LICENSE FOR SOUND RECORDINGS OF THE SONOMAR INC. SOUND LIBRARY

The following terms and conditions constitute a legally binding Agreement (the “Agreement”) between YOU (the “Licensee”) and SONOMAR INC. (the “Licensor”).  Simply by downloading or purchasing a sound recording or a collection of sound recordings from Licensor’s library of sound recordings available at www.martinpinsonnault.com (the “Library”), you acknowledge that you have read the terms of this Agreement, understand them and agree to be bound by such terms.

The uniform resource locator (URL) for the Library may be changed by Licensor from time to time, which change shall not affect the applicability and enforceability of the terms and conditions of this Agreement.

These license terms apply to any and all downloads by Licensee of sound recordings from the Library:

1.              Grant of License

1.1           In consideration for the payment of the fee associated to each sound recording or collection of sound recordings available in the Library (the “Fee”), and subject to Licensor receiving such Fee from Licensee, Licensor hereby grants to Licensee a worldwide, non-exclusive, fully paid-up, royalty-free license to use the sound recording or collection of sound recordings for which Licensee has paid the Fee to Licensor (the “Sound Recording“), the whole in accordance with the terms and conditions set forth in this Agreement (generally the “License”).

1.2           Provided that Licensee remains in full compliance with the terms of this Agreement, the License shall remain in force for the life of Licensor’s copyright in the Sound Recording.

2.              Rights Granted

2.1           The License granted in this Agreement only allows the Licensee to:

2.1.1      Use the Sound Recording as part of Licensee’s products which may include, without limitation, hardware, software and video games (collectively the “Products”); and

2.1.2      Synchronize the Sound Recording with moving images for use in any film, television, or other audiovisual production to be communicated to the public in all manner and media of communication now known or in the future developed (the “Productions”).

3.              Limited Rights

3.1           The Sound Record is licensed to License, not sold. All rights to use the Sound Recording are limited by and are solely as expressly set forth in this Agreement. Any reference herein to the sale or price of any Sound Recording and/or Library, or copy thereof, refers to the applicable license Fee. No property, ownership or real right or interest in any Sound Recording, or any component thereof, is granted, assigned, conveyed, transferred or sold to Licensee by virtue of this Agreement or otherwise.

4.              Restrictions on Use

4.1           The License granted in this Agreement is personal to Licensee and, as such, does not permit Licensee to do the following:

4.1.1      License, sell, adapt, modify or repackage the entire Library or any substantial portion thereof;

4.1.2      Sell or sub-license the Sound Recording outright to any other individual or party without integrating such Sound Recording into a broader work or product (for example, selling or sub-licensing the Sound Recording without integrating it in Licensee’s Products and/or Productions);

4.1.3      Sell or sub-license the Sound Recording as part of a business activity which is competing with Sonomar’s business activities as licensor of sound recordings;

4.1.4      Re-record or change the Sound Recording in any way not authorized under this Agreement without the written consent of Licensor;

4.1.5      Claim ownership or authorship of the Sound Recording; or

4.1.6      Transfer, share or sub-lease this License to any other party.

5.              Sub-licenses

5.1           Notwithstanding anything to the contrary in this Agreement, Licensee shall have the right to sub-license the Sound Recording to any third party provided, however, that such sub-license shall be in compliance with Section 4 above. Without limiting the generality of the foregoing, Licensee may sub-license the Sound Recording to users of the Licensee’s Products and/or Productions.

6.              Proprietary Markings

6.1           Licensee shall not, directly or indirectly, alter, destroy or remove any copyright legal markings or notices associated with or contained within the Sound Recording. Licensee shall also not, directly or indirectly, alter, destroy or remove the “meta tags” associated with the Sound Recording.

7.              Assignment

7.1           The License granted herein is strictly personal to Licensee. Licensee must not assign the Sound Recording to any other party without the prior written authorization of Licensor. Licensor may assign its rights and obligations under this Agreement without the Licensee’s consent.

8.              Termination

8.1           The License granted herein (including, without limitation, Licensee’s right to use the Sound Recording) will automatically terminate in the event of any breach by Licensee of the terms of this Agreement.

9.              Disclaimer of Warranty

9.1           To the maximum extent permitted by applicable law, and except as expressly set forth in this Agreement, all sound recordings (including, without limitation, the Sound Recording) made available as part of the Library, and any and all intellectual property rights in relation thereto, are furnished “AS IS”, with all faults and without warranty, representation, or condition of any kind, whether written, oral, express, implied, legal, statutory, contractual, extra-contractual, delictual, or in tort, whether arising by law, statute, usage of trade, custom, course of dealing or performance, or the parties’ conduct or communications with one another, or whether arising as result of the nature of this Agreement or in conformity with usage, equity or law, or otherwise, including any and all warranties, representations, obligations, rights or conditions of satisfactory quality, currency, accuracy, completeness, appropriateness, merchantability and fitness for a particular purpose, fitness for a general purpose, workmanship, hidden defects, peaceful enjoyment, security, delivery, good state of repair, warranty against eviction, warranty and duty to inform, duty to act in the best interest of the other party, or otherwise, each of which are hereby expressly denied and disclaimed. Licensee shall be solely responsible to complete his or her own due diligence to determine if the Sound Recording is adequate for Licensee’s intended use of same. LICENSEE USES THE SOUND RECORDING AT ITS OWN RISKS.

10.           Indemnity

11.           Licensee agrees to indemnify, defend and hold harmless Licensor, its affiliates, agents, licensors, suppliers, and their respective directors, officers and employees (collectively the “Representatives”) against all actions, proceedings, costs, claims, damages, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) related to or resulting from, directly or indirectly, Licensee’s exercise of any of the rights granted in this Agreement (including, without limitation, the use of the Sound Recording as permitted by the License).

12.           Liability

12.1        To the maximum extent permitted by applicable law, and notwithstanding anything to the contrary in this Agreement, the Licensor’s total maximum aggregate cumulative liability (including that of its Representatives) for all past, present or future claims, demands, actions, causes of actions, requests, lawsuits, judgments, damages, costs, expenses, prejudices or losses (“Claims”) in relation to or arising under this Agreement (including, without limitation, for breach of contract, strict or statutory liability, extra-contractual or delictual liability, tort (including negligence) or any other legal or equitable theory) shall be limited to the Fee paid (or to be paid) hereunder by Licensee to Licensor for the Sound Recording.

12.2        To the maximum extent permitted by applicable law, and notwithstanding anything to the contrary in this Agreement, Licensor (including its Representatives) shall not be liable for any indirect, consequential (including, without limitation, damages for business interruption, or loss of business information), special, punitive, exemplary or incidental damages or damages for loss of profits or revenues arising in relation to or under this Agreement, even if advised of the possibility of such damages or if such possibility was reasonably foreseeable.

13.           Taxes

13.1        The Fee paid for the Sound Recording does not include applicable Canadian commodity taxes (e.g. the Goods and Services Tax or GST, the Harmonized Sales Tax or HST, the Quebec Sales Tax or QST).

13.2        If Licensee is a resident of Canada, Canadian Commodity taxes will be applied based on the province of residence of the Licensee indicated by Licensee at the time of purchase at the applicable rate.

13.3        If Licensee is not a resident of Canada but is otherwise registered for Canadian Commodity tax purposes, Licensee will inform Licensor and applicable Canadian Commodity taxes will be added.

13.4        Licensor is registered under the Excise Tax Act (Canada) under GST/HST registration number 144109188 RT0001 and under the Act respecting the Quebec Sales Tax under QST registration number 1088821439 TQ0001. Licensor is not registered for any other commodity taxes in Canada or elsewhere.

14.           Governing Law

14.1        Licensor is physically located and the Library is hosted within the Province of Quebec, Canada. This Agreement will be governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, and shall be treated in all respects as a contract entered into and to be executed in the Province of Quebec, without reference to conflict of law principles. In the event of a dispute, the parties hereby agree to submit to the exclusive jurisdiction of the courts located in the Province of Quebec, District of Montreal. The parties expressly exclude the UN Convention on Contracts for the International Sale of Goods as amended, replaced or re-enacted from time to time. Licensee agrees to waive any right Licensee may have to commence or participate in any class action against Licensor related to the Sound Recording or, more generally, to the Library or this Agreement and, where applicable, Licensee also agrees to opt out of any class proceedings against Licensor.

15.           Language

15.1        The parties have required that this Agreement and all documents relating thereto be drawn-up in English / Les parties confirment avoir demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.

16.           Interpretation

16.1        The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. In this Agreement, words importing the singular number include the plural and vice versa, words importing gender include all genders; and words importing persons include individuals, sole proprietors, partnerships, corporations, trusts and unincorporated associations.

17.           Entire Agreement

17.1        This Agreement, as it may be amended from time to time in accordance with the provisions of Section 17, and any and all other legal notices in connection therewith, constitute the entire Agreement between Licensee and Licensor in connection with the Sound Recording and the Library. Notwithstanding the foregoing, this Agreement is supplemented and complemented by the Sonomar Website Legal Terms and Disclaimer available at www.martinpinsonnault.com (the “Website Terms”), to the extent that there is no conflict between the terms of this Agreement and the Website Terms. In the event of a conflict between the terms of this Agreement and the Website Terms, this Agreement shall take precedence and control.

18.           Amendment and Waiver

18.1        Licensor reserves the right, in its discretion, to amend this Agreement at any time by posting amendments on the main web page for the Library located at: www.martinpinsonnault.com. Licensee is responsible for periodically reviewing the amendments on the main web page for the Library and Licensee is deemed to be aware of such amendments. If Licensee does not agree to the amended terms, Licensee shall immediately stop using the Library. Access to the Library or use of the Library after any amendments have been posted shall constitute Licensee’s acknowledgement and acceptance of the amended terms and conditions. No supplement, modification or amendment to this Agreement and no waiver of any provision of this Agreement shall be binding on Licensor unless executed by Licensor in writing. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

19.           Severability

19.1        Any provision of this Agreement which is held by a court of competent jurisdiction to be illegal, invalid or unenforceable in such jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability and shall otherwise be enforced to the maximum extent permitted by law, all without affecting the remaining provisions of this Agreement or affecting the legality, validity or enforceability of such provision in any other jurisdiction.

20.           Enurement

20.1        This Agreement shall enure to the benefit of and be binding upon each of the parties and their respective successors and permitted assigns. Licensee acknowledges having read this Agreement before accepting it, having the authority to accept this Agreement and having received a copy of this Agreement.

© SONOMAR INC., 2011, Montreal.

BY CLICKING on the button below at the TIME OF DOWNLOADING THE SOUND RECORDING OR AT ANY TIME THEREAFTER, OR BY ACTUALLY SIMPLY ACCESSING OR OTHERWISE USING THE LIBRARY, YOU SHALL BE DEEMED TO HAVE IRREVOCABLY AGREED TO BE BOUND BY ALL of the TERMS AND CONDITIONS OF THIS AGREEMENT.

YOU ALSO ACKNOWLEDGE THAT YOUR AGREEMENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND THE ACT OF DOWNLOADING THE SOUND RECORDING, HAVE CREATED A CONTRACT BETWEEN you and the licensor, AS EVIDENCED BY THIS WRITTEN AGREEMENT. you HEREBY ACKNOWLDGE THAT the licensor MAY SEND you ELECTRONIC MESSAGES RELATED TO the contract that you have entered into with the licensor including, without limitation, electronic messages related to the sound recording and the library.

 I HAVE READ AND I EXPRESSLY AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT

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