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VGAME Commercial License Agreement
(“Commercial Agreement”)

PREAMBLE

This website is owned and operated by VG Audio and Music Elements Corp. and/or its affiliates (hereafter referred to collectively as “VGAME”, “we”, and “us”) and the other websites of VGAME and its subsidiaries (hereafter referred to collectively as the www.vgame.ca).

The VGAME Terms of Use and Limited License Agreement located at (the “Terms of use agreement”) is hereby incorporated in this Commercial Agreement, including the DISCLAIMER OF LIABILITY AND INDEMNIFICATION and DISPUTE RESOLUTION, ARBITRATION AND CLASS ACTION WAIVER provisions, and the defined terms in the Terms of Use shall equally apply to this Commercial Agreement. The Terms of Use continue to apply to the relationship between you and VGAME. In the event of any conflict between this Commercial Agreement and the Terms of Use, this Commercial Agreement shall prevail only to the extent of the conflict.

This Commercial Agreement is intended for users who plan to use any Content on VGAME for commercial purposes, including incorporation into part of the user’s larger works and/or products.

  1. CHANGES TO THIS COMMERCIAL AGREEMENT

    1. VGAME may amend this Commercial Agreement at any time in our sole discretion by posting a revised version of the Commercial Agreement. Unless we make clear otherwise, access to or continued use of the Website or our products and services after the effective date of the revised Commercial Agreement constitutes your acceptance of the revised Commercial Agreement.

    2. If we make any material change to this Commercial Agreement, we will attempt to notify you by sending an email, posting a notice through the Website, or any other place(s) appropriate. You are, however, encouraged to check this page for updates from time to time.

  2. GENERAL

    1. Irrespective of any term or license granted under this Commercial Agreement, you agree that you shall not redistribute any Content on VGAME on a stand-alone basis and that any usage of the Content obtained from VGAME may only be incorporated into part of your larger works and/or products.

    2. Any license(s) granted under this Commercial Agreement shall be conditional upon your full compliance with the terms of this Commercial Agreement and the Terms of Use, including any applicable payment to VGAME, such as membership fees and/or license fees.

    3. The Evaluation License as defined under the Terms of Use shall continue to apply to all the Content available from VGAME, unless a license pursuant to this Commercial Agreement is granted by VGAME.

    4. VGAME reserves the right, on a prospective basis, to revoke licenses and/or amend the terms of any license granted to you. Any licensed Content that has already been incorporated in your works and distributed to your customers shall continue to be licensed under the former terms but any new usage and/or distribution shall be subject to the amended terms.

    5. VGAME HAS NO FIDUCIARY DUTY TO ANY USER. THE WEBSITE, CONTENT, AND ANY OTHER PRODUCT OR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR COURSE OF PERFORMANCE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, VGAME AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. VGAME AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE WEBSITE, CONTENT, AND ANY OTHER PRODUCT OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER(S) ON WHICH THE WEBSITE ARE HOSTED, OR ANY SERVICES AVAILABLE ON ANY THIRD PARTY PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO OPINION, ADVICE OR STATEMENT OF VGAME OR ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, MEMBERS OR VISITORS, WHETHER MADE THROUGH THE USE OF THE WEBSITE, OR ON THIRD PARTY PLATFORMS OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION ANY SERVICES PROVIDED ON ANY THIRD PARTY PLATFORM, ARE ENTIRELY AT YOUR OWN RISK.

    6. VGAME DOES NOT WARRANT THAT THE CONTENT LICENSED UNDER THIS COMMERCIAL AGREEMENT IS FIT FOR ANY PARTICULAR PURPOSE AND YOU EXPRESSLY WAIVE ANY EXPRESS AND/OR IMPLIED CONDITIONS AND/OR WARRANTIES UNDER APPLICABLE SALE OF GOODS LEGISLATION. UNDER NO CIRCUMSTANCES SHALL VGAME BE HELD LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL; SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE; THE COST OF SUBSTITUTE PRODUCTS OR SERVICES; AND/OR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS.

    7. VGAME has strict policies requiring all uploaded Content to comply with Canadian and U.S. copyright laws. Notwithstanding said policies, VGAME does not warrant that the Content uploaded by its users, and licensed to you under this Commercial Agreement, do not infringe the intellectual property and/or other personality rights of third parties. In the event that Content licensed through VGAME is found to infringe any third party’s legal rights, VGAME will cooperate with information requests from courts of competent jurisdiction and law enforcement. Nothing in this Commercial Agreement shall be interpreted as giving you any or expectation to compel VGAME to pursue independent or joint legal action.

    8. The maximum extent of VGAME’s liability under this agreement is the lesser of $100 CAD or all license fees and/or membership fees paid to VGAME.

  3. CATEGORIES OF LICENSES FOR CONTENT AVAILABLE FROM VGAME

    1. VGAME licenses Content on its Website in two main categories: Music Licenses and Audio SFX Licenses.

    2. Music Licenses includes three separate license categories:

      1. The Music Standard Single Use License
      2. The Music Cross-Platform & Multi-Use License
      3. The Music Unlimited License

    3. Audio SFX Licenses includes two separate license categories:

      1. The SFX Cross Platform & Single Use License
      2. The SFX Unlimited License

    4. Applicable fees and the rights granted pursuant to each of the Music Licenses and/or the Audio SFX Licenses can be found in Schedule A to this Commercial Agreement and are deemed to be incorporated into the terms of this Commercial Agreement.

SCHEDULE A – LICENSES

Licence VGAME 1

SCHEDULE B – LICENSES

Licence VGAME 2