PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING ANY OF THE SERVICES. BY ACCESSING AND/OR USING ANY OF THE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT.
IMPORTANT – YOU MUST BE AT LEAST 18 YEARS OLD TO USE ANY OF THE SERVICES. IF YOU ARE UNDER THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE, YOU MUST HAVE YOUR PARENT OR LEGAL GUARDIAN READ THE AGREEMENT BELOW AND AGREE TO IT FOR YOU. IF YOU DO NOT GET YOUR PARENT OR GUARDIAN TO READ AND AGREE TO THIS AGREEMENT, THEN YOU DO NOT HAVE PERMISSION TO USE ANY OF THE SERVICES.
IF YOU DO NOT UNDERSTAND OR AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT, AND YOU MUST NOT, ACCESS OR USE ANY OF THE SERVICES.
3. ELIGIBILITY. The Services are designed to be used by users located in Canada. Company make no representation that the Services are appropriate for use in locations other than Canada. You are solely responsible for compliance with all Applicable Law.
5. OWNERSHIP AND USE OF SERVICES CONTENT. The Services are owned by Company. Unless otherwise noted, all features and content on or relating to the Services, including, but not limited to, information and other materials, trademarks, trade dress, logos, illustrations, icons, images, artwork, graphics, photography, text, data, audio sound, software, and infrastructure, as well as their selection, assembly and arrangement (collectively, “Services Content”) are owned by Company or are licensed from third parties by Company. The Services, in whole and in part, and all Services Content are protected by copyright, trademark, service mark, trade name and other proprietary rights, and all such rights are reserved. You may not access or use the Services, or any portion of it, for any purpose other than to view the Services Content and make personal use of the services provided on the Services in accordance with this Agreement. As such, We authorize You to view or download a single copy of the Services Content solely for Your personal, non-commercial use. You must not, however, delete or alter any copyright or other notice We place on any such Services Content. Further, Your use of the Services does not grant You ownership rights of any kind in the Services. All rights not expressly granted herein are reserved.
6.1 Information and Services Content. The Services provide only general information. Not all Services Content is available or intended for all geographic areas. The Services allow You to view and use a variety of information, including, but not limited to, event or program listings. Services Content contained and offered through the Services is for general informational purposes only. While We may list information for evenst, activities or programs (collectively, “Events”), We do not check the accuracy of all the information We received or obtained. We may, but are under no obligation to, review such Services Content to determine whether it is up to date, accurate or otherwise complete. It is Your sole responsibility to check with the host or provider of any Event or to otherwise independently confirm all information obtained through Your use of the Services, including, but not limited to, Event details such as date, time, location, cost to attend or Event cancellation. Company undertakes no obligation to update, correct or modify any Services Content, including, but not limited to, any Event information.
6.2 Assumption of Risk. THE COMPANY GROUP (as defined below) MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE AVAILABILITY, ACCURACY, QUALITY, TIMELINESS, RELIABILITY, TRUTHFULNESS OR COMPLETENESS OF THE SERVICES CONTENT. YOU EXPRESSLY AGREE THAT USE OR RELIANCE ON SERVICES CONTENT OR ANY OTHER INFORMATION CONTAINED IN OR ACCESSED THROUGH THE SERVICE IS AT YOUR SOLE RISK. YOU AGREE THAT WE MAY ENFORCE THIS SECTION 6 ON BEHALF AND IN FAVOUR OF THE COMPANY GROUP AS THEIR AGENT AND TRUSTEE.
6.3 Your Conduct at Events. You agree that as between Company and You, Company cannot and will not be liable to You or any other person or entity in connection with any Event listed or promoted on the Services, including, but not limited to, any injury, liability, damage, cost and expense resulting from Your attendance or participation at any Event. You assume all risk in connection with Your participation or attendance at any Event.
7. PROHIBITED CONDUCT. You shall not use the Services (whether in whole or in part) in any manner except as expressly permitted by this Agreement. Without limiting the generality of the foregoing, You shall not, and shall not authorize or assist any third party to, directly or indirectly, do any of the following: (i) reproduce, retransmit, publish, display, distribute, disseminate, sell, license, sublicense, transfer, rent, lease, broadcast, timeshare, loan, disclose or otherwise make available the Services, the Services Content, or any part thereof, to any third party; (ii) modify, translate, adapt, alter, reverse engineer or create derivative works based upon the Services, the Services Content, or any part thereof; (iii) remove, obscure or alter any proprietary rights notice pertaining to any of the Services; (iv) use any robot, spider, scraper or other automated means to access the Services, Services Content or any part thereof; (v) interfere with or disrupt servers or networks used by Company or its service provider to provide the Services or used by other users' to access the Services, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user's full use and enjoyment of the Services; (vi) cause, in Company's sole discretion, inordinate burden on the Services or Company’s or its service providers’ system resources or capacity; (vii) access or use the Services in order to build a competitive product or service or copy any features or functions of any of the Services; (viii) circumvent, remove, alter, deactivate, degrade or thwart any of any security technology or software that is part of the Services; (ix) impersonate or attempt to impersonate any member of the Company Group; or (x) violate any Applicable Law. You acknowledge and additionally agree that We reserve the right to stop any conduct that restricts or inhibits other users of the Services from fully utilizing and enjoying the Services.
8. MODIFICATION AND AVAILABILITY OF THE SERVICES. We reserve the right to modify, discontinue, temporarily or permanently, the Services or any part or feature or functionality of the Services, with or without notice. We will not be liable to You or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof.
10. FEEDBACK. We welcome Your feedback and comments regarding the Services. By submitting or providing Us with comments, messages, suggestions, ideas, concepts, feedback or other information about the Services, Company and/or its operations (collectively, “Submissions”) You thereby and hereby: (i) represent and warrant that none of the Submissions are confidential or proprietary to You or to any other party; (ii) represent and warrant that none of the Submissions breach any agreement to which You are a party; and (iii) grant Company an exclusive fully paid-up, royalty-free, perpetual, irrevocable, unrestricted, transferable, sub-licensable, worldwide right and license to the right to use, share and commercialize Your Submissions in any way and for any purpose. You also waive in favour of Company and its successors and assigns any and all of Your moral rights in and to all Submissions. Furthermore, You agree that Company is not responsible for the confidentiality of any Submissions.
11. DISCLAIMER. TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, THE SERVICES ARE PROVIDED "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS”. COMPANY, COMPANY LICENSORS, COMPANY’S SUPPLIERS AND SERVICE PROVIDERS AND EACH OF THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, AGENTS AND REPRESENTATIVES (COLLECTIVELY, “COMPANY GROUP”) MAKE NO REPRESENTATIONS OR WARRANTIES, AND THERE ARE NO CONDITIONS, ENDORSEMENTS, UNDERTAKINGS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, (INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT) AS TO, ARISING OUT OF OR RELATED TO THE FOLLOWING: (I) THIS AGREEMENT; OR (II) THE SERVICES, INCLUDING, WITHOUT LIMITATION, SERVICES CONTENT. YOU AGREE THAT WE MAY ENFORCE THIS SECTION 11 ON BEHALF AND IN FAVOUR OF COMPANY GROUP AS THEIR AGENT AND TRUSTEE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
12. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL COMPANY GROUP BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON YOUR CLAIMS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, PROFITS, USE OF MONEY OR USE OF THE SERVICES, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OR IMPAIRMENT OF OTHER ASSETS) ARISING FROM THIS AGREEMENT, THE SERVICES, SERVICES CONTENT, EVENTS, LINKED SITES OR OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WILL COMPANY GROUP’S CUMULATIVE OR AGGREGATE LIABILITY TO YOU FOR DIRECT OR ANY OTHER DAMAGES OF ANY KIND OR NATURE IN CONNECTION WITH THE SERVICES, SERVICES CONTENT, EVENTS, LINKED SITES OR OTHERWISE UNDER THIS AGREEMENT EXCEED FIFTY CANADIAN DOLLARS (CDN $50.00). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU. YOU AGREE THAT WE MAY ENFORCE THIS SECTION 12 ON BEHALF AND IN FAVOUR OF THE COMPANY GROUP AS THEIR AGENT AND TRUSTEE.
13. INDEMNITY. To the maximum extent permitted by Applicable Law, You agree to indemnify and hold the Company harmless from any loss, expense, liability, claim, damage or demand alleged by any third party, including, but not limited to, reasonable legal fees and costs, due to or arising out of or in connection with: (I) Your use of the Services; or (II) a breach of this Agreement or any Additional Terms (all of the foregoing, “Claims and Losses”). You will cooperate fully as required by Company in the defense of any Claim and Losses. Notwithstanding the foregoing, Company retains the exclusive right to settle, compromise, and pay any and all Claims and Losses. Company reserves the right to assume the exclusive defense and control of any Claims and Losses.
14. TERMINATION. Company, in its sole discretion, reserves the right to terminate Your access to and use of the Services or any part hereof. Any such termination may be effected without any prior notice. Company will not be liable to You or any third party for any termination of Your access to the Services. We may, in Our sole discretion, suspend the Services at any time, with or without cause. All provisions of this Agreement, which by their nature should survive, shall survive termination of Services, including, but not limited to, ownership provisions, intellectual property, disclaimers, limitations of liability, indemnifications and Sections 1, 4, 6, 9 - 13, 15 and 16.
15. GOVERNING LAW. This Agreement shall be construed in accordance with and governed by the laws of the Province of Ontario and the laws of Canada applicable in that Province without regards to conflict of laws principles. The parties hereby expressly and irrevocably attorn to the jurisdiction of the courts in the Province of Ontario. The United Nations Convention on Contracts for the International Sale of Goods (also called the Vienna Convention, and which is cited in the statutes of Canada as the International Sales of Goods Contracts Convention Act) will not apply to this Agreement or the transactions contemplated by this Agreement.
16. MISCELLANEOUS. This Agreement (and the documents referred to herein, including, but not limited to, Additional Terms) constitutes the entire agreement between You and Us in relation to the use of the Services, and replace and extinguish all prior agreements, arrangements or undertakings of any nature made by the parties, whether oral or written, in relation to such subject matter. The division of this Agreement into Sections and subsections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. The failure of Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. You may not transfer or assign this Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law or otherwise, without the prior written consent of Company and any such assignment shall be null and void from the beginning. We may assign this Agreement and all rights and/or obligations hereunder to any third party without notice for any purpose, including, but not limited to, collection of unpaid amounts, or in the event of an acquisition, corporate reorganization, merger or sale of substantially all of the party’s assets to another entity. You hereby consent to such assignment. This Agreement shall enure to the benefit of and be binding upon Company's or Your respective heirs, executors, administrators, successors and permitted assigns.
If You have questions about this Agreement, feel free to contact Us.
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