About Us
Terms and Conditions
Terms and Conditions
Date of last revision: December 8, 2010
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING ANY WEBSITE SERVICES PROVIDED TO YOU BY CANADA.COM AS THEY CONTAIN BINDING LEGAL TERMS AND OBLIGATIONS INCLUDING LIMITATIONS OF CANADA.COM'S LIABILITY AND DISCLAIMERS.
SKIP TABLE OF CONTENTS
1. ACCEPTANCE OF TERMS
2. YOUR REGISTRATION OBLIGATIONS
3. canada.com PRIVACY STATEMENT
4. USER CONDUCT
5. SUBMITTED/UPLOADED CONTENT
6. FORUMS AND CHAT ROOMS
7. RESPONSIBILITY FOR MINORS
8. RESTRICTIONS ON RE-USE, RE-SALE OF SERVICES
9. COMMERCIAL USE
10. ACCESS AND INTERFERENCE
11. DOWNLOADS
12. INDEMNITY
13. GENERAL PRACTICES REGARDING USE AND STORAGE
14. MODIFICATIONS TO SERVICE (OTHER THAN PAID SERVICES)
15. TERMINATION
16. CONTENT LINKED TO A CANADA.COM SITE
17. DISCLAIMER OF WARRANTIES
18. LIMITATION OF LIABILITY
19. EXCLUSIONS AND LIMITATIONS
20. PROFESSIONAL INFORMATION DISCLAIMER
21. MEDICAL/HEALTH INFORMATION DISCLAIMER
22. FINANCIAL INFORMATION DISCLAIMER
23. SEARCH CONTENT DISCLAIMER
24. THIRD PARTY DEALINGS & ONLINE SALES DISCLAIMER
25. TRADEMARKS
26. GOVERNING LAW/JURISDICTIONAL ISSUES
27. ARBITRATION AND ACTIONS
28. MISCELLANEOUS
Schedule "A" MUSIC SUBMISSION LICENCE, RELEASE & WAIVER
Schedule "B" PHOTO SUBMISSION LICENCE, RELEASE & WAIVER
Schedule "C" SUBMITTER CONTENT LICENCE, RELEASE & WAIVER
1. All website services provided to you by Postmedia Digital, a division of Postmedia Network Inc., and any of its respective affiliates, related companies, unaffiliated partners and/or licensors (together herein referred to as "canada.com" or "we") are provided to you subject to the following terms and conditions of service. By using any canada.com website (each a "canada.com Site" and collectively, the "canada.com Sites") or any products, content or other services available on a canada.com Site (each a "Service" and collectively, the "Services"), including Services offered on a payment basis (each a "Paid Service" and collectively, "Paid Services"), you agree, without limitation or qualification, to be bound by these terms and conditions and such other additional or alternative terms, conditions, rules and policies which are displayed or to which you may be directed in connection with any particular canada.com Site or Service (collectively the "Terms and Conditions"), all as may be modified by canada.com in accordance with these Terms and Conditions. These Terms and Conditions, along with any modifications or additional or alternate terms or conditions referred to, including those related to your agreement to use a Paid Service (a "Paid Services Agreement"), shall be the entire agreement between you and canada.com and any prior communications between you and canada.com (including, for example, e-mails) do not form part of these Terms and Conditions. If you do not agree with these Terms and Conditions, you may not use a canada.com Site or any of the Services.
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2. In consideration of your use of the Services, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Services' registration form (such information being the "Registration Data"); (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete; and (c) agree to pay all fees, including applicable taxes, incurred in connection with your use of any Paid Service. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof). During registration, you will be asked to provide an e-mail address and to create your own password. The e-mail address will become your user identification ("User ID").You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to: (a) immediately notify canada.com of any unauthorized use of your password or account or any other breach of security; and (b) ensure that you exit from your account at the end of each session. canada.com cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 2.
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3. canada.com Privacy Statement
Registration Data and certain other personal information about you is subject to our Privacy Statement. For more information, please see our Privacy Statement . You agree that canada.com has the right, but not the obligation, to monitor the canada.com Sites and the Services electronically from time to time and to disclose any information as necessary to satisfy any law, regulation or other governmental request, to operate a canada.com Site or any of the Services properly, or to protect itself or its users in accordance with the Privacy Statement and applicable privacy legislation.
You acknowledge that in the event that a third party service provider is located in the United States or another foreign country, your personal information may be processed and stored in the United States or such other foreign country, and the governments, courts or law enforcement or regulatory agencies of that country may be able to obtain disclosure of your personal information through the laws of the foreign country. Whenever we engage a third party service provider to do work for us, we confirm that its privacy and security standards meet our requirements. You acknowledge and agree that this paragraph constitutes prior written notice to you of, and your consent to the collection, use and disclosure of your personal information as described above.
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4. User Conduct
All information, data, text, software, music (including both the particular performance(s) and the underlying musical composition) sound, photographs, graphics, images, avatars, video, messages, ideas, reviews, opinions, suggestions or other materials on a canada.com Site ("Content"), submitted by a user, whether publicly or privately posted, e-mailed, transmitted, uploaded or otherwise submitted to canada.com, a canada.com Site or the Services ("Submitter Content") is the sole responsibility of the person from which such Submitter Content originated and any such post, e-mail, transmission, uploading or other submission of such Submitter Content is subject to the Submission Release Terms and Conditions referred to in Section 5 below. In addition to the License, Release and Waiver terms for Music, Photos Content and Submitter Content (as defined in Section 5 below), you also acknowledge and agree that you, and not canada.com, are entirely responsible for all Submitter Content that you post, e-mail, transmit, upload or otherwise submit via canada.com Sites and/or pursuant to the Services. canada.com does not control the Submitter Content posted via the canada.com Site and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using a canada.com Site or Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will canada.com be liable in any way for any loss, damage or injury related to, or arising as a result of, any Content (including Submitter Content), including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Submitter Content posted, e-mailed, transmitted, uploaded or otherwise submitted via a Service.
You agree to not use any Service to post, e-mail, transmit, upload or otherwise submit any Submitter Content that:
(a) is offensive to the online community, such as Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
(b) could be harmful to minors;
(c) harasses or advocates harassment of another person;
(d) involves the transmission of "junk mail", "chain letters", or unsolicited mass mailing or "spamming";
(e) promotes information that is false, misleading, illegal or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
(f) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party including, without limitation, promoting an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
(g) contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
(h) displays pornographic or sexually explicit material of any kind;
(i) provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under the age of 18;
(j) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
(k) solicits passwords or personal identifying information for commercial or unlawful purposes from other users;
(l) you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information );
(m) engages in commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, and pyramid schemes, without our prior written consent; and
(n) contains or will contain any disabling mechanism or protection feature designed to prevent its use, including any clock, timer, counter, computer virus, worm, software lock, drop dead device, Trojan horse routine, trap door, time bomb or any other codes, designs, routines or instructions that may be used to access, modify, replicate, distort, delete damage or disable the Content, any Services or any canada.com Site and any world wide web pages or any operating system software or hardware on which such Content, Service or canada.com Site is operated or displayed except as specifically designed into the Content.
canada.com and its designees shall have the right to remove any Submitter Content that violates these Terms and Conditions, or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. You acknowledge and agree that canada.com may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms and Conditions; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of canada.com, its users and/or the public.
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5. Submitted/Uploaded Content
You agree that by posting, e-mailing, transmitting, uploading or otherwise submitting any Submitter Content materials to any content generating or submitting Service on a canada.com Site including, without limitation, to any chat-room, forum, literary and/or dramatic content upload Service, music upload Service, reporting/blogging Service, criticism, review or opinion upload Service, or any image, photograph or other visual art-form upload Service, you are agreeing to the applicable Submission Release Terms and Conditions linked here for your reference. For any music that may be uploaded (where or if permitted on canada.com Sites) please refer to the following Music Submission License, Release and Waiver (Schedule "A" below). For any photo that may be uploaded, please refer to the following Photo Submission License, Release and Waiver (Schedule "B" below). For all other Submitter Content please refer to the following Submission License, Release and Waiver (Schedule "C" below). Each of the Music Submission License, Release and Waiver, the Photo Submission License, Release and Waiver and the Submitter Content License, Release and Waiver are hereby incorporated by reference into these Terms and Conditions. PLEASE READ THE APPLICABLE SUBMISSION RELEASE TERMS AND CONDITIONS BEFORE POSTING, E-MAILING, TRANSMITTING, UPLOADING OR OTHERWISE SUBMITTING ANY CONTENT WHATSOEVER TO ANY CANADA.COM SITE OR SERVICE. ANY SUCH POSTING, E-MAILING, TRANSMITTING, UPLOADING OR OTHER SUBMISSION OF CONTENT TO A CANADA.COM SITE OR SERVICE WILL INDICATE THAT YOU ACCEPT AND AGREE TO BE BOUND BY THE APPLICABLE SUBMISSION RELEASE TERMS AND CONDITIONS. WITHOUT LIMITING THE GENERALITY OF THE SUBMISSION RELEASE TERMS AND CONDITIONS, UNDER NO CIRCUMSTANCES SHALL ANY DISCLOSURE OF ANY SUBMITTER CONTENT OR RELATED MATERIAL TO CANADA.COM BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. EXCEPT IN RESPECT OF MUSIC (WHICH USE SHALL BE GOVERNED BY THE MUSIC SUBMISSION LICENSE, RELEASE AND WAIVER) BY SUBMITTING SUBMITTER CONTENT OR ANY RELATED MATERIAL TO CANADA.COM, YOU ARE WAIVING ANY AND ALL RIGHTS THAT YOU MAY HAVE IN THE SUBMITTER CONTENT OR ANY RELATED MATERIAL AND ARE REPRESENTING AND WARRANTING TO CANADA.COM THAT THE SUBMITTER CONTENT (AND ALL PARTS OF IT) OR ANY RELATED MATERIAL ARE WHOLLY ORIGINAL WITH YOU, THAT NO ONE ELSE HAS ANY RIGHTS IN THE SUBMITTER CONTENT OR ANY RELATED MATERIAL AND THAT CANADA.COM IS FREE TO IMPLEMENT, PUBLISH, DISTRIBUTE, REPRODUCE, COMMUNICATE (AND AUTHORIZE THE COMMUNICATION OF), TRANSMIT, MODIFY AND OTHERWISE EXPLOIT THE SUBMITTER CONTENT (INCLUDING ANY IDEA AND/OR SUGGESTION) AND TO USE THE RELATED MATERIAL IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY CANADA.COM, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY.
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6. Forums and Chat Rooms
When participating in a forum or chat room, never assume that people are who they say they are, know what they say they know, or are affiliated with whom they say they are affiliated. canada.com cannot be responsible for the content or accuracy of any information, and will not be responsible for any reliance or decisions made based on such information. When using a forum or chat room, you may not post, transmit, link to, or otherwise distribute any information, materials or content that does not generally pertain to the designated topic or theme of the particular forum or chat room. Use of a forum or chat room for commercial purposes of any kind is strictly prohibited. Please note that canada.com reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, or in violation of these Terms and Conditions. Use of and/or participation in connection with any forum, chat room or message board shall indicate your acceptance of the Terms and Conditions.
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7. Responsibility for Minors
In cases where you have authorized a minor to use a canada.com Site or any of the Services, you recognize that you are fully responsible for: (i) the online conduct of such minor; (ii) controlling the minor's access to and use of a canada.com Site or any of the Services; and (iii) the consequences of any misuse by the minor. You acknowledge that some of the areas of a canada.com Site may contain Content that is inappropriate for minors. You acknowledge that canada.com has no obligation to monitor the Services or any Content accessible through the canada.com Sites.
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8. Restrictions on Re-use, Re-sale of Services
All Content available on a canada.com Site, including the manner in which such Content is presented, and the Services are: Copyright 2010 Postmedia Network Inc., its affiliates, related companies, unaffiliated partners and/or licensors. All rights reserved. Such Content is protected by Canadian and worldwide copyright laws and treaty provisions. canada.com grants you a limited non-exclusive, non-transferable license to use and display on your computer or other electronic access device, the Content and Services for your own personal and non-commercial use only, provided that you do not modify the Content and that you maintain all copyright and other proprietary notices. Except as provided herein, you agree not to reproduce, make derivative works of, retransmit, distribute, sell, publish, communicate, broadcast or otherwise make available any of the Content obtained through a canada.com Site or any of the Services, including without limitation, by caching, framing, deep-linking or similar means, without the prior written consent of the respective copyright owner of such Content. Your entry or participation in any contest, sweepstakes, promotion or other similar offering on any canada.com Site (each, a "Contest") shall also be subject to and governed by the specific rules and regulations in respect of that Contest.
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9. Commercial Use
No bulletin board, forum, chat room or other areas of the canada.com Sites may be used by you for any commercial purposes such as to conduct sales of goods and services of any kind. You must obtain our prior written consent to make commercial offers of any kind, whether by advertising, solicitations, links, or any other form of communication. Without limiting the foregoing, you may not resell or link to other sites for any commercial purpose whatsoever. We reserve the right to investigate and take appropriate legal action against anyone who violates this provision, including without limitation, removing the offending communication from the canada.com Sites and barring such violators from use of the canada.com Sites. We reserve the right to block access to canada.com Sites by any user known or reasonably believed to be utilizing automated means to process commercial uses (including sale of goods and services).
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10. Access and Interference
You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the Content contained thereon or for any other unauthorized purpose without our prior express written permission. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. You agree that you will not access, reload or "refresh" pages contained on canada.com Sites, or make any other request to transactional servers, more than once during any three second interval.
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11. Downloads
Certain Services may allow you to download software applications or other forms of Content, including files, images and/or data incorporated therein (collectively, the "Software"). The Software is made available to you by canada.com or third parties subject to these Terms and Conditions and the terms and conditions made available to you during the software installation process. You agree that the Software is licensed to you by canada.com or third parties for your personal and non-commercial use only provided that you do not modify the Software and that you maintain all copyright and other proprietary notices and that canada.com or the designated third parties retain full and complete title to the Software and all intellectual property rights therein. You may not redistribute, sell, de-compile, reverse engineer, disassemble, or otherwise reduce the Software to a human-readable form. You agree that it is your responsibility to review and evaluate the Software and the related terms and conditions, and that all risk associated with the use of, or reliance on, the Software rests with you. You further agree that canada.com, including its suppliers, shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, the Software, including the failure of the Software to meet your needs, standards, expectations or specifications. canada.com Sites and/or Services and software derived from canada.com Sites and/or Services may be further subject to certain Canadian and United States export controls. No software from any canada.com Site or Service may be downloaded or otherwise exported or re-exported into (or to a national or resident of) any country prohibited by such export controls or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the canada.com Sites, Services or any software derived there from, you acknowledge that it is your responsibility to determine the applicability of and the compliance with, any export controls and you hereby represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list referred to above in respect of any applicable export control.
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12. Indemnity
You agree to defend, indemnify and hold harmless each of canada.com, its affiliates and licensors and each of their respective officers, directors, employees and agents, including all third parties mentioned on a canada.com Site, from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, resulting from or related to: (a) your breach of any of these Terms and Conditions (including any Terms and Conditions incorporated by reference) or your Paid Services Agreement; (b) your access to or use of a canada.com Site, Services or Content; or (c) your use or reliance on, or publication, communication or distribution of anything on or from a canada.com Site or through any of the Services. You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
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13. General Practices Regarding Use and Storage
You acknowledge that canada.com may establish general practices and limits concerning use of the Services, including without limitation the maximum number of days that Submitter Content will be retained by a canada.com Site, the maximum disk space that will be allotted on canada.com's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the canada.com Sites or the Services in a given period of time. You agree that canada.com has no responsibility or liability for the deletion or failure to store any messages and other communications or other Submitter Content maintained or transmitted on or by a canada.com Site or Service. You further acknowledge that, in relation to free services, canada.com reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
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14. Modifications to Service (Other than Paid Services)
For users of the canada.com Sites and/or any Services, other than Paid Services, canada.com reserves the right, in its sole discretion, at any time and from time to time to modify these Terms and Conditions and discontinue, temporarily or permanently, any canada.com Sites or Services (or any part of such canada.com Sites or Services) with or without notice. You agree that any modification or discontinuance of any canada.com Sites or Services may be effected without prior notice, and acknowledge and agree that in connection with any such modification or discontinuance, canada.com may immediately deactivate or delete your account and all related information and files in your account (including any registration data). You further agree that canada.com shall not be liable to you or to any other person as a result of any such modification or discontinuance for any reason whatsoever. Your continued use of a canada.com Site or Service will mean that you accept those changes. For users of Paid Services, modifications of your Services and these Terms and Conditions are governed by your Paid Services Agreement, including all relevant provisions of these Terms and Conditions.
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15.Termination
You agree that canada.com, in its sole discretion, may suspend or terminate your password, account (or any part thereof) or use of the canada.com Sites or Services, and remove and discard any Submitter Content within the Service at its convenience, or for any reason, including, without limitation, for lack of use or if canada.com believes that you have violated or acted inconsistently with the letter or spirit of the Terms and Conditions. canada.com may also in its sole discretion and at any time discontinue providing the canada.com Sites or Services, or any parts of the canada.com Sites or Services, including Paid Services, with or without notice. You agree that any suspension and/or termination of your access to the canada.com Sites or Services may be effected without prior notice, and acknowledge and agree that canada.com may immediately deactivate or delete your account and all related information and files in your account (including any Registration Data) and/or bar any further access to such files or the Services. You further agree that canada.com shall not be liable to you or to any other person as a result of any such suspension or termination. If you are dissatisfied with a canada.com Site or any of the Services or with any terms, conditions, rules, policies, guidelines, or practices of canada.com in operating a canada.com Site or any of the Services, your sole and exclusive remedy is to discontinue using the canada.com Site or Services in question.
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16. Content Linked to a canada.com Site
Please exercise discretion while browsing the Internet. Please note that certain links on the canada.com Sites may take you to other websites. canada.com provides these links only as a convenience and not as an endorsement by canada.com. These linked sites are not necessarily under the control of canada.com. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements. Furthermore, you acknowledge and confirm that you are responsible for viewing and abiding by the terms of use and privacy policies posted at these third party linked sites. canada.com is not responsible for the content of any such linked sites or any other web page which is not part of a canada.com Site and under canada.com's control. Unless otherwise expressly provided, canada.com makes no representation or warranty regarding, and does not endorse, any linked site or the information, products or services appearing thereon. Accordingly, you agree that canada.com will not be responsible or liable in any way for the accuracy, relevancy, copyright compliance, legality, or decency of material contained in any site linked from a canada.com Site or the use of any personal information that you provide to such linked site by the operator(s) of such linked site.
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17. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(a) YOUR USE OF ANY CANADA.COM SITE OR SERVICE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CANADA.COM SITES OR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CANADA.COM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. (b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CANADA.COM MAKES NO WARRANTY THAT (i) THE CANADA.COM SITES OR SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE CANADA.COM SITES OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CANADA.COM SITES OR SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE CANADA.COM SITES OR SERVICES WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. (c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF CANADA.COM SITES OR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. (d) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CANADA.COM, A CANADA.COM SITE OR THROUGH OR FROM ANY SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS AND CONDITIONS.
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18. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT CANADA.COM SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CANADA.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE CANADA.COM SITES OR SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE CANADA.COM SITES OR SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE CANADA.COM SITES OR SERVICES; OR (v) ANY OTHER MATTER RELATING TO THE CANADA.COM SITES OR SERVICES. YOU EXPRESSLY ACKNOWLEDGE THAT CANADA.COM HAS ENTERED INTO THIS AGREEMENT, AND HAS AND WILL MAKE THE CANADA.COM SITES, SERVICES AND CONTENT AVAILABLE TO YOU IN RELIANCE UPON THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH IN THESE TERMS AND CONDITIONS, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND CANADA.COM. YOU EXPRESSLY AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH IN THESE TERMS AND CONDITIONS WILL SURVIVE, AND CONTINUE TO APPLY IN THE CASE OF, FUNDAMENTAL BREACH OR BREACHES, THE FAILURE OF ESSENTIAL PURPOSE OF CONTRACT, THE FAILURE OF ANY EXCLUSIVE REMEDY OR TERMINATION OF THIS AGREEMENT.
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19. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 17 AND 18 MAY NOT APPLY TO YOU.
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20. Professional Information Disclaimer
The canada.com Sites may make available certain information provided by third parties related to various professional fields such as, without limitation, medicine and other health and fitness related matters, law, accounting and financial planning and investments (the "Professional Information"). The Professional Information is provided for educational and entertainment purposes only and should not be interpreted as a recommendation for a specific treatment plan, product or course of action. Use of a canada.com Site does not replace consultations with a qualified medical, legal, financial or other relevant professional. In addition, while the Professional Information is frequently updated, this information changes rapidly and therefore, some of the Professional Information may be out of date. You agree that all risk associated with the use of, or reliance on, any of the Professional Information rests with you. You further agree that canada.com, including its suppliers, shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, any such Professional Information.
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21. Medical/Health Information Disclaimer
The Professional Information may contain health-related and medical-related information (including any facts, views, opinions, recommendations, descriptions of, or references to, products, services and medications). Such health-related and medical-related information made available by canada.com, through a canada.com Site or any of the Services is: (a) for informational purposes only; (b) not to be used or construed as a substitute for professional medical advice, diagnosis, or treatment; (c) not intended as a recommendation or endorsement of any specific tests, products, procedures, opinions or any other information. Reliance on any health-related or medical-related Professional Information on, or accessible through, the canada.com Sites or Services is solely at your own risk. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON ANY CANADA.COM SITE.
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22. Financial Information Disclaimer
The Professional Information may contain financial information (including any facts, views, opinions, recommendations, descriptions of, or references to, products or securities). Such financial information made available by canada.com, through a canada.com Site or any of the Services is: (a) for informational purposes only; (b) not to be used or construed as an offer to sell, a solicitation of an offer to buy, or an endorsement, recommendation, or sponsorship of any entity or security by canada.com; and (c) not necessarily reflective of the views or policy of canada.com, including the publisher, contributors and staff of, and advertisers on, a canada.com Site. You acknowledge and agree that any request for information by you is unsolicited and shall neither constitute nor be construed as investment advice by canada.com. You should apply your own judgment in making any use of any financial information, including, without limitation, the use of any information contained therein as the basis for any conclusions. You bear responsibility for your own investment research and decisions. PRIOR TO MAKING ANY INVESTMENT DECISION, IT IS STRONGLY RECOMMENDED THAT YOU SEEK OUTSIDE ADVICE FROM A QUALIFIED INVESTMENT ADVISOR. CANADA.COM DOES NOT PROVIDE OR GUARANTEE ANY FINANCIAL, LEGAL, TAX, OR ACCOUNTING ADVICE OR ADVICE REGARDING THE SUITABILITY, PROFITABILITY, OR POTENTIAL VALUE OF ANY PARTICULAR INVESTMENT, SECURITY, OR INFORMATION SOURCE. You acknowledge that canada.com may invest or otherwise hold interests in entities which may be referenced in any of the Services or Content accessible through a canada.com Site. The views and opinions expressed on a canada.com Site are not intended to constitute a description of securities bought, sold, or held on behalf of canada.com nor an indication by canada.com of any intention to buy, sell, or hold any security.
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23. Search Content Disclaimer
Any and all pictures, sounds, sound effects, sound recordings, musical works, performances, graphics, video, cinematic productions, audio-visual works, search results, listings (paid or free) and/or the arrangement thereof and any other works (the "Multimedia Content") located through any canada.com Site's search services are protected by copyright and/or other intellectual property laws. canada.com does not have the right to authorize you to reproduce, distribute, publicly display, publicly perform, communicate or create derivative works from any files containing such Multimedia Content. Where search results link to sites outside a canada.com Site, all of the Multimedia Content contained on such sites is owned and served by entities other than canada.com. canada.com provides you with the URL or address of the Multimedia Content; this information may be used to determine the server of the Multimedia Content. If you intend to make use of any Multimedia Content accessed through a canada.com Site's search services for commercial or noncommercial purposes, we strongly suggest that you contact the server and/or owner of the Multimedia Content for permission to use such Multimedia Content.
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24. Third Party Dealings & Online Sales Disclaimer
You acknowledge that some of the services accessible on the canada.com Site are provided by third parties, including but not limited to health newsletters and surveys. You acknowledge that in dealings with third parties, canada.com is not the seller or provider and your agreement of purchase or for services with such third party is between you and the third party, and not canada.com. canada.com assumes no responsibility whatsoever for any charges you, or any user of any account you establish through the canada.com Site, incurs when making purchases or other transactions in this manner. The responsibility for ensuring compliance with all applicable laws in connection with any such transactions shall be yours and/or the third party's alone. You agree that canada.com shall not be responsible or liable in any way for any loss or damage of any kind incurred as a result of, or in connection with, any such dealings or transactions. You acknowledge and agree that your correspondence or business dealings with any third parties, including any merchants or advertisers, found on, or through, a canada.com Site or any of the Services, including payment for and delivery of related goods and services, and all other terms, conditions, representations and warranties related to such dealings, are solely as between you and such third parties.
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25. Trademarks
CANADA.COM, Bubbles Design, WHERE PERSPECTIVES CONNECT, the newspaper mastheads and other newspaper trademarks and design marks, broadcasting service-related trademarks and design marks, service names and associated designs are trademarks and registered trademarks of Postmedia Network Inc., National Post Inc., Postmedia Network Canada Corp. and/or their affiliates or related companies (collectively, the "Postmedia Marks"). All other product, brand and company names and logos used or mentioned on a canada.com Site or any of the Services may be the trademarks or registered trademarks of their respective owners. Any use of any trademarks appearing on a canada.com Site or any of the Services without the express written consent of the owner of the trademark is strictly prohibited.
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26. Governing Law/Jurisdictional Issues
Except for third party sites and services independently operated and accessed through canada.com Sites, all other canada.com Sites and Services are controlled, operated and administered by canada.com from its offices within Canada. canada.com makes no representation or warranty that a canada.com Site or any of the Services are appropriate or available for use at any locations outside Canada. If you access a canada.com Site from outside Canada, you are responsible for compliance with all applicable laws. You may not export any of the Content accessible through a canada.com Site in violation of applicable export laws and regulations. These Terms and Conditions shall be interpreted, construed and governed by the laws in force in the Province of Ontario, and the federal laws of Canada applicable therein, without reference to its conflict of laws principles. Subject to the Arbitration and Actions paragraph below, each party hereby agrees to submit to the jurisdiction of the courts of the Province of Ontario and the Federal Courts situate therein, and to waive any objections based upon venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms and Conditions.
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27. Arbitration and Actions
Except where prohibited by applicable law, any controversy, claim or dispute arising out of or relating to these Terms and Conditions, your use of any canada.com Site or Service (including Paid Services) or the relationship which results from these Terms and Conditions, including without limitation, the performance, breach, enforcement, existence or validity of the matters provided for in these Terms and Conditions which cannot be amicably resolved, even if only one of the parties declares that there is a difference (collectively, a "Claim"), will be referred to and finally settled (to the exclusion of the courts) by private and confidential binding arbitration before a single arbitrator held in Toronto, Ontario in English and governed by Ontario law pursuant to the Arbitration Act 1991, (Ontario), as amended, replaced or re-enacted from time to time. The arbitrator shall be a person who is legally trained and who has experience in the information technology field in Canada and is independent of either party. Any such Claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim, controversy or dispute of any other party. Except where prohibited by applicable law, you agree to waive any right you may have to commence or participate in any class action against us related to any Claim and, where applicable, you also agree to opt out of any class proceedings against us. Notwithstanding the foregoing, we reserve the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through the courts.
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28. Miscellaneous
These Terms and Conditions and, where applicable, the specific terms of a Paid Services Agreement, constitute the entire agreement between canada.com and you pertaining to your use of the canada.com Sites and Services and, except as specifically set forth herein, supersede any prior agreements between you and canada.com relating to the canada.com Sites and Services. canada.com may assign these Terms and Conditions, in whole or in part, at any time. canada.com's failure to insist upon or enforce strict performance of any right or provision of the Terms and Conditions shall not constitute or be construed as a waiver of any right or provision. If any of the provisions (or parts thereof) contained in the Terms and Conditions are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions (or parts thereof) contained herein. The parties have required that the Terms and Conditions and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents que s`y rattachent soient rédigés en anglais (Version française). In the event of a conflict between the English and French version of these terms, the English version shall prevail.
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SCHEDULE "A"
MUSIC SUBMISSION LICENCE, RELEASE AND WAIVER
This licence, release and waiver allows us to expose your music to new listeners for your benefit by streaming your music on canada.com Sites and Services (where permitted by canada.com), and broadcasting it in certain other media outlets, as well permitting us to gain further exposure for your music by printing your lyrics in our newspapers and other print publications. Please note that we cannot expose your music to new listeners if you do not own all rights to the music composition (for instance, publishing rights), the actual performance of the music that you plan to upload to us (including, for instance, the performances of anyone else included in the music) or if you have already assigned any rights to a collection society such as SOCAN. Please also note that not all of the canada.com Sites or Services permit or provide for uploading of your music. If you decide at any time that you no longer want us to use your Music pursuant to this license, simply send us a written request to the Attention of: Rights Manager - Postmedia Digital at 1450 Don Mills Road, Toronto, ON, M3B 2X7.
WE WILL NOT MAKE YOUR MUSIC AVAILABLE FOR DOWNLOAD. YOUR MUSIC WILL BE STREAMED ON CANADA.COM SITES ONLY AND MAY OTHERWISE BE BROADCAST ON OTHER SECURE MEDIA DESCRIBED BELOW.
The purpose of this upload, streaming, and broadcast tool is to allow you to expose your music to new listeners for your benefit. For this benefit, along with other valuable consideration that you acknowledge, you agree with canada.com as follows:
1. You grant to canada.com, a non-exclusive and royalty-free right and license, (but not the obligation), in perpetuity throughout the world, to use, reproduce, store, transmit, communicate (and authorize the communication of, including public internet streaming and broadcast use) the musical composition and actual performance of the musical composition (whether contained in a master recording or otherwise)(including any and all performances contained in the actual recording) in whole or in part (collectively, your "Music"), or any part thereof, on (i) any canada.com Site now existing or to be created (including, without limitation, internet web pages located at the domain name canada.com or its successor websites) and however configured for any electronic distribution platform or device whether fixed or mobile (whether now known or to be devised and including, without limitation, phones, personal digital assistant, pagers and other wireless enabled devices and applications) and (ii) each and every conventional and/or satellite radio station owned, operated or controlled by canada.com or its affiliates (each a "Licensed Station"). You irrevocably waive, in canada.com's favour any and all so-called "moral rights" in connection with your Music. You grant these rights and this waiver to canada.com free of charge.
2. You grant canada.com a non-exclusive and royalty free right and license (but not the obligation), in perpetuity throughout the world to mechanically reproduce your Music, in whole or in part, for the sole purpose of the exercise of its rights described in Paragraph 1 above. You grant these rights to canada.com free of charge.
3. You also grant to canada.com an irrevocable non-exclusive and royalty-free right and license (but not the obligation), in perpetuity throughout the world, to use, reproduce, publish, display, and distribute any and all lyrics contained in the Music (the "Lyrics"), or any part thereof, in each and every print publication (whether periodical or not) owned, operated, controlled, published or co-published, or commissioned by canada.com and/or its affiliates (each a "Licensed Publication"). You grant these rights to canada.com free of charge.
4. You represent and warrant that:
(a) you own or control 100% of the rights in and to your Music and the Lyrics. The rights granted to canada.com in this license, the Music and the Lyrics and each and every one of its and their component elements are, wholly original with you and not copied in whole or in part from any other work;
(b) you have the right to grant to canada.com the rights granted to us in this license. No further permissions, consents or payments are required from or to, any third party in connection with the use by canada.com of the rights granted hereunder, there is (and will not be) any agreement with a third party that may in any way interfere with canada.com's rights under this license, and such rights are and shall be free and clear of any and all claims, rights and obligations whatsoever;
(c) this license, the Music and the Lyrics shall not be subject to the jurisdiction of the American Federation of Musicians or other similar guild or organization in any jurisdiction and no additional payment, royalties, or consent of any party are required in connection with canada.com's exercise of the rights granted in this license (including, without limitation, any payments in respect of neighbouring rights). Without limiting what you have represented to above, you have not previously assigned any or all of the so-called "small" performing rights in and to the Music to any performing rights society, and have not previously assigned any or all of the so called "publishing rights" in and to the Music to any publishing company, record company or other person or entity whatsoever; and
(d) you are a resident of Canada.
5. canada.com is the sole owner of all rights (including copyright) in the canada.com Sites, Licensed Stations and Licensed Publications and in this capacity shall have the right to use the Music and the Lyrics in any manner in its sole discretion within the terms of this license, including, but not limited to the right to edit your Music to accommodate broadcast and broadcast distribution requirements. However, unless we have your prior consent, we will not use your Music in conjunction with any other material to create a new derivative work.
6. You expressly and irrevocably release and forever discharge canada.com, its parent, subsidiary, affiliated and associated companies, and their directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns of and from any and all actions, causes of action, suits, proceedings, liability, debts, judgments, claims and demands whatsoever in law or equity which Submitter ever had, now have, or hereafter can, shall or may have, for or by reason of, or arising directly or indirectly out of, canada.com's exercise of its rights in this license, release and waiver
7. You hereby agree to indemnify and hold harmless canada.com, its partners, co-producers, financiers and distributors, their parent, affiliated and related companies, and all of their respective individual shareholders, directors, officers, employees, licensees and assigns from and against any claims, actions, losses and expenses (including legal expenses) occasioned by any breach of your representations and warranties or any other provision of this license, release and waiver.
8. You shall not have any right to terminate the permissions granted herein, nor to seek, obtain, or enforce any injunctive or other equitable relief against canada.com, all of which such rights are hereby expressly and irrevocably waived by you in favour of canada.com.
9. You acknowledge having obtained independent legal advice in connection with this license, release and waiver, failing which, you shall be deemed to have voluntarily waived the right to seek such independent legal advice.
10. Except to the extent that they conflict with the license, release and waiver terms of the upload of your Music, Photos or Submitter Content, the general Terms and Conditions for use of the canada.com Sites are also applicable to your upload of Music and such Terms and Conditions are incorporated into this license. If those general canada.com Terms and Conditions conflict with the terms and conditions of this license, release and waiver, this license, release and waiver will govern. Except as otherwise defined in this license, any capitalized terms shall have the meanings given to such terms in the general Terms and Conditions.
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SCHEDULE "B"
PHOTO SUBMISSION LICENCE, RELEASE AND WAIVER
Please note that we cannot publish your photographic materials or images ("Photos") if you do not own all rights in them, and have permission from those who may appear in your Photos to publish the Photos. Please also note that not all of the canada.com Sites or Services permit or provide for uploading of your Photos. If you decide at any time that you no longer want us to use your Photos pursuant to this license, simply send us a written request to the Attention of: Rights Manager - Postmedia Digital at 1450 Don Mills Road, Toronto, ON, M3B 2X7.
In consideration of canada.com's agreement to allow you to post, e-mail, transmit, upload or otherwise submit any Photo to the canada.com Sites or Services and, possibly, to review, and potentially publish any such materials submitted to canada.com by you, and for other valuable consideration the receipt and sufficiency of which are hereby expressly and irrevocably acknowledged, you agree with canada.com as follows.
1. You grant to canada.com, a non-exclusive and royalty-free right and license, (but not the obligation), in perpetuity throughout the world, to use, reproduce, store, transmit, communicate the Photo in whole or in part, or any part thereof, (i) on any canada.com Site now existing or to be created (including, without limitation, internet web pages located at the domain name canada.com or its successor websites) and however configured for any electronic distribution platform or device whether fixed or mobile (whether now known or to be devised and including, without limitation, phones, personal digital assistant, pagers and other wireless enabled devices and applications); and (ii) in any newspaper (including but not limited to print and Digital Editions of such newspapers) owned or operated by Postmedia Network Inc., National Post Inc., and/or its affiliates, related companies, unaffiliated partners and/or licensees, successors or assigns, for the purpose of promoting your Photo and its submission to the canada.com Sites. You irrevocably waive, in canada.com's favour any and all so-called "moral rights" in connection with your Photo. You grant these rights and this waiver to canada.com free of charge.
2. You represent and warrant that:
(a) you own or control all of the rights in and to your Photo. The rights granted to canada.com in this license, the Photo and every one of its component elements are, wholly original with you and not copied in whole or in part from any other work, and/or you have obtained all necessary rights or licences in order to authorize use of your Photo for the above purposes;
(b) you have the right to grant to canada.com the rights granted to us in this license. No further permissions, consents or payments are required from or to, any third party in connection with the use by canada.com of the rights granted hereunder, there is (and will not be) any agreement with a third party that may in any way interfere with canada.com's rights under this license, and such rights are and shall be free and clear of any and all claims, rights and obligations whatsoever;
(c) this license, and the Photo shall not be subject to the jurisdiction of any guild, organization, corporation or collective in any jurisdiction and no additional payment, royalties, or consent of any party are required in connection with canada.com's exercise of the rights granted in this license. Without limiting what you have represented to above, you have not previously assigned any or all of the rights in and to the Photo to any guild, organization, corporation or collective or other person or entity whatsoever; and
(d) you are a resident of Canada.
3. canada.com is the sole owner of all rights (including copyright) in the canada.com Sites and in this capacity shall have the right to use the Photo in any manner in its sole discretion within the terms of this license, including, but not limited to the right to edit your Photo to accommodate publication requirements; and to add to, delete from, edit, alter and otherwise combine the content with any other content in any manner and in any media whatsoever.
4. You expressly and irrevocably release and forever discharge canada.com, its parent, subsidiary, affiliated and associated companies, and their directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns of and from any and all actions, causes of action, suits, proceedings, liability, debts, judgments, claims and demands whatsoever in law or equity which you ever had, now have, or hereafter can, shall or may have, for or by reason of, or arising directly or indirectly out of, canada.com's exercise of its rights in this license, release and waiver.
5. You hereby agree to indemnify and hold harmless canada.com, its partners, their parent, affiliated and related companies, and all of their respective individual shareholders, directors, officers, employees, licensees and assigns from and against any claims, actions, losses and expenses (including legal expenses) occasioned by any breach of your representations and warranties or any other provision of this license, release and waiver.
6. You shall not have any right to terminate the permissions granted herein, nor to seek, obtain, or enforce any injunctive or other equitable relief against canada.com, all of which such rights are hereby expressly and irrevocably waived by you in favour of canada.com.
7. You acknowledge having obtained independent legal advice in connection with this license, release and waiver, failing which, you shall be deemed to have voluntarily waived the right to seek such independent legal advice.
8. Certain portions of the canada.com Site may run specific Photo submission campaigns, promotions or contests which envision reproduction of your photos in other publications or media. Certain portions of the canada.com Site may also provide services to which you may upload your Photos for private viewing only (including but not limited to access by password and/or secure link only). In addition to the general Terms and Conditions for canada.com Sites (including the Licence, Release and Waiver terms for Music, Photos and Submitter Content incorporated therein), any specific terms and conditions of those services, campaigns, promotions or contests shall apply to those Photo submissions and are incorporated into this licence. To the extent that there is conflict between the provisions of those specific terms, this licence and the general Terms and Conditions for canada.com Sites, the provisions of the specific terms and conditions of those Photo services, campaigns, promotions or contests shall apply. Except as otherwise defined in this license or in any specific terms and conditions of a Photo submission opportunity, any capitalized terms shall have the meanings given to such terms in the general Terms and Conditions.
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SCHEDULE "C"
SUBMITTER CONTENT SUBMISSION LICENCE, RELEASE AND WAIVER
In consideration of canada.com's agreement to allow you to post, e-mail, transmit, upload or otherwise submit any Submitter Content materials to the canada.com Sites or Services and, possibly, to review, and potentially publish any such materials submitted to canada.com by you, and for other valuable consideration the receipt and sufficiency of which are hereby expressly and irrevocably acknowledged, you agree with canada.com as follows.
1. You acknowledge that:
(a) by posting, e-mailing, transmitting, uploading or otherwise submitting any Submitter Content to any canada.com Sites or Services, you hereby irrevocably grant and assign to canada.com the unlimited right and licence, for the full term of copyright or any extension thereof, to copy, adapt, transmit, communicate, public display and perform, distribute and create compilations and derivative works from such Submitter Content, and to publish, reproduce and otherwise use and exploit the Submitter Content in any manner and in any and all media, whether now known or hereafter devised, throughout the world, without further compensation. canada.com shall be entitled to edit the Submitter Content, and you hereby waive in favour of canada.com and its assigns, all "moral rights" in and to the Submitter Content. Nothing herein shall obligate canada.com to use or publish the Submitter Content in any manner. The rights granted hereunder may be freely assigned or sub-licensed by canada.com to any third party.
(b) canada.com receives numerous submissions of ideas, stories and other materials from other sources and, in addition, canada.com creates, and/or commissions others to create on canada.com's behalf, such materials (collectively the "canada.com Materials"). The subject matter and substance and/or other elements (collectively the "Elements") contained in the canada.com Materials may be similar to those contained in the Submitter Content submitted by you. You expressly and irrevocably understand, acknowledge and agree that canada.com is accepting the Submitter Content at your request, which request was and is deemed to have been made by you after having been advised by canada.com that there are or may be pre-existing canada.com Materials which may have one or more Elements similar, or substantially similar, to those found in the Submitter Content;
(c) canada.com shall be entitled to use the Submitter Content you submit to canada.com without compensation or obligation to you; and
(d) There is no relationship of any type created, including without limitation any agency, or fiduciary relationship, as between you and canada.com, by virtue of the submission by you of the Submitter Content to canada.com hereunder.
2. You hereby expressly and irrevocably release and forever discharge canada.com, its parent, subsidiary, affiliated and associated companies, and their directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns of and from any and all actions, causes of action, suits, proceedings, liability, debts, judgments, claims and demands whatsoever in law or equity which you ever had, now have, or hereafter can, shall or may have, for or by reason of, or arising directly or indirectly out of, canada.com's use of the Submitter Content.
3. You represent and warrant that:
(a) the Submitter Content you submit, and each and every of its component elements, are wholly original with you and not copied in whole or part from any other work;
(b) you have the full and complete right to grant the permissions given hereunder to canada.com, and that no further permissions are required from, nor payments required to be made to any third party in connection with the use by canada.com of the Submitter Content as contemplated herein; and
(c) the Submitter Content does not defame any person and does not infringe upon the copyright, moral rights, publicity rights, privacy rights or any other right of any person, or company, or violate any law or judicial or governmental order.
4. You hereby agree to indemnify and hold harmless canada.com, its partners, co-producers, financiers and distributors, their parent, affiliated and related companies, and all of their respective individual shareholders, directors, officers, employees, licensees and assigns from and against any claims, actions, losses and expenses (including legal expenses) occasioned by any breach of your representations and warranties or any other provision of this license, release and waiver.
5. You shall not have any right to terminate the permissions granted herein, nor to seek, obtain, or enforce any injunctive or other equitable relief against canada.com, all of which such rights are hereby expressly and irrevocably waived by you in favour of canada.com.
6. You acknowledge having obtained independent legal advice in connection with this license, release and waiver, failing which, you shall be deemed to have voluntarily waived the right to seek such independent legal advice.
7. Except to the extent that they conflict with the license, release and waiver terms of the upload of your Music, Photos, and/or Submitter Content, the general Terms and Conditions for use of the canada.com Sites are also applicable to your submission of Submitter Content and such Terms and Conditions are incorporated into this license. If those general canada.com Terms and Conditions conflict with the terms and conditions of this license, release and waiver, this license, release and waiver will govern. Except as otherwise defined in this license, any capitalized terms shall have the meanings given to such terms in the general Terms and Conditions.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING ANY WEBSITE SERVICES PROVIDED TO YOU BY CANADA.COM AS THEY CONTAIN BINDING LEGAL TERMS AND OBLIGATIONS INCLUDING LIMITATIONS OF CANADA.COM'S LIABILITY AND DISCLAIMERS.
SKIP TABLE OF CONTENTS
1. ACCEPTANCE OF TERMS
2. YOUR REGISTRATION OBLIGATIONS
3. canada.com PRIVACY STATEMENT
4. USER CONDUCT
5. SUBMITTED/UPLOADED CONTENT
6. FORUMS AND CHAT ROOMS
7. RESPONSIBILITY FOR MINORS
8. RESTRICTIONS ON RE-USE, RE-SALE OF SERVICES
9. COMMERCIAL USE
10. ACCESS AND INTERFERENCE
11. DOWNLOADS
12. INDEMNITY
13. GENERAL PRACTICES REGARDING USE AND STORAGE
14. MODIFICATIONS TO SERVICE (OTHER THAN PAID SERVICES)
15. TERMINATION
16. CONTENT LINKED TO A CANADA.COM SITE
17. DISCLAIMER OF WARRANTIES
18. LIMITATION OF LIABILITY
19. EXCLUSIONS AND LIMITATIONS
20. PROFESSIONAL INFORMATION DISCLAIMER
21. MEDICAL/HEALTH INFORMATION DISCLAIMER
22. FINANCIAL INFORMATION DISCLAIMER
23. SEARCH CONTENT DISCLAIMER
24. THIRD PARTY DEALINGS & ONLINE SALES DISCLAIMER
25. TRADEMARKS
26. GOVERNING LAW/JURISDICTIONAL ISSUES
27. ARBITRATION AND ACTIONS
28. MISCELLANEOUS
Schedule "A" MUSIC SUBMISSION LICENCE, RELEASE & WAIVER
Schedule "B" PHOTO SUBMISSION LICENCE, RELEASE & WAIVER
Schedule "C" SUBMITTER CONTENT LICENCE, RELEASE & WAIVER
1. All website services provided to you by Postmedia Digital, a division of Postmedia Network Inc., and any of its respective affiliates, related companies, unaffiliated partners and/or licensors (together herein referred to as "canada.com" or "we") are provided to you subject to the following terms and conditions of service. By using any canada.com website (each a "canada.com Site" and collectively, the "canada.com Sites") or any products, content or other services available on a canada.com Site (each a "Service" and collectively, the "Services"), including Services offered on a payment basis (each a "Paid Service" and collectively, "Paid Services"), you agree, without limitation or qualification, to be bound by these terms and conditions and such other additional or alternative terms, conditions, rules and policies which are displayed or to which you may be directed in connection with any particular canada.com Site or Service (collectively the "Terms and Conditions"), all as may be modified by canada.com in accordance with these Terms and Conditions. These Terms and Conditions, along with any modifications or additional or alternate terms or conditions referred to, including those related to your agreement to use a Paid Service (a "Paid Services Agreement"), shall be the entire agreement between you and canada.com and any prior communications between you and canada.com (including, for example, e-mails) do not form part of these Terms and Conditions. If you do not agree with these Terms and Conditions, you may not use a canada.com Site or any of the Services.
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2. In consideration of your use of the Services, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Services' registration form (such information being the "Registration Data"); (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete; and (c) agree to pay all fees, including applicable taxes, incurred in connection with your use of any Paid Service. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof). During registration, you will be asked to provide an e-mail address and to create your own password. The e-mail address will become your user identification ("User ID").You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to: (a) immediately notify canada.com of any unauthorized use of your password or account or any other breach of security; and (b) ensure that you exit from your account at the end of each session. canada.com cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 2.
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3. canada.com Privacy Statement
Registration Data and certain other personal information about you is subject to our Privacy Statement. For more information, please see our Privacy Statement . You agree that canada.com has the right, but not the obligation, to monitor the canada.com Sites and the Services electronically from time to time and to disclose any information as necessary to satisfy any law, regulation or other governmental request, to operate a canada.com Site or any of the Services properly, or to protect itself or its users in accordance with the Privacy Statement and applicable privacy legislation.
You acknowledge that in the event that a third party service provider is located in the United States or another foreign country, your personal information may be processed and stored in the United States or such other foreign country, and the governments, courts or law enforcement or regulatory agencies of that country may be able to obtain disclosure of your personal information through the laws of the foreign country. Whenever we engage a third party service provider to do work for us, we confirm that its privacy and security standards meet our requirements. You acknowledge and agree that this paragraph constitutes prior written notice to you of, and your consent to the collection, use and disclosure of your personal information as described above.
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4. User Conduct
All information, data, text, software, music (including both the particular performance(s) and the underlying musical composition) sound, photographs, graphics, images, avatars, video, messages, ideas, reviews, opinions, suggestions or other materials on a canada.com Site ("Content"), submitted by a user, whether publicly or privately posted, e-mailed, transmitted, uploaded or otherwise submitted to canada.com, a canada.com Site or the Services ("Submitter Content") is the sole responsibility of the person from which such Submitter Content originated and any such post, e-mail, transmission, uploading or other submission of such Submitter Content is subject to the Submission Release Terms and Conditions referred to in Section 5 below. In addition to the License, Release and Waiver terms for Music, Photos Content and Submitter Content (as defined in Section 5 below), you also acknowledge and agree that you, and not canada.com, are entirely responsible for all Submitter Content that you post, e-mail, transmit, upload or otherwise submit via canada.com Sites and/or pursuant to the Services. canada.com does not control the Submitter Content posted via the canada.com Site and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using a canada.com Site or Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will canada.com be liable in any way for any loss, damage or injury related to, or arising as a result of, any Content (including Submitter Content), including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Submitter Content posted, e-mailed, transmitted, uploaded or otherwise submitted via a Service.
You agree to not use any Service to post, e-mail, transmit, upload or otherwise submit any Submitter Content that:
(a) is offensive to the online community, such as Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
(b) could be harmful to minors;
(c) harasses or advocates harassment of another person;
(d) involves the transmission of "junk mail", "chain letters", or unsolicited mass mailing or "spamming";
(e) promotes information that is false, misleading, illegal or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
(f) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party including, without limitation, promoting an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
(g) contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
(h) displays pornographic or sexually explicit material of any kind;
(i) provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under the age of 18;
(j) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
(k) solicits passwords or personal identifying information for commercial or unlawful purposes from other users;
(l) you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information );
(m) engages in commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, and pyramid schemes, without our prior written consent; and
(n) contains or will contain any disabling mechanism or protection feature designed to prevent its use, including any clock, timer, counter, computer virus, worm, software lock, drop dead device, Trojan horse routine, trap door, time bomb or any other codes, designs, routines or instructions that may be used to access, modify, replicate, distort, delete damage or disable the Content, any Services or any canada.com Site and any world wide web pages or any operating system software or hardware on which such Content, Service or canada.com Site is operated or displayed except as specifically designed into the Content.
canada.com and its designees shall have the right to remove any Submitter Content that violates these Terms and Conditions, or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. You acknowledge and agree that canada.com may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms and Conditions; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of canada.com, its users and/or the public.
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5. Submitted/Uploaded Content
You agree that by posting, e-mailing, transmitting, uploading or otherwise submitting any Submitter Content materials to any content generating or submitting Service on a canada.com Site including, without limitation, to any chat-room, forum, literary and/or dramatic content upload Service, music upload Service, reporting/blogging Service, criticism, review or opinion upload Service, or any image, photograph or other visual art-form upload Service, you are agreeing to the applicable Submission Release Terms and Conditions linked here for your reference. For any music that may be uploaded (where or if permitted on canada.com Sites) please refer to the following Music Submission License, Release and Waiver (Schedule "A" below). For any photo that may be uploaded, please refer to the following Photo Submission License, Release and Waiver (Schedule "B" below). For all other Submitter Content please refer to the following Submission License, Release and Waiver (Schedule "C" below). Each of the Music Submission License, Release and Waiver, the Photo Submission License, Release and Waiver and the Submitter Content License, Release and Waiver are hereby incorporated by reference into these Terms and Conditions. PLEASE READ THE APPLICABLE SUBMISSION RELEASE TERMS AND CONDITIONS BEFORE POSTING, E-MAILING, TRANSMITTING, UPLOADING OR OTHERWISE SUBMITTING ANY CONTENT WHATSOEVER TO ANY CANADA.COM SITE OR SERVICE. ANY SUCH POSTING, E-MAILING, TRANSMITTING, UPLOADING OR OTHER SUBMISSION OF CONTENT TO A CANADA.COM SITE OR SERVICE WILL INDICATE THAT YOU ACCEPT AND AGREE TO BE BOUND BY THE APPLICABLE SUBMISSION RELEASE TERMS AND CONDITIONS. WITHOUT LIMITING THE GENERALITY OF THE SUBMISSION RELEASE TERMS AND CONDITIONS, UNDER NO CIRCUMSTANCES SHALL ANY DISCLOSURE OF ANY SUBMITTER CONTENT OR RELATED MATERIAL TO CANADA.COM BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. EXCEPT IN RESPECT OF MUSIC (WHICH USE SHALL BE GOVERNED BY THE MUSIC SUBMISSION LICENSE, RELEASE AND WAIVER) BY SUBMITTING SUBMITTER CONTENT OR ANY RELATED MATERIAL TO CANADA.COM, YOU ARE WAIVING ANY AND ALL RIGHTS THAT YOU MAY HAVE IN THE SUBMITTER CONTENT OR ANY RELATED MATERIAL AND ARE REPRESENTING AND WARRANTING TO CANADA.COM THAT THE SUBMITTER CONTENT (AND ALL PARTS OF IT) OR ANY RELATED MATERIAL ARE WHOLLY ORIGINAL WITH YOU, THAT NO ONE ELSE HAS ANY RIGHTS IN THE SUBMITTER CONTENT OR ANY RELATED MATERIAL AND THAT CANADA.COM IS FREE TO IMPLEMENT, PUBLISH, DISTRIBUTE, REPRODUCE, COMMUNICATE (AND AUTHORIZE THE COMMUNICATION OF), TRANSMIT, MODIFY AND OTHERWISE EXPLOIT THE SUBMITTER CONTENT (INCLUDING ANY IDEA AND/OR SUGGESTION) AND TO USE THE RELATED MATERIAL IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY CANADA.COM, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY.
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6. Forums and Chat Rooms
When participating in a forum or chat room, never assume that people are who they say they are, know what they say they know, or are affiliated with whom they say they are affiliated. canada.com cannot be responsible for the content or accuracy of any information, and will not be responsible for any reliance or decisions made based on such information. When using a forum or chat room, you may not post, transmit, link to, or otherwise distribute any information, materials or content that does not generally pertain to the designated topic or theme of the particular forum or chat room. Use of a forum or chat room for commercial purposes of any kind is strictly prohibited. Please note that canada.com reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, or in violation of these Terms and Conditions. Use of and/or participation in connection with any forum, chat room or message board shall indicate your acceptance of the Terms and Conditions.
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7. Responsibility for Minors
In cases where you have authorized a minor to use a canada.com Site or any of the Services, you recognize that you are fully responsible for: (i) the online conduct of such minor; (ii) controlling the minor's access to and use of a canada.com Site or any of the Services; and (iii) the consequences of any misuse by the minor. You acknowledge that some of the areas of a canada.com Site may contain Content that is inappropriate for minors. You acknowledge that canada.com has no obligation to monitor the Services or any Content accessible through the canada.com Sites.
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8. Restrictions on Re-use, Re-sale of Services
All Content available on a canada.com Site, including the manner in which such Content is presented, and the Services are: Copyright 2010 Postmedia Network Inc., its affiliates, related companies, unaffiliated partners and/or licensors. All rights reserved. Such Content is protected by Canadian and worldwide copyright laws and treaty provisions. canada.com grants you a limited non-exclusive, non-transferable license to use and display on your computer or other electronic access device, the Content and Services for your own personal and non-commercial use only, provided that you do not modify the Content and that you maintain all copyright and other proprietary notices. Except as provided herein, you agree not to reproduce, make derivative works of, retransmit, distribute, sell, publish, communicate, broadcast or otherwise make available any of the Content obtained through a canada.com Site or any of the Services, including without limitation, by caching, framing, deep-linking or similar means, without the prior written consent of the respective copyright owner of such Content. Your entry or participation in any contest, sweepstakes, promotion or other similar offering on any canada.com Site (each, a "Contest") shall also be subject to and governed by the specific rules and regulations in respect of that Contest.
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9. Commercial Use
No bulletin board, forum, chat room or other areas of the canada.com Sites may be used by you for any commercial purposes such as to conduct sales of goods and services of any kind. You must obtain our prior written consent to make commercial offers of any kind, whether by advertising, solicitations, links, or any other form of communication. Without limiting the foregoing, you may not resell or link to other sites for any commercial purpose whatsoever. We reserve the right to investigate and take appropriate legal action against anyone who violates this provision, including without limitation, removing the offending communication from the canada.com Sites and barring such violators from use of the canada.com Sites. We reserve the right to block access to canada.com Sites by any user known or reasonably believed to be utilizing automated means to process commercial uses (including sale of goods and services).
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10. Access and Interference
You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the Content contained thereon or for any other unauthorized purpose without our prior express written permission. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. You agree that you will not access, reload or "refresh" pages contained on canada.com Sites, or make any other request to transactional servers, more than once during any three second interval.
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11. Downloads
Certain Services may allow you to download software applications or other forms of Content, including files, images and/or data incorporated therein (collectively, the "Software"). The Software is made available to you by canada.com or third parties subject to these Terms and Conditions and the terms and conditions made available to you during the software installation process. You agree that the Software is licensed to you by canada.com or third parties for your personal and non-commercial use only provided that you do not modify the Software and that you maintain all copyright and other proprietary notices and that canada.com or the designated third parties retain full and complete title to the Software and all intellectual property rights therein. You may not redistribute, sell, de-compile, reverse engineer, disassemble, or otherwise reduce the Software to a human-readable form. You agree that it is your responsibility to review and evaluate the Software and the related terms and conditions, and that all risk associated with the use of, or reliance on, the Software rests with you. You further agree that canada.com, including its suppliers, shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, the Software, including the failure of the Software to meet your needs, standards, expectations or specifications. canada.com Sites and/or Services and software derived from canada.com Sites and/or Services may be further subject to certain Canadian and United States export controls. No software from any canada.com Site or Service may be downloaded or otherwise exported or re-exported into (or to a national or resident of) any country prohibited by such export controls or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the canada.com Sites, Services or any software derived there from, you acknowledge that it is your responsibility to determine the applicability of and the compliance with, any export controls and you hereby represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list referred to above in respect of any applicable export control.
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12. Indemnity
You agree to defend, indemnify and hold harmless each of canada.com, its affiliates and licensors and each of their respective officers, directors, employees and agents, including all third parties mentioned on a canada.com Site, from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, resulting from or related to: (a) your breach of any of these Terms and Conditions (including any Terms and Conditions incorporated by reference) or your Paid Services Agreement; (b) your access to or use of a canada.com Site, Services or Content; or (c) your use or reliance on, or publication, communication or distribution of anything on or from a canada.com Site or through any of the Services. You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
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13. General Practices Regarding Use and Storage
You acknowledge that canada.com may establish general practices and limits concerning use of the Services, including without limitation the maximum number of days that Submitter Content will be retained by a canada.com Site, the maximum disk space that will be allotted on canada.com's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the canada.com Sites or the Services in a given period of time. You agree that canada.com has no responsibility or liability for the deletion or failure to store any messages and other communications or other Submitter Content maintained or transmitted on or by a canada.com Site or Service. You further acknowledge that, in relation to free services, canada.com reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
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14. Modifications to Service (Other than Paid Services)
For users of the canada.com Sites and/or any Services, other than Paid Services, canada.com reserves the right, in its sole discretion, at any time and from time to time to modify these Terms and Conditions and discontinue, temporarily or permanently, any canada.com Sites or Services (or any part of such canada.com Sites or Services) with or without notice. You agree that any modification or discontinuance of any canada.com Sites or Services may be effected without prior notice, and acknowledge and agree that in connection with any such modification or discontinuance, canada.com may immediately deactivate or delete your account and all related information and files in your account (including any registration data). You further agree that canada.com shall not be liable to you or to any other person as a result of any such modification or discontinuance for any reason whatsoever. Your continued use of a canada.com Site or Service will mean that you accept those changes. For users of Paid Services, modifications of your Services and these Terms and Conditions are governed by your Paid Services Agreement, including all relevant provisions of these Terms and Conditions.
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15.Termination
You agree that canada.com, in its sole discretion, may suspend or terminate your password, account (or any part thereof) or use of the canada.com Sites or Services, and remove and discard any Submitter Content within the Service at its convenience, or for any reason, including, without limitation, for lack of use or if canada.com believes that you have violated or acted inconsistently with the letter or spirit of the Terms and Conditions. canada.com may also in its sole discretion and at any time discontinue providing the canada.com Sites or Services, or any parts of the canada.com Sites or Services, including Paid Services, with or without notice. You agree that any suspension and/or termination of your access to the canada.com Sites or Services may be effected without prior notice, and acknowledge and agree that canada.com may immediately deactivate or delete your account and all related information and files in your account (including any Registration Data) and/or bar any further access to such files or the Services. You further agree that canada.com shall not be liable to you or to any other person as a result of any such suspension or termination. If you are dissatisfied with a canada.com Site or any of the Services or with any terms, conditions, rules, policies, guidelines, or practices of canada.com in operating a canada.com Site or any of the Services, your sole and exclusive remedy is to discontinue using the canada.com Site or Services in question.
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16. Content Linked to a canada.com Site
Please exercise discretion while browsing the Internet. Please note that certain links on the canada.com Sites may take you to other websites. canada.com provides these links only as a convenience and not as an endorsement by canada.com. These linked sites are not necessarily under the control of canada.com. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements. Furthermore, you acknowledge and confirm that you are responsible for viewing and abiding by the terms of use and privacy policies posted at these third party linked sites. canada.com is not responsible for the content of any such linked sites or any other web page which is not part of a canada.com Site and under canada.com's control. Unless otherwise expressly provided, canada.com makes no representation or warranty regarding, and does not endorse, any linked site or the information, products or services appearing thereon. Accordingly, you agree that canada.com will not be responsible or liable in any way for the accuracy, relevancy, copyright compliance, legality, or decency of material contained in any site linked from a canada.com Site or the use of any personal information that you provide to such linked site by the operator(s) of such linked site.
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17. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(a) YOUR USE OF ANY CANADA.COM SITE OR SERVICE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CANADA.COM SITES OR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CANADA.COM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. (b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CANADA.COM MAKES NO WARRANTY THAT (i) THE CANADA.COM SITES OR SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE CANADA.COM SITES OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CANADA.COM SITES OR SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE CANADA.COM SITES OR SERVICES WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. (c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF CANADA.COM SITES OR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. (d) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CANADA.COM, A CANADA.COM SITE OR THROUGH OR FROM ANY SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS AND CONDITIONS.
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18. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT CANADA.COM SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CANADA.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE CANADA.COM SITES OR SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE CANADA.COM SITES OR SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE CANADA.COM SITES OR SERVICES; OR (v) ANY OTHER MATTER RELATING TO THE CANADA.COM SITES OR SERVICES. YOU EXPRESSLY ACKNOWLEDGE THAT CANADA.COM HAS ENTERED INTO THIS AGREEMENT, AND HAS AND WILL MAKE THE CANADA.COM SITES, SERVICES AND CONTENT AVAILABLE TO YOU IN RELIANCE UPON THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH IN THESE TERMS AND CONDITIONS, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND CANADA.COM. YOU EXPRESSLY AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH IN THESE TERMS AND CONDITIONS WILL SURVIVE, AND CONTINUE TO APPLY IN THE CASE OF, FUNDAMENTAL BREACH OR BREACHES, THE FAILURE OF ESSENTIAL PURPOSE OF CONTRACT, THE FAILURE OF ANY EXCLUSIVE REMEDY OR TERMINATION OF THIS AGREEMENT.
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19. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 17 AND 18 MAY NOT APPLY TO YOU.
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20. Professional Information Disclaimer
The canada.com Sites may make available certain information provided by third parties related to various professional fields such as, without limitation, medicine and other health and fitness related matters, law, accounting and financial planning and investments (the "Professional Information"). The Professional Information is provided for educational and entertainment purposes only and should not be interpreted as a recommendation for a specific treatment plan, product or course of action. Use of a canada.com Site does not replace consultations with a qualified medical, legal, financial or other relevant professional. In addition, while the Professional Information is frequently updated, this information changes rapidly and therefore, some of the Professional Information may be out of date. You agree that all risk associated with the use of, or reliance on, any of the Professional Information rests with you. You further agree that canada.com, including its suppliers, shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, any such Professional Information.
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21. Medical/Health Information Disclaimer
The Professional Information may contain health-related and medical-related information (including any facts, views, opinions, recommendations, descriptions of, or references to, products, services and medications). Such health-related and medical-related information made available by canada.com, through a canada.com Site or any of the Services is: (a) for informational purposes only; (b) not to be used or construed as a substitute for professional medical advice, diagnosis, or treatment; (c) not intended as a recommendation or endorsement of any specific tests, products, procedures, opinions or any other information. Reliance on any health-related or medical-related Professional Information on, or accessible through, the canada.com Sites or Services is solely at your own risk. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON ANY CANADA.COM SITE.
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22. Financial Information Disclaimer
The Professional Information may contain financial information (including any facts, views, opinions, recommendations, descriptions of, or references to, products or securities). Such financial information made available by canada.com, through a canada.com Site or any of the Services is: (a) for informational purposes only; (b) not to be used or construed as an offer to sell, a solicitation of an offer to buy, or an endorsement, recommendation, or sponsorship of any entity or security by canada.com; and (c) not necessarily reflective of the views or policy of canada.com, including the publisher, contributors and staff of, and advertisers on, a canada.com Site. You acknowledge and agree that any request for information by you is unsolicited and shall neither constitute nor be construed as investment advice by canada.com. You should apply your own judgment in making any use of any financial information, including, without limitation, the use of any information contained therein as the basis for any conclusions. You bear responsibility for your own investment research and decisions. PRIOR TO MAKING ANY INVESTMENT DECISION, IT IS STRONGLY RECOMMENDED THAT YOU SEEK OUTSIDE ADVICE FROM A QUALIFIED INVESTMENT ADVISOR. CANADA.COM DOES NOT PROVIDE OR GUARANTEE ANY FINANCIAL, LEGAL, TAX, OR ACCOUNTING ADVICE OR ADVICE REGARDING THE SUITABILITY, PROFITABILITY, OR POTENTIAL VALUE OF ANY PARTICULAR INVESTMENT, SECURITY, OR INFORMATION SOURCE. You acknowledge that canada.com may invest or otherwise hold interests in entities which may be referenced in any of the Services or Content accessible through a canada.com Site. The views and opinions expressed on a canada.com Site are not intended to constitute a description of securities bought, sold, or held on behalf of canada.com nor an indication by canada.com of any intention to buy, sell, or hold any security.
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23. Search Content Disclaimer
Any and all pictures, sounds, sound effects, sound recordings, musical works, performances, graphics, video, cinematic productions, audio-visual works, search results, listings (paid or free) and/or the arrangement thereof and any other works (the "Multimedia Content") located through any canada.com Site's search services are protected by copyright and/or other intellectual property laws. canada.com does not have the right to authorize you to reproduce, distribute, publicly display, publicly perform, communicate or create derivative works from any files containing such Multimedia Content. Where search results link to sites outside a canada.com Site, all of the Multimedia Content contained on such sites is owned and served by entities other than canada.com. canada.com provides you with the URL or address of the Multimedia Content; this information may be used to determine the server of the Multimedia Content. If you intend to make use of any Multimedia Content accessed through a canada.com Site's search services for commercial or noncommercial purposes, we strongly suggest that you contact the server and/or owner of the Multimedia Content for permission to use such Multimedia Content.
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24. Third Party Dealings & Online Sales Disclaimer
You acknowledge that some of the services accessible on the canada.com Site are provided by third parties, including but not limited to health newsletters and surveys. You acknowledge that in dealings with third parties, canada.com is not the seller or provider and your agreement of purchase or for services with such third party is between you and the third party, and not canada.com. canada.com assumes no responsibility whatsoever for any charges you, or any user of any account you establish through the canada.com Site, incurs when making purchases or other transactions in this manner. The responsibility for ensuring compliance with all applicable laws in connection with any such transactions shall be yours and/or the third party's alone. You agree that canada.com shall not be responsible or liable in any way for any loss or damage of any kind incurred as a result of, or in connection with, any such dealings or transactions. You acknowledge and agree that your correspondence or business dealings with any third parties, including any merchants or advertisers, found on, or through, a canada.com Site or any of the Services, including payment for and delivery of related goods and services, and all other terms, conditions, representations and warranties related to such dealings, are solely as between you and such third parties.
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25. Trademarks
CANADA.COM, Bubbles Design, WHERE PERSPECTIVES CONNECT, the newspaper mastheads and other newspaper trademarks and design marks, broadcasting service-related trademarks and design marks, service names and associated designs are trademarks and registered trademarks of Postmedia Network Inc., National Post Inc., Postmedia Network Canada Corp. and/or their affiliates or related companies (collectively, the "Postmedia Marks"). All other product, brand and company names and logos used or mentioned on a canada.com Site or any of the Services may be the trademarks or registered trademarks of their respective owners. Any use of any trademarks appearing on a canada.com Site or any of the Services without the express written consent of the owner of the trademark is strictly prohibited.
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26. Governing Law/Jurisdictional Issues
Except for third party sites and services independently operated and accessed through canada.com Sites, all other canada.com Sites and Services are controlled, operated and administered by canada.com from its offices within Canada. canada.com makes no representation or warranty that a canada.com Site or any of the Services are appropriate or available for use at any locations outside Canada. If you access a canada.com Site from outside Canada, you are responsible for compliance with all applicable laws. You may not export any of the Content accessible through a canada.com Site in violation of applicable export laws and regulations. These Terms and Conditions shall be interpreted, construed and governed by the laws in force in the Province of Ontario, and the federal laws of Canada applicable therein, without reference to its conflict of laws principles. Subject to the Arbitration and Actions paragraph below, each party hereby agrees to submit to the jurisdiction of the courts of the Province of Ontario and the Federal Courts situate therein, and to waive any objections based upon venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms and Conditions.
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27. Arbitration and Actions
Except where prohibited by applicable law, any controversy, claim or dispute arising out of or relating to these Terms and Conditions, your use of any canada.com Site or Service (including Paid Services) or the relationship which results from these Terms and Conditions, including without limitation, the performance, breach, enforcement, existence or validity of the matters provided for in these Terms and Conditions which cannot be amicably resolved, even if only one of the parties declares that there is a difference (collectively, a "Claim"), will be referred to and finally settled (to the exclusion of the courts) by private and confidential binding arbitration before a single arbitrator held in Toronto, Ontario in English and governed by Ontario law pursuant to the Arbitration Act 1991, (Ontario), as amended, replaced or re-enacted from time to time. The arbitrator shall be a person who is legally trained and who has experience in the information technology field in Canada and is independent of either party. Any such Claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim, controversy or dispute of any other party. Except where prohibited by applicable law, you agree to waive any right you may have to commence or participate in any class action against us related to any Claim and, where applicable, you also agree to opt out of any class proceedings against us. Notwithstanding the foregoing, we reserve the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through the courts.
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28. Miscellaneous
These Terms and Conditions and, where applicable, the specific terms of a Paid Services Agreement, constitute the entire agreement between canada.com and you pertaining to your use of the canada.com Sites and Services and, except as specifically set forth herein, supersede any prior agreements between you and canada.com relating to the canada.com Sites and Services. canada.com may assign these Terms and Conditions, in whole or in part, at any time. canada.com's failure to insist upon or enforce strict performance of any right or provision of the Terms and Conditions shall not constitute or be construed as a waiver of any right or provision. If any of the provisions (or parts thereof) contained in the Terms and Conditions are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions (or parts thereof) contained herein. The parties have required that the Terms and Conditions and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents que s`y rattachent soient rédigés en anglais (Version française). In the event of a conflict between the English and French version of these terms, the English version shall prevail.
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SCHEDULE "A"
MUSIC SUBMISSION LICENCE, RELEASE AND WAIVER
This licence, release and waiver allows us to expose your music to new listeners for your benefit by streaming your music on canada.com Sites and Services (where permitted by canada.com), and broadcasting it in certain other media outlets, as well permitting us to gain further exposure for your music by printing your lyrics in our newspapers and other print publications. Please note that we cannot expose your music to new listeners if you do not own all rights to the music composition (for instance, publishing rights), the actual performance of the music that you plan to upload to us (including, for instance, the performances of anyone else included in the music) or if you have already assigned any rights to a collection society such as SOCAN. Please also note that not all of the canada.com Sites or Services permit or provide for uploading of your music. If you decide at any time that you no longer want us to use your Music pursuant to this license, simply send us a written request to the Attention of: Rights Manager - Postmedia Digital at 1450 Don Mills Road, Toronto, ON, M3B 2X7.
WE WILL NOT MAKE YOUR MUSIC AVAILABLE FOR DOWNLOAD. YOUR MUSIC WILL BE STREAMED ON CANADA.COM SITES ONLY AND MAY OTHERWISE BE BROADCAST ON OTHER SECURE MEDIA DESCRIBED BELOW.
The purpose of this upload, streaming, and broadcast tool is to allow you to expose your music to new listeners for your benefit. For this benefit, along with other valuable consideration that you acknowledge, you agree with canada.com as follows:
1. You grant to canada.com, a non-exclusive and royalty-free right and license, (but not the obligation), in perpetuity throughout the world, to use, reproduce, store, transmit, communicate (and authorize the communication of, including public internet streaming and broadcast use) the musical composition and actual performance of the musical composition (whether contained in a master recording or otherwise)(including any and all performances contained in the actual recording) in whole or in part (collectively, your "Music"), or any part thereof, on (i) any canada.com Site now existing or to be created (including, without limitation, internet web pages located at the domain name canada.com or its successor websites) and however configured for any electronic distribution platform or device whether fixed or mobile (whether now known or to be devised and including, without limitation, phones, personal digital assistant, pagers and other wireless enabled devices and applications) and (ii) each and every conventional and/or satellite radio station owned, operated or controlled by canada.com or its affiliates (each a "Licensed Station"). You irrevocably waive, in canada.com's favour any and all so-called "moral rights" in connection with your Music. You grant these rights and this waiver to canada.com free of charge.
2. You grant canada.com a non-exclusive and royalty free right and license (but not the obligation), in perpetuity throughout the world to mechanically reproduce your Music, in whole or in part, for the sole purpose of the exercise of its rights described in Paragraph 1 above. You grant these rights to canada.com free of charge.
3. You also grant to canada.com an irrevocable non-exclusive and royalty-free right and license (but not the obligation), in perpetuity throughout the world, to use, reproduce, publish, display, and distribute any and all lyrics contained in the Music (the "Lyrics"), or any part thereof, in each and every print publication (whether periodical or not) owned, operated, controlled, published or co-published, or commissioned by canada.com and/or its affiliates (each a "Licensed Publication"). You grant these rights to canada.com free of charge.
4. You represent and warrant that:
(a) you own or control 100% of the rights in and to your Music and the Lyrics. The rights granted to canada.com in this license, the Music and the Lyrics and each and every one of its and their component elements are, wholly original with you and not copied in whole or in part from any other work;
(b) you have the right to grant to canada.com the rights granted to us in this license. No further permissions, consents or payments are required from or to, any third party in connection with the use by canada.com of the rights granted hereunder, there is (and will not be) any agreement with a third party that may in any way interfere with canada.com's rights under this license, and such rights are and shall be free and clear of any and all claims, rights and obligations whatsoever;
(c) this license, the Music and the Lyrics shall not be subject to the jurisdiction of the American Federation of Musicians or other similar guild or organization in any jurisdiction and no additional payment, royalties, or consent of any party are required in connection with canada.com's exercise of the rights granted in this license (including, without limitation, any payments in respect of neighbouring rights). Without limiting what you have represented to above, you have not previously assigned any or all of the so-called "small" performing rights in and to the Music to any performing rights society, and have not previously assigned any or all of the so called "publishing rights" in and to the Music to any publishing company, record company or other person or entity whatsoever; and
(d) you are a resident of Canada.
5. canada.com is the sole owner of all rights (including copyright) in the canada.com Sites, Licensed Stations and Licensed Publications and in this capacity shall have the right to use the Music and the Lyrics in any manner in its sole discretion within the terms of this license, including, but not limited to the right to edit your Music to accommodate broadcast and broadcast distribution requirements. However, unless we have your prior consent, we will not use your Music in conjunction with any other material to create a new derivative work.
6. You expressly and irrevocably release and forever discharge canada.com, its parent, subsidiary, affiliated and associated companies, and their directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns of and from any and all actions, causes of action, suits, proceedings, liability, debts, judgments, claims and demands whatsoever in law or equity which Submitter ever had, now have, or hereafter can, shall or may have, for or by reason of, or arising directly or indirectly out of, canada.com's exercise of its rights in this license, release and waiver
7. You hereby agree to indemnify and hold harmless canada.com, its partners, co-producers, financiers and distributors, their parent, affiliated and related companies, and all of their respective individual shareholders, directors, officers, employees, licensees and assigns from and against any claims, actions, losses and expenses (including legal expenses) occasioned by any breach of your representations and warranties or any other provision of this license, release and waiver.
8. You shall not have any right to terminate the permissions granted herein, nor to seek, obtain, or enforce any injunctive or other equitable relief against canada.com, all of which such rights are hereby expressly and irrevocably waived by you in favour of canada.com.
9. You acknowledge having obtained independent legal advice in connection with this license, release and waiver, failing which, you shall be deemed to have voluntarily waived the right to seek such independent legal advice.
10. Except to the extent that they conflict with the license, release and waiver terms of the upload of your Music, Photos or Submitter Content, the general Terms and Conditions for use of the canada.com Sites are also applicable to your upload of Music and such Terms and Conditions are incorporated into this license. If those general canada.com Terms and Conditions conflict with the terms and conditions of this license, release and waiver, this license, release and waiver will govern. Except as otherwise defined in this license, any capitalized terms shall have the meanings given to such terms in the general Terms and Conditions.
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SCHEDULE "B"
PHOTO SUBMISSION LICENCE, RELEASE AND WAIVER
Please note that we cannot publish your photographic materials or images ("Photos") if you do not own all rights in them, and have permission from those who may appear in your Photos to publish the Photos. Please also note that not all of the canada.com Sites or Services permit or provide for uploading of your Photos. If you decide at any time that you no longer want us to use your Photos pursuant to this license, simply send us a written request to the Attention of: Rights Manager - Postmedia Digital at 1450 Don Mills Road, Toronto, ON, M3B 2X7.
In consideration of canada.com's agreement to allow you to post, e-mail, transmit, upload or otherwise submit any Photo to the canada.com Sites or Services and, possibly, to review, and potentially publish any such materials submitted to canada.com by you, and for other valuable consideration the receipt and sufficiency of which are hereby expressly and irrevocably acknowledged, you agree with canada.com as follows.
1. You grant to canada.com, a non-exclusive and royalty-free right and license, (but not the obligation), in perpetuity throughout the world, to use, reproduce, store, transmit, communicate the Photo in whole or in part, or any part thereof, (i) on any canada.com Site now existing or to be created (including, without limitation, internet web pages located at the domain name canada.com or its successor websites) and however configured for any electronic distribution platform or device whether fixed or mobile (whether now known or to be devised and including, without limitation, phones, personal digital assistant, pagers and other wireless enabled devices and applications); and (ii) in any newspaper (including but not limited to print and Digital Editions of such newspapers) owned or operated by Postmedia Network Inc., National Post Inc., and/or its affiliates, related companies, unaffiliated partners and/or licensees, successors or assigns, for the purpose of promoting your Photo and its submission to the canada.com Sites. You irrevocably waive, in canada.com's favour any and all so-called "moral rights" in connection with your Photo. You grant these rights and this waiver to canada.com free of charge.
2. You represent and warrant that:
(a) you own or control all of the rights in and to your Photo. The rights granted to canada.com in this license, the Photo and every one of its component elements are, wholly original with you and not copied in whole or in part from any other work, and/or you have obtained all necessary rights or licences in order to authorize use of your Photo for the above purposes;
(b) you have the right to grant to canada.com the rights granted to us in this license. No further permissions, consents or payments are required from or to, any third party in connection with the use by canada.com of the rights granted hereunder, there is (and will not be) any agreement with a third party that may in any way interfere with canada.com's rights under this license, and such rights are and shall be free and clear of any and all claims, rights and obligations whatsoever;
(c) this license, and the Photo shall not be subject to the jurisdiction of any guild, organization, corporation or collective in any jurisdiction and no additional payment, royalties, or consent of any party are required in connection with canada.com's exercise of the rights granted in this license. Without limiting what you have represented to above, you have not previously assigned any or all of the rights in and to the Photo to any guild, organization, corporation or collective or other person or entity whatsoever; and
(d) you are a resident of Canada.
3. canada.com is the sole owner of all rights (including copyright) in the canada.com Sites and in this capacity shall have the right to use the Photo in any manner in its sole discretion within the terms of this license, including, but not limited to the right to edit your Photo to accommodate publication requirements; and to add to, delete from, edit, alter and otherwise combine the content with any other content in any manner and in any media whatsoever.
4. You expressly and irrevocably release and forever discharge canada.com, its parent, subsidiary, affiliated and associated companies, and their directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns of and from any and all actions, causes of action, suits, proceedings, liability, debts, judgments, claims and demands whatsoever in law or equity which you ever had, now have, or hereafter can, shall or may have, for or by reason of, or arising directly or indirectly out of, canada.com's exercise of its rights in this license, release and waiver.
5. You hereby agree to indemnify and hold harmless canada.com, its partners, their parent, affiliated and related companies, and all of their respective individual shareholders, directors, officers, employees, licensees and assigns from and against any claims, actions, losses and expenses (including legal expenses) occasioned by any breach of your representations and warranties or any other provision of this license, release and waiver.
6. You shall not have any right to terminate the permissions granted herein, nor to seek, obtain, or enforce any injunctive or other equitable relief against canada.com, all of which such rights are hereby expressly and irrevocably waived by you in favour of canada.com.
7. You acknowledge having obtained independent legal advice in connection with this license, release and waiver, failing which, you shall be deemed to have voluntarily waived the right to seek such independent legal advice.
8. Certain portions of the canada.com Site may run specific Photo submission campaigns, promotions or contests which envision reproduction of your photos in other publications or media. Certain portions of the canada.com Site may also provide services to which you may upload your Photos for private viewing only (including but not limited to access by password and/or secure link only). In addition to the general Terms and Conditions for canada.com Sites (including the Licence, Release and Waiver terms for Music, Photos and Submitter Content incorporated therein), any specific terms and conditions of those services, campaigns, promotions or contests shall apply to those Photo submissions and are incorporated into this licence. To the extent that there is conflict between the provisions of those specific terms, this licence and the general Terms and Conditions for canada.com Sites, the provisions of the specific terms and conditions of those Photo services, campaigns, promotions or contests shall apply. Except as otherwise defined in this license or in any specific terms and conditions of a Photo submission opportunity, any capitalized terms shall have the meanings given to such terms in the general Terms and Conditions.
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SCHEDULE "C"
SUBMITTER CONTENT SUBMISSION LICENCE, RELEASE AND WAIVER
In consideration of canada.com's agreement to allow you to post, e-mail, transmit, upload or otherwise submit any Submitter Content materials to the canada.com Sites or Services and, possibly, to review, and potentially publish any such materials submitted to canada.com by you, and for other valuable consideration the receipt and sufficiency of which are hereby expressly and irrevocably acknowledged, you agree with canada.com as follows.
1. You acknowledge that:
(a) by posting, e-mailing, transmitting, uploading or otherwise submitting any Submitter Content to any canada.com Sites or Services, you hereby irrevocably grant and assign to canada.com the unlimited right and licence, for the full term of copyright or any extension thereof, to copy, adapt, transmit, communicate, public display and perform, distribute and create compilations and derivative works from such Submitter Content, and to publish, reproduce and otherwise use and exploit the Submitter Content in any manner and in any and all media, whether now known or hereafter devised, throughout the world, without further compensation. canada.com shall be entitled to edit the Submitter Content, and you hereby waive in favour of canada.com and its assigns, all "moral rights" in and to the Submitter Content. Nothing herein shall obligate canada.com to use or publish the Submitter Content in any manner. The rights granted hereunder may be freely assigned or sub-licensed by canada.com to any third party.
(b) canada.com receives numerous submissions of ideas, stories and other materials from other sources and, in addition, canada.com creates, and/or commissions others to create on canada.com's behalf, such materials (collectively the "canada.com Materials"). The subject matter and substance and/or other elements (collectively the "Elements") contained in the canada.com Materials may be similar to those contained in the Submitter Content submitted by you. You expressly and irrevocably understand, acknowledge and agree that canada.com is accepting the Submitter Content at your request, which request was and is deemed to have been made by you after having been advised by canada.com that there are or may be pre-existing canada.com Materials which may have one or more Elements similar, or substantially similar, to those found in the Submitter Content;
(c) canada.com shall be entitled to use the Submitter Content you submit to canada.com without compensation or obligation to you; and
(d) There is no relationship of any type created, including without limitation any agency, or fiduciary relationship, as between you and canada.com, by virtue of the submission by you of the Submitter Content to canada.com hereunder.
2. You hereby expressly and irrevocably release and forever discharge canada.com, its parent, subsidiary, affiliated and associated companies, and their directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns of and from any and all actions, causes of action, suits, proceedings, liability, debts, judgments, claims and demands whatsoever in law or equity which you ever had, now have, or hereafter can, shall or may have, for or by reason of, or arising directly or indirectly out of, canada.com's use of the Submitter Content.
3. You represent and warrant that:
(a) the Submitter Content you submit, and each and every of its component elements, are wholly original with you and not copied in whole or part from any other work;
(b) you have the full and complete right to grant the permissions given hereunder to canada.com, and that no further permissions are required from, nor payments required to be made to any third party in connection with the use by canada.com of the Submitter Content as contemplated herein; and
(c) the Submitter Content does not defame any person and does not infringe upon the copyright, moral rights, publicity rights, privacy rights or any other right of any person, or company, or violate any law or judicial or governmental order.
4. You hereby agree to indemnify and hold harmless canada.com, its partners, co-producers, financiers and distributors, their parent, affiliated and related companies, and all of their respective individual shareholders, directors, officers, employees, licensees and assigns from and against any claims, actions, losses and expenses (including legal expenses) occasioned by any breach of your representations and warranties or any other provision of this license, release and waiver.
5. You shall not have any right to terminate the permissions granted herein, nor to seek, obtain, or enforce any injunctive or other equitable relief against canada.com, all of which such rights are hereby expressly and irrevocably waived by you in favour of canada.com.
6. You acknowledge having obtained independent legal advice in connection with this license, release and waiver, failing which, you shall be deemed to have voluntarily waived the right to seek such independent legal advice.
7. Except to the extent that they conflict with the license, release and waiver terms of the upload of your Music, Photos, and/or Submitter Content, the general Terms and Conditions for use of the canada.com Sites are also applicable to your submission of Submitter Content and such Terms and Conditions are incorporated into this license. If those general canada.com Terms and Conditions conflict with the terms and conditions of this license, release and waiver, this license, release and waiver will govern. Except as otherwise defined in this license, any capitalized terms shall have the meanings given to such terms in the general Terms and Conditions.