TERMS OF USE

Last Updated:  November 8, 2019

Please read these Terms of Use carefully.  Use of this platform signifies your agreement to the Terms of Use.

This website, mobile app or digital platform (the “Platform”) is owned and operated by Shaftesbury Inc. (“Shaftesbury”, “we”, “us” and “our”). These terms of use (“Terms of Use”) represent an agreement between Shaftesbury and users or visitors (“you”) to the Platform, regardless of how you access or use it, whether via computer, mobile device or otherwise.

By using this Platform, you signify your agreement to be bound by the Terms of Use. If you do not agree to the Terms of Use or our Privacy Policy Privacy Policy, please do not use this Platform.

We may modify, revise or update the Terms of Use at any time by updating this posting. Each time you use the Platform, the version of the Terms of Use then posted will apply to that use, so you should check this page each time you use the Platform.

Disclaimer

We make no representation that the information contained in this Platform or your access to it is appropriate for you. You are responsible for compliance with local laws which apply at your point of access.

We may, at any time, and without notice or liability, change, suspend, discontinue or even terminate any aspect, or the availability, of any feature of this Platform or impose limits on certain of its features, including restricting your access to all or parts of the Platform.

Ownership

The content of this Platform (the “Content”) is owned by Shaftesbury and/or its related, associated, affiliated, successor, parent and subsidiary entities, or is made available to you by Shaftesbury under license from a third party. Unless otherwise indicated, the Content including without limitation, all Media Material (as defined below), logos, texts, graphics, images, soundtracks, videos, and the collection, organization, arrangement and assembly of the Content of this Platform is the property of Shaftesbury or its licensors and is protected, without limitation, pursuant to Canadian, U.S. and foreign intellectual property, including copyright, trademark and other laws and regulations.

While we are allowing you access to this Platform, you acknowledge that your use of the Content is governed by applicable copyright, trademark or other intellectual property laws. You also agree that the Content of this Platform may not be copied for commercial use or distribution, or modified or posted to other websites, mobile apps or digital platforms, without our prior consent. We do not grant any express or implied right to you to any of the Content of this Platform under any intellectual property laws including, without limitation, patent, copyright or trademark, or otherwise.  Your unauthorized use of the Platform or the Content may violate applicable laws and we reserve all rights to pursue any remedy we may choose.

Platform Security Rules

You are prohibited from violating or attempting to violate the security of the Platform, including, without limitation: (a) accessing data not intended for you or logging into a server or account or accessing a portion of the Platform that you are not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) using any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated interface not authorized by us to access the Platform, copy, scrape or extract content or data from the Platform or otherwise interfere with or modify the rendering of Platform pages or functionality; or (d) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus, cancelbot, Trojan horse, worm or other harmful or disruptive component to the Platform, overloading, “flooding”, “spamming”, “mailbooming” or “crashing”.  Violations of any system or network security may result in civil or criminal liability.

You are prohibited from posting to the Platform or transmitting to or from us any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other materials that violate any law.

We will investigate occurrences that may involve such violations and may involve, and co-operate with, law enforcement authorities in prosecuting users who are involved in such violations.

Media Access

Certain parts of the Platform are password-protected and access is restricted to verified media personnel (“Media Access”).  Those seeking Media Access must contact us at media@shaftesbury.ca to request the password (“Media Password”), which will be updated periodically.  Once your professional credentials have been verified by us, we will email you the Media Password for your use only.  The Media Password may not be shared with anyone else.  Those with Media Access are responsible for maintaining the security of the Media Password.  Do not share this information with any person.  Any personal information collected in order to verify your professional credentials will be dealt with in accordance with our Privacy Policy.

Your Media Access provides you with a limited, non-exclusive, revocable license to download one copy of any logos, texts, graphics or images (“Media Material”) made available by us for such purpose, solely for use or publication via a media outlet that has been verified by Shaftesbury, including without limitation, a newspaper, magazine, journal, blog, television newscast or program.  You must keep intact all copyright and other proprietary notices included on the Media Material. Modification of the Media Material or use of the Media Material for any other purpose is a violation of the intellectual property, and/or proprietary rights of Shaftesbury or our licensors.

We reserve the right to withdraw and/or deny future Media Access to anyone who violates these Terms of Use and to prosecute such violation to the fullest extent of the law.  In the event of termination of Media Access, you will destroy all materials you have downloaded or copied from this Platform.

Non-Solicitation Policy

The sender of any communications to this Platform or otherwise to us shall be responsible for the content and information contained in such communications, including its truthfulness, accuracy and adherence to copyright and other intellectual property laws.

In your communications with us or postings on the Platform, please keep in mind that we do not seek any unsolicited ideas or materials for script and concept development, audiovisual content, products or services, or suggested improvements to the foregoing (collectively, “Unsolicited Ideas and Materials”).  If you submit Unsolicited Ideas and Materials, you hereby grant us the right to use or copy all or a portion of any Unsolicited Ideas and Materials you post on the Platform or send to us, including any ideas, inventions, concepts, techniques or know-how disclosed, for any purposes. Such purposes may include disclosure to third parties and/or developing, creating and/or marketing audiovisual content, or other goods or services.

Any personal information in electronic communications to this Platform is governed by our Privacy Policy.

Links to Other Digital Platforms

Our Platform may provide links or references to websites, mobile apps or other digital platforms operated by third parties. These third party platforms are not governed by the Terms of Use but by other policies that may differ from the Terms of Use. In visiting any third party platform, whether linked to this Platform or otherwise, you do so at your own risk and you assume all responsibility in that regard. We make no representations or warranties regarding, and do not endorse, any third party platform or any content on such platform. We encourage you to review the terms of use of each platform visited before using those platforms.

No Warranties / Limitation of Liability

This Platform is provided on an “as is” basis and you are using it at your own risk. We make no representations or warranties, express or implied, about the Platform or its Content including, without limitation: any warranties as to the operation, availability or stability of this Platform; any warranties as to the accuracy, completeness or timeliness of its Content; any warranties as to the merchantability or fitness of any such information or Content for any particular purpose; or any warranties as to non-infringement of any rights, including, without limitation, intellectual property rights and including the transmission of any such Content from the Platform to you. Any implied warranties, whether statutory or otherwise, on any such matters are hereby expressly excluded to the full extent permitted under applicable laws.

In accessing this Platform or any other you assume all risk associated with any viruses, worms, Trojan horses and other destructive items. You should take any necessary precautions before you access this Platform in respect of any such potential risks.

In no event will we be liable to you or any other person or entity for any kind of loss, damages or injury arising directly or indirectly out of the use or unavailability of this Platform, even if we have been advised by you of the possibility of such loss, damages or injury.

Indemnity

To the full extent permitted by applicable law, you agree to defend, indemnify and hold harmless Shaftesbury, its affiliates and subsidiaries, and each of their employees, officers, directors, consultants, affiliates, subsidiaries, shareholders, related entities and agents from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your unauthorized use of the Platform or your breach of the Terms of Use. We shall provide notice to you promptly of any such claim, suit, or proceeding and may choose in our sole discretion to assist you, at your expense, in defending any such claim, suit or proceeding.

Termination

The Terms of Use will terminate immediately without prior notice from Shaftesbury, if in our sole discretion you fail to comply with any term or provision of the Terms of Use, if you are a repeat infringer of the rights of Shaftesbury or any third party, or if you engage in conduct that is illegal, tortious or that interferes with the technological operation of the Platform. Upon termination, you must destroy all Content obtained from the Platform and all copies thereof, whether made under these Terms of Use or otherwise and you are no longer authorized to access the Platform or that part of the Platform affected by such termination. In such event, the restrictions imposed upon you by the Terms of Use shall still apply. We shall not be liable, obligated or otherwise responsible to any party for damages arising from such termination.  We reserve the right to seek all remedies available to us at law and in equity for violations of the Terms of Use.

Miscellaneous

Governing Law and Jurisdiction:  This Platform is controlled and operated by Shaftesbury from its offices in the Province of Ontario, Canada. These Terms of Use are governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to rules relating to conflict of laws.  Any action relating to the Terms of Use must be brought in Toronto, Ontario, Canada and you irrevocably consent to the jurisdiction of such courts.

Relationship:  The relationship between Shaftesbury and you will be that of independent contractors, and neither of us nor any of our respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other as a result of these Terms of Use or your use of the Platform.

Notices:  All notices and other communications to Shaftesbury under the Terms of Use must be in writing and must be delivered either by mail or by internationally recognized courier service to the contact information set out below under “Contact Us”.  When you contact us, you consent to receive communications from us electronically related to your use of the Platform. You agree that any such communication via email shall constitute legal written communication in compliance with any and all legal notice requirements to the fullest extent permitted by applicable law.

Entire Agreement:  These Terms of Use constitute the sole and entire agreement between you and Shaftesbury with respect to the Platform.  The Terms of Use supersede any other agreement, whether oral or in writing, and render any other agreement regarding the terms of use of the Platform null and void.  If any provision of the Terms of Use shall be declared unlawful, void or for any reason, unenforceable, then that provision shall be deemed severable from the Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

Waiver:  If you do not comply with the Terms of Use, and we do not take action right away, this does not mean that we are waiving or giving up any rights that we may have, including, but not limited to, taking action in the future.

Assignment:  The Terms of Use and any rights, licenses and privileges granted by the Terms of Use, may not be transferred or assigned by you, but may be assigned or transferred by Shaftesbury without restriction and without notice to you.

Interpretation:  The division of the Terms of Use into paragraphs or other subdivisions and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of the Terms of Use.

Language of Agreement:  The parties have agreed that this contract and all related documents be drafted in English. Les parties aux présentes ont demandé et convenu que le présent contrat et tout document y afférent soient rédigés en anglais.

Contact Us

If you have any questions or comments about these Terms of Use or the Platform, please visit the “Contact Us” section on the Platform or contact us as set out below:

Scott Garvie
Senior Vice President, Business & Legal Affairs
18 Logan Avenue
Toronto, Ontario M4M 2M8
Tel: 416 363-1411 x 115

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