Terms and conditions of website use and license agreement

Terms and conditions of website use

THE FOLLOWING TERMS AND CONDITIONS APPLY TO ALL USERS (the « Users ») of the website https://sync.ray-on.ca (the « Site ») and to the services offered through the Site, including namely music licensing services (the « Services »). The Site and the Services are operated exclusively by Gestion Denis Wolff Inc. under the company name Ray-On (« Ray-On »).

Agreement: Users agree to use the Site and Services in accordance with the present Terms of Use. These Terms of Use do not grant the User any ownership or other rights to the music. For any specific usage of music available on the Site , the User must obtain and pay for a music license (the "License"). All Users may use the Site and the Services for music research purposes and for listening to all available music. All Users are required to open an account to obtain appropriate Licenses. Users agree to use the music strictly in accordance with these Licenses.

Images on the SITE, and ANY OTHER CONTENT cannot be used by User and are protected by Copyright. and are the property of their respective owners

SIte reserves the right, without any prior notice, to change, modify or suspend any Services

Site ownership: The Site and the company names Ray-On, belong exclusively to Gestion Denis Wolff Inc.

The Company owns, controls, licenses and the right to use and provide the Site and all material on the Site, including without limitation software, technology, text, images, articles, photographs, illustrations, audio and video clips, (collectively the “Content”). The Site is protected by copyright as a collective work and/or compilation, pursuant to Canadian copyright laws, international conventions, and other copyright laws. The Company, and/or its third party providers, are the owners of the copyright in the entire Site. The Company owns a copyright in the selection, coordination, arrangement and enhancement of the Site. You agree to abide by any and all copyright notices, information or restrictions displayed on the Site.

Use of Services: Ray-On may, at its discretion, limit Services offered, refuse to open an account, close an account and/or refuse to provide to any User the Services or any User Licenses.

User Information: Ray-On requires USER to provide information and coordinates in order to offer Services, The User guarantees to provide true information and will inform Ray-On of any changes to such information. Ray-On, its employees, agents and affiliates, may store and use User information provided, for the administration of the Services and the issuing of Licenses.

Privacy: With User’s prior consent Ray-On may use personal information provided by Users to notify Users about opportunities, deliver newsletters and otherwise communicate with Users about the Site and its products and Services. Ray-On will not share any personal information of Users with any unaffiliated third parties,

Prices & Licensing Negotiations: Licenses, rights therein, and prices vary according to the selected music and intended uses. Purchases are final and no refunds will be made.

Licensing: The rights granted by the Licenses are limited. All other rights are reserved. Unless otherwise specified in the License, all rights are granted to the User only and such rights cannot be assigned or transferred to any third party.

Violations: Any violation of the rights to any music or any License shall be subject to penalties under these conditions, the License, and the law, including but not limited statutory damages under the Canadian Copyright Act. The User will be responsible for any such violation, whether the violation is intentional or not, made by the User or a third party with knowledge of the user. In addition, Ray-On and beneficiaries concerned reserve all their rights and remedies, including to end such violations, obtain compensation for their injuries, and prevent any further violation.

Modifications:

Site and Services - Ray-On reserves the right to modify all or part of the Site and Services at any time and in its sole discretion. Ray-On may temporarily or permanently remove all or part of the Services. Ray-On rights to music may change; music may no longer be available and Ray-On may, at its sole discretion remove music from the site.

Terms of Use - Ray-On may modify the conditions of use at any time and at its sole discretion. The new terms will come into effect immediately upon posting on the Site.

Prohibitions and Acceptable Use Policy

As a condition of your use of this Site and the Services, you warrant to the Company that you:

· Will only use this Site and Services for lawful purposes in accordance with these Terms;

· Agree and consent to our Privacy Policy;

· Agree not to infringe the proprietary rights, intellectual property rights, rights of publicity or privacy rights of the Company or third parties in connection with your use of the Site;

· Agree to provide us with accurate information, and to update such information in the event that it becomes outdated or inaccurate, as necessary for provision of the Services to Members through our Site, and to take responsibility for the information you provide;

· Will be responsible for creating and maintaining the confidentiality of your user name and password, and for all activity occurring under your password and Member Account;

· Will not intentionally or unintentionally violate any applicable local, state, national or international law, including but not limited to any regulations having the force of law, while using or accessing the Site or the Services;

· Will not harvest, gather or otherwise collect contact information of other users of the Site or Services, for any purpose including, without limitation, transmitting any unsolicited advertising, junk mail, spam, or chain letters;

· Will refrain from using unlawful, tortuous, profane, vulgar, harassing, abusive, threatening, inflammatory, libelous, defamatory, fraudulent or similarly harmful or discourteous language in any e-mail or form entry created through this Site;

· Will not access or attempt to access unauthorized areas of the Site, tamper with other users’ postings, or unreasonably load or burden the Site’s servers.

Members who violate these Terms, at the Company’s sole discretion, may have their Member Account suspended or terminated, and may be prohibited from receiving Services thereafter.

It is strictly forbidden by act or omission, in any way whatsoever, for a User or a third party to:

· Copy, distribute use or publish, or extract the contents of the Site;

· Use the Site or Services for unauthorized, illegal or criminal use;

· To place an order under another person's name so as to deceive others or Ray-On;

· Modify, copy, divert or bypass the code of the Site and/or protection mechanisms;

· To prevent or limit access to the Site and the Services by any other user;

· To expose the Site to any viruses or other harmful programs;

· To obtain, modify or illegally copy information from third parties;

· To act in any other manner contrary to the requirements of good faith or against any other obligation under any applicable law.

· To modify, create derivative works from, participate in the transfer or sale of, post on the World Wide Web, mirror, or in any way exploit the Site or any portion thereof for any public or commercial use, other than as expressly provided by these Terms, without the express written permission of the Company.

No other permission is granted to you to print, copy, reproduce, distribute, transmit, upload, download, store, display in public, alter, or modify the content contained on this Site. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. You are responsible for complying with all applicable laws, rules and regulations regarding your use of any such downloaded Content. In the event of any permitted copying, redistribution or publication of material from the Site, no changes in or deletion of author attribution, trademark, legend or copyright notice shall be made. You may obtain more information on the copyrights, trademarks, and service marks of the Company and its affiliates and Content owners by viewing the copyright and trademark notices posted on the Site.

TRANSLATE:

You may not modify, create derivative works from, participate in the transfer or sale of, post on the World Wide Web, mirror, or in any way exploit the Site or any portion thereof for any public or commercial use, other than as expressly provided by these Terms, without the express written permission of the Company. No other permission is granted to you to print, copy, reproduce, distribute, transmit, upload, download, store, display in public, alter, or modify the content contained on this Site. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. You are responsible for complying with all applicable laws, rules and regulations regarding your use of any such downloaded Content.

General

Notification - In addition to any other means permitted by law, Ray-On may send valid notices via email to the last email address declared by the User.

Titles – Titles are employed for ease of reading and do not limit in any way the provisions contained in these terms of use.

Obligations - Obligations of Ray-On to the User are obligations of means, subject to stipulations of the law or the License. Check my translation on this.

Legislation - The terms of use of the Site and Services and any obligations or rights of a party or a third party in connection with the Site, Services, Licenses and/or the relationship between Ray-On and User are subject to the laws and regulations in force in Quebec, Canada.

Choice Of Forum - Any dispute or difference in connection with the Site, these Terms of Use, the Services, Licenses or business relationship between Ray-On and the User, including in particular its validity, execution, interpretation or termination, must be submitted to the competent court of the judicial district of Montreal (Quebec, Canada), and must not be submitted to any other court of competent jurisdiction.

DISCLAIMER OF WARRANTIES: Information provided on site is on an as is available basis Ray-On does not warrant that use will be uninterrupted, free of viruses and is not responsible for deletion, failure to store or untimely delivery of material.

INDEMNIFICATION: You shall indemnify, defend and hold harmless the Company, and all its officers, directors, owners, agents, employees, content providers, partners, affiliates, licensors and licensees (collectively, the “Indemnified Parties”) from and against any and all losses, damages, liabilities, and claims and all fees, costs, expenses, of any kind related thereto (including, without limitation, reasonable attorneys’ fees) incurred by the Indemnified Parties in connection with any claim arising out of, based upon or resulting from your use of the Site or receipt or use of the Services.

Terms of use of the license agreement

“Ray-On" warrants that it controls the master recording(s) and the publishing of the musical work(s) represented in the website, and has the right to enter into agreements on behalf of itself and of composer(s), lyricist(s), publisher(s) and master owner(s) of the musical works.

The rights granted herein to PRODUCER are limited to the rights to reproduce, perform, communicate to the public and otherwise use and exploit musical works, in whole or in part, only in synchronization with images from the PRODUCTION declared by the PRODUCER at the time of purchase. PRODUCER cannot use musical works, in whole or in part, in an audiovisual production other than the PRODUCTION, without a specific license granted for such other audiovisual production.

Musical works, in whole or in part, are licensed only for the type and maximum allowable duration for the PRODUCTION declared according the criteria selected by the PRODUCER at the time of purchase (type of production – film, TV, video games, etc. – duration, territories, type of use – theme, background, etc.)

Ray-On reserves all rights and uses in and to master recording(s) and in and to publishing of the musical compositions incorporated in the musical works, except for the limited use expressly licensed to the PRODUCER.

PRODUCER may not claim or register in his name, or in any other name, any copyright pertaining to the composition(s) or the sound recording(s) of musical works. Music publisher(s), composer(s) and lyricists of musical compositions of musical works shall remain entitled to receive all worldwide public performance monies payable in relation with the use of the musical works in the PRODUCTION.

Cue Sheet Obligations: PRODUCER shall deliver to Ray-On and to the appropriate performance rights societies (SOCAN, BMI, ASCAP, SACEM etc…) a musical content cue sheet with regard to the use of musical works in the PRODUCTION promptly after the later of: (i) complete execution of the agreement after the purchase or (ii) within sixty (60) days of the initial commercial broadcast.

Note: cue sheets are required when there is public broadcast of PRODUCTION whether film, television or web projects. Corporate films, corporate web sites, student projects do not require a cue sheet.

Type of use definition

"Background” or “Incidental” Music: music used as an accompaniment to the scene portrayed, but not represented as being audible to one or more of the characters therein.

“Feature” Music: music which is performed by, or represented as being audible to and directly related to the specific actions of, one or more of the characters in the scene portrayed.

“Theme” Music: music which identifies, at the beginning or end, a program, film, series, video game or other.

“Trailer” or “Out of context use”: music which is used to advertise or promote the PRODUCTION in advance or as a preview.

“Duration” shall mean the total time of usage of the given music track in PRODUCTION.

This information is to be provided by PRODUCER

Closing Credits Obligations: Industry standard credit shall be provided and appropriately displayed for use in any public broadcast or for other uses of PRODUCTION by PRODUCER, where applicable.

LICENSE does not grant PRODUCER the right to include, in whole or in part, the musical works in soundtrack albums of PRODUCTION. Any such exploitation requires a written permission from Ray-On to be negotiated separately.

As stated in general Terms and Conditions of web site use, PRODUCER may not use or reproduce the MUSICAL WORKS for any production or any project or use that includes pornographic content or hate propaganda or gratuitous violence as defined under current Canadian or US laws or for any illegal purposes, illegal schemes or scams.