Welcome to the ONErpm website, located at www.onerpm.com (the “Site”). The following Agreement contains the terms and conditions that govern your use of the Site and the services offered by ONErpm through the Site (collectively, the “Services”).
- Modification of this Agreement Verge Records International, Inc., along with its licensees, affiliates, and assignees (collectively, “ONErpm”) reserves the right to revise this Agreement in its sole discretion at any time and without prior notice to you other than by posting the revised Agreement on the Site. Any revisions to this Agreement are effective upon posting. It is your responsibility to visit this page periodically to ensure your continued acceptance of this Agreement. Your continued use of the Site and/or Services after a revised version of this Agreement has been posted to the Site constitutes your binding acceptance of such revision and the revised Agreement
- Use of the Site and Services Eligibility.
- Proprietary Rights
The Site and the content, marks, logos, and other materials on the Site (“Site Content”) are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Site and Site Content, including all associated intellectual property rights, are the exclusive property of ONErpm and its licensors. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Site or Site Content.All trademarks, service marks, logos, trade names, and any proprietary designations of ONErpm used herein are trademarks or registered trademarks of ONErpm. Any other trademarks, service marks, logos, trade names, and other proprietary designations are the trademarks or registered trademarks of their respective parties.
- Representations and Warranties
You warrant and represent that: (i) you have the full power and authority to enter into and perform under this Agreement, which is a valid, legal, and binding agreement between the parties; (ii) your use of the Site and/or Services will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity, contractual, or other legal right of any third party and will comply with all applicable laws, rules, and regulations; (iii) there are no claims, demands, or any form of litigation pending or, to the best of your knowledge, threatened with respect to any of your content or materials furnished to ONErpm by you in connection with the Site and/or the Services; (iv) ONErpm will not be required to make any payments to any third party in connection with your use of the Services and/or Site; and (v) the content and materials furnished by you to ONErpm via the Site and/or in connection with the Services do not and will not contain viruses or any other programs or technology designed to disrupt or damage any software or hardware.
You agree to indemnify and hold ONErpm and its employees, representatives, agents, affiliates, directors, officers, managers, and shareholders (the “Parties”) harmless from any damage, loss, or expense (including, without limitation, attorneys’ fees and costs) incurred in connection with any third party claim, demand, or action brought against any of the Parties in connection with your breach or alleged breach of this Agreement. If you have to indemnify ONErpm under this section, ONErpm will have the right to control the defense, settlement, and resolution of any claim at your sole expense. You may not settle or otherwise resolve any claim with ONErpm’s express written permission.
- Disclaimer and Limitations
Disclaimer of Warranties. ONERPM PROVIDES THE SITE AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. ONERPM DOES NOT REPRESENT OR WARRANT THAT THE SITE, SERVICES, OR ITS USE: (I) WILL BE UNINTERRUPTED, (II) WILL BE FREE OF INACCURACIES OR ERRORS, (III) WILL MEET YOUR REQUIREMENTS, OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE THAT YOU USE. ONERPM MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT.Exclusion of Damages. ONERPM WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO, OR CONNECTED WITH THE USE OF THE ONERPM SERVICE, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.Limitation of Liability. IN NO EVENT WILL THE LIABILITY OF ONERPM EXCEED THE GREATER OF (I) THE AMOUNT PAID OR PAYABLE BY ONERPM TO YOU DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY OR (II) $100.
ONErpm may suspend or terminate your use of the Site and/or Services if it believes, in its sole and absolute discretion, that you have breached this Agreement. Sections 4, 5, 6, 8, and 9 of this Agreement shall survive termination.
All notices required or permitted to be given under this Agreement will be in writing and delivered to the other party by any of the following methods: (i) U.S. mail, (ii) overnight courier, or (iii) electronic mail. If you give notice to ONErpm, you must use the following addresses: Verge Records International, Inc., 2005 Russell Street, Nashville, TN 37206 or support@ONErpm.com. If ONErpm provides notice to you, ONErpm will use the contact information provided by you to ONErpm. All notices will be deemed received as follows: (i) if by delivery by U.S. mail, seven (7) business days after dispatch, (ii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iii) if by electronic mail, 24 hours after the message was sent, if no “system error” or other notice of non-delivery is generated. If applicable law requires that a given communication be “in writing,” you agree that email communication will satisfy this requirement.
- Dispute Resolution
You and ONErpm agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, or to the use of the Site and/or Services (collectively, “Disputes”) will be settled by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “Rules”), as modified by this Agreement, except that ONErpm retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You acknowledge and agree that you and ONErpm are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and ONErpm otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void.The arbitration shall be conducted in the English language. A single independent and impartial arbitrator shall be appointed pursuant to the Rules, as modified herein. You and ONErpm agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce costs and burdens on the parties: (i) the arbitration shall be conducted by telephone, online, and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (ii) the arbitration shall not require any personal appearances by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- Copyright Infringement Claims
ONErpm respects the intellectual property of others and takes the protection of copyrights and all other intellectual property very seriously and asks that its users do the same. Infringing activity will not be tolerated on or through the Site or Services. ONErpm will promptly remove or disable materials from the Site that ONErpm believes in good faith, following its receipt of notice in accordance with the requirements below, that the materials infringe a third party’s rights. Whether or not ONErpm disables access to or removes materials, ONErpm may attempt to forward the written notification, including the complainant’s contact information, to the user who posted the content and/or take other reasonable steps to notify the user that ONErpm has received notice of an alleged violation of intellectual property rights or other violation. ONErpm may also, in its discretion, terminate the accounts of repeat copyright infringers or of those who post inaccurate or unlawful content.Any notice or counter-notice you submit must be truthful and submitted under penalty of perjury. A false notice or counter-notice may give rise to personal liability. You may want to seek the advice of legal counsel before submitting a notice or a counter-notice.Procedure for Reporting Claimed InfringementIf you believe in good faith that your copyright or other intellectual property rights have been infringed, please provide us with a written notice containing:
- Your name, telephone number, address, and e-mail address;
- A description of the copyrighted work that you claim has been infringed;
- A description of the material on the Site that you believe is infringing the copyrighted work and where such material may be found on the Site;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
- Your electronic or physical signature. Please submit your notice to ONErpm as follows: Email: copyright@ONErpm.com
By U.S. mail: Verge Records International, Inc.
Attn: Copyright Infringement Claims
2005 Russell Street
Nashville, TN 37206You should consult with your own lawyer and/or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.Counter-Notice to Restore Removed ContentIf you believe that a notice of copyright or other infringement has been improperly submitted against you, you may submit a Counter-Notice, pursuant to Sections 512(g)(2) and (3) of the DMCA by providing ONErpm with a written notice which contains:
- Your name, telephone number, address, and e-mail address;
- Identification of the material removed from the Site or to which access has been disabled;
- A statement under penalty of perjury that you have a good faith belief that removal or disablement of the material was a mistake or that the material was misidentified;
- A statement that you consent to the jurisdiction of the Federal District court (i) in the judicial district where your address is located if the address is in the United States, or (ii) if your address is located outside the United States, any judicial district in which ONErpm may be found and that you will accept service of process from the Complainant submitting the notice or his/her authorized agent; and
- Your physical or electronic signature.Please submit your notice to ONErpm as follows:
By U.S. mail:
Verge Records International, Inc.
Attn: Copyright Infringement Claims
2005 Russell Street
Nashville, TN 37206A party submitting a Counter Notification should consult with a lawyer and/or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.False Notifications of Claimed Infringement or Counter Notifications
ONErpm reserves the right to seek damages from any party that submits a notification of claimed infringement or counter notification in violation of the law.
- MiscellaneousThis Agreement will be binding upon each party hereto and its successors and permitted assigns and governed by and construed in accordance with the laws of the State of New York without reference to conflict of law principles. Only if the Disputes Resolution clause is deemed to be null and void, then all disputes arising between you and ONErpm under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in New York County, New York, and you and ONErpm hereby submit to the personal jurisdiction and venue of these courts. This Agreement will not be assignable or transferable by you without the prior written consent of ONErpm. ONErpm may freely assign or transfer any rights granted by you to it under this Agreement. This Agreement (including all of the policies and other agreements described in this Agreement, which are hereby incorporated herein by this reference) contain the entire understanding of the parties regarding its subject matter and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power, or privilege under this Agreement will operate as a waiver thereof. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, all of which will remain in full force and effect. The headings used in this Agreement are for convenience only and shall not be deemed to limit or affect any of the provisions hereof.