License agreement

LICENSE AGREEMENT

This license agreement is between you and Stock Collections, operator of the website www.stockcollections.ca (the "Site").

STOCK COLLECTIONS IS WILLING TO LICENSE THE LICENSED CONTENT (AS DEFINED BELOW) TO YOU SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN THIS STANDARD LICENSE AGREEMENT (THE "AGREEMENT").

YOU MUST READ THE FOLLOWING TERMS AND CONDITIONS OF THE AGREEMENT CAREFULLY BEFORE DOWNLOADING AND USING THE LICENSED CONTENT. BY CLICKING THE "I ACCEPT" BUTTON, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THE AGREEMENT.

By clicking on the "I ACCEPT" button, you accept this Agreement either for yourself or on behalf of your employer, principal or entity identified in your member account, and you agree to be bound by the terms and terms of this Agreement. If you accept on behalf of your employer, principal or entity, you represent and warrant that you have full legal authority to bind your employer, principal or other entity.

IF YOU DO NOT AGREE TO THIS AGREEMENT, OR IF YOU DO NOT WISH TO BE BINDED BY IT, SELECT THE "I DO NOT ACCEPT" BUTTON, WHICH WILL CANCEL THE DOWNLOAD OF THE LICENSED CONTENT.

DOWNLOADING AND/OR USING THE LICENSED CONTENT MEANS THAT YOU ACCEPT THIS AGREEMENT AND UNDERSTAND THAT IT WILL BE LEGALLY BINDING ON YOU.

* 1. Benefits
* 2. License
* 3. Consideration
* 4. Restrictions on Use
* 5. Warranties and Limitation of Liability
* 6. Compensation
* 7. Offense
* 8. Termination
* 9. Miscellaneous
* TYPES OF LICENSE

1. Benefits

1.1. Type of Services

The Site features royalty-free music created by or on behalf of Stock Collections (the "Licensed Content") that is intended for use in new and traditional media, including television, video and websites, at all kinds of events, including weddings and corporate events. events, or in a work created by you or on your behalf, all in accordance with this Agreement (the "Services"). Stock Collections offers different types of license for the Licensed Content, all as specified below and on the Site.

1.2. Service provider

Stock Collections operates the Site as a licensing venue for the Licensed Content. Stock Collection acts solely as a service provider providing storage of materials on its systems and networks at the direction of Stock Collections users. Stock Collections is not responsible for the acts or omissions of users of the Site and Services.

2. License

2.1. Types of license

This License Agreement applies to the following three license types: (i) Base License (ii) Consumer License (iii) Full License

The settings applicable to each of these license types are described in more detail in Appendix A of this License Agreement (the “Settings”).

2.2. Grant of license

Subject to your acceptance of the terms and conditions of this Agreement and payment of the applicable License Fee (as defined below), Stock Collections hereby grants to you a limited, non-exclusive, perpetual, non-transferable license to use Licensed Content as incorporated into a Work for Distribution (as defined below) in accordance with the Parameters described in Exhibit A applicable to the license type(s) you have selected.

2.3. Exclusive ownership

This contract is a license and not an agreement of sale. All intellectual property rights (the “Intellectual Property Rights”) in the Licensed Content are and will remain the exclusive property of Stock Collections. Nothing in this Agreement is intended to transfer any such IP Rights to you, or to confer any such IP Rights on you. You are only entitled to the limited use of the intellectual property rights granted to you in this Agreement. You will not take any action to compromise, limit or interfere with the intellectual property rights of Stock Collections. Any unauthorized use of Stock Collections intellectual property rights is a violation of this Agreement and a violation of intellectual property laws, including without limitation copyright laws and laws on trademarks.

2.4. No deletion of reviews

You agree not to remove, obscure, deface or alter any notices or indicia of the intellectual property rights of Stock Collections and its ownership, whether such notices or indicia are affixed to, contained in or otherwise attached to the Licensed Content or any Materials . relating to the Site or the Services.

2.5. Inspection

Stock Collections and its duly authorized representatives shall have the right, upon reasonable notice and during normal business hours, to examine recordings and other materials relating to the Licensed Content to ensure that the Licensed Content is being used in accordance with the terms and conditions of this Agreement. If requested by Stock Collections, you must provide a copy of all uses of the Licensed Content.

3. Consideration

3.1. License fee

In consideration for the license granted herein, you agree to pay the license fees set forth on the Site for the type(s) of license you have selected (the “License Fees”). Except for material defects provided for in Section 5.3 of this Agreement, License Fees are non-refundable. You have the option to preview the licensed content before your purchase.

3.2. Taxes

License fees do not include any applicable sales, use, withholding or other transaction taxes, which are your sole responsibility.

4. Restrictions on Use

The Licensed Content may not be resold, sublicensed, assigned, transferred, or otherwise made available to third parties except as incorporated into a derivative work created by or on your behalf pursuant to the terms of this Agreement (“ work for distribution”).

The Licensed Content may not be distributed to third parties as a stand-alone file or in any manner that unreasonably allows the recipient to extract the Licensed Content for separate and distinct use of the Work at distribute. For example, you may not resell Licensed Content as backgrounds, music on hold, or ringtones.

You may not add lyric or vocal content to Licensed Content. Note that narration, voice-over, or other word-based content that is provided as a narrative of the Distributable Work itself and that is independent of and unrelated to the Licensed Content, must not not be considered lyrical or vocal content for the purposes of this clause. You may, however, modify the Licensed Content to suit the needs of the Work to be distributed, including by adjusting duration, volume, equalization, tempo or pitch.

Further, the Licensed Content may not be distributed to third parties as a stand-alone file or in any manner that unreasonably allows the recipient to extract the Licensed Content for use separate and apart from the Licensed Content. 'Work to distribute.

You may not use the Licensed Content for any purpose that is unlawful or prohibited by this Agreement. Without limiting the generality of the foregoing, your activities with the Licensed Content must not:

(a) violate the rights of any third party;

(b) violate any law, statute or regulation, including, without limiting the generality of the foregoing, those relating to consumer protection and unfair competition;

(d) hold Stock Collections liable;

(e) encourage, conspire, entice or promote the occurrence of any of the prohibited behaviors set forth herein.

5. Warranties and Limitation of Liability

5.1. guarantee

Stock Collections warrants that it has all necessary rights and authority to enter into this Agreement and grant the license hereto.

5.2. Disclaimer of Warranties

STOCK COLLECTIONS makes no other warranties, express or implied, with respect to the Licensed Content, which is provided to you "as is" and without warranties or conditions of any kind, either express or implied. To the fullest extent permitted by applicable law, Stock Collections disclaims all warranties, express or implied, including, but not limited to, implied warranties or conditions of merchantability or fitness for a particular purpose, and the freedom from computer viruses resulting from access to and use of the licensed content.

Stock Collections has made reasonable efforts to ensure the correct labeling, categorization and keywording of Licensed Content; however, Stock Collections does not guarantee the accuracy of this information.

5.3. Limitation of Liability

In no event shall Stock Collections be liable for any damages whatsoever, including special, DIRECT, indirect, incidental, or consequential damages, arising out of or in connection with ACCESS to or use of the Licensed Content, even if he has been informed of the possibility of such damage. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL STOCK COLLECTIONS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR NOT INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE) WILL EXCEED THE AMOUNT YOU PAID, IF ANY, TO ACCESS OR USE THE LICENSED CONTENT.

Stock Collections' entire liability and your sole remedy with respect to your inability to use the Licensed Content due to material defects in the Licensed Content shall be limited so that (i) you, upon request to Stock Collections, be allowed to download the Licensed Content again to obtain a replacement copy of the Licensed Content; or (ii) if you are still unable to download the Licensed Content, Stock Collections will refund to you the license fees paid for such Licensed Content.

6. Indemnification

You expressly acknowledge and agree that your use of the Licensed Content is at your sole risk. You agree to defend, indemnify and hold harmless Stock Collections and its affiliates and their respective directors, officers, trustees and employees from all liability, costs and expenses, including reasonable attorneys' fees, arising out of (i) your use of the Licensed Content or (ii) your breach of any provision of this Agreement.

We reserve the right to assume, at our sole expense, the exclusive defense and control of any matter subject to these indemnification obligations, in which event you will fully cooperate with us in asserting any available defenses.

7. Offense

In the event the Licensed Content or any portion thereof is the subject of an actual threat or claim of infringement (an "Infringement Claim"), Stock Collections may require that you immediately cease use the licensed content. Stock Collections may, at its expense and discretion:

(a) procure for you the right to continue such prohibited activities; (b) replace the affected Licensed Content in your possession with content that will not constitute an actionable infringement and that will substantially meet the specifications of such replaced Licensed Content; (c) modify the affected Licensed Content in your possession so that such Licensed Content does not constitute an actionable infringement while substantially conforming to the specifications of such modified Licensed Content; or (d) if any of paragraphs 7(a) through 7(c) is not, in Stock Collections' opinion, reasonably practicable, terminate this Agreement and refund to you the applicable License Fee paid for the Relevant Licensed Content. The foregoing is your sole and exclusive remedy in such an event.

8. Termination

You agree that Stock Collections, in its sole discretion, has the right to terminate this Agreement, immediately and without notice, if:

(a) you breach any provision of this Agreement; (b) you become bankrupt, make an arrangement with your creditors or go into liquidation; (c) we are unable to verify the information you provide to us or that such information is incorrect; (d) we believe that your actions or omissions are likely to cause financial loss or liability to Stock Collections.

Upon termination of this Agreement, the license granted herein shall immediately terminate and you must immediately: (i) cease using the Licensed Content; (ii) destroy or, at Stock Collections' request, return to Stock Collections the Licensed Content; and (iii) delete or delete the Licensed Content from your premises, computer systems and storage, whether electronic or physical.

You further agree that Stock Collections shall not be liable to you or any third party for any termination of your access to and use of the Licensed Content.

9. Miscellaneous

9.1. Eligibility criteria

You represent that you have the legal capacity to enter into and enter into this Agreement.

9.2. Your member account

You must create an account with Stock Collections when you make a purchase on the Site. You agree that the information you provide during this process is accurate and complete, including without limitation any credit card or payment information, and you agree to update such information as necessary. You also agree not to (i) select, record or attempt to record or use the name or other identifiable information of another person with the intention of impersonating that person; (ii) use someone else's name without permission; (iii) use any name in violation of any person's intellectual property rights; or (iv) use a name that Stock Collections considers offensive. You are responsible for maintaining the confidentiality of your password and will notify Stock Collections of any known or suspected unauthorized use of your account. Further, you agree that you are responsible for all statements made and acts or omissions that occur on your account while your password is in use.

9.3. Notification regarding communications from stock collections

By registering with the Site and/or making a purchase on the Site, you understand that Stock Collections may send you communications or data from the Site, including but not limited to (i) notices regarding Licensed Content requested by you, including any notices regarding the terms of any purchase; (ii) updates; and (iii) information or materials regarding transactions, products and/or services purchased or selected by you or in which you are involved through your use of the Site. By using and registering on the Site, you agree to receive such electronic messages from us.

Note, however, that some emails may be more "commercial" in nature than others, as they may advertise a feature of the Site or our product or service which we think you may find interesting, or may otherwise discuss a marketing campaign or promotion offered by Stock Collections or one of our partners or another third party. We will provide you with the opportunity to opt out of receiving such marketing emails from us by following the unsubscribe instructions provided in Section 9.4 of this Agreement.

9.4. Deactivation

Stock Collections wishes to communicate with you only if you wish to hear from us. If you prefer not to receive promotional information from us, or if you do not want us to use your information to improve your experience with the Services, please let us know by contacting us by email at contact@stockcollections.ca or by writing to us at 1340 rue Shearer, Montreal (Quebec) H3K 2K4. Be sure to include your full name and the email address you used when registering or purchasing. It may take up to 10 days to process your postal mail request, during which time you may continue to receive communications from Stock Collections. You can also unsubscribe using the unsubscribe link at the bottom of any promotional message you receive from Stock Collections.

9.5. Divisibility

Each provision of this Agreement is separate and distinct and, if any provision of this Agreement is held to be invalid, illegal or unenforceable, all other provisions shall remain in full force and effect.

9.6. Notice

Except as otherwise provided herein, any notice, consent or other communication under this Agreement must be in writing and delivered by hand or by bailiff or sent by email, and addressed as follows:

If you want to store collections:

Attention: Sales Department E-mail address: contact@stockcollections.ca

If yours:

To the contact details you provided in your member account.

Such notice, consent or other communication shall be deemed to have been given and received on the day it is actually delivered or sent (or if such day is not a business day, the next business day), unless delivered or sent after 4:30 p.m. EST, in which case it will be deemed to have been delivered and received on the next business day.

9.7. Waivers

A failure of Stock Collections to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

9.8. Entire Agreement and Effect

The terms of this Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and this Agreement supersedes all prior agreements and undertakings.

9.9. Exhaustion

The provisions of this Agreement shall inure to the benefit of and bind the parties hereto and their respective successors, assigns, heirs, executors and administrators. This Agreement may be assigned by a party hereto to a third party upon written notice so long as such third party agrees to be bound by the terms and conditions of this Agreement.

9.10. Relationship

This Agreement is not intended to create and will not create any employer-employee relationship or partnership between the parties.

9.11. Applicable law and jurisdiction

This Agreement and its interpretation are subject to the laws in force in the province of Quebec and in Canada without giving effect to the principles of conflict of laws. The courts of the district of Montreal, province of Quebec, have exclusive jurisdiction to hear any dispute relating to this Agreement, including its interpretation and effects.

TYPES OF LICENSE

Below are the settings for each license type:

A. BASIC LICENSE (non-commercial basis)

This license grants you the following rights:

The rights to reproduce and adapt the Licensed Content into Works for Distribution and to perform, display, communicate to the public or otherwise use on a non-commercial, personal basis the Licensed Content as embodied in the following Works for Distribution:

Corporate video and film
Corporate television and radio
Television broadcast*
Multimedia production
FREE game, software and apps
Website

This license does not allow you to:

- use the Licensed Content for commercial purposes;
- Sell, trade, give away or distribute the Licensed Content itself;
- Use/include the Licensed Content in different types of music compilations, such as music compilation CDs/DVDs, where the music tracks are stand-alone items;
- Redistribute the Licensed Content as part of a website template;
- Redistribute the Licensed Content as ringtones or cellphones;
- Create/produce/distribute new musical works based on the Licensed Content (for example, adding lyrical or vocal content to the Licensed Content and distributing it).

* Mandatory cue sheet because this broadcast is supervised by PROs (copyright organizations)

B. MASS MARKET LICENSE (national coverage)

This license grants you the following rights:

The rights to reproduce and adapt the Licensed Content into Works for distribution and to perform, display, publicly communicate or otherwise use the Licensed Content for commercial purposes in a specific country, as embodied in the Works for distribution following:

Advertising (radio, TV, in-theatre)
Theatrical presentation or play*
Games, software & applications (up to 10,000 copies / units / downloads of the Work for Distribution)

This license is limited to one country and does not allow you to:

- Sell, trade, give away or distribute the Licensed Content itself;
- Use/include the Licensed Content in different types of music compilations, such as music compilation CDs/DVDs, where the music tracks are stand-alone items;
- Redistribute the Licensed Content as part of a website template;
- Redistribute the Licensed Content as ringtones or cellphones;
- Create/produce/distribute new musical works based on the Licensed Content (for example, adding lyrical or vocal content and distributing it).

* Mandatory cue sheet because this broadcast is supervised by PROs (copyright organizations)

C. FULL LICENSE (worldwide coverage)

This license grants you the following rights:

The rights to reproduce and adapt the Licensed Content into Works to distribute and perform, display, publicly communicate or otherwise use the Licensed Content for commercial purposes and on a worldwide basis, as embodied in the Works to be distributed as follows:

Commercialized films and theatrical releases*
Game, software & applications (unlimited number of copies/units/downloads of the Work for Distribution)
Global TV/Radio Advertising
music on hold

This license is worldwide and does not allow you to:

* Mandatory cue sheet because this broadcast is supervised by PROs (copyright organizations)