Terms of Use and ProVideoFactory Royalty-Free License

Please read this document as it is a legal agreement between you and ProVideoFactory Inc. having its office at 448 Old Chicopee Trail, Kitchener, Ontario, Canada N2A 4H2 (“ProVideoFactory” or “PVF”) (the “Agreement”). This Agreement governs your use of the PVF Website. Where you have created a User Account on this Website, the User Account Agreement portion of these Terms of Use will also apply. Where you have purchased a license to download and otherwise use Content (“License”), the Content License Agreement portion of these Terms of Use also apply.

I. Overview

PVF owns and operates this website, and its component parts, including its selection and/or arrangement, all Content, works, code, metatags, and other matters comprising the website (collectively “the Website”). Access to and use of this Website is provided to you by PVF on the condition that you accept and abide by this Agreement. By accessing or using this Website, you affirm that you have accepted and agree to be bound by this Agreement. IF YOU DO NOT AGREE, YOU MUST NOT ACCESS OR USE THIS WEBSITE. If you created a User Account, including by signing in through your social media, by creating a User Account you affirm that you have accepted and agree to be bound by this Agreement, including the User Account Agreement. If you wish to obtain a License from us, by clicking “I agree” you affirm that you have accepted and agree to be bound by this Agreement, including the Content License Agreement.

PVF may change the terms of This Agreement, including the Content License Agreement, at any time, without notice to you. Any changes will be posted on the PVF Website. Changes are effective immediately upon being posted to the website, and your continued use of the Website shall constitute your acceptance of such changes You should check this Agreement regularly to update yourself on any changes. If you have a User Account, PVF may also give notice of such changes to you by sending correspondence to the email address PVF has on file. If you do not wish to agree to any changes, you must terminate the User Account Agreement in accordance with the “Term and Termination” section of this Agreement. If you also have a PVF Subscription and you do not wish to agree to any changes you must not download any more content and must terminate the Content License Agreement in accordance with the “Term and Termination” section of this Agreement.

II. Definitions

Some words that we repeat throughout this Agreement, mean:

“4K”, “6K” and “8K” refer to different video quality and resolution standards that are respectively:
- “4K”, approximately 4000 pixels wide (including but not limited to 3840 x 2160 or 4096 x 2160 resolutions);
- “6K”, approximately 6000 pixels wide (including but not limited to 5760 x 3240 resolution); and
- “8K” approximately 8000 pixels wide (including but not limited to 7680 x 4320 resolution)
“Content” means any work and other subject matter, including digital files, images, animations, films, audio, video, or audio/visual representations recorded in any format available for Download from the PVF Website.
“Download” includes downloading, obtaining or copying Content from the Website.
“HD” means “high definition”, and in particular refers to a video quality standard that is 1920 x 1080 resolution
“License” means a license granted by PVF to you to access, download, and otherwise use the Content as set out in the Content License Agreement.
“R3D RAW Content” means raw image files captured using a Red Digital Cinema Camera Company product, and that is in that company’s .r3d file format. RAW content means image files captured in RAW format.
“Royalty-Free” means that, aside from the annual subscription purchase price (or, for RAW Content, the License purchase fee), no further fees or compensation are due regardless of how many times the Content is used or how many projects it is used for, provided that the Content is used in accordance with the Content License Agreement.
“PVF Subscriber” means any persons (including corporations and other legal entities) that have purchased a PVF subscription package.
“User Account” means an account created by you on the Website through which you may access, purchase, and download Content.
“User Work” means any work created by you, including, but not limited to any artistic, musical, literary, or dramatic work, such as feature films, promotional videos, programs, games, advertisements, documentaries, websites, event displays, or presentations.
“Website” or “PVF Website” means the PVF website, located at https://provideofactory.com.
Audio means music, soundtracks or sound effects (SFX)
Templates means motion graphics content or video templates which can be edited by the user once downloaded.

III. Use of the Website

This Website is for customers and prospective customers of PVF. You are only permitted to use this Website for lawful purposes. In accessing this Website, you are specifically prohibited from doing any of the following:

Downloading, copying, re-transmitting, manipulating, framing on another website, or performing any part of the Website, without a written license agreement with PVF, and provided such activity is not in violation of such written license;
Using any data gathering or extraction software, such as crawlers or robots;
Taking actions that would interrupt, damage, destroy or impair functioning of the Website or its component parts, system resources, or other networks connected to or accessible through this Website, including conducting activities that spread viruses or malware;
Accessing or downloading any user information;
Using the Website including Content, other than for its intended purpose, as determined in PVF’s sole discretion, including, but not limited to violating the legal rights of third parties (including rights of privacy and publicity, or by defaming, abusing, harassing, stalking, or threatening others), committing fraud or criminal or other unlawful activities, or by publishing, posting, distributing or disseminating any harmful materials, including any materials that are pornographic, sexual, indecent, obscene, or defamatory, or that are disparaging of or promote discrimination, hatred or violence against any religious, racial, ethnic or gender group, or that is otherwise illegal, or unlawful, or that encourages violence or illegal or harmful activities.
Engaging in “batch” downloading, such as, downloading Content covered by the Content License Agreement, in excess of what is reasonable, for example, without demonstrated intention to use such Content in User Works and/or to avoid future license or subscription fees, as determined in PVF’s sole and absolute discretion.

IV. User Accounts

Before you can download Content and obtain a License, or purchase a subscription, you must create a User Account, including a user ID and password that is unique to you. If you sign in using your Facebook social media account credentials, you are creating a User Account. Any personal information provided to PVF in the creation of a User Account, including any contact or payment information shall be dealt with by PVF in accordance with its Privacy Policy.

By creating a User Account, you agree not to share your User Account information, including your user ID and password, with any other person or entity, and to immediately notify PVF in the event you become aware your User Account may have been accessed without your authorization, or where your such User Account information is disclosed to a third party or becomes lost or stolen.

IV. Subscription Agreement

Certain Content may only be accessed, downloaded, and licensed by you after you have become a PVF Subscriber. Descriptions of the various PVF Subscription packages, pricing, and content can be found at https://provideofactory.com/subscription. Subscriptions automatically renew monthly or annually unless canceled in advance of the renewal deadline. The credit card or PayPal account associated with your User Account will be charged the applicable subscription fee in accordance with the “Payment” section of this Agreement each month or year on the same day you purchased the PVF Subscription, unless you cancel. You may opt out of automatic renewal at any time by accessing your User Account and changing your billing options.

V. Content License Agreement

Anyone who has created a User Account, including by signing in using their Facebook social media account credentials, may access, download, and use Content available in the PVF OPEN LIBRARY, which contains video clips pre-selected by PVF. Only PVF Subscribers may access and use Content in the PVF GENERAL LIBRARY. Licenses in respect of Content for PVF RAW Files must be purchased separately, unless included in a PVF Subscription package.

The PVF GENERAL LIBRARY contains video content in HD, 4K up to 8K resolution, Audio - soundtracks, Sound effects (SFX) and Animations . PVF offers various ways to access, download, and license Content in the PVF

GENERAL LIBRARY:

The ALL In One PACKAGE is a subscription based package that grants you a royalty free license to over 200,000 HD, 4K up to 8K clips, Audio and Templates for a monthly or annual fee.

The RAW files include Content in HD, 4K up to 8K resolution formats. Purchase of a separate license is required to download and use each piece of RAW Content. You do not need to be a PVF Paid Subscriber to access and purchase a License for RAW Content.

Grant of License: Provided you comply with the Content License Agreement, PVF grants you a royalty-free, revocable, worldwide, non-exclusive, non-sublicensable, non-transferable, license, in relation to the Content to which the License applies, to:

download the Content;
modify, reproduce, and synchronize the Content for the purposes of incorporating the Content into any User Work;
directly or indirectly perform or broadcast the Content as part of performing or broadcasting that User Work; and,
distribute the Content as incorporated into the User Work, in accordance with the terms of the Content License Agreement you obtained.

Electronic storage of Content: As part of the License, you agree to retain all information embedded in the electronic file containing the Content such as the copyright symbol, the name of PVF, the Content's identification number, and to maintain effective security measures to protect the Content from unauthorized use by third parties.

Protection of Content: You need to use best efforts to protect and secure the Content to ensure that it cannot be copied and/or downloaded by third parties. Failure to prevent such unauthorized copying or download would be a breach of this Agreement.

Limitations: The Licence, in relation to the Content to which the License applies, is subject to the limitations outlined below.

Number of Downloads:
1. a. For the Subscription Package: Unlimited, but If download activity is consistently high, and PVF determines, in its sole and absolute discretion, that the volume of downloads exceeds a reasonable amount, PVF reserves the right to take steps to restrict your download activity and use of downloaded Content, including by terminating the Subscription Agreement and/or Content License Agreement in accordance with the “Term and Termination” section of this Agreement
2. b. For RAW Content: Unlimited for each clip purchased.
Number of Copies: unlimited, provided the copies are made in accordance with the other terms of the License.
Number of Seats: One, specifically, only a single identified person is permitted to access the PVF libraries and download Content pursuant to the License, without a right to transfer or grant permission to others to access, download or use the Content. If the License is taken for a business, a single seat for a specific person is granted to the business. Both the business and the specific person are bound by this Agreement and the License. No other persons, including any employers, employees, persons or entities on whose behalf you are acting may download the Content. Only the entity on whose behalf the License is sought is permitted to use the Content. Should any other persons, including employees, representatives, agents or clients, be required to access the PVF libraries, and download the Content as contemplated by the License, a separate multi-seat License must be purchased. Such a license will be subject to a separate Agreement. To inquire, contactsupport@provideofactory.com

Content Use Restrictions:

Content marked “Model Released”: You may use Content that contains personal identifying information, such as a person’s name, voice, face, figure, or other identifying information, for commercial purposes, including for marketing, advertising, endorsement, merchandising, or other similar promotional purposes, only if said Content is marked “Model Released”.
Content marked “Property Released”: You may use Content that contains depictions of private premises (i.e. property or locations) for commercial purposes, including for marketing, advertising, endorsement, merchandizing, or other similar promotional purposes, only if the Content is marked “Property Released”.
General: Content must be incorporated into a User Work, and Content must not be capable of being downloaded, extracted, or otherwise accessed by a third party as a stand-alone file. You cannot sell, license, or otherwise distribute or make available the Content (or a superficially modified version of the Content) on a stand-alone basis (i.e. as its own file) or permit or encourage any others to do so. You are also prohibited from incorporating Content into any User Work that is subsequently made available for distribution or resale through a stock product library or collection.
Credit Attribution: If you chose to credit PVF in your User Work that incorporates Content, you may include a credit line that reads “Stock media used under license from ProVideoFactory, Inc.”.
Prohibitions: You may not, nor permit or encourage others, to do the following:
- Disassemble, decompile, translate, decode, or reverse engineer any source code for the Content, including, but not limited to, removing any rights management information, watermarking, or otherwise avoiding, bypassing, tampering with, removing or impairing any technological protection measures that limit access to, of use of, the Content.
- Employ Content in any manner or context that, in our sole and absolute discretion:
  1. i. is pornographic or obscene; offensive, in bad taste or violent; defamatory; disparaging of or promotes discrimination, hatred or violence against any person, or any religious, racial, ethnic or gender group or on the basis of sexual orientation; encourages violence or illegal or harmful activities; violates the rights of any third party, including intellectual property, privacy or other rights; violates any applicable local, national, or international law, or court order; or is otherwise unlawful, including (i) in connection with pornography, adult videos, adult entertainment venues, escort services, dating services, or the like; (ii) in connection with the advertisement or promotion of any legally prohibited substance, product or service; (iii) depicts a person in the Content as engaging in criminal or illegal acts;
  2. ii. suggests the person appearing in the Content (i) promotes, supports or otherwise endorses any political ideology, policy, or viewpoint, or any particular political party, candidate, or current or former elected official; (ii) suffers from or is medicated for any physical or mental condition. However, use of Content in an obviously satirical User Work is not prohibited; or,
  3. iii. impersonates any person or entity or falsely states or misrepresents your affiliation with a person or entity.
Ineligible Youtube Use: Channels without any original content using stock footage only and unoriginal soundtracks for monetisation reasons are NOT considered original work and are NOT eligible under this license. For a custom license covering this kind of use, please contact us.

VI. Intellectual Property

The Website is the property of PVF, and is protected by intellectual property and other laws, including copyright, trademark, patent and trade secret laws. PVF and/or its contributors own all rights, title, and interests in and to the Website and the Content, including when Content is incorporated into User Work.

ProVideoFactory INC., AROUND THE WORLD MEDIA S.R.L., and any other trademarks, names, logos or product or service names appearing on the Website are the property of their respective owners and may not be used, copied, imitated, or otherwise dealt with (including by incorporating terms comprising such marks as metatags or “hidden text”) in the absence of prior written permission from the relevant owner. PVF does not endorse, sponsor or hold out approval of any product, service, process or information referenced on its Website.

The Website (excluding Content that is subject to the terms of the Content License Agreement) may only be copied for personal, non-commercial purposes. Only the amount necessary for the purpose of your activity may be copied, and it may not be modified in any way, including by removing any intellectual property notice or other rights management information. Notwithstanding, PVF may, in its sole discretion, deem any non-licensed dealings with the Website as infringing or violating PVF’s rights, and PVF reserves its rights to challenge and seek damages and other remedies in respect of all such dealings. Except to the extent permitted under the Content License Agreement, you are prohibited from creating any derivative works from the Website or otherwise exploiting the Website, without PVF’s written permission.

If you have purchased a license, nothing in this Agreement, including the Content License Agreement, sells any ownership of the Content from PVF to you, nor grants you any rights, title, or interest in or to the Content (including any related code, metadata, keywords, and descriptions), including copyrights, trademarks, trade secrets or other proprietary rights. PVF does not make any claims in respect of ownership of User Works that incorporate Content, other than its ownership of that Content.

Notice of Infringement

PVF respects the intellectual property of others, and requires its users do the same. If you believe that your work has been copied or used in a way that violates your intellectual property or other rights, including by infringing your copyright, please provide PVF with a written letter addressed to support@provideofactory.com, including the following:

your name, and, if acting on behalf of the rights holder, the name of that person/entity;
a description of the intellectual property or other right that is claimed to be infringed;
a description of the material that is claimed to be infringing or violating your rights and its location on the Website (URL);
your contact information (address, telephone number, email);
a statement by you that you have a good faith belief that the complained of use is not authorized by the rights holder, its agent, or otherwise by law; and,
a statement that you swear the information contained in your letter is accurate and true, and that you are the rights holder or authorized to act on their behalf, under penalty of perjury.

VII. Representations and Warranties

ProVideoFactory represents and warrants that:

It has a good faith belief that it has the right and authority to enter into this Agreement, including the grant to you the License, without obtaining any consents or permissions from any other person.
Content in its original unaltered form, when downloaded and used by you in full compliance with the terms of this Agreement and applicable law, will not violate or infringe on any rights of third parties, any intellectual property rights, or any privacy or publicity rights. As noted in Section V “Content Use Restrictions”, certain Content is marked to indicate that clearance in respect of certain rights has been obtained (i.e. “Model Release” and “Property Release”). If the Content contains identifiable persons or premises, but is not marked with the appropriate release, such Content may not be used for any commercial purposes (including for marketing, advertising, endorsement, merchandizing, or other similar promotional purposes) but may be used for accurate and truthful editorial coverage.
There are no material defects in the Content that would prevent Content from being downloaded from the Website and used in accordance with the terms of this Agreement. In the event there are material defects in the Content, you must provide us with written notification of the material defect within 30 days of the download. If the download was RAW Content, we will permit you to download the Content again. If the problem persists and PVF determines, in its sole discretion, that the defects would continue to prevent the RAW Content from being downloaded or used as permitted herein, PVF will refund the fee paid by you for such RAW Content.

You represent and warrant that:

You are at least 18 years of age. You have the capacity, right, and authority to enter into this Agreement. You have read and understood this Agreement and are fully familiar with all terms herein.
If you create a User Account: Any information provided about you to PVF in creating and maintaining a User Account is accurate and true, including all information relating to your name, contact information, credit card, or other payment information, and whether you are signing up for a User Account for your personal use or on behalf of business or other entity. You agree to update such information as is necessary from time to time, to ensure it is complete, accurate, and up to date.
If you make a purchase through the Website: you are the cardholder or PayPal account holder, or are authorized to act on that person’s behalf, and the billing information provided by you is accurate.
If you Download Content under a “Personal License”: you are the person who purchased access to the Content, through a PVF subscription.
If you Download Content on behalf of a business or other entity, including an employer or other person or entity: you have the full right and authority to execute, deliver and perform this Agreement, on behalf your employer or other person on whose behalf you are acting, and this Agreement is binding on, and enforceable against such person, as well as you, personally. In the event you do not have such right and authority, you agree that in addition to all rights and remedies against such person, or anyone else, relating to violation or infringement of intellectual property rights, you will be personally liable to PVF for any breaches of the terms of this Agreement or violation or infringement of intellectual property rights in the Website or Content, by you, such person, and their representatives.

VIII. Disclaimers

Except as explicitly identified herein, the Website, PVF’s services, Content, and any Content information (including keywords, captions, categorizations, titles, and descriptions), are provided “as is” without any kind of representation, warranty or condition of any kind, either expressly or implied, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, quiet enjoyment, or title. PVF makes no representation or warranty that information contained in the Website is accurate, current, or complete. PVF further disclaims any representation or warranty that the Website, Content, or Content information will meet your requirements, is compatible with any particular hardware, software, device, or operating system, or that use of the Website or Content will be uninterrupted or error free. The Website and all Content is accessed at your own risk. You acknowledge that you shall be solely responsible for any loss or damage to your property or person, including but not limited to, your computer system and any hardware, software, or device used to access the Website, PVF’s services or Content or Content Information. Certain jurisdictions do not allow the exclusion of implied warranties, and your rights may vary from jurisdiction to jurisdiction.

Public Domain Content Disclaimer: PVF does not make any representations or warranties of any kind in respect of (a) any personal identifying information or any third party works, trademarks or other intellectual property, intentionally or incidentally, captured and included as part of the Content, or as part of the background, (b) any moral rights, or similar rights, that may attach to such personal identifying information or third party works, trademarks or other intellectual property. You acknowledge that it is your responsibility to seek and obtain the appropriate licenses, waivers, or other permissions to deal with such personal identifying information or third party works, trademarks, or other intellectual property, and that PVF has no obligation or responsibility to assist you in doing so.

Links: Links to third party websites, materials, or services posted on the Website are for your convenience only. PVF does not control such third party websites or materials, or any third party goods or services accessible or offered through such links. The display of links to third party websites, materials, goods or services on the Website does not imply PVF’s monitoring or endorsement thereof, or that the links are live and accurate. You should review the Terms Of Use and Privacy Policies on such third party websites before proceeding to use them.

IX. Website changes

PVF may update, revise, supplement or delete information, services, resources, and/or Content contained on the Website from time to time, and reserves its right to do so without prior notice to you.

X. Limitation of Liability

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE WEBSITE, PVF’S SERVICES, AND CONTENT, INCLUDING, WITHOUT LIMITATION, ANY OF THE DATA OR INFORMATION CONTAINED THEREIN.

IN NO EVENT WILL PVF, ITS SUBSIDIARIES OR OTHER RELATED COMPANIES, AFFILIATES, AND CONTENT SUPPLIERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND STOCKHOLDERS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR ANY OTHER DAMAGES, COSTS, OR LOSSES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR UNDER THIS AGREEMENT, YOUR DIRECT OR INDIRECT BROWSING, ACCESSING, OR USE OF THE WEBSITE OR CONTENT (INCLUDING ANY DESTRUCTIVE, HARMFUL, OR DISRUPTIVE FILES OR PROGRAMS, OR OTHER COMPUTER VIRUSES, THAT MAY INFECT OR OTHERWISE IMPACT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY AS A RESULT OF SUCH ACTIVITIES IN RESPECT OF THE WEBSITE AND CONTENT), OR ANY LICENSE GRANTED HEREIN, OR ANY USE OF OR RELIANCE ON ANY INFORMATION, CONTENT, GOODS, OR SERVICE DISPLAYED, OR MADE AVAILABLE ON OR THROUGH ANY THIRD PARTY WEBSITE OR LINKED RESOURCES DISPLAYED ON OR ACCESSIBLE THROUGH THE PVF WEBSITE, EVEN IF PVF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES, EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION.

THE TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO $1.00 CANADIAN DOLLAR. HOWEVER, IN RESPECT OF ALL CONTENT, THE MAXIMUM AGGREGATE AMOUNT OF OUR LIABLITY SHALL BE LIMITED TO $1000.00 CANADIAN DOLLARS PER ITEM OF CONTENT REGARDLESS OF THE NUMBER OF TIMES YOU USE THE SAME PIECE OF CONTENT, BUT THIS SHALL NOT APPLY, AND THE MAXIMUM AGGREGATE AMOUNT OF OUR LIABILITY SHALL BE LIMITED TO $0.00 CANADIAN DOLLARS IN THE EVENT YOU HAVE MODIFIED OR OTHERWISE USED THE CONTENT IN VIOLATION OF THIS AGREEMENT.

SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY. IN SUCH JURISDICTIONS, THE LIABILITY OF PVF, ITS SUBSIDIARIES, AFFILIATES, AND CONTENT SUPPLIERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES, STOCKHOLDERS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

NO CLAIM ARISING OUT OF THIS AGREEMENT OR YOUR USE OF ANY CONENT MAY BE BROUGHT BY YOU MORE THAN ONE YEAR AFTER THE INITIAL EVENTS GIVING RISE TO THE CLAIM HAVE OCCURRED.

XI. Indemnification

Your indemnification of PVF: You agree to defend, indemnify and hold harmless PVF and its subsidiaries, affiliates, and content suppliers, and each of their respective officers, directors and employees, and stockholders from all damages, liabilities, expenses, and reasonable outside legal fees, arising out of or in connection with any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this Agreement.

PVF’s indemnification of you: Provided that you are not otherwise in breach of the terms of this Agreement, and, if in respect of Content, your use of such Content is only in accordance with this Agreement, and as your sole and exclusive remedy for any breach by PVF of its warranties and representations in respect of intellectual property in Content as set forth in this Agreement, PVF agrees, subject to the terms of this Section, to defend, indemnify and hold harmless you, your corporate parent, subsidiaries and affiliates, and each of your respective officers, directors and employees from all damages, liabilities and expenses arising out of a proven breach by PVF. PVF’s liability under this indemnification shall not exceed the cost of any subscription or license fees paid by you to PVF. This indemnification does not apply to the extent any damages, costs, or losses arise out of or are a result of modifications made by you to the Content or the context in which the Content is used by you. This indemnification also does not apply to your continued use of Content following notice from PVF, or upon your knowledge, that the Content is subject to a claim of infringement of a third party's right.

General: To rely on these indemnification rights, the party seeking indemnification must promptly notify in writing the other party about the claim. Such notification must include the nature of the claim, the Content and User Work at issue, and the name and contact information of the party asserting the claim. To the extent any legal fees and other costs have been incurred by a party prior to such notice, that party is not entitled to be indemnified for such fees and costs. The indemnifying party (i.e. the party paying) has the right, but not the obligation, to assume the handling, settlement, or defense of any claim or litigation. If the indemnifying party exercises this right, the other party must cooperate in any way reasonably requested by the indemnifying party and agrees that if it wishes to participate separately in such litigation, it shall do so at its own expense.

XII. Term and Termination

General: This Agreement remains effective unless terminated. In the event this Agreement is terminated, you will not be entitled to any refund in respect of payments made to PVF to access or use the Content. In the event your User Account is terminated, any Credits remaining in your User Account will be forfeited to PVF and no longer be valid.

Termination of PVF subscription package: Access to Content through any PVF subscription package is automatically renewed monthly or after one (1) year, calculated from the date your subscription commenced. Although you may cancel your subscription at any time. The Content License Agreement shall continue to run despite your cancellation or failure to renew but only in respect of Licensed Content that you have downloaded and incorporated into a User Work prior to the date of termination; You will not be entitled to download any new Content, or use any Content downloaded during the subscription period but not incorporated into a User Work (including drafts of a User Work) at the time the subscription is terminated. All files for such downloaded Content must, within ten (10) business days, be deleted and/or destroyed. If requested, you shall provide PVF with sworn written confirmation that you have complied with these terms.

Termination of Content License Agreement by you: You may terminate the Content License Agreement at any time by ceasing use of the Content, deleting and/or destroying all files and copies of the Content downloaded and used by you and/or any other person to whom access to the Content was granted under the Content License Agreement.

Termination by PVF: PVF may terminate this Agreement any time if you fail to comply with any of the terms of this Agreement, including the terms of the Content License Agreement. In the event PVF terminates this Agreement, you must, within ten (10) business days, cease using the Content, delete and/or destroy all files and copies of the Content downloaded and used by you and/or any other person to whom access to the Content was granted under this Agreement, including all files and copies of User Works incorporating the Content, and advise PVF of the same in writing.

Termination by third party action: This Agreement will automatically terminate if the Content or a User Work incorporating Content is hosted or displayed on a third party website or platform and such third party website or platform does (or provides notice that it will) deal with user materials for its own purposes or in a manner that is contrary to this Agreement.

Termination after Content removal by PVF: From time to time, PVF may remove Content from its website at its sole discretion. In the event such Content is removed due to a third party claim against that Content, the Content License Agreement portion of this Agreement will terminate in respect of that Content. Upon receiving notice of removal of such Content, either from PVF or due to your own knowledge, you must cease using that Content, delete and/or destroy all files and copies of such Content downloaded and used by you and/or any other person to whom access to such Content was granted under this Agreement, including all files and copies of User Works incorporating such Content, and advise PVF of the same in writing.

XIII. Payment

ALL SALES ARE FINAL, AND PVF HAS NO OBLIGATION TO REFUND ANY FEES PAID BY YOU FOR ANY SERVICES PURCHASED THROUGH THE WEBSITE, INCLUDING ANY CREDITS, SUBSCRIPTION OR LICENSE, EXCEPT AS REQUIRED BY LAW. However, we will refund you the fee paid in respect of single item RAW file where such Content has a material defect, you have provided us with written notification of the material defect within 30 days of the Download, we have permitted you to and you have Downloaded that Content again, the problem persists, and PVF determines, in its sole discretion, that the defects would continue to prevent the RAW File Content from being downloaded or used as permitted under the Content License Agreement. In the event such refund is granted, the Content License Agreement in respect of such Content shall be considered terminated, and any downloaded files must be deleted and/or destroyed.

The price for subscriptions or Content will be as specified on the Website at the time of purchase, and will be in USD (United States Dollars), but may not include all taxes, fees, set off, deduction, or withholdings applicable in your jurisdiction, including currency conversion and withholding taxes. You are responsible for promptly paying any and all applicable sales taxes, use taxes, value added taxes, property tax, customs, duties and any related interest or penalties imposed by any jurisdiction as a result of the License, any supplemental or other license or any use of the Content.

Purchases on the Website may only be made through credit card or PayPal. By approving the purchase, you authorize PVF or a third party retained by PVF, to charge the designated credit card or PayPal account for the total amount of the purchase. For PVF Subscribers, unless you have cancelled your subscription or opted out of automatic renewal, the subscription fee for the year will be charged to your credit card or PayPal account indicated in your User Account each year on the same day you purchased the PVF Subscription.

Any purchased Credits or Credits issued by PVF to your User Account will remain valid in association with that User Account until the User Account is terminated. Credits are not transferable between User Accounts, are not refundable and have no cash value. At the time your User Account is terminated, any remaining Credits will be forfeited and no longer be valid.

XIV. General

Governing law: This Agreement is governed by the laws of the province of Ontario and country of Canada, as applicable, without reference to its laws relating to conflicts of law. For greater certainty, the United Nations Convention on Contracts for the International Sale of Goods does not govern this agreement.

Disputes: The courts in Toronto, Ontario, will have exclusive jurisdiction to hear and decide any claims or disputes arising under or relating to this Agreement, and by agreeing to this Agreement, you hereby attorn to the exclusive jurisdiction of said courts.

Binding Agreement: This Agreement is binding upon the parties hereto and ensures to the benefit of PVF’s successors and assigns. It is personal to you and any rights or obligations under this Agreement may not be assigned by you, in whole or in part, to any third party.

Severance of Terms: In the event that a term(s) in this Agreement is declared to be invalid or unenforceable, the remaining terms shall continue in full force and effect, and the parties agree to substitute for any invalid or unenforceable term(s) a term(s) of similar intent and scope to the extent permitted by law.

Notice: Any notice to PVF required or permitted by this Agreement or given in connection with this Agreement, shall be sent to support@provideofactory.com. Any notice to you required or permitted by this Agreement or given in connection with this Agreement, shall be sent to the email address you provided to PVF in connection with the purchase of PVF’s services. It is your responsibility to ensure such information is accurate and up to date. PVF has no obligation to seek confirmation of delivery or an alternative email address once notice is sent to you in the manner described.

Compliance Checks: Upon reasonable notice, you agree to provide PVF with sample copies or access to sample copies of User Works (including drafts of in-progress and completed User Works) that contain Content, including by granting to PVF free-of charge access to such User Works hosted on third party platforms, websites, or servers. To ensure compliance with the terms of this Agreement, where PVF has reason to believe that your use of Content may be outside the scope of the License, PVF may request, and you agree to make any required changes to bring your use of the Content into compliance and to provide PVF with a certificate of compliance, in a form provided for by PVF, signed by an officer of your company.

Entire Agreement: No terms or conditions of this Agreement may be added or deleted unless made in writing and accepted in writing by both parties, or issued electronically by PVF and accepted in writing by you. In the event of any inconsistency between the terms of this Agreement and the terms contained on any purchase order or other document sent by you, the terms of this Agreement will apply.

Waiver: No action of either party, other than an express written waiver, may be construed as a waiver of any provision of this Agreement.

If in Quebec, parties confirm that it is their wish that this Agreement as well as all documents relating to this Agreement, including notices, be drawn up in English only. Les parties aux présentes conferment que c’est leur volonté que le présente convention de même que tous les documents, y compris les avis s’y rattachant, soient redigês en anglais seulement.