Website Terms of Use for Content "Provider" Accounts

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This website (the “Website”) is the exclusive property of mediAm digital distribution inc. (henceforth referred to as “mediAm”, “we”, “us”, “our”). This document constitutes an Agreement between you and mediAm that sets out the terms and conditions by which we allow you to visit the Website, and to view the information and other content that is displayed thereon, post content for sale or rental and use all other functions of the Website.

BY ACCESSING AND USING THIS WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, WITHOUT LIMITATIONS OR RESERVATIONS, AND BY ANY APPLICABLE LAWS, MOST NOTABLY BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THOSE LAWS PERTAINING TO COPYRIGHTS AND TRADEMARKS.

Please read this document carefully and, if for whatever reason you are not in agreement with the said terms and conditions, your sole recourse is to end your visit to the Website.


Intellectual Property

You acknowledge that any and all text, data, graphics, photographs, video, audio, information, documents, images, trade-marks, trade names, trade dress, products, reports, interfaces, web pages, files, software, product names, company names, logos, visual or other digital material, and any other elements incorporated into or published on the Website (collectively, the “Content”), including the manner in which the Content is presented or appears and all information relating thereto, are the property of mediAm (or its licensors, as the case may be). Content published by mediAm on the Website may belong to third parties and may be published by mediAm under a license.


LICENSE

For the duration of the period during which you make available on the Website any text, data, graphics, video, audio, information, documents, images, trade-marks, trade names, trade dress, products, files, logos, visual or other digital materials, copyrighted material and any other elements incorporated into or published on the Website (collectively, the “Licensed Work”), you hereby grant to mediAm a non-exclusive, non-transferable (except for the sale or rental of Licensed Work as expressly permitted herein) and non-sub-licensable license to sell or rent the Licensed Work on the Website.

Subject to the license granted to mediAm by this Agreement, you shall retain all rights, title and interest in the Licensed Work. Nothing contained in this Agreement shall be deemed to transfer or convey from a Content Provider (as hereinafter defined) to mediAm any copyright or ownership interest in or to the Licensed Work.

Restrictions on Use of Content

Subject to your compliance with the terms and conditions of this Agreement, mediAm grants you a non-exclusive, personal, non-assignable and non-sub licensable, license to access (remotely via an Internet connection provided by you) the Website, including all its different functions and Content, and to post the Licensed Work, the whole solely in accordance with this Agreement.

mediAm hereby authorizes you to access and post the Licensed Work on its Website in accordance with this Agreement only.

Except as specifically provided herein, you may not use, modify, re-engineer, copy, reproduce, republish, post, transmit, distribute, display, upload, download, perform, create derivative works from, transfer, sell or otherwise benefit from any Content in any way without the prior written consent of mediAm.

Except as expressly provided herein or in the case where mediAm has specifically granted written permission to use the Content, no license or right, express or implied, is granted to any person or user of the Website. More specifically, the Website contains trademarks that are the property of mediAm or its third party suppliers. Trademarks that are owned by third parties are used on the Website pursuant to a license that only extends to mediAm and not to you. You receive no license to copy or use any of the trademarks featured on the Website and any such copying or use must be pre-approved by mediAm or its third party suppliers, as the case may be.


LICENSED WORK

By submitting Licensed Work, you represent that you have the full legal right to provide the Licensed Work and that use of the Licensed Work by mediAm and all other persons and entities will not (a) infringe any intellectual property rights of any person or entity or any rights of publicity, personality, or privacy of any person or entity, including as a result of your failure to obtain consent to post personally identifying or otherwise private information about a person; (b) violate any law, statute, ordinance, or regulation; (c) be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (d) impersonate any person or entity or falsely state or otherwise imply an affiliation with a person or entity or be generally false, deceptive, misleading, deceitful, misinformative or constitute a “bait and switch”; (e) be obscene, child pornographic, or indecent; (f) contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal or other information, or that facilitate or enable such or that are intended to do any of the foregoing; (g) constitute misappropriation of any trade secret or know-how; or (h) constitute disclosure of any confidential information owned by any third party.

You understand that mediAm may, but is not obligated to, review the Licensed Work and refuse to post, edit, or remove any Licensed Work that violates, in the sole and absolute discretion of mediAm, any terms of this Agreement or any of the best practices standards or policies of mediAm for any reason. mediAm shall not be responsible for removal of any Licensed Work that you submit. If you believe that any content or postings on the Website violate your intellectual property or other rights, you may follow the appropriate complaint procedure by contacting us using our form.


Purpose of Website

The primary goal of this Website is to empower independent media production with intuitive and powerful tools that enable simple, fast and successful distribution and monetization of professionally produced content.

While mediAm shall make all reasonable efforts to ensure that the Content of the Website is accurate, accessible and up to date, it is possible that, at any given time, certain Content may be incomplete, contain errors or be out of date or inaccurate.

Changes may be periodically made to the Website and its Content; these changes will be incorporated in new editions of the Website. For example, mediAm may make improvements and/or changes in the information communicated on the Website and in the products and services described herein, at any time without notice and the Website will be updated accordingly.


CONTENT PROVIDER Login
i. Qualified Users

Users of the Website must be not less than 13 years old. If you are between the age of 13 and 18, this agreement must be reviewed and agreed to by your parent or guardian. Registration

If you are a content provider of mediAm (“Content Provider”), you may create a mediAm account (the “Content Provider Account”) by designating a username and password, enabling you to access and use the Content Provider Login portion of the Website (the “Portal”). The Portal and all Content Provider Accounts registered in relation thereto are administered by mediAm.

The password must comprise a minimum of six (6) characters, including letters and digits. The username and password created by each Content Provider are designated for the specific individual and may not be shared with any third party. Content Providers are responsible for safekeeping their passwords to ensure that unauthorized use is not permitted.

You represent and warrant to mediAm that you: (i) shall provide truthful, accurate, current and complete information, as required for creating the Content Provider Account; and (ii) shall maintain and promptly update the information associated with the Content Provider Account. Every Content Provider accessing the Portal is required to have its own Content Provider Account, which may under no circumstances be used by several Content Providers.


ii. Username and Password

The Content Provider shall use the valid access information created by it in accordance herewith to access the Content Provider Account. The Content Provider also agrees not to allow third parties to access the Content Provider Account by any means other than the valid access information created by them. The Content Provider shall not attempt any unauthorized access to other Content Provider Accounts, to the other computer systems or networks of mediAm, by deriving a username or a password or by any other means. The Content Provider is responsible for maintaining the confidentiality of the Content Provider Account access information created by them. The Content Provider shall be entirely liable for any activity that occurs through the Content Provider Account. If any unauthorized use of the Content Provider Account should occur, the Content Provider shall immediately notify mediAm by using our contact form so that we may take appropriate action.

The Content Provider is entirely responsible for each third party accessing the Content Provider Account. Any individual who enters correct information required to access the Content Provider Account (i.e. valid username and password) shall thereby agree to be bound by these Terms of Use.


iii. Termination of Content Provider Account

mediAm may, in its discretion, close, restrict or suspend any Content Provider Account at any time, without prior notice or compensation. Furthermore, we shall immediately suspend, at our discretion, access privileges of any Content Provider who shall not have complied with the terms set out herein.

The Content Provider may, at any time, cease to access and use the Content Provider Account by mere written request to such effect to mediAm. For greater certainty, the Content Provider shall remain responsible for any and all activities in its Content Provider Account until such time as same shall be deactivated permanently. As long as a username and password are valid, any uses and transactions completed using same shall bind the Content Provider.


iv. Technical Support

The Content Provider shall receive free technical support by telephone and email only in connection with problems related to the Content Provider Account, and problems related to usernames and passwords. The Content Provider shall be exclusively responsible for procuring (as well as exclusively responsible for all related costs and expenses) any necessary technical support for the Content Provider’s own computer equipment and software and any technical support necessary for maintaining its electrical and physical facilities and an appropriate Internet connection required to access the Content Provider Account.

mediAm shall use commercially reasonable efforts to respond to requests for technical support, but we do not guarantee any specific response time to resolve technical issues, as such response time may vary depending on the nature and extent of any given technical issue. The Content Provider agrees not to send spam or abusively resort to technical support provided by us hereunder.


VIRUS POLICY

In the context of using this Website, including the Portal, each user of the Website is exclusively responsible for protecting their own computer equipment, software, electrical equipment and other equipment against viruses and to ensure that same are free from any viruses. mediAm maintains its own protection against viruses on its servers, but shall assume no liability (including, but without limitation, for direct and indirect damages) for viruses that may affect systems and resulting from access to and use of the Website, including the Portal.


Limitation on Warranty

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THIS WEBSITE AND ALL CONTENT, INCLUDING WITHOUT LIMITATION ALL THIRD-PARTY OWNED AND HOSTED CONTENT, ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS, OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO UNINTERRUPTED OR ERROR FREE OPERATION, AVAILABILITY, ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY, TIMELINESS, LEGALITY, SUITABILITY, PRIVACY, SECURITY, MERCHANTABILITY, QUALITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE.


Limitation of Liability

TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LEGISLATION, AND EXCEPT FOR DAMAGES RELATED TO PHYSICAL PREJUDICE RESULTING FROM AN INTENTIONAL OR GROSS FAULT, OR DAMAGES RESULTING FROM BODILY OR MORAL PREJUDICE, MEDIAM, ITS AFFILIATES AND SERVICE PROVIDERS DO NOT ASSUME ANY LIABILITY TOWARDS THE CONTENT PROVIDER OR ANY OTHER PERSON WITH RESPECT TO DIRECT, INDIRECT OR PUNITIVE DAMAGES RESULTING OR ARISING FROM ACCESS TO, USE OF OR INABILITY TO USE THE SERVICES, EVEN IF MEDIAM, ITS AFFILIATES OR SERVICE PROVIDERS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR EVEN IF SUCH DAMAGES ARE REASONABLY FORESEEABLE.


Indemnity

You agree at all times to indemnify, defend and hold harmless mediAm, its affiliates, agents, licensors, suppliers, and their respective directors, officers, shareholders and employees against all actions, proceedings, costs, claims, damages, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) related to or resulting from, directly or indirectly:

i.any Licensed Work which you send to mediAm, subject to the terms and conditions of the license provided in this Agreement; or

ii.subject to the Limitation of Liability section above, your use or misuse of the Content or this Website, including, without limitation, infringement claims.


Hyperlinks and References

The Website contains links that allow you to access websites operated by third parties and containing information on the said parties and their products or services (“Third Party Sites”). These links have been provided solely as a convenience for users of this Website and your access to Third Party Sites through links provided on the Website is at your own risk. mediAm makes no representation as to these third parties, the state of the said Third Party Sites or the information contained on or distributed by such Third Party Sites. mediAm assumes no liability or responsibility concerning any damages that may arise from the use of links to Third Party Sites or information or other content found on or distributed by any Third Party Sites. The Third Party Sites have separate and independent terms of use, which we recommend you read carefully.


Electronic Communications

When you visit the Website or send e-mails to us, you are communicating with us electronically, and you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.


Privacy

mediAm collects and uses personal information in connection with the Website in accordance with applicable laws and its Privacy Policy, available at Privacy Policy


Site Monitoring and Consent to Data Exchange

mediAm reserves the right, at its sole discretion, to monitor your use of the Website as well as the use and access of all other users. By accepting to access this Website, you consent to such monitoring. You also acknowledge that mediAm is not obliged to do so and makes no representation to this effect.

Your use of this Website results in an exchange of data between your computer and mediAm’s server. By accessing this Website, you agree to this exchange as well as to the fact that mediAm may store and use some of this information for internal purposes. mediAm will not otherwise use or release this information unless obliged to do so by law or by any final judgment rendered by a court of law having appropriate jurisdiction.


Cookies

mediAm also uses "cookies" and other technologies on this Website, to collect data that enables us to better understand and improve the usability, performance and effectiveness of the Website. For further information on how we use “cookies” and other similar technologies, please see our Privacy Policy at Privacy Policy


Changes Without Prior Notice

mediAm reserves the right to amend this Agreement at any time, and in its sole discretion, by posting the amendments on this Website. You are responsible for periodically reviewing the Website for any amendments to this Agreement. Access to the Website or use of this Website after any amendments have been posted shall be construed as your acknowledgement and acceptance of the amended Agreement.

In the event of litigation involving this Agreement, the version of this Agreement in effect at the time the disputed actions take place shall govern the dispute.


Entire Agreement

This Agreement, as it may be amended from time to time in accordance with the “Changes Without Prior Notice” section above, and any and all other legal notices and policies on this Website, constitute the entire Agreement between you and mediAm with respect to the use of this Website, the Content and the Licensed Work.

Notwithstanding the foregoing, and as previously detailed, certain Content may be subject to different terms and conditions that will be disclosed to you at the time of accessing such Content. If terms and conditions different from those contained herein are disclosed to you in relation to specific Content, those terms and conditions will apply to such Content and take precedence over this Agreement.


Severability

Any provision of this Agreement that is deemed unlawful, void, or for any reason unenforceable shall be deemed to be ineffective to the extent of such illegality, invalidity or unenforceability and shall otherwise be enforced to the maximum extent permitted by law, all without affecting the remaining provisions of this Agreement or affecting the legality, validity or enforceability of such provision.


Limitation of Access, Term and Termination

This Agreement is effective for the duration of your use of the Website. mediAm reserves the right to prevent or limit your access to this Website at its sole discretion. The intellectual property, restrictions on use of Content, social media, limitation on warranty, limitation of liability, and indemnity provisions contained herein shall survive expiry of this Agreement.


Applicable Laws and Jurisdiction

This Agreement and your use of the Website will be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, and shall be treated in all respects as a contract entered into and executed in the Province of British Columbia, without reference to conflict of laws principles.

Any dispute that may arise from your use of this Website is subject to the jurisdiction of the courts in the Province of British Columbia. You agree to waive any right you may have to participate in any class action against mediAm related to this Website, the Content or this Agreement and, where applicable, you also agree to opt out of any class proceedings against mediAm.


Interpretation

Any reference made to “this Website” or “mediAm Website” shall constitute reference to the Website found at the address www.mediam.ca., all web pages beginning with the address www.mediam.ca.

Any reference to information contained on this Website refers to all Content on the site, whether such Content is directly or indirectly accessible or via download, whatever its form and without restriction.


LANGUAGE

The parties specifically agree that this Agreement be drafted in English. Les parties ont specifiquement demande que cette entente soit redigee en anglais.