Use Terms of Agreement
Welcome to ProjectSpeaker.com! These terms govern your use of our website and our use of any content you submit to our website. Read on...
1. Your Submission of Content to ProjectSpeaker.com
1.1 "Our Website" means the ProjectSpeaker.com website owned by Project Speaker Inc. (herein referred to as "Us", "Our" or "We"). Your access, use and/or contribution of content (collectively, "Use" or "Using"), be it in the form of data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images, (herein referred to as "Content") to Our Website is subject to the provisions of this legal agreement (herein referred to as the "Terms") agreed between you and Us.
2. Accepting the Terms
2.1 To Use of Our Website you must agree to the Terms. Do not Use Our Website if you do not accept the Terms.
2.2 You accept the Terms by:
(A) clicking to accept or agree to the Terms, where this option is made available to you by Our Website in the user interface; or
(B) by actually Using Our Website. In this case, you understand and agree that We will treat your Use as acceptance of the Terms from that point onwards.
2.3 Before you continue, you should print off or save a local copy of the Terms for your records.
IF YOU DO NOT ACCCEPT THE TERMS, DO NOT CLICK YOUR ACCEPTANCE AND/OR DO NOT USE OUR WEBSITE.
3. Language of the Terms
3.1 Where Our Website has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with Us.
3.2 If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.
4. Use of Content by Us and Our Partners
4.1 We have subsidiaries, affiliated legal entities and contractual partners around the world (collectively, "Our Partners").
By posting or submitting Content on or to Our Website (regardless of the form or medium with respect to such content, whether text, videos, photographs, audio or otherwise), you automatically grant (or warrant that the owner of such materials expressly grants) Us and Our Partners and licensors a world-wide, perpetual, royalty-free, irrevocable and non-exclusive right and license to use, copy, store, adapt, modify, translate, publish, transmit, communicate, publicly display and perform, distribute and create compilations and derivative works from such submitted materials and to use such content on Our Website for its purposes and for promotional, marketing and other purposes without restriction. Such license will apply with respect to any form, media or technology, electronic or print, now known or later developed. In addition, you warrant that all "moral rights" in such materials have been waived.
4.2 You shall be solely responsible for your Content and the consequences of posting, publishing or distributing your Content on or through Our Website. In connection with each submission of Content by you, you affirm, represent, and warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all such submissions to enable inclusion and use of such submissions in the manner contemplated by us and these Terms; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in such submissions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of such submissions in the manner contemplated by us and these Terms. In furtherance of the foregoing, you agree that you will not: (i) submit Content 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 and distribute the material and to grant us all of the rights granted herein; (ii) publish falsehoods or misrepresentations that could damage us or any third party; (iii) use Our Website, including any content thereon, to harm minors or anyone in any way; (iv) impersonate any person or entity, including, but not limited to, any of our officials, or falsely state or otherwise misrepresent your affiliation with a person or entity; (v) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any local, provincial, national, or international law, or is otherwise inappropriate; (vi) collect or provide funds, directly or indirectly, in order to carry out terrorist crimes, contribute to or facilitate the activities or a terrorist group, or instruct anyone to carry out a terrorist activity; (vii) post advertisements or solicitations of business; or (viii) collect or store personal data about Our Website users without their express consent or in connection with the prohibited conduct and activities set forth above.
4.3 You acknowledge that We do not screen Content submitted by you, but that We reserve the right to screen, review, flag, filter, modify, refuse or remove any or all Content or not publish or otherwise distribute Content submissions without prior notice.
5. Proprietary rights
5.1 You acknowledge and agree that We own all legal right, title and interest in and to Our Website.
5.2 Unless We agree otherwise in writing, nothing in the Terms gives you a right to use any of Our Website’s trade names, trade-marks, service marks, logos, domain names, and other distinctive brand features.
5.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with Our Website, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms.
5.4 Subject to Our rights and licenses you grant to Us hereunder, You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, Our Website and we acknowledge and agree that we obtain no right, title or interest from you (or your licensors) under these Terms in or to any of your Content, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Our Website, you agree that you are responsible for protecting and enforcing those rights and that Our Website has no obligation to do so on your behalf.
5.5 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within Our Website.
6. Your passwords and account security
6.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with Our Website.
6.2 Accordingly, you agree that you will be solely responsible to Us for all activities that occur under your account.
6.3 If you become aware of any unauthorized use of your password or of your account, you agree to notify Us immediately.
7. Privacy and your personal information
7.2 You agree to the use of your data in accordance with Our privacy policies.
8. Our Relationship with You
8.1 You agree that you are not entitled to, and, do not expect any wages or compensation whatsoever from us for any of your Content. You must obtain and pay for Your own computer, Internet access, third-party clearances and licenses and everything else you need to create and submit your Content to us. You agree that you are not under our direction or control and that you cannot hold yourself out as our agent or representative or attempt to bind us to any obligations.
9. You Indemnify Us
9.1 You Will Be Responsible for Any Harm We Suffer as a Result of Your Violation of These Terms or Any Breach by You of Your Representations and Warranties. You agree to indemnify and hold harmless Us, Our Partners and our affiliates, and Our/their respective members, directors, officers, managers, employees, shareholders, agents, and licensors, from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation by you of these Terms or any breach by you of your representations and warranties hereunder. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification. In such event, you shall provide us with such cooperation as is reasonably requested by us.
10. Our Liability is Limited
10.1 Our Liability to You is Limited. We, Our Partners and Our/their other affiliates, and their respective members, directors, officers, managers, employees, shareholders, agents and licensors are not liable for incidental, indirect, consequential, special, punitive, or exemplary damages of any kind, including, without limitation, lost revenues or profits, loss of business or loss of data, in any way related to these terms (including our breach thereof), Our Website or for any claim, loss or injury based on errors, omissions, interruptions or other inaccuracies in Our exercise of Our rights hereunder (including, without limitation, as a result of breach of any warranty or other provision of these Terms), even if We have been advised of the possibility of such damages.
11.1 Any Dispute With Us Will be Governed by Ontario Law. These Terms shall be governed by the laws of Canada and the Province of Ontario, applicable to agreements made and to be performed therein without regard to conflict of laws principles.
11.2 Waiver and Severability of Terms. If we fail to exercise or enforce any right or provision of these Terms, this shall not constitute waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you agree that the court should endeavour to give effect to the intent of the provision in question, and the other provisions of these Terms remain in full force and effect.
11.3 Further Assurances. You agree to use reasonable efforts to do, make, execute, deliver, or cause to be done, made, executed, or delivered, all such further acts, documents, and things as we may reasonably require from time to time for the purpose of giving effect to these Terms, including regularly reviewing the Terms and updating your registration information.
11.4 Changes. These terms may change from time to time. If you have provided us with your email address, We will send you an email notice when we make changes to these terms. By Your Use of Our Website subsequent to the change, you will be deemed to agree to such amendment. In the event you do not accept any amended terms, do not continue to Use Our Website.
June 14, 2012