O-A PRODUCTIONS
CONTENT LICENSE AGREEMENT

This License Agreement governs the license terms by which content users of material produced by
O-AProductions.com may purchase the license to use media as defined below. Please read this License Agreement carefully. By clicking "I agree" or otherwise signifying your acceptance of this License Agreement by purchasing or using any Content from the O-AProductions.com Website (as such terms are defined in Section 1 below), you are agreeing to be legally bound by this License Agreement.

If you are accepting this License Agreement or purchasing, copying or using any Content from the Website on behalf of your employer or another Person (as defined below), you represent and warrant that you have full legal authority to bind such other Person to this License Agreement. If you do not have such authority or you do not agree with these terms, do not accept the License Agreement and do not purchase, download or copy anything offered for purchase from the Website or otherwise use anything purchased or copied.

1. Parties and Definitions

1. The party with which you are contracting is, and as used herein the terms "O-AProductions", "we", "us" and "our" refer to Online-Access Inc. a Michigan corporation doing business as O-AProductions,com.
2. If the individual who is accepting this License Agreement is doing so on behalf of his/her employer or another Person that is identified as the Licensee, then, subject to clause (a) above, (i) the term "you" as used in this License Agreement means, jointly and severally, that Licensee, andyou, and (iii) references to third parties exclude you.
3. As used in this License Agreement:
   1. "Content" means, individually and collectively, the works referred to in Section 2 that are purchased or otherwise provided or licensed by us to you.
   2. "Copyright Act" means the United States Copyright Act, as amended.
   3. "Derivative work" (whether or not capitalized) has the meaning of said phrase under the Copyright Act.
   4. "Person" means an individual or legal entity, including a company or a governmental agency or instrumentality.
   5. "Website Terms" means our Terms and Conditions, guidelines, and community rules and restrictions contained at the Website www.O-AProductions.com where you purchased the Licensed Content.
      

2. What we Offer.

We offer Digital Media Content that you may license subject to the terms of this License Agreement and subject the teams contained in your specific online order.

3. Grant of License.

1. We hereby grant you a non-exclusive, perpetual right and license (the "License") on the terms and subject to the conditions and limitations set out in this License Agreement, to, an unlimited number of times: (i) use the Content purchased from O-AProductions.com for individual or company use with the exclusions set out in the Restrictions on Use in Section 4.
2. The License is non-transferable. The term "non-transferable" as used herein means that except as specifically provided herein, you cannot sell, rent, load, give, sublicense, or otherwise transfer to anyone, any Content or the right to use any Content. You agree to take reasonable steps to prevent third parties from extracting or duplicating the Content. If you become aware of any unauthorized duplication of any Content, you will promptly notify us via the Website.
3. Beyond the initial license fee set forth in the Website, no additional royalties or other payments to us are required for the License of Content, with the exception of any fees for secure Internet streaming if agreed to, provided such use conforms to the terms of this License Agreement, including the limitations and the Restrictions on Use in Section 4.
4. You agree that you will only Post or Broadcast Content in an online internet environment using the secure streaming service offered by O-AProductions.com.
5. This License Agreement is a license, not a Agreement of sale. It is understood that O-AProductions will retain, all right, title, and interest in and to all of the copyrights, trademarks, trade secrets, and all other proprietary rights in the Content that are not expressly granted to you by the terms of this License Agreement. The License does not include the right to record a new version of Content or the composition reflected thereby.
6. You may provide access to or use of Content to employees within your company at the same time, provided that such access is used solely under the terms of this License Agreement and for the purpose of marketing or sales. As used in this License Agreement, the term "Authorized User" refers to any individual (i) who is your officer, director, employee, agent or contractor (collectively, your "Representatives") and (ii) an employee who has been authorized by you to access and/or use the Licensed Content in the course of their duties.
7. The License is conditioned upon (i) your and your Representatives’ compliance with the terms of the License and this License Agreement, (ii) your and your Representatives’ use of the Content only as permitted in this License Agreement, (iii) your fulfillment of your responsibilities hereunder, and (iv) our receipt of full payment of the amount(s) required in respect to the applicable Content.

4. Restrictions on Use.

1. The License is subject to all restrictions, conditions, requirements and responsibilities indicated in the Website or any other written notice from us prior to or at the time Content is delivered to or downloaded by you, all of which are incorporated by this reference into this License Agreement.
2. You may not use, modify, resell, sublicense, assign, transfer, otherwise make available or permit access by any third Person to any Content licensed, except as expressly authorized in this License Agreement.
3. Except as expressly permitted by Section 3(e), you may not:
   1. Rebroadcast, stream any video content as a standalone file or in any library or reusable template intended to allow on-demand use, reproduction or customization of such Content by third parties in electronic, printed, or other products without express written permission from O-AProductions.com;
   2. Distribute, Post, or Broadcast Content in a manner that facilitates third parties’ ability to (A) extract without extraordinary effort the Content for use separate and apart from the content license or (B) create derivative works incorporating Content, except as part of the marketing, editing or distribution of the Work For Distribution; or
   3. Distribute, Post, or Broadcast Content or a representation of the same on any publicly displayed or distributed website or software or internet application, other than the service made available by O-AProductions.com, on such websites similar to, but not limited to, YouTube.com which facilitates use of the content outside of the licensee’s company website.
4. You may not: (i) sell or license Content to others for consumption, reproduction or re-sale or (ii) superficially modify any Content and sell or license it to others for consumption, reproduction or re-sale.

5. Your Responsibilities.

1. You must fully comply with the terms of this License Agreement and fully fulfill everything stated in this License Agreement as your responsibility.
2. You must ensure full compliance with this License Agreement by your Representatives.
3. You must make reasonable best efforts to safeguard against unauthorized third-Person access use or copying of the licensed Content.

6. Representations, Warranties and Disclaimers.

1. We warrant that (i) O-AProductions either owns the copyright in the Content or has the rights under the copyright to grant us a sublicense to grant the License granted to you.
2. Limited Warranty: We warrant that there are no material defects in the Content which would prevent it from being purchased from O-AProductions and used as permitted herein. If there are material defects in the Content, your exclusive remedy will be as follows: (i) upon request to us within 30 days of the purchase of such Content, you will be permitted to download the Content again to obtain a replacement copy of the Content; or (ii) if we determine, in our sole discretion, that defects would continue to prevent it from being downloaded from the Website or used as permitted herein successfully, we will refund the fee actually paid by you for such Content.
3. THE CONTENT PROVIDED IS "AS IS" WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE AND OUR SUBSIDIARIES AND OUR AND THEIR RESELLERS DISCLAIM ANY REPRESENTATION OR WARRANTY THAT THE CONTENT OR THE CONTENT INFORMATION WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT PERFORMING RIGHTS OR OTHER SIMILAR FEES WILL NOT BE PAYABLE BY YOU. THE ENTIRE RISK AS TO THE PERFORMANCE AND USE OF THE CONTENT OR ANY SERVICES PROVIDED BY US IS WITH YOU. Certain jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary from jurisdiction to jurisdiction.
4. You represent that, if you are an individual, you are at least 18 years of age and have the full right and authority to enter into this License Agreement.
5. You represent that you are (i) the Licensee, or (ii) a duly authorized Representative of the Licensee, as the case may be.
6. If the individual who is entering into this License Agreement is doing so on behalf of his/her employer or another Person, such individual represents and warrants that (i) he/she has the full right and authority to execute, deliver and perform this License Agreement on behalf such employer or other Person, and (ii) this License Agreement is a binding License Agreement of such employer or other Person, enforceable against such employer or other another Person in accordance with its terms. In the event that such individual does not have such right, power and authority, such individual agrees that in addition to all rights and remedies available against such employer or other Person or his/her or his/her/its Representatives relating to violation or infringement of intellectual rights, he/she will be personally liable to us for any breaches of the terms of this License Agreement or violation and infringement of intellectual rights in the Content by such individual, such employer or other Person and his/her or its Representatives.

7. Indemnification.

You assume full responsibility for the use of the Content or any services provided by us. You agree to defend, indemnify and hold O-AProductions.com harmless from and against any and all damages, liabilities, costs and expenses (including reasonable attorneys' fees and costs) arising out of or relating to any claim, action or proceeding by a third Person relating to or arising directly or indirectly out of (i) your or any of your Representative’s use of any Content, (ii) any modification of any Content or use of any Content with any work created or provided by you, any of your Representatives or a third Person, or (iii) for any other breach by you or any of your Representatives of this License Agreement.

8. Term and Termination.

1. The License will terminate automatically without notice from us if you fail to comply with any provision of this License Agreement with no refunds.
2. Upon termination, you must yourself and must cause your Representatives to immediately: (i) stop using the Content; (ii) destroy or, upon our request, return the Content to us; and (iii) delete or remove the Content from your premises, computer systems and storage (electronic or physical).
3. In the event that we notify you (A) that any Content is subject to a threatened or actual claim, or (B) that your use thereof may expose you, us or the applicable Contributor to any liability, then on our written request, you will promptly remove all affected Content from all physical and electronic storage media and take all reasonable steps to cease use of the affected Content and, where applicable.

9. Payment.

1. All sales of Licenses are final, and we are under no obligation to refund any fees paid by you for Content under any circumstances, except upon a material breach of our representations and warranties. However, in the event that we, in our sole discretion, determine to provide you with a refund, the license granted in this License Agreement for the Content will be rescinded as if never granted. Any refund will be made by such means as we determine is appropriate.
2. 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 license or any use of the Content.

10. Miscellaneous Provisions.

1. The parties to this License Agreement are independent contractors, and nothing in this License Agreement or the License or any supplemental license shall create a joint venture, partnership, employment relationship, or franchise or fiduciary relationship between the parties.
2. If any provision of this License Agreement is deemed invalid, void, or for any reason unenforceable, that provision will be deemed severable and will not affect the validity and enforceability of any remaining provisions.
3. This License Agreement shall be construed in accordance with the laws of the United States and the State of Michigan without regard to its choice of law provisions.
4. Any dispute regarding this License Agreement, the License, any supplemental license or any Content or the use thereof will be resolved exclusively by a State or Federal court in St. Clair County Michigan in the United States. We and you hereby waive any objection to venue, or to the inconvenience of the forum, of any such court or right to trial by jury to resolve any such dispute. The parties hereby consent to the jurisdiction of such courts.
5. You will promptly reimburse us for any reasonable attorneys' fees and court costs that are incurred by us in enforcing this License Agreement.
6. All of the covenants, terms, provisions and License Agreements contained in this License Agreement shall be binding upon, and inure to the benefit of, the parties hereto and, to the extent permitted by this License Agreement, their respective heirs, legal representatives, successors and permitted assigns.
7. Except as otherwise set forth herein, any notice required or permitted to be given under this License Agreement shall be in writing, delivered by hand, nationally recognized overnight courier service, email or registered or certified mail, addressed (i) to O-A Productions, 2650 Oak Street, Port Huron MI 48060, email: Support@online-access.com; or (ii) to you at the email address or contact information provided when the relevant Content License was purchased.
8. If you breach any provision of this License Agreement and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach this License Agreement.

11. Acceptance of this License Agreement.

1. By clicking "I Agree" or otherwise signifying acceptance, the individual who is doing so is accepting and agreeing to be bound by this License Agreement for him/herself and on behalf of his/her employer or other Person that is identified as the Member, and the Person that is designated as the Licensee. If you are accepting on behalf of your employer or other Person that is the Member and/or that is designated as the Licensee, you represent and warrant that you have full legal authority to bind such employer or other Person.
2. You acknowledge that you have read this License Agreement, understand it. You agree to be bound by the terms and conditions of this License Agreement. Additionally, you acknowledge and agree that you have reviewed the Website Terms and any other License Agreements which may be incorporated by reference herein and therein, and to the extent of their incorporation in this License Agreement, you agree to be bound by them.