Last updated: Jan 15th, 2016
In these Terms of Service, "you" refers to the person accessing or using the website(s) located at www.chillwall.com and other online areas operated by Chillwall Inc. (individually and collectively, the "Site"). “Chillwall”, “Company” “we”, “us”, etc. refers to the company that operates the Site. We hope you enjoy our Site. In order to make it a safe, secure and useful environment for you and our other users, and to ensure that our Site is operated in accordance with all laws, we have adopted the following Terms of Service which we believe to be reasonable, and which you accept through use of our site.
1. Acceptance of Terms through Use
Chillwall permits users, and in some cases third parties, to post information and links about specific events ("Events") to Chillwall. One function of Chillwall is to use information provided by Chillwall’s users to suggest Events to those users by matching that information with the information provided about Events. When the Site suggests an Event, this is done by an automated search engine and the suggestions are based solely on the information provided by users, your user inputs and the information provided about Events. As we point out below in Section 3, we do not independently verify the accuracy of any information provided about Events or vet the Events themselves. Even if the Event is suggested by Chillwall, you are solely responsible for obtaining additional information and making informed decisions as to whether or not you should attend.
If you choose to attend an Event or take any action based on information posted to Chillwall about an Event, please remember that Chillwall does not make any commitments about the accuracy of this information or the suitability of a particular Event for your purposes. Please make sure you review the disclaimers and limitation of liability set forth below, particularly those emphasized by being written in all capital letters.
If you post information to the Site about an Event we do not independently verify the accuracy of what you post. Although (as we note in Sections 4 and 5 below), we retain the right to remove any content you post to the Site, including content about Events, and you are solely responsible for any content you post to the Site. Without limiting Sections 4 and 5 below, you are responsible for ensuring all of the following before posting any information to the Site, and you agree to be liable to Chillwall if any and all damages which result from any the following statements not being true:
- You have the necessary trade-mark rights, copyrights and other intellectual property rights necessary to post any information, and to grant the licenses to Chillwall and its users for any information posted by you to be redistributed on the Site;
- The information posted by you is not obscene, vulgar, threatening, abusive, contrary to any laws, defamatory, or otherwise prohibited from publication by Chillwall on the Internet.
- The information posted by you is not intentionally misleading, or otherwise negligent or harmful to potential users of the Site, whether or not you owe them any duty of care.
- You have not breached any of the Terms of Service.
3. Links to Third Party Sites & Services
4. Intellectual Property
You acknowledge that all content and materials available on this Site, including the selection, coordination, arrangement and enhancement of such content as well as content original to it or its Licensors are protected by national and international copyrights, trademarks, service marks, patents, patent registration rights, trade secrets, know-how or other proprietary rights and laws and are owned by Chillwall or our licensors or Chillwall has obtained the necessary permission of the owner of the intellectual property in such content to use the content on our Site. Unless otherwise indicated, all logos, names, package designs and marks on the Site are trademarks or service marks of, or used under license by, Chillwall. The use or misuse of any of these materials is strictly prohibited. Chillwall, our licensors or associates retain exclusive ownership of all data, material and other information regarding your use of the Site. Company does not grant any licence to you by virtue of this Agreement of these intellectual property rights, except for the limited right to use the Site in accordance with this Agreement. Any product and/or trade names that are mentioned on the Site or are provided as part of the Services may be trade-marks of their respective owners. Company reserves all rights that are not expressly granted to you in this Agreement. Company’s licensors retain exclusive ownership of all data, material, text, software, scripts, graphics, photos, sounds, interactive features and the trade-marks and logos contained therein ("IP"). The IP is owned by or licensed to Company, subject to copyright and other intellectual property rights under Canadian law and international conventions. Content provided by Company is provided to you for your information and personal use only and may not be used, copied, reproduced, modified, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Company and/or the respective owners.
5. Lawful Use/Obligations
You agree to use the Site or its contents for lawful purposes and only as expressly permitted in these Terms of Service and for no other purpose. Except where otherwise noted, you may download, print or view individual pages for non-commercial use only, provided you do not delete or change any of the information, including copyright or trade-mark notices. Except as otherwise permitted herein and as we may expressly authorize, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from the content or materials on the Site or otherwise in any way exploit any of the content of the Site, in whole or in part. Systematic retrieval of data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database or directory in any form whatsoever without our written permission is strictly prohibited. You agree that you will not post or transmit through the Site any form of virus, worm, Trojan horse or other malicious code, or 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, damage Company or other parties, or otherwise violate any law, or which, without Chillwall's express prior approval, contains advertising or any solicitation with respect to products or services. You will not attempt to gain access to secured portions of the Site to which you do not possess access rights. You will not use any automatic or manual process to search or harvest information from the Site. You also agree not to post any material protected by copyright, trademark or other proprietary rights without the express permission of the owner of the copyright, trademark or other proprietary rights and the burden of determining that any material is not protected by copyright rests with you. Any conduct by you that in our discretion restricts or inhibits any other user from using or enjoying Chillwall or to interfere in any way with the proper functioning of the Site will not be permitted and will be a breach of these Terms of Service.
6. Use at own Risk
The Site has many features available for both the general public and members to enjoy such as bulletin boards, interactive forums, contests, surveys, games and the ability for members to create their own personal profile in where they can publish information such as their interests, photos, recipes etc. We do not control the messages, information or files delivered to the Site, unless otherwise noted therein, and we have no obligation to monitor the Site. Use of the Site by you is entirely at your own risk. However, we reserve the right at all times to disclose any information arising out of or relating to transmissions through the Site including without limitation as necessary to satisfy any law, regulation or governmental request, and further reserve the right to edit, refuse to post or to remove any information or materials, in whole or in part, that in our sole discretion are objectionable or in violation of these Terms and Conditions. You should assume that communications on the Site’s public forums are not confidential.
7. Member Content
You understand that all materials, including without limitation, information, data, text, photographs, graphics, video, and email messages or other kinds of messages ("Member Content"), whether publicly posted or privately transmitted or posted to, or as part of, an Event, are the sole responsibility of member from whom such Member Content originated. You are entirely responsible for all Member Content that you upload, publish, post, email, transmit, or otherwise make available on the Site.
You acknowledge that we do not pre-screen Member Content, but that we and our designees have the right, but not the obligation, in their sole discretion to refuse to publish and/or remove any content and or Member Content from the Site.
Without limitation, by using the Site you agree not to:
- Publish, upload, post, email, or otherwise make available any content, as determined by us, that is harmful, threatening, abusive, stalking, harassing, defamatory, vulgar, obscene, pornographic, libelous, invasive of another person’s safety, hateful, racially, ethnically or otherwise objectionable or unlawful. including without limitation any transmission constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, provincial, national or foreign law and including publishing, uploading, or posting inaccurate or misleading information about an Event or otherwise making misrepresentations about an Event.
- Post or transmit any information, software or other material which violates or infringes upon the rights of others, including material which is an invasion of privacy or publicity rights or which are protected by copyright, trade-mark or other proprietary right or derivative works with respect thereto, without first obtaining permission from the owner or right holder;
- Publish, upload, post, email, transmit or otherwise make available any illegal solicitation, unsolicited or unauthorized advertising, promotional materials, junk mail or spam;
- Post or transmit any information, software or other material which contains a virus or other harmful component; or
- Intentional or routinely disrupt the enjoyment of the Site by other users.
Any conduct by you that in our sole discretion is a breach of the foregoing Site rules, or restricts or inhibits any other user from using or enjoying the Site may result in your access to the Site being restricted, legal or criminal proceedings being commenced against you, or any other remedies available to Chillwall and its other users. We reserve the right, in our sole discretion, to terminate your access to all or part of the Site, with or without notice and for any reason whatsoever, subject to applicable laws.
8. User's Grant of License
By posting or submitting content to the Site, you grant Chillwall and its worldwide licensees or assignees a perpetual, non-exclusive and royalty-free licence to use, reproduce, display, perform, adapt, edit, modify, distribute and promote the content in any form, anywhere and for any purpose. You also warrant and represent that you own or otherwise control all of the rights to the content you post or submit to the Site and that our public posting and use of your content will not infringe or violate the rights of any third party, including, but not limited to, any privacy, publicity, copyright, trade-mark, trade secret rights, unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such Content to Company. Chillwall shall retain the right, but not the obligation, to monitor, edit or otherwise change your posting or other content, submitted to the Site, without your permission. You further represent and warrant that you are the age of majority in your province of residence, or possess custodial parental or guardian consent and are fully able and competent to adhere to the terms, conditions, representations and warranties set forth herein; you will abide and comply with these Terms of Service; you will provide accurate information when creating an account; you are solely responsible for your User ID and the activity that occurs while signed in, including any content submissions, such as discussion posts, profile information, links, pictures, and other such content.
9. DISCLAIMER OF WARRANTIES:
10. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL CHILLWALL, ITS PARENT, SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, CONSULTANTS, CONTRACTORS OR LICENSORS, BE LIABLE FOR ANY DAMAGES IN LAW OR IN EQUITY, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, INABILITY TO USE, OR MISUSE (INCLUDING, WITHOUT LIMITATION, ANY VIOLATION OF THESE TERMS OF SERVICE) OF THE SITE, OR FROM INFORMATION PROVIDED ON THE SITE INCLUDING, WITHOUT LIMITATION, INFORMATION ABOUT EVENTS, OR FROM ANY INTERACTION WITH PERSONS MET THROUGH OR ON THE SITE, OR FROM 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, AND THE RISK OF ANY INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS INCLUDING ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. OUR LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
You agree to defend, indemnify, and hold Chillwall, its affiliates, subsidiaries and parent company and each of their respective employees, officers, directors, shareholders, agents, consultants and licensees harmless from and against any and all liabilities, claims, damages, costs or debt and expenses, including attorney's fees, that arise from (i) your use or misuse of the Site, including without limitation your violation of the Terms of Service herein; (ii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iii) any claim that any Member Content submitted by you causes damage to a third party. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defences. This defence and indemnification obligation will survive these Terms of Service and your use of the Site.
12. Monitoring Content
Chillwall shall have the right, but not the obligation, to monitor the content of the Site, including chat rooms and forums, to determine compliance with this Agreement and any operating rules established by Chillwall and to satisfy any law, regulation or authorized government request. Chillwall shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on the Site without your permission. Without limiting the foregoing, Chillwall shall have the right to remove any material that it, in our sole discretion, finds to be in violation of the provisions hereof or otherwise offensive or objectionable. Notwithstanding the foregoing, Chillwall is not responsible for the content that you or any user posts on any forum on the Site and your reliance on any such content is solely at your own risk.
13. Local Laws
By choosing to access the Site from any location other than the Province of Ontario, you accept full responsibility for compliance with all local and federal laws that are applicable. Chillwall makes no representation that materials on the Site are appropriate or available for use in locations outside such Province, and accessing them from territories where their contents are illegal is prohibited.
14. Security and Privacy and Non-Confidentiality
The services and information provided are protected using industry standard security precautions. It is up to you to fully understand the risks and threats of using the public Internet, and to be sufficiently aware of those risks to adequately protect your confidential information. Chillwall provides information regarding Security and Privacy at www.chillwall.com. This document is provided as a guideline only, and it is up to the user to remain current and exercise care when using the Internet. You should seek professional advice on protecting your privacy and evaluating the security of the information systems you are using.
For contractual purposes, you (a) consent to receive communications from Company and/or its agents in an electronic form; and (b) agree that all Terms of Service, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights. You acknowledge and agree that your name, birth date, gender, phone number and email address (the
15. Choice of Law
These Terms of Service shall be construed in accordance with the laws of the Province of Ontario and the Federal laws of Canada applicable therein, without regard to its conflict of laws rules. You expressly agree that any claim or action arising out of or relating to these Terms of Service or your use of the Site (including non-contractual disputes or claims) shall be filed only in the courts of the Province of Ontario or the Federal Court of Canada, if applicable, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.
16. Integration and Severability
17. Unauthorized Use and Termination
You agree to use the Site only for authorized and legal activities. Chillwall reserves the right, in our sole discretion, to terminate your access to all or part of the Site, with or without notice and for any reason whatsoever.
18. Privacy and Disclosure