The following terms and conditions apply worldwide “Seller” means OrchPlayMusic Inc., a registered Canadian corporation. “End-User” or "Buyer" mean the legal entity or person who buys a Good or Service directly from Seller for his, her or its own personal use. 1. Complete Agreement and other Terms and Conditions These terms and conditions (“Terms and Conditions”) along with any Seller provided price list, schedule, quotation, acknowledgement or invoice issued or provided in connection with the sale of Goods and the provision of any Services, and all documents incorporated by specific reference herein or therein, constitute the complete and exclusive statement of the terms of the agreement governing the sale of Goods and/ or the provision of Services and any future sale of Goods and/ or provision of Services to Buyer, By placing a purchase or subscription order, Buyer expressly consents to these Terms and Conditions with respect to the purchase of Goods and the provision of any Service. 2. Orders by Minors If you are under the age of eighteen (18), or the applicable age of majority in your province, state or jurisdiction, you must (i) obtain the permission of your parent or guardian prior to purchase of Goods and Services, and (ii) obtain any necessary authorization from your parent, guardian or applicable third party to charge the credit card or other payment method. 3. Offer and Acceptance Acceptance of Seller’s Offers and of Buyer’s Orders, and any changes or amendments thereto, is expressly conditioned upon Buyer’s assent to this Agreement. Seller’s failure to object to any terms or any other provisions contained in any communication from Buyer, including, but not limited to, Buyer’s Orders, does not waive any of the terms specified herein. Seller’s acceptance of any resulting Order or Buyer’s receipt of Goods and/or Services, whichever occurs first, will conclusively evidence Buyer’s unconditional acceptance of these Terms and Conditions. 4. Prices Unless agreed to otherwise in writing by Seller, all prices are stated in Can. Dollars, All prices relate to the particular Good or Service only, and, in particular, the prices do not include the costs of taxes or related fees, installation, instruction or other auxiliary services, unless otherwise agreed to by Seller in writing. 5. Sales Taxes The amount of any present or future sales applicable to sale of Goods or provision of Service will be added to the invoice and must be paid by Buyer. Seller bears no responsibility for the amount associated with such taxes. 6. Payment and Acceptance; Payment Terms Unless otherwise agreed to by Seller, payment must be received by Seller prior to Seller’s acceptance of an Order and the download by User of the OrchPlay software followed by the authorization by Seller. Unless otherwise agreed to by Seller, payment must be received by Seller prior to Seller’s acceptance of an Order for a one-year subscription to the OrchPlay Music Library and the authorization by Seller to User to download the OPL files. Payment for the Goods and Services will be made through the PayPal system using a PayPal account or any of the credit cards displayed on the OrchPlayMusic web payment page unless another prearranged payment method had been agreed upon between Seller and Buyer. 7. Reimbursement Policy The sale of all new Goods is subject to Seller’s reimbursement policy contained herein. End-Users shall be entitled to obtain a refund of the purchase price of the OrchPlay software within fourteen (14) days of the original date of purchase from Seller if the sold OrchPlay software is proven to malfunction or not function according to the advertised features on recommended computer platforms. End-Users cannot cancel a yearly subscription before the end of the subscription period unless the .OPL files downloaded are proven corrupt or unreadable by the OrchPlay software. OrchPlayMusic takes every step to insure that the files on his server are 100% reliable; OrchPlayMusic cannot be held responsible for malfunctions of the transmission system of he End-User (internet providers, routers, etc.). 8. Software License The OrchPlay software may not be copied, distributed and/or re-sold. The End-User has a license to use the OrchPlay software on his authorized machine but all components of the software remain the property of OrchPlayMusic, including the general design, the Graphic user interface, the images as well as the programming source code, all protected by intellectual and proprietary rights throughout the world. The OPL multichannel files or the OrchPlay Music Library may not be copied, distributed and/or re-sold, in full or in part. The End-User may generate new audio files using the selection and mixing functions of the OrchPlay Orchestra Window for his/her personal use and/or for research and lecture-demonstration or pedagogical purpose. Those new audio files may not in turn be sold or distributed commercially in any way. The End-User of the OrchPlay software and/or the OrchPlay Music Library explicitely accepts those rules by buying the OrchPlay software and/or by subscribing to the OrchPlay Music Library. 9. Commercial Use of Recordings produced with the OrchPlay Software and the OrchPlay Music Library as Source are strictly prohibited No recording produced using OrchPlay and the OrchPlay Music Library as source may be utilized commercially. This includes any use in a public context where admission fees are charged (concerts, film projections, dance or entertainment shows) whether live or broadcasted, including radio, TV and any commercial internet diffusion and distribution. The End-User of the OrchPlay software and/or the OrchPlay Music Library explicitely accepts those rules by buying the OrchPlay software and/or by subscribing to the OrchPlay Music Library. 10. Property of Seller's website The content on Seller’s website, http://www.orchplaymusic.com, are protected by copyright and other intellectual and proprietary rights throughout the world. Unless they are expressly and unambiguously labeled as being for sale, or carry an express and unambiguous price tag, they are intended for demonstration purposes only (in particular, and not limited to, audio recordings, pictures, videos, and images). They may not be downloaded, modified, reproduced, distributed, publicly displayed, exploited, and/or used in any other way without the agreement of Seller. 11. Not for Resale or Export Buyer agrees to comply with all applicable laws and regulations where Buyer is located. Buyer agrees to buying for its own internal use only, and not for resale or export. 12. Cancellation and Termination Seller has the sole discretion to cancel a Buyer’s Order. Either Party may terminate an Order if the other Party breaches a material provision of this Agreement or of the Order. In the event that a Party (the “Defaulting Party”) is in breach of a material provision of this Agreement or the Order, the other Party (the “Non-Defaulting Party”) will submit a written cure notice to the Defaulting Party advising of such breach. The Defaulting Party will have fourteen (14) days to cure the breach. If the Defaulting Party does not cure the breach within the fourteen (14) day period, the Non-Defaulting Party may terminate the applicable Order. 13. Change Orders and Amendments All change order requests must be submitted by the Buyer to the Seller in writing and will not be effective unless and until Seller consents in writing to the change(s). Seller will advise Buyer in writing of the price and/or delivery schedule impact, if any, of the change request. Seller’s acceptance of changes will be subject to Buyer’s agreement to any price and/or delivery schedule adjustments. 14. Limited Warranty The OrchPlay software has been tested against viruses or malwares and is regularly submitted to new testing. OrchPlayMusic guarantees that every effort is being made to keep OrchPlay virus-free. OrchPlay has been tested and has proven bug-free on the Operating systems recommended. OrchPlayMusic cannot be held responsible for a system crash due the interaction of OrchPlay with a non-standard addition to the operating system or with other softwares unknown to them. In the (very unlikely event) that the OrchPlay software or an .OPL file gets corrupted during the download process, OrchPlayMusic will make every effort to provide a clean copy of the software or files to the End-User. 15. Specifications and System Requirements All technical specifications of the Goods and/or Services provided by Seller are intended to be estimates or approximations or design aims rather than guarantees and all such specifications shall be in writing. End-User is solely responsible for, prior to purchase, ensuring that End-User’s devices are compatible and meet the system requirements for Goods or Services, and that the applicable Goods or Services meet End-User’s requirements or specifications. 16. Governing Law The laws of the Province of Québec and Canadian Federal laws will govern the interpretation, construction, performance and enforcement of the Terms and Conditions and Buyer’s Order. Each of the parties hereto hereby irrevocably and unconditionally submits to this exclusive jurisdiction 17. Unenforceable Provisions In the event that one or more provisions of this Agreement is held to be unenforceable, the remaining provisions apply in full and the invalid or unenforceable provision will be replaced by a provision that lawfully enforces the Parties’ intention underlying the invalid or unenforceable provision. 18. Amendment and Interpretation This Agreement may be amended or modified only by written agreement of duly authorized representatives of both Parties. Regarding any provisions of an Order which conflict with, are inconsistent with or are in addition to the provisions of the Terms and Conditions, such provisions of the Order shall control, so long as it is expressly intended to supersede the Terms and Conditions. 19. Limitation of Liability Notwithstanding any other provisions of this agreement, under no circumstances is seller liable to buyer or any third party for any consequential, special, incidental, indirect, exemplary or punitive damages, or any damage of an indirect or consequential nature arising out of or related to its performance under this agreement (including, but not limited to, any damages for business interruption, loss of use, loss of revenue or profits, or resulting from any loss of data or damage to buyer’s computer or equipment), whether based upon breach of this agreement, warranty, patent infringement, or negligence and whether grounded in tort, contract, civil law, or other theories of liability, including strict liability, even if advised in advance of the possibility of such damages. In no event shall seller’s total liability arising out of or related to this agreement, including, but not limited to, liability for indemnity, defense, and hold harmless obligations exceed the amount paid to seller under buyer’s order and buyer agrees to indemnify seller for any excess amounts. The foregoing limitations shall apply even if the buyer’s remedies under this agreement fail of their essential purpose. To the extent that this limitation of liability conflicts with any other provision(s) of this agreement, such provision(s) will be regarded as amended to whatever extent required to make such provision(s) consistent with this provision. Some jurisdictions do not allow a limitation on liability for negligence that causes death or personal injury and, in such jurisdictions, seller’s liability shall be limited to the greatest extent permitted by law.