Rightsbridge

Terms and Conditions

Please note that by using this website you agree to be bound by the Terms and Conditions set out below.

1. Introduction

1.1Rightsbridge offers a copyright management service along with additional support services (“the Service”). “Rightsbridge” is a trading name of Rightsbridge Ltd, also known as “Us” or “We” or the “Authorised Party” throughout the Agreement, a company registered in Scotland (Company Number SC515485) with registered office at Studio 5.11, The Whisky Bond, 2 Dawson Road, Glasgow G4 9SS, United Kingdom.

1.2 In creating an account with Rightsbridge you (“the Client”) hereby agree to the following Terms and Conditions and authorise Rightsbridge to administer your copyrights (or those copyrights within your control) within the Works and Recordings submitted to the Service by the Client.

1.3 By using the Service and/or submitting information about Rightsholder(s), Musical Work(s) and/or Recording(s) to Rightsbridge you agree to be bound by the Terms and Conditions set out below. If you do not agree to be bound by these Terms and Conditions please do not use the Service or access the Website.

1.4 These Terms and Conditions constitute the entire Terms and Conditions upon which Rightsbridge provides the Service and upon which the Client agrees to contract for the use of the Service except where specifically varied by written agreement by Rightsbridge and they supersede any written or oral representations, statements, understandings or agreements.

1.5 The Client allows the Authorised Party to perform the following actions on their behalf and/or on behalf of the interested parties they represent (the Rightsholders):

1.6 From time to time it will be necessary to update the Terms and Conditions and you agree to be bound by the new Terms and Conditions after the implementation date for the revised Terms and Conditions.

2. Definitions

In this Agreement: -

“Agreement” means these Terms and Conditions together with the Client’s Submission and use of the Rightsbridge Service or Website.

“Date of Agreement” means the date the Client first pays for the Service.

“Exploitation Period” means the dates that Rightsbridge represents the rights of a Rightsholder, Work or Recording.

“Client“ means an individual, company, firm, corporation or public authority or anyone who represents Intellectual Property and who uses this Service.

“CMO” or “Collective Management Organisation(s)” means the company(s) or society(s) where the copyrights will be registered to allow third party music users to license the material including but not limited to PRS for Music (UK), PPL (UK), MCPS (UK).

“Intellectual Property” means any patent, invention, copyright, database right, registered or unregistered design, trademark (whether registered or unregistered), trade name, logo, trade secrets, know-how or other industrial or intellectual property right subsisting anywhere in the World, and applications for any of the foregoing, together with the goodwill thereon.

“Mechanical Royalties” or “Mechanical Rights” means the royalties generated or the right to control the mechanical reproduction of lyrical or musical material protected by copyright.

“Metadata” means specific type of information about Rightsholders(s) and/or Work(s) and/or Recording(s) required by Rightsbridge to allow them to deliver the Service.

“Musical Work(s)” or “Work(s)” mean a musical composition, single song or collection of songs (containing musical and/or lyrical content) created, owned or controlled in whole or in part by a Rightsholder and is lawfully represented by the Client.

“Performance Royalties” or “Performance Rights” means the royalties generated by or the right to control the public performance of lyrical or musical material protected by copyright.

“Phonographic Master Royalties” or “Phonographic Master Rights” means the royalties generated by or the right to control the public performance of a Recording protected by copyright and owned or controlled by a Rightholder.

“Phonographic Performance Royalties” or “Phonographic Performance Rights” means the royalties generated by or the right to remuneration from the public performance of a Recording containing the performance of a Rightsholder.

“Point of Confirmation” means the point when the Client has confirmed the accuracy of the Metadata details of their Rightsholder(s) and/or Work(s) and/or Recording(s) and has completed the Submission of such.

"Point of Registration" means the point at which the Metadata for a Rightsholder and/or Work(s) and/or Recording(s) has been submitted to and approved by Rightsbridge and has been submitted by Rightsbridge for registration with a Copyright Management Organisation(s).

“Quarter” or “Calendar Quarter” means the quarter period of the year in which royalties are calculated or paid. Q1 runs from January to March, Q2 from April to June, Q3 from July to September and Q4 from October to December.

“Recording” means an individual sound recording that contains a musical performance.

“Rightsholder” means an individual, company, firm, corporation or public authority that controls the rights involved in the Work(s) and/or Recording(s) in question.

“Streaming Manipulation” means any activity or method used which involves the artificial creation, whether this is by human or non-human means, of any online/offline audio plays and/or audio-visual streaming activity in which such plays do not represent fully what is considered bona fide end user listening by genuine end users and which may involve or include, but is not limited to, increasing, generating or manipulating play counts, sales, engagement activity, metadata, or other key metrics used by Rightsbridge through the use of bots, scripts, viruses, worms or any other computer codes, files, programs or automated processes, click-farms, troll-farms, inauthentic accounts, shared account information, or virtual private networks. Streaming Manipulation can be the result of direct or indirect activities undertaken in order to artificially improve chart positioning, increase market share, increase royalty or other payments to the Client, or for any other fraudulent or dishonest purposes.

“Submission(s)” means the submitting by the Client to Rightsbridge of information relating to any Rightsholder(s) and/or Work(s) and/or Recording(s) by any means deemed acceptable by Rightsbridge. Submission of this information shall be deemed as confirmation to Rightsbridge to proceed with the Service.

“Territory” means the World and the known Universe or any subsection thereof as indicated by the Client and agreed by Rightsbridge.

“Term” means the duration of this Agreement as defined in Clause 6 of this Agreement.

“Website” means the Rightsbridge website currently operating under the domain name of rightsbridge.com or its subdomain dashboard.rightsbridge.com.

“Working Day” means within the hours of 10:00 am to 6:00 pm in the UK on a Monday to Friday only not including weekends or bank holidays or statutory holidays.

“Writing” includes any written paper document and any e-mail correspondence.

3. Service Provision

3.1 Rightsbridge holds the right in its sole discretion to accept or reject any Submission.

3.2 Rightsbridge shall use all reasonable efforts to deliver the Service in accordance with the Website's description of the Service.

3.3 Rightsbridge reserves the right to make changes to the Service at any time for any reason, including but not limited to, technical, legal, or business reasons. Any significant changes to the Service will be notified to you via the Website or by e-mail correspondence.

3.4 Rightsbridge will endeavour to send e-mail updates to the Rightsbridge community informing Clients when royalty reports have been made available. Please be aware that this is our primary means of communicating the timing of publication of royalty reports to Clients and therefore any request to unsubscribe from these e-mail updates will result in the Client not receiving such e-mail updates. Furthermore, receipt of such e-mails does not necessarily mean the Client has earned any royalties from the applicable royalty reports.

4. Appointment

4.1 The Client hereby grants to Rightsbridge and its successors, licensees and assignees the sole and exclusive right to represent and administer any applicable Mechanical Rights and Performance Rights and to collect any income or royalties due therefrom, in whole or in part, in any Work(s) submitted to Rightsbridge throughout the Territory and for the Term, subject to the provisions of Clause 6 of this Agreement.

4.2 The Client hereby grants to Rightsbridge and its successors, licensees and assignees the sole and exclusive right to represent and administer any applicable Phonographic Performance Rights and Phonographic Master Rights and to collect any income or royalties due therefrom, in whole or in part, in any Recording(s) submitted to Rightsbridge throughout the Territory and for the Term, subject to the provisions of Clause 6 of this Agreement.

4.3 The Client hereby grants Rightsbridge the authority to request and receive any information from any CMO relating to the Client and any Rightsholder(s) and/or Work(s) and/or Recording(s) represented by the Client.

4.4 If you are entering into this agreement for the Services, registering and creating an account with Rightsbridge, and/or providing information to us on behalf of one or more other songwriters, musicians, a group, or a music publisher/administrator or other entity, then you represent and warrant to us that you are duly authorised to do so on behalf of the applicable people, interested parties or entities and to bind them to this agreement.

5. Your Intellectual Property Rights

5.1 Rightsbridge shall have the exclusive right during the Term:

5.2Rightsbridge shall be entitled to appoint third party agents, other designees, sub publishers and collection societies to collect or exploit all rights in the Musical Work(s) and Recording(s). Any such appointment shall not affect the Service(s) provided to you.

5.3 Authorisation of any sample uses or interpolations as well as the granting of mechanical licences at less than 100% of the statutory rate will require your approval in Writing.

6. Term

6.1 The "Term" of this Agreement shall consist of an “Initial Period” which commences upon the Date of Agreement and will continue for a period of one year plus the remaining days in the Calendar Quarter.

6.2 After the end of the Initial Period the Term will continue on a rolling year-by-year basis ("extension periods") unless either party terminates the Agreement as per Clause 7 of this Agreement.

6.3 During the Term the Client may contact a Rightsbridge staff member in Writing to remove Work(s) and/or Recording(s) from the Service at any time. Subject to a post-Term Exploitation Period and the rules and regulations of any relevant CMO any Work(s) and/or Recordings will be removed at the end of the calendar month in which Rightsbridge receives such cancellation notice.

7. Termination

7.1 Either party may terminate this Agreement immediately and without further obligation to the other party in the event of any material breach of this Agreement by the other party that is not remedied within 30 days’ written notice of such breach.

7.2 If you fail to comply with any of the provisions of this Agreement or if Rightsbridge reasonably suspects that you have failed to comply with any of the provisions of this Agreement then Rightsbridge may suspend and/or terminate this Agreement and/or your account and remove your Work(s) and/or Recording(s) from the Service and you will remain liable for all and any amounts due under your account up to and including the date of termination.

7.3 Rightsbridge may terminate provision of the Service immediately if the Client becomes insolvent or enters into liquidation (voluntarily or otherwise), administration or otherwise ceases to carry on business.

7.4 Rightsbridge will not tolerate rude or offensive behaviour from Clients, or Clients who otherwise abuse the Service or Rightsbridge staff or third party affiliates in any way and Rightsbridge reserves the right to cancel immediately the Service as a result of such behaviour at the sole discretion of Rightsbridge. Rightsbridge shall at its own discretion determine what it constitutes as rude, offensive or abusive behaviour.

7.5 Rightsbridge reserves the right to terminate the Agreement if the Client fails to adhere to any legal requirement, regulation or obligation under this Agreement .

7.6Where the Client has paid for Services Rightsbridge will automatically continue to supply Services on an ongoing basis unless and until otherwise instructed by the Client or such time as Rightsbridge terminates the Service as sanctioned for under this Agreement.

7.7 Rightsbridge may terminate the Agreement if Rightsbridge ceases to provide the Services or for any other reason.

7.8 After the Term and Exploitation Period Rightsbridge shall continue to have the right to collect any income payable in respect of exploitation of the Work(s) and/or Recording(s) that occurred during or before the Term and/or Exploitation Period. Rightsbridge will continue to account to you for any such income.

7.9 Client may, only once and after the term has expired, review accountings received by Rightsbridge to confirm the accuracy of statements provided to Client hereunder.

8. Delivery of Works

8.1 Client shall deliver to Rightsbridge details of all Rightsholder(s) and/or Work(s) and/or Recording(s) they wish to have included in the Service via the Rightsbridge Website.

9. Terms of Use of the Website

9.1 You agree to the following:

10. Client Obligations

10.1 No Agreement in respect of any Services shall exist between the Client and Rightsbridge until the first Submission has been made to Rightsbridge from the Client.

10.2 Submissions must be made to Rightsbridge via the Website using the current online processes at that time. In order to do so, Client will need to register with Rightsbridge through the creation of an online account through the completion a form with specific required fields. This may entail the disclosure of security information including but not limited to your username and password. Client acknowledges and accepts that they are solely responsible for keeping such security information secure and confidential at all times. If Client becomes aware of or suspects any illegal use of this security information or if it becomes available to an unauthorised party then Client shall notify Rightsbridge immediately.

10.3 By registering with Rightsbridge, Client certifies that all information provided is accurate, current, and comprehensive. Rightsbridge retains the right to check all Submissions for such eligibility.

10.4 Client warrants and represents to Rightsbridge that any text, trademarks, or other material supplied to Rightsbridge for inclusion in the Work(s) or Recording(s) is either owned by Client or that Client has permission to use each of these elements from the rightful owner and that Rightsbridge's use of such material(s) will not infringe on any third party’s intellectual property rights.

10.5 Client is responsible for providing a satisfactory level of cooperation and for providing all necessary information, documentation and access to enable Rightsbridge to deliver the Service including;

10.5.1 provision of the correct and accurate Metadata to allow Rightsbridge to register the Rightsholder(s) and/or Work(s) and/or Recording(s).

10.5.2 when requested, the provision of identification documents for example a passport, driving licence and/or any other document required to prove the identity and/or the address of Client or any Rightsholder(s) represented by Client.

10.6 The Client agrees that they shall not engage in, permit or allow any third parties to engage in any activities that Rightsbridge believe (in their sole discretion) constitutes or could be considered Streaming Manipulation.

10.6.1 The Client should be aware that Streaming Manipulation may be as a result of a third party and the Client understands that it is their responsibility to ensure that any third party engaged are of a reputable standing as any Streaming Manipulation, and subsequent consequences, will be the responsibility of the Client and will constitute a Material Breach of these Terms and Conditions.

- immediately freeze any payouts due to the Client; and
- halt any self-billing invoices from being generated.

10.6.3 The Client understands and agrees that Rightsbridge may contact third parties including CMOs to determine whether there has been any Streaming Manipulation and that any positive affirmation to this by the third party, CMO or through any reporting received by Rightsbridge direct from a streaming platform or CMO that details any Streaming Manipulation shall be considered absolute and indisputable.

10.6.4 If Rightsbridge are able to determine that there has been no instance of Streaming Manipulation, then Client payouts and invoices may be restored.

assist in the issuing of takedown or revocation notices where appropriate for all Recordings and Works on the Client’s account, unless the Client can supply clear and concise evidence to Rightsbridge within 14 days to be able to demonstrate that the activity is legitimate. Rightsbridge reserve the right to accept or reject any evidence supplied by the Client;
pass any charges (including any legal fees) received by any third party or CMO onto the Client; and
apply a charge of £100 to the Client’s account.

10.6.6 The Client agrees that in this instance, all royalties currently held by Rightsbridge and due to the Client will be immediately forfeited and retained in full by Rightsbridge, for the avoidance of doubt, this is to include all uncollected royalties which may be due to the Client.

10.6.7 The Client agrees that any and all royalties paid out to your account as a result of Streaming Manipulation are to be repaid to Rightsbridge immediately.

10.6.8 The Client agrees that in the instance there are insufficient funds held in the Client’s account to cover the above charges then Rightsbridge will invoice the Client for the difference, which is to be paid in full to Rightsbridge within 30 days upon receipt of the invoice. Failure to settle the invoice will result in the debt being passed over to debt collectors to obtain the amounts on our behalf.

10.6.9 For the avoidance of doubt, the Client will not be entitled to a reimbursement for any fees paid to Rightsbridge by the Client.

11. Changes

11.1 Any modification in the nature, scope, or timing of the Service, or in any other aspect of this Agreement, must be requested in Writing by the Client. Rightsbridge will notify the Client of the consequences, including any potential increases in Service costs, and the Agreement will be updated to reflect the changes, including any modifications to the Service fee and/or Term that may be agreed.

12. Service Charges

12.1 Access to the Service(s) is charged on a subscription-basis and payments are made via the Rightsbridge Website. Payments are processed via Stripe or any other provider elected by Rightsbridge and Clients may be required to set up a profile with Stripe profile in order to facilitate recurring payments.

12.2 The prices charged shall be those stated on the Website and include VAT (where applicable) which shall be charged at the prevailing rate.

12.3 The subscription covers Service(s) originally agreed at the time of Submission and any upgrades or additional work including but not limited to consultancy-based work or so-called synchronisation-based work will be subject to further payment which will be calculated, negotiated and charged separately.

12.4 Client is entitled to change their mind and request cancellation of any Service(s) but a refund will only be made should Client request cancellation via e-mail within 28 days of payment and prior to the Point of Registration.

13. Royalties

13.1 In consideration for the rights granted herein Rightsbridge shall account for and pay to Client 100% of the Net Receipts as defined below and derived from any exploitation of the Work(s) and/or the Recording(s) and any other rights granted hereunder.

13.2 For the avoidance of doubt if the Client or a Rightsholder represented by the Client is a member of a CMO and receives payment directly from that CMO for the so-called “writer’s share” of public performance income then Rightsbridge will play no part in the reporting, collection or payment of such so-called “writer’s share”.

13.3 “Net Receipts” means any monies, revenue, income and sums actually received by Rightsbridge from the use or exploitation of the Work(s), the Recording(s) and any other rights granted hereunder throughout the Territory and during the Term after the deduction of any sales tax, collection fees, bank charges or any other bona fide deductions.

13.4 In the event that Rightsbridge receives any royalties derived from the use or exploitation of the Work(s) and/or Recording(s) after the expiry of the Term or termination of the Agreement (so called “post-Term royalties”) then Rightsbridge shall continue to report any and all such earnings to Client but reserves the right to deduct a handling fee of ten percent (10%) for any such post-Term royalties such fee to be deducted from Client’s royalty balance.

13.5 Rightsbridge will report royalties to Client within 20 working days of receipt of both accurate reporting and full payment from each CMO and on a CMO-by-CMO basis.

13.6 Client acknowledges that Rightsbridge operates a self-billing invoicing system and that Rightsbridge will raise invoices on Client’s behalf. Such invoices are required for payment to be made from Rightsbridge to Client.

13.7 Client will be required to complete a self-billing agreement via the relevant section within the Website (regardless of their location or their UK VAT registration status) before Rightsbridge will raise any invoices on their behalf and therefore make any payments to them. Failure to do so may result in a delay in any payments due being made to you.

13.8 All amounts accounted by Rightsbridge to Client will be exclusive of VAT where applicable and subject to Rightsbridge and Client completing an HMRC VAT approved self-billing agreement Rightsbridge will supply VAT invoices to Client on Client’s behalf. For the avoidance of doubt Rightsbridge will act as a Principal for VAT purposes in such arrangements. Furthermore, any VAT disclosed on such invoices is the liability of Client to report via its UK VAT return to HMRC and Client remains responsible for the accurate calculation and payment of their own royalty-related VAT.

13.9 Withholding Tax

https://www.gov.uk/government/collections/tax-treaties/

13.10 Client may request payment of sums due from confirmed invoices via the relevant section within the Website and Rightsbridge will make payment to Client within 10 working days of such request provided that Rightsbridge has received sufficient funds from the Copyright Management Organisation(s).

13.11 Payments from Rightsbridge to Client are normally made via Wise (www.wise.com) or PayPal (www.paypal.com) and shall be subject to deductions charged by the nominated third-party. These deductions shall be made at source. Payments from Rightsbridge to the Client made by any other means will be subject to an administration charge alongside third-party deductions to be communicated to and accepted by Client before such payment takes place. No such administration charge shall be applied by Rightsbridge for payments made via PayPal or by Wise although PayPal and Wise will deduct charges.

13.12 Rightsbridge reserves the right to suspend any and all royalty-related invoicing and payment functions where Rightsbridge suspects Client of having acted improperly or dishonestly or having committed any other potential breach of this Agreement. In such cases Rightsbridge will investigate the matter and will only restore royalty-related invoicing and payment functions once such investigation is completed to Rightsbridge’s satisfaction and that no risk or harm to itself or to any third party has been found.

13.13 Client acknowledges that any royalties whether earned in the past, present or future may be forfeited as a result of any such conduct.

14 Rightsbridge Warranties

14.1 Rightsbridge endeavours to use reasonable skill and care in providing the Service(s) as described on the Website.

15. Disclaimer and Limitation of Liability

15.1 Client uses the Service at their own risk and in no event shall Rightsbridge be liable to the Client for any direct, consequential, incidental or special damage or loss of any kind (except personal injury or death resulting from Rightsbridge negligence) including, but not limited to, loss of profits, loss of contracts, change in Client’s circumstances, business interruptions, loss of or corruption of data or Client’s inability to use the Service however caused and whether arising under contract or tort, including negligence or otherwise except as expressly provided herein.

15.2 If any exclusion, disclaimer or other provision contained in this Agreement is held to be invalid for any reason by a court of competent jurisdiction and Rightsbridge becomes liable thereby for loss or damage that may lawfully be limited, such liability whether in contract, tort (including negligence but specifically excluding personal injury or death resulting from Rightsbridge negligence) or otherwise, will not exceed the total charges paid by the Client preceding such liability arising.

15.3 Client must make every effort to secure their username and passwords and should not under any circumstance disclose their username or password details to any third party or by any e-mail request. Rightsbridge, nor its directors, employees or representatives will be liable for damages arising out of or in connection with the use of this Website or the information, content, materials or products included on this site. This is a comprehensive limitation of liability that applies to all damages of any kind.

15.4 It is Client's responsibility to maintain an updated browser, firewall or anti-virus and anti-spyware software. Client must protect their device(s) and ensure they update all security software by downloading the latest security patches from relevant software providers. Failure to do so may result in a loss of Services or functionality of Services from time to time.

15.5 Rightsbridge cannot guarantee 100% uptime and endeavours to provide Services as described on the website.

15.6 Rightsbridge is not liable for Client's failure to generate any royalties from their Work(s) and/or Recording(s). Client also waives all claims and warrants, represents, and agrees that they will not make any claim, nor will any liability be imposed on Rightsbridge based on any claim, that more earnings or better business could have been generated or achieved by Rightsbridge and/or its licensees than was actually generated or achieved.

15.7 Rightsbridge will calculate and report to the Client all relevant earnings and balances due for each Rightsholder represented on Client’s account. These figures are calculated and derived from data made available to Rightsbridge from both Client and the relevant CMO. Rightsbridge will endeavour to but cannot guarantee 100% accuracy of this data for example due to so-called analogous payments from CMOs or rounding issues.

15.8 Rightsbridge will not be held responsible for any delay to the Service caused by third party mistakes or external delays.

15.9 Client is responsible for ownership of the Intellectual Property submitted by them or gaining permission to use the Intellectual Property they submit. Rightsbridge takes no responsibility regards such issues.

16 Rightsbridge Proprietary Rights

16.1 All intellectual property rights in the materials on this Website (as well as the organisation and layout of this Website) together with the underlying software code are owned by, licensed or authorised to Rightsbridge, its assignees, licensees or sub-licensees thereof and the copyright in the text, artwork, graphics and images on the Website is owned by Rightsbridge or its licensors or its content or technology providers except where otherwise specified. Nothing in these Terms and Conditions transfers any rights of ownership of such intellectual property rights, or constitutes a licence to use such intellectual property rights other than to the extent expressly set out in these Terms and Conditions. Without Rightsbridge’s prior written permission, Client may not copy, modify, alter, publish, broadcast, distribute, sell or transfer any material on this Website or the underlying software code whether in whole or in part. However, the contents of this Website may be downloaded, printed or copied for your personal non-commercial use.

17. Force Majeure

17.1 Rightsbridge shall not be liable to Client or be deemed to be in breach of the Agreement by reason of delay in performing, or any failure to perform, any of our obligations in relation to the Service, if the delay or failure was beyond their reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond reasonable control:

18. Statutory Information

18.1 This website is owned and operated by: Rightsbridge Ltd, Studio 5.11, The Whisky Bond, 2 Dawson Road, Glasgow, G4 9SS.

19. Privacy and Data Protection

19.1 Please read the Rightsbridge Privacy Policy. The Client hereby warrants that the supply of any other person’s personal information (as defined in the European Union General Data Protection Regulation 2018) is made on behalf of and with the express permission of the other party concerned.

19.2 From 1 January 2021, Rightsbridge will rely on the European Commission’s Standard Contractual Clauses (SCCs) for transfers of personal data out of the European Economic Area to processors established in third countries. As a provider of Data Controller Services, Rightsbridge will also include and abide by the SCCs for transfers of personal data to controllers established in third countries.

20. Assignment

20.1 Rightsbridge shall be entitled to subcontract, assign or transfer their obligations or rights to a competent third party or to any associated company whether in whole or in part. The Client may not assign or transfer any of their rights or obligations without written consent from Rightsbridge.

21. General

21.1 These Terms and Conditions contain all the terms of the Agreement relating to the Client's use of the Website. No other written or oral statement (including statements in any brochure or promotional literature published by Rightsbridge) will be incorporated. The Client's use of the Website, any downloaded material from it and the operation of these Conditions shall be governed by, construed and interpreted in accordance with the law of Scotland and the Client agrees to submit to the jurisdiction of the Scottish courts.

21.2 Failure or delay by Rightsbridge in enforcing any term of the Agreement shall not be construed as a waiver of any of its rights under it.

21.3 The illegality, invalidity or unenforceability of any part of this Agreement will not affect the legality, validity or enforceability of the remainder.

21.4 Client agrees that they enter into this Agreement with all knowledge of its terms, freely and voluntarily, and with a complete understanding of all consequences it brings.

21.5 Nothing herein contained shall constitute a partnership between or a joint venture by Rightsbridge and the Client.

21.6 Neither party hereto shall hold itself out contrary to the terms of this paragraph, and neither party shall become liable for any obligation, act or omission of the other party contrary to the provisions hereof.

21.7 No waiver of any provision of this Agreement or of any default hereunder shall affect the waiving party's rights thereafter to enforce such provision or to exercise any right or remedy in the event of any other default, whether or not similar.

21.8 The headings of the paragraphs are solely for the convenience of the parties.