LAST UPDATED: June 26th, 2018
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE USING THE CWN WEBSITE.
The CWN WEBSITE (including https://www.cwn.news/ and any other website(s) managed, operated and/or administered by or on behalf of Crea World News (the “Company,” “we,” “us,” and “our”), together with any successors to such website(s), the “CWN WEBSITE”) provides users with access to content and services related to us, including audiovisual content, images, text, data and other similar content and services. Use of the CWN WEBSITE by you (“you”, “your”) is governed by the provisions of these Terms and Conditions, which constitute an agreement between you and the Company (the “Agreement”).
By accessing the CWN WEBSITE, you confirm having read and understood this Agreement. If you do not wish to be bound by this Agreement, do not use the CWN WEBSITE. Further, by using the CWN WEBSITE, you confirm that you are of legal age to enter into this Agreement or, if you are not, that you have obtained parental or guardian consent to enter into this Agreement. If you are not of legal age to enter into this Agreement and have not obtained parental or guardian consent to enter into this Agreement, then you may not use the CWN WEBSITE.
Without limiting the generality of the foregoing, these Terms and Conditions will also apply if you access the CWN WEBSITE through a Third Party Application (as defined below).
IF YOU ARE AT ANY TIME DISSATISFIED WITH THIS AGREEMENT OR THE CWN WEBSITE, YOUR SOLE REMEDY IS TO CEASE USING THE CWN WEBSITE.
We reserve the right to change, amend, or update this Agreement, in whole or in part, from time to time at our sole discretion, and you agree to be bound by such modifications, alterations, or updates once they are posted on the CWN WEBSITE. You can determine when this Agreement was last revised by referring to the “LAST UPDATED” legend at the top of this Agreement. Your continued use of the CWN WEBSITE following the posting of changes to this Agreement will mean that you accept those changes, provided that any material change to this Agreement shall not apply retroactively to any claim or dispute between you and us in connection with this Agreement that arose prior to the “LAST UPDATED” date applicable to that version of this Agreement in which we included such material change. If you do not agree to any changes made to this Agreement, do not use the CWN WEBSITE.
We may, at any time, modify or discontinue all or part of the CWN WEBSITE, remove or edit any materials or content on the CWN WEBSITE (including terminating, changing, suspending or discontinuing any aspect of the CWN WEBSITE), charge, modify or waive fees required to use the CWN WEBSITE; offer opportunities to some or all CWN WEBSITE users, subject to any restrictions placed on our exercise of such rights under applicable law; or add or withdraw any services from the CWN WEBSITE. We will not be liable to you or any other person or entity for doing so.
Third party beneficiaries
Except for the persons and entities associated with the Company and each person or entity controlled by or under common control with the Company (collectively, the “Affiliates”), each of which is entitled to the benefit of each provision of this Agreement and each and every other agreement between you and the Company or any of the Affiliates: (i) this Agreement and each and every provision hereof is for the exclusive benefit of the Company and you and not for the benefit of any third party, and (ii) no third party shall be entitled to rely upon or enforce this Agreement or be a third-party beneficiary hereof. You acknowledge that, notwithstanding that each Affiliate may not be party to this Agreement, each Affiliate shall have the full right and entitlement to take the benefit of and enforce the rights, indemnities, disclaimers and limitations of liability provided in this Agreement in favor of the Company and may directly enforce, invoke or otherwise apply such rights, indemnities, disclaimers and limitations of liability against you, or anyone claiming rights of any nature whatsoever through you. You agree that the Company may enforce any rights, indemnities, disclaimers and limitations of liability for and on behalf of any of its Affiliates and, in such event, you will not, in any proceeding to enforce the rights, indemnities, disclaimers and limitations of liability by or on behalf of any Affiliate, assert any defense thereto based on the absence of authority or consideration or privity of contract, and you hereby irrevocably waive the benefit of any such defense.
Information You submit Through the CWN WEBSITE
• IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONAL INFORMATION OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH OR IN CONNECTION WITH THE CWN WEBSITE, YOU DO SO AT YOUR OWN RISK.
• Registration: User Names and Passwords
• You may be required to register or create an account in order to access certain areas or features of the CWN WEBSITE, for example, to post Submissions (as defined hereinafter). With respect to any such registration or account, you may not use (and we may refuse to grant you) any user name or e-mail address that belongs to or is already being used by another person; that may be construed as impersonating another person; that violates the intellectual property or other rights of any person; that is offensive; or that we reject for any other reason in our sole discretion. You are responsible for maintaining the confidentiality of any password you may use to access the CWN WEBSITE, and you agree not to transfer your password or user name, or lend or otherwise transfer your use of or access to the CWN WEBSITE, to any third party. You are fully responsible for all interactions with the CWN WEBSITE that occur in connection with your user name, registration or account. You agree to immediately notify the Company of any unauthorized use of your password or user name or any other breach of security related to your registration or account on the CWN WEBSITE, and to ensure that you “log off” and exit from the CWN WEBSITE (if applicable) at the end of each session. We are not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations. The Company has no obligation to inquire as to the authority or propriety of any use of or action taken under your password, user name, registration or account, and will not be responsible for any loss to you arising from any such use or action, or from your failure to comply with this provision.
Rules of Conduct
• While using the CWN WEBSITE, you agree to comply with all applicable laws, rules and regulations, and to respect the rights and dignity of others. In addition, your use of the CWN WEBSITE is conditioned on your compliance with the rules of conduct set forth herein, and failure to comply with this Agreement and/or these rules of conduct (including without limitation your engagement in any copyright infringement through or in connection with the CWN WEBSITE) may result in suspension or termination of your access to the CWN WEBSITE.
• You agree to only use the CWN WEBSITE to make legitimate inquiries.
• You agree not to post, transmit, or otherwise make available through the CWN WEBSITE:
• Any information or materials that are or may be, or the posting, transmission or use of which is or may be: (a) threatening, harassing, degrading, abusive, hateful or intimidating; (b) defamatory or libelous; (c) fraudulent or tortuous; (d) unlawful, obscene, indecent, pornographic, sexual or otherwise objectionable; or (e) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right except with the express written consent of the owner of such right.
• Any material that would give rise to criminal or civil liability; that encourages conduct that constitutes a criminal offense; that promotes gambling; or that encourages or provides instructional information about illegal activities or activities such as “hacking,” “cracking,” or “phreaking.”
• Any virus, worm, Trojan horse, Easter egg, time bomb, malware, spyware, or other computer code, file, or program that is harmful or invasive or that may, or is intended to, damage, hijack, disable, interfere with, intercept or disrupt the operation of, or monitor the use of, any hardware, software, equipment, data or information.
• Any unsolicited or unauthorized advertisements, promotional material, “junk mail,” “spam,” “chain letter,” “pyramid scheme” or investment opportunity, or any other form of solicitation that is not expressly approved by the Company in advance.
• Any unsolicited e-mail messages related to the Company to any individual without his/her prior knowledge and prior consent or otherwise in violation of any law, rule or regulation.
• Any personal information of another individual, without the prior lawful consent of such individual.
• Any material, non-public information about a company, without the proper authorization to do so.
- You further agree not to:
• Use the CWN WEBSITE for any fraudulent or unlawful purpose.
• Use the CWN WEBSITE to defame, abuse, harass, stalk, threaten, “bully,” or otherwise violate the legal rights of others, including without limitation others’ privacy rights or rights of publicity, or to harvest or collect information about users of the CWN WEBSITE.
• Impersonate any person or entity, including without limitation any employee, agent or other representative of the Company; including by (a) falsely stating or otherwise misrepresenting your affiliation with any person or entity in connection with the CWN WEBSITE; or (b) expressing or implying that we endorse any statement you make.
• Interfere with or disrupt the operation of the CWN WEBSITE or the servers or networks used to make the CWN WEBSITE available; or violate any requirements, procedures, policies or regulations of such networks.
• Use the CWN WEBSITE to (a) advertise or offer to sell or buy any goods or services for any business purpose, or otherwise promote any services, businesses or opportunities, or (b) solicit CWN WEBSITE visitors or users to visit, become members of, subscribe to, or register with any commercial online service or other organization; in each case, without the Company’s express prior written consent.
• Reproduce, duplicate, copy, sell, resell, link to or otherwise exploit for any commercial purposes, any portion of, use of, or access to, the CWN WEBSITE.
• Modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the CWN WEBSITE.
• Remove any copyright, trademark or other proprietary rights notice from the CWN WEBSITE or from materials originating from the CWN WEBSITE.
• Frame or mirror any part of the CWN WEBSITE.
• Create a database by downloading and storing CWN WEBSITE content.
• Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape”, “data mine” or in any way gather CWN WEBSITE content or reproduce or circumvent the navigational structure or presentation of the CWN WEBSITE without the Company’s express prior written consent.
• Additionally, you acknowledge and agree that you (to the complete exoneration of the Company) are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, and services needed to access and use the CWN WEBSITE, and for paying all charges related thereto.
• Generally. The CWN WEBSITE may contain areas where you are able to post information and materials including, without limitation, text, images, photographs, graphics, music, videos, audiovisual works, ideas, suggestions, submissions, data, reviews, comments, information, files, links and other materials (each, a “Submission”). For purposes of clarity, you retain ownership of any Submissions that you post, subject to the provisions of this Agreement (including the license grant in Section 6.3 below). You hereby acknowledge and agree that you do not have any rights to use or incorporate into any Submission or other materials, any content or materials owned by us or any of the Affiliates, or our or their respective licensors or suppliers (collectively, the “Company Content”). For the sake of clarity, the Company, the Affiliates or our or their respective licensors or suppliers, as applicable, shall retain ownership of the Company Content.
• Submissions. You agree that you will not post any false or inaccurate Submissions or delete or revise any Submissions that were not posted by you. You are responsible for your own Submissions and are responsible for the consequences of your Submissions.
• License Grant. For each Submission that you post, you hereby grant to us and the Affiliates a world-wide, royalty free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable, and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to: (i) reproduce, distribute, transmit, perform and display (publicly or otherwise), make available to the public, adapt, modify, edit, translate, make, sell, offer to sell, import, and otherwise use and exploit (and have others exercise such rights on behalf of us or the Affiliates, through multiple tiers) such Submission, any ideas accompanying, related to, or embodied in such Submission, and any materials embodying, incorporating, or derived from such Submission, in any format or media now known or hereafter developed; (ii) create derivative works from such Submission (including without limitation by incorporating such Submission into any other work, or into our, the Affiliates’ or our or their respective designees’ products or services); (iii) exercise all trademark, publicity and other proprietary rights with regard to such Submission; (iv) use your name, photograph, portrait, picture, voice, likeness and biographical information as news or information and for advertising or promotional purposes, whether or not in connection with your Submission; and (v) use your Submission (including the contents thereof and any derivative works thereof) for any advertising or promotional purposes. IF YOU DO NOT WISH TO GRANT THE RIGHTS PROVIDED IN THIS SECTION 6.3, PLEASE REFRAIN FROM POSTING ANY SUBMISSIONS ON THE CWN WEBSITE.
• Disclaimers. It is possible that CWN WEBSITE visitors will post information or materials on the CWN WEBSITE that are wrong or misleading or that otherwise violate this Agreement. We, the Affiliates and our and their respective directors, officers, employees, agents, representatives, licensors and providers do not endorse and are not responsible for any information or materials made available through the CWN WEBSITE or your use of or reliance on such information or materials. All Submissions will be deemed to be non-confidential and may be (i) disclosed to the general public and (ii) used by us without (A) any confidentiality or other non-disclosure obligations or (B) compensation to you or any third party. We reserve the right, at any time and in our sole discretion, to set limits on the number and size of Submissions that may be posted on the CWN WEBSITE or the amount of storage space available for Submissions. The Company is not responsible for any improper use of Submissions by third parties. Any use of Submissions by third parties in a manner contrary to applicable laws and regulations or this Agreement is beyond the Company’s control and, consequently, the Company is not liable.
• Acknowledgement. You hereby acknowledge and agree that (i) you have received good and valuable consideration in exchange for the rights granted by you hereunder in and to any Submission that you post, which consideration includes, without limitation, the ability to participate in activities on the CWN WEBSITE and the possibility that publicity or favorable exposure may arise from our or the Affiliates’ use of such Submission or any derivative works incorporating or embodying such Submission; and (ii) you are not entitled to any further compensation for any use or other exploitation of such Submission by us or the Affiliates or any other person or entity in connection with the rights in such Submission that have been granted hereunder and/or that are available under applicable law.
Because of the large number of ideas and works that the Company has already developed, or that have been suggested to us by third parties, the possibility exists that any Submission that you may make through the CWN WEBSITE is similar to information, ideas, suggestions, submissions or other material already known to us. By disclosing any Submission through the CWN WEBSITE, you agree that (a) no confidential relationship is established by virtue of such Submission and that the material is not submitted in confidence and (b) no obligation of any kind is assumed by, nor may be implied against, the Company by virtue of such Submission. Moreover, no liability shall result from the use of such Submission by the Company.
• Representations and Warranties. You hereby represent and warrant that: (i) you have the legal right and authority to enter into this Agreement; (ii) you solely own, or otherwise have the full right and permission to exploit, all of the rights in, to, and under any Submission that you post and to grant the rights and licenses set forth herein, and with respect to any third party materials that appear in or are otherwise incorporated or embodied in any Submission that you post, you have obtained express, written clearances from all owners of and rights holders in such third party materials as necessary to grant the rights and licenses set forth herein; (iii) any Submissions that you post, and the use thereof by us, the Affiliates, our and their respective designees, and other users of the CWN WEBSITE do not and shall not infringe or violate any patent, copyright, trademark, trade secret, or other intellectual property rights or other rights of any third party; (iv) any Submission that you post is not confidential and does not contain any confidential information; (v) in creating, preparing and posting any Submission, you (A) have complied and will comply in all respects with all applicable laws, rules (including without limitation our rules of conduct set forth in Section 5 above), and regulations and (B) have not violated and will not violate any understanding by which you are explicitly or implicitly bound (including without limitation any agreement with any third party) and (vi) you have obtained the written consent, release, and/or permission of every identifiable individual who appears in any Submission that you post, to use such individual’s name and likeness for purposes of using and otherwise exploiting such Submission(s) in the manner contemplated by this Agreement, or, if any such identifiable individual is under the age of majority, you have obtained such written consent, release and/or permission from such individual’s parent(s) or guardian(s) and from any other entity from whom such consent, release or permission is required (and, in each case, you agree to provide to us a copy of any such consents, releases and/or permissions upon our request). If you do post a Submission that contains the likeness of an identifiable individual, we strongly encourage you not to include any identifying information within such Submission, such as the individual’s name or address.
• Waiver. To the extent permitted under applicable law, you agree to forever release, discharge and waive all claims against us, the Affiliates and our and their respective directors, officers, employees, agents, representatives, licensors and providers from, and covenant not to initiate, file, maintain, or proceed upon, any claims, demands, actions, losses, costs, damages, liabilities, judgments, settlements or expenses (including without limitation reasonable attorneys’ fees) that relate in any way to this Agreement and/or the use of any Submission in a manner consistent with the rights granted under this Agreement, including without limitation any claim for misappropriation. Additionally, to the extent permitted under applicable law, you hereby waive and assign to the Company any and all rights that you may have under laws worldwide that concern “moral rights” or “droit moral,” or similar rights, in connection with any Submission (and you hereby represent and warrant that you have obtained clear, express written waivers and assignments from any applicable third parties with respect to any and all rights that such third parties may have under such laws in connection with any Submission that you post). At any time upon our request, you shall: (i) take or cause to be taken all such actions as we may reasonably deem necessary or desirable in order for us and the Affiliates to obtain the full benefits of this Agreement and any licenses and assignments granted by you hereunder, and (ii) execute a non-electronic hard copy of this Agreement.
• No Obligation to Use. We shall determine in our sole discretion whether or not to exercise any right granted to us under this Agreement, and we shall have no obligation to (i) use or otherwise exploit any Submission or (ii) include any Submission on the CWN WEBSITE or in any other services or materials.
• The Company is committed to promoting online courtesy and reducing online content that is unlawful, defamatory, offensive, insulting, disrespectful, malicious, accusatory or objectionable. The Company accordingly reserves the right to modify or delete any Submissions of that nature.
• If you become aware of any unlawful, defamatory, offensive, insulting, disrespectful, malicious, accusatory or objectionable material(s) on the CWN WEBSITE, you can contact us by email at email@example.com with a description of the material(s) at issue and the URL or location of such materials.
• THE COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY FAILURE TO STORE SUBMISSIONS. YOU SHOULD TAKE MEASURES TO PRESERVE COPIES OF ANY submissions YOU POST ON THE CWN WEBSITE.
Intellectual Proprietary Rights
• We, the Affiliates and/or our and their respective licensors own the CWN WEBSITE and the articles, information, materials, files photos and images made available on or through the CWN WEBSITE (collectively, the “CWN Content”). The CWN Content is protected by copyright, trademark, patent and/or other proprietary rights and laws. The Company hereby grants you a limited non-exclusive, non-transferable license to use and display on your computer or any other electronic access device, the CWN Content, for your own personal and non-commercial use only, provided that you do not modify the CWN Content. Except as expressly provided herein, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, retransmit, republish, post, communicate, circulate, broadcast or create derivative works based on all or any part of the CWN WEBSITE or any of the CWN Content, including, without limitation, by caching, framing, deep-linking or similar means, without the express prior written consent of the respective copyright owner of such CWN Content.
• To request permission from the Company to republish any of the CWN Content, please write to us at firstname.lastname@example.org.
• We, the Affiliates and/or our or their respective licensors own the trade names, trademarks and service marks on the CWN WEBSITE, including without limitation “CWN” and “CREA WORLD NEWS”. All trademarks and service marks on the CWN WEBSITE not owned by us or the Affiliates are the property of their respective owners. You may not use our trade names, trademarks or service marks in any manner, including any manner that is likely to cause confusion. Nothing contained herein or on the CWN WEBSITE should be construed as granting any license or right to use any trade names, trademarks or service marks without the express prior written consent of the owner.
• UNAUTHORIZED USE OF THE CWN WEBSITE (INCLUDING WITHOUT LIMITATION ANY SOFTWARE USED TO MAKE THE CWN WEBSITE AVAILABLE) MAY SUBJECT YOU TO MONETARY DAMAGES AND OTHER CIVIL AND CRIMINAL PENALTIES INCLUDING, WITHOUT LIMITATION, FOR COPYRIGHT INFRINGEMENT.
• The CWN Content is protected by the copyright and trademark laws of Canada and foreign jurisdictions; unauthorized or improper use of the CWN Content may result in violation of those laws.
Third Party Applications
• YOU AGREE THAT YOUR USE OF ANY THIRD PARTY APPLICATION IS AT YOUR SOLE RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH THIRD PARTY APPLICATION AND WITHOUT WARRANTIES OF ANY KIND BY THE COMPANY. UNDER NO CIRCUMSTANCES WILL THE COMPANY or any of THE affiliates or our or their respective directors, officers, employees, agents, representatives, licensors or providers BE LIABLE FOR DAMAGES ARISING FROM ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY APPLICATION OR FOR ANY INFORMATION, CONTENT, SERVICES OR PRODUCTS PROVIDED BY OR THROUGH ANY THIRD PARTY APPLICATION.
• The Company shall have the right, at any time and at its sole discretion, to block links from any Third Party Application to the CWN WEBSITE through technological or other means without prior notice.
• YOU ASSUME ALL RESPONSIBILITY AND RISK WITH RESPECT TO YOUR USE OF THE CWN WEBSITE AND ALL SERVICES, THIRD PARTY APPLICATIONS, INFORMATION AND MATERIALS MADE AVAILABLE THROUGH THE CWN WEBSITE, THE CWN CONTENT, WHICH ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND WE, THE AFFILIATES, AND OUR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS AND SERVICE PROVIDERS DISCLAIM ALL STATUTORY AND IMPLIED REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE AND NONINFRINGEMENT. THE COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT THE CWN WEBSITE OR ANY SERVICES, THIRD PARTY APPLICATIONS, INFORMATION, CONTENT, MATERIALS, FUNCTIONS, ADVICE, RESULTS AND SERVICES MADE AVAILABLE THROUGH THE CWN WEBSITE WILL BE ACCURATE, RELIABLE, COMPLETE, OR COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE. ANY RELIANCE ON OR USE OF THE CWN WEBSITE OR ANY SERVICES, THIRD PARTY APPLICATIONS, INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE CWN WEBSITE SHALL BE AT YOUR SOLE RISK. WITHOUT LIMITING THE FOREGOING, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY (A) REGARDING THE STATEMENTS, ACTS OR OMISSIONS OF ANY COMPANY REPRESENTATIVES OR ANY THIRD PARTIES; (B) THAT THE CWN WEBSITE WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO THE CWN WEBSITE WILL BE UNINTERRUPTED OR SECURE; (C) THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR (D) THAT THE CWN WEBSITE OR THE SERVERS OR NETWORKS THROUGH WHICH THE CWN WEBSITE ARE MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
• The CWN WEBSITE may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the CWN WEBSITE. If you become aware of any unauthorized third party alteration to the CWN WEBSITE, please write to us at email@example.com with a description of the material(s) at issue and the URL or location on the CWN WEBSITE of such materials.
• The CWN WEBSITE may contain advertisements by third parties. Unless otherwise expressly stated on the CWN WEBSITE, the Company does not endorse or make any representations or recommendations as to the quality, or accuracy of any of the products and/or services featured in, or linked to, any advertisement that appears on the CWN WEBSITE.
• The CWN WEBSITE may make available certain information provided by third parties related to various professional fields such as, without limitation, medicine and other health and fitness related matters, science and technology, engineering, business, law, accounting and financial planning and investments (collectively, the “Professional Information”). The Professional Information is provided for educational and entertainment purposes only and should not be interpreted as a recommendation or endorsement for a specific treatment plan, product, service or course of action. Use of the CWN WEBSITE does not replace consultations with a qualified medical, legal, financial or other relevant professional. In addition, while the Professional Information is frequently updated, this information changes rapidly and therefore, some of the Professional Information may be out of date. You agree that all risk associated with the use of, or reliance on, any of the Professional Information rests with you. You further agree that the Company 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, any such Professional Information.
Limitation of Liability
IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OR ANY OF OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS OR PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES , LOSSES OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR CONTRACTUALLY OR EXTRA-CONTRACTUALLY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, FAULT OR OTHERWISE) OF ANY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED ARISING FROM OR IN ANY WAY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE PERFORMANCE OF, OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THE CWN WEBSITE, NOR FOR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF SALES, LOSS OF REVENUE, LOSS OR INTERRUPTION OF BUSINESS, LOSS OF USE, LOSS OF DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE CWN WEBSITE (INCLUDING WITHOUT LIMITATION IN CONNECTION WITH YOUR USE OR RECEIPT OF ANY THIRD PARTY APPLICATIONS), OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF THE COMPANY OR SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. THE COMPANY IS NOT RESPONSIBLE FOR ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR SUBMISSIONS, TRANSMISSIONS OR DATA OR FOR ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED. THE COMPANY IS NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PERSON OR ENTITY (INCLUDING WITHOUT LIMITATION ANY COMPANY REPRESENTATIVE), OR ANY INFRINGEMENT BY A THIRD PARTY OF ANOTHER’S INTELLECTUAL PROPERTY, PRIVACY OR OTHER RIGHTS. IN NO EVENT SHALL THE COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT, THE CWN WEBSITE, OR YOUR USE OF OR INABILITY TO USE THE CWN WEBSITE EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR USING OR ACCESSING THE CWN WEBSITE.
Applicable law may not allow for exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above exclusions or limitations may not apply to you, and you may have additional rights.
Except to the extent prohibited under applicable law, you will be solely responsible for and agree to defend, indemnify and hold harmless the Company, the Affiliates, and its and their respective directors, officers, employees, agents, representatives, licensors and providers from and against any and all allegations, claims, liabilities, actions, damages, demands, costs and expenses, causes of action, including attorney’s fees, and other proceedings (“Claims”) arising from or related to any of the following: (a) your use of, inability to use, or activities in connection with the CWN WEBSITE; (b) any violation of this Agreement or any other Company terms, conditions or policies by you; (c) any Submission or other materials that you make available through the CWN WEBSITE (including without limitation any Claim that such Submission or other materials or the use thereof caused damage to, or infringed or otherwise violated the intellectual property, privacy, or other rights of, any third party); or (d) your violation of any rights of any CWN WEBSITE visitor, user, or customer, or any other third party; and you agree to reimburse the Company, the Affiliates and its and their respective directors, officers, employees, agents, representatives, licensors or providers on demand for any damages, losses, costs, judgments, fees, fines and other expenses they incur including attorneys’ fees (and judicial and extra-judicial fees and disbursements) as a result of any such Claim(s).
suspension or restriction of CWN WEBSITE access
You agree that the Company, in its sole discretion, may suspend, restrict or terminate your access to or use of the CWN WEBSITE, at any time and for any reason, including without limitation if the Company believes that you have violated or acted inconsistently with the letter or spirit of this Agreement (including without limitation your failure to comply with the rules of conduct set forth in Section 5 above). Upon any such suspension, restriction or termination, your right to use the CWN WEBSITE will immediately cease. You agree that any suspension, restriction or termination of your access to or use of the CWN WEBSITE may be effected without prior notice and that the Company may immediately deactivate or delete any user name and/or password used by or provided to you, and all related information and files associated therewith, and/or bar any further access to such information or files. You agree that the Company shall not be liable to you or any third party for any suspension, restriction or termination of your access to the CWN WEBSITE.
Governing Law; Dispute Resolution
• This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.
• You agree that any dispute or claim arising out of or relating to this Agreement or your access to or use of the CWN WEBSITE must be submitted exclusively to binding arbitration under the authority of the Canadian Arbitration Association in accordance with its Expedited Arbitration Rules. The arbitration must take place in Toronto, Ontario and must be decided by one (1) arbitrator. The decision of the arbitrator will be final and binding on all parties to the dispute.
• You acknowledge and agree that your contractual relationship with the Company is unique and that any judicial or arbitration proceedings directly or indirectly arising out of or in relation to this Agreement and any relationship between you and the Company and/or any of the Affiliates, and its and their respective directors, officers, employees, agents, representatives, licensors or providers, will be considered unique on its facts. You accordingly waive any right or entitlement to join any complaint, action or cause of action presented for arbitration or any proceeding with any complaint or dispute between the Company, any of the Affiliates, or its or their respective directors, officers, employees, agents, representatives, licensors or providers, and any other person. You hereby waive your right to bring or join in any class, collective, multi-party or group action or proceeding, whether in arbitration or in any court or agency. Any arbitration or proceeding must be on an individual, segregated basis and not consolidated or combined with any other proceeding or claims of other parties, and the parties and the arbitrator or judiciary, as the case may be, will have no authority or power to proceed with any claim on a class, collective, multi-party or group basis, or to otherwise join or consolidate any claim with any other claim or proceeding involving third parties.
• If any provision of this Agreement shall be deemed to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.
• Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.
• Notices to you may be made by posting a notice (or a link to a notice) to the CWN WEBSITE, by e-mail, or by regular mail at any address you provide to us when making an inquiry or otherwise, in the Company’s discretion. Without limitation, you agree that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
• Except as expressly set forth herein, nothing in this Agreement is intended to or shall confer on any person (other than the parties and their respective successors or permitted assigns) any rights, remedies, obligations or liabilities.
• The parties have expressly requested and required that this Agreement and all other related documents be drawn up in the English language. In the event this Agreement is available in a language other than English and the English version and such other version diverge, the English language version of this Agreement shall prevail.