Licensing Agreement

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Licensing conditions

1.1 “Licensed Material” means any still image, film or video footage, visual representation generated optically, electronically, digitally or by any other means

1.2 “Licensee” means the person or entity set forth in the applicable Invoice as the “licensee” and receiving the rights to the Licensed Materials as specified hereunder.

1.4 “Licensor” means the person or entity set forth on the Invoice as the “licensor” and granting the rights to the Licensed Materials as specified hereunder.

1.5 “Reproduction” and “Reproduce” mean any form of duplication, copying or publication of any or all of the Licensed Material, via any medium and by whatever means, and/or the distortion or manipulation of the whole or any part of the Licensed Material and the creation of any derivative work from the Licensed Material.

2. Grant of Rights & Restrictions.

2.1 Subject to the terms and conditions contained herein, Licensor grants to Licensee a non-exclusive, non-assignable and non-sub licensable right to Reproduce the Licensed Material identified in the Invoice.

2.2 Use of the Licensed Material is strictly limited to the use, medium, period of time, print run, placement, size of image, territory and any other restrictions specified in the Invoice.

2.3 Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited.

2.4 Licensed Material shall not be incorporated into a logo, trademark or service mark.

2.5 Licensed Material shall not be used contrary to any restriction on use that is notified to Licensee prior to or at the time the Licensed Material is delivered to Licensee.

3. Copyright. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, Licensor grants Licensee no right or license, express or implied, to the Licensed Material.

4. Electronic Storage. For all Licensed Material that Licensee takes delivery of in electronic form, Licensee must retain the copyright symbol, the name of Licensor and the image number or other identification number associated with the Licensed Material as may be included as part of the electronic file.

5. Interest. If Licensee fails to pay Licensor invoice in full within the time specified in the invoice, Licensor may add a service charge of one percent (1%) per month, or such lesser amount as is allowed by law, on any unpaid balance until payment is received. Licensor also reserves the right, in its sole discretion, to revoke the license if payment is not made in full on time.

6. Credit Lines for Editorial Use. If any Licensed Material is Reproduced in an editorial manner, Licensor’s name must appear adjacent to the Licensed Material in the credit line accompanying the Licensed Material.

Miscellaneous Terms.

7.1Unauthorized Use. Any use of Licensed Material in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling Licensor to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party.

7.2 Governing Law. This Agreement will be governed in all respects by the laws of Canada.

7.3 Waiver. No action of Licensor, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of Licensor in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by Licensor of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion.