1. 1. Overview

   1. This Customer Licence Agreement is entered into between you, the Customer, and Atiigo Media Inc. (which is doing business as and is referred to herein as “Arctic Stock”).  This Agreement governs the legal relationship between you and Arctic Stock and outlines the rights and permissions you may obtain in any photographs, images, vectors, moving images, animations, films, videos, visual works or other content  together with any associated keywords, metadata and/or titles (“Stock Media”) which you license from Arctic Stock. The Licence Fees and additional terms of use for Stock Media are set out in the Royalty Fee Schedule (see Pricing) which is hereby incorporated as part of this Agreement. 
   2. This Agreement governs any Stock Media you access or purchase from Arctic Stock through the website at www.arcticstock.ca (the “Arctic Stock Website”) or through other means. 
   3. This Agreement may be amended from time to time at Arctic Stock’s sole discretion.

2. 2. Arctic Stock’s Services & Licences

   1. Arctic Stock operates a content licensing service (the “Service”). Arctic Stock has been appointed as licensee by separate agreements with its Contributors to grant Licences in the Stock Media available on the Arctic Stock Website.
   2. Stock Media licensed from Arctic Stock may be used by you to create works incorporating licensed Stock Media (“Finished Products”). Your Finished Products may be used for business, advertising, education, editorial, journalistic, entertainment, product packaging, or other purposes as set out in the Royalty Fee Schedule (see Pricing).
   3. Complimentary Licence: means any limited licence granted by Arctic Stock in respect of any Stock Media designated and offered by Arctic Stock as Complimentary. Complimentary Stock Media may be offered to and used by a Customer on a no fee basis for test or placeholder purposes only, for up to one month from the date the Stock Media is received or downloaded by the Customer. Complimentary Licences will be granted only for low-resolution Stock Media which are marked with an Arctic Stock watermark or other notification of the limited Complimentary Licence.
   4. Royalty Free Licence: means any licence granted by Arctic Stock during the period of this Agreement in respect of any Stock Media designated and offered by Arctic Stock as Royalty Free.  Royalty Free Stock Media may be licensed to Arctic Stock’s Customers without limitations, for example, on the medium, industry, print run, purpose of use, or number of users.
   5. Rights Managed: means any licence granted by Arctic Stock during the period of this Agreement in respect of any Stock Media designated and offered by Arctic Stock as Rights Managed. Licence fees and royalty payments for Rights Managed Stock Media will be set by Arctic Stock based on file size, medium, industry, print run, purpose of use, number of users, or other criteria, including but not limited to the criteria referred to in the Royalty Fee Schedule (see Pricing).
   6. Premium and Standard Licence Fees: Royalty Free Licences and Rights Managed Licences may be offered and granted by Arctic Stock on a Standard Licence Fee or Premium Licence Fee basis as determined by Arctic Stock, at its sole discretion.
   7. Arctic Stock may, at its sole discretion, grant additional licences to permit broader use of Stock Media as defined in the Royalty Fee Schedule (see Pricing) or as negotiated by Arctic Stock and the Customer on a case by case basis. The Royalty Fee Schedule may be amended from time to time at Arctic Stock’s sole discretion and without notice to you.

3. 3. Permissions & Uses of Stock Media

   1. Nothing in this Agreement shall be taken to convey any rights, intellectual property rights, or propriety interest in the Stock Media other than the specific rights granted under the terms and conditions of this Agreement. All right, title and interest in and to the Stock Media, including, without limitation, copyright in the Stock Media, remain with the Contributors.
   2. Except as authorized by Arctic Stock under the terms set out in the Royalty Fee Schedule (see Pricing), any Licence granted under this Agreement is a single person licence authorizing only one natural person to use the Stock Media according to the terms of the Licence.
   3. Arctic Stock hereby grants you, subject to the terms and conditions in this Agreement, a limited, non-exclusive, non-transferable and non-sub-licensable, worldwide right and licence to use purchased Stock Media designated as Royalty Free in any and all media and for any purpose, subject to the limitations on the number of users, number of prints, product resale, and any other limitations established by Arctic Stock, as set out in the Royalty Fee Schedule (see Pricing).
   4. Arctic Stock hereby grants you, subject to the terms and conditions in this Agreement, a limited, non-exclusive, non-transferable and non-sub-licensable, worldwide right and licence to use purchased Stock Media designated as Rights Managed in accordance with limitations on the number of users, number of prints, medium, purpose of use, and any other limitations established by Arctic Stock as set out in the Royalty Fee Schedule (see Pricing). If you require multiple uses of Rights Managed Stock Media, or if Rights Managed Stock Media is to be used for multiple projects, an additional licence will apply.
   5. Use of Stock Media under a Complimentary Licence is limited to internal test or placeholder purposes only and Complimentary Stock Media cannot be used or incorporated in any final Finished Product or any publicly available materials. No other rights or warranties are granted for use of Stock Media under a Complimentary Licence.
   6. You may store the Stock Media in a digital library, network configuration or similar arrangement solely for the purpose of allowing the Stock Media to be viewed within your organization and by you or your client. Any Arctic Stock source credit, copyright notice or watermark must be retained. At the end of any applicable Licence period, or upon termination of this Agreement for any reason whatsoever, Stock Media must be permanently removed from any digital library, computer or other electronic storage system owned, managed or operated by you or on your behalf. Additional Licences must be obtained from Arctic Stock prior to any subsequent use of the Stock Media.

4. 4. Restricted Uses

   1. You may not remove from your digital copy of the Stock Media, Arctic Stock’s source credit and Stock Media identification reference which may appear in the Stock Media file. You will retain any Arctic Stock source credit, the name of the Contributor if applicable, and any other information or metadata (“Stock Media Information”) that is embedded in or provided with the electronic Stock Media file that comprises any Stock Media you have received from Arctic Stock. Failure to maintain the integrity of the Stock Media Information referred to in this Section 4.1 will be deemed to be a breach of this Agreement.
   2. Stock Media used for editorial purposes shall not be altered, except such Stock Media may be cropped or edited for technical quality, provided that the editorial integrity of the Stock Media is preserved.
   3. For the use of Stock Media for all other purposes, you may alter, crop, and manipulate the Stock Media provided any watermark, copyright notice, or source credit is not removed from the Stock Media or substantially altered.
   4. Stock Media may not be incorporated into any logo, trademark, crest, badge, or service mark.
   5. Stock Media may not be used as reference materials for any drawing, painting, art installation or other visual work without the prior written consent of Arctic Stock.
   6. Stock Media may not be used in a manner that is pornographic, defamatory, fraudulent, lewd, obscene or otherwise unlawful, including but not limited to in a manner that would infringe any third party intellectual property or privacy rights, whether directly, in context, or in combination with other materials.
   7. Upon reasonable notice to you, Arctic Stock may audit or inspect any records or accounts relating to your use of any Stock Media to ensure the Stock Media is being used in accordance with the terms of this Agreement.
   8. Stock Media may not be sublicensed, resold, displayed, or otherwise made available for use or distribution separately or detached from any Finished Product.
   9. You agree that the Stock Media offered and licensed by Arctic Stock possess special, unique and extraordinary character, and any unauthorized use of Stock Media may result in damages being sustained which are incapable of quantification. You agree that irreparable harm would be caused to Arctic Stock or its Contributors by such unauthorized use, and that injunctive relief may be appropriate in the event of breach of this Agreement.

5. 5. Arctic Stock’s Warranties

   1. Arctic Stock warrants that Arctic Stock’s Contributors have granted Arctic Stock all necessary rights in and to the Stock Media to grant the Licences defined in this Agreement.
   2. Arctic Stock guarantees that should any Stock Media have defects in material or workmanship, and provided you send notice to Arctic Stock in writing within one month of receiving the Stock Media, then Arctic Stock will, at its sole discretion, either replace the Stock Media with another digital copy free from defect, or refund all or a portion of the Licence Fee paid by you.
   3. Arctic Stock does not warrant the accuracy of any accompanying captions, keywords, tags, or meta data associated with the Stock Media. Arctic Stock expressly disclaims any liability for inaccurate, misleading, defamatory, insulting, offensive, infringing or unlawful content embedded within the keywords, tags, or metadata associated with the Stock Media.
   4. Arctic Stock makes no other warranty, express or implied, including, without limitation, any implied warranties of merchantability or fitness for any particular purpose, or any warranty that Stock Media is not in the public domain.
   5. Arctic Stock makes no representations or warranties whatsoever as to the existence or validity of any releases associated with the Stock Media.
   6. Arctic Stock makes no representations or warranties whatsoever with respect to the use of names, trademarks, logos, uniforms, registered or copyrighted designs or artistic works depicted in the Stock Media.
   7. It is your responsibility to ensure that all necessary releases have been obtained for the use you wish to make of the Stock Media and any Licence granted under this Agreement is subject to such releases being obtained. Failure or refusal by you to secure the relevant releases for will be deemed to be a breach of this Agreement and a breach of intellectual property rights, for which you shall be solely liable and for which you shall indemnify and hold harmless Arctic Stock, its Contributors, and their respective parents, subsidiaries, successors, assigns, and all employees and agents. This indemnification is in addition to, not in lieu of any other indemnification under this Agreement.
   8. This Section 5: Warranties shall survive the expiration or termination of this Agreement.

6. 6. Licence Fees

   1. The Licence Fee for the Stock Media depends on the nature of the rights granted, the technical quality of the Stock Media and other criteria and limitations as set out in the Royalty Fee Schedule (see Pricing) and as determined by Arctic Stock in its sole discretion. You agree to pay the Licence Fee set out in any invoice or bill provided by Arctic Stock to you.
   2. You agree to notify Arctic Stock in the event that you desire to expand the usage for the Stock Media beyond the terms of the purchased licence and you agree to pay any additional Licence Fee required. Use of Stock Media in a manner not specifically authorized under the terms set out in this Agreement is a breach of this Agreement and may additionally be infringement of copyright and/or other intellectual property rights.
   3. All Licence Fees are payable before receipt of Stock Media under a Royalty Free or Rights Managed Licence. At its discretion, Arctic Stock may provide you Stock Media before payment of Licence Fees under a Complimentary Licence.
   4. You are responsible for paying any and all applicable sales taxes, use taxes, value added taxes, customs and duties imposed by any jurisdiction as a result of the Licence granted to you, or your use of the Stock Media. Any and all such taxes, dues, or fees are in addition to the Licensee Fees payable under this Agreement.

7. 7. Termination

   1. Should you breach any term of this Agreement, or fail to provide full payment for Stock Media, Arctic Stock shall have the right to terminate this Agreement, including terminating any Licences granted to you under this Agreement, without prior notice to you.
   2. Should you breach any term of this Agreement, Arctic Stock reserves the right to pursue all remedies available including, but not limited to, remedies for breach of contract and infringement of copyright. Upon termination of this Agreement, neither you nor any other person or entity covered by any Licence granted under this Agreement shall have any further right to make any use of the Stock Media including Stock Media that has been incorporated into any Finished Products. Upon termination of this Agreement, you shall return to Arctic Stock or destroy, at Arctic Stock’s election, any Stock Media in your possession or control.

8. 8. Indemnification

   1. You agree to indemnify and hold harmless Arctic Stock, its Contributors, its parents, subsidiaries, successors, assigns, and all employees and agents from and against any suits, claims, losses, demands, liabilities, damages, costs and expenses (including costs, reasonable lawyers’ fees and reasonable investigative costs) in connection with any suit, demand or action by any third party arising out of, or resulting from any negligence, willful misconduct, or breach of this Agreement by you, or arising out of any unauthorized use, or allegedly unauthorized use of any Stock Media, or of the depiction of any person or thing contained in any Stock Media supplied to you by Arctic Stock.
   2. Arctic Stock shall indemnify and hold you harmless from and against any suits, claims, losses, demands, liabilities, damages, costs and expenses (including costs, reasonable lawyers’ fees and reasonable investigative costs) in connection with any suit, demand or action by any third party arising out of or resulting from a third party claim attributable to any negligence, willful misconduct or breach of this Agreement by Arctic Stock.
   3. All indemnification obligations in this Agreement are conditioned upon the party seeking indemnification promptly notifying the indemnifying party of any claim or liability of which the party seeking indemnification becomes aware (including a copy of any related claim, summons, notice or other instrument), cooperating with the indemnifying party in the defense of any such claim or liability (at the indemnifying party’s expense), and not compromising or settling any claim or liability without prior written consent of the indemnifying party.
   4. This Section 8: Indemnification shall survive the termination of this Agreement.

9. 9. Limitation of Liability

   1. Arctic Stock’s liability for negligence or breach of any provision of this Agreement shall be limited to the Licence Fee received by Arctic Stock from the Customer for the Stock Media.
   2. Notwithstanding any other provision of this Agreement, neither Arctic Stock nor its Contributors shall be liable to you or any other person or entity, by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement, for any consequential, special, indirect, or incidental damages (including, but not limited to, loss of use, income, profits, financing or reputation), arising out of, or related to, this Agreement (whether caused by the negligence of Arctic Stock, its servants or agents or otherwise) even if Arctic Stock has been advised of the possibility of such damages, costs or losses.
   3. This Section 9: Limitation of Liability shall survive the termination of this Agreement.

10. 10. Arctic Stock’s Intellectual Property and Confidential Information

    1. Arctic Stock’s Intellectual Property (IP) refers to all of Arctic Stock’s trade names, domain names and trademarks which include ATIIGO, ARCTIC STOCK, or arcticstock.ca, and copyright in the Arctic Stock Website and any Release, agreement, guideline, or other website provided by or on behalf of Arctic Stock.  You agree not to challenge the validity or use of Arctic Stock’s IP.  You acknowledge that this Agreement does not grant you any rights of ownership or any permission to use Arctic Stock’s IP without the prior written consent of Arctic Stock. 
    2. Except for the display of “Arctic Stock” within a credit, copyright notice, or watermark which may apply to the Stock Media, you agree that you will not use any of Arctic Stock’s IP, or any trademarks, trade names or domain names confusingly similar to Arctic Stock’s IP, to advertise or promote any products or services or Stock Media licensed from Arctic Stock, or as part of any trademark, trade name, social media handle, meta tag, keyword, or business name, without the prior written consent of Arctic Stock.
    3. You agree that you will not use Arctic Stock’s IP in a manner which would be likely to depreciate the goodwill Arctic Stock holds in its IP, or which would be unlawful, including, but not limited to, use in pornographic or defamatory materials, or use in unsolicited electronic communications.
    4. You agree that you will maintain in trust and strict confidence any and all confidential information including but not limited to pricing, technical and marketing data (“Confidential Information”) communicated to you pursuant to this Agreement. You acknowledge that such Confidential Information encompasses valuable trade secrets which are proprietary to Arctic Stock and its Contributors. Upon termination of this Agreement for any reason, you will make no further use of any Confidential information received from Arctic Stock and you will destroy, return to Arctic Stock, or keep such Confidential Information secret and in trust for Arctic Stock. You shall not use or disclose such Confidential Information without Arctic Stock’s prior written consent.

11. 11. Copyright Infringement

    1. You will immediately notify Arctic Stock if you become aware or suspect that any third party: (i) has gained access to the Stock Media through you, (ii) is wrongfully using the Stock Media, in whole or in part, or (iii) is violating any intellectual property rights of Arctic Stock or its Contributors, including, but not limited to, trademarks and copyrights.
    2. You shall not proceed with legal action against an alleged infringer in respect of the Stock Media without notice to and the express written consent of Arctic Stock.
    3. Arctic Stock has the right, but not the obligation, in its sole discretion, to take any actions, including pursuing legal action, against any alleged infringer to protect its rights in the Stock Media.

12. 12. Notices

    1. Any notice or other communication required or permitted to be given hereunder shall be in writing and may be sent by email, facsimile, or mail. Notice shall be deemed to have been received two business days after the postmarked date thereof if the notice is sent by mail.  If faxed or emailed, notice shall be deemed to have been received on the next business day following dispatch and acknowledgment of receipt by the recipient’s fax machine or email server.
    2. You are responsible for ensuring your contact information with Arctic Stock is accurate and up-to-date

13. 13. Miscellaneous

    1. The relationship of the parties is that of licensor and licensee. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties.
    2. This Agreement may be modified or amended at Arctic Stock’s sole discretion. You agree to be bound by such changes.
    3. The terms of this Agreement shall be governed and construed in accordance with the applicable laws of Nunavut and Canada. The parties attorn to the jurisdiction of the Courts of Nunavut and the Federal Court of Canada in respect of the resolution of any dispute arising hereunder, should it become necessary.
    4. This Agreement shall be binding on and inure to the benefit of all successors and assigns of the Parties.
    5. Any waiver by either Party of any default or breach under this Agreement shall not constitute a waiver of any other provision of this Agreement or of any subsequent default or breach of the same or of a different kind.
    6. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable for any reason, such provision is fully severable and the remaining provisions of this Agreement shall remain in full force and effect.
    7. These written terms embody the entire Agreement between the Parties and supersede any and all prior understandings, arrangements and/or agreements, whether written or oral.

By accepting this agreement, you warrant that you are at least 18 years of age and that you have the the full right, power and authority to enter into this agreement on you behalf, or on the behalf of the company for which the account was created, and to fully perform the obligations under this Agreement. By purchasing any Stock Media, you agree to be bound by the terms of this Agreement.