Please read the following Terms of Use (the “Agreement”) carefully. By accessing this Website and any pages hereof, you agree to be bound by the terms and conditions below. If you do not agree with the terms and conditions of this Agreement and Privacy Policy located at www.xxxtoronto.com/privacy (“Privacy Policy”), please do not access or use www.xxxtoronto.com

This Agreement sets out for the terms and conditions that apply to your access and use of the Website owned and operated by Mike Multimedia Inc., an Ontario corporation carrying on business as XXXTORONTO.COM and its affiliates (the “Company”), including, but not limited to, the Website located at www.xxxtoronto.com (the “Website”). By acccessing, visiting, using and/or submitting information to the Website, you agree to be bound by the terms and conditions of this Agreement and the Privacy Policy, including any changes or revisions to this Agreement and the Privacy Policy, which the Company may make in the future at its sole discretion.

Compliance with this Agreement

You represent that you have the capacity to be bound by this Agreement. If you are acting on behalf of a company or other entity, you have the authority to bind such company or entity. You agree not to bypass any security and/or access feature on this Website. Additionally, the Website does not assume any responsibility or liability for any misrepresentations regarding your capacity. In order to determine your compliance with this Agreement, the Company may monitor your access and use of the Website in accordance with the Privacy Policy.

Company’s Intellectual Property Rights

The names “XXXTORONTO”, “XXXTORONTO.COM”, “MIKE MULTIMEDIA INC.”, and XXXTORONTO.COM’s domain names, graphics, logos, page headers, button icons, and scripts are registered and/or unregistered trademarks, tradenames, trade dress and service marks of the Company (the “Intellectual Property”). You may not use the Intellectual Property without the prior express written permission of the Company, which permission may be withheld at Company’s sole discretion. Company makes no proprietary claim to any third-party trademarks, tradenames, trade dress and service marks appearing on the Website. Any third-party trademarks, tradenames, trade dress, and service marks are the property of their respective owners.

Copyright

The information, data, software and content viewable on, contained in, or downloadable from the Website (hereinafter the “Content”), including, without limitation, all text, graphics, charts, pictures, photographs, images, line art, bitmaps, icons, video and audio clips, streaming data, animation, and downloadable materials are copyrighted by, or otherwise licensed to, the Company or its Content suppliers. The Company owns a copyright in the selection, coordination, arrangement, presentation, display and enhancement of the Content (hereinafter the “Collective Work”).

You shall be solely responsible for any damage resulting from your infringement of the Company’s or any third party’s intellectual rights regarding the Intellectual Property, the Content, the Collective Work and/or any other harm incurred by Company or its affiliates as a direct or indirect result of your copying, distributing, redistributing, transmitting, publishing or otherwise using the same for purposes that are contrary to the terms and conditions of this Agreement.

Notice of Infringement of Intellectual Property

The Company respects the intellectual property rights of others, and we ask you do the same.
Company reserves the right at any time to disable access to the Website or information, content, materials, products or services included on or associated with the Website, so as to remove any information, content, materials, products or services claimed to be infringing or based on facts or circumstances from which infringing activity is apparent. It is the firm policy of the Company to terminate the account of copyright infringers, when appropriate, and the Company will act expeditiously to remove access to all information, content, materials, products or services included on or associated with the Website that infringe on any third-party’s intellectual property rights.

Limited License to Use Content

The Company grants you a limited, non-exclusive, non-transferable personal license to access, print or otherwise make personal use of the Content and the Collective Work in the form of: (i) one machine-readable copy; (ii) one backup copy; and (iii) one print copy, for your non-commercial use, provided that you shall not delete any proprietary notices or materials provide on such Content and/or Collective Work. All Content and/or Collective Work shall be for private non-commerical use only, and all other uses are strictly prohibited. Any unauthorized use of the Content or Collective Work terminates this limited license effective immediately. This is a license to use and access the Website for its intended purpose and is not a transfer of title. The Company reserves the right to terminate this license at any time if you breach or violate any provision of this Agreement, in which case you will be obligated to immediately destroy any information or materials you have downloaded, printed or otherwise copied from this Website.

Without the express prior written permission of the Company, which permission may be withheld at Company’s sole discretion, you may not:

(a) duplicate the Website or any of the Materials contained therein (except as expressly provided herein);

(b) create derivative works based on the Website or any of the Content and/or the Collective Work contained therein;

(c) use the Website or any of the Content and/or the Collective Work contained therein for any public display, public performance, sale or rental;

(d) re-distribute the Website or any of the Content and/or the Collective Work contained therein;

(e) remove any copyright or other proprietary notices from the Website or any of the Content and/or the Collective Work contained therein;

(f) frame or utilize any framing techniques in connection with the Website or any of the Content and/or the Collective Work contained therein;

(g) use any meta-tags or any other “hidden text” using the Intellectual Property, Content and/or the Collective Work;

(h) “deep-link” to any page of the Website (including the homepage);

(i) circumvent any encryption or other security tools used anywhere on the Website (including the theft of user names and passwords or using another person’s user name and password in order to gain access to a restricted area of the Website);

(j) use any data mining, robots or similar data gathering and extraction tools on the Website;

(k) decompile, reverse engineer, modify or disassemble any of the software aspect of the Content and/or the Collective Work, except and only to the extent permitted by applicable law;

(l) bookmark any page of the Website beyond the registration or member log-in screen.

Interference

Except where expressly permitted by law, you may not translate, reverse-engineer, decompile, disassemble or make derivative works from the Website or the information, content, materials, products or services included on or associated with the Website. You hereby agree not to use any automatic device or manual process to monitor or reproduce the Website or the information, content, materials, products or services included on or associated with the Website, and will not use any device, software, computer code, or virus to interfere or attempt to disrupt or damage the Website or any communications on it.

Electronic Communications

When you visit the Website or send electronic messages to the Company, you are communicating with the Company electronically. You consent to receive communications from the Company electronically. Although the Company may choose to communicate with you by regular mail, Company may also choose to communicate with you by electronic messages or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications that the Company provides to you electronically satisfy any legal requirement that such communications be in writing.

Your Responsibility for Equipment and Service Costs

You are responsible for obtaining and maintaining all telephone, computer hardware, Internet access services and other equipment or services needed to access and use the Website, and all costs and fees associated with Internet access or long-distance charges incurred with regards to your access and use of the Website.

Third Party Links

There may be provided on the Website links to other websites belonging to the Company’s advertisers, business partners, affiliates and other third parties. The Company has no control over such websites, nor the content, information, materials, products or services listed on those websites. You acknowledge and agree that the Company is not responsible or liable for the availability of such external websites, and does not screen or endorse them, and is not responsible or liable for any content, information, materials, products or services listed on or available from such websites. You acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third-party website, content, information, materials, products or services available on or through any such website. If you decide to access any such third party website, you do so entirely at your own risk and subject to any terms of use and privacy policies posted therein. You further acknowledge that use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use for those websites, and not by this Website’s Terms of Use and/or Privacy Policy, which are incorporated by reference. The Company expressly disclaims any liability derived from the use, accesing and/or viewing of any links that may appear on this Website. You hereby agree to hold the Website harmless from any and all damages and liability that may result from the use of links that may appear on the Website. The Website reserves the right to terminate any link or linking program at anytime.

No Representations or Warranties

THE CONTENT AND ALL PRODUCTS AND SERVICES ASSOCIATED WITH THE WEBSITE ARE PROVIDED TO YOU ON AN “AS AVAILABLE” AND “AS IS BASIS”. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE OPERABILITY OF THE WEBSITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES INCLUDED ON OR ASSOCIATED WITH THE WEBSITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE AND ALL PRODUCTS AND SERVICES ASSOCIATED WITH THE WEBSITE IS AT YOUR SOLE RISK.

COMPANY DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE COMPLETENESS, CORRECTNESS OR ACCURACY OF THE WEBSITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES ASSOCIATED WITH THE WEBSITE. COMPANY DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE SAFETY, RELIABILITY, TITLE, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE CONTENT OR THE INFORMATION, MATERIALS, PRODUCTS OR SERVICES ASSOCIATED WITH THE WEBSITE. IT IS YOUR SOLE RESPONSIBILITY TO INDEPENDENTLY EVALUATE THE COMPLETENESS, CORRECTNESS OR ACCURACY OF THE INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES ASSOCIATED WITH THE WEBSITE.

Limitations on the Company’s Liability

IN NO EVENT SHALL THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, INSURERS, AGENTS, SUCCESSORS OR ASSIGNS BE LIABLE TO YOU, OR ANY OTHER THIRD PARTY FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF INFORMATION, BUSINESS INTERUPTION, REVENUE, OR GOODWILL, WHICH MAY ARISE AS A DIRECT OR INDIRECT RESULT OF: (I) YOUR BREACH OR VIOLATION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; (II) YOUR ACCESS AND USE OF THE WEBSITE; (III) YOUR DELAY IN ACCESSING OR INABILITY TO ACCESS OR USE THE WEBSITE FOR ANY REASON; (IV) YOUR RELIANCE UPON OR USE OF THE CONTENT, COLLECTIVE WORK, OR ANY INFORMATION, MATERIALS, PRODUCTS OR SERVICES AVAILABLE ON OR THROUGH WITH THE WEBSITE, OR ANY THIRD PARTY WEBSITE, CONTENT, INFORMATION, MATERIALS, PRODUCTS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THE WEBSITE, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTUOUS BEHAVIOUR, NEGLIGENCE, STRICT LIABLITY OR OTHERWISE, EVEN IF THE COMPANY AND/OR ITS ITS DIRECTORS, OFFICERS, EMPLOYEES, INSURERS, AGENTS, SUCCESSORS OR ASSIGNS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Indemnification

You agree to defend, indemnify, and hold harmless the Website, the Company, and, its directors, officers, employees, insurers, agents, successors or assigns, from and against any and all claims, actions, loss, liabilities, expenses, costs, or demands, including without limitation legal and accounting fees, arising out of, or attributable to: (i) any breach or violation of this Agreement by you; (ii) your access, use, misuse or inability to use the Website, and/or (iii) your access, use, misuse or inability to use the Website under any password that may be issued to you. Website shall promptly notify you by electronic mail of any such claim or suit, and cooperate fully (at your expense) in the defense of such claim or suit. We reserve the right to participate in the defense of such claim or defense at our expense, and choose our own legal counsel, but are not obligated to do so.

Amendments to the Agreement

The Company reserves the right to update, amend and/or change this Agreement at any time in its sole discretion and without notice. Updates to this Agreement will be posted here. You are encouraged to revisit this Agreement from time to time in order to review any changes that have been made. Your continued access and use of the Website following the posting of any such changes shall automatically be deemed your acceptance of all changes.

Governing Law

This Agreement will be governed by the laws of the Province of Ontario and the federal laws of Canada.

Survival

All covenants, agreements, representations and warranties made in this Agreement, as may be amended by the Company from time to time, shall survive your acceptance of this Agreement and the termination of the Agreement.

Severability

If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, then such provision shall be severed from this Agreement and the remaining provisions will continue in full force.

Entire Agreement

This Agreement, together with the Privacy Policy provided on the Company’s Website, represent the entire understanding between the parties regarding the subject matter of the same and supersedes all proposals, oral or written, and all other prior or contemporaneous communications between the parties regarding the same.

Questions and Contact Information

All questions to Company regarding these Terms of Use may be directed to [email protected]