Effective Date: March 22, 2024
IMPORTANT! PLEASE CAREFULLY READ THESE TERMS OF USE ("TOU") BEFORE
USING THE WEBSITES, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS.
These TOU only apply to websites which are owned, controlled
and/or operated by or on behalf of Outedge Media Canada LP, our subsidiaries
and our affiliate companies located in Canada (collectively, “OUTEDGE,”
“Company,” “we,” “our,” or “us”) and any services, content, webforms, widgets,
data, features or functionality made available via those websites (however
accessed and/or used, whether via personal computers, mobile devices or
otherwise, each a “Website” and, collectively, the "Websites").
You agree to these TOU by accessing or using the Websites, registering for, or
using any of the products or services offered on the Websites ("Services"),
or by accepting, uploading, submitting or downloading any information or
content from or to the Websites. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF
THESE TOU, DO NOT USE THE WEBSITES.
We may modify these TOU at any time without notice to you by
posting revised TOU on our Websites and such modification will be effective
upon posting by Company on the Websites. Your continued use of our Websites
after OUTEDGE posts a revised TOU constitutes your binding acceptance of these
TOU, including any modifications that we make. It is therefore important that
you review these TOU regularly to ensure you are updated as to any changes.
2. Privacy Policy; Additional Terms
Our Privacy Policy (“Privacy
Policy”) describes our practices concerning data that you provide or that
we collect about you through the Websites or the Services, and you consent to
our use of data in compliance with the Privacy Policy. Our Privacy Policy is
available on the home page of the Websites or by following the link above. Some
of the Services may be subject to additional terms that might be posted online
at the time you attempt to utilize a particular Service (“Additional Terms”)
and/or offline advertising media purchase agreements (the "Advertising
Agreements"). Your use of those Services is subject to those
Additional Terms and Advertising Agreements, which are incorporated into these
TOU by reference. In the event of an inconsistency between these TOU and any
Additional Terms and/or Advertising Agreements, the provisions of the
Additional Terms and/or Advertising Agreements take precedence and control. In
the event of an inconsistency between any Additional Terms and any Advertising
Agreement, the provisions of the Advertising Agreement shall take precedence and
control. For example, existing OUTEDGE customers visiting the Websites and
prospective OUTEDGE customers working with OUTEDGE sales executives may be
invited to register for an account on the payment centre made available by
OUTEDGE, which is secure, password protected interactive forum and advertising
sales environment where customers may among other things, review invoices and
make payment on existing accounts. Each payment made will be subject to (i)
Additional Terms posted online that you will have the option to agree to at the
time of your payment, and (ii) the terms and conditions set forth in any
Advertising Agreement entered into offline. Further, the Websites may contain
or offer sweepstakes, contests or other promotions, which may be governed by a
separate set of rules. It is your responsibility to read those rules to
determine whether or not your participation, registration or entry will be
valid or restricted, and to determine the sponsor's requirements of you in
connection with the applicable sweepstakes, contest or promotion.
We have the right, but not the obligation, to take any of the following actions, in our sole discretion at any time, and for any reason without giving you any prior notice:
You agree that we will not be liable to you or any third
party for taking any of these actions.
4. Website Intellectual Property Ownership
The past, present and future content on the Websites, including, without limitation, organization, graphics, text, images, audio, videos, ringtones, voice tones, wallpapers, games, contests, voting, technology, applications, Templates (defined below), artwork, information, data, designs, compilations, advertising copy, and the trademarks, logos, domain names, trade names, service marks and trade identities; any and all copyrightable material (including source and object code); and all other materials related to the Websites, including, without limitation, the "look and feel" of the Websites (collectively, "Content"), are protected by applicable copyright laws, international conventions, other applicable laws and other proprietary (including, but not limited to, intellectual property) rights and are owned or controlled by OUTEDGE or its U.S. parent company Outfront Media Inc. (“U.S. Parent”).
Except as expressly set forth in these TOU or otherwise expressly granted to you in writing by OUTEDGE, no rights (either by implication, estoppel or otherwise) are granted to you. Any and all rights to use any Content not expressly granted to you under this TOU are hereby reserved for OUTEDGE, U.S. Parent and/or their licensors. Nothing contained in this TOU will affect, impair, or limit in any way OUTEDGE or U.S. Parent’s rights to exploit fully any or all of the Content. The copying, reproduction, alteration, rearrangement, sale, leasing, renting, distribution, redistribution, modification, downloading, exchanging, creating of derivative works, uploading, posting, transmitting, or publication by you, directly or indirectly, of the Content, including the removal or alteration of Content, advertising or promotional materials, except pursuant to the express limited grant of rights hereunder, is strictly prohibited. You agree to abide by any and all additional copyright notices, information, or restrictions contained in any part of the Websites (including the Content) or as OUTEDGE may impose from time to time. Moreover, you agree that you will not remove any proprietary notices or labels contained in or on the Content. Copying, archiving or storing any part of the Websites for a purpose that is not permitted by these TOU is expressly prohibited without prior written permission from OUTEDGE, or the applicable copyright holder as identified on the Websites. You acknowledge and agree that you will not, directly or indirectly, contest, challenge, aid or abet in contesting or challenging the validity or ownership of the Content or take any action whatsoever in derogation of OUTEDGE's rights therein, or in breach of, any terms and conditions contained in this TOU. You acknowledge and agree that you will not acquire or claim any rights in the Content, or aid or abet anyone else in doing so.
Nothing in this TOU will be interpreted to grant you, any right or license to enter into sublicenses or redistribution agreements with respect to any portion of the Content or to otherwise rent, sell, lease, loan, transfer, assign, broadcast, upload to any computer or wireless device, sublicense, distribute or allow access to the Content. You agree that you will not charge any person or entity to view, listen, play or otherwise access any Content, or disseminate any Content in any manner to the public (for free or for a fee).
The terms of this paragraph do not apply to information you
submit to the Website in connection with any Services or User Upload
Information addressed in Section 8 below.
5. Copyrights and Other Intellectual Property and Related Complaints
You may not use the Websites for any purpose or in any manner that infringes the rights of any third party. OUTEDGE encourages users to report any content on its Websites that a user believes infringes his or her rights. Only the intellectual property rights owner or person authorized to act on behalf of the owner can report potentially infringing content. If you have a good faith belief that content on one of OUTEDGE's Websites infringes your copyright, trademark, or other intellectual property rights, please contact us via email at privacy@outedge.ca or by mail at Outedge Media Canada LP, 377 Horner Avenue, Toronto, Ontario M8W 1Z6, Attn: OUTEDGE Legal Team. Please provide OUTEDGE at least the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (c) an explanation of what rights you own/have and why you believe the content infringes your rights sufficient for us to evaluate your complaint; and (d) accurate contact information for you.
6. License
You may only view, use, download, reformat and Content for
your revocable, non-commercial personal use, subject to these TOU. Except for
the limited license provided to you, if you desire to use any of Content for
any commercial or other purposes, you must obtain our prior written permission
and the use of such Content is subject to: (i) these TOU, (ii) any Additional
Terms that may govern the Content that are posted on the Website, and (iii) any
requirements we make you aware of when we provide you permission to use our
Content.
You may link from another site to OUTEDGE's Content, subject
to the following restrictions: any Website that links to the Websites: (a) must
not frame or create a browser or border environment around any of the Content
of the Websites; (b) may link to, but not replicate, the Content; (c) must not
imply that OUTEDGE or the Websites are endorsing, sponsoring or partnering with
it or its products, unless OUTEDGE has given its prior written consent; (d)
must not present false information about OUTEDGE or its products or services;
(e) must not use any OUTEDGE trademarks without the prior written permission
from OUTEDGE; and (f) must not contain content that could be construed as
distasteful, offensive or controversial. We reserve the right to deny
permission to link to the Websites for any reason in our sole and absolute
discretion. By linking to any of the Websites, you agree that you do and will
continue to comply with the above linking requirements. We may provide third
party content or link to third party websites on the Services. We do not
necessarily endorse or evaluate third party content and websites, and we do not
assume responsibility for third parties’ actions or omissions. You should
review third parties’ terms of use and privacy policies before you use their
services.
From time to time, the Websites may contain functionality through which you can upload or otherwise submit information, data, software, messages, photographs, artwork, proposals, invoices, audio, video, text and other materials to the Websites ("User Upload Information"). For purposes of clarity, the definition of "User Upload Information" specifically excludes Custom Advertisements (defined below) and Your Contribution to Custom Advertisements (defined below) which shall be governed by the provisions set forth in Section 9 hereof. OUTEDGE reserves the right to suspend or terminate your access to the Websites and pursue all legal remedies if we believe your User Upload Information infringes another's copyright or otherwise violates any law, rule or regulation.
Except as otherwise provided in the Privacy Policy or elsewhere in these TOU or any other agreement (including but not limited to Advertising Agreements) or Additional Terms posted on the Websites when you provide User Upload Information, User Upload Information will be treated as non-confidential and non-proprietary and we will not be liable for any use or disclosure to anyone, including, but not limited to, claimed intellectual property owners. We do not guarantee that User Upload Information will be private, except as may be provided in the Privacy Policy, even if the User Upload Information is in a password-protected area. Accordingly, you should not provide User Upload Information that you want protected from others. Notwithstanding the foregoing, subject at all times to the terms of our Privacy Policy, User Uploaded Information uploaded or submitted through your account within the password protected payment centre provided by OUTEDGE shall only be accessible online by you, anyone that you grant access to your payment centre account and OUTEDGE account representatives and employees, but not by public visitors to the Websites.
When you upload User Upload Information via the Websites, you irrevocably grant to OUTEDGE, its subsidiaries, affiliates, and partners a non-exclusive, worldwide, royalty-free license containing, without limitation, all right, title and interest in User Upload Information, including, without limitation, all patents, trademarks, service marks, trade names, trade identities, copyrights, trade secrets, logos, domain names, know-how, source code and object code, mask-work rights, inventions, moral rights, author's rights, algorithms, rights in packaging, goodwill and other intellectual property and proprietary rights whatsoever in User Upload Information. You further agree that OUTEDGE, its parent, subsidiaries, affiliates, and partners and the directors, officers, employees, licensees and other representatives of each of them, will have the unlimited right everywhere, and forever, without any credit or compensation to you, to use, reuse, modify, alter, display, archive, publish, sub-license, perform, reproduce, make available for download, disclose, transmit, broadcast, post, sell, translate, create derivative works of, distribute and use for advertising, marketing, publicity and promotional purposes, any User Upload Information or portions of User Upload Information, and your name, voice, likeness and other identifying information, in any form, media, software or technology of any kind now known or developed in the future for any purposes whatsoever, including, without limitation, developing, manufacturing and marketing products using such User Upload Information. You hereby waive any moral rights you may have in and to any User Upload Information, even if such material is altered or changed in a manner not agreeable to you. You agree and understand that OUTEDGE, its, subsidiaries, affiliates and partners are not obligated to use User Upload Information submitted through the Websites or otherwise, and may alternatively choose to discard, and limit or block access to User Uploaded Information without any liability whatsoever.
All User Upload Information is your sole responsibility. This
means that you, and not OUTEDGE, are entirely responsible for all User Upload
Information that you upload, post, e-mail, transmit or otherwise make available
via the Websites. Under no circumstances will we be liable in any way for any
User Upload Information, including, but not limited to, any errors or omissions
in User Upload Information, or for any loss or damage of any kind incurred as a
result of User Upload Information. You represent that User Upload Information
is an original work by you or you have all necessary rights in it and to submit
it to OUTEDGE under the terms of these TOU; that it is not defamatory; and that
it does not infringe upon, misappropriate or violate the rights of any third
parties, including, without limitation, any intellectual property rights,
rights of publicity or privacy or any other proprietary rights or otherwise
violate any law, rule, or regulation. You further agree that you are solely
liable for any and all costs, claims, demands, investigations, liabilities,
losses, damages, judgments, settlements, costs and expenses, including
attorneys' fees, connected to or arising from your breach of any representation
or warranty, or other violation of the terms of the TOU. You acknowledge that
the Websites, through OUTEDGE, its subsidiaries, affiliates, and partners
undertakes no obligation to pre-screen User Upload Information, but that it has
the right, in its sole discretion to modify, delete, edit, distribute, refuse,
move, block access to or remove any User Upload Information. You agree that you
must evaluate, and bear all risks associated with, the use of any of User
Upload Information, including, but not limited to, any reliance on the
accuracy, completeness, or usefulness of User Upload Information. Since OUTEDGE,
its subsidiaries, affiliates and partners may not pre-screen user-generated
content, you may bear legal responsibility for others' exposure to any
offensive indecent or objectionable content in User Upload Information.
9. Use of Advertising Templates on the Websites and Custom Advertisements
OUTEDGE may provide certain functionality on the Websites that allows you to manipulate Content, including, but not limited to, certain templates (each a "Template and collectively, the "Templates") provided on the Websites, which may be used by you for the creation, development and submission of custom advertisements ("Custom Advertisements") by allowing you to combine your own content ("Your Contribution to Custom Advertisements") with the Templates or otherwise customize the Templates to create Custom Advertisements. The Templates are considered Content, are owned by OUTEDGE, and are subject to the provisions in Section 4 above. Any Custom Advertisements you develop are subject to the provisions set forth below and any additional agreements you enter into with OUTEDGE regarding the Custom Advertisements. Please note that except as set forth in these TOU, you cannot copy, download, print, create derivatives of, or utilize in any way any of the Templates or other materials on the Websites without our express prior written permission.
The Websites permit you to use the Templates in conjunction with the creation, development, submissions and purchase of advertising from OUTEDGE. When you purchase advertising from us, the purchase will be subject to the terms of an Advertising Agreement that we enter into with you, which will be an offline document. Any such Advertising Agreement is incorporated herein by this reference. As further described in Section 4, the Templates are owned by us and will continue to be owned by us during and after your use. This includes any modifications to a Template that we make or authorize you to make, whether personalized or otherwise. All of Your Contribution to Custom Advertisements is your sole responsibility and you, and not OUTEDGE, are entirely responsible for all of the content you provide in Your Contribution to Custom Advertisements. It is your responsibility to check the correctness of each Custom Advertisement before submitting it to OUTEDGE. Under no circumstances will we be liable in any way for Your Contribution to Custom Advertisements, including, but not limited to, any errors or omissions in Your Contribution to Custom Advertisements, or for any loss or damage of any kind incurred as a result of Your Contribution to Custom Advertisements. You represent and warrant that Your Contribution to Custom Advertisements is original work by you or you have all necessary rights in it and to submit it to OUTEDGE under the terms of these TOU; that it is not defamatory; and that it does not infringe upon, misappropriate or violate the rights of any third parties, including, without limitation, any intellectual property rights, rights of publicity or privacy or any other proprietary rights or otherwise violate any law, rule, or regulation. You further agree that you are solely liable for any and all costs, claims, demands, investigations, liabilities, losses, damages, judgments, settlements, costs and expenses, including attorneys' fees, connected to or arising from, your breach of any representation or warranty, or other violation of the terms of the TOU or any other user agreement posted on the Websites. Use of all Templates and materials must be consistent with and are subject to any Additional Terms that are provided at the time you purchase any advertising, including, but not limited to, as specifically set forth in any Advertising Agreement.
Your use of the Templates and your creation of any Custom Advertisements is subject to the following terms and conditions:
Our payment centre is a private, password protected
interactive advertising sales environment. You will be able to participate in the
payment centre by either self-registering or by receiving an invitation to join
from a OUTEDGE account representative. Users will receive individual logins and
passwords to gain access to their payment centre accounts where they can view
and manage personal account information. Your participation shall at all times
be subject to the terms of our Privacy Policy, the terms of these TOU, any
Additional Terms, and the terms set forth in any related Advertising Agreement.
11. Payment Obligation and Credit Card Authorization
When you elect to make an online payment of invoices via the
payment centre, you will be prompted to authorize us to charge the credit card
account or checking account that you provide. As detailed in our Privacy
Policy, payment card information will be processed by a third party payment
processor, not by OUTEDGE. Once made, such payments are nonrefundable unless
otherwise specified in an applicable Advertising Agreement. You will also be
responsible for paying any authorized payments charged to your credit card or
checking account by someone who uses your credit card or authorizes a debit
from your checking account without your permission, even if your credit card
company or bank does not cover such costs. If we do not receive payment from
your bank (with respect to ACH CCD payment) or from your credit card issuer or
its agent (with respect to credit card payment), you agree to pay all amounts
due upon our demand in accordance with the terms of the Advertising Agreement.
Your credit card issuer agreement governs your use of your designated credit
card in connection with payment, and you must refer to that agreement and not
these TOU to determine your rights and liabilities as a cardholder.
12. Third Party Content and Information
The Websites contain Content that is provided for your
convenience and enjoyment. Third parties provide some of the Content. You
should be aware that the Content might contain errors, omissions, inaccuracies,
outdated information, and inadequacies and that the Content may be subject to
terms and conditions that may be found on the Websites or in the documents and
policies of third parties. We make no representations or warranties as to the
completeness, accuracy, adequacy, currency or reliability of any Content and
will not be liable for any lack of the foregoing. Third parties may offer
goods, services and other materials to you on the Websites. Your correspondence
and business dealings with others found on or through the Websites, including,
without limitation, the payment and delivery of products and services, and any
terms, conditions, warranties and representations associated with such
dealings, are solely between you and the advertiser. You agree that OUTEDGE
will not be responsible or liable for any loss or damage of any sort incurred
as the result of any such dealings or the offering of such products, services,
and other Content on the Websites. Under certain circumstances, we may permit
third party users to upload content, in which event you may be exposed to
offensive, indecent or objectionable content. We have the right, but not the
obligation, to remove any content that may, in our sole discretion, violate
these TOU or that is otherwise objectionable. Descriptions of, or references
to, products, services or publications within the Websites do not imply
endorsement of that product, service or publication by OUTEDGE.
13. Your Conduct on our Websites
If we request registration information from you, you will provide us with true, accurate, current, and complete information. If you create a user account, you agree to accept responsibility for all activities that occur under your account or password, if any, and agree you will not sell, transfer or assign your user account. You will promptly update your registration to keep it accurate, current, and complete. If we issue you a password, you may not reveal it to anyone else. You may not use anyone else's password. You are responsible for maintaining the confidentiality of your accounts and passwords. You agree to immediately notify us of any unauthorized use of your passwords or accounts or any other breach of security. You also agree to exit from your accounts at the end of each session. We will not be responsible for any loss or damage that may result if you fail to comply with these requirements.
The technology and the software underlying our Websites and the Services (including any software that we make available for download or use from the Websites and/or our servers) (the "Software") is the property of OUTEDGE, our U.S. Parent, our partners, or independent suppliers. Except if expressly permitted by this TOU, you agree not to copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, grant a security interest in, or otherwise transfer any right to the technology or Software underlying our Websites or the Services. You agree not to modify the Software underlying our Websites or the Services, in any manner or form or to use modified versions of such Software, including (without limitation) for the purpose of obtaining unauthorized access to our Websites.
You agree not to use the Software, Websites or the Services for any purpose not expressly permitted in this TOU, including, without limitation, to:
By using our Websites, you represent, warrant and agree that you will comply with the above acceptable use policy.
You understand and agree that OUTEDGE will determine your compliance with these TOU, in its sole discretion. OUTEDGE reserves the right to deny access to all or part of the Websites and to deny access to any person for any reason, in its sole discretion, without notice or liability of any kind. Any violation of these TOU may be referred to law enforcement authorities. Upon termination of your user account or access to the Website, or upon demand by OUTEDGE, you must destroy all materials obtained from this Website and all related documentation.
You are solely responsible for compliance with applicable laws, rules, and regulations in connection with your use of the Websites and the Content, including, without limitation, those governing your transmission or use of any software or data. If you are given the option to choose a username, and the username chosen, in our sole discretion, is obscene, indecent, abusive or might subject us to public disparagement or scorn, OUTEDGE reserves the right, without prior notice to you, to automatically change your username, delete your posts from our Websites, deny you access to our Websites, or any combination of these options.
If you do not agree to these TOU, you should immediately stop using the Services. If you want to delete your account on a Website or any Services, please use contact instructions posted on the Website or Services at which you obtained the account. Any User Upload Information you made while using the Services will continue to be governed by Section 8 of these TOU.
Sections 8 - 10 and 15-21 of these TOU will survive any
termination of your access to the Services, whether we terminate your access,
or you voluntarily discontinue your use.
You agree to defend, indemnify and hold harmless the OUTEDGE,
its subsidiaries, affiliates (including U.S. Parent) and the directors,
officers, employees, shareholders, vendors, partners, contractors, agents,
licensors or other representatives of each of them ("OUTEDGE Parties")
with respect to any and all costs, claims, demands, investigations,
liabilities, losses, damages, judgments, settlements, costs and expenses,
including attorneys' fees arising out of or in connection with this TOU,
including, without limitation: (a) your use of the Websites; (b) your violation
of these TOU or any law, rule or regulation, including, without limitation,
those relating to false advertising, intellectual property infringement,
defamation or authorization; (c) your use of the Content; (d) any use or
alleged use of your accounts or your passwords by any person, whether or not
authorized by you; (e) your connection to the Websites; or (f) Your
Contribution to Custom Advertisements. You will cooperate as fully and
reasonably as required by OUTEDGE or the relevant OUTEDGE Party in the defense
of any claim. Notwithstanding the foregoing, OUTEDGE retains the exclusive
right to assume the exclusive defense and control of any matter for which you
are required to indemnify us and/or settle, compromise and pay any and all
claims, demands, proceedings, suits, actions or causes of actions which are
brought against OUTEDGE herein under the terms and provisions of this Section
and in no event shall you settle any such claim without OUTEDGE's prior written
approval.
We disclaim any responsibility for the deletion, the failure
to store, the misdelivery, or the untimely delivery of any information or
material. We disclaim any responsibility for any harm resulting from
downloading or accessing any information or material on the Internet using
search results from our Websites. We disclaim any responsibility for, and if
you subscribe to one of our fee-based services you will not be entitled to a
refund as a result of, any service outages that are caused by our maintenance on
the servers or the technology that underlies our Websites, failures of our
service providers (including telecommunications, hosting, and power providers),
computer viruses, natural disasters or other destruction or damage of our
facilities, acts of nature, war, civil disturbance, or any other cause beyond
our reasonable control.
THE WEBSITES, INCLUDING, WITHOUT LIMITATION, ALL CONTENT,
SOFTWARE, AND FUNCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH OR SENT FROM THE WEBSITES,
ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL
FAULTS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, COMPANY AND ITS
PARENTS, SUBSIDIARIES AND AFFILIATES MAKE NO REPRESENTATION OR WARRANTIES OR
ENDORSEMENTS OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) ABOUT: (A) THE WEBSITES;
(B) THE CONTENT (INCLUDING THE TEMPLATES) AND SOFTWARE ON AND PROVIDED THROUGH
THE WEBSITES; (C) THE FUNCTIONS MADE ACCESSIBLE ON OR ACCESSED THROUGH THE WEBSITES;
(D) THE MESSAGES AND INFORMATION SENT FROM THE WEBSITES BY USERS; (E) ANY
PRODUCTS OR SERVICES OFFERED VIA THE WEBSITES, INCLUDING, BUT NOT LIMITED TO,
CUSTOM ADVERTISEMENTS, HYPERTEXT LINKS OR OTHER INTERACTIVE FEATURES THAT ARE
ACCESSIBLE OR DOWNLOADABLE THROUGH THE WEBSITES; AND/OR (F) SECURITY ASSOCIATED
WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE WEBSITES OR ANY
LINKED SITE. COMPANY DOES NOT WARRANT THAT THE WEBSITES, ANY OF THE WEBSITES'
FUNCTIONS OR ANY CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR-FREE;
THAT DEFECTS WILL BE CORRECTED; OR THAT THE WEBSITES OR THE SERVERS THAT MAKES
THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
COMPANY DOES NOT WARRANT THAT YOUR ACTIVITIES OR USE OF THE WEBSITES
IS LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, COMPANY
SPECIFICALLY DISCLAIMS SUCH WARRANTIES. YOU UNDERSTAND THAT BY USING ANY OF THE
FEATURES OF THE WEBSITES, YOU ACT AT YOUR OWN RISK, AND YOU REPRESENT AND
WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS
OR USE THE WEBSITES OR THE CONTENT. FURTHER, COMPANY AND ITS SUBSIDIARIES AND
AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT
LIMITATION, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
AND TITLE. YOU EXPRESSLY AGREE THAT YOU WILL ASSUME THE ENTIRE RISK AS TO THE
QUALITY AND THE PERFORMANCE OF OUR WEBSITES AND THE ACCURACY OR COMPLETENESS OF
ITS CONTENT. COMPANY, ITS PARENT, SUBSIDIARIES OR AFFILIATES OR THE DIRECTORS,
OFFICERS, EMPLOYEES, OR OTHER REPRESENTATIVES OF EACH OF THEM SHALL NOT BE
LIABLE FOR THE USE OF THE WEBSITES, INCLUDING, WITHOUT LIMITATION, THE CONTENT
AND ANY ERRORS CONTAINED THEREIN. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE
DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY
TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO THIS AGREEMENT.
YOU UNDERSTAND AND AGREE THAT COMPANY LIMITS ITS LIABILITY IN CONNECTION WITH YOUR USE OF THE WEBSITES AS SET FORTH BELOW:
UNDER NO CIRCUMSTANCES SHALL THE COMPANY AND/OR ITS PARENTS, SUBSIDIARIES, AND/OR AFFILIATES (COLLECTIVELY, THE “COMPANY PARTIES”) BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, ECONOMIC, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (1) THE WEBSITES, THE CONTENT, YOUR CONTRIBUTION TO CUSTOM ADVERTISEMENTS, OR CUSTOM ADVERTISEMENTS; (2) THE USE OF, INABILITY TO USE, OR PERFORMANCE OF THE WEBSITES; (3) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY COMPANY OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE WEBSITES OR CONTENT (INCLUDING THE TEMPLATES); (4) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OWNERS; (5) ANY ERRORS OR OMISSIONS IN THE WEBSITES' TECHNICAL OPERATION, EVEN IF FORESEEABLE OR EVEN IF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED, IN WHOLE OR IN PART, BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE WEBSITES); OR (6) ANY ACT, OMISSION, FAILURE TO DISTRIBUTE, MISTAKE AND/OR ERROR IN THE CREATION, DEVELOPMENT AND/OR DISTRIBUTION OF CUSTOM ADVERTISEMENTS. IN NO EVENT WILL THE COMPANY PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE COMPANY PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS ($100).
THE COMPANY PARTIES ARE NOT RESPONSIBLE FOR ANY DAMAGE TO ANY USER'S COMPUTER, MODEM, CELL PHONE, HARDWARE, SOFTWARE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, 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.
YOUR ACCESS TO AND USE OF THIS WEBSITE IS AT YOUR RISK. IF YOU ARE DISSATISFIED WITH THE WEBSITE OR ANY OF THE CONTENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE WEBSITE OR THE CONTENT.
YOU RECOGNIZE AND CONFIRM THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF COMPANY'S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, PROGRAM, TELEVISION SHOW, MOTION PICTURE, OUT OF HOME DISPLAY OR OTHER AUDIO/VISUAL CONTENT OWNED OR CONTROLLED BY COMPANY AND/OR ITS PARENTS, SUBSIDIARIES, AND/OR AFFILIATES OR YOUR UPLOAD INFORMATION, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY COMPANY WEBSITE, PROPERTY, PRODUCT, PROGRAM, TELEVISION SHOW, MOTION PICTURE, OUT OF HOME DISPLAY OR OTHER AUDIO/VISUAL CONTENT OR YOUR UPLOAD INFORMATION OR ANY AND ALL ACTIVITIES OR ACTIONS RELATED THERETO.
BY ACCESSING ANY OF THE WEBSITES, YOU UNDERSTAND THAT YOU MAY
BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR
UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU
EXPRESSLY WAIVE, THE BENEFITS OF ANY LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES
THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE.
18. Governing Law, Venue and Jurisdiction
These TOU shall be construed in accordance with and governed by the laws of the U.S. state of New York, without regard to its conflicts of laws rules and specifically will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, if otherwise applicable.
You agree that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to the Websites, the Use or Access thereof, or these TOU must be in the state or federal courts located in New York, New York and you hereby consent and submit to the exclusive personal jurisdiction and venue of the courts located in New York, New York for any such legal proceeding.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our Websites or these TOU must be filed within one (1) year after such claim or cause of action arose or be forever barred.
To the fullest extent permitted by applicable law, you agree
that any and all disputes, claims and causes of action you may have in
connection with or related to the Websites will be resolved individually,
without resort to any form of class action.
You represent that you have all requisite power and authority
to agree to be bound by these TOU, and to perform all of the acts and
obligations set forth in these TOU.
We may elect to resolve any controversy or claim arising out
of or relating to these TOU or the Services by binding arbitration in
accordance with the commercial arbitration rules of the American Arbitration
Association. Unless we establish a different location, arbitration hearings
will be held in New York, New York. The arbitrator’s award will be binding and
may be entered as a judgment in any court of competent jurisdiction.
We may be required by state or federal law to notify you of certain events. You hereby acknowledge and agree that such notices will be effective upon our posting them on our Websites or delivering them to you via email. You may update your email address by visiting the Services where you have provided contact information. If you do not provide us with accurate information, we will not be responsible for failure to notify you. These TOU, including all Additional Terms, conditions, and policies on the Services and, if applicable any Advertising Agreements, constitute the entire agreement between you and us and supersede all prior agreements with respect to the subject matter hereof.
OUTEDGE’s failure to exercise or enforce any right or provision of these TOU shall not constitute a waiver of such right or provision.
These TOU, including all terms, conditions, and policies that are incorporated into these terms by reference as set forth in these TOU, constitute the entire agreement between you and OUTEDGE and govern your use of our Websites, superseding any prior agreements that you may have with OUTEDGE.
If any part of these TOU is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the TOU shall continue in effect.