WEBSITE LEGAL TERMS AND DISCLAIMER

WEBSITE OF SONOMAR INC. AVAILABLE AT: WWW.MARTINPINSONNAULT.COM

Your access or use of this website available at www.martinpinsonnault.com (the “Website”) is subject to legally binding terms and conditions. Please review them carefully before using this Website. Your use of this Website indicates your agreement to these terms and conditions.

This Website Legal Terms and Disclaimer (the “Agreement”) is an agreement between you (“You”) and SONOMAR INC. (the “Company”). “We” and “Us” means both You and Company. The effective date of this Agreement is when You accept or are deemed to accept this Agreement in accordance with the procedure set out in this Agreement. You hereby consent to the exchange of information and documents between Us electronically over the Internet or by e-mail, if to You at the e-mail address provided at the time of your subscription to this Website or if to Company at the e-mail address sales@martinpinsonnault.com. You agree and acknowledge that this electronic Agreement
shall be the equivalent of a written paper agreement between Us.

1. Intellectual Property
You acknowledge that any and all information, content, reports, data, databases, graphics, interfaces, web pages, text, files, software, sound recordings, product names, company names, trade-marks, logos and trade names contained on this Website (collectively the “Content”) including the manner in which the Content is presented or appears and all information relating thereto, are the property of Company (or its licensors, as the case may be). As between You and Company, Company shall be deemed to be the owner of all Content and You shall have no right, title or interest in and to such Content, subject however to the license for sound recordings which You may obtain in the event that You pay Company for such licensed rights.

2. Permitted Use
Subject to Section 3 below, Company hereby grants to You a limited, personal, revocable, nontransferable and non-exclusive license to access and read the Content, to the express exclusion however of the Content for which You must pay Company in order to obtain a license (the “License”). If Company requires You to pay to access certain Content, the terms and conditions applicable to such Content will be disclosed to you at the time of access (including, without limitation, licensing terms). Without limiting the generality of the foregoing, the downloading of sound recordings available on this Website is subject to different terms and conditions set forth in the “License for Sound Recordings of the Sonomar Sound Library” available at www.martinpinsonnault.com (the “Sound Recordings License”).

3. Restrictions on Use
Subject to any different rights that may be granted to You in the Sound Recordings License, You hereby agree not to do the following, or assist any person in doing the following:

(i) distribute the Content for any purpose including, without limitation, compiling an internal database, redistribution or reproduction of the Content by the press or media or through any commercial network, cable or satellite system;
(ii) create derivative works of, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, modify, copy, bundle, sell, sub-license, export, merge,
transfer, adapt, loan, rent, lease, assign, share, outsource, host, publish, make available to any person or otherwise use, either directly or indirectly, the Content in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise; or
(iii) permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights of Company or its licensors or allow any third-party to access the Content.

The restrictions set out in this Section 3 shall not apply to the limited extent the restrictions are prohibited by applicable law.

4. License to Use Your Information
With the exception of personal information, You hereby grant to Company the perpetual, unlimited, royalty-free, worldwide, non-exclusive, irrevocable, transferable license to run, display, copy, reproduce, publish, bundle, distribute, market, create derivative works of, adapt, translate, transmit, arrange, modify, sub-license, export, merge, transfer, loan, rent, lease, assign, share, outsource, host, make available to any person or otherwise use, any information or other content You provide on or through this Website or which is sent to Company by e-mail or other correspondence, including without limitation, any ideas, concepts, inventions, knowhow, techniques or any intellectual property contained therein, for any purpose whatsoever. Company shall not be subject to any obligations of confidentiality regarding any such information unless specifically agreed by Company in writing or required by law. You represent and warrant that you have the right to grant the license set out above.

5. Personal Information.
Company may, from time to time, but is not obligated to, monitor your use of this Website and collect, store and use personal information about You in order to gather statistical information about how people use this Website, and for any other purpose specified at the time of collection. This information helps Company understand which features of this Website are most popular and identify peak activity times. Company can then monitor and improve this Website to provide visitors with better service. You hereby consent to such collection, storage and use of personal information and waive any right of privacy You may have. You may access, correct and delete your own personal information stored by Company by sending an e-mail at the following address: sales@martinpinsonnault.com.

6. Limitations on Liability and Disclaimers
You are hereby advised that there is no guarantee that personal information and transactions on this Website or on the Internet will be maintained confidential and secure. The use of this Website and the Content is at your own risk and Company assumes no liability or responsibility pertaining to the Content, your use of the Website or the receipt, storage, transmission or other use of your personal information.

This Website may contain links to other sites. Company does not assume responsibility for the accuracy or appropriateness of the information, data, opinions, advice, or statements contained at such sites, and when You access such sites, You are doing so at Your own risk. In providing links to the other sites, Company is in no way acting as a publisher or disseminator of the material contained on those other sites and does not seek to monitor or control such sites. A link to another site should not be construed to mean that Company is affiliated or associated with same. Company does not recommend or endorse any of the content including, without limitation any hyper-links to or content found, on other websites. The mention of another party or its product or service on this Website should not be construed as an endorsement of that party or its product or service.

Company will not be responsible for any damages You or any third-party may suffer as a result of the transmission, storage or receipt of confidential or proprietary information that You make or that You expressly or implicitly authorize Company to make, or for any errors or any changes made to any transmitted, stored or received information. You are solely responsible for the retrieval and use of the Content. You should apply Your own judgment in making any use of any Content, including, without limitation,  the use of the information as the basis for any conclusions. The Content may not be accurate, up to date, complete or untampered, and is not to be relied upon.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN THE SOUND RECORDINGS LICENSE, THIS WEBSITE AND ALL CONTENT, PRODUCTS, SERVICES AND SOFTWARE ON THIS WEBSITE OR MADE AVAILABLE THROUGH THIS WEBSITE ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS, OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TOUNINTERRUPTED OR ERROR FREE OPERATION, AVAILABILITY, ACCURACY, COMPLETENESS, CURRENTNESS, RELIABILITY, TIMELINESS, LEGALITY, SUITABILITY, PRIVACY, SECURITY, MERCHANTABILITY, QUALITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE.

In no event will Company, its affiliates, agents, licensors, suppliers, or their respective directors, officers or employees be liable for any special, indirect, incidental, punitive, exemplary, aggravated, economic or consequential damages, howsoever caused including, but not limited to, damages for loss of use, lost profits or lost savings, even if Company or any of its agents or employees have been advised of the possibility of such damages or claim. In no event will Company, its affiliates, agents, licensors, suppliers, or their respective directors, officers or employees, be liable for damages or losses resulting from: viruses, data corruption, failed messages, transmission errors or problems; telecommunications service providers; links to third-party websites; the internet backbone; personal injury; third-party content, products or services; damages or losses caused by You, or Your respective employees, agents or subcontractors; loss of use or lack of availability of facilities including computer resources, routers and stored data; the use or inability to use this Website or the Content; any other website accessed to or from this Website; or events beyond the reasonable control of Company, even if Company or any of its agents or employees have been advised of the possibility of such damages or claim.

In no case will the Company’s, its affiliates’, agents’, licensors’, suppliers’, and their respective directors’, officers’ and employees’ total cumulative aggregate liability arising under any cause whatsoever (including, without limitation, breach of contract, tort, negligence, gross negligence,or otherwise) be for more than one hundred Canadian dollars (CAD $100).Company assumes no obligation to update the Content on this Website. The Content on thisWebsite may be changed without notice to You. Company is not responsible for any Content or information that You may find undesirable or objectionable. Company disclaims any liability for unauthorized use or reproduction of any portion of this Website.

7. Termination
This Agreement is effective until terminated by Company, with or without cause, in the Company’s sole and unfettered discretion. Company may terminate this Agreement if You fail to comply with any of its terms provided, however, that the License will terminate immediately if you fail to comply with any of the terms of this Agreement. Any such termination shall be in addition to and without prejudice to such rights and remedies as may be available to Company, including injunction and other equitable remedies. The disclaimers, limitations on liability, ownership, termination, interpretation, Your license to Company, Your warranty and the indemnity provisions of this Agreement shall survive the termination or expiry of this Agreement.

8. Indemnity
You agree at all times to indemnify, defend and hold harmless Company, its affiliates, agents, licensors, suppliers, and their respective directors, officers and employees 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:
(i) any information or other content You provide on or through this Website or which is sent to Company by e-mail or other correspondence; or
(ii) Your use or misuse of the Content or this Website including, without limitation, infringement claims.

9. Governing Law
Company, this Website and the Content (excluding linked websites or content) are physically located 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, We agree to submit to the exclusive jurisdiction of the courts located in the Province of Quebec, District of Montreal. We expressly exclude the UN Convention on Contracts for the International Sale of Goods as amended, replaced or re-enacted from time to time. You agree to waive any right You may have to commence or participate in any class action against Company related to this Website, the Content or this Agreement and, where applicable, You also agree to opt out of any class proceedings against Company or its licensors.

10. Language
We have required that this Agreement and all documents relating thereto be drawn-up in English / Nous avons demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.

11. Interpretation
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.

12. Entire Agreement
This Agreement, as it may be amended from time to time in accordance with the provisions of Section 13, and any and all other legal notices and policies on this Website, constitute the entire agreement between You and Company with respect to the use of this Website and the Content. Notwithstanding the foregoing, certain Content may be subject to different terms and conditions which will be disclosed to You at the time of accessing such Content. If terms and conditions different from those contained herein are disclosed to You in relation to specific Content, those different terms and conditions will apply to such Content and take precedence over this Agreement. Without limiting the foregoing and for the sake of clarity, the Sound Recordings License shall have priority over this Agreement for matters related to access and use of sound recordings made available on this Website, to the extent that there is a conflict between this Agreement and the Sound Recordings License.

13. Amendment and Waiver
Company reserves the right, in its discretion, to amend this Agreement at any time by posting amendments on this Website. You are responsible for periodically reviewing the amendments on this Website and You are deemed to be aware of such amendments. If You do not agree to the amended terms and conditions, You shall immediately stop using this Website. Access to this Website or use of this Website after any amendments have been posted shall constitute Your 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 Company unless executed by Company 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.

14. Severability
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.

15. Enurement
This Agreement shall enure to the benefit of and be binding upon each of Us and our respective successors and permitted assigns. You acknowledge 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. SONOMAR is a trade-mark of SONOMAR INC. BY ACTUALLY SIMPLY ACCESSING OR OTHERWISE USING THIS WEBSITE, YOU SHALL BE DEEMED TO HAVE IRREVOCABLY AGREED TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

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