TERMS OF SERVICE OF SITE USE
Last Update: March 1, 2010
Welcome to www.barnmice.com and other web sites (currently including www.review.barnmice.com and www.forums.barnmice.com) owned or operated by us (collectively the “Site”). The Site includes a video-based community for horse people around the world, and permits the submission of video, photographs, text, information, data, software, music, sound, graphics, advertisements, listings, messages or other materials (collectively “User Submissions”) that you or we upload, publish or display on or through the Site, or transmit to or share with other users. It is important that you read the following terms of service of use (the “TOS”) relating to the operation and use of the Site. By accessing or using the Site, you signify that you have read, understand and agree to be bound by these TOS, whether or not you are a registered member of the Site. Throughout the TOS, the term “you” shall mean the user of the Site or its services, whether that user is a natural person, corporation or other entity, and “including” shall mean “including without limitation” and “we”, “us” or “our” shall mean or refer to the owners of the Site and, where applicable, the Site itself.
PLEASE READ THESE TOS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING LIMITATIONS AND EXCLUSIONS thereon
1. Description of Services
The Site provides users with access to a rich collection of services, resources and communication tools (collectively, the “Services”), including forums, classifieds services, shopping services, contests, personalized content, advertising and administrative messages, a newsletter and branded programming. You understand and agree that the Services are provided “AS IS” and that the Site assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any User Submissions or personalization settings. You are responsible for obtaining access to the Site and Services, including the payment of third party fees (such as Internet service provider or airtime charges). In addition, you must provide and are responsible for all equipment necessary to access the Site and Services.
2. Acceptance of Terms
The Site provides the Services to you subject to the TOS which may be updated by us from time to time without notice to you. In consideration for your use of the Services, you agree to accept all TOS together with any modifications or amendments thereto. In addition, when using any particular Service, you and the Site shall be subject to any posted guidelines or rules applicable to such Service, which may be posted from time to time. To the extent that there is conflict between the provisions of the specific terms of any Service and these TOS, the provisions of the specific terms of service of the Service shall apply. All such guidelines or rules (including but not limited to our Privacy Statement are hereby incorporated by reference into the TOS. If you do not agree to abide by these TOS, do not use the Site.
We may at any time revise these TOS. We urge you to review these TOS each time that you access the Site to ascertain, by checking the date of the “Last Update” at the top of this document, whether any changes have been made to these TOS. Any changes will be immediately effective when posted on the Site. If any term, condition or any change to these TOS is not acceptable to you, you should discontinue your use of the Site. Your continued use of any part of the Site after any such changes are posted will constitute acceptance of such changes.
3. User Access
We hereby grant you a limited and personal, non-exclusive, non-transferable, non-sub-licensable, revocable, licence to use the Site as set forth in these TOS, provided that (a) your use of the Site as permitted is solely for your information and personal use, (b) you will not copy or distribute any part of the Site in any medium without our prior written authorization, (c) you will not alter or modify any part of the Site other than as may be reasonably necessary to use the Site for its intended purpose, (d) you will not circumvent, disable or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying of any Content (as defined in section 7 below) or enforce limitations on use of the Site or the Content therein and (e) you will otherwise comply with the terms of service of these TOS. This licence is revocable at any time without notice and with or without cause.
User Submissions are made available to you for your information and personal use solely as intended through the normal functionality of the Service. Such content is made available “As Is”, and may not be used, copied, modified, produced, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded, translated, published, performed or otherwise exploited in any manner not intended by the normal functionality of the Site or otherwise as prohibited under these TOS.
The Site provides an “Embeddable Player” feature, which you may incorporate into your own personal, non-commercial sites for use in accessing the materials on the Site, provided that you include a prominent link back to the Site on the pages containing the Embeddable Player. You agree not to access User Submissions or Content through any technology or means other than the video playback pages of the Site itself, the Embeddable Player, or other explicitly authorized means the Site may designate. If you use the Embeddable Player on your website, you must include a prominent link back to the Site on the pages containing the Embeddable Player and you may not modify, build upon, or block any portion of the Embeddable Player in any way.
You understand that when using the Site, you will be exposed to User Submissions from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto.
4. Member Accounts
In order to access some features of the Site, you will have to create an account. When creating your account, you must provide true, accurate, current and complete information about yourself as prompted by the Site’s registration form and (b) maintain and promptly update such information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site or Services (or any portion thereof).
You will receive a password and account designation upon completing the Site’s registration process. You are solely responsible for maintaining the confidentiality of the password and account, and are solely responsible for all activities, whether authorized by you or not, that occur under your password or account. You agree to immediately notify the Site of any unauthorized use of your password or account or any other breach of security. Although we will not be liable for your losses caused by any unauthorized use of your account, you may be liable for our losses or the losses of others due to such unauthorized use.
You acknowledge, consent and agree that we may access, preserve, and disclose your account information and User Submissions if required to do so by law or we reasonably believe in good faith that such access, preservation or disclosure is reasonably necessary to (a) comply with legal process, (b) enforce the TOS, (c) respond to claims that any User Submission violates the rights of third-parties, (d) respond to your requests for customer service, or (e) protect the rights, property, or personal safety of the Site, its users and the public.
You understand that the technical processing and transmission of the Services, including your User Submissions, may involve (a) transmissions over various networks, and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
When you create a the Site account and allow your child to access the account, you certify that you are at least 18 years old and that you are the legal guardian of the child/children using the Site account. By allowing a child to use your the Site account, you also give your child permission to access all of the Services, including blogs, photo galleries, message boards, chat discussions and review and ratings forums. Please remember that the Site and Services are designed to appeal to a broad audience. Accordingly, as the legal guardian, it is your responsibility to determine whether any of the Services and/or Content are appropriate for your child.
5. User Submissions and Conduct
We do not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with User Submissions. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. You affirm, represent and warrant that (a) you own or have the necessary licences, rights, consents, and permissions to use and authorize the Site to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Site and these TOS, (b) you have the written consent, release and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Site and these TOS, and (c) you are not entitled to any compensation or reimbursement of any kind from the Site under any circumstances.. You understand that whether or not such User Submissions are published, the Site does not guarantee any confidentiality with respect to any User Submissions.
You retain all of your ownership rights in your User Submissions. However, by submitting User Submissions to the Site, you hereby grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicenseable and transferable licence to use, reproduce, distribute, prepare derivative works of, display and perform the User Submissions in connection with the Site and our (and its successors’ and affiliates’) business, including for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby waive any moral rights you may have in your User Submissions and grant each user of the Site a non-exclusive licence to access your User Submissions through the Site, and to use, reproduce, distribute, display and perform such User Submissions as permitted through the functionality of the Site and under these TOS. Licences granted by you in any User Submission terminate within a commercially reasonable time after you remove or delete such User Submission from the Site. You understand and agree, however, that the Site may retain, and display, distribute, or perform, server copies of User Submissions that have been removed or deleted.
The Site does not control User Submissions and, as such, does not guarantee the accuracy, integrity or quality of User Submissions. The Site reserves the right, but does not have an obligation, to monitor and/or to review all User Submissions posted to the Site or through the Site’s services or features by users, and is not responsible for any such materials posted by users. The Site reserves the right to remove User Submissions without prior notice. The Site does not permit copyright infringing activities and infringement of intellectual property rights on its Site, and the Site will remove all User Submissions if properly notified that such User Submission infringes on another’s intellectual property rights. The Site also reserves the right to decide whether a User Submission is appropriate and complies with these TOS for violations other than copyright infringement and violations of intellectual property law, such as pornography, obscene or defamatory material, or excessive length. The Site may remove such User Submissions and/or terminate your access for uploading such material in violation of these TOS at any time, without prior notice and at its sole discretion.
If you see slanderous or malicious User Submissions on our site, violation of the TOS, or see a possible stolen or missing horse listed on our site for sale, please notify us at [email protected] We will, in our sole discretion remove materials deemed malicious, scandalous, harmful or inconsistent with the integrity and prestige of our Site or Services.
6. Restrictions on Use
Unless otherwise authorized by the Site in writing, you may not:
(a) resell, include in or with any product that you create or distribute, or copy onto your own or any other website, any User Submissions, Content or Services;
(b) use the Site or Services in any manner that could damage, disable, overburden, impair, interfere with the security of, negatively affect the functioning of, or otherwise abuse the Site or Services, system resources, accounts, servers, networks, or affiliated or linked sites connected to or accessible through the Site;
(c) use or launch any automated system, including “robots,” “spiders,” “offline readers,” etc., that accesses the Site in a manner that sends more request messages to the Site servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser, provided that the Site grants the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials;
(d) use the Site, User Submissions, Content or Services in any data matching or data mining, including the collection, harvest or use of information about other users of the Services (including their email addresses) without their consent;
(e) use the Site, User Submissions, Content or Services in any manner that is unlawful (including by accessing the Site or the Services from any location where such access may be illegal or prohibited), unethical, indecent, offensive, defamatory, derogatory, fraudulent, deceptive, harmful, abusive, threatening, vulgar, profane, pornographic, obscene, sexually explicit, sexist, racist, hateful, offensive, harassing, invasive of the privacy rights of others (including the posting of any materials that depict, encourage, indicate, advocate or tend to incite any such conduct), or is otherwise objectionable or which does not respect the legal rights and interests of others (including privacy and personality rights, copyright, moral rights, and other intellectual property rights), and you agree that you shall comply with all applicable laws, including all federal, provincial, municipal or local statutes, regulations, by-laws, guidelines, policies, rules, codes of conduct and standards of applicable governmental authorities and industry or self-regulatory bodies;
(f) upload, post, email, transmit or otherwise make available at or by way of the Site or Services (a) any materials that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements), (b) any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas (such as classifieds) that are designated for such purpose, (c) any material that contains software viruses, Trojan horses, worms or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, (d) any material that would constitute, encourage or provide instructions for a criminal offence, violate the rights of any party, or that would otherwise create liability or violate any applicable law, or (d) any materials which would violate any of the restrictions set out in these TOS;
(g) present or hold yourself out as a representative of the Site or represent the Site in any way or attempt to use another's account, service or system without authorization from the Site, or create a false identity on the Site, or impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;
(h) use the Site, User Submissions, Content or Services for commercial purposes or which may have the effect of competing with or displacing the market for the Site, User Submissions, Content or Services, including:
(i) soliciting for advertisers, sponsors, donations or subscriptions, including junk mail, spam, chain letters, pyramid schemes or any other form of solicitation;
(ii) conducting contests, gaming or gambling or offering prizes, awards or any other incentives to any person;
(iii) selling access to the Site or its related services on another website; or
(iv) selling advertising, on the Site or any third-party website, targeted to the content of specific User Submissions,
provided that prohibited commercial uses do not include uploading an original video to the Site, or maintaining an original channel on the Site, to promote your business or artistic enterprise.
7. Intellectual Property Rights
The intellectual property rights in the content on the Site (other than User Submissions), including the underlying HTML, text, software, scripts, graphics, photos, sounds, music, videos, interactive features, software, concepts, methodologies, processes and the like (the “Content”), and the trademarks, trade names, designs, graphics, logos, icons, words, titles or phrases contained therein (including BARNMICE and BARNMICE with logo) (the “Marks”), are owned by or licensed to us, subject to copyright and other intellectual property rights under applicable law. Without our prior written permission, you agree not to display or use any Marks in any manner.
Content is provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, leased, loaned, licensed or otherwise exploited for any other purposes whatsoever without the prior written consent of the Site or the respective owners of the Content. The Site reserves all rights not expressly granted in and to the Site and the Content. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. Any use of the Site or the Content other than as specifically authorized herein, without the prior written permission of the Site, is strictly prohibited and will terminate the licence granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these TOS shall be construed as conferring any licence to intellectual property rights, whether by estoppel, implication or otherwise.
8. Purchase and Sale Transactions
All listings posted on or through the Site or Services and all transactions conducted in connection therewith are subject to and governed by these TOS. Parties to a transaction are solely responsible for all interactions with each other, for arranging for payment and the exchange of the goods or services purchased if applicable, and for the results and performance of any transaction or relationship entered into through the Site or Services. The Site does not guarantee the sale of your horse or any horse’s performance or fitness for a particular purpose, nor does the Site guarantee any product or service advertised on the Site. We strongly recommend that a pre-purchase exam should be performed by the buyer’s veterinarian of choice on any horse prior to purchase. You acknowledge that we are not responsible or liable for any action or inaction of any party to a transaction, for any failure to perform, to pay any amounts due, to deliver any horses, products or services as promised, or for any other aspect of the transaction. We reserve the right, but have no obligation, to monitor disputes between you and other users.
9. Links from and to Third Party Sites
The Site contains links to other web sites (“Third Party Sites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the “Third Party Content”). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Content posted on, available through or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third Party Sites or to use or install any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern and you expressly relieve us from any and all liability arising from your use of any Third Party Site. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the Site.
The Site welcomes links to the Site. However, you agree that if you link to the Site your website shall not (a) create frames around any part of the Site or use other techniques that alter the visual presentation of the Site, (b) imply that the Site is endorsing you or any other person, or your or such other person’s products or services, (c) imply an affiliation between you or any other person, or your or such other person’s products or services, and the Site, (d) misrepresent the relationship of you or any other person to the Site or present false, misleading or otherwise damaging information or impressions about the Site or any of its products or services, or (e) contain materials that may be interpreted as distasteful, harmful, offensive or inaccurate.
10. Warranty Disclaimer
YOU AGREE THAT YOUR USE OF THE SITE AND SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, we and our OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE, SERVICES AND YOUR USE THEREOF. WE make NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE’S user submissions or CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY, PROPERTY DAMAGE OR ECONOMIC LOSS, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. We do NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR ANY HYPERLINKED SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND we WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
11. Limitation of Liability
IN NO EVENT SHALL we or our OFFICERS, DIRECTORS, OWNERS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE OR ECONOMIC LOSS, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE OR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
YOU SPECIFICALLY ACKNOWLEDGE THAT we SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
You agree to defend, indemnify and hold harmless us and our officers, directors, owners, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney’s fees) arising from (a) your use of, access to and connection with the Site, User Submissions, Content or Services, (b) your violation of any term of these TOS or violation of any international, federal, state or local treaty, statute, law and/or regulation relating to your use of the Site, User Submissions, Content or Services, (c) your violation of any third party right, including any copyright, property or privacy right, or (d) any claim that one of your User Submissions caused damage to a third party. This defence and indemnification obligation will survive these TOS and your use of the Site.
Certain portions of the Site may run specific submission campaigns, promotions or contests or sweepstakes (each, a "Contest"). Your entry or participation in any Contest shall also be subject to and governed by the specific rules and regulations in respect of that Contest. We do not guarantee the availability or prizes advertised through the Site and therefore recommend that before entering any Contest, users verify any important information such as contest rules, prizes, etc.
14. Health Information
In certain cases User Submissions may contain medical advice, diagnosis or treatment for you or your horse from a number of sources, including health professionals (“Contributors”). Such information is for consumer educational use only and should not be considered, or used as a substitute for, professional medical advice, diagnosis or treatment. You should always seek the advice of a doctor or veterinarian, as applicable, for any questions you may have regarding your or your horse’s medical condition and you should never disregard or delay any medical attention or advice because of something that you have read on the Site.
We do not warrant the accuracy, completeness or correctness, timeliness, or usefulness of any health information contained on the Site. We do not recommend or endorse any specific products, opinions or other information that may appear on the Site, including the services of any Contributor. We do not check or validate the information dispensed by Contributors. In no event will we be liable to you or anyone else for any decision made or action taken by you or anyone else in reliance upon the information provided on the Site. You will hold us and the Contributors harmless for liability from any such actions or decisions taken by you in reliance upon such information.
The Site allocates advertising space on the Site in various sizes, forms and places. Your correspondence or business dealings with, or participation in promotions with, advertisers found on or through the Site or Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. We do not guarantee or warrant the performance of any person or entity advertising on the Site. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Site or in respect of the Services.
We, in our sole discretion and at any time may terminate your password, account or your use of, or access to, the Site or any Service, or remove and discard any Content or User Submission, for any reason, including if we believe that you have violated or acted inconsistently with the letter or spirit of these TOS or any applicable service terms for a particular Service. We may also, in its sole discretion and at any time, discontinue, on a temporary or permanent basis, providing the Site or any Service, or any part thereof, with or without notice. Any termination of your access to any Service, your password, or your account under any provision of these TOS or such service terms may be carried out without prior notice and we may immediately deactivate or delete your account and all related information and files in your account and bar any further access to such files, the Site or the Services. We shall not be liable to you or any third-party for any termination of your access to the Site or the Services.
YOU AGREE THAT THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TOS, THE SITE, User Submissions, Content or Services (INCLUDING YOUR VISIT TO OR USE OF THE SITE, User Submissions, Content or Services) SHALL BE FINAL AND BINDING ARBITRATION, except that to the extent that you or we have in any manner infringed upon or violated or threatened to infringe upon or violate the other party’s patent, copyright, trademark or trade secret rights, or you have otherwise violated any of the user conduct rules set forth above, then the parties acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought.
Arbitration under this Agreement shall be conducted under the Arbitration Act, 1991 (Ontario). The location of the arbitration and the allocation of costs and fees for such arbitration shall be Toronto, Ontario, Canada. The law to be applied in connection with the arbitration shall be the law of the Province of Ontario, and the laws of Canada applicable therein, but excluding its conflict of law rules. The parties shall agree on the arbitrator, failing which either party may apply to a judge of the Ontario Court, General Division under the Arbitration Act, 1991 (Ontario) for the appointment of a single arbitrator. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction, but in no event can an award exceed the amount of direct compensatory damages actually incurred by the claiming party. The parties further agree that no punitive or exemplary damages can be considered or awarded by the arbitrator.
18. Governing Law
The Site, User Submissions, Content and Services are controlled by us from offices within the Province of Ontario, Canada. By using the Site, you agree that all matters relating to the access to, or use (whether direct or indirect) of, the Site, User Submissions, Content or Services shall be governed by the laws of the province of Ontario and the federal laws of Canada applicable therein. Both we and you irrevocably submit to the non-exclusive jurisdiction of the courts of Ontario with respect to any matter arising hereunder or related hereto. The foregoing shall not limit our ability to seek injunctions and remedies in other jurisdictions that are required to stop continuing breaches of these TOS or any other service terms by you.
We makes no representation that the User Submissions, Content or Services are appropriate or available for use in other locations, and your access of the Site from territories where its contents are illegal is prohibited. Those who choose to access the Site, User Submissions, Content or Services from other locations acknowledge the global nature of the Internet, do so on their own initiative and are responsible for compliance with all applicable laws (including all local laws).
These TOS, the Site statement explaining the Site’s privacy policies and practices which is available at Privacy Statement and is incorporated herein by reference, and any specific service terms of service on the Site, constitute the entire agreement between you and us and govern your use of all Services and supersede all other agreements and understandings. The headings preceding the text, articles and sections hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of these TOS. If any provision of these TOS is found by a court of competent jurisdiction to be invalid, you and we nevertheless agree that the court should endeavour to give effect to our intentions as reflected in these TOS and, in any event, the other provisions of these TOS shall remain in full force and effect. No single or partial exercise or failure by us to exercise, and no delay in exercising, any right under these TOS shall operate as a waiver of such right. You agree that regardless of any applicable law to the contrary, any claim or cause of action arising out of or related to use of the Service, the Site or these TOS must be filed within six (6) months of the cause of action accruing or such cause of action is permanently barred. The parties confirm that it is their wish that this agreement, as well as any other documents relating to this agreement, including notices, schedules and authorizations have been and shall be drawn up in the English language only. Les signataires confirment leur volonté que la présente convention, de même que tous les documents s'y rattachant, y compris tout avis, annexe et autorisation, soient rédigés en anglais seulement.
If you have questions about these TOS for the Site, please contact us at [email protected]
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