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| 1. Definitions. "CDNOH - CDN Open House" (CDNOPENHOUSE.COM) is a service operated by CDN OPEN HOUSE ENTERPRISES ("CDNOH-ENT."), consisting of information services and content provided by CDNOH-ENT., and possibly by affiliates of CDNOH-ENT. and other third parties. "Subscriber" means each person who establishes or accesses a connection ("Account") for access to and use of CDNOH. 2. General. (A) This Agreement, which incorporates by reference other provisions applicable to use of CDNOH, including, but not limited to, supplemental terms and conditions set forth in paragraph 14 hereof ("Supplemental Terms") governing the use of certain specific material contained in CDNOH , sets forth the terms and conditions that apply to use of CDNOH by Subscriber. By using CDNOH (other than to read this Agreement for the first time), Subscriber agrees to comply with all of the terms and conditions hereof. The right to use CDNOH is personal to Subscriber and is not transferable to any other person or entity. Subscriber is responsible for all use of Subscriber's Account (under any screen name or password) and for ensuring that all use of Subscriber's Account complies fully with the provisions of this Agreement. Subscriber shall be responsible for protecting the confidentiality of Subscriber's password(s), if any. (B) CDNOH-ENT. shall have the right at any time to change or discontinue any aspect or feature of CDNOH, including, but not limited to, content, hours of availability, content access, and equipment needed for access or use. (C) Any fees charged via credit card or paid by any other method by Subscriber to CDNOH-ENT are NON-REFUNDABLE. (D) CDNOH-ENT will not sell or trade personal information (provided by Subscriber) to other companies. 3. Changed Terms. CDNOH-ENT shall have the right at any time to change or modify the terms and conditions applicable to Subscriber's use of CDNOH , or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on CDNOH , or by electronic or conventional mail, or by any other means by which Subscriber obtains notice thereof. Any use of CDNOH by Subscriber after such notice shall be deemed to constitute acceptance by Subscriber of such changes, modifications or additions. 4. Equipment. Subscriber shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of CDNOH and all charges related thereto. 5. Subscriber Conduct. (A) Subscriber shall use CDNOH for lawful purposes only. Subscriber shall not post or transmit through CDNOH any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without CDNOH-ENT express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct by a Subscriber that in CDNOH-ENT discretion restricts or inhibits any other Subscriber from using or enjoying CDNOH will not be permitted. Subscriber shall not use CDNOH to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of users to become subscribers of other on-line information services competitive with CDNOH . (B) CDNOH contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of CDNOH are copyrighted as a collective work under the Canadian copyright laws. CDNOH-ENT owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. Subscriber may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. Subscriber may download copyrighted material for Subscriber's personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of CDNOH-ENT and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. Subscriber acknowledges that it does not acquire any ownership rights by downloading copyrighted material. (C) Subscriber shall not upload, post or otherwise make available on CDNOH any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with Subscriber. Subscriber shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any public area of CDNOH , Subscriber automatically grants, or warrants that the owner of such material has expressly granted ONav the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. Subscriber also permits any other Subscriber to access, view, store or reproduce the material for that Subscriber's personal use. Subscriber hereby grants CDNOH-ENT the right to edit, copy, publish and distribute any material made available on CDNOH by Subscriber. (D)Correct E-mail. Subscriber agrees and warrants that Subscriber has access to the Internet and to a current functional personal e-mail address. CDNOH-ENT will not be liable for any undelivered e-mail communications or any costs Subscriber incurs for maintaining Internet access and an e-mail account. Subscriber has an obligation to provide CDNOH-ENT with a correct and operational e-mail address, and to notify CDNOH-ENT promptly as to any changes or cancellations of any and all e-mail addresses provided to CDNOH-ENT. Failure to provide CDNOH-ENT with a current, working, functional, personal e-mail address, and/or failure to update CDNOH-ENT in a change or cancellation of an e-mail address, or if CDNOH-ENT has reason to believe that either have occurred, may result in the cancellation of Subscriber's subscription. (E) Passwords. Subscriber may not reveal Subscriber's Account password(s) to anyone else, nor may Subscriber use anyone else's password. CDNOH-ENT is not responsible for losses incurred by Subscribers as the result of their misuse of passwords. (F) The foregoing provisions of Section 5 are for the benefit of CDNOH-ENT, its subsidiaries, affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf. 6. Disclaimer of Warranty; Limitation of Liability. (A) SUBSCRIBER EXPRESSLY AGREES THAT USE OF CDNOH IS AT SUBSCRIBER'S SOLE RISK. NEITHER CDNOH-ENT, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT OMNINAV WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF CDNOH , OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH CDNOH . (B) CDNOH IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT. (C) THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. SUBSCRIBER SPECIFICALLY ACKNOWLEDGES THAT CDNOH-ENT IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER SUBSCRIBERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH SUBSCRIBER. (D) IN NO EVENT WILL CDNOH-ENT, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING CDNOH, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE CDNOH . SUBSCRIBER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON CDNOH . (E) IN ADDITION TO THE TERMS SET FORTH ABOVE NEITHER, CDNOH-ENT, NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN OMNINAV , OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES. NEITHER, CDNOH-ENT, NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS WARRANT OR GUARANTEE THE TIMELINESS, SEQUENCE, ACCURACY OR COMPLETENESS OF THIS INFORMATION. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THE RESULTS OBTAINED FROM THE USE OF THE INFORMATION. 7. Monitoring. CDNOH-ENT shall have the right, but not the obligation, to monitor the content of CDNOH , to determine compliance with this Agreement and any operating rules established by CDNOH-ENT and to satisfy any law, regulation or authorized government request. CDNOH-ENT shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on CDNOH . Without limiting the foregoing, CDNOH-ENT shall have the right to remove any material that CDNOH-ENT, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable. 8. Indemnification. Subscriber agrees to defend, indemnify and hold harmless CDNOH-ENT, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of the use of CDNOH by Subscriber or Subscriber's Account. 9. Termination. Either CDNOH-ENT or Subscriber may terminate this Agreement at any time. Without limiting the foregoing, CDNOH-ENT shall have the right to immediately terminate Subscriber's Account in the event of any conduct by Subscriber which CDNOH-ENT, in its sole discretion, considers to be unacceptable, or in the event of any breach by Subscriber of this Agreement. The provisions of Sections 5(B), 5(C), 5(D), 6, 8, 10 and this Section 9 shall survive termination of this Agreement. 10. Trademarks. CDNOH, CDNOH-ENT. and CDN Open House Enterprises are trademarks of CDNOH-ENT, Inc. All rights reserved. All other trademarks appearing on CDNOH are the property of their respective owners. 11. Third Party Content. With regard to some content, CDNOH-ENT is a distributor (and not a publisher) of content supplied by third parties and Subscribers. Accordingly, CDNOH-ENT has no more editorial control over such content than does a public library, bookstore, or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, Subscribers or any other user of CDNOH , are those of the respective author(s) or distributor(s) and not of CDNOH-ENT. Neither CDNOH-ENT nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose. (Refer to Section 6 above for the complete provisions governing limitation of liabilities and disclaimers of warranty.) In many instances, the content available through CDNOH represents the opinions and judgments of the respective information provider, Subscriber, or other user not under contract with CDNOH-ENT. CDNOH-ENT neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on CDNOH by anyone other than authorized CDNOH-ENT employee spokespersons while acting in their official capacities. Under no circumstances will CDNOH-ENT be liable for any loss or damage caused by a Subscriber's reliance on information obtained through CDNOH-ENT . It is the responsibility of Subscriber to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through CDNOH-ENT . Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content. 12. Miscellaneous. This Agreement and any operating rules for CDNOH established by CDNOH-ENT constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. This Agreement shall be construed in accordance with the laws of the British Columbia and Canada. If any portion of this agreement is found to be unenforceable or unlawful, all other portions remain in effect. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. 13. Copyrights and Copyright Agent. CDNOH-ENT respects the rights of all copyright holders and in this regard, CDNOH-ENT has adopted and implemented a policy that provides for the termination in appropriate circumstances of subscribers and account holders who infringe the rights of copyright holders. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide CDNOH-ENT the following information 1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; 2. Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; 3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; 4. Information reasonably sufficient to permit us to contact the complaining party; 5. A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and 6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. CDNOH-ENT's Copyright Agent for notice of claims of copyright infringement on or regarding this site can be reached as follows: copyright@cdnopenhouse.com For any questions or requests other than copyright issues, please contact info@cdnopenhouse.com |
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