliver the Compositions to ONErpm and receive income payable to Licensor pursuant to the Basic Terms.
b.     Some of the services provided by ONErpm, including publishing administration, may be subject to payment of a one-time, up-front fee by Licensor to ONErpm. 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.
c.     "Delivery" of a Composition means ONErpm's actual receipt of: (i) a lyric sheet; (ii) a high quality digital file, in a format of ONErpm's choosing, of the Composition; (iii) satisfactory written clearance of all third party rights in the Composition, including, but not limited to, clearance of all rights in and to any "samples" or "interpolations" embodied in such Composition; (iv) copies of "split letters" and other agreements with all songwriters of the Composition; (v) agreements under which any Licensor controlled songwriters served or are to serve as producer (including but not limited to vocal producer) for any recording embodying a Composition; (vi) the name, title, Licensor's interest in, co-owners and publishers and their respective interests, and copyright registration number (if any) of the Composition; (vii) the recording artist, producer, ISRC, initial release date and releasing company of records embodying the Compositions, including the Subject Masters; (vii) a list of copyright notices and credits to be accorded in connection therewith; and (viii) any other documentation that ONErpm may reasonably request.
5.     Accounting.
a.     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 Works from all sources specified herein and the amount due to the 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 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 sub-licensees, sub-administrators, and synch agents for all purposes hereunder. 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.
b.     No royalties shall be paid on any complimentary copies of the Compositions, copies of the Compositions sold but not paid for, copies of the Compositions sold and returned or for advertising purposes unless ONErpm receives compensation therefor.
c.     In the event that Licensor receives directly or is credited for any monies that should have been collected by ONErpm pursuant to the terms hereof, Licensor shall hold such amounts in trust for the benefit of ONErpm and shall remit to ONErpm such amounts (together with any and all accompany accounting statements) within ten (10) business days after receipt thereof.
d.     In no event shall Licensor be entitled to share in any advance payments, guarantee payments or minimum royalty payments that ONErpm may receive in connection with any collection agreement, licensing agreement or other agreement in respect of the Compositions; provided that, in the event that any such payments are specifically attributable to any or all of the Compositions, then Licensor's pro-rata share of such payments shall be credited to Licensor's account hereunder.

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 is the owner of the Works and all rights in and to them, under copyright and otherwise, throughout the Territory. Licensor has and shall continue to have the full right, power and authority to enter into and fully perform this Agreement. Without limiting the foregoing, no consent of any third party is required, nor shall it be required, in order to effectuate the grant of rights made to ONErpm under this Agreement, or ONErpm's enjoyment of such rights and the proceeds thereof as contemplated hereunder.
ii.     All registration information and other information that Licensor submits to ONErpm is and will remain completely, truthful and accurate in all respects. Licensor will promptly notify ONErpm if any information changes or needs to be updated.
 iii.     There are no claims or threats of claims of litigation involving the Works, and the Works are and shall be free from any adverse claims, liens, or encumbrances of any kind by any person or entity.
iv.     Neither the music, title, lyrics, or other material comprising the Compositions and/or Subject Masters, nor any part thereof, is or shall be a copy of any other copyrighted work, or infringes or shall infringe upon any statutory or common law rights of any third party; or violates or shall violate any statutory or common law. Without limiting the foregoing, no Composition embodies a portion of a musical composition other than musical compositions which have been licensed (in writing) by all applicable third parties for embodiment on the applicable Composition.
 v.     Any sale, assignment, transfer, mortgage or licensing or other grant of rights in or to Licensor's interest in any of the Works shall be subject to ONErpm's rights hereunder and the terms and conditions hereof.
 vi.     Licensor shall execute any further documents with ONErpm or its Sub-Administrator may reasonably deem necessary or desirable to effectuate the intent and substance of this Agreement. If Licensor shall fail or refuse to execute and deliver any such further document(s) within ten (10) business days following ONErpm's request therefor, Licensor hereby appoints ONErpm and its Sub-Administrators as Licensor's true and lawful limited attorney-in-fact solely to execute such document(s) in Licensor's name and on Licensor's behalf. Such power of attorney is irrevocable and is coupled with an interest. ONErpm shall undertake to provide Licensor with copies of any such documents it or its Sub-Administrator signs in Licensor's name, provided that an inadvertent failure to do so shall not constitute a breach of this Agreement.
 vii.     ONErpm shall not be required to make any payments of any nature for, or in connection with, the exploitation of the Works except as specifically set forth herein. Licensor warrants and represents that ONErpm will not have any obligation to pay any third-party songwriters and/or composers of the Compositions and any other third parties any royalties, shares of profits and/or other consideration ("Third-Party Royalties") payable for any exploitations of the Compositions, including but not limited to any sums in excess of the aggregate amounts to be paid to Licensor by ONErpm pursuant to the terms of section 5 hereof.
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.     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 TWO (2) 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(C) 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; Post-Term Rights.
a.     The Term of this Agreement may be terminated in writing by either party at least ninety (90) days prior to the end of the then current period. 
b.     ONErpm and its Sub-Administrators shall have the right to collect during the Collection Period all income payable in respect of exploitations of the Compositions and Subject Masters subject to this Agreement that was earned during the Term, as set forth in the Basic Terms.
c.     Sections 6, 7, 8(b), and 10 of this Agreement shall survive termination of this Agreement.
9.     Enforcement of Rights in Compositions.
a.     Licensor hereby irrevocably grants to ONErpm the non-exclusive, sub-licensable  right during the Term, in ONErpm or its Sub-Administrators' sole discretion, to enforce, protect, and defend all rights in and to the Compositions and, to the extent applicable, the copyrights thereof.  Licensor hereby irrevocably grants to ONErpm the right during the Term to settle any disputes pertaining to the Compositions, provided, however, that any settlement that reduces Licensor's copyright interest in a Composition is subject to Licensor's prior written consent, not to be unreasonably conditioned, delayed or withheld. Notwithstanding the foregoing, Licensor shall have approval over the initiation of any action.
b.     In the event of any recovery in respect of the Compositions, the proceeds thereof shall be divided between Licensor and ONErpm pro rata pursuant to section 5 in the Basic Terms hereinabove, after deduction of any and all Sub-Administrator fees and all out-of-pocket costs incurred in obtaining such recovery, including reasonable outside attorneys' fees, or, if such expenses exceed the amount of monies recovered, ONErpm may recoup a prorated percentage of such excess out of monies payable to Licensor pursuant to such recover.
c.     Licensor shall promptly notify ONErpm of any and all third party claims asserted in respect of the Compositions and/or the rights granted to ONErpm hereunder.
10.     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/about/terms), Privacy Policy (at https://onerpm.com/about/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). 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 subject matter hereof, if any. This Agreement may only be modified by a writing electronically 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. 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 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.
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. 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 the 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 in counterparts and exchanged via e-mail or facsimile, each of which shall be deemed an original and all of which together shall be deemed one and the same instrument.
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.