License agreement

LICENSE AGREEMENT

This license agreement is made between you and Ambiance Musique, operator of the website www.ambiancemusique.ca (the “Site”).

AMBIANCE MUSIQUE IS READY TO GRANT YOU A LICENSE FOR THE LICENSED CONTENT (AS DEFINED BELOW) SUBJECT TO THE GENERAL TERMS AND CONDITIONS CONTAINED IN THIS STANDARD LICENSE AGREEMENT (THE "AGREEMENT").

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

By clicking the "I AGREE" 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 conditions of this Agreement. If you are accepting 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 WITH THIS AGREEMENT, OR DO NOT WISH TO BE BINDED BY IT, SELECT THE "I DO NOT AGREE" 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.

* 1. Services
* 2. License
* 3. Consideration
* 4. Usage restrictions
* 5. Guarantees and Limitation of Liability
* 6. Compensation
* 7. Offense
* 8. Termination
* 9. Miscellaneous
* TYPES OF LICENSES

1. Services

1.1. Nature of Services

The Site offers royalty-free music created by or on behalf of Ambiance Musique (the “Licensed Content”) which is intended for use in new and traditional media, including television, videos and websites, at all kinds of events, including weddings and corporate events, or in a work created by you or on your behalf, all in accordance with this Agreement (the “Services”). Ambiance Musique offers different types of licenses for the Licensed Content, all as specified below and on the Site.

1.2. Service Provider

Ambiance Musique operates the site as a licensing venue for licensed content. Ambiance Musique acts solely as a service provider, providing material storage on its systems and networks under the direction of Stock Collections users. Ambiance Musique is not responsible for the acts or omissions of users of the Site and Services.

2. License

2.1. License Types

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

The parameters applicable to each of these license types are described in more detail in Appendix A of this License Agreement (the "Parameters").

2.2. Licensing Agreement

Subject to acceptance of the terms and conditions of this agreement and payment of the applicable license fees (as defined below), Stock Collections hereby grants you a limited, non-exclusive, perpetual, and non-transferable license to use the licensed content as incorporated in a Work for Distribution (as defined below) in accordance with the Parameters described in Appendix A applicable to the license type(s) you have selected.

2.3. Exclusive Ownership

This agreement is a license and not a sales agreement. All intellectual property rights (“Intellectual Property Rights”) relating to the licensed content are and shall remain the exclusive property of Ambiance Musique . Nothing in this Agreement is intended to transfer or grant you any such IP Rights. You are only entitled to a 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 Ambiance Musique's intellectual property rights. Any unauthorized use of the intellectual property rights of Ambiance Musique constitutes a violation of this agreement as well as a violation of intellectual property laws, including, but not limited to, copyright laws and trademark laws.

2.4. No removal of reviews

You agree not to remove, obscure, render illegible, or alter any intellectual property rights notices or indications of Ambiance Musique and their property, whether these notices or indications are affixed, contained or otherwise linked to licensed content or any material relating to the Site or the Services.

2.5. Inspection

Ambiance Musique and its duly authorized representatives shall have the right, upon reasonable notice and during normal business hours, to review recordings and any other material relating to the licensed content to ensure that the licensed content is being used in accordance with the terms and conditions of this Agreement. At the request of Ambiance Musique , you must provide a copy of all uses of the licensed content.

3. Consideration

3.1. License rights

In consideration of the license granted hereunder, you agree to pay the license fees indicated on the Site for the type(s) of license you have selected (the "License Fees"). Except for material defects as provided in Section 5.3 of this Agreement, the License Fees are non-refundable. You have the option to preview the licensed content before purchasing it.

3.2. Taxes

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

4. Usage restrictions

Licensed content may not be resold, sublicensed, assigned, transferred or otherwise made available to third parties unless incorporated into a derivative work created by you or on your behalf in accordance with the terms of this agreement (“work for distribution”).

Licensed Content may not be distributed to third parties as a standalone file or in a way that unreasonably enables the recipient to extract the Licensed Content for a separate and distinct use from the Work being distributed. For example, you may not resell Licensed Content as backgrounds, "hold" music, or ringtones.

You may not add lyrical or vocal content to the Licensed Content. Note that narration, voice-over, or any other word-based content provided as a narrative of the Work to be distributed itself, and which is independent of and unrelated to the Licensed Content, shall 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 the duration, volume, equalization, tempo, or pitch.

Furthermore, Licensed Content may not be distributed to third parties in the form of a standalone file or in a manner that unreasonably permits the recipient to extract Licensed Content for a separate and distinct use from the Work to be distributed.

You may not use the Licensed Content for any purpose that is illegal 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 a 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) to engage the liability of Music ambiance ;

(e) encourage, conspire, attract or promote the occurrence of any of the prohibited conduct stipulated herein.

5. Guarantees and Limitation of Liability

5.1. Warranty

Ambiance Musique warrants that it has all the necessary rights and authority to enter into this agreement and grant the license hereunder.

5.2. Exclusion of warranties

AMBIANCE MUSIQUE offers no other warranties, express or implied, regarding the licensed content, which is provided to you "as is" and without any warranty or condition of any kind, express or implied. To the fullest extent permitted by applicable law, Ambiance Musique 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 absence of computer viruses resulting from access to and use of the licensed content.

Ambiance Musique has made reasonable efforts to ensure the correct labeling, categorization, and keywords for Licensed Content; however, Ambiance Musique does not guarantee the accuracy of this information.

5.3. Limitation of Liability

Under no circumstances, Ambiance Musique shall not 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 it has been advised of the possibility of such damages. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR 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 OTHERWISE (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT YOU PAID, IF ANY, TO ACCESS OR USE THE LICENSED CONTENT.

The full responsibility of Ambiance Musique and your sole remedy regarding your inability to use the Licensed Content due to material defects in the Licensed Content will be limited so that (i) you, upon request to Ambiance Musique , you will 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, Ambiance Musique will reimburse you for the licensing fees paid for this licensed content.

6. Compensation

You expressly acknowledge and agree that your use of the Licensed Content is at your own risk. You agree to defend, indemnify, and hold harmless Ambiance Musique and its affiliates, as well as their respective directors, officers, trustees and employees, from any 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 case you will fully cooperate with us in asserting all available defenses.

7. Offense

In the event that the licensed content or any part thereof is the subject of a threat or actual claim of infringement (a "claim of infringement"), Ambiance Musique may require you to immediately cease using the licensed content. Ambiance Musique may, at its own expense and discretion:

(a) grant you the right to continue these prohibited activities; (b) replace the relevant Licensed Content in your possession with content that will not constitute a prosecutable infringement and that substantially meets the specifications of the replaced Licensed Content; (c) modify the relevant Licensed Content in your possession so that the Licensed Content does not constitute a prosecutable infringement while substantially meeting the specifications of the modified Licensed Content; or (d) if any of paragraphs 7(a) through 7(c) is not, in the opinion of Ambiance Musique , if reasonably feasible, terminates this Agreement and refunds you the applicable License Fees paid for the Licensed Content in question. The foregoing is your sole and exclusive remedy in such a case.

8. Termination

You agree that Ambiance Musique , at 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, enter into an arrangement with your creditors, or are placed into liquidation; (c) we are unable to verify the information you provide to us or that this information is incorrect; (d) we believe that your actions or omissions are likely to cause financial loss or give rise to liability Music and ambiance .

Upon termination of this Agreement, the license granted hereunder shall immediately terminate and you must immediately: (i) cease using the Licensed Content; (ii) destroy or, at the request of Music ambiance , to restore to Ambiance Musique the Licensed Content; and (iii) remove or delete the Licensed Content from your premises, computer systems and storage, whether electronic or physical.

You further agree that Ambiance Musique will 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 declare that you have the legal capacity to enter into and conclude this Contract.

9.2. Your Member Account

You need to create an account with Ambiance Musique when you make a purchase on the Site. You agree that the information you provide during this process is accurate and complete, including, but not limited to, all credit card or payment information, and you agree to update this information as needed. You also agree not to (i) select, record, or attempt to record or use the name or any other identifiable information of another person with the intent to impersonate that person; (ii) use someone else's name without permission; (iii) use a name in violation of any person's intellectual property rights; or (iv) use a name that Ambiance Musique considers this offensive. You are responsible for maintaining the confidentiality of your password and will inform Ambiance Musique will be held liable for any known or suspected unauthorized use of your account. Furthermore, you agree that you are responsible for all statements made and all acts or omissions that occur on your account while your password is in use.

9.3. Notification regarding communications from Music Atmosphere

By registering on the Site and/or making a purchase on the Site, you understand that Ambiance Musique 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 documents concerning 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 Site feature or our product or service that we believe may be of interest to you, or may otherwise discuss a marketing campaign or promotion offered by Ambiance Musique or one of our partners or another third party. We will give you the option to opt out of receiving these marketing emails from us by following the unsubscribe instructions provided in section 9.4 of this Agreement.

9.4. Deactivation

Ambiance Musique only wishes to contact you if you want 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 via email at obnl@ambiancemusique.ca or by writing to us at 102-5685 Fullum, Montreal, Quebec H2G 2H6. Be sure to include your full name and the email address you used when registering or making a purchase. Processing your request by mail may take up to 10 days, during which time you may continue to receive communications from us. Ambient Music . You can also unsubscribe using the unsubscribe link located at the bottom of any promotional message you receive from Music and ambiance .

9.5. Divisibility

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

9.6. Notice

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

If you wish to store collections:

To: Sales Department Email address: obnl@ambiancemusique.ca

If it's your turn:

To the contact details you provided in your member account.

This 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 that day is not a business day, the next business day), unless it is delivered or sent after 4:30 p.m. EST, in which case it shall be deemed to have been delivered and received on the next business day.

9.7. Waivers

A failure to Ambiance Musique's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

9.8. Entirety of the 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 commitments.

9.9. Exhaustion

The provisions of this agreement shall apply 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, provided that 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 an employer-employee relationship or partnership between the parties.

9.11. Applicable Law and Jurisdiction

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

TYPES OF LICENSES

Below you will find the parameters applicable to each type of license:

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 present, display, communicate to the public or otherwise use on a non-commercial and personal basis the Licensed Content as incorporated in the following Works for distribution:

Corporate video and film
Corporate television and radio
Television broadcast*
Multimedia production
Free games, software and apps
Website

This license does not authorize you to:

- use the Licensed Content for commercial purposes;
- Selling, exchanging, giving away or distributing 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 standalone elements;
- Redistribute the licensed Content within a website template;
- Redistribute the licensed Content as part of telephone or mobile phone ringtones;
- Create/produce/distribute new musical works based on the Licensed Content (for example, add lyrical or vocal content to the Licensed Content and distribute it).

*A cue sheet is mandatory because this distribution is regulated by copyright organizations.

B. MASS MARKETING LICENSE (national coverage)

This license grants you the following rights:

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

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 authorize you to:

- Selling, exchanging, giving away or distributing 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 standalone elements;
- Redistribute the licensed Content within a website template;
- Redistribute the licensed Content as part of telephone or mobile phone ringtones;
- Create/produce/distribute new musical works based on the Licensed Content (for example, add lyrical or vocal content and distribute it).

*A cue sheet is mandatory because this distribution is regulated by copyright organizations.

C. FULL LICENSE (worldwide coverage)

This license grants you the following rights:

The rights to reproduce and adapt the Licensed Content into Distributed Works and to perform, display, communicate to the public or otherwise use the Licensed Content for commercial purposes and worldwide, as incorporated in the following Distributed Works:

Films released commercially and in theaters*
Games, 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 authorize you to:

*A cue sheet is mandatory because this distribution is regulated by copyright organizations.