1. Your Acceptance
B. Although we may attempt to notify you when major changes are made to these Terms of Service, you should periodically review the most up-to-date version (http://www.sedai.ca/terms.php). SEDAI may, in its sole discretion, modify or revise these Terms of Service and policies at any time, and you agree to be bound by such modifications or revisions. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
2. SEDAI Website
A. These Terms of Service apply to all users of the Website, including users who are also contributors of video content, information, and other materials or services on the Website.
B. The Website may contain links to third party websites that are not owned or controlled by SEDAI. SEDAI has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, SEDAI will not and cannot censor or edit the content of any third-party site. By using the Website, you expressly relieve SEDAI from any and all liability arising from your use of any third-party website.
3. SEDAI Access Accounts
A. In order to access some features of the Website, you will have to create a SEDAI account. You may never use another’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify SEDAI immediately of any breach of security or unauthorized use of your account.
B. Although SEDAI will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of SEDAI or others due to such unauthorized use.
4. General Use of the Website — Permissions and Restrictions
SEDAI hereby grants you permission to access and use the Website as set forth in these Terms of Service, provided that:
A. You agree not to distribute in any medium any part of the Website, including but not limited to Submissions (defined below), without SEDAI’s prior written authorization.
B. You agree not to alter or modify any part of the Website.
C. You agree not to access Submissions (defined below) or Content through any technology or means other than the Website itself or other means explicitly authorized by SEDAI.
D. You agree not to use the Website for any commercial use, without the prior written authorization of SEDAI. Prohibited commercial uses include any of the following actions taken without SEDAI’s express approval:
- sale of access to the Website or its related services on another website;
- use of the Website or its related services, for the primary purpose of gaining advertising or subscription revenue;
- the sale of advertising, on the SEDAI website or any third-party website, targeted to the content of specific Submissions or SEDAI content;
- and any use of the Website or its related services that SEDAI finds, in its sole discretion, to use SEDAI’s resources or Submissions with the effect of tarnishing the reputation of SEDAI, SEDAI content, or its Submissions.
E. If you link to the Website from your website, you must link to the whole Website and not a portion thereof.
F. You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Website in a manner that sends more request messages to the SEDAI servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, SEDAI grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. SEDAI reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Website, nor to use the communication systems provided by the Website (e.g. comments, email) for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Website with respect to their Submissions.
G. You will otherwise comply with the terms and conditions of these Terms of Service and all applicable local, national, and international laws and regulations.
H. SEDAI reserves the right to discontinue any aspect of the Website at any time.
5. Your Use of Content on the Site
In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of content on the SEDAI Website.
A. The content on the Website, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (“Content”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to SEDAI, subject to copyright and other intellectual property rights under the law. Content on the Website is provided to you AS IS for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of SEDAI. SEDAI reserves all rights not expressly granted in and to the Website and the Content.
B. You may access Submissions solely:
- for your information and personal use;
- as intended through the normal functionality of the SEDAI Service.
C. Submissions are made available to you for your information and personal use solely as intended through the normal functionality of the SEDAI Service. Submissions are made available “as is”, and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded, or otherwise exploited in any manner not intended by the normal functionality of the SEDAI Service or otherwise as prohibited under this Agreement.
D. You may access SEDAI Content, Submissions and other content only as permitted under this Agreement. SEDAI reserves all rights not expressly granted in and to the SEDAI Content and the SEDAI Service.
E. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of Submissions of third parties obtained through the Website for any commercial purposes.
F. You agree not to circumvent, disable or otherwise interfere with security-related features of the Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Website or the Content therein.
G. You understand that when using the Website, you will be exposed to Submissions from a variety of sources, and that SEDAI is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Submissions. You further understand and acknowledge that you may be exposed to Submissions that may be in some way objectionable to you, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against SEDAI with respect thereto, and agree to indemnify and hold SEDAI harmless to the fullest extent allowed by law regarding all matters related to your use of the site.
6. Your Submissions and Conduct
A. As a SEDAI account holder you may submit content (“Submissions”). You understand that whether or not such Submissions are published, SEDAI does not guarantee any confidentiality with respect to any Submissions.
B. You shall be solely responsible for your own Submissions and the consequences of posting or publishing them. In connection with Submissions, you affirm, represent, and/or warrant that: you own or have the necessary licenses, rights, consents, and permissions to use and authorize SEDAI to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Submissions to enable inclusion and use of the Submissions in the manner contemplated by the Website and these Terms of Service.
C. For clarity, you retain all of your ownership rights in your Submissions. However, by submitting Submissions to SEDAI, you hereby grant SEDAI a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Submissions in connection with the Website and SEDAI’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Website (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Website a non-exclusive license to access your Submissions through the Website, and to use, reproduce, distribute, display and perform such Submissions as permitted through the functionality of the Website and under these Terms of Service. The above licenses granted by you in Submissions are perpetual and irrevocable.
D. In connection with Submissions, you further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant SEDAI all of the license rights granted herein.
F. SEDAI does not endorse any Submission or any opinion, recommendation, or advice expressed therein, and SEDAI expressly disclaims any and all liability in connection with Submissions. SEDAI does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and SEDAI will remove all Content and Submissions if properly notified that such Content or Submission infringes on another’s intellectual property rights. SEDAI reserves the right to remove Content and Submissions without prior notice.
7. Account Termination Policy
A. SEDAI will terminate a User’s access to its Website if, under appropriate circumstances, they are determined to be a repeat infringer.
B. SEDAI reserves the right to decide whether Content or a Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. SEDAI may remove such Submissions and/or terminate a User’s access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.
9. Warranty Disclaimer
YOU AGREE THAT YOUR USE OF THE WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, SEDAI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. SEDAI MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. SEDAI DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SEDAI WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND SEDAI WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
10. Limitation of Liability
IN NO EVENT SHALL SEDAI, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SEDAI WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER ORNOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
YOU SPECIFICALLY ACKNOWLEDGE THAT SEDAI SHALL NOT BE LIABLE FOR SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
The Website is controlled and offered by SEDAI from its facilities in Canada. SEDAI makes no representations that the Website is appropriate or available for use in other locations. Those who access or use the Website from other jurisdictions do so at their own volition and are responsible for compliance with local law.
You agree to defend, indemnify and hold harmless SEDAI, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Website; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the SEDAI Website.
12. Ability to Accept Terms of Service
You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service.
These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by SEDAI without restriction.
You agree that: (i) the Website shall be deemed solely based in Ontario, Canada; and (ii) the Website shall be deemed a passive website that does not give rise to personal jurisdiction over SEDAI, either specific or general, in jurisdictions other than Ontario. These Terms of Service shall be governed by the internal substantive laws of Ontario, without respect to its conflict of laws principles. Any claim or dispute between you and SEDAI that arises in whole or in part from the SEDAI Website shall be decided exclusively by a court of competent jurisdiction located in Toronto, Ontario. These Terms of Service and any other legal notices published by SEDAI on the Website, shall constitute the entire agreement between you and SEDAI concerning the Website. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and SEDAI’s failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. SEDAI reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of the SEDAI Website following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. YOU AND SEDAI AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SEDAI WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.