Terms of use

TERMS AND CONDITIONS FOR LOCATION SERVICES

These Terms and Conditions are the terms and conditions applicable to all equipment rental services provided by MELS STUDIOS AND POSTPRODUCTION G.P. (hereinafter “MELS”) to the Customer (the “Customer”).

Rental Services Description

The Customer rents from MELS the equipment (the “Equipment”) described in the exit voucher issued by MELS and signed by the Customer (the “Voucher”), according to the rates indicated in the Voucher, and for the rental period indicated in the Voucher (the “Duration”). All Equipment not specifically and expressly indicated on the Voucher is excluded from the rental. The Customer must sign all Vouchers before taking possession of the Equipment.

Equipment Acceptance

The Customer declares that it has examined the Equipment, or has had a reasonable opportunity to examine the Equipment, and has preferred not to do so, and acknowledges that the Equipment has been delivered to it, that it has accepted the Equipment, and that it is in good working order. The Customer must disclose to MELS' authorized representative any damage it observes to the Equipment at the time of taking possession, failing which the Equipment shall be deemed to be free of any damage whatsoever. The Customer declares that the Equipment is suitable and sufficient in all respects for the purposes for which it is intended.

Equipment Custody and Care

The Customer shall, at its own expense, during the Term, keep and preserve the Equipment in its custody in a safe place, and maintain it in good working order. The Customer agrees that the Equipment shall not be moved to any place other than the address indicated on the Voucher (the “Authorized Location”), by air or otherwise, without the prior written consent of MELS. MELS may, at any time, enter the Authorized Location in order to examine the condition and state of the Equipment, and verify that its use is in compliance. The Customer is solely responsible for the Equipment and for all risks of damage, theft or loss of the Equipment during the Term. The Customer must notify MELS immediately of any damage or loss affecting the Equipment. Upon receipt of such notice, MELS may, at its discretion, without prejudice to its other rights and remedies, and without admission of liability, require, in whole or in part from the Customer: (A) immediate return of the Equipment at the Customer's expense; (B) payment of repair costs; (C) payment of the replacement value established on the day of the loss or damage; or (D) payment of an amount equivalent to the loss of income.

Equipment Transport

Unless otherwise specified in the Voucher, the Customer shall be responsible for all transportation costs of the Equipment, including transportation to the Authorized Location when taking possession of the Equipment and when returning the Equipment to the MELS premises. Regardless of the identity of the carrier, the Customer remains responsible for any loss or damage caused to the Equipment during transport.

Equipment Use

The Customer declares that it is aware of the manner and conditions in which the Equipment must be used, and undertakes to ensure that both it as well any resources making use of it comply with them. The Customer shall not himself, or authorize others to: (A) modify the Equipment; or (B) remove, alter, distort or cover any numbering, lettering or insignia affixed to the Equipment.

Equipment Return

The Equipment must be returned to MELS in the same condition the Customer accepted it in, excepted for normal wear: (A) before 10 a.m. on the return date indicated on the Voucher; or (B) immediately on the termination date of any Voucher. In the event of late return of Equipment, MELS reserves the right to charge the Customer a fee equivalent to the daily rental rate for Equipment not returned, plus an administrative fee of 10 % (the “Late Return Fee”).

If the Equipment is not returned for any reason (including, but not limited to, loss, destruction, theft or force majeure) or is returned damaged, the Customer shall pay MELS, at its option, cumulatively or not: (A) the reasonable cost of repairs, as determined by MELS; (B) the cost of replacing the Equipment at replacement value; or (C) a charge equivalent to the Late Return Fee until the Equipment can be leased back by MELS. The Customer must be present when the returned Equipment is checked and counted. Acceptance by MELS of Equipment returned by Customer shall not be construed as a waiver by MELS of any of its other rights and remedies hereunder or at law, including, but not limited to, any claim for late delivery, damage to or loss of Equipment.

Insurance

The Customer undertakes to maintain the following insurances for the duration of the rental services: (A) public liability insurance with a minimum limit of $ 5,000,000 per event covering the activities of the Customer, its employees and subcontractors, and in which MELS must be named as an additional insured; (B) all-risk insurance covering at least the full replacement value of the Equipment, in particular against any direct or indirect loss, theft or damage. Such insurance shall waive the right of subrogation against MELS, its employees and subcontractors. An insurance certificate specific to MELS must be provided on request. Deductibles are the sole responsibility of the Customer.

Equipment Ownership

The Equipment remains the exclusive property of MELS at all times. The Customer's rights are limited to the temporary rental of the Equipment, in strict compliance with these Terms and Conditions. Nothing herein shall be construed as transferring to the Customer any right or title whatsoever in the Equipment. The Customer agrees not to remove or cover the label or nameplate on the camera or Equipment indicating MELS ownership.

If any of the Equipment is used for filming or photography, in whole or in part, of an audiovisual work, the Customer agrees that MELS shall receive on-screen credit in the closing credits, in the following form or any other form requested by MELS or mutually agreed upon by the parties: “Camera and lenses supplied by MELS Studios and Postproduction G.P.”. MELS may mention, free of charge, on its website and in any media it deems appropriate, that the Customer is its customer and, on this occasion, indicate the Equipment and production covered by the rental and any other information it deems appropriate.

Liens

The CLIENT may not incur or authorize the incurring of any charge, lien, security interest, levy or mortgage (collectively a “Lien”) on or against all or part of the Equipment. The Customer must notify MELS immediately if a Lien is issued on or against all or part of the Equipment, or if the Equipment is subject to or threatened with seizure. MELS may, at its discretion, without prejudice to its other rights and remedies, and without liability: (A) require the Customer to immediately release, at its own expense, any Lien affecting the Equipment; or (B) release any Lien affecting the Equipment, and claim reimbursement from the Customer of all corresponding costs incurred by MELS for the release of such Liens.

Rental Cancellation

The Customer may cancel its rental of the Equipment by giving MELS written notice to that effect, subject to the following penalties, which are variable, depending on the date of receipt by MELS of such notice:

Less than 24 hours before the start of the rental of the Equipment specified in the Voucher: 100 % of the rental price of the cancelled Equipment.

Between 24 and 48 hours before the start of the Equipment rental period specified in the Voucher: 70 % of the rental price of the cancelled Equipment.

More than 48 hours before the start of the Equipment rental period specified in the Voucher: 25 % of the rental price of the cancelled Equipment.

Billing

All Equipment rental fees exclude applicable taxes. Unless otherwise agreed with MELS, all new Customers must open an account and complete a credit application in advance for billing purposes. Unless otherwise specifically agreed with MELS, all fees indicated on the Voucher are payable within 30 days of the invoice date, in Canadian currency, subject to the Customer's credit approval (the “Payment Term”). No additional delay will be granted. MELS reserves the right, at any time: (A) to grant or refuse credit terms to the Customer, including the right to revoke any credit terms previously granted; (B) to issue invoices for any rental covered by a Voucher upon the signature of the Voucher; (C) to require a deposit prior to the rental of the Equipment; and (D) to require the Customer to provide any documents or information regarding the structure of the project for which the Equipment is being rented. Any invoice not paid by the last day of the Payment Term will bear interest of 19.56 % per annum, calculated monthly at a rate of 1,5 %. If an invoice remains unpaid for more than 90 days, the associated account may be blocked until the situation is rectified. Furthermore, if MELS uses the services of a professional to collect the amounts owed to it, MELS reserves the right to add to the invoice and claim from the Customer an additional amount of 15 % of the unpaid balance representing the applicable collection fees. The Customer may not invoke non-receipt of invoices to justify non-payment. Any additional amount billed by MELS shall be deemed to represent fair compensation for the rental of the Equipment, to the benefit and advantage of the Customer. Rates and payment terms are based on credit information at the time of rental. In the event of a change in this information, the Customer acknowledges that MELS may revise the rates and terms of payment upon simple notice.

Compensation

Without prejudice to its other rights and recourses, MELS reserves the right to offset any amount owed by the Customer to MELS against any amount owed by Groupe TVA Inc., its subsidiaries or any other company affiliated with MELS to the Customer, so that only the net difference will be payable.

Representations and Warranties

The Customer represents and warrants, on behalf of itself and its employees and subcontractors that: (A) it is a duly incorporated entity, fully authorized to operate in accordance with applicable laws; (B) it holds all rights, licenses, authorizations necessary to enter into this Agreement, execute the Voucher and rent the Equipment; (C) it has obtained all necessary permits and licenses to use the Equipment; (D) it has the experience and knowledge to use the Equipment safely, and will ensure that only trained resources use the Equipment; (E) the performance of the Voucher does not violate any agreement, act or arrangement, verbal or written, to which it is a party; (F) it will use the Equipment in accordance with all applicable laws, regulations, codes and standards including all safety rules; (G) it will comply with MELS' current and all updated applicable Code of Ethics and corporate policies; and (H) it will not make careless or reckless use of the Equipment. MELS represents and warrants that it is a duly incorporated company with all necessary power and authority to enter into this Agreement.

Liability

The Customer agrees to take up the defence of MELS, its subcontractors, their employees, directors, representatives and affiliated, related and connected companies (collectively the “Indemnified Parties”), from and against any and all actions, suits, demands, claims, delays, failures to meet schedules, costs and damages of any nature whatsoever in connection with the rental of the Equipment, including, without limitation: (A) compliance with laws, codes, standards and regulations; (B) intellectual property rights; (C) proprietary rights of any kind; (D) inaccuracies in its representations, warranties and obligations; and (E) use or operation of the Equipment. Notwithstanding the foregoing, no settlement shall be entered into by the Customer without the consent of MELS, acting reasonably.

Limitation

Except as otherwise provided in the Voucher or in the event of gross misconduct, willful misconduct, or gross negligence, and always to the fullest extent permitted by law, the Customer acknowledges that MELS shall have no obligation nor incur any liability, statutory or contractual, and shall not be liable for damages of any kind (including direct, indirect, special, incidental or consequential damages or damages for loss of profits, business interruption or loss of data) and makes no warranties of any kind, express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, or arising from commercial practices or uses in relation to: (A) loss of revenue, profit, earnings and any other direct, indirect, consequential or incidental damages in connection with the Equipment; (B) any force majeure event; (C) the profitability, results, scope and effectiveness of the Equipment; (D) the quality of the Equipment and its fitness for a specific purpose, unless otherwise specified in the Purchase Order; (E) compliance with legal standards; and (F) all inherent risks, including those of storage and shipment of the Equipment. MELS (INCLUDING THE INDEMNIFIED PARTIES) SHALL NOT BE LIABLE TO THE CUSTOMER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF THE CUSTOMER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OUT OF THE PERFORMANCE OR NON-PERFORMANCE OF THE RENTAL AND ANY STIPULATION HEREOF (INCLUDING DAMAGES SUSTAINED BY THIRD PARTIES). In all cases, MELS and the Indemnified Parties’ liability shall not exceed 50 % of the rental rates for the Equipment, and the limitations and exclusions apply even if MELS or the Indemnified Parties knew or should have known of the possibility of such damages.

Force Majeure

Force majeure events include wars, weather storms, floods, strikes, lockouts, mass layoffs, fires, interruptions of audio, visual or computer signals caused by emergency, computer attack, technical or security breakdowns, collective necessities, municipal, provincial or federal government requests or for any reason beyond the control of MELS, including labour disputes, technical or computer difficulties, vandalism, or loss or theft of Equipment prior to the start of the rental period. A party may not be in default due to a force majeure event that prevents it from fulfilling its obligations. In the event that MELS is unable, due to a force majeure event, to supply the Equipment, MELS may, at its discretion, in whole or in part: (A) rent the Equipment at a later date and, if necessary, adjust the charges set out in the Voucher; (B) rent the Equipment from a third party and, if necessary, adjust the charges set out in the Voucher; (C) modify the Equipment and, if necessary, adjust the charges set out in the Voucher; or (D) deduct from the charges an amount proportional to the Equipment that cannot be rented. The Customer shall not be released from its obligation to pay the fees for the duration of the force majeure event, and the Customer may not claim any other compensation or remedy from MELS, including any payment of damages, the aforementioned measures being the only available remedies and excluding all other remedies.

Suspension

Without prejudice to its other rights and remedies, and without liability, MELS reserves the right to suspend the rental of the Equipment, in the event of (A) the Customer's failure to pay invoices when due; (B) the Customer exceeding its authorized credit limit under specific terms and conditions; (C) the Customer being in default of any term or condition hereof; or (D) the sale of the Customer's assets or shares.

Termination

MELS may terminate, at its discretion, any Voucher upon 10 days' written notice to the Customer. Either party may terminate any Voucher by written notice to the other party if the other party: (A) becomes or is declared insolvent or bankrupt; (B) becomes subject (voluntarily or involuntarily) to any proceedings for bankruptcy, insolvency, receivership or liquidation; or (C) defaults in the performance of its obligations and such default is not remedied within 10 days of written notice to do so.

Notice

Any notice given by either party hereto shall be in writing and sent to the other party by registered mail, to the address indicated on the Voucher, and such notice shall be deemed to have been received on the next business day. The Customer must also send, under penalty of nullity, a copy of any notice of default to [email protected]

Assignment

The Customer may not transfer, assign, lease, sublease or otherwise dispose of the Equipment, the Voucher, including any rights thereto, without MELS' prior written consent. MELS may entrust to third parties the performance of all or part of certain services necessary to fulfill its obligations under any Voucher or these Terms and Conditions, and may assign and transfer to a third party of its choice the Voucher and the corresponding receivables.

Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of the Province of Québec. The parties agree to submit to the exclusive jurisdiction of the courts of the Province of Québec.

No Waiver

In the event of a breach of these Terms and Conditions by one of the parties, the fact that the party does not assert its rights in relation to the clause in question shall not be considered as a waiver on its part to do so in the future. The Customer waives the application of Section 2125 et seq. of the Civil Code of Québec.

Severability

Any clause of these Terms and Conditions which is found to be void, invalid, unenforceable or of no force or effect, in whole or in part, shall be severed from these Terms and Conditions, and shall be deemed not to affect the remaining clauses set forth in these Terms and Conditions, which shall remain in full force and effect to the fullest extent permitted by applicable law.

Entire Agreement

These Terms and Conditions and the Voucher constitute the entire agreement between the parties with respect to the rental of the Equipment, and supersede all written or oral agreements, discussions, arrangements or negotiations. Except as expressly stipulated herein, no modification to the Terms and Conditions or the Voucher shall be binding upon the parties unless made in writing and signed.

Survival

The sections relating to Intellectual Property, Limitation, Liability and any other clause of these Terms and Conditions or the Voucher which, by their nature, are intended to survive termination or expiration of the Voucher, shall survive termination or expiration of the Voucher.

Relationship Between the Parties

This Agreement does not constitute, and shall not be deemed to constitute, a partnership or joint venture between the parties, and neither party nor their respective directors, officers, employees or agents shall, on the grounds of the performance of their obligations, be deemed to be an agent or employee of the other party. The Customer acknowledges that MELS may enter into project agreements with companies competing with the Customer.

Successors

These Terms and Conditions apply to the benefit of the parties and their successors, assigns, heirs, and transferees.

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TERMS AND CONDITIONS FOR POST-PRODUCTION SERVICES

The present Terms and Conditions are the terms and conditions applicable to all cinematographic services other than those related to the rental of studios or Equipment provided by MELS STUDIOS AND POSTPRODUCTION G.P. (hereinafter “MELS”) to the Customer (the “Customer”) using the Material provided by the Customer to MELS and/or the Material provided by MELS to the Customer as part of or in connection with the provision of the services hereunder (collectively the “Material”).

Services Description

The Customer retains the services of MELS as described and according to the rates indicated in the quotation sent to the Customer (the “Quotation”) or in the annual price list approved by the parties (the “Price List”) (collectively the “Services”). All elements not specifically and expressly indicated in the Quotation are excluded from the Services, including the supply of all source material used or necessary for the development of the Services, as well as all creative material proposed to the Customer and not retained for the purposes of the Services. Prices also exclude all shipping costs and customs brokerage fees, for which the Customer is solely responsible. In addition, any Services verbally requested by the Customer, and which MELS agrees to provide, are also governed hereby and billed to the Customer, at the rate determined by MELS based on its understanding of the Customer's needs. Notwithstanding any stipulation to the contrary, MELS may refuse to provide Services if it has reasonable grounds to do so, including if the Material contains misleading, indecent, defamatory, illegal, or otherwise harmful aspects.

Defective Material

The Customer authorizes MELS to process any Material that MELS considers to be defective, showing film shrinkage or in an unusual condition. If MELS should correct the aforementioned Material in any way, MELS is authorized to invoice the Customer for the costs applicable to its repair, including, in particular, the cost of both the labour and the laboratory products used, in accordance with the “Addition of Services” section. However, MELS is under no obligation to correct the aforementioned Material and cannot be held liable for its refusal or inability to do so.

Customer-Supplied Material

The Customer shall provide MELS (where applicable) with the Material specified in the Quotation or mutually agreed for the provision of the Services. This Material must comply with MELS' technical standards and be delivered in accordance with the schedule indicated by MELS, failing which, MELS may invoice the Customer for the resulting costs. MELS declines all responsibility in the event of non-compliance with the delivery schedule for Services by the Customer. Any Material may be refused, and Services suspended, if MELS is of the opinion that the Material is of poor quality, in which case MELS shall notify this to the Customer. If the Material does not meet the required technical Quotation, MELS has the right, but not the obligation, to modify it in order to make it technically compliant, to charge the costs thereof, and to demand reimbursement of expenses not provided for in the Quotation in connection with the modifications made to make it compliant. The Customer grants MELS a non-exclusive license to use the Material as part of the Services. When MELS uses the Material provided by the Customer, MELS undertakes to take reasonable precautions, but assumes no liability to the Customer for loss of or damage to such Material.

Material Storage

Unless otherwise agreed with MELS, and provided that the Material is not subject to an escrow agreement or pledgeholder agreement, and that MELS is not required to retain the Material under any multi-party agreement relating to the Material, the Material will be stored by MELS free of charge during the term of the Services and will be vaulted by MELS at the end of the Services. MELS will invoice the Customer at the rate in effect at the time the Material is vaulted and, thereafter, a monthly storage fee will be charged to the Customer. If the Customer wishes the Material to be returned, they must request it in writing to MELS within 7 days of the end of the Services (the “Request for Return”). Upon receipt of a Request for Return, MELS: (A) will make the Material available for collection by the Customer; or (B) will return the Material at the Customer's expense and risk to the address specified by the Customer in the Return Request. When no Request for Return is made, MELS may, without further formality and at its sole discretion, dispose of or destroy it.

Access to Vaulted Material

When MELS stores Material in accordance with Section 4 hereof and the Customer wishes to allow access to a third party, the Customer must have the third party sign the MELS Model Laboratory Access Letter attached hereto as Appendix A.

Quotation Adjustment

Unless otherwise indicated in the Quotation or Price List, MELS' rates are not packages, but rather an estimate of the cost of the Services. The final rate invoiced for the Services provided by MELS to the Customer may therefore vary, depending on the number of products, services, hours, or days required to perform the Services, according to the rates indicated in the Quotation, the Price List or according to MELS' current price list. The Customer is responsible for paying MELS the rate indicated on the last invoice sent during or at the end of the Services. MELS reserves the right to adjust the Quotation and corresponding rates if the Customer delivers any Material to MELS on a weekend or statutory holiday, with the understanding that the Customer must make prior arrangements with MELS to confirm its availability to receive such Material and that MELS is under no obligation to accept it.

Addition of Services

If, during the performance of the Services, the Customer requests modifications in order to add Services not initially provided for in the Quotation or Price List, MELS may, but is not obliged to, agree to perform them, with the understanding that the rates will be adjusted and deemed to be part of the Services. When MELS agrees to modify the Quotation or Price List, such acceptance of modification shall not become an acquired right for the benefit of the Customer for future projects, and may not be used against MELS in future negotiations for other projects. Notwithstanding the foregoing, MELS may make minor modifications to the Services from time to time, provided that such modifications do not change the value of the Services, and that MELS must notify the Customer.

Work Session Cancellation and Termination

If a Customer cancels a work session, MELS may charge the Customer the following amounts:

Less than 24 hours' notice: 100 % of the cancelled session’s price.

Between 24 and 48 hours: 70 % of the cancelled session’s price.

Between 48 and 72 hours: 25 % of the cancelled session’s price.

More than 72 hours: no penalty.

For greater clarity, the calculation of notice times is based on Monday to Friday business hours, excluding weekends and statutory holidays. Any cancellation for a weekend or Monday work session must be requested by the Customer from MELS by e-mail before 5 p.m. on the preceding Thursday, failing which, 100 % of the session fee will be charged.

MELS may terminate, at its discretion, any Quotation upon 10 days written notice to the Customer. Either party may terminate any Quotation by written notice to the other party if the other party: (A) becomes or is declared insolvent or bankrupt; (B) becomes subject (voluntarily or involuntarily) to any proceedings for bankruptcy, insolvency, receivership or liquidation; or (C) defaults in the performance of its obligations and such default is not remedied within 10 days of written notice to do so.

Billing

All fees for Services exclude taxes. Unless otherwise agreed with MELS, all new customers must open an account and complete a credit application in advance for billing purposes. Unless otherwise agreed with MELS, all fees indicated in the Quotation are payable within 30 days of the invoice date, in Canadian currency, subject to the Customer's credit approval (the “Payment Term”). No additional delay will be granted. MELS reserves the right, at any time: (A) to grant or refuse credit terms to the Customer, including the right to revoke any credit terms previously granted; (B) to issue invoices for the Services covered by the Quotation upon signature of the Quotation; (C) to require a deposit prior to the performance of the Services; and (D) to require the Customer to provide any documents or information regarding the structure of the project for which MELS Services are requested. Any invoice not paid by the last day of the Payment Term will bear interest of 19.56 % per annum, calculated monthly at a rate of 1,5 %. If an invoice remains unpaid for more than 90 days, the associated account may be blocked until the situation is rectified. Furthermore, if MELS uses the services of a professional to collect the amounts owed to it, MELS reserves the right to add to the invoice and claim a reasonable additional amount for the applicable collection fees. The Customer may not invoke non-receipt of invoices to justify non-payment. Any additional amount billed by MELS is deemed to represent fair compensation for Services provided, to the benefit and advantage of the Customer. Rates and payment terms are based on credit information at the time the Customer retains the Services. In the event of a change in this information, the Customer acknowledges that MELS may revise the rates and terms of payment upon notice.

Compensation

Retention

In accordance with Section 1592 of the Civil Code of Québec, the Customer acknowledges that MELS has the right to retain any Material it holds on the Customer's behalf until full payment of any amount owed by the Customer to MELS.

Insurance

During the provision of the Services, the Customer undertakes to maintain the following insurances: (A) public liability insurance with a minimum limit of $ 5,000,000 per occurrence covering the activities of the Customer, its employees and subcontractors, and in which MELS must be named as an additional insured; (B) all risk insurance covering the Material and all items belonging to or under the responsibility of the Customer, against direct or indirect loss, theft or damage. Such insurance shall waive the right of subrogation against MELS, its employees and subcontractors. An insurance certificate specific to MELS must be provided on request. Deductibles are the sole responsibility of the Customer.

Representations and Warranties

The Customer represents and warrants on behalf of itself, its employees and subcontractors, that: (A) it is a duly incorporated entity, fully authorized to operate in accordance with applicable laws; (B) it holds all necessary rights, licenses, and authorizations in the Material for the purpose of providing the Services, and that it will provide, upon request, proof thereof to MELS; (C) the Material provided to MELS does not violate or infringe upon the intellectual property, privacy, image or reputation of any individual or entity; (D) the Material submitted complies with all applicable laws, regulations, codes and standards; (E) it has the full power and authority to retain the Services of MELS; and that (F) it will comply with MELS' current and all updated applicable Code of Ethics and corporate policies. MELS represents and warrants that it is a duly incorporated company with all necessary power and authority to enter into this Agreement.

Liability

The Customer agrees to take up the defence of MELS, its subcontractors, their employees, directors, representatives and affiliated, related and connected companies (collectively the “Indemnified Parties”), from and against any and all actions, suits, demands, claims, delays, failure to meet schedules, costs and damages of any nature whatsoever in connection with the Services and the Material including, without limitation, in relation to: (A) compliance with laws, codes, standards and regulations; (B) respect for intellectual property rights; (C) respect for privacy, image and reputation; (D) respect for property rights of any kind; and (E) inaccuracy of representations, warranties and obligations. Notwithstanding the foregoing, no settlement shall be entered into by the Customer without the prior consent of MELS, acting reasonably.

Limitation

Except as otherwise provided in the Quotation or Price List or in the event of gross misconduct, willful misconduct, or gross negligence, and always to the fullest extent permitted by law, the Customer acknowledges that MELS shall have no obligation nor incur any liability, statutory or contractual, and shall not be liable for damages of any kind (including direct, indirect, special, incidental or consequential damages or damages for loss of profits, business interruption or loss of data) and makes no warranties of any kind, express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, or arising from commercial uses regarding: (A) the illegal or unauthorized reproduction, distribution or use of the Material and Services, regardless of its author; (B) claims and remedies brought by any person claiming to be injured in any way by the Material or Services; (C) loss of revenue, profit, earnings and any other direct, indirect, consequential or incidental damages in connection with the Material and Services; (D) any force majeure event; (E) the profitability, results, scope and effectiveness of the Material and Services; (F) the quality of the Material and Services and their fitness for a specific purpose unless otherwise specified in the Quotation; (G) compliance with legal standards; (H) any loss, damage, destruction or theft of all or part of the Material, with the understanding that the Customer is responsible for keeping a backup copy of the Material, and that MELS disclaims all liability in this regard; and (I) all inherent risks, including those of storing and shipping the Material. MELS (INCLUDING THE INDEMNIFIED PARTIES) SHALL NOT BE LIABLE TO THE CUSTOMER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF THE CUSTOMER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OUT OF THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, THEIR COMPONENTS AND ANY STIPULATION HEREOF (INCLUDING DAMAGES SUSTAINED BY THIRD PARTIES). In no event shall the liability of MELS or the Indemnified Parties exceed 50 % of the fees for the Services, and the limitations and exclusions apply even if MELS or the Indemnified Parties knew or should have known of the possibility of such damages.

Force Majeure

Force majeure events include wars, weather storms, floods, strikes, lockouts, mass layoffs, fires, interruptions of audio, visual or computer signals caused by emergencies, computer attacks, technical or security breakdowns, collective necessities, municipal, provincial or federal government requests or for any reason beyond the control of MELS including labour disputes, technical or computer difficulties, total or partial disability of talent, vandalism, or loss or theft of Material. A party may not be in default due to a force majeure event that prevents it from fulfilling its obligations. In the event that MELS is unable, due to a force majeure event, to provide the Services, MELS may, without reduction of charges or liability, at its discretion, in whole or in part: (A) produce the Services at a later date and, if necessary, adjust the fees provided for in the Quotation; (B) have the Services produced by a third party and, if necessary, adjust the fees provided for in the Quotation; (C) modify the Services and, if necessary, adjust the fees provided for in the Quotation; or (D) deduct from the fees an amount proportional to the Services that cannot be produced. The Customer shall not be released from its obligation to pay the fees for the duration of the force majeure event, and the Customer may not claim any other compensation or remedy from MELS, including any payment of damages, the aforementioned measures being the only available remedies and excluding all other remedies.

Suspension

Without prejudice to its other rights and remedies and without liability, MELS reserves the right to suspend the provision of the Services in the event of: (A) the Customer's failure to pay invoices when due; (B) the Customer exceeding its authorized credit limit under specific terms and conditions; (C) the Customer being in default of any term or condition hereof; or (D) the sale of the Customer's assets or shares.

Termination

MELS may terminate, at its discretion, any Quotation or Price List upon 10 days prior written notice to the Customer. Either party may terminate any Quotation or Price List by written notice to the other party if the other party: (A) becomes or is declared insolvent or bankrupt; (B) is (voluntarily or involuntarily) the subject of any proceeding for bankruptcy, insolvency, receivership or liquidation; or (C) defaults in the performance of its obligations and such default is not remedied within 10 days of written notice to do so.

Intellectual Property

The Customer acknowledges that MELS is the owner of all rights, titles and interests in and to the Services, except for the Material provided by the Customer. MELS transfers to the Customer all rights, including intellectual property rights, pertaining to the Services that it may hold, concomitantly with the birth of these rights, as and when they are conceived or otherwise expressed, subject to full payment of the rates established for the Services. Notwithstanding the foregoing and anything to the contrary, MELS retains ownership of its designs, databases, technology, and know-how used to provide the Services.

If audiovisual work is the object of the Services, the Customer agrees that MELS will receive an on-screen credit in the closing credits in the following form or any other form requested by MELS or mutually agreed upon by the parties: “Post-production services: MELS Studios and Postproduction G.P.”. MELS may mention, free of charge, on its website and in any media it deems appropriate, that the Customer is its customer, and that MELS is the author of the Services and, on this occasion, reproduce, free of charge, a portion of the Services and indicate the production targeted by the Services, the nature of the Services provided, and any other information it deems appropriate.

Notice

Any notice given by either party hereto shall be in writing and transmitted to the other party by registered mail at the address set forth in the Quotation, and such notice shall be deemed to have been received on the next business day. The Customer must also send, under penalty of nullity, a copy of any notice of default to avisjuridique@Québecor.com

Assignment

The Customer may not transfer, assign, lease, sublease or otherwise dispose of the Quotation or Price List and the rights therein unless MELS has given its prior written consent. MELS may entrust to third parties the provision of all or part of certain services necessary for the performance of the Services, and may assign and transfer to a third party of its choice the Quotation and Price List as well as the corresponding receivables.

Governing Law

No Waiver

Severability

Any clause of these Terms and Conditions which is found to be void, invalid, unenforceable or of no force or effect, in whole or in part, shall be severed from these terms and conditions, and shall be deemed not to affect the remaining clauses set forth in these terms and conditions, which shall remain in full force and effect to the fullest extent permitted by applicable law.

Entire Agreement

These Terms and Conditions and the Quotation or Price List, as applicable, constitute the entire agreement between the parties with respect to the Services and supersede all written or oral agreements, discussions, arrangements and talks. Except as expressly stipulated herein, no modification of the Terms and Conditions shall be binding unless set forth in signed writing.

Survival

The sections relating to Intellectual Property, Limitation, Liability and all other clauses hereof, which by their nature, are intended to survive the termination or expiration of the Quotation or Price List, shall survive the termination or expiration of the Quotation or Price List.

Relationship between the Parties

Successors

The present Terms and Conditions apply for the benefit of the parties and their successors, assigns, heirs, and transferees.