LIMITATION OF LIABILITY. IN NO EVENT WILL ONELOUDR, ITS SUPPLIERS, OR LICENSORS, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES AND EACH OF THEM BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR FAILURE OF PERFORMANCE; LOSS, THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF YOUR RECORDS OR INFORMATION; LOSS OF GOODWILL; LOSS OF DATA; USE OF OR RELIANCE ON THE CONTENT OR THE SERVICE; DAMAGES ASSOCIATED WITH ANY VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT; STOPPAGE OF OTHER WORK; OR IMPAIRMENT OF OTHER ASSETS) ARISING OUT OF OR RELATED TO THE USE OF, DELAY IN BEING ABLE TO USE, OR INABILITY TO USE, THIS SITE, THE MATERIALS, PRODUCTS AND SERVICES IT PROVIDES, OR ANY OTHER HYPERLINKED WEB SITE OR ANY THIRD-PARTY PRODUCTS OR SERVICES REGARDLESS OF LEGAL THEORY, EVEN IF ONELOUDR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURSIDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL ONELOUDR'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION REGARDLESS OF LEGAL THEORY, EXCEED THE GREATER OF THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE OR $50.

JURISDICTION. This Service is controlled and operated by Oneloudr from its offices within the State of Tennessee, United States of America. Oneloudr makes no representation that Materials in the Service are appropriate or available for use in other locations. Those who choose to access this Service from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Use of this Service is unauthorized in any jurisdiction that does not give effect to all provisions of these terms of use, including without limitation this paragraph.

GENERAL. These Terms of Use shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflicts of law principles. Oneloudr's performance of these Terms of Use is subject to existing laws and legal process, and nothing contained in these Terms of Use shall derogate Oneloudr's right to comply with law enforcement requests or requirements relating to your use of this Service or information provided to or gathered by Oneloudr with respect to such use. If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. These Terms of Use constitute the entire agreement between the parties relating to the subject matter herein, and replace all prior or contemporaneous communications, oral or written.

Oneloudr Commercial Licensee Terms

This agreement ("Agreement") sets forth the terms under which Oneloudr grants you ("Licensee") a license to make commercial use of a song posted on the Oneloudr service. For good and valuable consideration, the receipt of which is acknowledged, the parties agree as follows.

1. Definitions

Artist: the author or authors of the Song or other party that currently owns the rights to the Song licensed in this Agreement.

License Purchase Terms: the commercial terms completed and executed by Licensee in connection with this Agreement that describe the Song, the Use, the Work, and the fee to be paid for it (and which are hereby incorporated by reference).

Media: any recording or distribution medium, now existing or later developed in any format or version.

Song: the musical composition created by Artist and embodied in a sound recording that (a) was created by Artist; (b) posted on the Oneloudr Service; and (c) licensed pursuant to this Agreement as identified in the License Purchase Terms.

Use: the use that Licensee will make of the Song as selected and described by Licensee in the License Purchase Terms.

Work: the audiovisual work, radio commercial, or other work into which the Song will be synchronized or otherwise incorporated as set forth by Licensee in the License Purchase Terms.

2. License

a. Non-exclusive License. Subject to the terms and conditions of this Agreement, Oneloudr grants Licensee a world-wide, non-exclusive indefinite term license in all Media to make the Use of the Song that Licensee has described in the License Purchase Terms. Oneloudr further grants Licensee the right, in accordance with the terms of this Agreement, to reproduce, distribute, and digitally transmit the Song as needed to make the Use and create and distribute the Work specified in the License Purchase Terms.

b. Limitations. The license granted pursuant to Section 2(b) is limited to the Use described in the License Purchase Terms. As set forth in the License Purchase Terms, the Use described in the License Purchase Terms is intended to include the use of the song in only one Work. Additional works or new works based upon the original Work require the purchase of additional licenses.

c. Attribution. When reasonably practicable, Licensee will provide with the Work the name of the Song, the Artist and the fact that the song was licensed from Oneloudr. For the avoidance of doubt and without limitation, this obligation applies to Works that are audiovisual works where such credit is traditionally given, including, but not limited to, films, episodes of television shows, and video games, but does not apply to television and radio commercials.

d. Further Obligation. Licensee will deliver 3 copies of the Work (or a single, digital copy in a non copy-protected format) within 30 days of its first commercial use or distribution.

e. Transferability of License. Oneloudr grants Licensee a license, in accordance with the terms of this Agreement, to sublicense the rights granted in this Section solely in connection with the creation of the Work and as necessary to make the Use. The licenses granted herein are not otherwise transferable except in connection with the assignment of this Agreement as set forth in Section 9.

3. Licensing Fees and Payment

a. Licensing Fees. Licensee will pay Oneloudr the fees set forth in the License Purchase Terms or as otherwise agreed by the parties pursuant to the "Make an Offer" option. Unless otherwise agreed in writing, Licensee will make payment in accordance with, and using the methods set forth in, the License Purchase Terms.

b. Payment Terms. Any late payment will accrue interest at the lesser of the U.S. Prime Rate of interest plus 3% per month or the maximum interest allowable under applicable law. If Licensee fails to make payment, Licensee will be responsible for all reasonable expenses (including attorneys' fees) incurred by Oneloudr in collecting such amounts. All payments due hereunder are in U.S. dollars and are exclusive of any applicable taxes, for which Licensee shall be responsible.

4. Ownership

a. Intellectual Property Rights. All intellectual property rights (including, but not limited to, copyrights, trademarks, and rights of publicity) in or related to the Song are and will remain the exclusive property of Oneloudr or the Artist, whether or not specifically recognized or perfected under law. Licensee will not take any action that jeopardizes Oneloudr's or the Artist's proprietary rights, or acquire any right in the Song, except the limited rights specified in this Agreement.

b. Use. Licensee may use Oneloudr's trademarks and the Artist's trademarks, identity and persona exclusively in connection with the advertisement and promotion of the Work and the attribution of the Song. From time to time and upon request of Oneloudr, Licensee will deliver representative samples of any marketing or promotional materials created by or for Licensee that bear a Oneloudr trademark.

5. NO CONSEQUENTIAL DAMAGES; LIMITATION ON LIABILITY

UNDER NO CIRCUMSTANCES WILL ONELOUDR BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. IN NO EVENT WILL THE AGGREGATE LIABILITY THAT ONELOUDR MAY INCUR IN ANY ACTION OR PROCEEDING EXCEED THE TOTAL AMOUNT OF LICENSING FEES PAID BY LICENSEE TO ONELOUDR FOR THE SONG. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH IN THIS SECTION 5WILL NOT APPLY ONLY IF AND TO THE EXTENT THAT THE LAW OR A COURT OF COMPETENT JURISDICTION REQUIRES LIABILITY UNDER APPLICABLE LAW BEYOND AND DESPITE THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS.

6. DISCLAIMER

THE SONG IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE SONG, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY ONELOUDR, OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT) ARE, TO THE MAXIMUM EXTENT ALLOWED BY LAW, HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED.

7. INDEPENDENT PARTIES

Licensee and Oneloudr are independent parties. Nothing in this Agreement will be construed to make either party an agent, employee, franchisee, joint venturer or legal representative of the other party. Except as otherwise provided in this Agreement, neither party will have nor represent itself to have any authority to bind the other party or act on its behalf.

8. NOTICES

All notices and requests in connection with this Agreement shall be deemed given as of the day they are received either by receipted, nationwide overnight delivery service, or in the U.S. mails, postage prepaid, certified or registered, return receipt requested, to the address specified in the License Purchase Terms to the attention of the Licensee representative and to the attention of the Oneloudr representative designated in this Agreement or to any other address that may be designated by prior notice.

9. ASSIGNMENT

Licensee may assign this Agreement or any of its rights or obligations, upon notice to Oneloudr, to its parent or any affiliated company or to any other company or entity pursuant to a merger, acquisition, sale corporate reorganization or other similar transaction. Oneloudr may assign, delegate, sub-contract or transfer this Agreement or any of its rights or obligations hereunder. Licensee acknowledges that the provisions of this Agreement are intended to inure to the benefit of the Artist as a third party beneficiary of this Agreement, and the Artist will be entitled to enforce such provisions against Licensee. Licensee further acknowledges that the Artist accepts its third party beneficiary rights hereunder and that such rights will be deemed irrevocable.

10. ARBITRATION

Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. To initiate arbitration, either party will file the appropriate notice at the Regional Office of the AAA in Nashville, Tennessee, U.S.A. The arbitration proceeding will take place AAA in Nashville, Tennessee, U.S.A. The arbitral award will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrators. Any additional costs, fees or expenses incurred in enforcing the arbitral award will be charged against the party that resists its enforcement. Nothing in this Section will prevent the parties from seeking interim injunctive relief against one another.

11. GENERAL

This Agreement will be governed by and interpreted in accordance with the laws of Tennessee, excluding its conflict of law principles. The parties hereby submit to the jurisdiction of the state or federal courts located in Nashville, Tennessee, waiving any objection to forum non conveniens. This Agreement constitutes the complete and entire statement of all terms, conditions and representations of the agreement between Artist and Oneloudr with respect to its subject matter and supersedes all prior writings or understanding. Except as otherwise provided above, any waiver, amendment or other modification of this Agreement will not be effective unless in writing and signed by the party against whom enforcement is sought. If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement. Sections 4 through 11 of this Agreement will survive any expiration or termination of this Agreement. No provision of this Agreement, nor any ambiguities that may be contained herein, shall be construed against any party on the ground that such party or its counsel drafted the provision at issue or that the provision at issue contains a covenant, representation or warranty of such party. All rights and remedies of the parties set forth in this Agreement shall be cumulative, and none shall exclude any other right or remedy allowed by applicable law.

Remix Agreement

This agreement ("Agreement") sets forth the terms under which Oneloudr authorizes you ("New Artist") to create a remixed version of an Original Master that has been posted on the Oneloudr service. The Original Artist has licensed to Oneloudr certain rights with respect to the Original Song with the right to further sublicense rights to other artists, such as the New Artist. For good and valuable consideration, the receipt of which is acknowledged, the parties agree as follows.

1. Definitions

Media: any recording or distribution medium, now existing or later developed in any format or version.

New Master: the sound recording based on the Original Master created by New Artist by sampling, modifying, or adding instrumental or vocal tracks to the Original Master.

New Composition: the musical composition that is a derivative version of the Original Composition and that is embodied in the New Master.

New Song: collectively, the New Composition and the New Master.

Original Artist: the author or authors of the Original Composition.

Original Composition: the musical composition created by Original Artist and embodied in the Original Master.

Original Master: a sound recording that (a) was created by Original Artist; and (b) posted on the Oneloudr Service by Original Artist; and (c) downloaded by New Artist for use pursuant to this Agreement.

Original Song: collectively the Original Composition and Original Master.

2. License

a. Grant. Oneloudr grants New Artist a non-exclusive and non-transferable right, in accordance with the terms of this Agreement, to copy the Original Song as necessary for use under this Agreement and to create a single derivative work of the Original Song by modifying the Original Master through remixing, sampling, adding additional vocal or instrumental tracks, or otherwise changing it.

b. Restrictions on Grant. Notwithstanding the foregoing, the intent of the license set forth in this Section is to facilitate the creation of a significantly modified work that recasts, transforms, adapts, or adds to the Original Composition. Changes unlikely to be perceived as significant by listeners (by way of example, but not limited to, adding a few seconds of silence to the beginning or end of the track) violate the terms of the license set forth in this Section 2 and will thus result in New Artist gaining no rights pursuant to Section 3 of this Agreement.

3. Intellectual Property Rights in New Song

a. Ownership of New Master and New Composition. The New Artist(s) and Artist are joint authors of each New Master and New Composition and co-owners of the copyrights therein. Any registration of the New Master or New Composition with any governmental copyright office, including, but not limited to the U.S. Copyright Office, or with any collecting society, including, but not limited to ASCAP, BMI, SESAC, or SoundExchange, shall acknowledge such joint authorship and co-ownership. The joint authorship will be attributed and acknowledged in connection with any publication of the New Song.

b. Credits. Artist and each New Artist will be entitled to revenues in proportion to their contribution to the New Song., with each such percentage portion of revenues considered a "Credit." The contribution and Credit will be defined by the number of tracks contributed to the recording. By way of example, and without limitation, an Artist may post a song and designate it as having two tracks, keyboards and vocals. If a New Artist creates a New Song by adding an additional track to the foregoing song, then the New Song would consist of three tracks, with the Artist owning two credits in such song and the New Artist owning one credit.

c Trademarks and Right of Publicity. New Artist hereby grants Oneloudr and Original Artist a non-exclusive, assignable and sub-licensable license to reproduce and display New Artist's trademarks, service marks, logos, and any elements associated with the identity of New Artist including, but not limited to New Artist's name, likeness, or signature, for the purpose of identifying the New Artist or any portion thereof in connection with (a) the promotion and marketing of the New Song in any Media and (b) the promotion of the Oneloudr website and business.

d. Other Revenue. In addition to and aside from the revenue division specified in this Agreement, and unless otherwise agreed by the New Artist and Artist, the New Artist agrees to pay the New Artist a portion of all gross income from commercial exploitation of the New Song in proportion to the Credits owned by New Artist in the New Song. For the avoidance of doubt, Artist has agreed to a reciprocal obligation to New Artist pursuant to the Oneloudr Artist Agreement , which is hereby incorporated by reference. Unless otherwise agreed by the New Artist and Artist, each will bear its own expenses, taxes, and other costs associated with creating and exploiting the New Song.

e. Further Exploitation of New Song. The New Artist will reasonably cooperate with the Original Artist to exploit the New Song. In any event, except as set forth in this Agreement, exploitation of the New Song, including, but not limited to securing publishing and performance royalties, is the mutual responsibility of New Artist and Artist and not Oneloudr.

f Third Party Beneficiary. NewArtist acknowledges that the provisions of this Section 3 are intended to inure to the benefit of the Original Artist as a third party beneficiary of this Agreement, and the Original Artist will be entitled to enforce such provisions against Artist. New Artist further acknowledges that the Original Artist accepts its third party beneficiary rights hereunder and that such rights will be deemed irrevocable.

g. Original Song. For the avoidance of doubt, New Artist acknowledges that this Agreement grants New Artist no rights in, and creates no obligations with respect to, the Original Song or any derivative work based on the Original Song other than the rights needed to create and exploit the New Master and New Composition pursuant to this Agreement.

4. Exploitation of the New Song by Oneloudr

The Oneloudr Artist Agreement is hereby incorporated by reference. The parties agree that the New Song created pursuant to this Agreement will be considered to be a Song as set forth in the Oneloudr Artist Agreement. All rights, obligations, terms and conditions of the Oneloudr Artist Agreement that apply to Songs pursuant to the Oneloudr Artist Agreement will thus apply to the New Song created pursuant to this Agreement.

5. WARRANTIES

a. Authority. New Artist represents and warrants that: (i) it has the authority to enter into this Agreement, (ii) it has the right to provide the New Song (subject only to Original Artist's rights) and grant licenses therein to Oneloudr, and (iii) all rights granted to Oneloudr will be free of any claims, liens or conflicting rights in favor of any third party other than Original Artist.

b. Clearance. New Artist represents and warrants that it has obtained all releases, consents, and permissions required with respect to the New Song necessary for the execution and performance of this Agreement and for the commercial exploitation of the New Song.

c. Legal Status of New Song. New Artist represents and warrants that the New Song will not contain material that is defamatory, libelous, obscene, indecent, or illegal or that violates any right of confidentiality, privacy or publicity of any third party or that violates any copyright, trademark, trade secret, or other intellectual property right of any third party.

d. Remedies. With respect to any breach of warranty provided under this Section 5, New Artist shall at Oneloudr's option and request, in addition to any other remedy provided under this Agreement and at no additional cost to Oneloudr, replace or modify the New Song to correct any noncomformity.

6. INDEMNIFICATION

a. Indemnity. New Artist agrees to defend, indemnify, and hold Oneloudr and the Original Artist harmless against any loss, cost, liability, and expense (including reasonable attorneys' fees) arising from any breach of the representations and warranties set forth in Section 5.

b. Settlement. New Artist shall not, without the prior written consent of Oneloudr, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened claim covered by the indemnity provided in this Section unless the settlement, compromise or consent provides for and includes an express, unconditional release of all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, against Oneloudr.

7. NO CONSEQUENTIAL DAMAGES

UNDER NO CIRCUMSTANCES WILL ONELOUDR BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. IN NO EVENT WILL THE AGGREGATE LIABILITY THAT ONELOUDR MAY INCUR IN ANY ACTION OR PROCEEDING EXCEED THE LESSER OF $100 OR THE TOTAL AMOUNT OF ROYALTIES PAID BY ONELOUDR DURING THE PAST YEAR OF THE CURRENT TERM. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH IN THIS SECTION 7 WILL NOT APPLY ONLY IF AND TO THE EXTENT THAT THE LAW OR A COURT OF COMPETENT JURISDICTION REQUIRES LIABILITY UNDER APPLICABLE LAW BEYOND AND DESPITE THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS.

8. TERM AND TERMINATION

This Agreement will become effective as of the Effective Date, and will remain in effect for a one year term. After each then-current Term, the Agreement shall automatically renew for successive Terms unless either party provides at least thirty (30) days written notice of non-renewal prior to the end of the then-current Term.

9. CONSEQUENCES OF TERMINATION

Upon expiration or termination of this Agreement for any reason, Oneloudr shall have no further obligation to New Artist pursuant to this Agreement. Sections 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15 will survive the expiration or termination of this Agreement. Any future license or assignment New Artist makes of the Song or New Song will remain subject to this Agreement and the licenses set forth herein unless (a) otherwise agreed by the parties or (b) New Artist properly terminates the Agreement in accordance with its terms.

10. INDEPENDENT PARTIES

New Artist is an independent contractor and shall be solely responsible for any unemployment or disability insurance payments, or any social security, income tax or other withholdings, deductions or payments which may be required by national or local law with respect to any sums paid New Artist hereunder. Neither this Agreement, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture, agency relationship or other fiduciary relationship between the parties or granting a franchise between the parties. New Artist is not Oneloudr's agent or representative and has no authority to bind or commit Oneloudr to any agreements or other obligations.

11. NOTICES

All notices and requests in connection with this Agreement shall be deemed given as of the day they are received either by receipted, nationwide overnight delivery service, or in the U.S. mails, postage prepaid, certified or registered, return receipt requested, to the address specified on the first page of this Agreement to the attention of the New Artist representative and to the attention of the Oneloudr representative designated in this Agreement or to any other address that may be designated by prior notice.

12. ASSIGNMENT

New Artist may not assign, delegate, sub-contract or otherwise transfer this Agreement or any of its rights or obligations hereunder without the express written permission of Oneloudr. Any assignment in violation of this Section shall be void and unenforceable. Oneloudr may assign, delegate, sub-contract or transfer this Agreement or any of its rights or obligations hereunder. New Artist hereby consents in advance to any such assignment, subcontract, or transfer.

13. THIRD PARTY BENEFICIARY

New Artist acknowledges that the provisions of this Agreement are intended to inure to the benefit of the Original Artist as a third party beneficiary of this Agreement, and the Original Artist will be entitled to enforce such provisions against New Artist. New Artist further acknowledges that the Original Artist accepts its third party beneficiary rights hereunder and that such rights will be deemed irrevocable.

14. ARBITRATION

Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. To initiate arbitration, either party will file the appropriate notice at the Regional Office of the AAA in Nashville, Tennessee, U.S.A. The arbitration proceeding will take place AAA in Nashville, Tennessee, U.S.A. The arbitral award will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrators. Any additional costs, fees or expenses incurred in enforcing the arbitral award will be charged against the party that resists its enforcement. Nothing in this Section will prevent the parties from seeking interim injunctive relief against one another.

15. GENERAL

This Agreement will be governed by and interpreted in accordance with the laws of Tennessee, excluding its conflict of law principles. The parties hereby submit to the jurisdiction of the state or federal courts located in Nashville, Tennessee, waiving any objection to forum non conveniens. This Agreement constitutes the complete and entire statement of all terms, conditions and representations of the agreement between New Artist and Oneloudr with respect to its subject matter and supersedes all prior writings or understanding. Except as otherwise provided above, any waiver, amendment or other modification of this Agreement will not be effective unless in writing and signed by the party against whom enforcement is sought. If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement. No provision of this Agreement, nor any ambiguities that may be contained herein, shall be construed against any party on the ground that such party or its counsel drafted the provision at issue or that the provision at issue contains a covenant, representation or warranty of such party. All rights and remedies of the parties set forth in this Agreement shall be cumulative, and none shall exclude any other right or remedy allowed by applicable law.