This Agreement is a contract between you and Live Media Inc. or any its subsidiaries and affiliates (hereinafter collectively “Live Media”) and applies to all users of this Website. In this Agreement “you” or “your” means any person or entity using this Website, provided that if such person is under 18 years of age (a “Minor”) it also includes such person’s parent or legal guardian.
PLEASE READ THIS AGREEMENT CAREFULLY AND PRINT A COPY FOR YOUR RECORDS. IF YOU ARE A MINOR (AS DEFINED HEREIN), MAKE SURE THAT YOUR PARENT OR LEGAL GUARDIAN READS AND AGREES WITH THIS AGREEMENT ON YOUR BEHALF. YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT BY ACCESSING THE WEBSITE AND BY CLICKING “I ACCEPT”. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO USE OR ACCESS THIS WEBSITE.
If you have any questions relating to the Website, they can be sent to the attention of our Customer Service Department as follows:
Live Media Inc.
Attn: Customer Service
RE: GENERAL INQUIRIES
We may amend or supplement this Agreement at any time. Please check this Agreement each time you access and use this Website so that you will understand the terms applicable to your access and use of this Website. When we make changes to this Agreement, we may notify you of the changes by posting the revised version on our Website and ask for your agreement to it at that time. If you do not agree to the amended Agreement, you may not continue to access or use the Website. Notwithstanding the foregoing, we may make changes, additions, deletions, or modifications to this Agreement from time to time without further notice to you. It is your responsibility to check the Website for the most up-to-date version of this Agreement.
“Individual User Accounts” are for your individual personal use (hereinafter “Account” or “Accounts”). You agree to provide complete and accurate data in your user profile, maintain your password and security information and promptly inform Live Media of any suspected unauthorized security breach. You agree to be responsible for all account activity and will observe all copyright and other intellectual property laws, third party rights, and are solely responsible for the backing up of any files related to your account. You may not upload or republish any Website content, other than your own, save and except for the “bookmark/search this post” feature which specifically allows for others to link to this information.
IT IS IMPORTANT THAT YOU REMEMBER YOUR USERNAME AND PASSWORD AND THAT YOU KEEP YOUR USERNAME AND PASSWORD IN A SAFE PLACE OFFLINE.
Your account does not confer any rights beyond what is specifically authorized herein and is revocable at Live Media’s sole discretion, at any time without prior notice.
RULES FOR USE
You represent, warrant and agree that no submission of any kind posted, transmitted, or shared by you violates or infringes upon the rights of any third party. This includes but is not limited to personality rights, moral rights and rights of publicity, privacy, copyright, intellectual property, trademark, or other personal rights; unless you are the owner of these rights or have obtained the prior written consent of the owner.
If you are found to be in violation of any of the prohibited conduct criteria, your submission may be removed and your Account may be subject to termination without further notice.
Additionally, you agree that you will at no time whatsoever engage in any of the following PROHIBITED CONDUCT:
Spamming or engaging in any activities that may harass or threaten other users.
Submitting or posting on the Website any content that you did not create or have previous written authorization to post, including private third party information.
Use of any automated scripts in relation to the Website or soliciting Live Media members for any advertising, sales, or promotional purposes, using any data mining functions, junk mail or pyramid schemes, robots, spiders, or any other data gathering or information extraction methods.
Hacking into or submitting any material containing viruses or otherwise engage in activities designed to interfere in any way with Website operation or interfere with any Website security features.
Reverse engineering, modifying or tampering in any way whatsoever the products, updates, patches, content or other utilities and tools provided on the Website or by Live Media.
Uploading, submitting, publishing, transmitting, displaying, downloading, disseminating or otherwise communicating any materials or information while connected to or otherwise using this Website that: (i) is fraudulent, defamatory, libelous or inaccurate, (ii) is abusive or threatening towards or invade the privacy of any third party, (iii) which is offensive, obscene or pornographic; (iv) infringes the intellectual property rights, including copyrights, trade-marks, patents, trade-secrets or other proprietary right, of any third party; (v) violates any law or regulation; (vi) advocates illegal activity; (vii) advertises or otherwise solicits funds or are a solicitation for goods or services other than as may be permitted by law and under the terms and conditions of this Website; (viii) is treated as confidential under any contract or policy; (ix) that advertises any illegal service or the sale of any items the sale of which is prohibited or restricted by any applicable law; or (x) is for the purpose of using personal data about others for commercial or unlawful purposes.
Registering an account in someone else’s name, a fictitious name, misrepresenting yourself or your account information in any way, or registering more than one account.
Soliciting a Minor, engaging in unlawful activity or encouraging or advocating unlawful activity, or counselling criminal activities either domestically or internationally.
Doing anything, which in the sole opinion of Live Media, would generally be considered objectionable or not to be in the best interest of the company, its members, or the public good.
“Posting Agents” are third party agents, services or other intermediary that posts content on behalf of others. You may not use a Posting Agent to, nor may a Posting Agent on behalf of others, post content on the Website without the express prior consent of Live Media.
Live Media may terminate or suspend your Account and/or access to all or part of this Website and/or any products or services available through this Website in the event (i) it determines after reasonable investigation that you have breached the this Agreement, or that your conduct violates applicable law or is otherwise harmful to the interests of Live Media or other third parties, or (ii) Live Media determines to cease its operations and/or its provision of any applicable products or services in connection with this Website.
PUBLIC NATURE OF THE LIVE MEDIA WEBSITE AND THE INTERNET
You acknowledge that certain features offered by Live Media are for public communication, and as such Live Media makes no assurance as to the privacy or security of any submitted content. All information you disclose or content you submit – is done so at your own risk.
Live Media has no duty to monitor any submitted content. Content may be reviewed by Live Media, and in the sole discretion of Live Media, may be removed and your Account may be terminated.
Live Media does not guarantee the accuracy of any information provided by others, and the reliance upon or use of any submitted content is done so at your own risk.
Additionally, Live Media is not responsible for, nor does it endorse, the views or opinions of it’s members in any submitted content and we (Live Media) specifically disclaim any and all liability in connection therewith.
Thank you for your submissions. In submitting your content to Live Media this does not mean that your submitted content has or must be chosen to be included on the Website. All submitted content may be screened by Live Media for consideration, and all decisions to include any submitted content on the Website are at our sole discretion.
By submitting content to Live Media and unless we agree otherwise in writing, you are granting to Live Media Inc. and its affiliates, agents, successors, assigns and subsidiaries (collectively, “Live Media”) the non-exclusive irrevocable, perpetual, world-wide right, permission and licence, with respect to the “submitted content;” including video productions you submit and all original materials you have created or licensed from their creators which are incorporated into the submitted content, including without limitation artwork, dialogue, and musical works, to:
(a) produce, reproduce, perform, publish, translate, adapt, publicly present, communicate by telecommunication, or otherwise exploit the submitted content or any part of the submitted content in any media (whether known or unknown); and
(b) utilize and exploit your name, voice, likeness, biographical information, appearance and performance in connection with the submitted content (collectively “Personality Rights”) in or in connection with any of Live Media programs, formats or productions (whether or not related to Live Media) (collectively, the “Programs”).
Without limiting any other wording in this Agreement, you agree that this grant of rights includes, without limitation, the non-exclusive right to exploit any or all portions of the submitted content or the Personality Rights in commercials, advertisements, promotions, and product endorsement and merchandising (without limitation as to the products promoted), whether or not related to Live Media.
You also agree that Live Media may use any or all portions of your submitted content and the Personality Rights to publicize and promote each Program.
Modifications. You grant to Live Media the unlimited right: (i) to edit or modify the submitted content in any manner, including without limitation by adding visual or aural effects or other elements; and (ii) to use, adopt and modify any or all portions of the submitted content and Personality Rights in combination with other materials in any Programs.
Waiver of Rights. You irrevocably waive all rights you may have in the submitted content, including all Personality Rights, moral rights and rights of publicity or privacy.
Export Control Laws. Live Media products may be subject to Canadian or foreign export control laws. You agree to abide by Canadian and other applicable foreign export control laws and not to transfer, by electronic means or otherwise, any content subject to such restrictions under such laws to any other jurisdiction prohibited by such laws without the necessary government authority to do so.
Release. You release and discharge Live Media, any broadcasters of the Programs, and all other persons from all claims, demands, suits or actions (whether in law or equity) that you may have at any time arising out of or in connection with any exercise or non-exercise of any right granted to Live Media in this document.
Remuneration. You acknowledge and agree that, unless you and Live Media enter into a separate Live Media “Payment Schedule”, you are granting all the rights set out in this document to Live Media on a fully-paid-up and royalty-free basis, that you will receive no further financial or other remuneration, and that Live Media may exercise all of its rights set out in this document without providing any further financial or other remuneration to you.
Damages for Live Media’s Breach. You acknowledge that if Live Media breaches any term or condition in this document in any way, any damage you suffer due to such breach will be measurable in monetary damages and will not be irreparable or otherwise sufficient to entitle you to seek or obtain injunctive or other equitable relief. You acknowledge and agree that your rights and remedies in the event of any such breach by Live Media will be strictly limited to the right, if any, to recover damages in an action at law.
Representations, Warranties and Covenants. You represent, warrant and covenant that:
(a) you are the sole and exclusive owner of the submitted content, and you have the full right and authority to grant the above rights;
(b) the production you submit is original, and Live Media will not infringe or violate any third party’s intellectual property, privacy, personality or other rights when Live Media copies, publishes, distributes, edits, modifies, displays or otherwise uses the submitted content as permitted above;
(c) you have not falsely identified any individual involved in creating the submitted content or any individual whose likeness or voice is incorporated into the submitted content;
(d) the submitted content does not contain any content or material which is obscene, defamatory, libellous, abusive, threatening, or otherwise illegal;
(e) you have obtained, in writing, all necessary consents and permissions (including without limitation those required by any professional organizations or unions) from all individuals (or if they are minors, their parents’ consent and permission) (i) who were involved in creating the submitted content or (ii) whose likeness or voice is incorporated into the submitted content, to grant Live Media the above rights without payment to them, and will provide signed copies of all such documents to Live Media if requested.
(f) that all executed third-party consents, releases or licences which you provide to Live Media contain true and accurate information for the signing party or parties, and have actually been signed by the legal owner of the rights being granted to you.
Indemnity. If any of the above representations and warranties is or becomes untrue, you agree to indemnify Live Media against all damages, costs and expenses (including legal fees) that Live Media incurs as a result. Furthermore you agree to defend indemnify and save harmless Live Media it’s directors it’s officers, employees and agents, from any and all costs, claims, damages, debt, expenses, liabilities and losses arising from: a) use of the Website; b) your violation of this Agreement; or c) any third party right violation, or damages arising from your use of the Website.
LIMITATION OF LIABILITY – SUBMITTED CONTENT
For greater certainty, Live Media is not responsible for, nor does it endorse, the views or opinions in any submitted content and Live Media specifically disclaims any and all liability in connection therewith.
Furthermore Live Media does not accept liability for any loss or damage of any submissions (howsoever caused) nor for any other loss or damage resulting directly or indirectly from your use of the Website.
Live Media is not responsible for: (1) incorrect or inaccurate transcription of entry information or lost, incomplete, misdirected submissions, or submissions received through illegitimate channels, all of which will be deleted; (2) without limitation; technical failures of any kind (3) the unavailability or inaccessibility of any good or service; (4) unauthorized human intervention; (5) electronic or human error (6) any injury or damage to persons or property, including without limitation your computer, which may be caused, directly or indirectly, in whole or in part, from use of the Website or from downloading or uploading any material from or to the Website.
BETA VERSIONS AND TESTING
Certain products we provide may be products that are currently in development (“beta versions”). For the purposes of developing the best products possible, we may contact you to review and evaluate our products for the purposes of identifying any programming issues. Providing Live Media with your feedback on these beta versions of our products in development (“beta testing”) is an important part of our product development process and we appreciate your valuable input. In our sole discretion, interaction by you relating to beta versions and beta testing may be subject to your agreement to protect the confidentiality of our products and services by entering into a confidentiality agreement prior to accessing beta versions or conducting any beta testing. Additional terms and conditions relating to access to and use of beta versions and the conducting of beta testing may be provided to you in advance of accessing beta versions or conducting beta testing.
FROM TIME TO TIME IT MAY BE NECESSARY FOR LIVE MEDIA TO RESET PARAMETERS, OR UPDATE OR MODIFY PRODUCTS (“UPDATES”) AVAILABLE ON THE WEBSITE. THESE UPDATES WILL TAKE PLACE AS NECESSARY AND BE CONDUCTED BY LIVE MEDIA IN IT’S SOLE DISCRETION. THESE UPDATES MAY INTERRUPT OR OTHERWISE IMPACT YOUR USE OF OUR PRODUCTS. YOU AGREE THAT LIVE MEDIA IS NOT LIABLE TO YOU FOR THESE UPDATES OR FOR ANY IMPACT THEY MIGHT HAVE ON YOUR ABILITY TO USE OUR PRODUCTS.
THIRD PARTY WEBSITES
Live Media encourages all users to educate themselves about the risks associated with Internet usage. Live Media also recommends reviewing the applicable terms and policies of any site you visit. As you may be able to link to other third party websites through Live Media, we must make it clear that Live Media makes no representation as to the accuracy of content available on third party sites, and if members choose to visit other sites, they do so at their own risk.
The publication of electronic mail addresses on this Website is to facilitate communications relating to the functions of this Website and must not be inferred as consent by us to receiving unsolicited commercial electronic messages.
INTELLECTUAL PROPERTY AND RESTRICTIONS ON USE
All content on the Live Media website is the property of Live Media, and its members or its licensors as the case may be, with all rights reserved. No content may be copied, distributed, downloaded, modified, removed, reproduced, republished, sold or otherwise transmitted, or in any form or by any means (known or unknown), in whole or in part, without Live Media ‘s prior written consent.
All products, services, content, information displayed, sold, performed or otherwise accessible through this Website, including, without limitation, consumer goods and services, digital images, software, designs, texts, databases, images, photographs, illustrations, audio clips, video clips, artwork, graphic material, animation, and any copyrightable and/or patentable elements, and the selection and arrangements thereof, and all copyright, trademarks, service marks, trade names, trade dress and patents, (collectively the “Live Media Materials”) are the property of Live Media, its partners, affiliates, third party licensors and suppliers and/or any of their successors and assigns, and are protected, without limitation, by Canadian and other foreign laws. Without limiting the generality of any other provisions of this Agreement, the use or sale of any Live Media Materials on any other website or networked computer environment is strictly prohibited.
Except as otherwise expressly agreed to by Live Media, this Agreement grants to you a limited license to access and use this Website and certain public materials for your personal, non-commercial use. You may print and retain a copy of pages of this Website only for your own personal, non-commercial use, provided that you may print and retain a copy of pages of this Website for accounting or legal purposes in the case where such page(s) relate to a commercial transaction between you and Live Media. Except as expressly provided above, you agree that no portion of this Website may be accessed, used, reproduced, duplicated, copied, or otherwise exploited by you for any other purpose, and nothing contained herein shall be construed as conferring any other right. You may not use the Live Media Materials in a manner that suggests an association with Live Media unless the parties agree in writing otherwise. You may not make any modifications to any Live Media Materials other than as expressly permitted by Live Media.
Without limiting the generality of the foregoing, and except as otherwise expressly agreed to by Live Media, you additionally agree that you shall not: (i) download or copy any Website pages, except as may occur through the normal caching function of your browser and except to print and retain a copy of the pages of this Website for your own personal, non-commercial use; (ii) download or copy Website information or content for the commercial benefit of you or a third party; (iii) make any resale or commercial use of this Website or the Live Media Materials; (iv) publish any collection or compilation of any product listings, descriptions, or prices; (v) reverse engineer or create any derivative work of this Website or its contents; (vi) use any data mining tools, robots, or similar data-gathering and extraction devices with respect to this Website and the information contained thereon; (vii) frame or use framing techniques to enclose any trademark, logo, trade name or other content (including images, text, page layout, or form) of Live Media or its licensors; or (viii) use any meta tags or any other “hidden text” utilizing the intellectual property (including copyright, trademarks, logos, trade names) or content of Live Media or its licensors.
Live Media has the right to vary, modify, change or discontinue: (i) any feature or function offered on this Website; (ii) any part or all of this Website, including hours of availability; and (iii) to restrict access to parts or all of this Website from time to time with or without notice to you. Live Media may make available and upgrade this Website and any such upgrades will form part of this Website and be governed by the terms and conditions of this Agreement.
If you are a copyright owner and believe your rights have been infringed upon, or if you have had a submission removed from your account, you may submit a notification of infringement, or an appeal to:
Live Media Inc.
RE: COPYRIGHT INFRINGEMENT
THE USE OF THIS WEBSITE IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THIS WEBSITE AND ALL CONTENT THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, LIVE MEDIA DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH THIS WEBSITE, ITS CONTENTS, THE PRODUCTS OR SERVICES AVAILABLE THROUGH THIS WEBSITE, OR ASSOCIATED WITH THE USE OF THIS WEBSITE, OR ANY WEBSITE OR CONTENTS WITH WHICH IT IS LINKED.
LIVE MEDIA DOES NOT WARRANT THAT THIS WEBSITE, THE CONTENT THEREIN, OR ANY WEBSITE TO WHICH THIS WEBSITE IS LINKED WILL BE AVAILABLE AT ANY PARTICULAR TIME, WILL BE PROVIDED IN AN UNINTERRUPTED OR ERROR-FREE MANNER OR WILL BE CORRECTED IF FOUND TO BE DEFECTIVE. WE RESERVE THE RIGHT TO MODIFY AND/OR DISCONTINUE THIS WEBSITE AT ANY TIME WITHOUT NOTICE. TO THE EXTENT THAT YOU COMMUNICATE WITH LIVE MEDIA’S CUSTOMER SERVICE DEPARTMENT OR A LIVE MEDIA REPRESENTATIVE THROUGH ANY SOURCE, THE STATEMENTS, PROMISES OR ACTIONS TAKEN BY SUCH SOURCES SHALL NOT LIMIT OR OTHERWISE MODIFY THE TERMS OF THIS DISCLAIMER AND/OR THIS AGREEMENT AND THIS DISCLAIMER AND THIS AGREEMENT SHALL APPLY TO ANY INFORMATION PROVIDED TO YOU THROUGH SUCH SOURCES.
FINALLY, LIVE MEDIA DOES NOT WARRANT THAT THIS WEBSITE OR THE SERVERS THAT MAKE THIS WEBSITE AND ITS CONTENTS AVAILABLE WILL WORK WITH ANY PARTICULAR HARDWARE OR SOFTWARE SYSTEMS OR CONFIGURATIONS OR ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
LIMITATIONS OF LIABILITY – GENERAL
TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL LIVE MEDIA BE LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, LOSS OF INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, OR FOR ANY DAMAGES OF ANY KIND OR CHARACTER (INCLUDING WITHOUT LIMITATION ANY COMPENSATORY, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES), ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THIS WEBSITE, OR ANY OF THE LIVE MEDIA MATERIALS OR CONTENTS WITH WHICH IT IS LINKED, EVEN IF LIVE MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. WITHOUT LIMITING THE FOREGOING, LIVE MEDIA IS NOT RESPONSIBLE OR LIABLE FOR ANY INFECTIONS OR CONTAMINATIONS OF YOUR SYSTEM, OR DELAYS, INACCURACIES, ERRORS OR OMISSIONS ARISING OUT OF YOUR USE OF THIS WEBSITE.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. HOWEVER, IN NO EVENT SHALL THE TOTAL LIABILITY OF LIVE MEDIA FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION AND COSTS AND EXPENSES (INCLUDING LEGAL FEES) WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, RELATED TO YOUR USE OF, OR THE INABILITY TO USE, THIS WEBSITE, OR ANY OF THE LIVE MEDIA MATERIALS OR FUNCTIONS AT THIS WEBSITE, EXCEED THE LESSER OF (I) THE AMOUNT, IF ANY, PAID BY YOU IN CONNECTION WITH YOUR ACCESS, OR (II) CAD$100.
You agree that: (a) any and all disputes, claims and causes of action arising out from use of the Live Media website shall be resolved individually, without resort to any form of class action, in accordance with Ontario law (and the laws of Canada applicable therein) and exclusively by the appropriate court of the Province of Ontario, Canada, without giving effect to any of its principles in respect of conflict of laws; (b) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with use of the Website, but in no event legal fees; and (c) you waive the right to claim any damages whatsoever, including but not limited to punitive, consequential, or indirect damages.
If the dispute resolution provisions of this Agreement are not enforceable, you agree that, except as set forth below, any action at law or in equity arising out of or relating to this Agreement shall be filed only in the Superior Court of Justice or, for matters involving intellectual property, the Federal Court of Canada, located in Toronto, Ontario, Canada, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. The language of any proceedings arising under this Agreement shall be English.
This Agreement and all modifications hereto contains the entire understanding between you and Live Media in connection with your access and use of this Website, and supersedes all prior agreements, understandings, negotiations or discussions, whether oral or written between you and Live Media with respect to your access and use of this Website. If any provision of this Agreement is found to be illegal, void or unenforceable, then: (i) such provision (or portion thereof as applicable) will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and (ii) the remaining terms, provisions, covenants and restrictions of this Agreement will remain in full force and effect. Notwithstanding the foregoing, if any provision of this Agreement which is held null, void or otherwise ineffective or invalid by a court of competent jurisdiction cannot be restated by such court to reflect as nearly as possible the original intentions of the parties, then that provision shall be deemed severable from this Agreement. Your use of this Website is not intended and shall not be deemed to create any agency, joint venture or other legal relationship of any kind between you and Live Media. This Agreement may not be assigned by you. You confirm that Live Media has encouraged you to obtain independent legal advice regarding this Agreement, and that you have obtained such advice or have voluntarily chosen not to do so.
Please refer to the Website to find the most up-to-date version of these policies.
Effective Date: 30 January 2012
Hold Harmless of Service Provider
Technology and hosting for aspects of this website are provided, a Third Party Application Service Provider (“Service Provider”). However, Live Media controls the content, membership and policy of this website, including those pages served by the Service Provider on behalf of this website. Notwithstanding anything to the contrary, by participating on this website you agree to indemnify and hold harmless the Service Provider on all matters related to your interaction with others using this website and participation with this website, including your representation that you are at least thirteen years old. As such, the Service Provider is a third party beneficiary to your agreement with this website; such agreement with this website is defined above.