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Terms & Conditions

THIS AGREEMENT is between you, the client: (the “Client”), and

ORION ENTERTAINMENT INC. (operating as Atlantic Music Store, Atlantic Music & Merch) (“AMS”) for the manufacturing, distribution and sale of ancillary merchandise (the “Products”) on the AMS web platform (the “Services”) subject to the following terms and conditions:

 

SERVICES & FEES

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Term

This Agreement shall commence immediately upon signing and continue pn a month to month basis, subject to the termination provisions set forth herein, upon the 1 month

anniversary of signing (the “Term”). The term shall Automatically renew for subsequent month in perpetuity unless terminated by either party.

 

Services

Throughout the Term, AMS shall provide the Services in a professional manner and

employ industry standard or better protection for the security, confidentiality and integrity of

the Client’s data disclosed to AMS through use of the Services (except as required to be

disclosed by law or as expressly permitted in writing by the Client).

 

Fees

Throughout the Term, the Client shall pay to AMS the program chosen, associated Recurring Monthly Fee plus applicable taxes (HST) per month in advance.  (free program - no charge, premium program - $5.99/month, or professional program $12.99 per month).  Fees shall commence immediately upon signing this Agreement (the “Fees”). Fees paid are non-refundable. Fees may be paid by major credit card, PayPal, direct bank transfer or such other method as AMS in its sole discretion may accept.  You will be invoice a recurring invoice and fees will be automatically processed on the credit card that you provide.

 

Client Royalties

The Client shall have a valid and existing PayPal account. The Client shall

receive a flat royalty rate based on the program they choose of net sales from the sale of the Products through the online store (www.atlanticmusicstore,com). The Royalties for the Products sold will be either quarterly or when an accrued payable due has been reached according to the program they have chosen (free program paid when royalties due reach $50.00, premium program ($5.99/m) when royalties due reach $50.00, or professional program paid out quarterly regardless of the amount) AMS shall provide records of product sales and Royalty accumulation to the Client via the AMS platform portal which shall be reasonably accessible to the Client at all times (subject to reasonably required maintenance or downtime).

 

 

LICENSES & INTELLECTUAL PROPERTY

License Grant by Client. Subject to the terms and conditions of this Agreement, the Client

hereby grants to AMS a limited, irrevocable, personal, worldwide, nonexclusive, non-

transferable and non-assignable (except to affiliates of AMS) license (the “License”) to, on and

through the Platform: manufacture, distribute, publicly display, and sell copies of, the Client’s

merchandise in all its forms which the Client has agreed to sell on the Platform; and

manufacture, distribute, publicly display and sell merchandise with the Client’s graphics and

trademarks affixed, which graphics and trademarks have been uploaded to the Platform by the

Client, through the Platform.

 

License Restrictions

Client reserves all right, title and interest to the Client’s content (including

without limitation all albums, music recordings, graphics and trademarks uploaded by the Client to the Platform (collectively the “Content”)) not expressly granted under the License. For

certainty, AMS is not granted any ownership right or interest in the Client’s Content and all

moral rights are retained by the Client. Any Product manufactured under this Agreement is the

property of AMS until it is delivered to the end consumer.

 

License to Client to use Platform

Subject to the terms and conditions of this Agreement, AMS

hereby grants the Client a limited, revocable, personal, worldwide, non-exclusive, non-

transferable and non-assignable license to access and use the Services in accordance with the

purpose of this Agreement. For greater certainty, AMS reserves all right, title and interest to and

in the Services not expressly granted hereunder. The Client is not granted any ownership right

or interest in the Platform or any of its components under this Agreement. The Client agrees to

be bound by the terms of any end user license agreement posted on the Platform by AMS from

time to time. The Client further grants AMS a worldwide, perpetual, irrevocable, royalty-free and fully paid up license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by the Client relating to the operation of the Services.

 

REPRESENTATIONS, WARRANTIES & INDEMNITIES

Client Representations and Warranties. The Client represents and warrants that the Client is the

owner of all Content licensed hereunder, or the recipient of a valid license thereto from the

Client’s licensors including mechanical licenses, and that the Client has and will maintain the full power and authority to grant the License and other rights granted to AMS under this

 

Agreement without the further consent of any third party. No Implied Warranties. Other than as

expressly set forth in this Agreement, AMS does not make any warranty of any kind, whether

express, implied, statutory or otherwise, and AMS specifically disclaims all implied warranties,

including any implied warranty of merchantability, fitness for a particular purpose or non-

infringement, to the maximum extent permitted by applicable law. AMS does not guarantee

that the Services will be error-free or will meet with Client’s requirements. AMS assumes no

responsibilities or obligations whatsoever, other than the responsibilities and obligations

expressly set forth in this Agreement.

 

Mutual Indemnification. Each party (the “Indemnifying Party”) shall indemnify, defend and hold

harmless the other party (the “Indemnified Party”), its affiliates and their respective officers,

directors, employees and representatives, from and against any and all costs, liabilities, claims,

suits, actions, damages, losses, injuries, restitution, fines, penalties, judgments and expenses,

and reasonable attorney’s fees (“Damages”) to the proportionate extent that such Damages

arise from or are related to a breach of a representation, warranty or covenant of this

Agreement, including any allegation of infringement and/or misappropriation of intellectual

property rights, or result from the negligent act or omission by the Indemnifying Party.

 

TERMINATION

Material Breach. Either party has the right to terminate this Agreement immediately by written

notice, if the other party: has committed a material breach of this Agreement, including without

limitation breach of its payment obligations, unless such breach is capable of remedy in which

case the right to terminate immediately will only be exercisable if the other party has failed to

remedy the breach within 30 days of being provided with a written notice to do so and such

default has continued for that 30 day period; is declared insolvent or bankrupt through a formal

insolvency or bankruptcy proceeding or a receiver, liquidator or like entity is appointed in

respect of all or any material part of its assets and undertaking; or ceases, or threatens to

cease, to carry on business.

 

Without Cause. This Agreement may be terminated by AMS upon thirty (30) days’ notice on a

without cause basis.

 

Effect of Termination. On termination of this Agreement, all use and access to the Platform by

the Client shall be discontinued and all Services shall be discontinued. The License shall also

 

terminate, provided AMS shall be permitted to sell any remaining Product which has already

been manufactured or for which the manufacturing process has been commenced and cannot

be cancelled without cost to AMS.

 

LIMITATIONS OF LIABILITY

NO LIABILITY. Except as expressly set out in this section, in no event will AMS be liable to the

Client or any third party for Damages, including without limitation incidental, indirect,

consequential, exemplary, punitive, or special damages, arising out of or relating to this

Agreement, the Services or a Product, or the termination of this Agreement, including without

limitation, any loss of income, business, profits or good will, even if AMS has been advised of,

or had reason to know of, the possibility of such damages. This limitation will apply

notwithstanding any failure of any limited remedy and regardless of any notification of potential

damages. The parties acknowledge that this provision reflects a negotiated allocation of risk.

This section does not apply to the indemnification obligations under this Agreement.

Limited Remedy in Limited Circumstances. Notwithstanding anything to the contrary in this

Agreement, the maximum total liability of AMS and AMS’ affiliates, officers, directors,

employees and representatives, arising out of, relating to or in connection with this Agreement

shall in no event exceed the amount of Fees paid by the Client to AMS, unless such liability

resulted from or arose in connection with any fraudulent or intentional misconduct by AMS or

AMS’s affiliates, officers, directors, employees or representatives.

 

MISCELLANEOUS

Interpretation. All references in this Agreement to the singular shall include the plural where

applicable and vice-versa. Any reference to currency within this Agreement shall refer to

Canadian Dollars (CAD).

 

Relationship of Parties. The relationship of the parties is at all times is that of independent

contracting parties. Nothing in this Agreement shall be construed as creating a relationship of

employment, joint venture, partnership or agency between the parties.

 

Notices. Any notice provided for under this Agreement will be in writing and will be sufficiently

given if delivered personally or by e-mail (read receipt requested and with sufficient proof of

sending retained by the sender) at their respective mailing addresses and email addresses set

out in below or at such other current address as either may specify from time to time in

accordance with this notice provision:

 

If to AMS:

PO Box 847, Mount Pearl, NL A1N 3C8

Attention: Robert Buck, robert@atlanticmusic.ca

Entire Agreement. Both parties agree that this Agreement, including any Schedules hereto,

forms the complete and exclusive statement of their mutual understanding and supersedes

and cancels all previous written and oral agreements and communications relating to the

subject-matter of this Agreement. Any waivers or amendments will be effective only if made in

writing and signed by the parties.

Assignments. AMS may assign this Agreement and the rights granted under the License to its

affiliates without the prior consent of the Client. The Client may not assign this Agreement or any of its rights or obligations hereunder to another party without the prior written consent of AMS.

 

Governing Law.

This Agreement will be governed by the laws of the Province of Newfoundland and Labrador

and the applicable federal laws of Canada.

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