Please read these Terms and Conditions of Use (the "Agreement") carefully before using the Site. By using the Site, you agree to comply with the Agreement. If you do not agree to comply with the Agreement, you may not use the Site. ActiveMind Media Incorporated (“ActiveMind Media”) and its affiliates (collectively, “we”, “us”) reserve the right, at our sole discretion, to modify the Agreement at any time, and such modifications shall be effective immediately upon posting of the modified version on the Site. You agree to review the Agreement periodically to be aware of such modifications, and your continued use of the Site shall be deemed your conclusive acceptance of the modified Agreement.
1. Proprietary Nature of Site, Database and Content
The Site; all articles, text, information, reports, images, audio, video and other elements or material posted on the Site (“Content”); the Database; all data contained in the Database (the “Data”); all Documentation; and all downloadable Database search results (all of the foregoing are collectively referred to herein as the “Proprietary Materials”), are protected by copyright, trade-mark, database rights, and other intellectual property and proprietary rights laws, and are owned and/or controlled by ActiveMind Media and/or its affiliates, licensors and related companies. All Proprietary Materials remain the valuable intellectual property of their owner(s), and are made available by to you solely for the purposes expressly authorized hereunder, and subject to the terms hereof. You agree to abide by all copyright and other intellectual property notices, information and restrictions contained in or displayed with any Proprietary Materials.
2. Prohibited Use of the Database, the Site and Other Proprietary Materials
Your use of the Site, Database and other Proprietary Material must comply with this Agreement, all applicable laws and all applicable ActiveMind Media policies. You agree that you will not, directly or indirectly:
3. No Rights Granted in Trade-Marks or Proprietary Material
Nothing contained in this Agreement or on the Site should be considered as granting you, expressly, by implication, estoppel, or otherwise, any license or right to use any trade-marks, logos, or other names, including, but not limited to, those identifying ActiveMind Media and/or its affiliates, licensors, partners and related companies, or their respective products and services displayed on the Site, without the expressed written consent of the applicable rights holder. You do not acquire any ownership rights in any Proprietary Materials, nor are you granted any commercial, sale, resale, reproduction, licensing or sub-licensing, distribution, publishing, broadcast, transmission, performance or promotional use rights with respect to any Proprietary Materials.
4. Changes & Upgrades
We reserve the right to alter, modify, or change the Site, the Database, the Documentation, and any other Proprietary Materials at any time in our sole discretion. Such changes may result in you being unable to access the Site or the Database. We may have to suspend access to the Site or Database from time to time to carry out maintenance and to make upgrades.
5. Uploaded Content
With respect to Content that you upload, post, transmit, distribute or otherwise disseminate or make available on or through the Site (your “Contributions”), you irrevocably grant us the world-wide, perpetual, royalty-free, non-exclusive, sub-licensable and transferable right and license (without obligation) to use, distribute, reproduce, encode, modify, adapt, edit, display, exhibit, publish, translate, publicly perform, communicate, publicly display your Contributions, and to incorporate them into other works, in any format and through any media channel, whether now known or hereafter invented, including, without limitation, by way of the Site. Subject to the rights expressly granted to us, you retain ownership of the copyright in your Contributions.
6. Prohibited Content
You will not upload, post, transmit, distribute, or otherwise disseminate or make available on or through the Site any content that:
Third Party Clearances. You represent and warrant that you own or have secured all necessary licenses, rights, consents and permissions to use, and to authorize us to use, any trade-marks, copyrighted material or other intellectual property and/or proprietary material contained in your Contributions, and that you have the written consent, release and/or permission of every identifiable individual person appearing or referenced in your Contributions to use his/her name and/or likeness.
Removal of Content. ActiveMind Media has no obligation to, and does not and cannot, monitor or review every item of Content that you and other users make available through the Site, and ActiveMind Media is not responsible for any of this Content. However, ActiveMind Media reserves the right to investigate, monitor, delete and/or refuse to transmit, move, remove, edit or refuse to post any material or information, in whole or in part, without notice to you, that it deems in its absolute discretion, unacceptable, undesirable or in violation of any law or this Agreement.
7. Third Party Content
7.1 Third Party Content. You acknowledge that, despite the prohibitions above, Content posted on the Site by other end users, may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services and links to other web sites. We do not have control over Content provided by third parties, and assume no responsibility or liability for it. Content you access or transmit using the Site is accessed and transmitted at your own risk.
7.2 Third Party Web Sites. Web sites accessed via links or other means from the Site have, unless otherwise indicated, been independently developed by third parties. The inclusion of any Content or links on the Site should not be construed as an express nor an implied endorsement of any third party products or services by us. We are not responsible for the Content or opinions expressed on any linked web sites, and you agree that your access of any such sites is at your own risk.
We may discontinue, or terminate your access to, the Site and/or the Database, at any time in the event that you fail to comply with the terms set forth herein. Our discontinuance of the Site or any portion of the Site may result in the removal or deletion of Content made available by you. You are responsible for maintaining any required backup copies of such Content. ActiveMind Media will not be liable to you with respect to its deletion of any Content. Upon receipt by you of written notice of termination form the Licensor or termination by you, you shall immediately cease using the Database and return any Documentation in your possession to ActiveMind Media. The provisions of clauses 4 through 7 and 10 through 20 shall survive termination of this Agreement.
9. Disclaimer of Warranties & Limitation of Liability
THE SITE, THE DATABASE AND ALL OTHER PROPRIETARY MATERIALS ARE PROVIDED ON AN "AS IS" BASIS. ACTIVEMIND MEDIA, ITS AFFILIATES, PARTNERS LICENSORS AND RELATED COMPANIES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS AND AGENTS EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY AND ALL REPRESENTATIONS AND WARRANTIES OF TITLE AND NON-INFRINGEMENT, AND ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE, SUITABILITY FOR ANY PARTICULAR PURPOSE, AND ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO THE PROPRIETARY MATERIAL. NEITHER ACTIVEMIND MEDIA NOR ITS AFFILIATES, LICENSORS AND RELATED COMPANIES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS AND AGENTS MAKES ANY REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, TIMELINESS, RELIABILITY, TRUTHFULNESS OR COMPLETENESS OF THE PROPRIETARY MATERIALS, INCLUDING, BUT NOT LIMITED TO, THE SITE, THE DATABASE, ANY SERVICES PROVIDED THROUGH THE SITE, OR ANY LINKS TO OTHER SITES MADE AVAILABLE ON THE SITE OR THE CONTENT CONTAINED ON SUCH SITE(S), OR AS TO THE CONTINUOUS OR ERROR FREE USE AND OPERATION OF THE SITE OR THE DATABASE. NEITHER ACTIVEMIND MEDIA NOR ITS AFFILIATES, LICENSORS AND RELATED COMPANIES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS OR AGENTS MAKES ANY REPRESENTATIONS OR WARRANTIES THAT THE SITE OR THE DATABASE, OR ACCESS TO AND USE OF THE SITE OR THE DATABASE, WILL BE UNINTERRUPTED, ERROR FREE, OR FREE FROM DEFECTS, VIRUSES OR OTHER HARMFUL COMPONENTS. YOU EXPRESSLY AGREE THAT USE OF THE SITE AND THE DATABASE IS AT YOUR SOLE RISK.
10. Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION AND FUNDAMENTAL BREACH SHALL ACTIVEMIND MEDIA OR ITS AFFILIATES, LICENSORS AND RELATED COMPANIES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS AND AGENTS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS THAT RESULT FROM YOUR USE OF, OR YOUR INABILITY TO USE, ANY CONTENT, INFORMATION, MATERIAL, OR POSTINGS ON THE SITE, DIRECTLY OR INDIRECTLY. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NEITHER ACTIVEMIND MEDIA NOR ITS AFFILIATES, LICENSORS AND RELATED COMPANIES, NOR EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS AND AGENTS SHALL BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER, INCLUDING YOU.
To the maximum extent permitted by applicable law, you will defend, indemnify and hold harmless ActiveMind Media, its affiliates, licensors and related companies, and each of their respective directors, officers, employees, consultants and agents from and against all claims, liability, and expenses, including all legal fees and costs, arising out of: (a) your breach of any provision of this Agreement; or (b) use of any Proprietary Materials by you or others using your user name and password. ActiveMind Media reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You will co-operate as fully as reasonably required in the defense of any claim.