(Last Updated on February 6, 2007)
THESE TERMS AND CONDITIONS CONTAIN LEGAL OBLIGATIONS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING A PMI SITE.
INTRODUCTION
Welcome to the Internet sites of Promodem Media Inc. and its subsidiaries
("PMI"). These Terms and Conditions apply to all PMI Internet
sites which reference these Terms and Conditions, including promodem.com
and canadiannetstakes.com (each a "PMI Site" and collectively
the "PMI Sites"). By using a PMI Site, or any of the products
or services (collectively the "Services") available on a PMI
Site, 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 PMI Site or Service, all as may be modified
by PMI from time to time in its sole discretion (collectively the "Terms
and Conditions"). If you do not agree with these Terms and Conditions,
you may not use a PMI Site or any of the Services on a PMI Site.
Please note that we reserve the right, at our discretion, to change, modify, add, or remove portions of these Terms and Conditions at any time. Please check periodically for changes. Your continued use of a PMI Site following the posting of any changes to these Terms and Conditions will mean you accept those changes.
PRIVACY
For information on how user information is collected, used and disclosed
by PMI in connection with your use of a PMI Site and any of the Services,
please consult our Privacy Policy.
REGISTRATION, ACCOUNTS and PASSWORDS
Certain of the Services and related features made available on a PMI Site
may require registration or subscription. Should you choose to register
or subscribe for any such Services or related features, you agree to provide
accurate and current information about yourself as required by the relevant
registration or subscription process, and to promptly update such information
as necessary to ensure that it is kept accurate and current information
about yourself as required by the relevant registration or subscription
process, and to promptly update such information as necessary to ensure
that it is kept accurate and complete. You agree to be responsible for:
(a) maintaining the confidentiality of any passwords or other account
identifiers which you choose or are assigned as a result of any registration
or subscription on a PMI Site, and (b) all activities that occur under
such password or account. PMI 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 failure to comply with this
Section.
RESTRICTIONS ON USE OF MATERIALS
All material, information and content (collectively "Content")
available on a PMI Site, including the manner in which such Content is
presented, and the Services are: Copyright 2003 Promodem Media Inc., its
affiliates and/or licensors. All rights reserved. Such Content is protected
by Canadian and worldwide copyright laws and treaty provisions. PMI 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 PMI Site or any of the Services, including
without limitation, by caching, framing or similar means, without the
prior written consent of the respective copyright owner of such Content.
TRADEMARKS
PMI, Promodem Media Inc, canadiannetstakes.com, 'where canadians can qualify
to win daily', ' Your Promotions Solution Center' are trademarks of Promodem
Media Inc. All other product, brand and company names and logos used or
mentioned on a PMI 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 PMI Site or any of the Services without the express written
consent of the owner of the trademark is strictly prohibited.
USER CONDUCT
In consideration of the availability, and your use, of a PMI Site or any
of the Services, you agree to comply with all applications laws and these
Terms and Conditions when using such PMI Site or Service. You acknowledge
that PMI may investigate any violations of law and may cooperate with
law enforcement authorities in prosecuting users in this regard. Additionally,
you agree not to:
post, transmit, link to, or otherwise distribute any materials, information or content constituting, advocating or encouraging conduct that would constitute a criminal offense or give rise to civil liability, or otherwise use a PMI Site or any of the Services in a manner which is contrary to law or would serve to restrict or inhibit any other user from using or enjoying a PMI Site, any of the Services, or the Internet;
post, transmit, link to, or otherwise distribute any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful material or information;
post, transmit, link to, or otherwise distribute any information, materials or content (including for greater certainty, software) which contains a virus, cancelbot, trojan horse, worm or other harmful or disruptive component.
RESPONSIBILITY FOR MINORS
In cases where you have authorized a minor to use a PMI 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 PMI 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 PMI
Site may contain material that is inappropriate for minors.
FORUMS AND CONTENT SUBMISSIONS
By uploading materials to any chat board or forum available on a PMI Site
(collectively "Forums") or otherwise submitting any materials
to us through any other content generating or submitting Service on a
PMI Site, you automatically grant (or warrant that the owner of such materials
expressly grants) PMI a world-wide, perpetual, royalty-free, irrevocable
and nonexclusive right and license to use, copy, adapt, transmit, communicate,
publicly display and perform, distribute and create compilations and derivative
works from such submitted materials, for the limited purposes of publishing
and promoting such materials in connection with the Forum or other Service
through which the materials were submitted or generated, and for all promotions
thereof. Such license shall apply with respect to any form, media, or
technology now known or later developed. In addition, you warrant that
all "moral rights" in such materials have been waived.
When participating in a Forum, 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. PMI 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, you may not post, transmit, link to, or otherwise distribute any information, materials or content that do not generally pertain to the designated topic or theme of the particular Forum. Use of a Forum for commercial purposes of any kind is strictly prohibited. Please note that PMI 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.
DISCLAIMER
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) A PMI SITE AND ANY OF THE
SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE"
BASIS AND THAT PMI MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS
(as used in this section "WARRANTIES") OF ANY KIND, WHETHER
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT
AND THAT ANY SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED, AND (B)
PMI SPECIFICALLY MAKES NO WARRANTIES THAT A PMI SITE OR ANY OF THE SERVICES,
INCLUDING ANY CONTENT, INFORMATION, PRODUCTS OR SERVICES OBTAINED FROM
OR THROUGH THE USE OF A PMI SITE OR ANY OF THE SERVICES, WILL BE PROVIDED
ON AN UNITERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS OR THAT SUCH SERVICES
OR THE RESULTS DERIVED THEREFROM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.
DISCLAIMER REGARDING SEARCH CONTENT
Any and all pictures, sounds, sound effects, sound recordings, musical
works, performances, graphics, video, cinematic productions, audio-visual
works and any other works (the "Multimedia Content") located
through a PMI Site's search services are protected by copyright and/or
other intellectual property laws. PMI 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 PMI Site, all of the Multimedia
Content contained on such sites is owned and served by entities other
than PMI. PMI 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 PMI 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.
MONITORING
You acknowledge that PMI has no obligation to monitor a PMI Site or any
content accessible through a PMI Site or any of the Services. However,
you agree that PMI has the right to monitor a PMI Site electronically
from time to time and to disclose any information as necessary to satisfy
any law, regulation or other governmental request, to operate a PMI Site
or any of the Services properly, or to protect itself or its users in
accordance with the Privacy Policy.
MODIFICATIONS
PMI reserves the right, in its sole discretion, to add to, remove, modify
or otherwise change any part of these Terms and Conditions, in whole or
in part, at any time. Except as otherwise expressly contemplated herein,
changes will be effective when notice of such change is posted on a PMI
Site. Please check these Terms and Conditions regularly for updates by
checking the date of "Last Update" at the top of this document.
If any change is not acceptable to you, you must discontinue your use
of a PMI Site and any of the Services immediately. Your continued use
of a PMI Site or any of the Services after any such changes are posted
will constitute acceptance of those changes. Further, PMI reserves the
right to change, modify, suspend or discontinue any aspect of a PMI Site,
Services or Content from time to time without notice or liability and
for any reason whatsoever.
DOWNLOADS AND SHAREWARE
Certain PMI Sites 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 PMI or third parties subject to the terms and conditions made
available to you during the software installation process. Additionally,
you agree that the Software is licensed to you by PMI 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 PMI 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
PMI, 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.
CONTENT LINKED TO A PMI SITE
Please exercise discretion while browsing the Internet. Please note that
certain links on a PMI Site may take you to other websites. PMI provides
these links only as a convenience and not as an endorsement by PMI. These
linked sites are not necessarily under the control of PMI. If you decide
to visit any linked site, you do so at your own risk and it is your responsibility
to take all protective measures to guard against viruses and other destructive
elements. PMI is not responsible for the content of any such linked sites
or any other web page which is not part of a PMI Site and under PMI's
control. Unless otherwise expressly provided, PMI makes no representation
or warranty regarding, and does not endorse, any linked site or the information,
products or services appearing thereon. Accordingly, you agree that PMI
will not be responsible or liable in any way for the accuracy, relevancy,
copyright compliance, legality, or decency of material contained in any
site linked from a PMI Site.
DEALINGS WITH THIRD PARTIES
You acknowledge and agree that your correspondence or business dealings
with any third parties, including any merchants or advertisers, found
on, or through, a PMI 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. PMI assumes no responsibility whatsoever
for any charges you or any user of your account incurs when making purchases
or other transactions in this manner. Further, the responsibility for
ensuring compliance with all applicable laws in connection with any such
transactions shall be your's alone. You agree that PMI 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.
INDEMNIFICATION
You agree to defend, indemnify and hold harmless each of PMI, its affiliates
and licensors and each of their respective officers, directors, employees
and agents, including all third parties mentioned on a PMI 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; (b) your access
to or use of a PMI Site, Services or Content; or (c) your use or reliance
on, or publication, communication or distribution of anything on or from
a PMI 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.
LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL PMI, INCLUDING
ITS AFFILIATES AND LICENSORS, BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING
ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY
DAMAGES, AND ANY DAMAGES FOR LOSS OF PROFITS, SAVINGS, GOODWILL OR OTHER
INTANGIBLE LOSSES, REGARDLESS OF WHETHER PMI HAD BEEN ADVISED OF OR COULD
HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION
WITH: (A) THE USE, INABILITY TO USE OR PERFORMANCE OF ANY OF THE SERVICES
OF A PMI SITE, OR (B) ANY UNAUTHORIZED ACCESS TO OR MODIFICATION TO ANY
OF YOUR CONTENT OR TRANSMISSIONS, OR (C) ANY OTHER MATTER RELATING TO
A PMI SITE OR ANY OF THE SERVICES.
You expressly acknowledge that PMI has entered into this agreement, and has and will make a PMI Site, Content and Services available to you in reliance upon the limitations and exclusions of liability and the disclaimers set forth herein, and that the same form an essential basis of the bargain between you and PMI. You expressly agree that the limitations and exclusions of liability and the disclaimers set forth herein will survive, and continue to apply in the case of, a fundamental breach or breaches, the failure of essential purpose of contract, the failure of any exclusive remedy or termination of this agreement.
GOVERNING LAW/JURISDICTIONAL ISSUES
All PMI Sites and Services are controlled, operated and administered by
PMI from its offices within Canada. PMI makes no representation or warranty
that a PMI Site or any of the Services are appropriate or available for
use at any locations outside Canada. If you access a PMI Site from outside
Canada, you are responsible for compliance with all applicable laws. You
may not export any of the Content accessible through a PMI 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, Canada, 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 to waive any objections based up venue. The United
Nations Convention on Contracts for the International Sale of Goods does
not apply to these Terms and Conditions.
ARBITRATION AND ACTIONS
Any controversy, claim or dispute arising out of or relating to these
Terms and Conditions, your use of any PMI Site or Service 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 here 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.
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 right and confidential information through injunctive or other
equitable relief through the courts.
TERMINATION
You acknowledge and agree that PMI, in its sole and absolute discretion,
may, without notice to you, suspend or terminate your account or your
use of, or access to a PMI Site or any of the Services, and remove and
discard any information or content related to a PMI Site or any of the
Services (and your use thereof), for any reason, including where PMI believes
that you have violated any of these Terms and Conditions. You further
agree that PMI 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 PMI Site or any of the Services or with any terms, conditions,
rules, policies, guidelines, or practices of PMI in operating a PMI Site
or any of the Services, your sole and exclusive remedy is to discontinue
using a PMI Site or any of the Services.
SUBMISSION OF IDEAS AND/OR SUGGESTIONS
PMI is always improving its websites and Services and developing new features.
If you have ideas and/or suggestions regarding improvements or additions,
we would like to hear them - but any submission will be subject to these
Terms and Conditions. UNDER NO CIRCUMSTANCES SHALL ANY DISCLOSURE OF ANY
IDEA AND/OR SUGGESTION OR RELATED MATERIAL TO PMI BE SUBJECT TO ANY OBLIGATION
OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY SUBMITTING THE IDEA
AND/OR SUGGESTION OR ANY RELATED MATERIAL TO PMI, YOU ARE WAIVING ANY
AND ALL RIGHTS THAT YOU MAY HAVE IN THE IDEA AND/OR SUGGESTION OR ANY
RELATED MATERIAL AND ARE REPRESENTING AND WARRANTING TO PMI THAT THE IDEA
AND/OR SUGGESTION OR ANY RELATED MATERIAL ARE WHOLLY ORIGINAL WITH YOU,
THAT NO ONE ELSE HAS ANY RIGHTS IN THE IDEA AND/OR SUGGESTION AND TO USE
THE RELATED MATERIAL IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY PMI,
WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY.
GENERAL PROVISIONS
This agreement is personal to you, and you may not assign your rights
or obligations to anyone. These Terms and Conditions constitute the entire
agreement between PMI and you pertaining to your use of a PMI Site, Services
and Content and supercede any prior agreements between you and PMI with
respect to the subject matter hereof. PMI's failure to insist upon or
enforce strict performance of any right or provision of these 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
these 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. No changes to these Terms and Conditions shall be made except
by a revised posting on this page or except as otherwise expressly contemplated
herein. The parties have required that these 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.
Revision: February 2007
