Terms & Conditions

Cash Karaoke – Terms of use OVERVIEW

Transparency is a key to success for us. We believe in (a) rules driven contest. It’s important that you read these entire
Terms of Use (“Terms”) between you and Cash Karaoke (“Company”); but to help facilitate your review, here are some of the
more significant terms we want to bring to your initial attention that are further detailed below:

  • Each time you use the Site, these Terms and any applicable Additional Terms (defined below) then posted apply so you
    should check back each time you return for any updates.
  • You may only use the Content (defined below) on the Site in connection with your permitted activities on the Site and
    not in an offline environment or in connection with another site or service. (Section 1and Section 3). You grant us a
    broad license to content you submit or post. (Section 2)
  • Except as set forth in the Privacy Policy that applies to the Site, you and COMPANY do not have a confidential, fiduciary,
    or any other special relationship by virtue of your use of the Site or your communications to COMPANY through or
    related to the Site. (Section 2)
  • You consent to our Privacy Policy and our practices detailed in it, including targeted advertising.
  • Many types of disputes that may arise in connection with your access to and use of the Site are subject to mandatory
    arbitration – which includes your waiver of a right to a jury trial. (Section 8)
  • We are providing the Site to you on an “as-is” basis, without any warranty of any kind, and our liability to you in
    connection with your use of the Site is very limited. Many other limitations and disclaimers relate to your use of the Site.
    (Section 9and Section 10)

INTRODUCTION

Welcome to this official casting web site, available at www.cashkaraoke.ca (the “Site”). The Site is provided by Cash Karaoke
Inc. (“COMPANY,” “we,” “our” or “us”). These Terms govern your use of the Site, regardless of how you access or use it. By “Site”,
we mean any Internet domain address where these Terms are posted and all features, widgets, applications, content, and
downloads that are operated by us and that are available through or interact with it, and/or post links to these Terms. By
using the Site, you acknowledge and accept the Site’s Privacy Policy and consent to the collection, use and management
of your data in accordance with the Privacy Policy. By using the Site, you further agree that COMPANY may change, alter, or
modify the settings or configurations on your Device (defined below) in order to allow for or optimize your use of the Site.

Eligibility Requirements

  • If you are a minor as per the laws of your jurisdiction, and wish to audition for the program featured on this Site (and if
    such program accepts candidates in that age group), you must ask your parent or legal guardian to register as a user
    on the Site and create an artist Profile Page and give consent for you to enter.
  • Singers are ineligible to compete if singing is their primary source of income, or if they have a management or
    recording contract as a singer with a major label or a production.​
  • Winners cannot compete again for one (1) year from the date of their win.
  • COMPANY reserves the right to make the final assessment regarding any entrant’s eligibility over and above the above
    conditions of entry. Entrants may be asked to sign a legal document and provide proof regarding their eligibility. All
    issues concerning the eligibility of contestants must be addressed, clarified and cleared least seven (7) days prior to
    their respective performance.

COMPETITION PROCEDURE AND ADJUDICATION

Preliminary Round Competition
Contestants will be chosen by COMPANY administration from the submitted audition videos. There will be eight (8)
preliminary rounds (subject to change at COMPANY’s sole discretion). The registration fee is valid for all preliminary rounds.
If a contestant is not chosen to compete in week 1, that contestant may stilld be chosen to compete in a different week.
Auditions shall run Tuesday, Wednesday and Thursday from 7pm to 8pm EST.
Each of the eight (8) videos chosen each week in the preliminary round will be played on COMPANY’s virtual stage from
7pm to 8pm EST on the applicable Sunday.
Voting will remain open for 24 hours starting at 8pm EST, once the preliminary round has ended.
The competition remains available to watch during this voting process.
The winner will be announced and shown on the following Monday at 8pm EST

Semi-finals
The eight (8) contestant videos that received the highest votes during their preliminary round will compete here.
The competition will run between 7pm and 8pm EST, again allowing 24 hrs for the public to watch and vote.
The three contestant videos that received the highest votes will be announced and their videos shown Monday at 8pm EST.

Finals
The three contestant videos that received the highest votes during the semi-finals will compete here.
The competition will run between 7pm and 8pm EST, again allowing 24 hrs for the public to watch and vote.
The winner will be announced, and their video shown Monday at 8pm EST.
Ties
In the event of a tie, the following will govern:
In the preliminary round: COMPANY administration will be the tie breaker.
In the semi-final round: COMPANY administration will be the tie breaker.
In the final round: both entrants will be declared the winner and the cash prize will be split evenly.

Other Notes
The registration fee is valid for all eight (8) preliminary rounds. If you are not chosen in week #1 you may be chosen to
compete in a different week. You may also be asked to compete a second time in the same competition.
One vote per IP address to ensure no multiple voting. Vote count will be displayed publicly. Login to an active account is
required to vote.

USE OF THIS SITE,

Before using the Site, please carefully read these entire Terms, as they constitute a written agreement between you and
COMPANY andthey affect your legal rights and obligations. Each time you access and/or use the Site (other than to simply
read these Terms), you agree to be bound by and comply with these Terms and any Additional Terms then posted.
Therefore, do not use the Site if you do not agree.
The business realities associated with operating the Site are such that, without the limitations that are set forth in these
Terms — such as your grants and waivers of rights, the limitations on our liability, your indemnity of us, and our arbitration of
certain disputes – we would not make the Site available to you.
By accessing and/or using any of the Site, you agree to be bound by these Terms. In some instances, both these Terms and
separate guidelines, rules, or terms of use, service or sale setting forth additional or different terms and/or conditions will
apply to your use of the Site or to a service or product offered via the Site (in each such instance, and collectively,
“Additional Terms“). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will
control unless the Additional Terms expressly state otherwise. Please also review the terms of the Site’s Privacy Policy, which
you accept by using the Site.

FULL DETAILS OF TERMS OF USE

  1. Site Content, Ownership, Limited License, and Rights of Others
  2. Content. The Site contains a variety of: (i) materials and other items relating to COMPANY and its products and services, and similar items from our licensors and other third parties, including all layout, information, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, articles, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Site, and the compilation, assembly, and arrangement of the materials of the Site and any and all copyrightable material (including source and object code); (ii) trademarks, logos, trade names, service marks, and trade identities of various parties, including those of COMPANY (collectively, “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”).
  3. Ownership. The Site (including past, present, and future versions) and the Content are owned or controlled by COMPANY and our licensors and certain other third parties. All right, title, and interest in and to the Content available via the Site is the property of COMPANY or our licensors or certain other third parties, and is protected by Canadian and international copyright, trademark, patent, or other intellectual property rights and laws to the fullest extent possible. COMPANY owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Site.
  4. Limited License. Subject to your strict compliance with these Terms and the Additional Terms, COMPANY grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to: (i) download (temporary storage only), display, view, use, play and/or print one copy of the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non-commercial use only, and (ii) to use certain Content that we may from time to time make available on the Site explicitly for you for use as part of your User-Generated Content (defined below) (“COMPANY Licensed Elements”), but only for such purposes as may be explicitly stated at the time that the COMPANY Licensed Elements are made available on the Site; but we and our licensors and certain other third parties, as the case may be, retain ownership of such COMPANY Licensed Elements. The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in COMPANY’s sole discretion, and without advance notice or liability. In some instances, we may permit you to have greater access to and use of Content and/or COMPANY Licensed Elements, subject to certain Additional Terms.
  5. Rights of Others. In using the Site, you must respect the intellectual property and other rights of COMPANY and others. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. COMPANY respects the intellectual property rights of others. If you believe that your work has been infringed by means of an improper posting or distribution of it via the Site, then please see Section 5and Section 6 below.
  6. Content You Submit and Community Usage Rules
  7. User-Generated Content.
    (i) General. COMPANY may now or in the future offer users of the Site the opportunity to create, build, post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Site messages, auditions, illustrations, files, images, articles, graphics, photos, comments, responses, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, but excluding COMPANY Licensed Elements included therein, “User-Generated Content”). COMPANY may allow you to do this through your Profile Page (defined below), forums, blogs, message boards, social networking environments, content, creation tools, gameplay, social communities, e-mail, and other communications functionality. Subject to the rights and license you grant in these Terms, you retain whatever legally cognizable right, title, and interest that you have in your User-Generated Content and you remain ultimately responsible for it.
    (iii) License to COMPANY of Your User-Generated Content. Except as otherwise described in any applicable Additional Terms, which specifically govern the submission of your User-Generated Content, you hereby grant to COMPANY, and you agree to grant to COMPANY, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User-Generated Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such User-Generated Content and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any User-Generated Content for any purposes whatsoever, including developing, producing, and marketing products and/or services. In order to further effect the rights and license that you grant to COMPANY to your User-Generated Content, you also hereby grant to COMPANY, and agree to grant to COMPANY, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User-Generated Content, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User-Generated Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 2(A) (ii).
    (iv) COMPANY’s Exclusive Right to Manage our Site. COMPANY may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your User-Generated Content, and COMPANY may, in its sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of User-Generated Content without notice or any liability to you or any third party in connection with our operation of User-Generated Content venues in an appropriate manner. Without limitation, we may do so to address content that comes to our attention that we believe is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal or otherwise objectionable or inappropriate, or to enforce the rights of third parties or these Terms or any applicable Additional Terms, including, without limitation, the content restrictions set forth below in the Rules (defined in Section 2(B)). Such User-Generated Content submitted by you or others need not be maintained on the Site by us for any period of time and you will not have the right, once submitted, to access, archive, maintain, or otherwise use such User-Generated Content on the Site or elsewhere.
    (v) Representations and Warranties Related to Your User-Generated Content. Each time you submit any User-Generated Content, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside and are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor who is depicted in or contributed to any User-Generated Content you submit, and that, as to that User-Generated Content, (a) you are the sole author and owner of the intellectual property and other rights to the User-Generated Content, or you have a lawful right to submit the User-Generated Content and grant COMPANY the rights to it that you are granting by these Terms and any Additional Terms, all without any COMPANY obligation to obtain consent of any third party and without creating any obligation or liability of COMPANY; (b) the User-Generated Content is accurate; (c) the User-Generated Content does not and, as to COMPANY’s permitted uses and exploitation set forth in these Terms, will not infringe any intellectual property or other right of any third party; and (d) the User-Generated Content will not violate these Terms (including the Rules) or any Additional Terms, or cause injury or harm to any person.
    (vi) Enforcement. COMPANY has no obligation to monitor or enforce your intellectual property rights to your User-Generated Content, but you grant us the right to protect and enforce our rights to your User-Generated Content, including by bringing and controlling actions in your name and on your behalf (at COMPANY’s cost and expense, to which you hereby consent and irrevocably appoint COMPANY as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).
    1. Community Usage Rules. As a user of the Site, these Community Usage Rules (“Rules”) are here to help you understand the conduct that is expected of members of the Site’s online communities (“Communities”). (i) Nature of Rules. Your participation in the Communities is subject to all of the Terms, including these Rules:
    • Your User-Generated Content. All of your User-Generated Content either must be original with you or you must have all necessary rights in it from third parties in order to permit you to comply with these Terms and any Additional Terms. Your User-Generated Content should not contain any visible logos, phrases, or trademarks that belong to third parties. Do not use any User-Generated Content that belongs to other people and pass it off as your own; this includes any content that you might have found elsewhere on the Internet. If anyone contributes to your User-Generated Content or has any rights to your User-Generated Content, or if anyone appears or is referred to in the User-Generated Content, then you must also have their permission to submit such User-Generated Content to COMPANY. (For example, if someone has taken a picture of you and your friend, and you submit that photo to COMPANY as your User-Generated Content, then you must obtain your friend’s and the photographer’s permission to do so.)
    • No Pictures, Videos, or Images of Anyone Other Than You and Your Friends and Family. If you choose to submit photos to the Site, link to embedded videos, or include other images of real people, then make sure they are of you or of you and someone you know – and only if you have their express permission to submit it.
    • Act Appropriately. All of your Site activities must be venue appropriate, as determined by us. Be respectful of others’ opinions and comments so we can continue to build Communities for everyone to enjoy. If you think your User-Generated Content might offend someone or be embarrassing to someone, then chances are it probably will and it doesn’t belong on the Site. Cursing, harassing, stalking, insulting comments, personal attacks, gossip, and similar actions are prohibited. Your User-Generated Content must not threaten, abuse, or harm others, and it must not include any negative comments that are connected to race, national origin, gender, sexual orientation, physical handicap or any other prohibited grounds of discrimination. Your User-Generated Content must not be defamatory, slanderous, indecent, obscene, pornographic, or sexually explicit.
    • Do Not Use for Commercial or Political Purposes. Your User-Generated Content must not advertise or promote a product or service or other commercial activity, or a politician, public servant, or law.
    • Do Not Use for Inappropriate Purposes. Your User-Generated Content must not promote any infringing, illegal, or other similarly inappropriate activity. User-Generated Content that constitutes “junk mail”, “spam”, “chain letters”, pyramid schemes” or other forms of solicitation is prohibited.
    • Be Honest and Do Not Misrepresent Yourself or Your User-Generated Content. Do not impersonate any other person, user, or company, and do not submit User-Generated Content that you believe may be false, fraudulent, deceptive, inaccurate, or misleading, or that misrepresents your identity or affiliation with a person or company.
    • Others Can See. We hope that you will use the Communities to exchange information and content and have venue appropriate discussions with other members. However, please remember that the Communities are public or semi-public and User-Generated Content that you submit on the Site within a Community may be accessible and viewable by other users. Do not submit personally identifying information (e.g., first and last name together, password, phone number, address, credit card number, medical nformation, e-mail address, or other personally identifiable information or contact information) on Community spaces and take care when isclosing this type of information to others.
    • Don’t Share Other Peoples’ Personal Information. Your User-Generated Content should not reveal another person’s address, phone number, e-mail address, social security number, credit card number, medical information, financial information, or any other information that may be used to track, contact, or impersonate that individual, unless, and in the form and by the method, specifically requested by COMPANY.
    • Don’t Damage the Site or Anyone’s Computers or Other Devices. Your User-Generated Content must not submit viruses, Trojan horses, spyware, or any other technologies or malicious code that could impact the operation of the Site or any computer or other Device.
    • If you submit User-Generated Content that COMPANY reasonably believes violates these Rules, then we may take any legally available action that we deem appropriate, in our sole discretion. However, we are not obligated to take any action not required by law. We may require at any time, proof of the permissions referred to above in a form acceptable to us. Failure to provide such proof may lead to, among other things, the User-Generated Content in question being removed from the Site.
      (ii) Your Interactions With Other Users; Disputes. You are solely responsible for your interaction with other users of the Site, whether online or offline. We are not responsible or liable for the conduct or content of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment in your interactions with others (e.g., when you submit any personal or other information) and in all of your other online activities.
    • Alerting Us of Violations. If you discover any content that violates these Terms, then you may report it to info@cashkaraoke.com For alleged infringements of intellectual property rights, see Section 5and Section 6 below. Site and Content Use Restrictions
    • Site and Content Use Restrictions
    • Site Use Restrictions. You agree that you will not: (i) aside from your purchase of goods or services offered for sale by COMPANY or its affiliates, use the Site for any political or commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, and selling products); (ii) use any meta tags or any other “hidden text” utilizing any COMPANY Trademarks or trade names; (iii) engage in any activities through or in connection with the Site that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to COMPANY; (iv) reverse engineer, decompile, disassemble, reverse assemble, or modify any Site source or object code or any software or other products, services, or processes accessible through any portion of the Site; (v) engage in any activity that interferes with a user’s access to the Site or the proper operation of the Site, or otherwise causes harm to the Site, COMPANY, or other users of the Site; (vi) interfere with or circumvent any security feature of the Site or any feature that restricts or enforces limitations on use of or access to the Site, the Content, or the User-Generated Content; (vii) harvest or otherwise collect or store any information (including personally identifiable information about other users of the Site, including e-mail addresses, without the express consent of such users); (viii) attempt to gain unauthorized access to the Site, other computer systems or networks connected to the Site, through password mining or any other means; or (ix) otherwise violate these Terms or any Additional Terms.
    • Content Use Restrictions. You also agree that, in using the Site: (i) you will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Site by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) you will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout); (iii) you will keep intact all Trademark, copyright, and other intellectual property notices contained in such Content; (iv) you will not use such Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) you will not make any modifications to such Content (other than to the extent of your permitted use of the COMPANY Licensed Elements, if applicable); (vi) you will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or any Additional Terms or with the prior written consent of an officer of COMPANY or, in the case of Content from a licensor, the owner of the Content; and (vii) you will not insert any code or product to manipulate such Content in any way that adversely affects any user experience.
    • Availability of Site and Content. COMPANY may immediately suspend or terminate the availability of the Site and Content (and any elements and features of them), in whole or in part, for any reason, in COMPANY’s sole discretion, and without advance notice or liability.
    • Reservation of All Rights Not Granted as to Content and Site. These Terms and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Site. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by COMPANY and its licensors and other third parties. Any unauthorized use of any Content or the Site for any purpose is prohibited.
    • Accounts
    • If you are a minor based on the laws of your jurisdiction and wish to audition for the program featured on this Site (assuming such program accepts candidates in that age range), you must ask your parent or legal guardian to register as a user on the Site and give their consent in order to create an artist Profile Page.
      In order to upload a child’s audition tape or otherwise register your child to compete in this vocal competition, parents or legal guardians will first need to register through our online registration process here and create a unique personal profile on behalf of your child artist (the “Profile Page”), which will allow you, as the parent, to upload an audition video and/or sign-up your child to participate in this vocal competition. The Site’s practices governing any resulting collection, use, disclosure and management of any personal information you provide to the Site are disclosed in our Privacy Policy.
      During registration, you will create a username and password which may permit you access to certain areas of the Site not available to non-registered users. You agree that: (i) You will not use a username (or e-mail address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive. We may reject the use of any password, username, or e-mail address for any other reason in our sole discretion; (ii) You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it, including on your Profile Page, continuously and promptly to keep it accurate, current, and complete; (iii) You are solely responsible for all activities that occur under your account, password, and username – whether or not you authorized the activity; (iv) You are solely responsible for maintaining the confidentiality of your password and for restricting access to your Device so that others may not access any password protected portion of the Site using your name, username, or password; (v) You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security at: info@cashkaraoke.com; and (vi) You will not sell, transfer, or assign your account or any account rights.
      We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.
      If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, any Additional Terms, or any applicable law, then we may suspend or terminate your account. We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits – all in our sole discretion, for any reason, and without advance notice or liability.
      1. Links by You to the Site
      We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Site, so long as: (a) the links only incorporate text, (b) the links and the content on your website do not suggest any affiliation with COMPANY or cause any other confusion, and (c) the links and the content on your website do not portray COMPANY or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to COMPANY. COMPANY reserves the right to suspend or prohibit linking to the Site for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.
      We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Site, so long as: (a) the links only incorporate text, (b) the links and the content on your website do not suggest any affiliation with COMPANY or cause any other confusion, and (c) the links and the content on your website do not portray COMPANY or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to COMPANY. COMPANY reserves the right to suspend or prohibit linking to the Site for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.
      1. Linked-To Websites; Advertisements; Dealings with Third Parties
      2. Third-Party Content and Sites; Advertisements. The Site may contain links to third-party websites that are not owned, controlled or operated by COMPANY, and the Service may also include links to third-party ads on the Service or otherwise, to or from third-party websites (collectively, “Third-Party Sites”), including websites operated by advertisers, licensors, licensees, and certain other third parties who may have business relationships with COMPANY. COMPANY may have no control over the content, operations, policies, terms, or other elements of Third-Party Sites, and COMPANY does not assume any obligation to review any Third-Party Sites. COMPANY does not endorse, approve, or sponsor any Third-Party Sites, or any third-party content, advertising, information, materials, products, services, or other items. Furthermore, COMPANY is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such sites. Finally, COMPANY will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these Third-Party Sites. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of the Third-Party Sites. COMPANY disclaims all liability in connection therewith.
      3. Dealings with Third Parties. Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Service (including on or via Third-Party Sites or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like). COMPANY disclaims all liability in connection therewith.
      4. Wireless
      5. Wireless Features. The Site may offer certain features and services that are available to you via your wireless Device. These features and services may include the ability to access the Site’s features and upload content to the Site, receive messages from the Site, and download applications to your wireless Device (collectively, “Wireless Features”). Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Device. You should check with your carrier to find out what plans are available and how much they cost. Contact your carrier with questions regarding these issues.
      6. Terms of Wireless Features. You agree that as to the Wireless Features for which you are registered for, we may send communications to your wireless Device regarding us or other parties. Further, we may collect information related to your use of the Wireless Features. If you have registered via the Site for Wireless Features, then you agree to notify COMPANY of any changes to your wireless contact information (including phone number) and update your accounts on the Site to reflect the changes.
      7. Dispute Resolution
      Any dispute, controversy or claim arising out of or relating to this contract including any question regarding its existence, interpretation, validity, breach or termination or the business relationship created by it shall be referred to and finally resolved by arbitration under the Canadian Arbitration Association Arbitration Rules. The place of the arbitration shall be Vancouver, B.C.
      1.Disclaimers
      YOUR ACCESS TO AND USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE, INCLUDING THE CONTENT, IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. Therefore, to the fullest extent permissible by law, COMPANY and its subsidiaries and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, “COMPANY Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:
      (a) the Site (including the Content and the User-Generated Content);
      (b) the functions, features, or any other elements on, or made accessible through, the Site;
      (c) any products, services, or instructions offered or referenced at or linked through the Site;
      (d) security associated with the transmission of your User-Generated Content transmitted to COMPANY or via the Site;
      (e) whether the Site or the servers that make the Site available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device);
      (f) whether the information (including any instructions) on the Site is accurate, complete, correct, adequate, useful, timely, or reliable;
      (g) whether any defects to or errors on the Site will be repaired or corrected;
      (h) whether your access to the Site will be uninterrupted;
      (i) whether the Site will be available at any particular time or location; and
      (j) whether your use of the Site is lawful in any particular jurisdiction.
      EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A COMPANY PARTY, COMPANY PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.
      Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.
      1. Limitations of Company Liability
      UNDER NO CIRCUMSTANCES WILL ANY COMPANY PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages of any kind that are directly or indirectly related to:
      (a) the Site (including the Content and the User-Generated Content);
      (b) your use of or inability to use the Site, or the performance of the Site;
      (c) any action taken in connection with an investigation by COMPANY Parties or law enforcement authorities regarding your access to or use of the Site;
      (d) any action taken in connection with copyright or other intellectual property owners or other rights owners;
      (e) any errors or omissions in the Site’s technical operation; or
      (f) any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.
      The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if COMPANY Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Site).
      Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.
      EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SITE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID COMPANY IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A COURT OR TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE. FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY COMPANY OR A MANUFACTURER OF A PHYSICAL PRODUCT.
      1. Waiver of Injunctive or Other Equitable Relief
      IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SITE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, USER-GENERATED CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY COMPANY (INCLUDING YOUR LICENSED USER-GENERATED CONTENT) OR A LICENSOR OF COMPANY.
      1. General Provisions
      2. Updates to Terms. These Terms (or if applicable Additional Terms), in the form posted at the time of your use of the applicable services to which it applies, shall govern such use (including transactions entered during such use). AS OUR SITE EVOLVES, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE SITE MAY PROSPECTIVELY BE MODIFIED (“UPDATED TERMS”) AND WE MAY CEASE OFFERING THE SITE UNDER THE TERMS OR ADDITIONAL TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED. ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE SITE YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE SITE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE SITE AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE OTHER TERMS FOR YOUR NEW USE AND TRANSACTIONS. Therefore, you should review the posted terms of service and any applicable Additional Terms each time you use the Site (at least prior to each transaction or submission). Updated Terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you. However, terms of use (and any applicable Additional Terms) that applied when you previously used the site will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed. In the event any notice to you of new, revised or additional terms is determined by a court or tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You should frequently check the home page, and the e-mail you associated with your account for notices, all of which you agree are reasonable manners of providing you notice. You can reject any new, revised or additional terms by discontinuing use of the Site and related services.
      3. COMPANY’s Consent or Approval. As to any provision in these Terms or any Additional Terms that grants COMPANY a right of consent or approval, or permits COMPANY to exercise a right in its “sole discretion,” COMPANY may exercise that right in its sole and absolute discretion. No COMPANY consent or approval may be deemed to have been granted by COMPANY without being in writing and signed by an officer of COMPANY.
      4. Applicable Law. These Terms and any Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with, the laws of the province of British Columba and the federal laws of Canada, without regard to its conflicts of law provisions.
      5. Indemnity. You agree to, and you hereby, defend, indemnify, and hold COMPANY Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any COMPANY Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) your User-Generated Content; (ii) your use of the Site and your activities in connection with the Site; (iii) your breach or alleged breach of these Terms or any Additional Terms; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Site or your activities in connection with the Site; (v) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) COMPANY Parties’ use of the information that you submit to us (including your User-Generated Content) (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by COMPANY Parties in the defense of any Claim and Losses. Notwithstanding the foregoing, COMPANYParties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. COMPANY Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of an COMPANY Party.
      6. Operation of Site; Availability of Products and Services; International Issues. COMPANY controls and operates the Site from its Canada-based offices in Canada and COMPANY makes no representation that the Site is appropriate or available for use beyond Canada. If you use the Site from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. The Site may describe products and services that are available only in Canada and are not available worldwide. We reserve the right to limit the availability of the Site and/or the provision of any content, program, product, service, or other feature described or available on the Site to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide.
      7. Severability; Interpretation. If any provision of these Terms, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in these Terms or any Additional Terms, the word will be deemed to mean “including, without limitation,”. The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms.
      8. Communications. When you communicate with us electronically, such as via e-mail and text message, you consent to receive communications from us electronically. We will try to promptly respond to all inquiries but are not obligated to do so. 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. You agree that: (1) we may give you notices of new, revised or changed terms and other important matters by prominently posting notice on the home page of the Site, or in another reasonable manner; and (2) we may contact you by mail or e-mail sent to the address provided by you. You agree to promptly notify us if you change your e-mail or mailing address by updating your Profile Page.
      9. Investigations; Cooperation with Law Enforcement; Termination; Survival. COMPANY reserves the right, without any limitation, to: (i) investigate any suspected breaches of its Site security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms and any Additional Terms, (iii) investigate any information obtained by COMPANY in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms and any Additional Terms, and (vi) discontinue the Site, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to COMPANY under these Terms or any Additional Terms. Upon suspension or termination of your access to the Site, or upon notice from COMPANY, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Site. The provisions of these Terms and any Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to COMPANY in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.
      10. Assignment. COMPANY may assign its rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of COMPANY.
      11. No Waiver. Except as expressly set forth in these Terms or any Additional Terms, (i) no failure or delay by you or COMPANY in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.
      12. Connectivity. You are responsible for obtaining and maintaining all Devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the Site and you will be responsible for all charges related to them.

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