License Agreement

 

Velvet Season Inc., duly incorporated under the laws of the Province of Ontario ("VSI")

 

WHEREAS VSI leases the premises known as Velvet Season Studios located at 501 Clements Road West, Units 7 & 8, Ajax, ON, L1S 6W9 (the "Premises");

 

AND WHEREAS VSI desires to grant the Licensee a license (the "License") to use one or more of the studios in the Premises in accordance with the provisions of this agreement (the "Agreement") and the Licensee desires to accept same;

 

NOW THEREFORE, in consideration of the mutual covenants and promises set forth below, the receipt and sufficiency of which is hereby acknowledged, the parties (individually a "Party" and collectively the "Parties") agree as follows:

 

1. USE: “Photo Shoot” or “Video Shoot” or "Other Event", as applicable (the “Use”)

 

2. FEES AND TERM:

 

  1. The Licensee will have use of studio (the “Studio”) at the Premises under the following terms and conditions (the "License Fee").  

  2. This Agreement is in effect from the time of booking until the time the shoot is completed (the "Term")

  3. The License is granted to the Licensee exclusively for the purposes of the Use at the Studio and on the date and time set out above. 

  4. Upon the Licensee's execution of this Agreement, the Licensee shall pay the License Fee.

  5. The License Fee shall be paid by online payment unless otherwise arranged.  

 

3. NOTICE

 

VSI may contact the Licensee through the person who was in charge of booking for all purposes of the Licensee’s Use of the Studio.  The Licensee agrees to notify VSI of any change in such contact person(s) and any change of address and telephone and fax numbers.  Any notices, requests for consents or other communications in relation to this Agreement shall be made in writing and addressed to the applicable party at the address set forth below, or to such other address as either party may designate to the other in writing in accordance with this section.  Any such notice or other communication shall be deemed received upon sending a properly-addressed email or upon personal delivery, or on the second day after delivery by a reputable courier.  For delivery other than by electronic means, rejection or other refusal to accept, or the inability to deliver because of changed address of which no notice was given, shall be deemed to be receipt of the relevant communication as of the date of such rejection, refusal to accept or inability to deliver.

 

To VSI:

Velvet Season Inc.

Velvet Season Studios

501 Clements Road West, Units 7 & 8

Ajax, ON, L1S 6W9

Attention:  Melissa DeLeon & Vanessa Azzoli

Email:  hello@velvetseason.ca 

 

4. LICENSEE EQUIPMENT 

 

The Licensee acknowledges that this Agreement grants the Licensee access to the Premises and the Studio for the Use by the Licensee and its permitted invitees (including its participants or spectators) (collectively, the “Licensee Representatives”) and nothing more. The Licensee shall be solely responsible for providing all its own photography or videography equipment and related items. Notwithstanding the foregoing, VSI reserves the right, in its sole and absolute discretion, to prohibit the Licensee or any of the Licensee Representatives from bringing onto the Premises or the Studio any type of equipment or other items, including any pet(s), which VSI deems dangerous or which may cause damage to the Premises or Studio or for any other reason, without providing any abatement or refund.    

 

5. NO ALCOHOLIC OR RECREATIONAL DRUG CONSUMPTION

 

The Licensee acknowledges and agrees that no alcoholic beverages or recreational drugs shall be permitted on or consumed at the Premises or in the Studio. Further, the Licensee acknowledges and agrees that should the Licensee or any of the Licensee Representatives be deemed by VSI or any of its employees to be intoxicated while on the Premises or in the Studio, the Licensee and all Licensee Representatives shall be required to leave the Studio and the Premises immediately. In the event that the Licensee has breached this Section 5 or the Licensee or any of the Licensee Representatives are deemed intoxicated as aforesaid, VSI may terminate this Agreement without notice. Notwithstanding any such termination, the Licensee shall remain fully liable for payment in full of the License Fee.

 

6. WAIVER

 

The Licensee shall duly agree to the release and waiver, attached hereto as Schedule A (the “Waiver”), which shall form an integral part of this Agreement.  The Licensee shall assume responsibility to ensure that all Licensee Representatives also sign the Waiver before being allowed entry into the Studio or the Premises. 

 

7. COMPLIANCE WITH LAWS, RULES, REGULATIONS, POLICIES AND PROCEDURES

 

The Licensee shall comply with all applicable legal requirements of any statute, regulation or bylaw of any competent government or governmental authority and any policies, rules or regulations of the Premises including:

 

  1. To abide by and to cause all Licensee Representatives and participants to abide by the Policies and Procedures attached hereto as Schedule B or otherwise communicated from time to time to the Licensee whether in writing or otherwise, including rules and regulations relating to the safety and cleanliness of the Premises, the conduct of the Licensee, the Licensee Representatives and of participants and spectators of the Licensee’s Use of the Studio and in all areas subject to this Agreement.

  2. Not make any modifications, alterations or improvements to the Premises.

  3. To obtain at its own cost all permits and licenses necessary for the conduct of its operations at the Premises and to provide copies of such permits and licenses to VSI prior to entering the Studios.

  4. Not access or use the office areas of the Premises, or any other areas of the Premises save and except for the Studio during the scheduled date and time noted herein.

  5. To use and cause all Licensee Representatives to use the Studio exclusively for the purposes of the Use and in accordance with the highest moral standards, and without limiting the generality of the foregoing, not to use the Studio for the purposes of developing pornographic content or other morally offensive content. 

  6. To fully comply with all governmental COVID-19 restrictions or as set out by VSI from time to time.

 

8. INDEMNITY

 

The Licensee acknowledges that its use of the Studio for the Use may involve inherent dangers, including the risk of serious and permanent injury or death of participants and spectators, and VSI assumes no risk with respect to any injury or death or loss of or damage to property suffered by any person, including any Licensee Representative and/or participants and spectators of the Licensee, regardless of whether such Licensee Representative(s) or participant(s) signed a waiver of liability or other form of consent, or if for any reason any such waiver or consent is invalid or not binding.  The Licensee, for itself, each Licensee Representative and each spouse, legal representative(s), heirs, executors, administrators and assigns of each Licensee Representative hereby releases, waives, discharges, holds harmless and indemnifies VSI and its officers, directors, trustees, employees, volunteers, agents and contractors (collectively, the "Indemnified Parties") from any and all damages, claims, liabilities, costs and expenses of any kind, including all legal fees on a solicitor and client basis incurred or suffered by the Indemnified Parties or any of them directly or indirectly arising out of any use whatsoever by the Licensee, the Licensee Representatives and/or participants and spectators of the Licensee, whether occurring prior to, during, or after the Use of the Studio, and whether or not such use is contemplated by this Agreement, whether or not caused or contributed to by the negligence of the Indemnified Parties.

 

9. DAMAGE TO PROPERTY

 

The Licensee shall be responsible for any and all damage to the Premises and to the Studio, to any property of VSI or property for which VSI is in law responsible, including leased equipment, and shall forthwith pay to VSI the full cost of all repairs and replacements made by VSI, in its sole discretion, for damage or destruction thereof by the Licensee, any Licensee Representative and/or participants and spectators of the Licensee. In the event that the Licensee has breached this Section 9, VSI may, at its sole option and discretion, terminate this Agreement without notice and the Licensee shall remain liable for payment in full of the License Fee, without prejudice to VSI’s rights and remedies under this Agreement and at law or in equity.

 

10. TERMINATION OF AGREEMENT

 

VSI shall have the right to terminate this Agreement if at any time the Licensee is in default or is otherwise in breach of any provision herein or, notwithstanding the Licensee’s best efforts, the Licensee fails to or is unable to control any Licensee Representative during the Use of the Premises and/or the Studio.  Without limiting the generality of the foregoing, if the Licensee or any Licensee Representative is in default of Section 5 or 9, VSI shall have the right to terminate this Agreement without further notice and the Licensee shall be liable for all monies due hereunder as liquidated damages, without prejudice to VSI’s rights and remedies hereunder or at law or in equity.

 

11. ASSIGNMENT

 

The Licensee shall not assign or otherwise transfer this Agreement without the prior written consent of VSI, which consent may be arbitrarily withheld.

VSI may assign its rights or obligations under this Agreement, at any time, without the consent of the Licensee, and without notice to the Licensee.

 

12. OTHER TERMS

 

A waiver of any default shall not be a waiver of any other or a subsequent default.  This Agreement is irrevocable by the Licensee for the entire Term and for the aggregate rates set out herein and, except as may otherwise be provided in this Agreement, the amounts payable by the Licensee shall not abate by reason of termination of the Licensee’s rights and/or other termination of this Agreement, except through no fault of the Licensee.  

 

This Agreement is the entire agreement between VSI and the Licensee with respect to its subject matter, and no variation or modification of this Agreement and no waiver of any of its provisions or conditions shall be valid unless in writing and duly signed by the Parties. 

 

This Agreement is binding upon and ensures to the benefit of the Parties and their respective successors and assigns.  

 

Each of the provisions of this Agreement shall be severable from all other provisions and invalidity of any part hereof shall not affect the validity of other parts of this Agreement.

 

This Agreement shall be construed, interpreted and governed by the laws of the Province of Ontario and the laws of Canada applicable therein.

 

Any reference in this Agreement to any person in the singular shall, where the context permits, include a reference to more than one person and word "person" is not limited to an individual but includes any entity.

 

The recitals contained in this Agreement are true and correct.

 

In any provision herein where VSI can exercise its discretion, the term “VSI” shall also include its employees, officers, directors, partners, mandataries, representatives, agents, subsidiaries, parent or affiliate corporations, successors, assigns, and any volunteers.  

 

This Agreement shall not create or confer upon the Parties, in any way or for any purpose, any relationship except that of contracting parties, and in particular does not create a partnership, a principal and agent, a joint venture or a

landlord and tenant relationship between the Parties or an employer-employee relationship between VSI and any Licensee or Licensee Representative.

 

This Agreement may be executed in any number of counterparts and/or by electronic means, each of which shall be deemed to be an original and all of which shall form one agreement.

 

SCHEDULE A

 

WAIVER, INDEMNITY AND ASSUMPTION AND ACKNOWLEDGEMENT OF RISK

 

I am being granted access to and use of one or more studios at Velvet Season Studios (the “Studios”), located at the address noted above and operated by Velvet Season Inc. (“VSI”) for the main purpose of engaging in, participating in and/or spectating of one or more photo or video shoots (the “Activities”).

 

I ACKNOWLEDGE, on my own behalf and on the behalf of all other participants and spectators who will be engaging in, participating in and/or spectating of the Activities (the “Other Patrons”), that I understand that there may be inherent physical and/or mental risks and adverse effects or consequences involved in engaging in, participating in and/or spectating of the Activities, that I have knowingly consented to such risks, and that I understand the legal risks of accepting the terms of this Waiver, Indemnity and Assumption and Acknowledgement of Risk (the "Waiver").

 

I UNDERSTAND that VSI does not provide any form of security at the Studios nor does it provide any supervision of the Activities at the Studios, and VSI makes no warranty as to fitness, quality, durability, performance or use of any furniture or other items that may be provided by VSI or contained in the Studios for my or others’ use or engagement.

 

IN VIEW OF THIS ACKNOWLEDGEMENT AND UNDERSTANDING, ON BEHALF OF MYSELF, MY HEIRS, MY PERSONAL REPRESENTATIVES, AND THE OTHER PATRONS, I HEREBY UNDERSTAND, AGREE AND UNDERTAKE AS FOLLOWS:

 

  1. I HEREBY ASSUME ALL RISKS AND DANGERS AND ALL RESPONSIBILITY FOR, AND INDEMNIFY, HOLD HARMLESS, RELEASE, WAIVE AND DISCHARGE AND AGREE TO DEFEND VSI, ITS AGENTS, REPRESENTATIVES, OFFICERS, DIRECTORS, SHAREHOLDERS AND EMPLOYEES FROM AND AGAINST, ANY AND ALL CLAIMS, ACTIONS, SUITS, LIABILITIES, LOSSES, DAMAGES, CHARGES AND EXPENSES OF EVERY NATURE AND CHARACTER THAT I OR ANY OF THE OTHER PATRONS MAY HAVE PRESENTLY OR IN THE FUTURE (INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LEGAL FEES AND EXPENSES) (COLLECTIVELY THE "CLAIMS"), SUSTAINED OR INCURRED BY REASON OF ANY DEATH, PERSONAL INJURY OR ILLNESS, OR PROPERTY LOSS OR DAMAGE, HOWSOEVER CAUSED, TO MYSELF OR TO ANY OF THE OTHER PATRONS OR TO ANY OTHER PERSON OR TO MY OR TO ANY OF THE OTHER PATRONS’ PROPERTY OR TO ANY OTHER PERSON’S PROPERTY IN WHOLE OR IN PART CAUSED BY OR RELATED TO MY OR ANY OF THE OTHER PATRONS’ ENGAGEMENT IN, PARTICIPATION IN, OR SPECTATING OF THE ACTIVITIES AT THE STUDIOS OR OTHERWISE BY MY OR THE OTHER PATRONS’ ACCESS TO THE STUDIOS, WHETHER OR NOT IN WHOLE OR IN PART CAUSED BY OR RELATED TO ANY NEGLIGENT ACTS OR OTHER WRONGDOING BY VSI OR BY ANY OTHER CONDUCT BY THE OWNERS, AGENTS, REPRESENTATIVES, OFFICERS, DIRECTORS OR EMPLOYEES OF VSI OR BY ANY OTHER PERSON.

  2. I INDEMNIFY, HOLD HARMLESS, RELEASE, WAIVE AND DISCHARGE AND AGREE TO DEFEND VSI, ITS AGENTS, REPRESENTATIVES, OFFICERS, DIRECTORS, SHAREHOLDERS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS,  SUSTAINED OR INCURRED BY REASON OF ANY DEATH, PERSONAL INJURY OR ILLNESS, OR PROPERTY LOSS OR DAMAGE, HOWSOEVER CAUSED, TO ANY OF THE OTHER PATRONS OR TO ANY OTHER PERSON OR TO ANY OF THE OTHER PATRON’S PROPERTY OR TO ANY OTHER PERSON’S PROPERTY ARISING AS A RESULT OF OR IN ANY WAY CONNECTED WITH MY OR ANY OF THE OTHER PATRONS’ ENGAGEMENT, IN PARTICIPATION IN, OR SPECTATING OF THE ACTIVITIES AT THE STUDIOS OR OTHERWISE WITH MY OR ANY OF THE OTHER PATRONS’ ACCESS TO THE STUDIOS.

  3. I acknowledge that VSI permits its patrons to bring certain photography and/or videography equipment, props or other related items, including pets, to the Studios for the purposes of the Activities (the “Items”), but that VSI does not vet, test or monitor the Items or the use of the Items by its patrons at the Studios.  I am solely responsible for my and the Other Patrons’ use of or engagement with any of the Items and for my and the Other Patrons’ personal safety when using or engaging with the Items or being around others using or engaging with the Items in the Studios.  It is my responsibility to stop using or engaging with the Items if at any time I sense or become aware of any unusual hazard or unsafe condition or if I feel that I or any of the Other Patrons no longer have the degree of physical and mental fitness required to safely and responsibly use or engage with the Items.

  4. I shall not commence or participate in any type of Claim or lawsuit against VSI initiated by a third party in connection with the subject matter of this Waiver.

  5. I have read and understand this Waiver, I agree to be bound by its terms and conditions and I have signed it voluntarily without any undue pressure.  If I did not seek independent legal advice prior to signing this Waiver, I did so voluntarily without any undue pressure and my failure to obtain independent legal advice shall not be used by me as a defence to the enforcement of my obligations under this Waiver.


 

SCHEDULE B

 

Velvet Season Studios Policies and Procedures


At Velvet Season Studios (VSS), we want to ensure that the health and safety of our employees, customers and patrons are top priority. Without limiting the generality of the provisions contained in the License Agreement, the following are VSS’ studio policies and procedures, which may be amended from time to time without notice. Please familiarize yourself with them.

 

Booking Process

  • All studio bookings must be booked and paid in full using our online booking system at velvetseason.ca

  • Once you select the studio that’s right for your needs, you will need to:

    • Choose a date(s)

    • Specify a time(s)

    • Confirm booking details

    • Enter personal information and payment details

    • Place order

    • Sign the License Agreement and Waiver

  • Once your order has been placed, you will receive a confirmation email

  • You will need to present your confirmation email to a VSS staff member when you arrive for your appointment

  • Each member of your group must also sign the Waiver form as per Schedule A of the License Agreement and present their confirmation email to a VSS staff member upon arrival before being permitted access to the studio.

  • Please arrive to our studio 15 minutes prior to your booking in order to;

    • Check-in (you will need to present a copy of the booking confirmation and waiver confirmation for each member of your group)

    • Set-up Wi-Fi, if needed

    • Receive a quick tour of the studio

Studio Policies 

  • Please do not move the furniture or use furniture from a room you are not renting. If you require any of the furniture to be moved, please inform a VSS staff member who will gladly aid in moving the furniture to meet your needs.

  • Please ensure that all garbage produced by your group is thrown away and placed in the garbage cans provided by VSS.

  • If a VSS staff member suspects that anyone is in violation of the studio rules or the terms of the License Agreement, VSS staff members reserve the right, in their sole and absolute discretion, to ask any party to leave the premises at any time without credit or refund. 

  • Since our studios are not soundproofed, if you wish to shoot video content, please contact us at hello@velvetseason.ca to make arrangements.

  • Each room will have its own speakers for you to use for your shoot. Since the studio rooms are not soundproofed, please ensure the pre-set volume is not adjusted. Music played in the studio must not contain any explicit or offensive content.

  • Studios cannot be used to shoot pornographic content. You and all members of your party must conduct yourselves in accordance with the highest moral standards and in compliance with all laws.

  • If a member of your party comes to the premises intoxicated, we reserve the right to ask him/her to leave the premises immediately. 

  • Smoking (or the use of recreational drugs) is not permitted on the premises.

  • All personal belongings must be brought into the rented studio room with you. If any personal belongings are left in any of the common areas, VSS is not responsible for any loss or damages.


 

Studio Capacity

  • The following is the maximum number of people allowed in each studio during your booking session:

    • Lumina: 10 people (including photographer/videographer)

    • Glendale: 8 people (including photographer/videographer)

    • The Loft: 6 people (including photographer/videographer)

  • If you require more people, please email us at: hello@velvetseason.ca for approval.

  • If you bring extra people to the studio without VSS’ prior written approval, they will be asked to wait outside of the premises and may not be permitted access to the premises in VSS’ sole and absolute discretion.

 

Pet Guidelines

  • VSS is a pet-friendly studio and we gladly welcome your lovable pets at our location, if they are a part of your shoot. Notwithstanding the foregoing, VSS reserves the right to restrict the access to the premises of any animal in VSS’ sole and absolute discretion as well as the right to order the immediate removal of any animal from the premises in VSS’ sole and absolute discretion. 

  • There will be a $25 fee (per pet) and a $300 preauthorized hold on your credit card.

  • The $300 preauthorized hold will be collected upon arrival and then released within 2-5 business days, less the pet fee, and less any amount applied to remedy any damages incurred to the premises (if applicable).

  • Should your pet make a mess, VSS will provide a detailed breakdown of the cleaning fees and you will be liable to pay such additional fees.

  • Pets must be restrained by their owner at all times and must not be left unattended.

  • Pets must be kept on a leash in all VSS common areas. Once you enter your pre-booked studio you may remove your pet’s leash.

  • Any disturbances such as barking must be kept to a minimum to ensure other customers are not inconvenienced. VSS reserves the right to ask parties to leave the premises for excessive noise due to their pet, or for any other reason in VSS’ sole and absolute discretion.

  • Pet owners are responsible for all property damages and/or personal injuries resulting from their pet. 

 

Damages and Fees

  • A VSS staff member will enter your studio 10 mins before your scheduled end time, to check the room for any damages. If VSS determines that there are damages, you will be liable to pay all associated fees, without prejudice to any of VSS’s other rights or remedies at law or in equity.

  • All garbage produced by your party must be cleaned up. If the studio is left in an untidy state, you will be liable for additional cleaning fees.

  • If any furniture or any VSS property is damaged during your shoot you will be liable to pay to fix and/or replace the damaged property. 

 

Cancellations and Rescheduling 

  • VSS offers studio credit for cancelled bookings – refunds will not be issued.

  • If you cancel your reservation with over 72 hours’ notice from your booking date, there will be no reschedule fee.

  • If you cancel your reservation within 24- 72 hours of your booking date, your reschedule fee will be 30% of your License Fee as per the License Agreement.

  • If you cancel within 24 hours of your booking date, your reschedule fee will be 50% of your License Fee as per the License Agreement.

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