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Content License Agreement

Content License Agreement

(rev. June 6, 2013)

This Content License Agreement, including the Transaction Summary (defined below) (collectively the “Agreement”) sets forth the terms and conditions between you as licensee (“You” or “Licensee”) and Cara Communications, Inc.(“Cara”) dba Home Video Licensing (“HVL”) as licensor. You will be required to click to indicate acceptance of this Agreement below before You purchase a license to use any Content (defined below) from the HVL website and such acceptance shall form a binding agreement between You and HVL. You should also read our Privacy Policy which describes how we use Your personal data/information and our Terms and Conditions regarding Your use of our site. This Agreement, the Privacy Policy and Terms of Use may be amended by Cara and posted on the HVL website from time to time without advance notice to You. If You do not agree with this Agreement or our Terms of Use, then please cease use of our website and do not continue with any license of Content.

We encourage You to print a copy of the Agreement for Your records.

1. Definitions

1.1 “Content” means all images, footage, films, videos or other audio/visual representations recorded in any format that are owned or controlled by HVL and available for license as described on the Transaction Summary, as defined below, or on our website.

1.2 “Transaction Summary” means the Transaction Summary Detail, including the Rights Package, the Usage Description and Price generated by HVL via the HVL website that sets out the clip(s) of Content You agree to license and the various rights associated with such clip(s), including the Project Type, Distribution/Use, Territory, Term, Client Name and Project Name. The Transaction Summary is incorporated and made a part of this Agreement and all references to the Agreement include the Transaction Summary.

1.3 “Licensee” or “You” means the entity or individual purchasing the license under this Agreement or, if the purchaser is acting on behalf of another entity or individual, the entity or individual specifically named under Client Name on the Transaction Summary.

1.4 “Project” means the final work product that is created by or on behalf of the Licensee using the Content solely as authorized by this Agreement.

2. Grant of License

2.1 General: All licenses granted by HVL are conditioned upon (i) Licensee’s compliance with all of the terms of this Agreement and (ii) HVL’s receipt of full payment of the amount identified in the Transaction Summary.

2.2 Rights To Content: Subject to the terms of this Agreement, and excluding the rights granted and restrictions stated in Sections 2.3 and 3 below, HVL grants You a non-exclusive, non-transferrable and non-sublicensable right and license to use, display, crop, and publish the Content identified on the Transaction Summary in the Project solely pursuant to the Term, Territory, Distribution/Use and other rights and restrictions specified in the Transaction Summary and this Agreement.

2.3 Who may use the Content: The license granted for the Content pursuant to this Agreement is non-sublicensable and non-assignable unless otherwise specified in the Transaction Summary. Licensee may license and/or transfer ownership of the final Project in connection with the distribution of the final Project as may be necessary to effectuate the intended use set forth in the Project, however, such right does not extend to distribution or transfer of the rights to the Content outside of the Project or any use outside the Project. Any licensee or transferee of the Project shall be bound by the terms of this Agreement and Licensee shall be jointly and severally liable to HVL for any breach of the terms of this Agreement due to Licensee’s license of or transfer of the Project and shall indemnify HVL pursuant to Section 19.1.

3. Restrictions

3.1 Licensee shall not sub-license, sub-distribute, re-record, transfer, assign, sell, resell, redistribute or provide to others any portion of the Content or its accompanying materials except as required with respect to the entire Project and expressly identified on the Transaction Summary. You shall not store or share the Content via a database, library, image, video or audio storage network, configuration or similar arrangement, except as required to incorporate the Content in Your Project as authorized herein and solely up to the time the Project is completed, or as otherwise set forth in the Transaction Summary. Unless authorized in writing by HVL, You shall not alter, edit or enhance the Content in any manner, or use, reproduce, sub-license, or sub-distribute the Content either as incorporated in Your Project or as a standalone clip as (a) a template, (b) stand-alone background, (c) stock elements or effects imagery element, (d) downloadable file or (e) any other clip media/stock product, each as part of another library, collection, or set of clips for distribution or resale. Licensee shall not permit the Content to be available in any medium in a manner that enables third parties to download, copy, extract or access the Content as a standalone file. You may not directly or indirectly reproduce the Content in any secondary reproductions such as screen shots, in-context promotions or on file-sharing or social networking websites such as YouTube, Facebook, Twitter, etc., unless expressly authorized in writing by HVL or in the Transaction Summary.

3.2. Unless otherwise expressly set forth in the Transaction Summary, Licensee shall not use the Content in multiple Projects. If Licensee requires multiple lifts and versions or multiple uses of the Content for a Project, a separate License will need to be issued and a separate License Fee will be charged for each such use.

3.3. You shall not use the Content in any way that might be considered defamatory, libelous, obscene, pornographic, immoral or illegal. You also shall not use the Content in any manner that creates a false inference or places the Content in a context that is likely to result in bringing HVL, any content supplier of HVL or any individual or entity appearing in the Content into public disrespect, scandal, ridicule, or detract from the public image of Cara or HVL or any of its content suppliers. You shall not use any Content in connection with or in any way related to a lottery, sweepstakes, game of chance or any other type of gambling or wagering activity or in or as part of any audiovisual production marketed, advertised, distributed or sold as part of or in association with any of the foregoing without express written permission. Any determination regarding the appropriate use of the content per this Section 3.3 of the Agreement shall be at the sole discretion of HVL.

3.4 Content shall not be incorporated into a logo, trademark or service mark. If there are any incidental trademarks or logos contained in the Content, You shall not alter or use such marks in any way which implies an association with or an endorsement by the owner(s) of such logos or trademarks, and the inclusion of these incidental trademarks in the Content does not in any way imply such association with or endorsement of the Content. If you choose to remove or cover any marks appearing in the Content, you may only do so if the resulting change does not create or imply a false designation of origination for any product or service. HVL does not grant any license or right under this Agreement to any trademark, service mark, trade dress or logo or to any third party footage, photographs or copyrighted images that appear in the Content. Unless otherwise specified within this Agreement, no license or rights are granted to any business’ or broadcaster’s logos, watermarks, music and graphical inclusions, school trademarks and any other trademarks appearing in the Content or to any announcer’s calls contained in the Content (if applicable). Except as set forth in Section 8, Licensee is solely responsible for securing the necessary clearances associated with the Content. Logos, trademarks or service marks may be in some of the Content and as a courtesy HVL has tried to note such items for Content it has reviewed. HVL has not undertaken to note such items in all of the Content and you still must review any Content you license for all potential liability issues. You agree that your Project will determine on your own account whether or not to include any logos, trademarks or service marks in your production and whether doing so will require additional clearances and/or licenses. You agree to defend, indemnify and hold harmless HVL, its content suppliers, licensors, affiliates and each of their respective officers, directors, employees, affiliates, successors, assigns, distributors and agents against all claims (including, without limitation, claims by third parties), lawsuits, demands, damages, judgments, costs and expenses (including reasonable attorneys’ fees and permitted and authorized costs) arising out of or related to (i) Your breach of the terms, restrictions, conditions, and/or warranties of this Agreement (including the terms, conditions, and restrictions identified on the Transaction Summary), (ii) Your modification of or alterations to any Content or combination of any Content or any context in which the Content is placed, or use with any text or other content, (iii) Your failure to obtain any required or necessary releases or clearances or other permissions for Your use of the Content and all matters and things contained in the Content, (iv) except as set forth in Section 16 regarding HVL’s warranties, any violation of any intellectual property right or violation of any privacy or publicity right, or (v) the negligent conduct of You or any of Your employees, contractors, agents, clients, principals, or users.

3.5 Any audio or music to certain performances or any associated compositions or arrangements that are included as part of or embedded in any Content is ambient sound only and may require additional clearances and/or licenses from the owner or performer or owner of rights in such audio or music. No license is granted herein for such audio or sound, unless expressly authorized in writing by HVL prior to such use. If HVL has identified any such audio or sound, You agree that your Project will not include the audio or sound without obtaining all required clearances and/or licenses prior to any use of such music or sound and You agree to defend, indemnify and hold harmless HVL, its content suppliers, licensors, affiliates and each of their respective officers, directors, employees, affiliates, successors, assigns, distributors and agents against all claims (including, without limitation, claims by third parties), lawsuits, demands, damages, judgments, costs and expenses (including reasonable attorneys’ fees and permitted and authorized costs) arising out of or related to (i) Your breach of the terms, restrictions, conditions, and/or warranties of this Agreement (including the terms, conditions, and restrictions identified on the Transaction Summary), (ii) Your modification of or alterations to any Content or combination of any Content or any context in which the Content is placed, or use with any text or other content, (iii) Your failure to obtain any required or necessary releases or clearances or other permissions for Your use of the Content and all matters and things contained in the Content, (iv) except as set forth in Section 16 regarding HVL’s warranties, any violation of any intellectual property right or violation of any privacy or publicity right, or (v) the negligent conduct of You or any of Your employees, contractors, agents, clients, principals, or users.

3.6 You shall not use the title, metadata or keywords associated with the Content as the title of an item that incorporates the Content.

3.7 Footage Licensing Restrictions

All of the Content available for license on the HVL Website is subject to the following restrictions and any other restrictions set forth herein:

A. No exclusive rights are granted to any use of the Content.

B. Territory restrictions –The Content may not be displayed or distributed:

1. In a medium or in a manner for which the primary target audience is located in Japan or for any project for which the primary language is Japanese.

2. In connection with television programming that will be exhibited in the United Kingdom. A worldwide license for use of Content that expressly excludes rights to use the Content in the UK and Japan-targeted programming, may be granted subject to these restrictions. A license to use Content in commercial spots that would be broadcast on television TV in the UK may be obtained.

C. Usage restrictions –Content may NOT be used as follows:

1. In television clip shows or television productions in which over 20% of the programming content is user-generated. This applies to both US and non-US-based productions.

2. For any project, in any medium, in which the Content will be used to solicit the submission of other user-generated content.

3. In connection with digital projects in which the licensee will primarily collect ad-based revenue for the use and display of the project (e.g. posting content within projects that will be monetized solely from pre-roll or banner advertising) or in connection with digital projects/programming in which the programming content consists of over 20% user-generated content.

4. Perpetuity terms will be limited to uses in the media of films (features, independent, made-for-TV, straight to DVD, etc.) and in TV programming. No term of perpetuity will be allowed for advertising projects.

5. In connection with advertising of any products or services that are considered illegal or vices, such as smoking, alcohol, drugs, gambling, sex-related products, etc.

6. In connection with any gambling devices or services or games of chance, including but not limited to computer, mobile and online games and gambling games

7. In connection with promotional spots for television programs shows (i.e. use outside the program for promotion of the television program).

In addition, you will comply with all of the particular usage restrictions applicable to the type of license granted and to all usage restrictions detailed in the Transaction Summary.

4. License Fee

The License Fee charged for Content depends upon Your particular use and will be set forth on the Transaction Summary. All Content is licensed by the “clip” unless specifically noted on the Transaction Summary. A “clip” is defined as a user-generated recording of a single event or sequential series of events. All “clips” are licensed at a per “clip” rate unless otherwise noted on the Transaction Summary. Any multiple uses of any “clip”, multiple lifts and versions are subject to additional charges. If Licensee requires multiple lifts and versions, a separate License will need to be issued and a separate License Fee will be charged for each such use.

5. Payment

All licenses must be paid by credit card. Acceptable credit cards are: VISA, MasterCard, Discover and American Express. All Content sales are final and cannot be returned. Except for material defects (see the Limited Warranty below), there are no refunds on Content licenses. Content prices are subject to change and prices established on the Transaction Summary may change for future licenses of the same or similar type Content. It is agreed that a failure to pay the License Fees on the Transaction Summary will be considered a material breach of this Agreement and if payment is not made in accordance with this Agreement, HVL shall have the right to revoke the license. In the event HVL revokes the license, You must cease using any Content immediately and remove it from any Project into which it may have been placed. HVL at its discretion may charge interest at the rate of one-and-one-half percent (1.5%) per month, or such lesser amount as is allowed by law for outstanding balances. You shall have no obligation to use the Content; however, payment is still required for any Content, whether or not such Content is used in Your Project.

6. Delivery and Fulfillment Fees

For deliveries of Content on Tape, drives or DVD or other physical media, rather than downloading, You must contact HVL directly and agree to pay, in addition to our costs, any express delivery charges and media fees described on the Transaction Summary. Express delivery is by UPS, FedEx or other express delivery service as mutually agreed to by the parties.

7. Taxes and Duties

You are responsible for paying any and all applicable sales taxes, use taxes, value added taxes, customs and duties imposed by any jurisdiction as a result of the license granted to You, or Your use of the Content, pursuant to this Agreement in addition to the License Fee for the Content.

8. Releases and Clearances

When requested and if available, HVL may notify You in writing where it has obtained a personal release and/or a property release for Content. Except as may be provided in a written notice given specifically by HVL to You, HVL does not provide any copyright clearance or personal or property releases with respect to the Content and grants no rights and makes no warranties with regard to the use of names, people, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Content. You shall be solely responsible for determining whether a clearance or release is required in connection with Your proposed use of such Content, including but not limited to rights from any trade union, organization or guild, or if any master use, synchronization, performance or other rights are required with respect to any music in the Content. Your ability to access Content does not entitle You to use such Content and HVL does not make any representations or warranties that it owns or licenses any rights related to or in any persons, places, property (real, personal or any other kind) or subject matter depicted in any Content. Items depicted in the Content may be subject to copyrights, trademarks, rights of publicity, moral rights or other rights of another party. No employee or representative of HVL may make, and You shall not rely upon, any representations or warranties other than those expressly stated in this Agreement. You agree to provide, upon request by HVL, all copies of consents and clearances obtained pursuant to this provision.

9. Unauthorized Use

Licensee acknowledges and agrees that any unauthorized or unlicensed use of any Content by Licensee constitutes infringement of copyright and other applicable laws and shall entitle HVL to exercise all rights and remedies available at law or in equity, including but not limited to monetary damages and injunctive relief against all users and beneficiaries of the use of such Content. In addition to any other fees, damages and penalties available at law or under this Agreement, HVL reserves the right to assess and you agree to pay a fee equal to five (5) times HVL’s License Fee for such misuse or unlicensed use of the Content. The foregoing is not a limiting statement of HVL’s or its suppliers’ rights or remedies in connection with any unauthorized use of the Content or any breach of this Agreement. Without limiting any of the foregoing, if, for any reason, the Content comes into the possession of any unauthorized third person, firm or corporation while it is in your control and due to your negligence or willful misconduct, you shall undertake reasonable efforts to recover the Content and to recover on HVL’s behalf any damages sustained by HVL by reason of the unauthorized use thereof.

10. Termination of License

HVL reserves the right to terminate, revoke, and/or withdraw any and all licenses granted hereunder upon Your failure to comply with any provisions of this Agreement, including but not limited to the Footage Licensing Restrictions set forth in Section 3 above, or make full payment when due for the Content. HVL shall be entitled to pursue all remedies available under copyright and other laws in the event You breach any term or obligation of this Agreement. In the event of any termination, neither You nor any other person or entity covered by the license granted to You under this Agreement shall have any further right to make any use of the Content, including the Content that has been included in a produced or finished Project.

11. Electronic Storage

In producing the Project authorized by this Agreement, You shall limit access to the Content to those having a bona fide need to facilitate production or creation of any such authorized Project. Upon termination or expiration of the Term of this Agreement, You agree to cease use of all Content and shall promptly delete or destroy all digital copies, except that You may retain one copy of the permitted work You create incorporating the Content as necessary for archival purposes.

12. Protection of Content

If Content is licensed by You for use on the Internet, or other online or interactive media outlet, You shall use Your best efforts to protect and secure the Content to ensure that it cannot be copied, that it retains its linear production for which it was licensed, and cannot be searched and downloaded in broadcast or substantially comparable quality.

13. Copyright and Copyright Notice; Trademarks

All Content is copyrighted by HVL or HVL’s supplier and is protected by United States Copyright laws, international treaty provisions and other applicable laws. No title or intellectual property rights in the Content, except for the license granted herein, are transferred to You by this Agreement. HVL retains all rights not expressly granted by this Agreement. Any trademarks, service marks, design marks, logos and/or trade dress included in the Content is subject to the rights of the exclusive owners of such marks and/or trade dress and no license or permission to use such marks is granted by this Agreement.

14. Credit

In the event any attribution credits are provided to any third parties, other than credits required by law, in connection with any Project, You shall include a credit line that reads “Footage provided by ‘Home Video Licensing’ and ‘Vin Di Bona Productions,’” or such other credit as separately identified in the Transaction Summary for the Project. Such attribution credit shall be equal in all respects to any credit accorded to any other third party providing comparable services or content. Failure to include such credit when credit is provided for third parties shall be deemed a material breach of this Agreement and shall entitle HVL, at its discretion and without limitation to other remedies, to assess an additional fee against Licensee equal to two (2) times the License Fee for all Content licensed for such Project.

15. Withdrawal

HVL shall have the right to withdraw Content because of actual or threatened litigation with respect to the Content; any binding declaration or order issued by a competent court or government authority that prevents the Content from being distributed or substantially limits such distribution; or any reason beyond HVL’s control. HVL shall give You as much advance notice as practicable of any such withdrawal. You acknowledge that HVL’s right to withdraw Content pursuant to this paragraph is of a special and unique character which gives it a peculiar value and that Your license or other exploitation of Content after the effective date of a notice of withdrawal could cause HVL irreparable injury and damage. You, therefore, agree that in addition to any right or remedy granted HVL hereunder, HVL shall be entitled to injunctive and other equitable relief against You to prevent any exploitation after the effective date of a notice of withdrawal. In the event of any notice of withdrawal by HVL, You agree to physically remove the Content from Your premises, your computer systems and your storage (electronic or physical) and, to the extent possible, destroy, cease any use of or require any applicable party to cease any continued use of any Content incorporated into any finished Project at Your own expense.

16. Limited Warranty and Disclaimers

16.1 HVL warrants (a) it has all necessary rights and authority to enter into and perform under this Agreement; (b) subject to Section 8, and to the best of its knowledge, Your authorized use of the Content will not violate any third party copyrights to the underlying Content, and (c) the Content shall be free from defects in material and workmanship for 30 days from the date of the Transaction Summary.

16.2 Except as provided in the limited warranty set forth above, HVL, its content suppliers and licensors expressly disclaim any and all representations, warranties and conditions of any kind or nature, express, implied or statutory, including without limitation, performance, merchantability, durability, fitness for a particular purpose, or from a course of dealing or use in trade.

16.3 The sole and exclusive remedy for a breach of section 16.1(c) of the limited warranty is the replacement of the content or refund of the license fee, at HVL’s option.

17. Limitation Of Liability

Except for any liability which cannot by law be excluded or limited, neither HVL nor any HVL subsidiary, successor, predecessor, parent, affiliate, officer, director, employee, contractor, content supplier, or licensor shall be liable to you or any other third party claiming through you for special, indirect, consequential or incidental damages, punitive, statutory, or lost profits or any other damages arising out of, or relating to this agreement and/or your use or inability to use the content, whether framed as a breach of warranty of merchantability, title, non-infringement, or fitness for a particular purpose, in tort, contract, failure of essential purpose or otherwise. In no event shall the total aggregate liability of HVL or any of its subsidiaries, successors, predecessors, parents, affiliates, or content suppliers, or their respective officers, directors, employees, contractors, or licensors owed to you or any third party claiming through you arising from this agreement, its termination or expiration, and/or your use of any content provided by HVL, exceed ten (10) times the monetary amount actually received by HVL for the use of the applicable content.

18. Licensee Warranties

You represent and warrant that (a) You are at least eighteen years of age and have the full right and authority to enter into this Agreement on behalf of You and/or the entity listed under Client Name on the Transaction Summary, (b) Licensee’s use of the Content will comply with the terms and conditions herein and those set forth in the Transaction Summary, and (c) You are responsible for determining whether Your use of any Content in the Project requires the consent of any other party or the license of any additional rights and obtaining such consents/licenses if required.

19. Indemnification

19.1 Licensee indemnification obligations - You agree to defend, indemnify and hold harmless HVL, its content suppliers, licensors, affiliates and each of their respective officers, directors, employees, affiliates, successors, assigns, distributors and agents against all claims (including, without limitation, claims by third parties), lawsuits, demands, damages, judgments, costs and expenses (including reasonable attorneys’ fees and permitted and authorized costs) arising out of or related to (i) Your breach of the terms, restrictions, conditions, and/or warranties of this Agreement (including the terms, conditions, and restrictions identified on the Transaction Summary), (ii) Your modification of or alterations to any Content or combination of any Content or any context in which the Content is placed, or use with any text or other content, (iii) Your failure to obtain any required or necessary releases or clearances or other permissions for Your use of the Content, (iv) except as set forth in Section 16 regarding HVL’s warranties, any violation of any intellectual property right or violation of any privacy or publicity right, or (v) the negligent conduct of You or any of Your employees, contractors, agents, clients, principals, or users.

19.2 HVL’s indemnification obligations - Provided that the Content is used in accordance with this Agreement, including the terms in the Transaction Summary, HVL shall defend, indemnify and hold You harmless from all damages (excluding punitive damages), liabilities and expenses (including reasonable outside attorney's fees and permitted and authorized costs), arising out of or related to HVL’s breach of the warranties to You in Section 16 above. Notwithstanding the foregoing HVL shall have no obligation under this section unless You provide HVL with written notice within fifteen (15) days of Your receipt of any claim subject to this indemnity and the right to defend or control the defense of such claim and shall not, in any case, have any obligation with respect to any claims covered under Section 19.1 above.

20. Marketing and Promotion

By using any Content, You grant HVL the right to display or reference Your derivative work using or incorporating such Content, in any reasonable marketing, educational, and/or promotional purpose as an example of customer usage.

21. Copy of Usage

To ensure compliance with the terms and conditions of this Agreement, You agree to furnish HVL with a copy of Your Project within thirty days after such Project is made available to the general public, at no additional cost to HVL.

22. Confidentiality

During this Agreement, HVL may provide You with certain pricing, technical, marketing and other confidential information. You acknowledge that such confidential information encompasses valuable trade secrets which are proprietary to HVL. You agree that You will maintain the confidentiality of any confidential information that HVL may provide You, and You shall not use or disclose such confidential information without the prior written consent of HVL or its content suppliers, as the case may be.

23. Governing Law

This Agreement will be governed in all respects by the laws of the State of California, U.S.A., without reference to its laws relating to conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. You agree to reimburse HVL for its legal fees, costs and disbursements if HVL is successful in enforcing any of its rights under this Agreement including, without limitation, in connection with any action to collect payment or to enforce limitations on the use of Content.

24. Binding Arbitration and Class Action Waiver for U.S. Residents

This section applies to any dispute except it does not include a dispute relating to the enforcement or validity of your, Cara’s, or any of our platform service provider or content licensor’s intellectual property rights, a “Dispute” means any dispute, claims, causes of action, actions, or controversy between you and Cara arising under, out of, or relating to the HVL website, the platform, or the content or your use or access thereof, or these terms, whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis. Notwithstanding the following provisions, Cara may bring an action in a court of law against you for any infringement of intellectual property rights and for related equitable relief.

Arbitration - You agree that any dispute shall be finally resolved and decided on an individual basis in accordance with the comprehensive arbitration rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by a single arbitrator appointed in accordance with such rules. The arbitration shall take place in Los Angeles, California in the English language and the arbitral decision may be enforced in any court of appropriate jurisdiction. YOU ARE GIVING UP THE RIGHT TO RESOLVE OR LITIGATE ANY DISPUTE IN A COURT BEFORE A JUDGE OR JURY.

No Class Actions - Any proceedings to resolve or litigate any Dispute will be conducted solely on an individual basis. To the fullest extent permitted by applicable law, neither you nor Cara will seek to have any Dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

If the class action waiver above is found to be illegal or unenforceable as to all or some parts of a Dispute, then it will not apply to those parts. Instead, those parts will be severed and proceed in arbitration. If any other provision of this section (such as the arbitration provision) is found to be illegal or unenforceable, that provision will be severed with the remainder of this section remaining in full force and effect, and with any Dispute then subject to litigation exclusively in a court of appropriate jurisdiction only in the County of Los Angeles, California, United States.

One-Year Period To File Claims - To the extent permitted by law, any claim or cause of action for a Dispute must be submitted to arbitration within one (1) year after such claim or cause of action arises. The one-year period begins when the claim or cause of action for the Dispute could have been first filed. If a claim or cause of action for a Dispute is not filed within one year, it is permanently barred.

25. Miscellaneous

This Agreement, as well as agreements and other documents referred to in this Agreement constitute the entire agreement between the parties with regard to the subject matter hereof and thereof. This Agreement supersedes all previous agreements, both oral and written, between or among the parties. If any provision of this Agreement is determined by a court to be invalid or unenforceable, such determination shall not affect any other provision of this Agreement, each of which shall be construed and enforced as if such invalid or unenforceable provision were not contained herein.