Subscription Agreement

This subscription license agreement (the "Agreement") is issued by Soundscape Media Inc. ("Soundscape") to you ("you" or the "Licensee") and is effective when you click "I Agree" or a similar acceptance button (the "Effective Date"). Paid licensing rights are conditional upon Soundscape receiving the applicable Subscription Fees. By clicking "I Agree" or an equivalent acceptance button, you acknowledge that you have read, understood, and agree to be bound by all terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, you are not permitted to access any of the Content. For the representations, warranties, covenants and agreements herein made, together with other good and valuable consideration the receipt and sufficiency of which is acknowledged by the parties, they agree as further set out herein below.

1. Definitions

In this Agreement:

(a) “Compositions” means the musical composition, in whole or in part, the performance of which are embodied in the Downloaded Content, as defined in this Agreement;

(b) “Content” means any and/or all of the Compositions, Images, Downloaded Content and Videos, individually and collectively, as such terms are defined in this Agreement;

(c) "Images" means visual-only (as compared to audio-visual) works made available by Soundscape to Licensee via the Site;

(d) “Downloaded Content” means the audio-only musical master recordings made available by Soundscape to Licensee via the Site;

(e) "Site" means: https://www.Soundscape.io, or any successor website or platform designated by Soundscape or its assignee;

(f) “Subscription” means the subscription plan selected and purchased by Licensee through the Site, comprising the plan tier, Subscription Fees and Subscription Period purchased, together with the permitted uses, limits and conditions applicable to that plan as set out in this Agreement and in the Project License Schedule(s) issued to Licensee, in each case as recorded at the time of purchase or issuance. Any description of a plan on the Site’s pricing page (https://Soundscape.io/pricing) is a summary provided for convenience only and does not grant, expand or vary the rights granted under this Agreement;

(g) "Subscription Fees" means the fees payable by Licensee for their Subscription, exclusive of applicable sales, use, value-added and similar taxes, which Licensee will pay in addition where charged;

(h) "Subscription Period" means the length of time during which Licensee's Subscription is valid;

(i) "Term" means the period commencing as of the Effective Date and ending upon the expiration of the Licensee's final Subscription or the earlier date of termination of this Agreement as permitted herein below;

(j) "Territory" means the World;

(k) “Video(s)” means the audio-visual production(s) made available by Soundscape to Licensee via the Site;

(l) "AI Generated Content" means (i) audio and other creative works (other than Images and Videos) generated wholly or in part by artificial intelligence systems, machine learning algorithms, or automated content creation tools, and made available through the Site; and (ii) in all cases and for all purposes under this Agreement, all Images and all Videos, regardless of how they were created. All AI Generated Content is provided as bonus material and is in no case Standard Content; and,

(m) "Standard Content" means Content that is not AI Generated Content.

(n) "Online Media" means video or audio made available over the internet, including, without limitation, websites, social media and video-sharing platforms, podcasts, livestreams, membership, paywalled and online-course platforms, crowdfunding pages and email. Platforms on which Licensee publishes its own content (such as YouTube, Patreon or Vimeo) are Online Media even where access is paywalled. Online Media excludes Enterprise Media;

(o) "Paid Online Ads" means paid placement of Online Media on social media, search, websites, video-sharing platforms, and audio-streaming or podcast platforms. Paid Online Ads exclude advertising in or on Enterprise Media;

(p) "Own Channels" means channels, accounts, websites and podcasts owned or controlled by Licensee, including those operated through Licensee’s personal creator company;

(q) "Internal & Private Use" means use shown only to Licensee’s employees and contractors, including, without limitation, internal communications, training and staff events; private presentations to prospective clients, partners or investors; and private screenings of a client production for that client and its invited guests;

(r) "Enterprise Media" means any of the following, whether programs, films or advertisements: (i) television, radio and cinema; (ii) streaming services that acquire or commission films, series or programs (for example, Netflix, Prime Video, Crave or Tubi), and rental or purchase stores; (iii) out-of-home and in-store screens; (iv) festivals and public screenings; (v) public events, conferences, trade shows and venues, including background music and on-hold use; and (vi) games, apps, software and devices; and,

(s) "Production" means a single project or production and, in relation to a Project License Schedule, the project or production identified by title in that Schedule.

2.0 Licensed Content

(a) Subject at all times to Licensee’s strict compliance with all of the terms and conditions of this Agreement, including without limitation, payment of any and all Subscription Fees payable in respect of Licensee's Subscription, Soundscape hereby grants to Licensee the non-exclusive, non-transferable, limited right and license to use the Site in accordance with this Agreement to select Content (the “Selected Content”) for download from the Site during the Term (the "Downloaded Content") and to use such Downloaded Content, throughout the Territory and during the Term, only in the specific media and manner and otherwise in accordance with the terms and conditions (the “Terms of Use”) of the given Subscription entered into by Licensee (the "Licensed Content"). For greater certainty, the license to use granted under this Section 2.0(a) extends to all Content downloaded by Licensee — including any Images and Videos — in accordance with the applicable Subscription; provided that all Images and Videos, and any other AI Generated Content, remain subject at all times to the disclaimers and limitations set forth in Section 2.2. For Standard Content, Soundscape provides the rights and warranties set forth in this Agreement. For AI Generated Content, Licensee acknowledges and agrees that such content is provided on a "use at own risk" basis with no warranties or representations as set forth in Section 2.2 below or otherwise. For greater clarity, the Licensee may acquire an unlimited amount of Downloaded Content during the Term of this Agreement, subject to any download limits of the applicable Subscription, provided that any and all such content must be utilized by Licensee during the Term (i.e., and thereby become Licensed Content) and not after the Term, provided further, that any and all Licensed Content may remain on or in the media in which it was originally included by Licensee during the Term at any and all times after the Term. By way of example only, Licensee will not be obligated to remove Licensed Content from Licensee's websites or social media posts into which the Licensed Content was embedded during the Term, but may not first synchronize Content into a new Production or reuse Content in a different Production after the Term without a new valid license. Distribution and customary exploitation of a Production properly licensed during the Term may continue within the originally authorized scope. Notwithstanding the foregoing, Licensee’s rights under any Project License Schedule (defined in Section 2.1 below) generated prior to the end of the Term shall continue for the duration and scope specified in such Schedule, subject to Section 3 (Revoked Content) and Section 9(b) (Survival).

(b) Any audio Content obtained without a valid Project License Schedule may be used only for private evaluation and must be deleted within sixty (60) days unless a valid Project License Schedule is subsequently issued. Such access does not permit synchronization, publication, distribution or other production use. Licensee is expressly prohibited from reusing Downloaded Content across multiple projects or productions. Each project or production requires a separate download and Project License Schedule generation, even if Licensee previously downloaded the same Content for a different project. Content is frequently added and removed from the Site. Once content is removed from the Site, that content is no longer permitted for use in any new projects after the date of the removal from the Site. Therefore, Licensee must utilize Downloaded Content for current projects only and must not store Downloaded Content for future use; a Project License Schedule will be automatically generated only after Licensee completes the mandatory project naming workflow as described in Section 2.1 below.

(c) Accessing the Site via automated means is expressly forbidden, except where stated otherwise explicitly or implicitly (APIs, RSS feeds, etc.). Using bots, crawlers, scripts or other automated means to access and manipulate the content of this Site, including streaming, downloading and posting comments, is expressly forbidden.

(d) Licensee shall not use any downloaded Content to train an artificial intelligence or machine-learning model. This restriction is set out in full in Section 2.5(e).

2.1 Project License Schedules

(a) Before downloading any audio Content for production use, Licensee must complete the Site's mandatory Project License Schedule workflow, which may include, without limitation: (i) Licensee’s selection of Content to be added to their session shopping cart; (ii) proceed to download interface; (iii) provide a specific project or production title relating the selected Content through the Site's project naming interface; and (iv) confirmation of project details through the Site's acceptance mechanism. Only upon completion of the Site’s designated workflow will Soundscape's systems generate the applicable Project License Schedule and permit Content download. If the Site permits downloading of any audio Content without completion of the Project License Schedule workflow, such access or delivery does not authorize synchronization, publication, distribution or other Production use until a valid Project License Schedule has been issued; all other terms and conditions of this Agreement shall apply to such Content. For greater certainty, this Section 2.1 applies only to audio Content. Images and Videos are not licensed under any Project License Schedule and are downloaded directly from the Site, as provided in Section 2.2.

(b) Soundscape’s systems will generate a “Project License Schedule” that specifies the following or similar information:

(i) the selected Content with an identification of whether such Content is Standard Content or AI Generated Content;

(ii) the identified Production; and,

(iii) the scope of permitted use(s) for such Content within that Production, which, for clarity, will be subject to any and all limitations applicable to AI Generated Content as provided in this Agreement.

(c) Each Project License Schedule is hereby incorporated into and made a part of this Agreement upon generation without the need for further execution by either party, regardless of whether such Project License Schedule does bear a space for signature(s) of the parties. Soundscape may elect at its own discretion to require for its own convenience and added certainty, the signature of Licensee on any or all Project License Schedules. The Site's download interface may include additional mandatory project fields and notices regarding proper Content licensing procedures. Licensee agrees to comply with all applicable interface requirements and notices, implemented by Soundscape from time to time.

(d) Licensee acknowledges and agrees that its rights to use any audio Content are limited to the uses and Productions expressly described in the applicable Project License Schedule(s). Each Project License Schedule grants rights solely for the specific project identified therein and Licensee may not reuse audio Content licensed for one project in any other project, such that any reuse of such Content on any other project(s) will be copyright infringement and strictly prohibited. This Section 2.1(d) does not apply to Images or Videos, the use of which is governed by Section 2.2.

(e) In the event of any conflict between this Agreement and the terms of a Project License Schedule, the Project License Schedule will govern solely with respect to the applicable Content and Production, provided that no automatically generated Schedule may expand the rights included in the Licensee's subscription tier as recorded when the Schedule was issued unless Soundscape expressly approves the additional rights in writing, and this Agreement shall otherwise remain in full force and effect.

(f) For added certainty, Licensee acknowledges that specific rights of use in any audio Content are conferred only when Licensee generates a Project License Schedule through the Site, and each such Schedule automatically forms part of this Agreement. Images and Videos are the sole exception: they do not require a Project License Schedule, and rights of use in them are conferred under Sections 2.0(a) and 2.2. The rights granted in any Project License Schedule shall survive any expiration or termination of the Subscription or this Agreement, to the extent and for the period expressly specified in such Schedule, but subject at all times to Section 3 (Revoked Content). If Licensee reverses or charges back a payment of Subscription Fees, every Project License Schedule issued for the period that payment covered is void.

2.2 AI Generated Content (Bonus Material).

(a) AI Generated Content — including all AI-generated audio, and all Images and Videos — is offered free of charge as experimental bonus material, in addition to Soundscape's Standard Content catalog. Images and Videos are made available for direct download from the Site, without a Project License Schedule or project naming workflow. Subject to the applicable Subscription and at all times to this Section 2.2, Licensee may use and publish Images and Videos in Licensee's own productions; Licensee may not sublicense them, or reproduce or distribute them on a standalone basis separate from such productions.

(b) Because it is provided at no charge and on an experimental basis, AI Generated Content is provided "as is" and "as available," without warranty or representation of any kind, and Licensee's use of it is entirely at Licensee's own risk. Soundscape does not warrant ownership, copyright, non-infringement, fitness, quality, or continued availability, and such content may not be eligible for copyright protection.

(c) Licensee is solely responsible for clearing any third-party rights (trademarks, logos, likenesses, and the like), for compliance with applicable law, and for determining whether the content suits its intended use. Soundscape provides no indemnification, defense, replacement, or platform-claim assistance for AI Generated Content.

(d) These disclaimers and limitations survive termination or expiration of this Agreement with respect to AI Generated Content used before then.

2.3 Content Classification and Identification

(a) Platform Identification: Soundscape will use commercially reasonable efforts to ensure that all Content available through the Site will be clearly marked and identified as "AI Generated Content", as applicable, through its use of labeling, tagging, or other identification methods on the Site interface.

(b) Project License Schedule Identification: Each Project License Schedule will specify whether each item of Content is Standard Content or AI Generated Content. Notwithstanding Section 2.1(e), no Project License Schedule shall reduce, waive, or override the disclaimers and limitations applicable to AI Generated Content under this Agreement, all of which continue to apply.

(c) User Acknowledgment: Before downloading or using any AI Generated Content, Licensee must acknowledge and agree to the terms and limitations consistent with those set forth in Section 2.2. Licensee's acceptance of this Agreement constitutes such acknowledgment.

2.4 Standard Content

To Soundscape's actual knowledge, Standard Content made available through the Site does not infringe the copyright of any third party. If any item of Standard Content is found to infringe, Soundscape will provide replacement content at no additional charge, which is Licensee's sole remedy. This Section does not apply to AI Generated Content (which, for all purposes under this Agreement, includes all Images and all Videos), which is addressed in Sections 2.2 and 2.3.

2.5 Prohibited Uses

Regardless of Licensee’s Subscription or the terms of any Project License Schedule, Licensee shall not:

(a) release or distribute the Content as standalone music, including on streaming services or radio, or in music-only or static-image videos, lyric videos, playlists or "music channels";

(b) resell, sublicense, share or otherwise provide the audio files to any third party, or include them in sample packs, music libraries or templates for resale; delivering a finished production to a client, where permitted by Licensee’s Subscription, is not prohibited by this paragraph;

(d) register the Content, or any production in which the Content is the main element, with Content ID or any other fingerprinting or rights-management system, or claim ownership of the Content;

(e) use the Content, recordings or metadata to train, fine-tune or test any artificial intelligence or machine-learning model, to build datasets, or to clone voices or styles; such use is available only under a separate machine learning license from Soundscape;

(f) use the Content as a trademark, sonic logo or other exclusive brand identifier;

(g) use the Content in content that is unlawful, defamatory, hateful or obscene, or that infringes the rights of any third party;

(h) use the Content in political or advocacy campaigns, except with Soundscape’s prior written approval under an Enterprise agreement; or

(i) first synchronize the Content into any new Production after the Subscription ends. Productions published during the Subscription remain licensed in accordance with this Agreement.

2.6 Free Subscriptions

(a) A free Subscription is provided at no charge for personal, non-commercial use only, within the limits and permitted uses stated in the applicable Project License Schedule. Content made available under a free Subscription is limited to AI Generated Content and to Standard Content that Soundscape identifies on the Site as registered with Content ID. Licensee acknowledges that such identification is based on information available to Soundscape, is subject to Section 4, and is not a representation that any particular item of Content is, or is not, registered with Content ID.

(b) Content made available under a free Subscription is provided "as is" and "as available," without warranty or representation of any kind. Section 2.4 does not apply to a free Subscription, and Soundscape has no obligation to provide replacement content under Section 3 or Section 4 in respect of a free Subscription.

(c) Content ID. Licensee acknowledges that Content made available under a free Subscription may be registered with YouTube Content ID and similar content-identification systems by Soundscape, by the rights holders it represents, or by third parties with whom a rights holder is affiliated, including other libraries, publishers and distributors, and that any of them may claim and monetize uses of that Content, including Licensee’s own uses under a free Subscription. Such claims do not revoke or limit the license granted under this Agreement. Soundscape provides no platform-claim assistance under a free Subscription, is under no obligation to release such claims, and Licensee shall not dispute them. Because a free Subscription does not permit monetization, such claims do not deprive Licensee of revenue Licensee is entitled to receive.

(d) Any use of Content outside the scope permitted for a free Subscription — including any commercial, business or client use, monetization, sponsored content, Paid Online Ads or Enterprise Media — is unlicensed and constitutes infringement, and Licensee is solely responsible and liable for it, including under Section 7(e).

3. Revoked Content

Without limiting any other provisions in this Agreement, Soundscape may discontinue licensing any item of Content at any time in its sole discretion. Upon the earlier of notice from Soundscape, or Licensee’s knowledge, that any Content is subject to a credible third-party infringement claim that Soundscape reasonably determines requires suspension or removal, Soundscape may require Licensee to immediately, and at Licensee’s own expense, cease using the Content, delete or destroy any copies, and ensure that any clients, and/or distributors do likewise. For Standard Content, Soundscape will provide replacement content free of additional charge, but remaining at all times subject to the other terms of the applicable Subscription and Project License Schedule, and all other terms of this Agreement. Licensee acknowledges and agrees that all AI Generated Content is provided as so-called “bonus material” without warranties and that Soundscape may discontinue availability at any time without notice.

For greater certainty, Soundscape's discontinuation or removal of any Content under this Section operates prospectively only — it prevents further downloads and the generation of new Project License Schedules for such Content — and does not require Licensee to cease use of, or remove, any Content already licensed under a Project License Schedule, except where such Content is subject to a claim of infringement as described above, in which case the cease-use and deletion obligations of this Section apply.

4. Platform Claims

In addition, if any content licensed under this Agreement is subject to a UGC platform claim (including, but not limited to a YouTube Content ID claim), Licensee shall be responsible for disputing the claim directly with the UGC platform (including, but not limited to YouTube) by providing the required information in order to release the claim, which may include, without limitation, a copy of this Agreement. If a UGC platform claim against a use licensed under a valid Project License Schedule cannot be released, Soundscape will provide replacement content to Licensee free of additional charge, but remaining at all times subject to the applicable Subscription and all other terms of this Agreement. Licensee acknowledges and agrees that AI Generated Content is provided on a "use at own risk" basis, such that if AI Generated Content becomes subject to any platform claim(s), Soundscape has no obligation whatsoever to render assistance or replacement content in relation to such claims.

Soundscape may display on the Site an indication of whether an item of Content is registered, or has been reported to Soundscape as registered, in YouTube Content ID or any similar UGC platform identification system. Licensee acknowledges and agrees that any such indication (including any search filter based on it) reflects information available to Soundscape at the time and in good faith, is provided for convenience only, and is not a representation or warranty as to the current or future registration status of any Content. Registration status may change at any time, including without notice to Soundscape, and Content indicated as unregistered may subsequently be registered by a composer, rights holder, or third party. Any platform claim arising from such a change shall be handled in accordance with this Section 4, which sets out Licensee's sole remedy in respect of platform claims.

5. Termination

(a) Soundscape may terminate any Subscription and/or the Term at any time, for any reason whatsoever or no reason at all, effective immediately, provided that Soundscape will refund a prorated portion of any prepaid Subscription Fees, except in the event of an alleged breach of this Agreement by Licensee, in which case, Soundscape will be entitled to retain any and all such prepaid amounts until the ultimate resolution of such breach claim(s) and further, Soundscape reserves all rights and remedies, including equitable remedies such as injunctive relief. For greater certainty, any termination, suspension, or revocation by Soundscape shall not affect Licensee’s continuing rights under any Project License Schedule generated prior to the effective date of termination, which rights shall survive in accordance with the applicable Project License Schedule terms, Section 9(b) and Section 3 (Revoked Content).

(b) The Licensee may cancel its Subscription on the Site at any time before the expiration of the then-current Subscription Period. Such cancellation will be effective as of the expiration date of the then-current Subscription Period. No refunds shall be provided in the event of a cancellation/termination by Licensee. All rights granted pursuant to this Agreement terminate immediately upon termination of the Subscription by Licensee subject to only those rights that survive termination /expiration of the Term in accordance with the applicable Project License Schedule terms, Section 9(b) and Section 3 (Revoked Content).

6. Subscription Renewals

Subscriptions shall automatically, immediately and continuously renew for the same Subscription Period originally purchased, at Soundscape’s then-current Subscription Fees for that plan, unless cancelled by Licensee from within the Site’s client login area prior to the expiration of the then-current Subscription Period. Subscription cancellations will terminate automatic renewals.

7. Waivers & Limitation Of Liability

(a) Licensee’s use of the Site is at its sole risk. The Site is provided on an "as is" and "as available" basis. The Site is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. Soundscape does not warrant that (i) the Site will function uninterrupted, secure or available at any particular time or location, (ii) any errors or defects will be corrected, (iii) the Site is free of viruses or other harmful components, or (iv) the results of using the Site will meet your requirements.

(b) The Site may contain links to third-party sites that are not owned or controlled by Soundscape. Soundscape has no control over, and assumes no responsibility or liability for, the content, privacy policies, or practices of any third party sites or services. You hereby agree that you will read the terms and conditions and privacy policy of any third-party site that you visit.

(c) Although users upload Content to the Site and represent and warrant to Soundscape that they have all the rights therein and that the Content does not infringe any third party rights, Soundscape cannot reasonably monitor all Content uploaded, and thus, except for the limited warranty expressly set forth in Section 2.4, we do not make any representations or guarantees for the rights granted hereunder to you. In the case of the depiction of identifiable people, logos, trademark or copyrightable work depicted in the Content, you may need the permission or consent from third parties. You hereby acknowledge and agree that, depending on your intended use of the Content, you may need to seek and secure the permission, consent or license from a third party (e.g. owner of a brand or trademark, identifiable person or author/rights holder of copyrightable work depicted in the Content) and furthermore, that you are solely responsible for seeking, securing and paying for any such applicable permission, consent or license.

(d) Soundscape’s total liability to Licensee arising out of or relating to this Agreement, the Site or any Standard Content shall, in all circumstances, be limited to direct damages only and shall not, in the aggregate, exceed the Subscription Fees actually received by Soundscape from Licensee under this Agreement. For AI Generated Content, Soundscape disclaims any and all liability whatsoever; in all circumstances, Licensee assumes any and all liability in relation to the use of AI Generated Content. In no event will Soundscape, or its directors, employees, partners, agents, suppliers, or affiliates, be liable, whether in contract, tort, equity or any other legal theory (including fundamental breach and failure of essential purpose) for any indirect, consequential, incidental or punitive damages, including without limitation lost revenue, lost profit, or loss of anticipated savings however caused, arising out of or related to this Agreement, even if Soundscape has been advised of the possibility of such damages.

(e) You agree to defend, indemnify and hold Soundscape harmless from any claims, losses, liability costs and expenses, including but not limited to legal fees, arising from your breach of this Agreement, unauthorized use, redistribution or sublicensing of Content, infringement of third-party rights, or prohibited AI training, except to the extent caused solely by Soundscape's own breach.

(f) AI Generated Content is subject to the disclaimers and limitations set forth in Section 2.2, which survive any termination or expiration of this Agreement with respect to AI Generated Content used by Licensee prior to such termination or expiration.

8. Amendment

Soundscape reserves the right, at its sole discretion, to modify or replace the terms of this Agreement and/or any or all Subscriptions, in whole or in part, at any time and from time to time. For any modification that does not materially and adversely affect Licensee's rights, Soundscape may post the updated terms on the Site, and Licensee's continued use of the Site following such posting constitutes acceptance. For any modification that materially and adversely affects Licensee's rights, Soundscape will provide notice to Licensee by email to the address associated with Licensee's account at least thirty (30) days prior to the effective date of the change. If Licensee does not agree to such modification, Licensee may cancel its Subscription before the effective date in accordance with Section 5(b); Licensee's continued use of the Site or access to any Content on or after the effective date constitutes acceptance of the modified terms. Modifications required by applicable law or necessary to address a security risk may take effect on such shorter notice as is reasonable in the circumstances. For greater certainty, you expressly acknowledge and agree that individualized Project License Schedules shall not be deemed unilateral amendments by Soundscape, but rather binding supplemental license terms specific to the Content and Production identified therein, automatically incorporated into this Agreement upon generation.

9. General Provisions

(a) Notices/Communications. Any demand, notice, statement or other communication (a “Communication”) required or permitted to be given in connection with this Agreement shall be given in writing and is deemed given: (i) if sent by email, on the day it is sent, provided the sender does not receive an automated notification that delivery failed; (ii) if posted to Licensee's account on the Site, on the day it is posted; or (iii) if sent by prepaid personal delivery, courier or registered mail, upon the delivery service's documented or receipted delivery. Soundscape’s business address is Soundscape Media Inc., 83 Gruhn St., Kitchener, Ontario N2G 1S5, Canada. Communications to Soundscape must be sent by email to hello@soundscape.io. A Communication to Soundscape may also be sent by mail, courier or personal delivery, but only to a mailing address that Soundscape confirms by email, on request, before the Communication is sent. Communications to Licensee shall be addressed to the email address associated with Licensee's account on the Site, and Licensee is responsible for keeping that address current and for ensuring that Communications from Soundscape are not blocked or filtered. By registering for an account on the Site, you hereby give consent to receive email communications from Soundscape.

(b) Survival. This Agreement will enure to the benefit of and be binding upon the respective heirs, executors, administrators, representatives, successors, affiliates, and permitted assigns of the parties hereto. Representations, warranties, indemnities, accrued obligations, Sections 2.2, 2.5, 2.6(c), 3, 4, 7 and 9, and all rights under valid Project License Schedules generated prior to termination or expiration shall survive to the extent necessary to give them effect. General Site access and the right to download or newly license Content shall not survive. No waiver of any breach of any provision of this Agreement will be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, will be limited to the specific breach waived. If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof will continue in full force and effect.

(c) Entire Agreement. This Agreement, together with any Project License Schedules, sets forth the entire agreement of the parties with respect to the subject matter herein and supersedes any and all prior agreements, negotiations, representations and understandings between any or all of the parties. Each such Project License Schedule shall automatically and immediately form part of and be incorporated into this Agreement upon its generation by Soundscape’s systems, without the need for further action by either party. Except as provided in the preceding sentence, no modification of this Agreement shall be effective unless made by a written document signed by all of the parties affected by such modification. There are no representations, warranties, covenants, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties with respect to the Content other than as expressly set forth in this Agreement. Notwithstanding the foregoing, if Licensee and Soundscape have entered into a separately executed written license agreement covering specific Content and/or a specific production, that agreement governs with respect to such Content and production, and any Project License Schedule generated through the Site for such Content and production shall constitute an administrative delivery record only.

(d) Assignment. Soundscape shall have the right to assign this Agreement, in whole or in part, at any time and from time to time, to any party, including without limitation any and all of its parents, subsidiaries, affiliates and/or successors, without the consent of Licensee. Licensee shall not have the right to assign this Agreement or any rights or obligations under this Agreement without the prior written consent of Soundscape, in each instance, which may or may not be granted in its sole discretion. This Agreement shall be binding upon and enure to the benefit of the parties and their respective successors and permitted assigns. Notwithstanding the foregoing, provided that Licensee is in strict compliance with this Agreement, Licensee may assign or sublicense the rights granted under this Agreement solely to the extent necessary to distribute or deliver a completed production to its broadcaster, distributor, platform, or end user, or, where client use is permitted by Licensee’s Subscription, to its client, provided that such rights are limited to the use of the musical sound recording and embodied composition as synchronized within the specific production and do not include the right to use the musical sound recording and embodied composition in any other project or to extract, reproduce, distribute, or otherwise exploit such musical sound recording and embodied composition independently. Except as expressly permitted in this section, Licensee may not assign, transfer, sublicense, or otherwise convey this Agreement or any rights hereunder without the prior written consent of Soundscape. Any unauthorized assignment or sublicense shall be null and void.

(e) Independent Legal Advice. By clicking "I Agree" or accessing the Site, Licensee acknowledges that Licensee has been advised to seek independent legal advice regarding this Agreement and either has obtained such advice or has voluntarily chosen to proceed without such advice. Each of the parties hereto is deemed to have prepared all of the terms herein relying solely upon their respective commercial discretion and the advice of their independent legal counsel, such that the creation of this document is not intended by the parties to be (and will not be construed as) in favor or against one party over the other.

(f) Independent Contractors. Each of the parties hereto have entered into this Agreement as independent contractors. Nothing herein contained will be construed as in any way constituting a partnership between or a joint venture by the parties hereto, or be construed to evidence the intention of the parties to constitute such a relationship.

(g) Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed, restricted or prevented by reason of any act of God, fire, natural disaster, act of government, act of war, strikes or labor disputes, inability to provide power or supplies, or any other act or condition whatsoever beyond the reasonable control of either party.

(h) Governing Law and Jurisdiction. This Agreement shall be governed by the laws of Ontario and the Federal laws of Canada applicable therein. For the purpose of all legal proceedings, this Agreement will be deemed to have been performed in the Province Of Ontario and the courts of the Province Of Ontario will have jurisdiction to entertain any action arising under this Agreement. The parties hereto irrevocably attorn to the exclusive jurisdiction of the courts of Ontario and the Federal Court sitting in Ontario for any dispute related to the Content and/or this Agreement. Notwithstanding the foregoing in this Sub-Section, Soundscape is entitled to seek any and all injunctions directly and in the first instance in any and all applicable courts throughout the world.

(i) Electronic Agreement and Digital Signatures. Licensee acknowledges and agrees that: (i) this Agreement may be executed electronically and that electronic signatures and records have the same legal effect as handwritten signatures and paper records; (ii) Licensee's affirmative click-through acceptance constitutes Licensee's electronic signature and binding acceptance of this Agreement; (iii) Soundscape may rely on such electronic acceptance as evidence of Licensee's agreement to be bound by these terms; and (iv) no further signature or execution is required to make this Agreement legally binding and enforceable.

(j) Commercial Use. Except in respect of a free Subscription, Licensee represents and warrants that it is entering into this Agreement and acquiring the Subscription solely for business or commercial purposes and not for personal, family, or household purposes, and that Licensee is not a "consumer" under any applicable consumer protection legislation. Licensee further represents and warrants that it meets the eligibility criteria of its Subscription tier, including any limit on the number of users or employees, and that Licensee will promptly upgrade its Subscription if it ceases to meet those criteria.

(k) Free Subscriptions. A free Subscription is made available at no charge for personal, non-commercial use only, in accordance with the limits of the applicable Subscription. Licensee acknowledges that a free Subscription may be used by a consumer, and where Licensee accesses a free Subscription as a consumer under applicable consumer protection legislation, the disclaimers, exclusions, and limitations in this Agreement apply only to the extent permitted by such legislation and do not affect Licensee's non-excludable statutory rights.

(l) Application of Disclaimers and Limitations. The exclusions and limitations set forth in this Agreement apply only to the extent permitted by applicable law. Some jurisdictions do not permit the exclusion of certain warranties or the limitation of certain liabilities; in those cases, the foregoing apply to the maximum extent permitted, and any liability of Soundscape that cannot lawfully be excluded is limited, to the extent permitted, to the re-supply of the affected Content. Nothing in this Agreement excludes or limits any statutory rights of Licensee that cannot be excluded or limited under applicable law.

ELECTRONIC ACCEPTANCE

This Agreement becomes effective when you click "I Agree," "Accept," or a similar acceptance mechanism provided on the Site. For paid Subscriptions, paid licensing rights begin only upon receipt of the applicable Subscription Fees. Your electronic acceptance constitutes your signature and agreement to be bound by all terms and conditions herein.

SOUNDSCAPE MEDIA INC.

By: Francis Coral Mellon

Title: Director

Date: [Auto-populated upon acceptance]

LICENSEE ACCEPTANCE:

By: [Electronic acceptance via click-through]