PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING ANY WEBSITE SERVICES PROVIDED TO YOU BY TORONTONEWS24 AS THEY CONTAIN BINDING LEGAL TERMS AND OBLIGATIONS INCLUDING LIMITATIONS OF TORONTONEWS24'S LIABILITY AND DISCLAIMERS.
1. All website services provided to you by TorontoNews24, a division of Media 5.0 Inc., and any of its respective affiliates, related companies, unaffiliated partners and/or licensors (together herein referred to as "TorontoNews24" or "we") are provided to you subject to the following terms and conditions of service. By using any TorontoNews24 website (each a "TorontoNews24 Site" and collectively, the "TorontoNews24 Sites") or any products, content or other services available on the TorontoNews24 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 TorontoNews24 Site or Service (collectively the "Terms and Conditions"), all as may be modified by TorontoNews24 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 TorontoNews24 and any prior communications between you and TorontoNews24 (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 TorontoNews24 Site or any of the Services.
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 TorontoNews24 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. TorontoNews24 cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 2.
3. TorontoNews24 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 TorontoNews24 has the right, but not the obligation, to monitor the TorontoNews24 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 TorontoNews24 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.
4. User Conduct
All information, data, text, software, sound, photographs, graphics, images, avatars, video, messages, ideas, reviews, opinions, suggestions or other materials on a TorontoNews24 Site ("Content"), submitted by a user, whether publicly or privately posted, e-mailed, transmitted, uploaded or otherwise submitted to TorontoNews24, a TorontoNews24 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 Photos Content and Submitter Content (as defined in Section 5 below), you also acknowledge and agree that you, and not TorontoNews24, are entirely responsible for all Submitter Content that you post, e-mail, transmit, upload or otherwise submit via TorontoNews24 Sites and/or pursuant to the Services. TorontoNews24 does not control the Submitter Content posted via the TorontoNews24 Site and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using a TorontoNews24 Site or Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will Torontonews24 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 TorontoNews24 Site and any world wide web pages or any operating system software or hardware on which such Content, Service or TorontoNews24 Site is operated or displayed except as specifically designed into the Content.
TorontoNews24 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 TorontoNews24 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 TorontoNews24, its users and/or the public.
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 TorontoNews24 Site including, without limitation, to any chat-room, forum, literary and/or dramatic content 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 TorontoNews24 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 TorontoNews24 SITE OR SERVICE. ANY SUCH POSTING, E-MAILING, TRANSMITTING, UPLOADING OR OTHER SUBMISSION OF CONTENT TO A TorontoNews24 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 TorontoNews24 BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY SUBMITTING SUBMITTER CONTENT OR ANY RELATED MATERIAL TO TorontoNews24, 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 TorontoNews24 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 TorontoNews24 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 TORONTONEWS24, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY.
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. TorontoNews24 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 TorontoNews24 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.
7. Responsibility for Minors
In cases where you have authorized a minor to use a TorontoNews24 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 TorontoNews24 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 torontonews24 Site may contain Content that is inappropriate for minors. You acknowledge that TorontoNews24 has no obligation to monitor the Services or any Content accessible through the TorontoNews24 Sites.
8. Restrictions on Re-use, Re-sale of Services
All Content available on a TorontoNews24 Site, including the manner in which such Content is presented, and the Services are: Copyright 2010 Media 5.0 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. TorontoNews24 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 TorontoNews24 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 TorontoNews24 Site (each, a "Contest") shall also be subject to and governed by the specific rules and regulations in respect of that Contest.
9. Commercial Use
No bulletin board, forum, chat room or other areas of the TorontoNews24 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 TorontoNews24 Sites and barring such violators from use of the TorontoNews24 Sites. We reserve the right to block access to TorontoNews24 Sites by any user known or reasonably believed to be utilizing automated means to process commercial uses (including sale of goods and services).
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 TorontoNews24 Sites, or make any other request to transactional servers, more than once during any three second interval.
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 TorontoNews24 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 TorontoNews24 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 TorontoNews24 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 TorontoNews24, 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. TorontoNews24 Sites and/or Services and software derived from TorontoNews24 Sites and/or Services may be further subject to certain Canadian and United States export controls. No software from any TorontoNews24 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 TorontoNews24 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.
You agree to defend, indemnify and hold harmless each of TorontoNews24, its affiliates and licensors and each of their respective officers, directors, employees and agents, including all third parties mentioned on a TorontoNews24 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 TorontoNews24 Site, Services or Content; or (c) your use or reliance on, or publication, communication or distribution of anything on or from a TorontoNews24 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.
13. General Practices Regarding Use and Storage
You acknowledge that TorontoNews24 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 TorontoNews24 Site, the maximum disk space that will be allotted on TorontoNews24's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the TorontoNews24 Sites or the Services in a given period of time. You agree that TorontoNews24 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 TorontoNews24 Site or Service. You further acknowledge that, in relation to free services, TorontoNews24 reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
14. Modifications to Service (Other than Paid Services)
For users of the TorontoNews24 Sites and/or any Services, other than Paid Services, TorontoNews24 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 TorontoNews24 Sites or Services (or any part of such TorontoNews24 Sites or Services) with or without notice. You agree that any modification or discontinuance of any TorontoNews24 Sites or Services may be effected without prior notice, and acknowledge and agree that in connection with any such modification or discontinuance, TorontoNews24 may immediately deactivate or delete your account and all related information and files in your account (including any registration data). You further agree that TorontoNews24 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 TorontoNews24 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.
You agree that TorontoNews24, in its sole discretion, may suspend or terminate your password, account (or any part thereof) or use of the TorontoNews24 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 TorontoNews24 believes that you have violated or acted inconsistently with the letter or spirit of the Terms and Conditions. TorontoNews24 may also in its sole discretion and at any time discontinue providing the TorontoNews24 Sites or Services, or any parts of the torontonews24 Sites or Services, including Paid Services, with or without notice. You agree that any suspension and/or termination of your access to the TorontoNews24 Sites or Services may be effected without prior notice, and acknowledge and agree that TorontoNews24 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 TorontoNews24 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 TorontoNews24 Site or any of the Services or with any terms, conditions, rules, policies, guidelines, or practices of TorontoNews24 in operating a TorontoNews24 Site or any of the Services, your sole and exclusive remedy is to discontinue using the TorontoNews24 Site or Services in question.
16. Content Linked to a TorontoNews24 Site
17. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(a) YOUR USE OF ANY TorontoNews24 SITE OR SERVICE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TorontoNews24 SITES OR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TorontoNews24 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, TorontoNews24 MAKES NO WARRANTY THAT (i) THE TorontoNews24 SITES OR SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE TorontoNews24 SITES OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE TorontoNews24 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 TorontoNews24 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 TorontoNews24 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 TorontoNews24, A TorontoNews24 SITE OR THROUGH OR FROM ANY SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS AND CONDITIONS.
18. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TorontoNews24 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 TorontoNews24 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE TorontoNews24 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 TorontoNews24 SITES OR SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE TorontoNews24 SITES OR SERVICES; OR (v) ANY OTHER MATTER RELATING TO THE TorontoNews24 SITES OR SERVICES. YOU EXPRESSLY ACKNOWLEDGE THAT TorontoNews24 HAS ENTERED INTO THIS AGREEMENT, AND HAS AND WILL MAKE THE TorontoNews24 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 TorontoNews24. 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.
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 18 AND 19 MAY NOT APPLY TO YOU.
20. Professional Information Disclaimer
The TorontoNews24 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 TorontoNews24 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 TorontoNews24, 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.
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 TorontoNews24, through a TorontoNews24 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 TorontoNews24 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 TorontoNews24 SITE.
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 TorontoNews24, through a TorontoNews24 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 TorontoNews24; and (c) not necessarily reflective of the views or policy of TorontoNews24, including the publisher, contributors and staff of, and advertisers on, a TorontoNews24 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 TorontoNews24. 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. TorontoNews24 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 TorontoNews24 may invest or otherwise hold interests in entities which may be referenced in any of the Services or Content accessible through a TorontoNews24 Site. The views and opinions expressed on a TorontoNews24 Site are not intended to constitute a description of securities bought, sold, or held on behalf of TorontoNews24 nor an indication by TorontoNews24 of any intention to buy, sell, or hold any security.
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 TorontoNews24 Site's search services are protected by copyright and/or other intellectual property laws. TorontoNews24 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 TorontoNews24 Site, all of the Multimedia Content contained on such sites is owned and served by entities other than TorontoNews24. TorontoNews24 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 TorontoNews24 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.
24. Third Party Dealings & Online Sales Disclaimer
You acknowledge that some of the services accessible on the TorontoNews24 Site are provided by third parties, including but not limited to health newsletters, surveys and e-mail. You acknowledge and agree that TorontoNews24 e-mail services are made available by Velocity Services, Inc. ("VSI") pursuant to the terms provided when registering for TorontoNews24 e-mail services, and your use of TorontoNews24 e-mail services is governed by VSI's End User Terms and Conditions available here. You acknowledge and agree that TorontoNews24 shall have no responsibility for, or liability with respect to, any aspect of the TorontoNews24 e-mail service, including but not limited to any lost or damaged data or any acts or omissions of VSI. Further, you acknowledge that in dealings with third parties, TorontoNews24 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 TorontoNews24. TorontoNews24 assumes no responsibility whatsoever for any charges you or any user of your account 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 TorontoNews24 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 TorontoNews24 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.
TorontoNews24, Trademarks and design marks, broadcasting service-related trademarks and design marks, service names and associated designs are trademarks and registered trademarks of Media 5.0 Inc., Media 5.0 Inc. Media., and/or their affiliates or related companies (collectively, the "Media 5.0 Inc. Marks"). All other product, brand and company names and logos used or mentioned on a TorontoNews24 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 TorontoNews24 Site or any of the Services without the express written consent of the owner of the trademark is strictly prohibited.
26. Governing Law/Jurisdictional Issues
Except for third party sites and services independently operated and accessed through TorontoNews24 Sites, all other TorontoNews24 Sites and Services are controlled, operated and administered by TorontoNews24 from its offices within Canada. TorontoNews24 makes no representation or warranty that a TorontoNews24 Site or any of the Services are appropriate or available for use at any locations outside Canada. If you access a TorontoNews24 Site from outside Canada, you are responsible for compliance with all applicable laws. You may not export any of the Content accessible through a TorontoNews24 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.
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 TorontoNews24 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.
These Terms and Conditions and, where applicable, the specific terms of a Paid Services Agreement, constitute the entire agreement between TorontoNews24 and you pertaining to your use of the TorontoNews24 Sites and Services and, except as specifically set forth herein, supersede any prior agreements between you and TorontoNews24 relating to the TorontoNews24 Sites and Services. TorontoNews24 may assign these Terms and Conditions, in whole or in part, at any time. TorontoNews24'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.
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 TorontoNews24 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 - Media 5.0 Inc., at 109-601 Kingston Road, Toronto, ON, M4E 3Y2.
In consideration of TorontoNews24's agreement to allow you to post, e-mail, transmit, upload or otherwise submit any Photo to the TorontoNews24 Sites or Services and, possibly, to review, and potentially publish any such materials submitted to TorontoNews24 by you, and for other valuable consideration the receipt and sufficiency of which are hereby expressly and irrevocably acknowledged, you agree with TorontoNews24 as follows.
1. You grant to TorontoNews24, 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 TorontoNews24 Site now existing or to be created (including, without limitation, internet web pages located at the domain name torontonews24 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 Fox Media Company, 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 TorontoNews24 Sites. You irrevocably waive, in TorontoNews24's favour any and all so-called "moral rights" in connection with your Photo. You grant these rights and this waiver to TorontoNews24 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 TorontoNews24 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 TorontoNews24 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 TorontoNews24 of the rights granted hereunder, there is (and will not be) any agreement with a third party that may in any way interfere with TorontoNews24'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 TorontoNews24'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. TorontoNews24 is the sole owner of all rights (including copyright) in the TorontoNews24 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 TorontoNews24, 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, TorontoNews24's exercise of its rights in this license, release and waiver.
5. You hereby agree to indemnify and hold harmless TorontoNews24, 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 torontonews24, all of which such rights are hereby expressly and irrevocably waived by you in favour of TorontoNews24.
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 TorontoNews24 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 TorontoNews24 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 TorontoNews24 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 TorontoNews24 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.
SUBMITTER CONTENT SUBMISSION LICENCE, RELEASE AND WAIVER
In consideration of TorontoNews24's agreement to allow you to post, e-mail, transmit, upload or otherwise submit any Submitter Content materials to the TorontoNews24 Sites or Services and, possibly, to review, and potentially publish any such materials submitted to TorontoNews24 by you, and for other valuable consideration the receipt and sufficiency of which are hereby expressly and irrevocably acknowledged, you agree with TorontoNews24 as follows.
1. You acknowledge that:
(a) by posting, e-mailing, transmitting, uploading or otherwise submitting any Submitter Content to any TorontoNews24 Sites or Services, you hereby irrevocably grant and assign to TorontoNews24 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. TorontoNews24 shall be entitled to edit the Submitter Content, and you hereby waive in favour of TorontoNews24 and its assigns, all "moral rights" in and to the Submitter Content. Nothing herein shall obligate TorontoNews24 to use or publish the Submitter Content in any manner. The rights granted hereunder may be freely assigned or sub-licensed by TorontoNews24 to any third party.
(b) TorontoNews24 receives numerous submissions of ideas, stories and other materials from other sources and, in addition, TorontoNews24 creates, and/or commissions others to create on TorontoNews24's behalf, such materials (collectively the "TorontoNews24 Materials"). The subject matter and substance and/or other elements (collectively the "Elements") contained in the TorontoNews24 Materials may be similar to those contained in the Submitter Content submitted by you. You expressly and irrevocably understand, acknowledge and agree that TorontoNews24 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 TorontoNews24 that there are or may be pre-existing TorontoNews24 Materials which may have one or more Elements similar, or substantially similar, to those found in the Submitter Content;
(c) TorontoNews24 shall be entitled to use the Submitter Content you submit to TorontoNews24 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 TorontoNews24, by virtue of the submission by you of the Submitter Content to TorontoNews24 hereunder.
2. You hereby expressly and irrevocably release and forever discharge TorontoNews24, 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, TorontoNews24'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 TorontoNews24, and that no further permissions are required from, nor payments required to be made to any third party in connection with the use by TorontoNews24 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 TorontoNews24, 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 TorontoNews24, all of which such rights are hereby expressly and irrevocably waived by you in favour of TorontoNews24.
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 TorontoNews24 Sites are also applicable to your submission of Submitter Content and such Terms and Conditions are incorporated into this license. If those general TorontoNews24 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.