License Agreement
END-USER ROYALTY-FREE LICENSE AGREEMENT
THIS LICENSE AGREEMENT (the “Agreement”) IS A LEGAL CONTRACT MADE BY AND BETWEEN AVIATOR’S MUSIC INC. (HEREINAFTER CALLED “AVIATOR’S MUSIC”) AND YOU, YOUR COMPANY, YOUR EMPLOYER AND/OR YOUR CLIENT OR ORGANIZATION AS THE CASE MAY BE (COLLECTIVELY, HEREINAFTER CALLED “Licensee” OR “You”) FOR LICENSING REPRODUCTION RIGHTS OF ANY CONTENT ON THIS WEBSITE.  BY DOWNLOADING ANY OF THE CONTENT CONTAINED ON THIS WEBSITE, YOU AGREE TO BE LEGALLY BOUND TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS WELL AS OUR GENERAL WEBSITE TERMS AND CONDITIONS (http://www.aviatorsmusic.com/terms_of_use.htm) FOR USE OF THIS WEBSITE. AVIATOR’S MUSIC RESERVES THE RIGHT TO CHANGE ANY OF THE TERMS OF THIS AGREEMENT AT ANY TIME, AND YOU AGREE TO BE BOUND BY SUCH CHANGES.  IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS MAY BE AMENDED, DO NOT DOWNLOAD ANY CONTENT FROM THIS WEBSITE AND CLICK ON THE “CANCEL” BUTTON TO DECLINE THIS AGREEMENT. 
1. Definitions and Interpretation
1.1 Wherever used throughout this Agreement, the following words and phrases shall have the meanings set out below:
(a) “Licensee” means the person, legal entity or agent who has legally acquired a license from AVIATOR’S MUSIC to use the Content;
(b) “Content” means any and all musical compositions, sounds, sound  recordings, illustrations, photographs, animations, films, videos, or other image files, visual and/or audio-visual representations, along with any replacements, modified versions, additions and copies provided to Licensee by AVIATOR’S MUSIC; and 
(c) “Storage Media” means CD-ROM, digital video disc (DVD), floppy disc, or any other storage device or media now known or hereafter created.
(d) "This website" and "the website" both refer to http://www.aviatorsmusic.com and http://www.aviatorsmusic.ca while owned and operated by AVIATOR'S MUSIC, and includes all real and virtual directories and subdirectories subordinate to those websites.
(e) "Third-party website" means any website other than those defined in 1.1(d).
2. Grant of License 
2.1 AVIATOR’S MUSIC grants Licensee a non-exclusive, non-transferable, revocable, limited license in accordance with the following terms and conditions:
(a) Single Use of License:  The Licensee may download the Content onto Licensee’s Storage Media.  Further electronic copies of the Content may not be made from the Licensee’s Storage Media.  Each additional copy of the Content must be individually downloaded from this website.  If the Content is no longer available on the website, then use of the Content is prohibited. The Content may only be used in unmodified form.
(i) Cached Content:  For printable Content, Licensee may keep each downloaded item of the Content cached electronically once for up to 24 hours in order to facilitate the printing of one and only one copy of each item.  Further copies (electronic and printed) may not be made from this electronic cache.  Further copies may not be made from the printed Content.  Licensee agrees to destroy copies of the Content in the electronic cache within 24 hours of their creation.
(b) Non-commercial Use:  The Content may only be used for Licensee’s personal, non-commercial purposes.  Licensee shall not resell, distribute, rent, record any performance of the Content, adapt, translate, synchronize, transfer, share or otherwise use the Content or any portion of the Content, for any commercial purposes.  Content consisting of downloadable printed parts and scores (whether zipped or not) and downloadable literary and artistic works (collectively, the “Works”) may be performed in public and/or in private, subject to the following:
(i) Students may perform the Works at a school concert or recital, even if an admission fee is charged.
(ii) Paid professionals and unpaid amateurs may perform the Works provided an admission fee is not charged.
(c) Other uses:  Licensee may use the Content for any other uses approved in writing by AVIATOR’S MUSIC prior to the use.
3. Restrictions on Use
3.1 Licensee shall not have the right to:
(a) make any use of the Content or any part thereof except as expressly permitted by the terms of this Agreement;
(b) use the Content in any media projects, internet streaming and synchronization, video productions, audio productions, film productions, advertising, multi-media presentations, promotional material, broadcast media, and for-sale products in any quantity;
(c) sell, sublicense, assign, resell, distribute, rent, record any performance of the Content, adapt, alter, translate, synchronize, make prints, transfer, share or otherwise grant rights of the Content in form or formats designed or intended for reuse or resale of the Content;
(d) remove any copyright or other proprietary notations from the Content;
(e) use or permit any other party to use the Content or any part thereof as a trademark, service mark or logo, or claim any proprietary rights of any sort in or to the Content or any part thereof;
(f) use the title or subtitle of the Content as the title of an item that incorporates the Content.
(g) use any of the Content in any manner, or in connection with any material, that is unlawful, defamatory, obscene, pornographic or inflammatory, or that infringes any trade name, trade-mark or service mark, rights of privacy or publicity, or other rights of any entity.
4. Fees
4.1 There is no license fee for the Content. If Licensee wishes to receive the Content on media, there may be a small charge for the media and for shipping and handling. Licensee is responsible for any and all taxes.
5. Intellectual Property Rights
5.1 The copyrighted Content is authored and owned by Douglas A. Blackmore and is protected by Canadian copyright law and international treaty provisions.  The Content is distributed with permission by Aviator’s Music Inc. The Licensee must attach the appropriate copyright notice to all Content.  The Content is licensed to Licensee, not sold pursuant to the terms of this Agreement.  Using the Content without agreeing to the terms of this Agreement is copyright infringement.
5.2 The design, layout, and all other material and information in this website not consisting of the Content is owned by Aviator’s Music Inc.
5.3 Douglas A. Blackmore does not waive any moral rights in and to the Content.
5.4 Trademarks shall be used in accordance with accepted trademark practice, including the identification of the trademark owner’s name. Trademarks may only be used to identify printed or electronic output produced from the Content. Such use of any trademark does not give Licensee any rights of ownership in that trademark.
5.5 Licensee agrees not to copy, store, modify or use any of the Content other than in the manner expressly permitted under the terms of this Agreement without the prior written consent of AVIATOR’S MUSIC, or to allow any third party to do so.
5.6 Except as stated above, this Agreement does not grant Licensee any intellectual property rights in the Content.
6. Termination
6.1 Without prejudice to any other rights, you agree that AVIATOR’S MUSIC reserves the right, without notice and in its sole discretion, to terminate this Agreement if Licensee breaches any of its terms and conditions or block your use of this website, and remove and discard any Content, for any reason, including, without limitation, for lack of use or if AVIATOR’S MUSIC believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. On termination, Licensee shall destroy all copies of the Content. The disclaimers, limitations on liability, ownership, termination, interpretation, your warranty and the indemnity provisions of this Agreement shall survive the termination or expiry of this Agreement.  Further, you agree that AVIATOR’S MUSIC shall not be liable to you or any third-party for any termination of your access to the website.
7. DISCLAIMER
7.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT: 
(a) THE CONTENT AND YOUR USE OF THE WEBSITE IS PROVIDED FREE OF CHARGE, AND IS AT YOUR SOLE RISK. THE WEBSITE AND ITS CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. AVIATOR’S MUSIC EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES, REPRESENTATIONS AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(b) AVIATOR’S MUSIC MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS THAT: (i) THE WEBSITE OR CONTENT OR RESULTS DERIVED FROM THE WEBSITE OR CONTENT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS (ii) THE WEBSITE OR CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE CONTENT, INFORMATION, PRODUCTS OR SERVICES OBTAINED BY YOU THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, UP-TO-DATE, COMPLETE, UNTAMPERED OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, AND (v) ANY DEFECTS OR ERRORS WILL BE CORRECTED.
(c) ANY CONTENT, MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT, MATERIAL OR DATA.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AVIATOR’S MUSIC OR THROUGH OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE WEBSITE TERMS.
(e) NO USE OF THE PRODUCT IS AUTHORIZED UNDER THIS AGREEMENT EXCEPT UNDER THIS DISCLAIMER.
8. LIMITATION OF LIABILITY
8.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT AVIATOR’S MUSIC  OR ITS LICENSORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF AVIATOR’S MUSIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE WEBSITE OR CONTENT; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEBSITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE; OR (v) ANY OTHER MATTER RELATING TO THE WEBSITE OR CONTENT.
9. EXCLUSIONS AND LIMITATIONS
9.1 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 7 AND 8 MAY NOT APPLY TO YOU.
10. Indemnity
10.1 Licensee agrees to indemnify and hold harmless AVIATOR’S MUSIC and its licensors from and against any and all claims, costs and expenses, including attorney’s fees, arising from any unauthorized use or reproduction of any of the Content and/or use of this website.
11. Third Party Content
11.1 This website contains links to other third party services and resources for informational purposes only.   AVIATOR’S MUSIC is not responsible for such third party services and resources, nor does AVIATOR’S MUSIC approve or endorse such third parties or their service or resources. You further acknowledge and agree that AVIATOR’S MUSIC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third-party website or resource, and that you access such third-party websites at your own risk.
12. General
12.1 This Agreement constitutes the entire agreement between you and AVIATOR’S MUSIC, superseding any prior agreements between you and AVIATOR’S MUSIC. You also may be subject to additional terms and conditions that may apply when you use affiliate services or third-party content.
12.2 You and AVIATOR’S MUSIC expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods and the International Sale of Goods Act (Ontario), as amended, replaced or re-enacted from time to time.  The website and the Content are not to be construed as any form of recommendation, promotion, endorsement, or an offer to sell any product or service, by or to enter any transaction with AVIATOR’S MUSIC.
12.3 This Agreement and the application or interpretation of it shall be governed exclusively by the laws of the Province of Ontario and the federal laws of Canada applicable thereto.  You and AVIATOR’S MUSIC agree to submit to the personal and exclusive jurisdiction of the courts located within the province of Ontario, Canada.  The failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement shall remain in full force and effect. Any rights not expressly granted herein are reserved.
12.4 You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use shall be resolved by binding arbitration held in Toronto, Ontario and before a single arbitrator, who is independent of the parties, legally trained and experienced in the field of information technology, in accordance with the Arbitration Act, 1991, S.O. 1991, c. 17.
© 2007 Aviator’s Music Inc. All rights reserved.