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Legal Agreement:
THIS IS A LEGAL AGREEMENT BETWEEN YOU THE SONY DEALER, RESELLER OR OTHER
INVITED USER (hereinafter "LICENSEE") AND Sony of Canada ULC ("LICENSOR").
BY LOGGING IN TO THIS SITE (OR BY DOWNLOADING OR FORWARDING ANY OF THE
MARKETING ASSETS OR OTHER CONTENT or LICENSED MATERIAL LOCATED IN OR
ACCESSED THROUGH THIS SITE, WITH OR WITHOUT PERMISSION FROM LICENSOR),
YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND
THE LICENSED MATERIAL USAGE SPECIFICATIONS ASSOCIATED WITH (ADJACENT TO
OR IMBEDDED WITH THE MARKETING ASSETS AND OTHER LICENSED MATERIAL). IF YOU
ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER, THE LICENSE
GRANTED AND RESTRICTIONS AND LIMITATIONS RECITED HEREIN APPLY TO YOUR
EMPLOYER AND TO YOU AS A REPRESENTATIVE OF YOUR EMPLOYER.
1. Definitions
In this Agreement the following definitions apply:
a) "Licensed Material" means any product specification sheet or list, Sony and third party logos, training guides, user manuals, CIS cut sheets, advertising guidelines, promotion descriptions and related material, coupons, product pocket guides, comparison charts, press releases, and marketing copy, still image, film or video footage, audio content, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files or any reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property rights, which is licensed to Licensee by Licensor under the terms of this Agreement.
b) "Reproduction" and "Reproduce" include any form of copying or publication of the whole or a part of any Licensed Material, whether by printing, photography, photocopying, slide projection (whether or not to an audience) layout or presentation, use in a production process, electronic, digital or mechanical means, use as a reference by an artist or in an artist's illustration or by any other means. Reproduction further includes the distortion or manipulation of the whole or a part of the Licensed Material (for example, by computer, electronically, digitally by an artist or by any other means), even though the resulting Licensed Material may not appear to a reasonable person to be derived from the original Licensed Material. Reproduction also includes distribution in whole or in part of any Licensed Material via television, cable, telecommunications network or internet transmission.
2. Grant of Rights
a) Unless stated otherwise in the “Specific Rights and Restrictions” section applicable to particular Licensed Material, Licensor grants to Licensee a nonexclusive non-sublicensable, non-transferrable and non-assignable right to use and Reproduce the Licensed Material in the manner or manners stated in Section 3 of this License Agreement and the Specific Rights and Restrictions section applicable to the specific Licensed Material accessed by the licensee. See Section 3 below for more information about the nature of the rights granted to Licensee hereunder.
b) 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 Specific Rights and Restrictions applicable to the particular Licensed Material. Licensor grants Licensee the right to utilize the Licensed Material in the sales and production process that may be necessary for the permitted use. The terms specified in the Agreement ( including all Specific Rights and Restrictions), shall not be modified without the express written consent of Licensor, and any attempt to modify the Agreement without such express written consent, or any attempted deviation from the terms thereof of this Agreement, shall nullify Licensor's indemnity obligations, and the representations and warranties made by Licensor hereunder. Licensee shall not undertake any expanded use of the Licensed Material without the prior approval of Licensor. The rights and remedies of Licensor hereunder shall be in addition to, and not in lieu of, any other rights or remedies that Licensor may have at law or in equity.
c) If you provide any of the Marketing Assets or licensed material to any third party to enable you to implement any permitted use, you as the licensee agree to require said third party to abide by the terms and conditions of this Agreement (including all Specific Rights and Restrictions) and you will be responsible for any failures of the third party to abide by the terms and/or conditions of this License Agreement.
d) Use of Licensed Material in a manner not expressly authorized by the Invoice and this Agreement (i) may constitute an infringement of the proprietary rights of Licensor, its Licensor(s) or other third party or parties; and (ii) may result in Licensee incurring or being responsible for any damages resulting from any such use, including any damages resulting from any claims for infringement of the intellectual property or proprietary rights of Licensor or a third party.
e) Pornographic, defamatory, libelous or otherwise unlawful use of Licensed Material is strictly prohibited whether directly or in context or juxtaposition with specific subject matter.
3. Limitations on Use, Reproduction Rights and Credit Lines
a.) Product Specification Sheets- May be reproduced or used only without change and as noted in any Specific Rights and Restrictions section associated with any Product Specification Sheet.
b.) Sony Logos and Trademarks-May only be used in accordance with the Sony Trademark Guideline as provided at https://www.sonyadvertising.ca.
c.) Third Party Logos and Trademarks- May only be used as provided in the Marketing Asset or other Content and subject to any Specific Rights and Restrictions section associated with such marks or logos.
d.) Training Guides –For Dealer/Reseller Internal Use Only.
e.) User Manuals
f.) CIS Cut Sheets – For Dealer/Reseller Internal Use Only
g.) Promotions & Related Material- For use in support of Sony Promotions; subject to embedded restrictions and any Specific Rights and Restrictions section associated with such material.
h.) Coupons – For use as indicated on each coupon and any Specific Rights and Restrictions section associated with any particular coupon or coupons.
i.) Advertising Guidelines
j.) Product Pocket Guides- For Dealer/Reseller internal use only.
k.) Product Comparison Charts- For Dealer/Reseller Internal Use only.
l.) Press Releases-Subject to embedded restrictions. May only be used without change.
m.) Marketing/advertising copy and associated graphics- As provided in any Specific Rights and Restrictions section associated with such copy or graphics.
n.) Images, photography (digital or film based) artwork and other graphics - Subject to Specific Rights and Restrictions identified as applicable to each such image, photograph or artwork item.
Unless specifically provided otherwise in any Specific Rights and Restrictions section no use may be made of any Licensed Material: (i)except as part of an advertisement or promotion of a Sony electronic product that the Dealer/Reseller is authorized to sell and promote in the way so advertised or promoted as provided in that Dealer or Reseller’s written Dealer or Reseller Agreement (including any such Agreements entered into electronically) with Sony Electronics Inc.; and (ii)in a national magazine, television, cable or satellite advertisement
4. 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 set forth in this Agreement, Licensor grants Licensee no right or license, express or implied, to the Licensed Material. Licensee shall provide applicable copyright notice and/or protection as required, Upon demand, Licensee shall immediately assign to Licensor (or Licensor's designee) any copyright of or to the Licensed Material arising out of the publication of the Licensed Material. No copyright information shall be removed from any digital file.
5. Warranty and Limitation of Liability.
THE REPRESENTATIONS AND WARRANTIES OF LICENSOR MADE HEREIN WILL HAVE NO FORCE OR EFFECT IF THE LICENSED MATERIAL IS USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT.
a) Licensor warrants to Licensee that the digital or analog copy of the Licensed Material in the form downloaded by Licensee or delivered by Licensor by any means to Licensee will be free from defects in material and workmanship (not including "artifacts" or other flaws inherent in prints of the particular vintage) for 30 days from the date of delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital or analog copy of the Licensed Material.
b) Licensor represents and warrants to Licensee that:
c) EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 5(a) AND 5(b) ABOVE, LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, LOST PROFITS OR OTHER DAMAGES ARISING OUT OF THIS AGREEMENT, THE INVOICE OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Indemnification
a) Provided that Licensee uses the Licensed Material only as permitted under the terms of this Agreement and as specified on the Invoice, and is not otherwise in material breach of this Agreement, and subject to section 7, Licensor shall defend, indemnify and hold Licensee and its parent, subsidiaries, and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages (except punitive damages), liabilities, and expenses (including reasonable attorneys' fees and permitted and authorized costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that the possession, distribution or use of the Licensed Material by Licensee pursuant to and in accordance with this Agreement infringes on any of the following intellectual property or personal rights of any third party:
b) If Licensor is required to commence or threaten legal proceedings against Licensee to enforce any of the terms and conditions of this Agreement, whether a lawsuit is filed or not, Licensee shall indemnify and hold harmless Licensor for the reasonable legal fees and costs incurred by Licensor.
7. Notice of Defense
Licensor's indemnification obligation set forth in Section 6 is expressly contingent upon the following requirements: (1) if any such actual or threatened lawsuit, claim or legal proceeding arises, Licensee must give Licensor written notice within five (5) business days after receipt of notice of such lawsuit, claim or legal proceeding, whether threatened or initiated; (2) Licensor shall have the right, at its expense and in its sole discretion, to select and employ counsel to defend Licensee against such lawsuit, claim or legal proceeding for which indemnification is sought; (3) Licensor shall have the right to control the legal defense and shall have sole discretion as to whether or not to compromise, settle or otherwise dispose of any such lawsuit, claim or legal proceeding; (4) Licensee agrees to cooperate fully in defending any such lawsuit, claim or legal proceeding (including, without limitation, making available to Licensor such books and records as Licensor reasonably requests and making available its employees, agents, officers and directors for depositions, consultations and otherwise when requested); (5) Licensor will not indemnify Licensee for legal fees and other costs incurred prior to Licensee giving notice to Licensor of the pending action for which indemnity is sought; and (6) Licensor will not indemnify Licensee for the cost of any salaries, wages or benefits payable to Licensee's personnel involved in any legal action for which indemnity is sought. Upon receipt of Licensor's notice that Licensor chooses not to undertake to defend against or resist any lawsuit, claim or legal proceeding after receiving written notice from Licensee, Licensee shall have the right to incur reasonable costs to investigate, defend, compromise, settle or otherwise dispose of the claim, for the account and at the expense of Licensor. Licensee shall not take any action that incurs a cost to Licensee or Licensor without Licensor's prior written permission.
8. Parties' Obligation
Upon notice from Licensor, or upon Licensee's knowledge, that any Licensed Material is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which Licensor may be liable herein, or if Licensor retires any Licensed Material for any reason, Licensee will physically remove the Licensed Material from its network, if possible, and cease any future use at its own expense. Licensor shall provide Licensee with comparable Licensed Material (which comparability will be determined by Licensor in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement. Licensor's indemnification obligation shall continue for use of any Licensed Material that occurred prior to the date on which Licensor notified Licensee of, or Licensee became aware of, any threatened or actual claim involving the Licensed Material.
9. Electronic Storage
For all Licensed Material that Licensee takes delivery via download, Licensee may only download the Licensed Material onto one (1) computer hard drive or other computer medium and may not otherwise make, use or distribute copies of the Licensed Material for any purpose except as otherwise provided in this Agreement and the Invoice. Notwithstanding the foregoing, Licensee shall be allowed to make one (1) backup copy for security reasons only. Licensee may not use the Licensed Material on any image storage jukebox, network configuration or similar computer network arrangement. Upon the expiration or earlier termination of this Agreement, Licensee shall promptly delete the Licensed Material from its computer or other electronic storage system.
10. Condition of Licensed Material
Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Licensor shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its Reproduction.
11. Unauthorized Use of Licensed Material
Licensee agrees to indemnify and hold Licensor (including its parent, affiliate and subsidiary companies and their respective directors, officers, employees and agents) harmless against any claim for damages, losses or any costs, including attorneys' fees, arising in any manner whatsoever from the unauthorized use of any Licensed Material or for Licensee's breach of any of the terms of this Agreement.
12. Right to Information
Licensor may at any time upon reasonable notice and during normal business hours inspect any records, accounts and books relating to the Reproduction of any of Licensed Material to ensure that the Licensed Material is being used in accordance with this Agreement.
13. Miscellaneous Terms
No variation of any of the terms in this Agreement shall be effective unless agreed to in writing by an authorized representative of Licensor and Licensee.. No action of Licensor, other than an express written waiver, may be construed as a waiver of any term of this Agreement. A delay on the part of either party 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 a party 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. Should any clause of this Agreement be found unenforceable, that will not affect any other clause and each will remain in full force and effect. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by Licensee, the terms of this Agreement shall govern. This Agreement, its validity and effect, shall be interpreted under and governed by the laws of the Province of Ontario, Canada, without reference to its laws relating to conflicts of law. Except as otherwise set forth herein, venue for all disputes arising under this Agreement shall lie exclusively in the Courts in the Province of Ontario, Canada (as permitted by law) and each party agrees not to contest the personal jurisdiction of these courts.
1. Definitions
In this Agreement the following definitions apply:
a) "Licensed Material" means any product specification sheet or list, Sony and third party logos, training guides, user manuals, CIS cut sheets, advertising guidelines, promotion descriptions and related material, coupons, product pocket guides, comparison charts, press releases, and marketing copy, still image, film or video footage, audio content, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files or any reproductions thereof, or any other product protected by copyright, trademark, patent or other intellectual property rights, which is licensed to Licensee by Licensor under the terms of this Agreement.
b) "Reproduction" and "Reproduce" include any form of copying or publication of the whole or a part of any Licensed Material, whether by printing, photography, photocopying, slide projection (whether or not to an audience) layout or presentation, use in a production process, electronic, digital or mechanical means, use as a reference by an artist or in an artist's illustration or by any other means. Reproduction further includes the distortion or manipulation of the whole or a part of the Licensed Material (for example, by computer, electronically, digitally by an artist or by any other means), even though the resulting Licensed Material may not appear to a reasonable person to be derived from the original Licensed Material. Reproduction also includes distribution in whole or in part of any Licensed Material via television, cable, telecommunications network or internet transmission.
2. Grant of Rights
a) Unless stated otherwise in the “Specific Rights and Restrictions” section applicable to particular Licensed Material, Licensor grants to Licensee a nonexclusive non-sublicensable, non-transferrable and non-assignable right to use and Reproduce the Licensed Material in the manner or manners stated in Section 3 of this License Agreement and the Specific Rights and Restrictions section applicable to the specific Licensed Material accessed by the licensee. See Section 3 below for more information about the nature of the rights granted to Licensee hereunder.
b) 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 Specific Rights and Restrictions applicable to the particular Licensed Material. Licensor grants Licensee the right to utilize the Licensed Material in the sales and production process that may be necessary for the permitted use. The terms specified in the Agreement ( including all Specific Rights and Restrictions), shall not be modified without the express written consent of Licensor, and any attempt to modify the Agreement without such express written consent, or any attempted deviation from the terms thereof of this Agreement, shall nullify Licensor's indemnity obligations, and the representations and warranties made by Licensor hereunder. Licensee shall not undertake any expanded use of the Licensed Material without the prior approval of Licensor. The rights and remedies of Licensor hereunder shall be in addition to, and not in lieu of, any other rights or remedies that Licensor may have at law or in equity.
c) If you provide any of the Marketing Assets or licensed material to any third party to enable you to implement any permitted use, you as the licensee agree to require said third party to abide by the terms and conditions of this Agreement (including all Specific Rights and Restrictions) and you will be responsible for any failures of the third party to abide by the terms and/or conditions of this License Agreement.
d) Use of Licensed Material in a manner not expressly authorized by the Invoice and this Agreement (i) may constitute an infringement of the proprietary rights of Licensor, its Licensor(s) or other third party or parties; and (ii) may result in Licensee incurring or being responsible for any damages resulting from any such use, including any damages resulting from any claims for infringement of the intellectual property or proprietary rights of Licensor or a third party.
e) Pornographic, defamatory, libelous or otherwise unlawful use of Licensed Material is strictly prohibited whether directly or in context or juxtaposition with specific subject matter.
3. Limitations on Use, Reproduction Rights and Credit Lines
a.) Product Specification Sheets- May be reproduced or used only without change and as noted in any Specific Rights and Restrictions section associated with any Product Specification Sheet.
b.) Sony Logos and Trademarks-May only be used in accordance with the Sony Trademark Guideline as provided at https://www.sonyadvertising.ca.
c.) Third Party Logos and Trademarks- May only be used as provided in the Marketing Asset or other Content and subject to any Specific Rights and Restrictions section associated with such marks or logos.
d.) Training Guides –For Dealer/Reseller Internal Use Only.
e.) User Manuals
f.) CIS Cut Sheets – For Dealer/Reseller Internal Use Only
g.) Promotions & Related Material- For use in support of Sony Promotions; subject to embedded restrictions and any Specific Rights and Restrictions section associated with such material.
h.) Coupons – For use as indicated on each coupon and any Specific Rights and Restrictions section associated with any particular coupon or coupons.
i.) Advertising Guidelines
j.) Product Pocket Guides- For Dealer/Reseller internal use only.
k.) Product Comparison Charts- For Dealer/Reseller Internal Use only.
l.) Press Releases-Subject to embedded restrictions. May only be used without change.
m.) Marketing/advertising copy and associated graphics- As provided in any Specific Rights and Restrictions section associated with such copy or graphics.
n.) Images, photography (digital or film based) artwork and other graphics - Subject to Specific Rights and Restrictions identified as applicable to each such image, photograph or artwork item.
Unless specifically provided otherwise in any Specific Rights and Restrictions section no use may be made of any Licensed Material: (i)except as part of an advertisement or promotion of a Sony electronic product that the Dealer/Reseller is authorized to sell and promote in the way so advertised or promoted as provided in that Dealer or Reseller’s written Dealer or Reseller Agreement (including any such Agreements entered into electronically) with Sony Electronics Inc.; and (ii)in a national magazine, television, cable or satellite advertisement
4. 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 set forth in this Agreement, Licensor grants Licensee no right or license, express or implied, to the Licensed Material. Licensee shall provide applicable copyright notice and/or protection as required, Upon demand, Licensee shall immediately assign to Licensor (or Licensor's designee) any copyright of or to the Licensed Material arising out of the publication of the Licensed Material. No copyright information shall be removed from any digital file.
5. Warranty and Limitation of Liability.
THE REPRESENTATIONS AND WARRANTIES OF LICENSOR MADE HEREIN WILL HAVE NO FORCE OR EFFECT IF THE LICENSED MATERIAL IS USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT.
a) Licensor warrants to Licensee that the digital or analog copy of the Licensed Material in the form downloaded by Licensee or delivered by Licensor by any means to Licensee will be free from defects in material and workmanship (not including "artifacts" or other flaws inherent in prints of the particular vintage) for 30 days from the date of delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the digital or analog copy of the Licensed Material.
b) Licensor represents and warrants to Licensee that:
- It has all necessary rights and authority to enter into and perform this Agreement in accordance with its terms, including, but not limited to, the right and authority to license the use of any Licensed Material as expressly provided herein, including the rights to license the copyrights in and to the Licensed Material on the terms and conditions set forth in this Agreement;
- The rights of Reproduction granted hereunder do not infringe on any copyrights to the Licensed Material or moral rights of any person or entity
- All necessary model and property releases have been obtained by Licensor except where specifically stated in this Agreement, Licensor's website or other notice from Licensor;
c) EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 5(a) AND 5(b) ABOVE, LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, LOST PROFITS OR OTHER DAMAGES ARISING OUT OF THIS AGREEMENT, THE INVOICE OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Indemnification
a) Provided that Licensee uses the Licensed Material only as permitted under the terms of this Agreement and as specified on the Invoice, and is not otherwise in material breach of this Agreement, and subject to section 7, Licensor shall defend, indemnify and hold Licensee and its parent, subsidiaries, and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages (except punitive damages), liabilities, and expenses (including reasonable attorneys' fees and permitted and authorized costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that the possession, distribution or use of the Licensed Material by Licensee pursuant to and in accordance with this Agreement infringes on any of the following intellectual property or personal rights of any third party:
- Invasion or infringement of the right of privacy or publicity, including but not limited to, the torts of intrusion into one's private affairs, public disclosure of private facts, false light, misappropriation of the name or likeness arising as prescribed by applicable law;
- Copyright infringement; and
- Product disparagement, trade libel, dilution or infringement of title, slogan or trademark, trade name, service mark or service name as prescribed by applicable law.
b) If Licensor is required to commence or threaten legal proceedings against Licensee to enforce any of the terms and conditions of this Agreement, whether a lawsuit is filed or not, Licensee shall indemnify and hold harmless Licensor for the reasonable legal fees and costs incurred by Licensor.
7. Notice of Defense
Licensor's indemnification obligation set forth in Section 6 is expressly contingent upon the following requirements: (1) if any such actual or threatened lawsuit, claim or legal proceeding arises, Licensee must give Licensor written notice within five (5) business days after receipt of notice of such lawsuit, claim or legal proceeding, whether threatened or initiated; (2) Licensor shall have the right, at its expense and in its sole discretion, to select and employ counsel to defend Licensee against such lawsuit, claim or legal proceeding for which indemnification is sought; (3) Licensor shall have the right to control the legal defense and shall have sole discretion as to whether or not to compromise, settle or otherwise dispose of any such lawsuit, claim or legal proceeding; (4) Licensee agrees to cooperate fully in defending any such lawsuit, claim or legal proceeding (including, without limitation, making available to Licensor such books and records as Licensor reasonably requests and making available its employees, agents, officers and directors for depositions, consultations and otherwise when requested); (5) Licensor will not indemnify Licensee for legal fees and other costs incurred prior to Licensee giving notice to Licensor of the pending action for which indemnity is sought; and (6) Licensor will not indemnify Licensee for the cost of any salaries, wages or benefits payable to Licensee's personnel involved in any legal action for which indemnity is sought. Upon receipt of Licensor's notice that Licensor chooses not to undertake to defend against or resist any lawsuit, claim or legal proceeding after receiving written notice from Licensee, Licensee shall have the right to incur reasonable costs to investigate, defend, compromise, settle or otherwise dispose of the claim, for the account and at the expense of Licensor. Licensee shall not take any action that incurs a cost to Licensee or Licensor without Licensor's prior written permission.
8. Parties' Obligation
Upon notice from Licensor, or upon Licensee's knowledge, that any Licensed Material is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which Licensor may be liable herein, or if Licensor retires any Licensed Material for any reason, Licensee will physically remove the Licensed Material from its network, if possible, and cease any future use at its own expense. Licensor shall provide Licensee with comparable Licensed Material (which comparability will be determined by Licensor in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement. Licensor's indemnification obligation shall continue for use of any Licensed Material that occurred prior to the date on which Licensor notified Licensee of, or Licensee became aware of, any threatened or actual claim involving the Licensed Material.
9. Electronic Storage
For all Licensed Material that Licensee takes delivery via download, Licensee may only download the Licensed Material onto one (1) computer hard drive or other computer medium and may not otherwise make, use or distribute copies of the Licensed Material for any purpose except as otherwise provided in this Agreement and the Invoice. Notwithstanding the foregoing, Licensee shall be allowed to make one (1) backup copy for security reasons only. Licensee may not use the Licensed Material on any image storage jukebox, network configuration or similar computer network arrangement. Upon the expiration or earlier termination of this Agreement, Licensee shall promptly delete the Licensed Material from its computer or other electronic storage system.
10. Condition of Licensed Material
Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Reproduction. Licensor shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its Reproduction.
11. Unauthorized Use of Licensed Material
Licensee agrees to indemnify and hold Licensor (including its parent, affiliate and subsidiary companies and their respective directors, officers, employees and agents) harmless against any claim for damages, losses or any costs, including attorneys' fees, arising in any manner whatsoever from the unauthorized use of any Licensed Material or for Licensee's breach of any of the terms of this Agreement.
12. Right to Information
Licensor may at any time upon reasonable notice and during normal business hours inspect any records, accounts and books relating to the Reproduction of any of Licensed Material to ensure that the Licensed Material is being used in accordance with this Agreement.
13. Miscellaneous Terms
No variation of any of the terms in this Agreement shall be effective unless agreed to in writing by an authorized representative of Licensor and Licensee.. No action of Licensor, other than an express written waiver, may be construed as a waiver of any term of this Agreement. A delay on the part of either party 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 a party 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. Should any clause of this Agreement be found unenforceable, that will not affect any other clause and each will remain in full force and effect. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by Licensee, the terms of this Agreement shall govern. This Agreement, its validity and effect, shall be interpreted under and governed by the laws of the Province of Ontario, Canada, without reference to its laws relating to conflicts of law. Except as otherwise set forth herein, venue for all disputes arising under this Agreement shall lie exclusively in the Courts in the Province of Ontario, Canada (as permitted by law) and each party agrees not to contest the personal jurisdiction of these courts.