Star Pow-R ‘Buy Local’ Concert Series Online Audition Terms and Conditions
Star Pow-r (the “Program”) is a Canadian Talent show & Competition, featuring singers and other musicians of all ages competing to win prizes. By participating in this online audition (the “Online Audition”) and submitting an online audition video (“Audition Video”) for consideration by Canyon Entertainment Group, Inc. (“Producer”) in connection with the Program, the Act (as defined below) acknowledges that it has read, understand and voluntarily agree to abide by these Online Audition and Video Submission Terms and Conditions (the “Terms and Conditions”) in their entirety. The effective date of these Terms and Conditions (the “Effective Date”) shall be the date on which the Act submits its Audition Video.
Prior to submitting an Audition Video, please confirm that each individual member of the Act meets the Eligibility Requirements in Section A below. In addition, please ensure that the Act’s Audition Video meets the Audition Video Submission Requirements in Section B below.
Audition Videos will stop being accepted on a date to be determined in the sole discretion of Producer (the “Video Submission Period”). No Audition Videos will be accepted after 11:59 p.m. PT on the close of the Video Submission Period.
Producer makes no guarantee that all online audition videos it receives will be reviewed.
As used herein, “User” will refer to the individual who completes the data fields on the Audition Website and uploads the Audition Video. User must be at least eighteen (18) years of age and, if registering on behalf of a person under eighteen years of age (each a “Minor”), must be authorized to act on behalf of such person (i.e., a parent or guardian).
A. Eligibility Requirements.
1. The Act must be able to prove at the time of the Act’s registration and audition that:
All members of an Act must either (i) be a Canadian citizen; (ii)be a legal permanent resident of the Canada; (iii) possess a current employment authorization card (EAD card) or have unrestricted employment authorization; or (iv) be in Canada legally at the time of the initial audition. All members of each act will be required to show proof of unrestricted employment authorization or have appropriate visa status in the United States that allows them to compete on the Program prior to live shows
2. Participants to an “Act” may include: 1) a participant who performs alone; or 2) multiple participants who perform together. Any participant in an Act that is under the age of eighteen (18) as of the date of submission must have his or her parent or legal guardian’s permission to participate in the Online Audition.
3. If the Act is made up of Minor(s) as of the date of submission, the Act MUST have a parent or legal guardian submit the Act’s Audition Video on the Act’s behalf. This of-age parent/legal guardian will register as the User, and may be asked to show proof that s/he is the parent or legal guardian or at least one member of the Act and authorized to bind the Act to the terms of these Terms and Conditions. If at least one (1) member of the Act is eighteen (18) years of age, the Act may designate that individual as the User, who will be asked to verify his/her age and confirm that s/he can bind all members of the Act.
4. Producer and/or Northern Heat Rib Series reserves the right to remove from the Program any person (including any member of the Act) Producer and/or Northern Heat Rib Series determines, in Producer’s and/or Northern Heat Rib Series’s sole discretion, is sufficiently connected with the Program or Producer, and Northern Heat Rib Series or their respective parents, subsidiaries or affiliated companies, or any of their respective licensees, successors or assigns; or any other person or entity connected with the production, administration or judging of the auditions or the Program; any television station or channel, cable network, or satellite network that may air or otherwise exhibit the Program or any variation thereof; any person or entity involved in the development, production, distribution, or other exploitation of the Program or any variation thereof; any sponsor of the Program or its or their advertising agency; or any person or entity supplying services or prizes to the Program, such that such person’s participation in the Program could create the appearance of impropriety. Conversely, Producer and/or NORTHERN HEAT RIB SERIES reserves the right to allow any person to remain part of the Program who may have a connection with the Program or any of the Producer Entities if, in Producer’s and/or NORTHERN HEAT RIB SERIES’s sole discretion, Producer and/or NORTHERN HEAT RIB SERIES determines that such person’s involvement in the Program does not and will not affect the integrity of the Program.
B. Audition Video Submission Requirements.
1. General Requirements.
(a) The Act may submit ONLY ONE (1) Audition Video.
(b) Audition Videos should be submitted at https://starpow-r.com/apply-now/ (“Apply Now”). Follow the onscreen prompts to upload the Act’s Audition Video. Audition Videos will NOT be accepted after 11:59 p.m. PT on the close of the Video Submission Period.
(c) At least one participant in an Act (or the parent or legal guardian of a participant in the Act that is a minor in his or her state of residence) must have Internet access during the Video Submission Period, and sign up as the User on Online Audition Website. There is no charge to become a User on the site.
(d) The Act’s Audition Video must be entered by a registered user of the Online Audition Website, who is at least eighteen (18) years old, and who has the authority to act on behalf of the other participants in the Act. If all the participants in an Act are minors in their state of residence, then the Act’s Audition Video must be entered by a parent or legal guardian of a participant in the Act who has the authority to act on behalf of the other participants in the Act.
(e) The Act’s Audition Video must comply with the requirements of this Section B. Any Audition Video that, in Producer’s discretion, does not comply with the requirements of this Section B may be disqualified.
(f) The Act’s Audition Video submission will not be complete until the Act have accepted these Terms and Conditions.
(g) Producer reserves the right to determine, in its sole discretion, the eligibility of each Act’s Audition Video. ELIGIBLE PARTICIPANTS MUST SUBMIT THE AUDITION VIDEO IN ACCORDANCE WITH THESE TERMS AND CONDITIONS.
(h) The Act’s conduct on the Online Audition Website shall also be governed by https://starpow-r.com/apply-now/ (“Live Competition Guidelines in 17 Cities in Ontario”). In the event of a discrepancy between these Terms and Conditions and the https://starpow-r.com/apply-now/Terms of Service, these Terms and Conditions shall control.
(i) Producer reserves the right in its sole discretion to modify or change the eligibility requirements or submission requirements hereunder from time to time and such modifications will be effective upon posting to the Online Audition Website.
2. Audition Video Content
(a) Audition Videos must conform to the requirements of these Terms and Conditions, as well as the Star Pow-r Auditions Terms of Service. Both these Terms and Conditions and the Star Pow-r Auditions Terms of Service may be amended from time to time.
(b) Video should be no greater than two (2) to three (3) minutes. The Act may include a short introduction (no more then thirty (30) seconds) stating the name of the Act, age(s) of members, where the Act is from, and any other information the Act would like to convey.
(c) Audition Videos must NOT contain material which is sexually explicit, obscene, pornographic, violent (for example, relating to murder, weapons, cruelty, abuse, etc.), discriminatory (based on race, sex, religion, national origin, physical disability, sexual orientation or age), illegal (for example, underage drinking, substance abuse, computer hacking, etc.), offensive, threatening, profane or harassing.
C. Judging. Audition Videos submitted for consideration in this Online Audition will be judged according to the same parameters as other auditions for the Program. If the Act is selected to progress in the audition process to the callback round of the competition, the Act may be required to provide or arrange for the Act’s own travel to the audition callback, which will be at a location selected by Producer in its sole discretion. If any member of the Act is a Minor, that individual’s parent or legal guardian must accompany them to the audition callback and may also provide or arrange for his or her own travel to the audition callback.
D. Further Documentation. In the event Producer chooses the Act to participate in the Program auditions, the Act will be required by the Producer to fill out, sign and agree to all of the terms and conditions of additional forms, including, without limitation, a Participant Agreement and Release and Confidentiality Agreement. In addition, the Act will be required to complete an extensive background questionnaire, and will be subject to a thorough background investigation and other examinations, at Producer’s discretion. If any member of the Act is a Minor, both the individual member and that member’s parent or legal guardian must sign each of the forms and cooperate in having the forms court approved, if and when requested by Producer. Any Minor members of an Act are accompanied to the audition by a guardian appointed by said member’s parent or legal guardian, that member must have the release signed and NOTARIZED by his/her parent or legal guardian with authority to sign on that member’s behalf, and bring the signed and notarized Release to the audition. If Producer chooses the Act to continue to the next round of the competition, the Act will be required to sign a recording contract, songwriting contract, talent management contract, live stage/touring contract and/or merchandising contract at Producer’s sole and absolute discretion. The Act’s family and/or guests should be prepared to sign releases concerning the possible taping and/or recording of their name, likeness, voice, conversation, etc. ALL FORMS MUST BE FILLED OUT COMPLETELY AND TRUTHFULLY. IF THE ACT FAILS TO COMPLETE ANY FORM, GIVE ANY FALSE INFORMATION, OR FAIL TO REVEAL ANY PERTINENT INFORMATION, THE ACT MAY BE DISQUALIFIED FROM THE AUDITION PROCESS.
E. Disqualifications: Producer reserves the right to disqualify and/or exclude, in its sole and absolute discretion, any individual from the audition process for any reason or for no reason at all, including without limitation, violation of any portion of these Terms and Conditions, or tampering with the entry process or the audition process. Producer also reserves the right to change these Terms and Conditions at any time, with or without notice. Being chosen to audition and/or compete at any level in the process does NOT ensure that the Act will be selected to continue to the next stage of the competition process.
F. License. The Act shall retain all ownership rights in the Act’s Audition Video. By submitting the Audition Video, the Act hereby grant to Producer, in perpetuity, a non-exclusive, royalty-free, sublicenseable and freely transferable license to use, reproduce, distribute, prepare derivative works of, display, adapt, reformat, translate, and otherwise exploit and perform all or any portion of the Audition Video for any purpose whatsoever, throughout the universe, including, without limitation, in connection with (i) the Program, including, without limitation, advertising, marketing, promotion, merchandising and the exploitation of any and all ancillary and subsidiary rights, and redistributing part or all of the Program (and derivative works thereof), and (ii) the business of Producer and/or NORTHERN HEAT RIB SERIES and Producer and/or NORTHERN HEAT RIB SERIES’s network of Internet websites, applications, interactive television, video on demand and any other media or technology (including, without limitation, Internet protocol, wireless or interactive platforms or interfaces) through which Producer and/or NORTHERN HEAT RIB SERIES may distribute content to end users, whether now existing or hereafter developed (together, the “Platforms”), in any and all media formats and through any and all media distribution and advertising and promotional purposes, without accounting, notification, credit or other obligation to the Act. For the avoidance of doubt, without limiting the generality of the rights granted to Producer and/or any Producer Entity, these rights include, without limitation, the absolute right to edit and/or alter any Audition Video distribute and synchronize all or any portion of the Act’s Audition Video in timed relation to any other visual elements; to web cast, pod cast, re-publish, re-broadcast, re-platform, port, syndicate, route, and link to and from all or any portion of the Act’s Audition Video; to encrypt, encode and decode, and compress and decompress all or any portion of the Act’s Audition Video; to edit, mix, combine, merge, distort, superimpose, create or add special effects, illusions and/or other material to or of all or any portion of the Act’s Audition Video; to create composite, stunt, comic or unusual photographs, videos, animations, motion pictures and/or voice reproductions from all or a portion of the Act’s Audition Video; and to excerpt and/or extract portions of the Act’s Audition Video in order to host, store, index, categorize and display the Act’s Audition Video on or through the Platforms. Producer has no obligation to review the Act’s Audition Video or to use the Act’s Audition Video in any manner whatsoever.
G. Representations and Warranties / Indemnification. The Act represent and warrant as follows: (i) the Act is the copyright owner of the Audition Video, or has the necessary authorization to submit the Audition Video hereunder, (ii) the performance in the Audition Video is the Act’s own original work; (iii) the Audition Video is wholly original with the Act and as of the date of submission, is not the subject of any actual or threatened litigation or claim; (ii) the Audition Video neither infringes upon nor violates the intellectual property rights or other rights of any other person or entity; (iii) the Audition Video does not and will not violate any applicable laws, and meets the Audition Video Submission Requirements set forth in Section B above. The Act will, upon request, furnish to Producer any documentation, substantiation, and releases necessary and reasonably required for all copyrighted material, music, identifiable third parties, identifiable locations, and releases from anyone who assisted in the creation of the Audition Video to prove, confirm, verify, and substantiate participant’s compliance with any or all of these Terms and Conditions, including, without limitation, the foregoing representations and warranties. In the event the Act cannot provide all required releases, Producer reserves the right, in its sole discretion, to discard or remove the Act’s Audition Video, or seek to secure the releases and clearances for the benefit of Producer and/or the Producer Entities, or may allow the applicable Audition Video to be utilized. Additionally, the Act represent and warrant that the Act will not acquire any trademark rights, copyrights, or any other rights in the trademarks, trade names, logos or other intellectual property of Producer or any other Producer Entity. Each Producer Entity specifically reserves its respective right to protect its intellectual property against any infringement or other illegal or improper use. The Act agree to indemnify and hold harmless the Producer Entities, and each of them, from and against any and all third party claims, actions or proceedings of any kind and from any and all damages, liabilities, costs and expenses relating to or arising out of any breach or alleged breach of any of the warranties, representations or agreements of the Act hereunder.
H. Conditions of Participation. This Online Audition is subject to all applicable federal, state, and local laws. The Act hereby: (a) agrees that Producer Entities shall have no liability whatsoever for, and shall be held harmless by the Act against any liability for any injuries, losses or damages of any kind to person(s) (including death) or property resulting in whole or in part, directly or indirectly, as a result of participating in this Online Audition or any related activity; (b) release the Producer Entities and their respective advertising and promotion partners, fulfillment and/or judging agencies, retailers, franchises, agents and their estate and/or family members from all liability, claims, action, or proceedings relating to this Online Audition and from injuries or damages arising in connection with or relating to participation in this Online Audition; and (c) waive any right to claim ambiguity in the Online Audition or these Terms and Conditions. Producer and NORTHERN HEAT RIB SERIES reserve the right to modify these Terms and Conditions, remove suspect Audition Videos, and/or cancel, terminate or suspend any portion of this Online Audition at any time and for any reason (or no reason at all) in their absolute discretion. Producer reserves the right to disqualify and/or exclude, in its sole and absolute discretion, any individual from any of the auditions for any reason or for no reason at all, including without limitation, violation of any portion of the Program rules, violation of any of these Terms and Conditions, or tampering with the entry process or the audition process. Producer also reserves the right to change the Program rules and procedures at any time. Being chosen to audition and/or compete at any level in the competition does NOT ensure that the Act will be selected to advance to the next stage of the competition process.
J. Nature of Relationship / Waiver of Equitable Relief. The Act understand and acknowledge that the Producer Entities have wide access to ideas, stories, designs, and other literary materials, and that new ideas are constantly being submitted to them or being developed by their own respective employees. The Act acknowledge that many ideas may be competitive with, similar or identical to the Audition Video and/or each other in theme, idea, format or other respects. The Act acknowledge and agree that the Act will not be entitled to any compensation as a result of the use by the Producer Entities of any such similar or identical material. The Act acknowledge and agree that the Producer Entities do not now and shall not have in the future any duty or liability, direct or indirect, vicarious, contributory, or otherwise, with respect to the infringement or protection of the copyright in and to the Audition Video. The Act acknowledge that, with respect to any claim by the Act relating to or arising out of the actual or alleged exploitation or use of any Audition Video or other material submitted in connection with the Online Audition by any Producing Entity, the damage, if any, thereby caused to the Act will not be irreparable or otherwise sufficient to entitle the Act to seek injunctive or other equitable relief or in any way enjoin the production, distribution, exhibition or other exploitation of the Audition Video or the Program or any other production based on or allegedly based on the Audition Video or the Program, and the Act’s rights and remedies in any such event shall be strictly limited to the right to recover damages, if any, in an action at law.
K. Important: Please Read General Release and Limitations on Liability. By participating in this Online Audition, the Act agree that: (1) any and all disputes, claims, and causes of action arising out of or connected with the Online Audition, shall be resolved individually, without resort to any form of class action; (2) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with participating in the Online Audition, but in no event will attorneys’ fees be awarded or recoverable; and (3) under no circumstances will the Act be permitted to obtain any award for, and the Act hereby knowingly and expressly waive all rights to seek, punitive, incidental or consequential damages and/or any other damages, other than actual out-of-pocket expenses, and/or any and all rights to have damages multiplied or otherwise increased. The Act acknowledge and agree that the Producer Entities, their agencies, web masters/suppliers, contractors and vendors are not responsible for any costs, injuries, losses, or damages of any kind arising from or in connection with: (i) incomplete, lost, late, misdirected, or illegible submissions or for failure to receive submissions due to any cause, including without limitation human, transmission, or technical problems, failures, or malfunctions of any kind, whether originating with sender, with the Producer Entities or otherwise, that may limit an participant’s ability to participate in this Online Audition; (ii) incorrect or inaccurate information whether caused by Internet users, or by any equipment or programming associated with or utilized in connection with this Online Audition and assume no responsibility for any error, omission, malfunction, interruption, deletion, defect, or delay in operation or transmission, communications line failure, theft, or destruction or unauthorized access to, tampering, or hacking; (iii) any injury or damage resulting from participation in the Online Audition (including, without limitation, claims, costs, injuries, losses and damages related to personal injuries, death, damage to, loss or destruction of property, or any claims, costs, injuries, losses, or damages related to or based on the participant’s rights of publicity or privacy); or (iv) any claim by the Act for defamation or portrayal in a false light. Producer Entities assume no responsibility for any damage to the Act’s computer system, which is occasioned by accessing the Online Audition Website, or participating in this Online Audition, or for any computer system, phone line, hardware, software or program malfunctions, or other errors, failures, delayed computer transmissions or network connections that are human or technical in nature, or for the incorrect or inaccurate capture of information, or the failure to capture any information. Producer reserves the right, in its sole discretion, to disqualify any participant that violates the Audition Video Submission Requirements, tampers with the Audition Video process or operation of the Online Audition or acts in an unsportsmanlike or disruptive manner, or with intent to threaten, abuse or harass any other person. If, for any reason, this Online Audition is not capable of operating as planned by reason of infection by computer virus, worms, bugs, tampering, hacking, unauthorized intervention, fraud, technical failures or any other causes which, in the sole opinion of Producer or NORTHERN HEAT RIB SERIES, corrupt or affect the administration, security, integrity or proper conduct of this Online Audition, Producer and NORTHERN HEAT RIB SERIES reserve the right, at their absolute discretion, to close the Audition Video Submission Period at any time, cancel, terminate, modify or suspend this Online Audition or take any other action deemed fair and equitable by Producer and/or Audition Booth.
L. Governing Law. ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEABILITY OF THESE TERMS AND CONDITIONS, OR THE RIGHTS AND OBLIGATIONS OF SUBMITTERS IN CONNECTION WITH THE ONLINE AUDITION OR IN CONNECTION WITH ANY AUDITION OR OTHER MATERIAL SUBMITTED IN CONNECTION WITH THE ONLINE AUDITIONS, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW, RULES OR PROVISIONS THAT WOULD CAUSE THE APPLICATION OF ANY OTHER STATE’S LAWS. THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OF THESE TERMS AND CONDITIONS SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION. IN THE EVENT THAT ANY PROVISION IS DETERMINED TO BE INVALID OR OTHERWISE UNENFORCEABLE OR ILLEGAL, THESE TERMS AND CONDITIONS SHALL OTHERWISE REMAIN IN EFFECT AND SHALL BE CONSTRUED IN ACCORDANCE WITH THEIR TERMS AS IF THE INVALID OR ILLEGAL PROVISION WERE NOT CONTAINED HEREIN.
IN NO EVENT WILL THE PRODUCER ENTITIES, THEIR PARENT, AFFILIATES, SUBSIDIARIES AND RELATED COMPANIES, THEIR ADVERTISING OR PROMOTION AGENCIES, WEB MASTERS/SUPPLIERS, VENDORS, CONTRACTORS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE ACT’S PARTICIPATION IN THE ONLINE AUDITION. SOME JURISDICTIONS MAY NOT ALLOW LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO THE ACT OR MEMBERS OF THE ACT. CHECK LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THESE LIMITATIONS OR EXCLUSIONS.
CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THIS ONLINE AUDITION MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, THE PRODUCER ENTITIES RESERVE THE RIGHT TO SEEK DAMAGES TO THE FULLEST EXTENT OF THE LAW.
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- Many types of disputes that may arise in connection with your access to and use of the Site are subject to mandatory arbitration – which includes your waiver of a right to a jury trial. (Section 8)
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If You Want to Use This Site,
then carefully read these entire Terms, as they constitute a written agreement between you and CEG and they affect your legal rights and obligations. Each time you access and/or use the Site (other than to simply read these Terms), you agree to be bound by and comply with these Terms and any Additional Terms then posted. Therefore, do not use the Site if you do not agree.
The business realities associated with operating the Site are such that, without the limitations that are set forth in these Terms — such as your grants and waivers of rights, the limitations on our liability, your indemnity of us, and our arbitration of certain disputes – we would not make the Site available to you.
Linkable Table of Contents
It is important that you read and understand these entire Terms before using the Site. To ease review, each section below includes a brief introductory summary and a link to the full explanation. You can click on the headings and “More” links to be taken to the full explanation. Any capitalized terms that appear, but are not defined in the introduction, have the meanings given to them elsewhere in the Terms.
1.Site Content, Ownership, Limited License, and Rights of Others
We only grant you a limited revocable license to use the Site for your own non-commercial use subject to rules and limitations. More
You grant us a broad license, which we may sublicense, to the content you submit,, which you represent you have the right to allow us to use. You, however, retain ownership of and responsibility for, your content. Use of our Site is subject to community usage rules and we have the right to manage our Site to keep its content appropriate. More
Your use of our Site is subject to various restrictions designed to protect the Site and our users. We may change or discontinue our Site in whole or in part. More
You will need to input true, accurate information about yourself or your child. More
You may link to our sites, subject to some basic rules. More
We are not responsible for third parties or their apps or sites. More
Wireless carrier charges may apply to use of the Service via wireless networks or Devices. More
You agree to arbitrate most disputes and waive jury trial and class actions. More
We disclaim most warranties and provide the Site “As Is”. More
Our liability is greatly limited. More
You waive equitable or injunctive relief. More
You agree to various other terms and conditions. More
1. Site Content, Ownership, Limited License, and Rights of Others
A. Content. The Site contains a variety of: (i) materials and other items relating to CEG and its products and services, and similar items from our licensors and other third parties, including all layout, information, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, articles, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Site, and the compilation, assembly, and arrangement of the materials of the Site and any and all copyrightable material (including source and object code); (ii) trademarks, logos, trade names, service marks, and trade identities of various parties, including those of CEG (collectively, “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”).
B. Ownership. The Site (including past, present, and future versions) and the Content are owned or controlled by CEG and our licensors and certain other third parties. All right, title, and interest in and to the Content available via the Site is the property of CEG or our licensors or certain other third parties, and is protected by Canadian., and international copyright, trademark, patent, or other intellectual property rights and laws to the fullest extent possible. CEG owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Site.
C. Limited License. Subject to your strict compliance with these Terms and the Additional Terms, CEG grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to: (i) download (temporary storage only), display, view, use, play and/or print one copy of the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non-commercial use only, and (ii) to use certain Content that we may from time to time make available on the Site explicitly for you for use as part of your User-Generated Content (defined below) (“CEG Licensed Elements”), but only for such purposes as may be explicitly stated at the time that the CEG Licensed Elements are made available on the Site; but we and our licensors and certain other third parties, as the case may be, retain ownership of such CEG Licensed Elements. The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in CEG’s sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of Content and/or CEG Licensed Elements, subject to certain Additional Terms.
D. Rights of Others. In using the Site, you must respect the intellectual property and other rights of CEG and others. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. CEG respects the intellectual property rights of others. If you believe that your work has been infringed by means of an improper posting or distribution of it via the Site, then please see Section 5 and Section 6 below.
2. Content You Submit and Community Usage Rules
A. User-Generated Content.
(i) General. CEG may now or in the future offer users of the Site the opportunity to create, build, post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Site messages, auditions, illustrations, files, images, articles, graphics, photos, comments, responses, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, but excluding CEG Licensed Elements included therein, “User-Generated Content”). CEG may allow you to do this through your Profile Page (defined below), forums, blogs, message boards, social networking environments, content, creation tools, gameplay, social communities, e-mail, and other communications functionality. Subject to the rights and license you grant in these Terms, you retain whatever legally cognizable right, title, and interest that you have in your User-Generated Content and you remain ultimately responsible for it.
In your communications with CEG, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including, without limitation, ideas, concepts, inventions, or designs for music, web sites, apps, software, books, scripts, screenplays, motion pictures, television shows, theatrical productions, or otherwise (collectively, “Unsolicited Ideas and Materials”). Any Unsolicited Ideas and Materials you post on or send to us via the Site are deemed User-Generated Content and licensed to us as set forth below. In addition, CEG retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. CEG’s receipt of your Unsolicited Ideas and Materials is not an admission by CEG of their novelty, priority, or originality, and it does not impair CEG’s right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.
(iii) License to CEG of Your User-Generated Content. Except as otherwise described in any applicable Additional Terms, which specifically govern the submission of your User-Generated Content), you hereby grant to CEG, and you agree to grant to CEG, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User-Generated Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such User-Generated Content and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any User-Generated Content for any purposes whatsoever, including developing, producing, and marketing products and/or services. In order to further effect the rights and license that you grant to CEG to your User-Generated Content, you also hereby grant to CEG, and agree to grant to CEG, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User-Generated Content, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User-Generated Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 2(A)(iii).
(iv) CEG’s Exclusive Right to Manage our Venue. CEG may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your User-Generated Content, and CEG may, in its sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of User-Generated Content without notice or any liability to you or any third party in connection with our operation of User-Generated Content venues in an appropriate manner. Without limitation, we may do so to address content that comes to our attention that we believe is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal or otherwise objectionable or inappropriate, or to enforce the rights of third parties or these Terms or any applicable Additional Terms, including, without limitation, the content restrictions set forth below in the Rules (defined in Section 2(B)). Such User-Generated Content submitted by you or others need not be maintained on the Site by us for any period of time and you will not have the right, once submitted, to access, archive, maintain, or otherwise use such User-Generated Content on the Site or elsewhere.
(v) Representations and Warranties Related to Your User-Generated Content. Each time you submit any User-Generated Content, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside and are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor who is depicted in or contributed to any User-Generated Content you submit, and that, as to that User-Generated Content, (a) you are the sole author and owner of the intellectual property and other rights to the User-Generated Content, or you have a lawful right to submit the User-Generated Content and grant CEG the rights to it that you are granting by these Terms and any Additional Terms, all without any CEG obligation to obtain consent of any third party and without creating any obligation or liability of CEG; (b) the User-Generated Content is accurate; (c) the User-Generated Content does not and, as to CEG’s permitted uses and exploitation set forth in these Terms, will not infringe any intellectual property or other right of any third party; and (d) the User-Generated Content will not violate these Terms (including the Rules) or any Additional Terms, or cause injury or harm to any person.
(vi) Enforcement. CEG has no obligation to monitor or enforce your intellectual property rights to your User-Generated Content, but you grant us the right to protect and enforce our rights to your User-Generated Content, including by bringing and controlling actions in your name and on your behalf (at CEG’s cost and expense, to which you hereby consent and irrevocably appoint CEG as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).
B. Community Usage Rules. As a user of the Site, these Community Usage Rules (“Rules”) are here to help you understand the conduct that is expected of members of the Site’s online communities (“Communities”).
(i) Nature of Rules. Your participation in the Communities is subject to all of the Terms, including these Rules:
- Your User-Generated Content. All of your User-Generated Content either must be original with you or you must have all necessary rights in it from third parties in order to permit you to comply with these Terms and any Additional Terms. Your User-Generated Content should not contain any visible logos, phrases, or trademarks that belong to third parties. Do not use any User-Generated Content that belongs to other people and pass it off as your own; this includes any content that you might have found elsewhere on the Internet. If anyone contributes to your User-Generated Content or has any rights to your User-Generated Content, or if anyone appears or is referred to in the User-Generated Content, then you must also have their permission to submit such User-Generated Content to CEG. (For example, if someone has taken a picture of you and your friend, and you submit that photo to CEG as your User-Generated Content, then you must obtain your friend’s and the photographer’s permission to do so.)
- Speaking of Photos: No Pictures, Videos, or Images of Anyone Other Than You and Your Friends and Family. If you choose to submit photos to the Site, link to embedded videos, or include other images of real people, then make sure they are of you or of you and someone you know – and only if you have their express permission to submit it.
- Act Appropriately. All of your Site activities must be venue appropriate, as determined by us. Be respectful of others’ opinions and comments so we can continue to build Communities for everyone to enjoy. If you think your User-Generated Content might offend someone or be embarrassing to someone, then chances are it probably will and it doesn’t belong on the Site. Cursing, harassing, stalking, insulting comments, personal attacks, gossip, and similar actions are prohibited. Your User-Generated Content must not threaten, abuse, or harm others, and it must not include any negative comments that are connected to race, national origin, gender, sexual orientation, physical handicap or any other prohibited grounds of discrimination. Your User-Generated Content must not be defamatory, slanderous, indecent, obscene, pornographic, or sexually explicit.
- Do Not Use for Commercial or Political Purposes. Your User-Generated Content must not advertise or promote a product or service or other commercial activity, or a politician, public servant, or law.
- Do Not Use for Inappropriate Purposes. Your User-Generated Content must not promote any infringing, illegal, or other similarly inappropriate activity. User-Generated Content that constitutes “junk mail”, “spam”, “chain letters”, pyramid schemes” or other forms of solicitation is prohibited.
- Be Honest and Do Not Misrepresent Yourself or Your User-Generated Content. Do not impersonate any other person, user, or company, and do not submit User-Generated Content that you believe may be false, fraudulent, deceptive, inaccurate, or misleading, or that misrepresents your identity or affiliation with a person or company.
- Others Can See. We hope that you will use the Communities to exchange information and content and have venue appropriate discussions with other members. However, please remember that the Communities are public or semi-public and User-Generated Content that you submit on the Site within a Community may be accessible and viewable by other users. Do not submit personally identifying information (e.g., first and last name together, password, phone number, address, credit card number, medical information, e-mail address, or other personally identifiable information or contact information) on Community spaces and take care when disclosing this type of information to others.
- Don’t Share Other Peoples’ Personal Information. Your User-Generated Content should not reveal another person’s address, phone number, e-mail address, social security number, credit card number, medical information, financial information, or any other information that may be used to track, contact, or impersonate that individual, unless, and in the form and by the method, specifically requested by CEG.
- Don’t Damage the Site or Anyone’s Computers or Other Devices. Your User-Generated Content must not submit viruses, Trojan horses, spyware, or any other technologies or malicious code that could impact the operation of the Site or any computer or other Device.
If you submit User-Generated Content that CEG reasonably believes violates these Rules, then we may take any legally available action that we deem appropriate, in our sole discretion. However, we are not obligated to take any action not required by law. We may require at any time, proof of the permissions referred to above in a form acceptable to us. Failure to provide such proof may lead to, among other things, the User-Generated Content in question being removed from the Site.
(ii) Your Interactions With Other Users; Disputes. You are solely responsible for your interaction with other users of the Site, whether online or offline. We are not responsible or liable for the conduct or content of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment in your interactions with others (e.g., when you submit any personal or other information) and in all of your other online activities.
C. Alerting Us of Violations. If you discover any content that violates these Terms, then you may report it to ___@_________.com. For alleged infringements of intellectual property rights, see Section 5 and Section 6 below.
3. Site and Content Use Restrictions
A. Site Use Restrictions. You agree that you will not: (i) aside from your purchase of goods or services offered for sale by CEG or its affiliates, use the Site for any political or commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, and selling products); (ii) use any meta tags or any other “hidden text” utilizing any CEG Trademarks or trade names; (iii) engage in any activities through or in connection with the Site that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to CEG; (iv) reverse engineer, decompile, disassemble, reverse assemble, or modify any Site source or object code or any software or other products, services, or processes accessible through any portion of the Site; (v) engage in any activity that interferes with a user’s access to the Site or the proper operation of the Site, or otherwise causes harm to the Site, CEG, or other users of the Site; (vi) interfere with or circumvent any security feature of the Site or any feature that restricts or enforces limitations on use of or access to the Site, the Content, or the User-Generated Content; (vii) harvest or otherwise collect or store any information (including personally identifiable information about other users of the Site, including e-mail addresses, without the express consent of such users); (viii) attempt to gain unauthorized access to the Site, other computer systems or networks connected to the Site, through password mining or any other means; or (ix) otherwise violate these Terms or any Additional Terms.
B. Content Use Restrictions. You also agree that, in using the Site: (i) you will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Site by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) you will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout); (iii) you will keep intact all Trademark, copyright, and other intellectual property notices contained in such Content; (iv) you will not use such Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) you will not make any modifications to such Content (other than to the extent of your permitted use of the CEG Licensed Elements, if applicable); (vi) you will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or any Additional Terms or with the prior written consent of an officer of CEG or, in the case of Content from a licensor, the owner of the Content; and (vii) you will not insert any code or product to manipulate such Content in any way that adversely affects any user experience.
C. Availability of Site and Content. CEG may immediately suspend or terminate the availability of the Site and Content (and any elements and features of them), in whole or in part, for any reason, in CEG’s sole discretion, and without advance notice or liability.
D. Reservation of All Rights Not Granted as to Content and Site. These Terms and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Site. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by CEG and its licensors and other third parties. Any unauthorized use of any Content or the Site for any purpose is prohibited.
If you are between the ages of 7 and 14 and wish to audition for the program featured on this Site (assuming such program accepts candidates in that age range), you must ask your parent or legal guardian to apply on the Site in your behalf.
During application, you will insert a name, group name, email address, age, location and phone number. You agree that: (i) You will not input personal information that may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive. We may reject the use of any information for any other reason in our sole discretion; (ii) You will provide true, accurate, current, and complete registration information about yourself or your child in the application page and any other steps in the application process.
We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.
If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, any Additional Terms, or any applicable law, then we may suspend or terminate your account. We also reserve the more general and broad right to terminate your application or suspend or otherwise deny you access to it or its benefits – all in our sole discretion, for any reason, and without advance notice or liability.
5. Links by You to the Site
We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Site, so long as: (a) the links only incorporate text, and do not use any T, (b) the links and the content on your website do not suggest any affiliation with CEG or cause any other confusion, and (c) the links and the content on your website do not portray CEG or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to CEG. CEG reserves the right to suspend or prohibit linking to the Site for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.
6. Linked-To Websites; Advertisements; Dealings with Third Parties
A. Third-Party Content and Sites; Advertisements. The Site may contain links to third-party websites that are not owned, controlled or operated by CEG, and the Service may also include links to third-party ads on the Service or otherwise, to or from third-party websites (collectively, “Third-Party Sites”), including websites operated by advertisers, licensors, licensees, and certain other third parties who may have business relationships with CEG. CEG may have no control over the content, operations, policies, terms, or other elements of Third-Party Sites, and CEG does not assume any obligation to review any Third-Party Sites. CEG does not endorse, approve, or sponsor any Third-Party Sites, or any third-party content, advertising, information, materials, products, services, or other items. Furthermore, CEG is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such sites. Finally, CEG will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these Third-Party Sites. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of the Third-Party Sites. CEG disclaims all liability in connection therewith.
B. Dealings with Third Parties. Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Service (including on or via Third-Party Sites or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like). CEG disclaims all liability in connection therewith.
A. Wireless Features. The Site may offer certain features and services that are available to you via your wireless Device. These features and services may include the ability to access the Site’s features and upload content to the Site, receive messages from the Site, and download applications to your wireless Device (collectively, “Wireless Features”). Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Device. You should check with your carrier to find out what plans are available and how much they cost. Contact your carrier with questions regarding these issues.
B. Terms of Wireless Features. You agree that as to the Wireless Features for which you are registered for, we may send communications to your wireless Device regarding us or other parties. Further, we may collect information related to your use of the Wireless Features. If you have registered via the Site for Wireless Features, then you agree to notify CEG of any changes to your wireless contact information (including phone number) and update your accounts on the Site to reflect the changes.
8. Dispute Resolution
Certain portions of this Section 10 are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and CEG agree that we intend that this Section 10 satisfies the “writing” requirement of the Federal Arbitration Act. This Section 10 can only be amended by mutual agreement.
A. First – Try to Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to the Site, the Content, your User-Generated Content, these Terms, or any Additional Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of CEG’s actual or alleged intellectual property rights (an “Excluded Dispute”, which includes those actions set forth in Section 10(D)), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this Section 10(A). Your notice to us must be sent to: One Three Media, 3000 Olympic Blvd., Building 1, Suite 2520, Santa Monica, CA 90404 (Attn: Legal). For a period of sixty (60) days from the date of receipt of notice from the other party, CEG and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or CEG to resolve the Dispute or Excluded Dispute on terms with respect to which you and CEG, in each of our sole discretion, are not comfortable.
B. Forums for Alternative Dispute Resolution.
(i) Arbitration. If we cannot resolve a Dispute as set forth in Section 10(A) within sixty (60) days of receipt of the notice, then either you or we may submit the Dispute to formal arbitration in accordance with this Section 10(B). If we cannot resolve an Excluded Dispute as set forth in Section 10(A) within sixty (60) days of receipt of the notice, then either you or we may submit the Excluded Dispute to formal arbitration only if you and CEG consent, in a writing signed by you and an Officer or legal representative of CEG, to have that Excluded Dispute subject to arbitration. In such a case (and only in such a case), that Excluded Dispute will be deemed a “Dispute” for the remainder of this Section 10(B).
Upon expiration of the applicable sixty-day period and to the fullest extent permitted by applicable law, a Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the Canadian Arbitration Association (“CAA”). If the Dispute has a claimed value of not more than $250,000, then the arbitration will be heard and determined by a single neutral arbitrator who is a retired judge or a lawyer with not less than fifteen (15) years’ experience as a practicing member of the bar in the substantive practice area related to the Dispute, who will administer the proceedings in accordance with the CAA’s Supplementary Procedures for Consumer Related Disputes. If the Dispute has a claimed value of more than $250,000, or if CEG elects in its sole discretion to bear the costs of arbitration in excess of those that would occur for a proceeding before a single neutral arbitrator, then the arbitration will be heard and determined by a three-member panel, with one member to be selected by each party and the third (who will be chair of the panel) selected by the two party-appointed members or by the AAA in accordance with the Commercial Arbitration Rules. The arbitrator or arbitration panel, as the case may be, will apply applicable law and the provisions of these Terms and any Additional Terms, will determine any Dispute according to the applicable law and facts based upon the record and no other basis, and will issue a reasoned award. If you and CEG do not both consent to the arbitration of an Excluded Dispute as set forth in the immediately preceding paragraph of this Section 10(B)(i), then this paragraph and the remainder of this Section 10(B) will not apply to the Excluded Dispute.
If a party properly submits the Dispute to the CAA for formal arbitration and the CAA is unwilling or unable to set a hearing date within sixty (60) days of the filing of a “demand for arbitration,” then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of CEG consent to in writing. The substantive practice area requirements for the arbitrator and the $250,000 threshold for a the number of arbitrators assigned to the Dispute set forth in the paragraph above for the CAA arbitration will also apply to any such arbitration under JAMS or another arbitration service. You can obtain CAA and JAMS procedures, rules, and fee information as follows:
AAA: 416.362.8555 JAMS: 416.761.1084
(ii) Nature, Limitations, and Location of Alternative Dispute Resolution. In arbitration, as with a court, the arbitrator must honor the terms of these Terms (and any Additional Terms) and can award the prevailing party damages and other relief (including attorneys’ fees). However, WITH ARBITRATION (A) THERE IS NO JUDGE OR JURY, (B) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (C) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED. All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. If an in-person arbitration hearing is required, then it will be conducted in the “metropolitan statistical area” (as defined by the Statistics Canada) where you are a resident at the time the Dispute is submitted to arbitration. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require CEG to pay a greater portion or all of such fees and costs in order for this Section 10 to be enforceable, then CEG will have the right to elect to pay the fees and costs and proceed to arbitration. Discovery will be permitted pursuant to the applicable arbitration rules. The arbitrator’s decision must consist of a written statement stating the disposition of each claim of the Dispute, and must provide a statement of the essential findings and conclusions on which the decision and any award (if any) is based. Judgment on the arbitration decision and award (if any) may be entered in or by any court that has jurisdiction over the parties pursuant to Section 9 of the Federal Arbitration Act.
C. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT A EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 10(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES — OR IT WILL BE FOREVER BARRED.
D. Injunctive Relief. The foregoing provisions of this Section 10 will not apply to any legal action taken by CEG to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Site, any Content, your User-Generated Content and/or CEG’s intellectual property rights (including such CEG may claim that may be in dispute), CEG’s operations, and/or CEG’s products or services.
E. Small Claims Matters Are Excluded from Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court, subject to Section 10(G).
F. No Class Action Matters. Disputes will be arbitrated only on an individual basis and will not be consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. But if, for any reason, any court with competent jurisdiction or any arbitrator selected pursuant to Section 10(B)(i) holds that this restriction is unconscionable or unenforceable, then our agreement in Section 10(B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 10(G).
G. Federal and State Courts in Ontario. Except to the extent that arbitration is required in Section 10(B), and except as to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute may only be instituted in state or federal court in Ontario. Accordingly, you and CEG consent to the exclusive personal jurisdiction and venue of such courts for such matters.
YOUR ACCESS TO AND USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE, INCLUDING THE CONTENT, IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. Therefore, to the fullest extent permissible by law, CEG and its subsidiaries and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, “CEG Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:
(a)the Site (including the Content and the User-Generated Content);
(b)the functions, features, or any other elements on, or made accessible through, the Site;
(c)any products, services, or instructions offered or referenced at or linked through the Site;
(d)security associated with the transmission of your User-Generated Content transmitted to CEG or via the Site;
(e)whether the Site or the servers that make the Site available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device);
(f)whether the information (including any instructions) on the Site is accurate, complete, correct, adequate, useful, timely, or reliable;
(g)whether any defects to or errors on the Site will be repaired or corrected;
(h)whether your access to the Site will be uninterrupted;
(i)whether the Site will be available at any particular time or location; and
(j)whether your use of the Site is lawful in any particular jurisdiction.
EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A CEG PARTY, CEG PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.
Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.
10. Limitations of our Liability
UNDER NO CIRCUMSTANCES WILL ANY CEG PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages of any kind that are directly or indirectly related to:
(a)the Site (including the Content and the User-Generated Content);
(b)your use of or inability to use the Site, or the performance of the Site;
(c)any action taken in connection with an investigation by CEG Parties or law enforcement authorities regarding your access to or use of the Site;
(d)any action taken in connection with copyright or other intellectual property owners or other rights owners;
(e)any errors or omissions in the Site’s technical operation; or
(f)any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.
The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if CEG Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Site).
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.
EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CEG PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SITE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID CEG IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A COURT OR TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE. FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY CEG OR A MANUFACTURER OF A PHYSICAL PRODUCT.
11. Waiver of Injunctive or Other Equitable Relief
IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SITE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, USER-GENERATED CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY CEG (INCLUDING YOUR LICENSED USER-GENERATED CONTENT) OR A LICENSOR OF CEG.
12. General Provisions
B. CEG’s Consent or Approval. As to any provision in these Terms or any Additional Terms that grants CEG a right of consent or approval, or permits CEG to exercise a right in its “sole discretion,” CEG may exercise that right in its sole and absolute discretion. No CEG consent or approval may be deemed to have been granted by CEG without being in writing and signed by an officer of CEG.
C. Applicable Law. These Terms and any Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with, the laws of the state of Ontario, without regard to its conflicts of law provisions.
D. Indemnity. You agree to, and you hereby, defend, indemnify, and hold CEG Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any CEG Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) your User-Generated Content; (ii) your use of the Site and your activities in connection with the Site; (iii) your breach or alleged breach of these Terms or any Additional Terms; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Site or your activities in connection with the Site; (v) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) CEG Parties’ use of the information that you submit to us (including your User-Generated Content) (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by CEG Parties in the defense of any Claim and Losses. Notwithstanding the foregoing, CEG Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. CEG Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of an CEG Party.
E. Operation of Site; Availability of Products and Services; International Issues. CEG controls and operates the Site from its Canadian-based offices in CANADA., and CEG makes no representation that the Site is appropriate or available for use beyond Canada. If you use the Site from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. The Site may describe products and services that are available only in Canada, and are not available worldwide. We reserve the right to limit the availability of the Site and/or the provision of any content, program, product, service, or other feature described or available on the Site to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
F. Export Controls. Software related to or made available by the Site may be subject to export controls of Canada. No software from the Site may be downloaded, exported, or re-exported: (i) into (or to a national or resident of) any country or other jurisdiction to which Canada has embargoed goods, software, technology or services (which, as of the effective date of these Terms, includes Cuba, North Korea, Iran, Sudan, and Syria), or (ii) to anyone on the Treasury Board of Canada’s list of Specially Designated Nationals or the Canadian Chamber of Commerce’s Table of Deny Orders, or (iii) to anyone on the Canadian Chamber of Commerce’s Bureau of Industry and Security Entities List as published in the Export Administration Regulations (including entities engaged in weapons of mass destruction proliferation in various countries and persons and entities that are suspected of diverting Canadian origin items to embargoed countries or terrorist end-uses). You are responsible for complying with all trade regulations and laws both foreign and domestic. Except as authorized by law, you agree and warrant not to export or re-export the software to any province, or to any person, entity, or end-user subject to Canadian export controls or sanctions, including, without limitation, as set forth in subsections (i) – (iii) above.
G. Severability; Interpretation. If any provision of these Terms, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in these Terms or any Additional Terms, the word will be deemed to mean “including, without limitation,”. The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms.
H. Communications. When you communicate with us electronically, such as via e-mail and text message, you consent to receive communications from us electronically. We will try to promptly respond to all inquiries but are not obligated to do so. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that: (1) we may give you notices of new, revised or changed terms and other important matters by prominently posting notice on the home page of the Site, or in another reasonable manner; and (2) we may contact you by mail or e-mail sent to the address provided by you. You agree to promptly notify us if you change your e-mail or mailing address by updating your Profile Page.
I. Investigations; Cooperation with Law Enforcement; Termination; Survival. CEG reserves the right, without any limitation, to: (i) investigate any suspected breaches of its Site security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms and any Additional Terms, (iii) investigate any information obtained by CEG in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms and any Additional Terms, and (vi) discontinue the Site, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to CEG under these Terms or any Additional Terms. Upon suspension or termination of your access to the Site, or upon notice from CEG, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Site. The provisions of these Terms and any Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to CEG in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.
J. Assignment. CEG may assign its rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of CEG.
K. No Waiver. Except as expressly set forth in these Terms or any Additional Terms, (i) no failure or delay by you or CEG in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.
L. U.S. Government Restricted Rights. If you are a U.S. government end user, then this provision applies to you. The Site provided in connection with these Terms has been developed entirely at private expense, as defined in FAR section 2.101, DFARS section 252.227-7014(a)(1) and DFARS section 252.227-7015 (or any equivalent or subsequent agency regulation thereof), and is provided as “commercial items,” “commercial computer site” and/or “commercial computer site documentation.” Consistent with DFARS section 227.7202 and FAR section 12.212 and to the extent required under U.S. federal law, the minimum restricted rights as set forth in FAR section 52.227-19 (or any equivalent or subsequent agency regulation thereof), any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by these Terms and shall be prohibited except to the extent expressly permitted by these Terms.
M. Connectivity. You are responsible for obtaining and maintaining all Devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the Site and you will be responsible for all charges related to them