1. SERVICES AND SERVICE LICENSE

1.1 RoyaltyShare shall provide to Client the services described herein or in any schedule attached to a written agreement between Client and RoyaltyShare, including access to the RoyaltyShare Service. "Service" shall include, as applicable, the online business process platform for revenue and royalty processing and/or digital content management and related digital media services accessible via http://royaltyshare.com or another website or IP address designated by RoyaltyShare, and any and all ancillary services provided to Client by RoyaltyShare under this Agreement, including browser interface, access, and storage, and any preliminary, beta test, pilot, or early adopter versions thereof. "Documentation" shall include the textual, audio and visual information, documents, software and services (including RoyaltyShare's proprietary technology, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) contained in or made available to Client in the course of using the Service, or any portion thereof.

1.2 RoyaltyShare hereby grants Client a non-exclusive, non-transferable, worldwide right to access and use the Service and Documentation, subject to the terms and conditions of this Agreement. Use of any software as part of the Service shall be limited to online access and no right to install or copy the software is granted hereunder. All rights not expressly granted to Client are reserved by RoyaltyShare.

1.3 Client may not access the Service if Client is a direct competitor of RoyaltyShare, except with RoyaltyShare's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. Client shall not (i) license, sublicense, sell, resell, make available on a time-share, service bureau or similar basis, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or Documentation in any way (except insofar as necessary to provide royalty recipients, or their bona fide representatives, with access to royalty statements or other reports generated by the Service for their use); (ii) modify or make derivative works based upon the Service or Documentation; (iii) create Internet "links" to the Service or "frame" or "mirror" any Documentation on any other server or wireless or Internet-based device; or (iv) reverse engineer the Service or software or attempt to do so, (v) access the Service for any reason other than as contemplated hereunder, including without limitation, in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. Client shall not: (i) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (ii) attempt to gain unauthorized access to the Service or its related systems or networks; (iii) send or store material containing viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs, or (iv) permit third parties to access or use the Services for any reason, except for authorized Users as defined below.

1.4 The Services and Documentation are licensed to Client for use during the term of this Agreement, not sold. All right, title and interest in the Services and Documentation (including any images, "applets," audiovisual works and text incorporated into the software), accompanying printed materials, and any copies which Client is permitted to make, are owned by RoyaltyShare or its suppliers, and the software is protected by United States copyright laws and international treaty provisions.

2. CLIENT'S RESPONSIBILITIES

2.1 Upon execution hereof, Client shall designate a User Administrator who Client authorizes to create User accounts and otherwise administer Client's interaction with the Service. "User(s)" means Client's employees, representatives, consultants, contractors, agents, artists, songwriters, authors, producers, other royalty recipients, and others who are authorized to use or access the Service, or portions thereof, solely for the purposes permitted hereunder, and have been supplied user identifications and passwords by Client (or RoyaltyShare at Client's request). Client shall not knowingly authorize any person working for or on behalf of a competitor of RoyaltyShare to become a User of the service or otherwise knowingly provide access to or show such person the Service or its Documentation, or to make copies of, record, or print screen shots of the Service or Documentation by any means. Users may be required, prior to their first access of the Service, to accept the terms of an online user agreement in the form attached or otherwise subject to the reasonable approval of Client ("User Agreement").

2.2 Client is responsible for all activity occurring under its User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Client's use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. Client shall: (i) promptly notify RoyaltyShare of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) promptly report to RoyaltyShare and use reasonable efforts to stop immediately any access to the Service or its Documentation by any person working for or on behalf of a direct competitor of RoyaltyShare and any copying or distribution of Service or Documentation that is known or suspected by Client or its Users; and (iii) not impersonate, or permit the impersonation of, another user or provide false identity information to gain access to or use the Service.

2.3 With respect to revenue or royalty processing services to be performed as part of the Service, if any, Client shall provide to RoyaltyShare such information necessary (e.g., transaction data, royalty rates, and/or payee information) for the Service to process and generate accurate reports (e.g., management reports, royalty accounting statements, etc) hereunder. Where such information is generated by third parties, such as Client's distributors and licensees, Client shall forward such information to RoyaltyShare, direct such third parties to feed such information to RoyaltyShare, or otherwise provide RoyaltyShare with access thereto. RoyaltyShare is hereby permitted to use and reproduce such information and reports for the purposes of performing this Agreement. Client and such third parties, not RoyaltyShare, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of, or right of access to, all such data before it is submitted to the Service and Client will indemnify and hold RoyaltyShare harmless from and against any claims or liabilities arising out of the use of such information and reports.

2.4 Client agrees to maintain back-up or archival copies of any data submitted to the Service and shall use commercially reasonable efforts to require its third party licensees and distributes to maintain back-up or archival copies of any data to which RoyaltyShare is provided access.

3. CLIENT DATA AND CONFIDENTIALITY

3.1 RoyaltyShare does not own any data, information, Client Content or other material that Client submits to the Service or that Client directs its third party distributors and licensees to submit to the Service ("Client Data"). Client shall own all right, title and interest in and to any and all Client Data. RoyaltyShare shall own all right, title and interest in and to the Service and Documentation. RoyaltyShare shall have Client's irrevocable permission to use, worldwide, in perpetuity and for any purpose whatsoever, now known or hereafter devised, any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the Service provided to RoyaltyShare by Client or any other party.

3.2 All Confidential Information disclosed by a party to this Agreement to the other shall be maintained in confidence by the receiving party and shall not be divulged by the receiving party to any third party unless required by applicable law. In addition, the receiving party shall not use Confidential Information for any purpose other than for the exercise of rights or fulfillment of obligations under this Agreement. Confidential Information shall include (a) Client's Client Data, (b) RoyaltyShare's Service and Documentation, including without limitation any proprietary file formats, software tools used for data integration, user interfaces and outsourcing processes, (c) information disclosed by a party in writing and is marked as confidential at the time of the disclosure, or which is (d) disclosed by a party in any other manner and is identified as confidential at the time of the disclosure and is also summarized and designated as confidential in a written memorandum delivered to the receiving party within thirty (30) days of the disclosure.

3.3 RoyaltyShare may from time to time during and after the term hereof use, reproduce, distribute, sublicense, or otherwise make available general demographic and statistical information derived from data or information stored in the Service or otherwise learned during the course of its performance of this Agreement (e.g., aggregated information regarding digital entertainment services, digital distribution trends, and the like, but not specific information regarding Client's revenues, royalty rates, or other information specific to Client or its recording artists, songwriters, or other payees). All aspects of the Service, including without limitation, its functionality and look-and-feel remain within the sole control of RoyaltyShare, and without limiting the foregoing, RoyaltyShare reserves the right to display third party offers on any screen displays generated by the Service.

3.4 In addition, the foregoing restrictions on disclosure shall not apply to confidential information which: (a) becomes publicly known without breach of this Agreement; or (b) receiving party can show by written records was rightfully in the receiving party's possession prior to the disclosure by the disclosing party or becomes rightfully known to the receiving party without confidential or proprietary restriction from a source other than the disclosing party; (c) is approved for disclosure without the restriction in a written document which is signed by a duly authorized officer of the disclosing party or, (d) is independently developed by the receiving party without reference to the other party's Confidential Information.

4. FEES AND PAYMENT TERMS

4.1 Client agrees to pay to RoyaltyShare the service fees set forth herein or in any schedule attached to a written agreement between Client and RoyaltyShare ("Service Fee"). The Service Fee is exclusive of all taxes, levies, or duties imposed by taxing authorities, and Client shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on RoyaltyShare's income.

4.2 Upon thirty (30) days prior written notice to RoyaltyShare, a certified public accountant on Client's behalf shall have the right, once each year, during ordinary business hours, to inspect and audit such of RoyaltyShare's business books and records as may reasonably be necessary for Client to verify the accuracy of any statement ren­dered by RoyaltyShare within the two year period immediately preceding the date of the inspection. The information contained in a statement shall be conclusively deemed correct and binding upon Client, resulting in the loss of all further audit rights with respect to such statement, unless specifically challenged by written notice from Client within two years from the date such statement was delivered by RoyaltyShare. Client and its auditor shall keep all information learned as a result of such audit in strict confidence.

4.3 In addition to any other rights RoyaltyShare may have at law, RoyaltyShare reserves the right to suspend or terminate this Agreement, and/or Client's access to the Service, or any portion thereof, if Client's account becomes delinquent (falls into arrears). Delinquent accounts are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including reasonable attorney fees.

4.4 Unless RoyaltyShare in its discretion determines otherwise, entities with headquarters and a majority of Users resident in the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing, and all other entities will be billed in U.S. dollars, Euros or local currency, as applicable, and be subject to either U.S. or non-U.S. payment terms and pricing at the discretion of RoyaltyShare.

5. TERMINATION

5.1 Upon termination of this Agreement, the parties will cooperate toward an orderly transition, and, subject to the terms and conditions hereof, RoyaltyShare shall make available to Client a file or files of the Client Data within 30 days after termination if Client so requests at the time of termination. RoyaltyShare shall have no obligation to store or otherwise maintain copies of the Client Data for more than 90 days after the expiration of the term of services.

5.2 Upon termination of this Agreement, RoyaltyShare shall cease providing Services hereunder and Client shall promptly return to RoyaltyShare any and all RoyaltyShare Confidential Information. RoyaltyShare may invoice Client with respect to revenue data upon which significant services had been provided hereunder as of the time of termination and Client shall pay the balance due on its account computed in accordance with this Agreement, and such payment shall be a condition of the performance of any post-termination obligations by RoyaltyShare.

5.3 Any breach of Client's payment obligations or unauthorized use of the Services or Documentation will be deemed a material breach of this Agreement. RoyaltyShare, in its sole discretion, may suspend or terminate any or all of Client's passwords, accounts or use of the Service if Client breaches or otherwise fails to comply with this Agreement.

5.4 RoyaltyShare may terminate any trial or pilot access to the Service at any time in its sole discretion. In the case of any trial or pilot period, notifications provided through the Service indicating the number of days in the free trial shall constitute notice of termination.

6. LIMITED WARRANTY

6.1 Limited Warranty. RoyaltyShare warrants that the Service will perform substantially in accordance with this Service Agreement and any online help documentation, under normal use and circumstances, during the term hereof and for a period of ninety (90) days thereafter ("Limited Warranty Period"). Any implied warranties are limited to the term of the Limited Warranty Period.

6.2 Client Remedies. If RoyaltyShare fails to remedy a breach of the foregoing Limited Warranty within a reasonable time after receipt of Client's notice, RoyaltyShare's entire liability and Client's exclusive remedy shall be, at RoyaltyShare's option, either (a) return of the Service Fees paid for any services not rendered in substantial compliance with this Service Agreement during the Limited Warranty Period or (b) re-performance of the Service for an additional period equal to the period of non-compliance with this Limited Warranty. This Limited Warranty is void if any failure of the services or software provided has resulted from accident, abuse, or misapplication or from Client's failure to substantially fulfill its obligations as set forth in this Service Agreement, including but not limited to its customer responsibilities under Section 2 hereof.

6.3 Client Indemnity. RoyaltyShare shall indemnify and hold Client and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by RoyaltyShare of its representations or warranties; or (iii) a claim arising from breach of this Agreement by RoyaltyShare; provided that you (a) promptly give written notice of the claim to RoyaltyShare; (b) give RoyaltyShare sole control of the defense and settlement of the claim (provided that RoyaltyShare may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to RoyaltyShare all available information and assistance; and (d) have not compromised or settled such claim. RoyaltyShare shall have no indemnification obligation, and you shall indemnify RoyaltyShare pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).

6.4 NO OTHER WARRANTIES. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SERVICE IS PROVIDED ON AN AS-IS BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROYALTYSHARE DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMANCE WITH DESCRIPTION, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. SPECIFICALLY, ROYALTYSHARE DOES NOT WARRANT THAT THE SERVICES WILL MEET CLIENT'S REQUIREMENTS OR THAT THE SERVICES OR RESULTS THEREOF WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTION.

6.5 INTERNET DELAYS; SECURITY. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CLIENT ACKNOWLEDGES THAT WHILE THE SERVICE HAS BEEN DESIGNED TO PROVIDE A SECURE SYSTEM, NO SECURITY SYSTEMS ARE FAIL-SAFE OR IMMUNE FROM UNAUTHORIZED INTRUSION, AND CLIENT REPRESENTS THAT IT HAS EVALUATED THE SECURITY OF THE SERVICE FOR ITS NEEDS. ROYALTYSHARE SHALL NOT BE RESPONSIBLE FOR ANY DELAYS, FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS AND THE LIMITED WARRANTY DOES NOT APPLY TO THE FOREGOING.

6.6 NO LIABILITY FOR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ROYALTYSHARE OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, RELIANCE, EXEMPLARY OR PUNITIVE DAMAGES WHATSOEVER OR ANY DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER DATA, ARISING OUT OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SERVICES, EVEN IF ROYALTYSHARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EXCEPT FOR ANY LIABILITY ARISING FROM THE INDEMNIFICATION IN SECTION 6.3 ABOVE, ROYALTYSHARE'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT ON ANY LEGAL OR EQUITABLE THEORY WILL NOT EXCEED THE AMOUNTS PAID BY CLIENT HEREUNDER DURING THE MOST RECENT ONE-YEAR PERIOD DURING WHICH ANY CLAIM OR CLAIMS AROSE.

7. GENERAL PROVISIONS

7.1 Modifications/Waiver. This Agreement shall not be modified, amended, canceled or in any way altered, nor may it be modified by custom and usage of trade or course of dealing, except by an instrument in writing and signed by duly authorized officers of both of the parties hereto. Performance of any obligation required of a party hereunder may be waived only by a written waiver signed by a duly authorized officer of the other party, which waiver shall be effective only with respect to the specific obligation described therein. The waiver by either party hereto of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach of the same provision or any other provision of this Agreement. Notwithstanding the foregoing, RoyaltyShare reserves the right to modify the terms and conditions of the User Agreement relating to the Service at any time, effective upon posting of an updated version of such agreement on the Service. Users will be responsible for regularly reviewing the User Agreement. Continued use of the Service after any such changes shall constitute User's consent to such changes.

7.2 Severability. In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms. WITHOUT LIMITING THE FOREGOING, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE ENFORCED AS SUCH. FURTHER, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSION OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT.

7.3 Relationship. The relationship of RoyaltyShare and Client established by this Agreement is of independent contractors, and nothing in this Agreement shall be construed: (1) to give either party the power to direct or control the daily activities of the other party, or (2) to constitute the parties as principal and agent, employer and employee, franchisor and franchisee, partners, joint venturers, co-owners, or otherwise as participants in a joint undertaking. RoyaltyShare and Client understand and agree that neither party grants the other the power or authority to make or give any agreement, statement, representation, warranty or other commitment on behalf of the other, or to enter into any contract or otherwise incur any liability or obligation, express or implied, on behalf of the other, or to transfer, release or waive any right, title or interest of the other, unless specifically provided hereunder.

7.4 Binding Agreement. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective legal successors and permitted assigns, provided that any successor or assignee shall be bound by all the terms and conditions of this Agreement. This Agreement may not be assigned by Client by operation of law or otherwise without the prior written approval of RoyaltyShare, but may be assigned without Client's consent by RoyaltyShare to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger, reorganization or operation of law. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of Client that results or would result in a direct competitor of RoyaltyShare directly or indirectly owning or controlling 50% or more of Client shall entitle RoyaltyShare to terminate this Agreement immediately upon written notice.

7.5 Confidentiality of Agreement. Each of the parties to this Agreement warrants and agrees that neither it nor its counsel will disclose, disseminate, or cause to be disclosed the terms of this Agreement, except: (a) Insofar as disclosure is reasonably necessary to carry out and effectuate the terms of this Agreement; (b) Insofar as a party hereto is required by law to respond to any demand for information from any court, governmental entity, or governmental agency; (c) Insofar as disclosure is necessary to be made to a party's independent accountants for tax or audit purposes; and (d) Insofar as the parties may mutually agree in writing upon language to be contained in one or more press releases.

7.6 Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New York applicable to agreements between residents of New York wholly executed and wholly performed therein. Any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance, or breach of this Agreement, will be settled by arbitration to be held in New York, New York, in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in the dispute or controversy. The decision of the arbitrator will be final, conclusive, and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction. Notwithstanding the foregoing, if Client's principle place of business is located in the European Union, then this Agreement shall be construed and enforced in accordance with the laws of the England applicable to agreements between residents of England wholly executed and wholly performed therein. Any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance, or breach of this Agreement, will be settled by arbitration to be held in London, England, in accordance with the rules Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with said Rules. RoyaltyShare and Client will each pay one‑half of the costs and expenses of the arbitration and each will separately pay their own counsel fees and expenses. This arbitration clause constitutes a waiver of each party's right to a jury trial for all disputes relating to all aspects of this Agreement or any and all dealings between the parties, including, but not limited to, the following: claims, both express and implied, for breach of contract, breach of the covenant of good faith and fair dealing, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, and defamation, any and all claims for violation of any federal, state, or municipal statute. The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this Agreement and without abridgement of the powers of the arbitrator. Each party's promise to resolve claims by arbitration in accordance with the provisions of this Agreement, rather than through the courts, is consideration for the other party's like promise.

7.7 Legal Notice. Unless otherwise specifically provided, all notices required or permitted by this Agreement shall be in writing and in English and may be delivered personally, or may be sent by cable, telex, facsimile or certified mail, return receipt requested, to the address set forth above. Any notice shall be deemed to have been received as follows: (i) personal delivery, upon receipt; (ii) facsimile, twenty-four (24) hours after transmission; (iii) certified mail, three (3) business days after delivery to the United States postal authorities by the party serving notice. If notice is sent by facsimile, a confirming copy of the same shall be sent by mail to the same address.

7.8 Breach. Except as otherwise expressly set forth in this Agreement, neither party shall be in breach of this agreement unless the other shall provide a notice to such party in writing specifying the alleged breach and the other party shall fail to cure such breach within ninety (90) days thereafter.

7.9 Force Majeure. Except for payment obligations, neither party will be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any of its obligations under this Agreement (other than payments of amounts due) to the extent, and for so long as, such failure or delay is caused by or results from causes beyond the reasonable control of the affected party including but not limited to any act of God, fire, network outages, natural disaster, accident, war, acts of war (whether war be declared or not), terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances or any acts, omissions or delays in acting by any governmental authority or the other party.

7.10 Legal Advice. Each of the parties hereto represents that this Agreement has been carefully read by him or it and that he or it knows and understands the contents hereof. Each of the parties has received independent legal advice from attorneys of his or its choice with respect to the preparation, review and advisability of executing this Agreement.

7.11 Entire Agreement. This Agreement constitutes the entire understanding and contract between the parties and supersedes any and all prior and contemporaneous, oral or written representations, communications, understandings and agreements between the parties with respect to the subject matter hereof, all of which representations, communications, understandings and agreements are hereby cancelled to the extent they are not specifically merged herein. The parties acknowledge and agree that neither of the parties is entering into this Agreement on the basis of any representations or promises not expressly contained herein. This is a merged and integrated agreement.

Questions or Additional Information:

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to support@royaltyshare.com.

1. SERVICES AND SERVICE LICENSE

1.1 RoyaltyShare shall provide to Client the services described herein or in any service order schedule(s) ("Schedule(s)") attached to a written agreement between Client and RoyaltyShare, including, as applicable, the online business process platform for revenue data processing, royalty processing and/or related digital media services accessible via http://royaltyshare.com or another website or IP address designated by RoyaltyShare, and any and all ancillary services provided to Client by RoyaltyShare under this Agreement, including browser interface, access, and storage, and any preliminary, beta test, pilot, or early adopter versions thereof all as and to the extent set forth herein or in the applicable Schedule (collectively, the "Service"). Additional products and services offered by RoyaltyShare may be included in the Service hereunder upon request of Client pursuant to execution of a mutually agreed Schedule for such additional products and services. "Documentation" shall include the textual, audio and visual information, documents, software and services (including RoyaltyShare's proprietary technology, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) contained in or made available to Client in the course of using the Service, or any portion thereof.

1.2 RoyaltyShare hereby grants Client a non-exclusive, non-transferable, worldwide right to access and use the Service and Documentation, subject to the terms and conditions of this Agreement. Use of any software as part of the Service shall be limited to online access and no right to install or copy the software is granted hereunder. All rights not expressly granted to Client are reserved by RoyaltyShare.

1.3 Client may not access the Service if Client is a direct competitor of RoyaltyShare, except with RoyaltyShare's prior written consent. In addition, Client may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. Client shall not (i) license, sublicense, sell, resell, make available on a time-share, service bureau or similar basis, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or Documentation in any way (except insofar as necessary to provide royalty recipients, or their bona fide representatives, with access to royalty statements or other reports generated by the Service for their use); (ii) modify or make derivative works based upon the Service or Documentation; (iii) create Internet "links" to the Service or "frame" or "mirror" any Documentation on any other server or wireless or Internet-based device; or (iv) reverse engineer the Service or software or attempt to do so, (v) access the Service for any reason other than as contemplated hereunder, including without limitation, in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. Client shall not: (i) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (ii) attempt to gain unauthorized access to the Service or its related systems or networks; (iii) send or store material containing viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs, or (iv) permit third parties to access or use the Services for any reason, except for authorized Users as defined below.

1.4 The Services and Documentation are licensed to Client for use during the term of this Agreement, not sold. All right, title and interest in the Services and Documentation (including any images, "applets," audiovisual works and text incorporated into the software), accompanying printed materials, and any copies which Client is permitted to make, are owned by RoyaltyShare or its suppliers, and the software is protected by United States copyright laws and international treaty provisions.

2. CLIENT'S RESPONSIBILITIES

2.1 Upon execution hereof, Client shall designate a User Administrator who Client authorizes to create User accounts and otherwise administer Client's interaction with the Service. "User(s)" means Client's employees, representatives, consultants, contractors, agents, payees, and others who are authorized to use or access the Service, or portions thereof, solely for the purposes permitted hereunder, and have been supplied user identifications and passwords by Client (or RoyaltyShare at Client's request). Client shall not knowingly authorize any person working for or on behalf of a competitor of RoyaltyShare to become a User of the service or otherwise knowingly provide access to or show such person the Service or its Documentation, or to make copies of, record, or print screen shots of the Service or Documentation by any means. Client may permit Affiliates of Client to access and use the Service upon execution of a Schedule by both parties identifying such Affiliate and confirming its agreement to be bound by this Agreement. "Affiliate" shall mean any entity that now or hereafter controls or directly controls, is controlled by, or under common control with a party hereto. An entity shall be regarded as in control of another if it owns or controls, directly or indirectly, at least fifty percent (50%) of the shares entitled to vote for the election of directors or other persons performing similar functions. Users may be required, prior to their first access of the Service, to accept the terms of an online user agreement in the form attached or otherwise subject to the reasonable approval of Client ("User Agreement"). In the event of any conflict between this User Agreement and any written agreement between the parties, such written agreement shall govern.

2.2 Client is responsible for all activity occurring under its User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Client's use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. Client shall: (i) promptly notify RoyaltyShare of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) promptly report to RoyaltyShare and use reasonable efforts to stop immediately any access to the Service or its Documentation by any person working for or on behalf of a direct competitor of RoyaltyShare and any copying or distribution of Service or Documentation that is known or suspected by Client or its Users; and (iii) not impersonate, or permit the impersonation of, another user or provide false identity information to gain access to or use the Service.

3. CLIENT DATA AND CONFIDENTIALITY

3.1 RoyaltyShare does not own any data, information, Client Content or other material that Client submits to the Service or that Client directs its third party distributors and licensees to submit to the Service ("Client Data"). Client shall own all right, title and interest in and to any and all Client Data. Client will ensure that all Client Data will be collected and disclosed hereunder in compliance with law and in accordance with applicable privacy policies under which data was collected, if any. Client agrees to maintain back-up or archival copies of any data submitted to the Service.

3.2 RoyaltyShare shall own all right, title and interest in and to the Service and Documentation. RoyaltyShare shall have Client's irrevocable, royalty-free permission to use, worldwide, in perpetuity and for any purpose whatsoever, now known or hereafter devised, any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the Service provided to RoyaltyShare by Client or any other party. All aspects of the Service, including without limitation, its functionality and look-and-feel, and content of its screen displays, remain within the sole control of RoyaltyShare.

3.3 All Confidential Information disclosed by a party to this Agreement to the other shall be maintained in confidence by the receiving party and shall not be divulged by the receiving party to any third party unless required by applicable law. In addition, the receiving party shall not use Confidential Information for any purpose other than for the exercise of rights or fulfillment of obligations under this Agreement. Confidential Information shall include (a) Client Data, (b) RoyaltyShare's Service and Documentation, including without limitation any proprietary file formats, software tools used for data integration, user interfaces and outsourcing processes, (c) information disclosed by a party in writing and is marked as confidential at the time of the disclosure, or which is (d) disclosed by a party in any other manner and is identified as confidential at the time of the disclosure and is also summarized and designated as confidential in a written memorandum delivered to the receiving party within thirty (30) days of the disclosure.

3.4 RoyaltyShare may from time to time during and after the term hereof use, reproduce, distribute, sublicense, or otherwise make available general demographic and statistical information derived from data or information stored in the Service or otherwise learned during the course of its performance of this Agreement (e.g., aggregated information regarding digital entertainment services, digital distribution trends, and the like, but not specific information regarding Client's revenues, royalty rates, or other information specific to Client or its retailers or payees). Client hereby grants RoyaltyShare a non-exclusive, transferable, sublicensable, worldwide right and license to use, copy, process, modify, store, retrieve, and transmit the Client Data, during the term and thereafter, for the sole purpose of providing RoyaltyShare services, including without limitation internal usage for the purpose of improving the RoyaltyShare services, and dissemination analytical data to third parties as contemplated above on an aggregate basis that does not identify Client.

3.5 The foregoing restrictions on disclosure shall not apply to confidential information which: (a) becomes publicly known without breach of this Agreement; or (b) receiving party can show by written records was rightfully in the receiving party's possession prior to the disclosure by the disclosing party or becomes rightfully known to the receiving party without confidential or proprietary restriction from a source other than the disclosing party; (c) is approved for disclosure without the restriction in a written document which is signed by a duly authorized officer of the disclosing party or, (d) is independently developed by the receiving party without reference to the other party's Confidential Information.

4. FEES AND PAYMENT TERMS

4.1 Client agrees to pay to RoyaltyShare the service fees set forth herein or in any schedule attached to a written agreement between Client and RoyaltyShare ("Service Fee"). The Service Fee is exclusive of all taxes, levies, or duties imposed by taxing authorities, and Client shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on RoyaltyShare's income.

4.2 Upon thirty (30) days prior written notice to RoyaltyShare, a certified public accountant on Client's behalf shall have the right, once each year, during ordinary business hours, to inspect and audit such of RoyaltyShare's business books and records as may reasonably be necessary for Client to verify the accuracy of any statement rendered by RoyaltyShare within the two year period immediately preceding the date of the inspection. The information contained in a statement shall be conclusively deemed correct and binding upon Client, resulting in the loss of all further audit rights with respect to such statement, unless specifically challenged by written notice from Client within two years from the date such statement was delivered by RoyaltyShare. Client and its auditor shall keep all information learned as a result of such audit in strict confidence.

4.3 In addition to any other rights RoyaltyShare may have at law, RoyaltyShare reserves the right to suspend or terminate this Agreement, and/or Client's access to the Service, or any portion thereof, if Client's account becomes delinquent (falls into arrears). Delinquent accounts are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including reasonable attorney fees.

4.4 Unless RoyaltyShare in its discretion determines otherwise, entities with headquarters and a majority of Users resident in the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing, and all other entities will be billed in U.S. dollars, Euros or local currency, as applicable, and be subject to either U.S. or non-U.S. payment terms and pricing at the discretion of RoyaltyShare.

5. TERMINATION

5.1 Term. This Agreement shall be effective upon the date specified on the signature page and shall remain in force for a period of three (3) years, unless terminated earlier as provided herein; provided, however, that this Agreement shall continue to remain in effect with respect to any Schedules already in effect hereunder until such Schedule(s) are themselves terminated and/or performance thereunder is completed ("Initial Term"). Upon expiration of the Initial Term, the term of this Agreement shall automatically extend for successive one-year periods (each, a "Renewal Term") unless this Agreement is terminated earlier as provided herein or either party give the other notice of at least six months prior to the expiration of the Initial Term or the applicable Renewal Term, as the case may be, that it does not desire to extend the term hereof (the Initial Term and the Renewal Term collectively, the "Term").

5.2 Earlier Termination by Client. If RoyaltyShare materially fails to perform any of its material obligations under this Agreement or any Schedule hereunder, Client may provide RoyaltyShare notice specifying the alleged failure in detail. RoyaltyShare shall within 90 days after receipt of such notice ("Cure Period") remedy the failure specified in such notice, provided the Cure Period shall be extended if RoyaltyShare has promptly commenced to adequately cure such failure and continues to use reasonable efforts to cure such failure. In the event RoyaltyShare fails to remedy such failure within the Cure Period, Client may terminate this Agreement or the applicable Schedule by providing written notice to RoyaltyShare; provided, however, that this Agreement shall continue to remain in effect with respect to any Schedules already in effect hereunder until such Schedule(s) are themselves terminated and/or performance thereunder is completed.

5.3 Earlier Suspension of Services or Termination by RoyaltyShare. Any breach of Client's payment obligations or unauthorized use of the Services or Documentation will be deemed a material breach of this Agreement. If Client breaches or otherwise fails to comply with this Agreement, RoyaltyShare, in its sole discretion, may suspend or terminate any or all of Client's passwords, accounts, access or use of the Service. In addition, RoyaltyShare shall have the right to terminate this Agreement or applicable Schedule if (1) Client fails to pay any amounts payable when due or (2) Client fails to perform any of its material nonmonetary obligations under this Agreement or the applicable Schedule, and does not cure such failure within 90 days of receipt of notice of such failure from RoyaltyShare, or (3) Client becomes or is declared insolvent or bankrupt, is the subject of any proceedings relating to its liquidation, insolvency or for the appointment of a receiver or similar officer for it, makes an assignment for the benefit of all or substantially all of its creditors, or enters into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations. RoyaltyShare may terminate any trial or pilot access to the Service at any time in its sole discretion.

5.4 Termination of Schedules. Additional provisions for the termination of a Schedule, including the rights and obligations of the parties upon expiration or termination thereof, shall be set forth in the applicable Schedule.

5.5 Rights Upon Termination or Expiration. Upon expiration or termination of this Agreement or an applicable schedule, RoyaltyShare shall cease providing Services hereunder or under such applicable schedule. RoyaltyShare may invoice Client for services performed as of the time of termination and Client shall pay the balance due on its account computed in accordance with this Agreement, and such payment shall be a condition of the performance of any post-termination obligations by RoyaltyShare. Except in the event this Agreement or any Schedule is terminated by RoyaltyShare pursuant to Section 5.3, and provided that (1) all payments due to RoyaltyShare under this Agreement and applicable Schedules have been paid and (2) Client has requested termination assistance at least 90 days prior to the expiration of this Agreement or applicable Schedule or upon notice of termination of this Schedule, then upon the expiration or termination of this Agreement or the applicable Schedule, RoyaltyShare shall cooperate with Client in effecting the orderly transfer of Client Data back to Client in accordance with RoyaltyShare's standard procedures in effect for such transfers ("Reverse Data Transfer"); provided that such data shall be delivered on an as-is basis in the form and to the extent such data may reside on RoyaltyShare's systems, and provided further that RoyaltyShare reserves the right to retain and store such data on an archival basis in accordance with its record retention policies or as otherwise permitted by this Agreement. To the extent Client desires RoyaltyShare to use resources beyond those otherwise being provided by RoyaltyShare as part of the services hereunder or costs that are beyond what RoyaltyShare typically incurs in effecting Reverse Data Transfers for other clients, ("Additional Termination Services"), such the provision of such Additional Termination Services shall be subject to mutual agreement of the parties. RoyaltyShare shall have no obligation to store or otherwise maintain copies of the Client Data for more than 90 days after the termination or expiration of this Agreement or applicable Schedule. Upon termination or expiration, Client shall promptly return to RoyaltyShare any and all RoyaltyShare Confidential Information and, subject to the terms of this section, RoyaltyShare shall promptly return to Client any and all Client Confidential Information.

6. LIMITED WARRANTY

6.1 Limited Warranty. RoyaltyShare warrants that the Service will perform substantially in accordance with this Service Agreement and any online help documentation, under normal use and circumstances, during the term hereof and for a period of ninety (90) days thereafter ("Limited Warranty Period"). Any implied warranties are limited to the term of the Limited Warranty Period.

6.2 Client Remedies. If RoyaltyShare fails to remedy a breach of the foregoing Limited Warranty within a reasonable time after receipt of Client's notice, RoyaltyShare's entire liability and Client's exclusive remedy shall be, at RoyaltyShare's option, either (a) return of the Service Fees paid for any services not rendered in substantial compliance with this Service Agreement during the Limited Warranty Period or (b) re-performance of the Service for an additional period equal to the period of non-compliance with this Limited Warranty. This Limited Warranty is void if any failure of the services or software provided has resulted from accident, abuse, or misapplication or from Client's failure to substantially fulfill its obligations as set forth in this Service Agreement, including but not limited to its customer responsibilities under Section 2 hereof.

6.3 Client Indemnity. RoyaltyShare shall indemnify and hold Client and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by RoyaltyShare of its representations or warranties; or (iii) a claim arising from breach of this Agreement by RoyaltyShare; provided that you (a) promptly give written notice of the claim to RoyaltyShare; (b) give RoyaltyShare sole control of the defense and settlement of the claim (provided that RoyaltyShare may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to RoyaltyShare all available information and assistance; and (d) have not compromised or settled such claim. RoyaltyShare shall have no indemnification obligation, and you shall indemnify RoyaltyShare pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).

6.4 NO OTHER WARRANTIES. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SERVICE IS PROVIDED ON AN AS-IS BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROYALTYSHARE DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMANCE WITH DESCRIPTION, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. SPECIFICALLY, ROYALTYSHARE DOES NOT WARRANT THAT THE SERVICES WILL MEET CLIENT'S REQUIREMENTS OR THAT THE SERVICES OR RESULTS THEREOF WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTION.

6.5 INTERNET DELAYS; SECURITY. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CLIENT ACKNOWLEDGES THAT WHILE THE SERVICE HAS BEEN DESIGNED TO PROVIDE A SECURE SYSTEM, NO SECURITY SYSTEMS ARE FAIL-SAFE OR IMMUNE FROM UNAUTHORIZED INTRUSION, AND CLIENT REPRESENTS THAT IT HAS EVALUATED THE SECURITY OF THE SERVICE FOR ITS NEEDS. ROYALTYSHARE SHALL NOT BE RESPONSIBLE FOR ANY DELAYS, FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS AND THE LIMITED WARRANTY DOES NOT APPLY TO THE FOREGOING.

6.6 NO LIABILITY FOR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ROYALTYSHARE OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, RELIANCE, EXEMPLARY OR PUNITIVE DAMAGES WHATSOEVER OR ANY DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER DATA, ARISING OUT OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SERVICES, EVEN IF ROYALTYSHARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EXCEPT FOR ANY LIABILITY ARISING FROM THE INDEMNIFICATION IN SECTION 6.3 ABOVE, ROYALTYSHARE'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT ON ANY LEGAL OR EQUITABLE THEORY WILL NOT EXCEED THE AMOUNTS PAID BY CLIENT HEREUNDER DURING THE MOST RECENT ONE-YEAR PERIOD DURING WHICH ANY CLAIM OR CLAIMS AROSE.

7. GENERAL PROVISIONS

7.1 Modifications/Waiver. This Agreement shall not be modified, amended, canceled or in any way altered, nor may it be modified by custom and usage of trade or course of dealing, except by an instrument in writing and signed by duly authorized officers of both of the parties hereto. Performance of any obligation required of a party hereunder may be waived only by a written waiver signed by a duly authorized officer of the other party, which waiver shall be effective only with respect to the specific obligation described therein. The waiver by either party hereto of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach of the same provision or any other provision of this Agreement. Notwithstanding the foregoing, RoyaltyShare reserves the right to modify the terms and conditions of the User Agreement relating to the Service at any time, effective upon posting of an updated version of such agreement on the Service. Users will be responsible for regularly reviewing the User Agreement. Continued use of the Service after any such changes shall constitute User's consent to such changes.

7.2 Severability. In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms. WITHOUT LIMITING THE FOREGOING, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE ENFORCED AS SUCH. FURTHER, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSION OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT.

7.3 Relationship. The relationship of RoyaltyShare and Client established by this Agreement is of independent contractors, and nothing in this Agreement shall be construed: (1) to give either party the power to direct or control the daily activities of the other party, or (2) to constitute the parties as principal and agent, employer and employee, franchisor and franchisee, partners, joint venturers, co-owners, or otherwise as participants in a joint undertaking. RoyaltyShare and Client understand and agree that neither party grants the other the power or authority to make or give any agreement, statement, representation, warranty or other commitment on behalf of the other, or to enter into any contract or otherwise incur any liability or obligation, express or implied, on behalf of the other, or to transfer, release or waive any right, title or interest of the other, unless specifically provided hereunder.

7.4 Binding Agreement. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective legal successors and permitted assigns, provided that any successor or assignee shall be bound by all the terms and conditions of this Agreement. This Agreement may not be assigned by Client by operation of law or otherwise without the prior written approval of RoyaltyShare, but may be assigned without Client's consent by RoyaltyShare to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger, reorganization or operation of law. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of Client that results or would result in a direct competitor of RoyaltyShare directly or indirectly owning or controlling 50% or more of Client shall entitle RoyaltyShare to terminate this Agreement immediately upon written notice.

7.5 Confidentiality of Agreement. Each of the parties to this Agreement warrants and agrees that neither it nor its counsel will disclose, disseminate, or cause to be disclosed the terms of this Agreement, except: (a) Insofar as disclosure is reasonably necessary to carry out and effectuate the terms of this Agreement; (b) Insofar as a party hereto is required by law to respond to any demand for information from any court, governmental entity, or governmental agency; (c) Insofar as disclosure is necessary to be made to a party's independent accountants for tax or audit purposes; and (d) Insofar as the parties may mutually agree in writing upon language to be contained in one or more press releases.

7.6 Non-Solicitation. During the term of this Agreement and for one year after the termination of this Agreement, Client will not directly or indirectly, for itself or any third party other than RoyaltyShare, solicit or encourage any employee or contractor of RoyaltyShare or its affiliates to terminate employment with, or cease providing services to, RoyaltyShare or its affiliates.

7.7 Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New York applicable to agreements between residents of New York wholly executed and wholly performed therein. Any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance, or breach of this Agreement, will be settled by arbitration to be held in New York, New York, in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in the dispute or controversy. The decision of the arbitrator will be final, conclusive, and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction. Notwithstanding the foregoing, if Client's principle place of business is located in the European Union, then this Agreement shall be construed and enforced in accordance with the laws of the England applicable to agreements between residents of England wholly executed and wholly performed therein. Any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance, or breach of this Agreement, will be settled by arbitration to be held in London, England, in accordance with the rules Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with said Rules. RoyaltyShare and Client will each pay one half of the costs and expenses of the arbitration and each will separately pay their own counsel fees and expenses. This arbitration clause constitutes a waiver of each party's right to a jury trial for all disputes relating to all aspects of this Agreement or any and all dealings between the parties, including, but not limited to, the following: claims, both express and implied, for breach of contract, breach of the covenant of good faith and fair dealing, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage, and defamation, any and all claims for violation of any federal, state, or municipal statute. The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this Agreement and without abridgement of the powers of the arbitrator. Each party's promise to resolve claims by arbitration in accordance with the provisions of this Agreement, rather than through the courts, is consideration for the other party's like promise.

7.8 Legal Notice. Unless otherwise specifically provided, all notices required or permitted by this Agreement shall be in writing and in English and may be delivered personally, or may be sent by cable, telex, facsimile or certified mail, return receipt requested, to the address set forth above. Any notice shall be deemed to have been received as follows: (i) personal delivery, upon receipt; (ii) facsimile, twenty-four (24) hours after transmission; (iii) certified mail, three (3) business days after delivery to the United States postal authorities by the party serving notice. If notice is sent by facsimile, a confirming copy of the same shall be sent by mail to the same address.

7.9. Breach. Except as otherwise expressly set forth in this Agreement, neither party shall be in breach of this agreement unless the other shall provide a notice to such party in writing specifying the alleged breach and the other party shall fail to cure such breach within ninety (90) days thereafter.

7.10 Force Majeure. Except for payment obligations, neither party will be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any of its obligations under this Agreement (other than payments of amounts due) to the extent, and for so long as, such failure or delay is caused by or results from causes beyond the reasonable control of the affected party including but not limited to any act of God, fire, network outages, natural disaster, accident, war, acts of war (whether war be declared or not), terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances or any acts, omissions or delays in acting by any governmental authority or the other party.

7.11 Legal Advice. Each of the parties hereto represents that this Agreement has been carefully read by him or it and that he or it knows and understands the contents hereof. Each of the parties has received independent legal advice from attorneys of his or its choice with respect to the preparation, review and advisability of executing this Agreement.

7.12 Entire Agreement. This Agreement constitutes the entire understanding and contract between the parties and supersedes any and all prior and contemporaneous, oral or written representations, communications, understandings and agreements between the parties with respect to the subject matter hereof, all of which representations, communications, understandings and agreements are hereby cancelled to the extent they are not specifically merged herein. The parties acknowledge and agree that neither of the parties is entering into this Agreement on the basis of any representations or promises not expressly contained herein. This is a merged and integrated agreement.

Questions or Additional Information:

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to support@royaltyshare.com.