IMPORTANT - PLEASE READ CAREFULLY: THIS IS AN AGREEMENT BETWEEN YOU AND APG MEDIA, A COMPANY INCORPORATED UNDER THE LAWS OF ONTARIO WITH OFFICES LOCATED IN MISSISSAUGA, ONTARIO, CANADA ("APG MEDIA").
ALTHOUGH APG MEDIA MAY ATTEMPT TO NOTIFY YOU WHEN MAJOR CHANGES ARE MADE TO THIS AGREEMENT, IT IS YOUR RESPONSIBILITY TO PERIODICALLY REVIEW THE MOST UP-TO-DATE VERSION AVAILABLE ON THE WEBSITE. APG MEDIA MAY, IN ITS SOLE DISCRETION, MODIFY OR REVISE THIS AGREEMENT IN WHOLE OR IN PART AT ANY TIME, AND YOU AGREE TO BE BOUND BY SUCH MODIFICATIONS AND REVISIONS IMMEDIATELY WHEN THEY ARE POSTED ON THE WEBSITE.
- LIMITED PERMITTED USE. Subject to the terms of this Agreement, APG MEDIA hereby grants to you a limited, personal, non-transferable, non-exclusive right to access, use and display the Website (including any updates, enhancements or modifications to the Website made available by APG MEDIA to you from time to time on an as-available basis) via the Internet, solely in object code format and for your own personal or internal business purposes. Your right to use the Website is limited to those rights expressly set out in this Agreement.
- RESTRICTIONS ON USE. You shall: (a) not reproduce the Website; (b) not assign this Agreement or rent, sell, publish, distribute, communicate, transfer, lease, export or grant a sublicense to use the Website except as and when authorized to do so by APG MEDIA in writing; (c) not modify, translate, reverse engineer, decompile, disassemble or make derivative works of the Website; (d) not use the Website to operate a service bureau or otherwise use the Website except as authorized herein; (e) not network the Website or otherwise access the Website from more than one computer, per name and email address, at any one time; (f) use the Website in accordance with any minimum hardware, software and/or system requirements set out therein; (g) not use the Website for any tortious or unlawful purpose, including accessing any other system or network without authorization or transmitting any material (i) in violation of applicable laws (including copyright and privacy laws), (ii) constituting unauthorized use or disclosure of a trade secret or (iii) reasonably interpretable as threatening, libellous, offensive, pornographic, profane or obscene; (h) not submit and/or post any content, information or other materials that contain a virus, Trojan horse, worm or other harmful or disruptive component or otherwise use the Website in any way that subverts, conflicts or interferes with the integrity, security or operation of the Website or the system(s) from which the Website is being made available; (i) provide APG MEDIA with accurate and complete information when subscribing to a feed or weekly update or making a comment on APG MEDIA BLOG OR OTHER DIGITAL OR SOCIAL MEDIA WEBSITE OPERATED BY APG MEDIA; (j) not use the Website if you are a minor; and (k) take all reasonable precautions to prevent third parties from using the Website or your name, email address or domain name (including subdomains thereof) in any way that would constitute a breach of this Agreement.
- USER SUBMISSIONS. The Website provides various services that permit you and other users to submit and/or post content on the Website and that may or may not be viewed by you or others, including comments, links, artwork, video clips and other information and materials submitted and/or posted on APG MEDIA BLOG OR OTHER DIGITAL OR SOCIAL MEDIA WEBSITE OPERATED BY APG MEDIA. You acknowledge that you are responsible for the content, information and other materials that you submit and/or post on the Website (collectively, "User Submissions"), and that you, and not APG MEDIA, have full responsibility for User Submissions, including their legality, reliability, appropriateness, originality and copyright. You hereby grant to APG MEDIA and its affiliates and contractors (collectively, "Representatives") a limited, worldwide, perpetual, irrevocable, non-exclusive, royalty-free right to use, reproduce, display, publish, distribute, communicate, modify, upload, sublicense and create derivative works of any User Submissions for any purpose and in any medium whatsoever, without limitation. You hereby represent, warrant and covenant that: (i) you have the right(s) required to grant the license granted in this Section 3; (ii) the User Submissions shall be free from defects, viruses, Trojan horses, worms and other harmful or disruptive components; and (iii) the User Submissions shall otherwise comply with the Guidelines and the restrictions in Section 2 above. You hereby irrevocably and unconditionally waive in favour of APG MEDIA and its successors in interest all moral rights (including the right to attribution of authorship and to restrain any distortion of the work) in any User Submissions. Notwithstanding any other term or condition of this Agreement, APG MEDIA shall have the right to immediately remove any User Submissions from the Website without notice to you if you breach any of the foregoing representations, warranties, and covenants, without any liability to you for such removal.
- APG MEDIA may review or monitor content, information and other material that is submitted and/or posted on the Website. However, APG MEDIA is under no obligation to do so and will not assume liability or responsibility for any content, information or other material submitted and/or posted by users to the Website in any area. APG MEDIA shall have the right (but not the obligation) in its sole discretion to refuse, move, or remove any content, information, or material that is on the Website. APG MEDIA will fully cooperate with any legal obligation to disclose the identity of anyone posting unlawful, threatening, libellous, obscene, pornographic, profane or otherwise offensive or illegal materials on the Website.
- OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS. You acknowledge that APG MEDIA and its licensors are the owners of all intellectual property rights in the Website and any materials, logos, names and other supporting materials provided to you by APG MEDIA in connection with the Website. No title to the intellectual property rights in the Website, or any supporting materials provided to you by APG MEDIA in connection with the Website, is transferred to you or any third party by this Agreement. You agree not to display or use in any manner the APG MEDIA or third party trade-marks, trade names, logos, product names, service names or icons featured on the Website (the "Marks"), which are the property of their respective owners. Without limiting the generality of the foregoing, the display of the Marks on the Website does not convey or create any license or other rights in the Marks and any unauthorized use of the Marks is strictly prohibited.
- THIRD PARTY CONTENT. The Website may contain links to third party websites. The inclusion of any linked website does not imply approval, endorsement, or recommendation of the material on such website or any association with its operators by APG MEDIA. Your use of any hypertext link is entirely at your own risk.
- INFORMATIONAL PURPOSES, ONLY. The information provided by the Website is not intended as a source of advertising, marketing or other advice. Such information is for informational purposes only and is not intended to be a substitute for professional advice, assessment, and evaluation. You agree that you must evaluate, and bear all risks associated with, the use of any information, including any reliance on the availability, accuracy, completeness, usefulness or appropriateness of such information. This includes the following: (a) unsolicited information of a general or technical nature; (b) information generated in response to requests by you or other users of the Website; (c) content that is submitted and/or posted on the Website by you or other users of the Website, including content pursuant to use of APG MEDIA BLOG OR OTHER DIGITAL OR SOCIAL MEDIA WEBSITE OPERATED BY APG MEDIA; and (d) third party content that is made available on, or otherwise accessible through, the Website by APG MEDIA. You should consult a qualified professional before making any decision or taking any action that might affect your personal, business, or financial well-being.
- NO WARRANTY. THE WEBSITE (INCLUDING ANY CONTENT SUBMITTED AND/OR POSTED BY YOU OR OTHER USERS OF THE WEBSITE AND ANY THIRD PARTY WEBSITES THAT YOU MAY LINK TO THROUGH THE WEBSITE) IS PROVIDED "AS IS" WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEBSITE IS WITH YOU. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, APG MEDIA DOES NOT WARRANT THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE.
- INDEMNITY. YOU HEREBY AGREE, DURING THE TERM OF THIS AGREEMENT AND AFTER THE TERMINATION HEREOF, TO INDEMNIFY AND SAVE APG MEDIA, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS, AGENTS AND CONTRACTORS (COLLECTIVELY, THE "INDEMNITEES") HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES, SUITS, CLAIMS, DEMANDS, COSTS (INCLUDING COURT COSTS AND LEGAL FEES), FINES AND ACTIONS OF ANY KIND OR NATURE WHATSOEVER TO WHICH THEY SHALL OR MAY BECOME LIABLE FOR, OR SUFFER BY REASON OF YOUR USE OF THE WEBSITE, YOUR SUBMISSION AND/OR POSTING OF USER SUBMISSIONS OR ANY BREACH, VIOLATION OR NON-PERFORMANCE ON YOUR PART OF ANY TERM OR CONDITION OF THIS AGREEMENT.
- NO LIABILITY. IN NO EVENT SHALL APG MEDIA BE LIABLE, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH AND BREACH OF A FUNDAMENTAL TERM), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR DAMAGES (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY AND AGGRAVATED DAMAGES AND DAMAGES FOR LOSS OF USE, PROFITS OR REVENUE OR FAILURE TO REALIZE EXPECTED SAVINGS) OR ANY OTHER REMEDY RELATING TO THIS AGREEMENT, THE WEBSITE OR ANY USER SUBMISSIONS.
- CONFIDENTIAL INFORMATION, ETC. The Website incorporates trade secrets and constitutes the confidential information of APG MEDIA and its licensors and you shall use all reasonable efforts (and in any event, efforts that are no less than those used to protect your own confidential information) to protect such aspects of the Website from unauthorized use or disclosure. You shall obtain all necessary consents to the collection, use, disclosure and/or processing by APG MEDIA and its Representatives, for the purposes contemplated by this Agreement, of any identifying information about individuals that you provide to APG MEDIA, or permit APG MEDIA to access, in connection herewith. The parties agree that money damages may not be a sufficient remedy for breach of this Section 10 or Section 11, and therefore, in addition to all other remedies available to APG MEDIA in the event of a breach or a threatened breach of this Section 10 or Section 11 by you, APG MEDIA shall be entitled to seek specific performance and injunctive or other equitable relief. In addition to any other remedy available at law or in equity, you hereby consent to the entry of a temporary restraining order, injunction or other similar order or action of any judicial authority, without the necessity of posting a bond to enforce this Agreement.
- YOUR NAME, EMAIL ADDRESS, AND DOMAIN NAME. YOU SHALL BE RESPONSIBLE FOR ALL USE OF THE WEBSITE MADE USING YOUR NAME, EMAIL ADDRESS AND/OR DOMAIN NAME (INCLUDING SUBDOMAINS THEREOF), REGARDLESS OF THE IDENTITY OF THE PERSON(S) MAKING SUCH USE, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, APG MEDIA SHALL HAVE NO RESPONSIBILITY OR LIABILITY IN CONNECTION WITH ANY UNAUTHORIZED USE OF YOUR NAME, EMAIL ADDRESS AND/OR DOMAIN NAME (INCLUDING SUBDOMAINS THEREOF). You agree to immediately notify APG MEDIA of any unauthorized use of your name, email address and/or domain name (including subdomains thereof) in connection with the Website, and to ensure that you properly log off after accessing and using the Website.
- TERM AND TERMINATION. (a) This Agreement may be terminated by APG MEDIA immediately at any time without notice to you. (b) Upon the termination of this Agreement, you shall immediately destroy any copies of the Website in your possession or control and provide APG MEDIA, upon request, with written confirmation of such destruction. All sections of this Agreement other than Section 1 shall survive the termination of this Agreement.
- NOTICE. Any notice or other communication required or permitted to be given or made hereunder shall be in writing and shall be well and sufficiently given or made if delivered by email to APG MEDIA at firstname.lastname@example.org and to you at the email address you provide when submitting and/or posting any User Submission. Any notice or other communication given or made in accordance with the foregoing shall be deemed to have been given or made and to have been received on the day of sending thereof, if sent during Business Hours on a Business Day and, if not, then on the first Business Day after the sending thereof. "Business Day" means any day from Monday to Friday inclusive, except statutory or civic holidays observed in Mississauga, Ontario; and "Business Hours" means the hours of 8:30 am to 5:30 p.m. (EST) on a Business Day.
- Either party may from time to time change its email address for notice by giving notice to the other party in accordance with this Section.
- FURTHER ASSURANCES. You agree that you will do all such acts and execute all such further documents and the like, and will cause the doing of all such acts and the execution of all such further documents as are within your power to cause the doing or execution of, as APG MEDIA may from time to time reasonably request, in writing, and as may be necessary or desirable to give effect to this Agreement.
- FORCE MAJEURE. APG MEDIA shall be excused from performance under this Agreement to the extent and for the period of time that APG MEDIA or is prevented from so performing by reason of any cause beyond its reasonable control.
- INDEPENDENT CONTRACTORS. It is understood and agreed that in giving effect to this Agreement, neither party shall be or be deemed a partner or agent of the other party for any purpose and that the relationship of the parties shall be that of independent contractor. Nothing in this Agreement shall constitute a partnership or a joint venture between the parties. Neither party shall have the right to enter into agreements, pledge the credit of, or incur expenses or liabilities on behalf of the other party.
- THIRD PARTY BENEFICIARIES. The parties acknowledge and agree that, although nothing in this Agreement shall confer upon any third party other than the Indemnitees any benefit of any kind, the Indemnitees shall have the benefit of this Agreement and, for such purpose, APG MEDIA is contracting both on its own behalf and as agent and trustee for the Indemnitees. Without limiting the generality of the foregoing sentence, you agree that APG MEDIA may enforce the indemnity in Section 8 on behalf of any Indemnitee(s).
- ASSIGNMENT. APG MEDIA may, at any time, without your consent, assign this Agreement, or any of its rights hereunder, in whole or in part, to any third party. You may only assign this Agreement, or any of your rights hereunder, in whole or in part, to a third party with the prior written consent of APG MEDIA. This Agreement shall ensure to the benefit of and be binding upon each of the parties and their respective successors and permitted assigns.
- GOVERNING LAW. The Website is provided by APG MEDIA from its offices in Mississauga, Ontario, Canada. The parties agree that all matters relating to this Agreement shall be governed by and construed in accordance with the laws of Ontario and federal laws of Canada applicable therein, without regard to conflict of law rules. The parties submit to the non-exclusive jurisdiction of the courts of Ontario. The parties hereby expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. APG MEDIA makes no representation that the Website is appropriate or available for use in locations outside of Ontario, Canada and accessing the Website from locations where the Website is illegal is prohibited. If you choose to access and/or use the Website from a location outside of Ontario, Canada, you do so on your own initiative and are responsible for compliance with local laws.
- CHOICE OF LANGUAGE. The parties have required that this Agreement be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents que s'y attachent soient rédigés en anglais.