Legal

Floor 5 Standard Licensing Agreement

CLIENT (Definition)

The term "CLIENT" as used in this agreement refers to an individual, a legal entity, a company, an employee of a company, or any other party capable of engaging the services of FLOOR 5 and entering into a legally binding contractual agreement. The CLIENT is the designated recipient of the granted license and is bound by the terms and conditions outlined in this agreement. The usage of the term "CLIENT" throughout this agreement denotes the party specified as such in the contractual relationship between FLOOR 5 and the CLIENT.

FLOOR 5 (Definition)

The company Floor 5, hereinafter referred to as "FLOOR 5," represents the company providing the services and licensing of DIGITAL ASSETS. FLOOR 5 includes its employees, agents, representatives, and any other authorized individuals acting on behalf of FLOOR 5 within the scope of their employment or engagement. The term "FLOOR 5" within this agreement denotes the specific entity responsible for the creation, delivery, and licensing of the DIGITAL ASSETS as outlined in the contractual relationship between FLOOR 5 and the CLIENT.

DIGITAL ASSETS (Definition)

The term "DIGITAL ASSETS" as used in this agreement encompasses any visual content, media, or creative works that can be captured or recorded using a camera, smartphone, drone, device with 360o capabilities, or similar electronic devices. These assets may include, but are not limited to, photographs, images, videos, graphics, or other visual representations in digital format. The term "DIGITAL ASSETS" refers to the tangible and intangible materials produced or provided by FLOOR 5 for the purpose of licensing and usage by the CLIENT, as specified within the context of this agreement.

PROPERTY (Definition)

The term "PROPERTY" as used in this agreement refers specifically to the singular subject property, as determined and confirmed at the time of booking, wherein the address was provided, for which the DIGITAL ASSETS are produced by FLOOR 5. It pertains to the real estate or physical location that is the primary focus of the DIGITAL ASSETS captured by FLOOR 5. The term "PROPERTY" is strictly limited to the singular subject property for which the DIGITAL ASSETS are created by FLOOR 5, and shall not encompass or extend to any other properties, locations, or subjects, irrespective of any separate licensing agreements that may exist between the CLIENT and FLOOR 5.

GRANT OF LICENCE

FLOOR 5 hereby grants the CLIENT a non-exclusive and limited usage license to utilize all DIGITAL ASSETS produced by FLOOR 5 for the PROPERTY as defined within this agreement hereinafter. This license is granted solely for the purposes and usages expressly specified herein. By engaging the services of FLOOR 5, the CLIENT acknowledges, accepts, and fully agrees to be bound by all the terms and conditions set forth in this agreement.

DURATION

The license granted herein is valid for a period of one (1) year, commencing from the date the DIGITAL ASSETS are delivered to the CLIENT. During this one-year DURATION, the CLIENT is permitted to use the DIGITAL ASSETS as specified in the agreement herein.

After the expiration of the one-year period, the CLIENT must discontinue the use of the DIGITAL ASSETS unless an extension or renewal is agreed upon in writing between the CLIENT and FLOOR 5. Any usage of the DIGITAL ASSETS beyond the agreed-upon duration without proper extension or renewal is strictly prohibited and subject to penalty unless otherwise permitted under a separate written agreement.

Please note that the DURATION of this license does not affect the COPYRIGHT AND OWNERSHIP of the DIGITAL ASSETS, which remain with FLOOR 5. Any usage not expressly permitted in this agreement requires prior written consent from FLOOR 5.

PERMITTED USES

The CLIENT is granted a non-exclusive, limited usage license to use the DIGITAL ASSETS produced by FLOOR 5 for the sole purpose of marketing and promoting the PROPERTY on the CLIENT’s website, their agency’s website, Centris.ca, Realtor.ca, and the following social media platforms with ATTRIBUTION: Facebook, Instagram, TikTok, Twitter, and YouTube. Usage of the DIGITAL ASSETS is strictly limited to these online platforms and cannot be used in any form of print media, including but not limited to newspapers, brochures, magazines, or other offline materials.

For any usage beyond the aforementioned platforms or for print media usage, the client must obtain written consent and secure additional licensing from FLOOR 5, based on the CAPIC Licensing Fee Schedule.

The license granted herein is subject to the aforementioned restrictions and is valid for the DURATION specified in this agreement. Any usage not expressly permitted in this agreement requires prior written consent from FLOOR 5.

USAGE RESTRICTIONS

The CLIENT is strictly prohibited from using the DIGITAL ASSETS for any purpose outside the scope of the granted license agreement. The usage of the DIGITAL ASSETS is limited to the specific rights and purposes outlined in this agreement.

The CLIENT is expressly prohibited from selling, sublicensing, or transferring the DIGITAL ASSETS to any third party without the prior written consent of FLOOR 5. The DIGITAL ASSETS are strictly for the internal use of the CLIENT and shall not be made available or accessible to any other individual, entity, or organization without explicit authorization.

The CLIENT shall not alter, modify, or manipulate the DIGITAL ASSETS in any way without the prior written permission of FLOOR 5. This includes but is not limited to cropping, retouching, or adding any elements to the DIGITAL ASSETS. Any modifications or alterations to the DIGITAL ASSETS require the express consent of FLOOR 5.

Furthermore, the CLIENT agrees not to use the DIGITAL ASSETS in a defamatory, offensive, or illegal manner. The DIGITAL ASSETS shall not be used in a way that may harm the reputation or rights of any individual, entity, or organization. The CLIENT shall comply with all applicable laws and regulations regarding the usage and dissemination of the DIGITAL ASSETS.

FLOOR 5 reserves the right to take appropriate legal action in the event of any unauthorized usage, alteration, sublicensing, or defamatory/illicit use of the DIGITAL ASSETS by the CLIENT.

The CLIENT acknowledges that any breach of these USAGE RESTRICTIONS may result in the immediate termination of the license and may subject the CLIENT to legal consequences and potential monetary damages.

FLOOR 5 retains all COPYRIGHT AND OWNERSHIP rights of the DIGITAL ASSETS provided to the CLIENT under this agreement. The CLIENT's usage of the DIGITAL ASSETS is strictly limited to the non-exclusive, limited usage license granted herein and does not transfer or convey any ownership rights to the CLIENT.

The CLIENT acknowledges that all intellectual property rights, including copyrights, trademarks, and any other proprietary rights associated with the DIGITAL ASSETS, belong solely to FLOOR 5. The CLIENT's usage of the DIGITAL ASSETS is subject to the terms and conditions outlined in this agreement and does not grant the CLIENT any rights, title, or interest in the DIGITAL ASSETS beyond what is expressly granted in this license.

Any usage of the DIGITAL ASSETS beyond the scope of the granted license, including reproduction, distribution, modification, or any other form of exploitation, is strictly prohibited without the prior written consent of FLOOR 5. The CLIENT shall not claim any ownership rights, authorship, or authorial credit for the DIGITAL ASSETS.

EXCLUSIVITY

The CLIENT acknowledges and agrees that the license granted for the usage of the DIGITAL ASSETS is non-exclusive. This means that FLOOR 5 retains the right to license the same DIGITAL ASSETS to other clients or use them for any other purposes not conflicting with the granted license to the CLIENT.

The CLIENT understands that while they have the right to use the DIGITAL ASSETS as specified in the agreement herein, other individuals, entities, or organizations may also have access to and use the same or similar DIGITAL ASSETS for their own purposes.

The non-exclusive nature of this agreement allows FLOOR 5 to maximize the usage and distribution of the DIGITAL ASSETS while ensuring that the CLIENT has the necessary rights to utilize them within the agreed-upon scope.

The CLIENT agrees that the non-exclusive nature of the license does not diminish the value or quality of the DIGITAL ASSETS provided by FLOOR 5. The CLIENT shall not make any claims or representations suggesting exclusive ownership or usage rights beyond the scope of this agreement.

It is expressly understood that this agreement does not transfer any intellectual property rights to the CLIENT and that all rights not expressly granted herein are reserved by FLOOR 5. Any unauthorized use or infringement of the DIGITAL ASSETS may result in legal action and the enforcement of FLOOR 5's intellectual property rights.

ATTRIBUTION

The CLIENT shall provide proper ATTRIBUTION for the DIGITAL ASSETS on all platforms, excluding the CLIENT's website, their agency’s website, Centris.ca, and Realtor.ca. Proper ATTRIBUTION shall include prominently displaying FLOOR 5's name or copyright notice alongside the DIGITAL ASSETS in a clear and readable manner.

On platforms other than the CLIENT's website, their agency’s website, Centris.ca, and Realtor.ca, the ATTRIBUTION shall be provided in a location and format that is customary and in accordance with industry practices for giving credit to the creator of the work. The CLIENT shall make reasonable efforts to ensure that the ATTRIBUTION is legible and clearly associated with the DIGITAL ASSETS.

Notwithstanding the above, on the CLIENT's website, their agency's website, Centris.ca, and Realtor.ca, the ATTRIBUTION requirement is waived, and the CLIENT is not obligated to provide explicit ATTRIBUTION for the DIGITAL ASSETS. However, the CLIENT shall not claim any COPYRIGHT AND OWNERSHIP of the DIGITAL ASSETS on these or any other platforms.

The CLIENT agrees to comply with the ATTRIBUTION requirements as specified in this agreement and shall not remove or alter any copyright notice or ATTRIBUTION provided by FLOOR 5 without prior written consent.

Failure to provide proper ATTRIBUTION in accordance with the terms outlined in this agreement may constitute a breach of the usage license agreement and could result in penalties or the termination of the CLIENT's rights to use the DIGITAL ASSETS.

FEES

The FEES for the services provided by FLOOR 5 include compensation for the usage of the DIGITAL ASSETS as determined by this agreement. These FEES, as determined and communicated through the booking system established by FLOOR 5, cover both the services provided and the granted license for the usage of the DIGITAL ASSETS.

Compensation for the services provided, including the usage of the DIGITAL ASSETS, is due upon delivery of the DIGITAL ASSETS and shall be paid by the CLIENT prior to accessing or using the DIGITAL ASSETS. Failure to provide timely payment may result in the suspension or termination of the license and services.

The CLIENT acknowledges that the fees paid cover both the services provided by FLOOR 5 and the granted license for the usage of the DIGITAL ASSETS, as specified in this agreement. No transfer of COPYRIGHT AND OWNERSHIP or additional rights is implied or granted through the payment of these fees.

Any usage of the DIGITAL ASSETS beyond the scope of the granted license, including extending the usage period or expanding the usage to additional platforms or media, require the negotiation of separate licensing terms and additional compensation, as determined by FLOOR 5 and the CAPIC Licensing Fee Schedule.

FLOOR 5 reserves the right to modify the fees structure at any time. Any changes to the fees structure, covering both the services provided and the granted license for the usage of the DIGITAL ASSETS, shall be communicated to the CLIENT in advance, and the CLIENT shall have the opportunity to review and accept the revised fees before proceeding with any further usage of the services and DIGITAL ASSETS.

INDEMNIFICATION AND LIABILITY

CLIENT agrees to indemnify, defend, and hold harmless FLOOR 5, its affiliates, employees, agents, and contractors from and against any claims, demands, damages, liabilities, losses, expenses, or costs (including reasonable attorneys' fees) arising out of or in connection with the CLIENT's use of the DIGITAL ASSETS or any breach of this agreement.

CLIENT acknowledges and agrees that FLOOR 5 shall not be held liable for any direct, indirect, incidental, special, consequential, or exemplary damages arising from the use or inability to use the DIGITAL ASSETS, including but not limited to damages for loss of profits, goodwill, data, or other intangible losses. This limitation of liability applies even if FLOOR 5 has been advised of the possibility of such damages.

CLIENT further acknowledges and agrees that FLOOR 5's total liability arising out of or in connection with this agreement or the use of the DIGITAL ASSETS shall not exceed the total fees paid by the CLIENT for the specific DIGITAL ASSETS giving rise to the claim.

CLIENT agrees to use the DIGITAL ASSETS at their own risk. FLOOR 5 makes no warranties, express or implied, regarding the quality, fitness for a particular purpose, or non-infringement of intellectual property rights with respect to the DIGITAL ASSETS.

CLIENT assumes all responsibility for determining the suitability of the DIGITAL ASSETS for their intended use. FLOOR 5 shall not be held responsible for any errors, omissions, or inaccuracies in the DIGITAL ASSETS or any consequential damages arising from such errors, omissions, or inaccuracies.

CLIENT acknowledges that FLOOR 5's liability is limited to the extent permitted by applicable law and that the limitations and exclusions of liability provided in this agreement fairly allocate the risks between the parties.

TERMINATION

FLOOR 5 reserves the right to terminate this agreement in the event of a material breach by the CLIENT. A material breach includes, but is not limited to, the following:

1. Failure to make timely payment of the FEES as specified in this agreement.

2. Unauthorized sublicensing, transfer, or distribution of the DIGITAL ASSETS to third parties without the prior written consent of FLOOR 5.

3. Unauthorized modification, alteration, or manipulation of the DIGITAL ASSETS without the prior written permission of FLOOR 5.

4. Use of the DIGITAL ASSETS in a defamatory, offensive, or illegal manner.

5. Any other violation of the terms and conditions outlined in this agreement.

In the event of a material breach, FLOOR 5 shall provide written notice to the CLIENT specifying the breach and allowing a reasonable period for the CLIENT to rectify or cure the breach. If the CLIENT fails to rectify the breach within the specified period, FLOOR 5 may terminate this agreement immediately upon written notice to the CLIENT.

Upon TERMINATION of this agreement, all rights and licenses granted to the CLIENT shall cease, and the CLIENT shall immediately discontinue the use of the DIGITAL ASSETS. The CLIENT shall delete or destroy any copies of the DIGITAL ASSETS in their possession or control.

Termination of this agreement due to a breach shall not relieve the CLIENT from any outstanding payment obligations or any liability arising from the breach.

GOVERNING LAW AND JURISDICTION

This agreement shall be subject to and interpreted in accordance with the Canadian Copyright Act and other relevant copyright laws in force in Canada.

This agreement shall be governed by and construed in accordance with the laws of the Province of Quebec, Canada. Any disputes arising out of or relating to this agreement shall be subject to the exclusive jurisdiction of the courts of the Province of Quebec.

The parties agree that any legal action or proceeding arising out of or relating to this agreement shall be filed and conducted in the courts of the Province of Quebec, and the parties hereby consent to the personal jurisdiction and venue of such courts.

The parties further agree that any legal action or proceeding initiated by either party against the other party shall be brought within two (2) years after the cause of action accrues, failing which such action or proceeding shall be forever barred.

In the event of any conflict between the laws of the Province of Quebec and any other jurisdiction, the laws of the Province of Quebec shall prevail.

The parties agree that any legal documents, notices, or communications required or permitted under this agreement shall be in writing and shall be delivered personally, sent by registered mail, or transmitted by electronic means to the addresses provided by the parties.

ENTIRE AGREEMENT

Any modifications, amendments, or changes made to this agreement shall take effect immediately and apply to all future engagements and transactions between FLOOR 5 and the CLIENT. However, it is expressly acknowledged that such modifications or changes shall not supersede or invalidate any previous agreements or provisions that have been entered into by the parties.