auto-song Distribution Agreement
As of June 05, 2023
This Distribution Agreement (this "Agreement") is a binding legal agreement between you and Vanilla Media, a Hong Kong company ("auto-song" or "us") regarding your use of our auto-song service to distribute your musical works, recordings, audio-visual works, photographic works, literary works, fine art works, graphic works, and portraits, photographs, and propaganda works related to the aforementioned works to selected digital services and stores (our "Service"). If you are entering into this Agreement on behalf of one or more other people, a group, or a company or other entity, then by accepting this Agreement you represent and warrant to us that you are duly authorized to do so on behalf of all such person(s)/entity(ies) and to bind them to this Agreement and that auto-song is fully entitled to rely on that fact (in which case, the term "you" includes all such people and entities).
By clicking to agree to this Agreement, you are accepting the terms and conditions below, so please read and understand them completely before doing so. Once you do so, this Agreement will automatically become effective 2023-06-05.
AUTOSONG DOESN'T TAKE ANY COPYRIGHT OR OTHER INTEREST IN ANY OF YOUR MUSIC, ONLY A LIMITED LICENSE TO DISTRIBUTE.
PLEASE UNDERSTAND THAT YOU MUST OWN OR OTHERWISE HAVE THE LEGAL RIGHT TO REPRODUCE AND DISTRIBUTE 100% OF THE RECORDINGS, ARTWORK AND ANY OTHER MATERIAL (included but not limited to musical works, recordings, audio-visual works, photographic works, literary works, fine art works, graphic works, and portraits, photographs, and propaganda works related to the aforementioned works) THAT YOU INTEND TO UPLOAD AND DISTRIBUTE VIA THE auto-song SERVICE, INCLUDING THE RIGHT TO MAKE AND DISTRIBUTE DIGITAL DOWNLOADS EMBODYING THE MUSICAL COMPOSITIONS THEREIN, AS NECESSARY.
FOR EXAMPLE, YOU CANNOT DELIVER TO US ANY "COVER VERSIONS," REMIXES, OR RECORDINGS THAT INCLUDE SAMPLES UNLESS YOU HAVE ALL NECESSARY WRITTEN PERMISSION FROM THE SONGWRITERS AND FROM THE OWNERS OF THE APPLICABLE ORIGINAL RECORDINGS.
1. THE AUTOSONG SERVICE AND YOUR RECORDINGS
- The auto-song Service enables you to upload to our servers digital files containing audio-only musical sound recordings ("Recordings") for distribution to your choice of digital stores, streaming services, and other digital services within our distribution network ("Digital Stores"), who may make your Recordings available to their customers and end users ("Customers").
- Recordings must be musical sound recordings in single track, EP, or album configuration (however, please note that Digital Stores will make your Recordings available to Customers to purchase or stream as individual tracks — i.e., you cannot require that a Customer purchase or stream an entire album or EP as a single unit). We typically do not accept or distribute ringtones, videos, audio books, spoken-word records or other types of content.
- We can currently accept Recordings in WAV format up to 250 MB in size (with 44kHz or 96kHz for WAV files). Please remove all embedded metadata from the audio file as it will cause error during the upload process. We and/or the Digital Stores may require different formats or file sizes from time to time during the Term.
- When uploading each Recording, you must provide us with all accompanying data that we or a Digital Store may require (e.g., artist name, album title, each track title, genre), plus any available cover art (in JPG format with RGB color or any other format that we or a Digital Store may require). For purposes of this Agreement, all such data, metadata, information, image files, artwork and any other materials you provide to us are included in the definition of "Recordings." We may also require that you indicate if the Recording contains explicit content, in which case a Digital Store may tag it accordingly.
- We will automatically generate unique ISRC for each Recording and provide them to your chosen Digital Stores. You can choose to specify your own ISRC codes, but not UPC codes.
- Once you have distributed a Recording through our Site, you can delete it at any time during the Term. However, you can't remove a single track that was included within an album — if you want to do that, you must delete the entire album and then re-upload the album with that song removed.
2. DIGITAL STORES
- It's entirely up to you which Digital Stores you want us to distribute your Recordings to. Our rights are non-exclusive, — meaning that you can still distribute (or give anyone else the right to distribute) via that Digital Store any of the same Recordings that you upload to our Service.
- We undertake to provide your Recordings to Digital Stores as quickly as possible. However, it can take a few hours to a few days to several weeks for a Digital Store to integrate process and make your Recordings available to Customers, depending on the particular Digital Store and the territory. Please be patient.
- Each Digital Store will determine its pricing to its Customers, as well as format or media and other terms on which it offers recordings (including your Recordings) to its Customers, in its discretion and according to its business model. For example, in some cases your Recordings may be available for permanent digital download on a pay-per-unit basis, in others Customers may pay a monthly subscription fee to be able to stream or temporarily download your Recordings along with other recordings. By way of further example, Digital Stores may also offer your Recordings for free on a promotional basis, alone or together with other recordings, may include (or decline to include) your Recordings in marketing promotions, may create editorial content about your Recordings and the featured artists, may group Recordings by genre or other designation, may create and allow Customers and others to listen to free preview clips of your Recordings, all in their discretion. Digital Stores usually adhere to custom pricing, ultimately stores can price however they like. We are not responsible for what Digital Stores do, and by opting into a particular Digital Store, you agree to accept and have your Recordings made available to its Customers in accordance with its pricing structure and other practices and policies from time to time, and in accordance with its agreement with auto-song.
- We will distribute your Recordings to your selected Distribution Channels on a worldwide basis (you can't specify only certain countries or territories for particular Recordings). The "Territory" of this Agreement is the universe.
- Digital Stores may choose not to carry one or more of your Recordings at all or in certain territories (or to remove Recordings at any time) per their policies and practices, so we can't make any guarantees. We may also decline to distribute (or may remove from Digital Stores) one or more Recordings from any or all Digital Stores if we receive any legal claims regarding that Recording, if we reasonably believe that any legal claims or issues may arise, if a Recording may violate the terms and conditions of any Digital Store, or for any other reason in our business judgment. And if our agreement with any Digital Store expires or terminates, or if that Digital Store ceases to operate entirely or in a particular territory, then your Recordings will no longer be available through that Digital Store.
- By opting into a Digital Store, you warrant to auto-song that you have read, understand, and agree to be bound by all of the terms and conditions of that Digital Store, and that you and your Recordings and other content will comply fully with those terms and conditions.
3. YOUR ACCOUNT
- When you register for our Service, you will establish a username and password that will provide access to an online user dashboard for your account on our website, currently https://www.auto-song.com/. Please keep your username and password safe and secure, as you will be solely responsible for any Recordings and other content uploaded and for all financial transactions and other activity conducted through your account. We will not be responsible for any activity transacted via or through your account.
- The artist name(s) you choose will last for the duration of the term of your agreement with us, and can't be changed. Please ensure the metadata and content uploaded are 100% correct. If any change is needed, you have to take down the release then re-upload again.
- Your annual registration fee and all other fees must be paid every year through PayPal with a valid credit card or debit card or available credit and, as described below under "Term," until you terminate the Term of this Agreement. Therefore, you must maintain a valid credit card or debit card or available credit on account with us throughout the Term. We currently accept PayPal which supports Visa, MasterCard and American Express, etc., but reserve the right to add or change payment methods during the Term. You expressly authorize auto-song to charge the applicable amount, plus any applicable taxes, to the PayPal account you provided or, in our sole discretion, to deduct that amount from monies payable by us to you. Any refunds are in auto-song's sole discretion. In addition, if you owe any fees or other amounts to auto-song, we may deduct or set-off such amounts from any current or future payments to you, in addition to our other rights and remedies.
- auto-song reserves all rights to change the price, business model and policies.
- The term of this Agreement and our Services hereunder (the "Term") will begin on the Effective Date and will continue for one (1) year, unless renewed or terminated earlier.
- The Term will renew at the end of each annual contract period. We currently accept PayPal as payment method and you have to pay through a valid PayPal account which is linked with a valid credit card or debit card or available credit.
- If your payment has not been received after 30 days of the end of the agreement, your account and all uploaded content will be deleted. Content that has been released on digital music platforms will also be removed.
- auto-song may terminate the Term for any reason, including but not limited to if we reasonably believe that you or any of your Recordings or other content has violated this Agreement or the terms and conditions of any Digital Store, that you or your Recordings infringe the intellectual property or other rights of any person or entity, if we are told by Digital Stores or reasonably believe that Digital Stores will not accept your content specifically or categorically, or that you are otherwise abusing our Service or any Digital Store or engaging in fraudulent or illegal activity. We may also terminate the Term if the credit or debit card that you provided to us expires, is cancelled, if our attempts to charge your Service fee are declined for any reason, or if we reasonably believe that charges were incurred fraudulently. So if the number, expiration date, billing address, or any other card or account information changes, please be sure to update your auto-song account promptly via the Site user account setting or Paypal account setting for the transaction information. At our sole option, we may nevertheless elect to renew the Term and to deduct the applicable renewal fee from any and all sums payable to you hereunder. We may also terminate the Term if our Service is discontinued for any reason without any compensation.
- After the end of the Term, we will notify all applicable Digital Stores to remove your Recordings and will have no further obligation to you other than to account and pay for monies earned during the Term. Customers who downloaded or otherwise accessed your Recordings may be able to retain and continue listening to your Recordings even after the Term of this Agreement is over.
5. GRANT OF RIGHTS
In order for us to distribute your Recordings and related content to your selected Digital Stores via our Service, you confirm that you grant us the non-exclusive, sublicensable right and license during the Term and throughout the Territory to:
- distribute your Recordings to Digital Stores for them to publish, replicate, broadcast publicly, sell or sublicense to their Customers by any and all applicable digital (non-physical) formats, configurations, technologies and methods (including, without limitation, permanent downloads, temporary or "tethered" download, interactive and non-interactive streaming, "scan and match" services, and "cloud" services) to any and all capable devices (including, without limitation, to personal and tablet computers and smartphones and internet), in each case as now or hereafter known;
- create and to authorize Digital Stores to create and publicly perform and make available free preview clips of your Recordings and the musical compositions embodied therein via streaming format;
- display and otherwise use your artist(s) and/or label name and logo (if you have one) and all artwork, song and album titles, all trademarks, service marks, logos and trade names, and all artist, songwriter, producer and mixer names and approved likenesses, each as embodied in metadata within the Recordings or otherwise provided by you ("Materials"), on our Site, on the Digital Stores' sites and services, and in any marketing, advertising or promotional materials for our Service or for the Digital Stores. Without limiting the foregoing, the Digital Stores may (but shall have no obligation to) create editorial content regarding you and your Recordings and may classify or categorize the same for inclusion within one or more genres;
- to collect all income from the Digital Stores from their exploitation of your Recordings (and to collect income after the Term from exploitation of your Recordings during the Term); and
- to notify Digital Stores and other third parties of our rights and relationship per this Agreement, and to include your name and logo (if you have one) in any listing of auto-song licensors.
You also grant to us and to your selected Digital Stores the right and license during the Term and throughout the Territory to take all steps desired or required to effect the foregoing rights and to distribute your Recordings and Materials as contemplated in this Agreement, including without limitation, to store, host, cache, reproduce, convert, edit, serve, transmit and publicly perform such Recordings, and as otherwise required pursuant to our agreements with those Digital Stores, as may be amended from time to time during the Term. You understand that Digital Stores may grant to Customers rights to use your Recordings beyond the Term of this Agreement, even perpetual rights. As noted above, Digital Stores and/or we may decline to distribute or otherwise exploit any Recordings or other Materials (or to remove any Recordings that have already been distributed or offered to Customers) in our reasonable business judgment. You will be deemed to have approved any artwork, photographs, biographical material or other information or materials that you provide to us.
6. YOUR RESPONSIBILITIES
- You are solely responsible for and must have obtained all necessary rights, licenses, waivers, clearances and permissions, including without limitation all music publishing rights and licenses, throughout the Territory for all Recordings and other Materials in order to enable auto-song and your selected Digital Stores to fully exploit all their rights hereunder free of any claims, liens, encumbrances or other restrictions. Your uploading of Recordings and delivery of any other Materials shall be your unqualified warranty and representation to us that you have obtained any and all such rights required and necessary for auto-song and your selected Digital Stores to sell, distribute, publicly perform, promote, and otherwise exploit such Recordings and Materials as contemplated under this Agreement.
- WE DO NOT AND CANNOT PROVIDE YOU WITH LEGAL ADVICE REGARDING YOUR OBLIGATIONS TO THIRD PARTIES, SO PLEASE CONSULT A QUALIFIED LAWYER BEFORE ENTERING INTO THIS AGREEMENT AND UPLOADING ANY RECORDINGS TO OUR SERVICE. Without limiting anything in this Agreement, you are solely responsible for and shall timely pay
- any and all royalties and all other amounts due to artists, producers, mixers, engineers, licensors and any other royalty participants from the sales, license, performance and/or other exploitation of your Recordings and Materials,
- any and all royalties that may be payable by you to the owners or administrators of copyrighted recordings (samples) and/or musical compositions embodied in your Recordings,
- all payments that may be required under union, guild or other collective bargaining agreements applicable to you or third parties, and
- any other royalties, fees and/or sums payable with respect to the Recordings or Materials. You understand and acknowledge that auto-song will not be making any such payments on your behalf or otherwise.
7. PAYMENT & ACCOUNTING TERMS
- In full consideration of the rights and licenses granted hereunder, we will post to your auto-song account one hundred percent (100%) of any and all monies that we actually earn and receive in Hong Kong Dollars (currency) from your selected Digital Stores which are directly attributable to their exploitation of your Recordings, after deducting any applicable PayPal fees or other payment processing fees. Once payment has been credited to your account, you will be able to withdraw at your discretion through PayPal. You will be responsible for any bank fees or other charges related to such withdrawals. Any sums that we receive in foreign currency will be converted to Hong Kong Dollars at either the same rate received by us, or current spot exchange rate at the time of transaction from store to auto-song, or from auto-song to you. For the avoidance of doubt, your payment is an "all-in" pay-through payment, from which you are solely responsible for paying and accounting to all applicable taxes, tariffs, licensors, songwriters, publishers, artists, producers, mixers and other third parties. We cannot offer any legal, tax, accounting and other advice; please consult your own advisors regarding those matters.
- You understand and acknowledge that Digital Stores may retain for themselves a portion of income that they receive from Customers and may deduct or withhold sums from the amount that they pay to auto-song. Sums retained or withheld by Digital Stores may include, without limitation, taxes and tariffs, administration fees, royalties or fees paid to third parties, wire transfer fees, and credit card processing fees and chargebacks. auto-song shall be entitled to rely on payments and accountings received from Digital Stores. You shall have no right to inspect or audit our books and records, or those of Digital Stores.
- We currently only make payments in Hong Kong Dollars via PayPal transfer, so YOU MUST HAVE A VALID PAYPAL ACCOUNT TO RECEIVE PAYMENTS FROM US in regards to your Net Income from digital stores. During the Term, we may change or add additional methods. You agree we not responsible for any incorrectly routed payments to your PayPal account (Whether by accident or by you providing invalid PayPal credentials), loss of monies from your PayPal Account due to unauthorized access, fraud, or termination of your PayPal Account by PayPal.
- After we receive a payment for you from a Digital Store, you can view the available amount in your auto-song account. You must then affirmatively accept and withdraw the payment from your auto-song account in order for us to transmit the royalties to you. We will also make available to you via your user dashboard a portion of accounting statements that we receive from your selected Digital Stores for the applicable period. We may redact those statements for any confidential information or information related to third parties. If your account is maintained on behalf of a group, company, partnership, or anything other than you alone, then you shall be responsible for paying anyone else. We will only make payments to ’your account.
- If required by applicable law, we may withhold payments to you, in whole or in part, pending receipt of your correctly completed Form W-9 or any other applicable tax-related forms evidencing that no withholding is required. If any information provided on such tax forms is incomplete, incorrect or misrepresented, we reserve the right to withhold sums due to you until all appropriate and correct information is submitted to and received by us. You indemnify us and will be responsible for any costs, expenses and liabilities we may pay or incur as a result of any incorrect, inaccurate or misrepresented tax or financial information provided by you.
- If we receive a claim or notice or otherwise reasonably suspect that any of your Recordings or Materials or your use of our Site or Service breaches any agreement, infringes any third party rights, violates this Agreement or any law, rule or regulation, that there is a dispute regarding the Recordings or Materials (including without limitation as to ownership or payment of monies), or that your activities involve misrepresentation, misconduct, deception, fraud, or other inappropriate conduct, then in addition to any other available rights and remedies, we may suspend or terminate the distribution of your Recordings and/or the Term of this Agreement and/or withhold payment of monies to you in an amount reasonably attributable in our discretion to such Recording(s), Material and activity until and unless any and all claims or other conduct are favorably resolved to our reasonable satisfaction, and we may deduct from your payments our related attorneys' fees and legal costs in connection. You will forfeit any monies that are attributable to your fraud, infringement or other illegal activity.
8. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION
- You represent and warrant to auto-song that:
- you are at least 18 years of age and have the legal capacity, right and authority to enter into this Agreement;
- you own or are otherwise fully vested of the necessary copyrights and other rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions by auto-song, your selected Digital Stores, and our and their respective permitted successors and assigns shall not violate or infringe any applicable law, rule or regulation or the rights of any third party;
- you have secured all third-party grants of rights, consents, licenses and permissions necessary, including without limitation mechanical licenses from copyright owners or proprietors, to grant all rights and licenses and otherwise fully perform all obligations hereunder, and shall make all payments and otherwise comply with all of your obligations under this Agreement;
- your Recordings and Materials do not and will not, and the authorized use thereof by auto-song, Digital Stores and their Customers shall not, infringe any copyright, trademark or other intellectual property or other rights (including without limitation rights of publicity, privacy or moral rights), of any third party, or violate any applicable treaty, statute, law, order, rule or regulation;
- the files containing the Recordings and Materials that you upload or otherwise provide to us do not and will not contain any bugs, viruses, trojan horses or other defects or harmful elements or digital rights management restrictions;
- there are no actual or threatened claims, litigation, administrative proceedings or other actions regarding any Recordings or Materials or otherwise adverse to full exploitation of all rights and licenses granted hereunder;
- all data, metadata, and information provided by you under or in connection with this Agreement is and will be true, accurate and complete, and you agree to update the same promptly as necessary during the Term;
- you will make, and auto-song will not be responsible for, any payments other than those specified in paragraph 7.a above in connection with the Recordings and Materials;
- you will use the Site and Service only in accordance with this Agreement and not for any fraudulent, infringing or inappropriate purposes;
- any sale, assignment, transfer, mortgage or other grant of rights in or to your interest in any of the Recordings or Materials shall be subject to our rights hereunder and the terms and conditions hereof;
- there is no existing agreement, and you will not enter into any agreement or perform any act, which materially interferes or is inconsistent with the rights granted to us hereunder; and
- you have read and understand this Agreement and have had the opportunity to consult with independent legal counsel in connection with them.
- You shall indemnify and hold harmless, and upon our request, defend, auto-song and our affiliates, sublicensees (including your selected Digital Stores and their Customers), successors and assigns, and the respective directors, officers, shareholders, members, managers, employees, agents and representatives of the foregoing, from and against any and all claims, suits, proceedings, disputes, controversies, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees and costs) resulting from:
- a breach or alleged breach of any of your warranties, representations, covenants or obligations under this Agreement;
- any claim that the Recordings, Materials, data or information provided or authorized by you or on your behalf hereunder or the use thereof by auto-song or a Digital Store violates or infringes the rights of another party; or
- any other act or omission by you or any of your licensors, agents or representatives. You will promptly reimburse auto-song and any other indemnified parties on demand for any amounts subject to indemnification. We shall notify you of any such claim and shall control the defense thereof, though you may participate in such defense at your own expense. You may not settle any claim for which we may be liable without our prior written consent, which we will not withhold unreasonably. If any facts, claims, proceedings or other circumstances arise that would be subject to indemnification, then auto-song, in addition to any other right or remedy, shall have the right to withhold from any payments otherwise due to you an amount reasonably related thereto until the claim, proceeding or circumstance has been finally resolved, settled or fully adjudicated and the judgment satisfied, or that the statute of limitations on such claim has run, or when you have provided reasonable and adequate security for the claim.
9. NO WARRANTIES; LIMITATION OF LIABILITY
- THE SITE AND SERVICE ARE OFFERED AND PROVIDED TO YOU AS-IS. AUTOSONG MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION AS TO THE AMOUNT OF INCOME THAT MAY BE EARNED BY OR PAYABLE TO YOU HEREUNDER, OR AS TO THE CONDITION, QUALITY, CONTINUITY OF OPERATION, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF OUR SITE OR SERVICE. WE DO NOT GUARANTEE THAT ACCESS TO OR USE OF THE SITE OR SERVICE WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE OR SECURE. ANY AND ALL WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED.
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER AUTOSONG NOR ANY OF ITS AFFILIATES, EMPLOYEES, OWNERS, EMPLOYEES, REPRESENTATIVES OR AGENTS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOST SALES, LOSS OF DATA OR LOSS OF GOODWILL, FOR ANY ACTS OR OMISSIONS OF DIGITAL STORES OR THEIR CUSTOMERS, OR FOR YOUR USE OF OR ACCESS TO THE SITE OR SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL auto-song’s AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE SUMS ACTUALLY DUE TO YOU IN ACCORDANCE WITH PARAGRAPH 7.a ABOVE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN auto-song AND YOU.
- A party's waiver of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach of the same provision or any other provision of this Agreement. If any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms, such determination shall not affect any other provision hereof, and the unenforceable provision shall be limited solely as necessary or replaced by an enforceable provision that most closely meets the commercial intent of the parties.
- auto-song will not be liable for a curable breach of this Agreement unless you provide us with information specifying the alleged breach that we confirm receipt of, and we fail to cure such breach within ninety (90) days thereafter.
- We may direct all notices and communications to you via the email address or street address associated with your account. All notices to auto-song shall be sent to us at both email@example.com .
- You may not assign, transfer or delegate any of your rights or obligations hereunder without our prior written consent, and any purported attempt otherwise will be null and void ab initio. We may assign, delegate, pledge, encumber, sublicense and otherwise transfer, this Agreement and/or any or all of our rights and obligations in order to operate the Service and Site. This Agreement will be binding on and inure to the benefit of the parties and their respective assigns and successors in interest.
- We reserve the right to modify, discontinue or terminate the Service at any time and without prior notice. We are under no obligation to provide the Service continuously, or at all.
- The relationship between the parties is that of independent contractors. This Agreement shall not be deemed to create a partnership or joint venture, and neither party is the other's agent, partner, employee, or representative.
- If this English version of Policy does not conform to Chinese version, the English version shall prevail. In case of dispute, We, auto-song, reserve the right of final decision on the interpretation of this Policy.
- This Agreement shall be construed and enforced exclusively in accordance with the laws of the Hong Kong Special Administrative Region, without regard to its conflict of laws principles. Any action or proceeding brought by either party against the other arising out of or related to this Agreement shall be brought only in court of competent jurisdiction located in Hong Kong Special Administrative Region, and the parties irrevocably consent to the in personam jurisdiction and venue of said courts.