Please read this agreement carefully before accessing or using the FANBOX™ website (our "Site") or any FANBOX™
product or services, including any of our platform, applications or services, including without limitation Vipass™, Communi-T™,
the MS2™ platform and any of its modules and add-ons, such as MS2 Splice™ (collectively, our "Services").
By accessing or using any part of our Services, you agree to be bound by the terms and conditions of this agreement (this "Agreement"). If you do not
agree to all the terms and conditions of this Agreement, then you may not access or use any of our Services.
OBJECT OF THIS AGREEMENT
These General Terms and Conditions of Use are entered into by and between FANBOX Inc., a Canadian company ("FANBOX"), and you, the user himself/herself or, if you are accessing our Services on behalf of your employer or a company, your company. This Agreement sets forth the general terms and conditions applicable to your use of our Services.
ELIGIBILITY AND ACCEPTANCE
The Services are available only to individuals who are at least fourteen (14) years old and who are legally able to express their consent, so as to form legally binding contracts. By using our Services, you represent and warrant that you are fourteen (14) years old or more and able to form legally binding contracts. If you are accessing our Services on behalf of a company, you represent and warrant by doing so that you have the necessary authority to bind your company. If FANBOX finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. FANBOX shall not be liable for any loss or damage resulting from FANBOX's reliance on any instructions or communication reasonably believed by FANBOX to be genuinely originating from an authorized representative of such a corporate entity.
In order to access or use some of our Services or Loyalty Programs of those of our Clients, you may be required to create and maintain an account, for example to subscribe to a Loyalty Program, to purchase a gift card, etc. (each an "Account"). As the case may be, you represent and warrant to FANBOX that all information you submit upon creating or using your Account is accurate and up-to-date, and that you will, at all times, keep such information accurate and up-to-date. FANBOX reserves the right to close and/or modify any Account of any user that does not meet the foregoing requirements or FANBOX determines has breached or violated any provision found hereunder, including if FANBOX determines that your Account information contains false information or information that is inaccurate or out-of-date. You are solely responsible for the activity that occurs on your Account, whether authorized by you or not, and you must keep your Account information secure, including without limitation your user id and password; FANBOX will not be liable for any loss attributable to any unauthorized use of your Account. If FANBOX terminates your access to our Services, FANBOX may, in its sole and absolute discretion, remove and destroy any data and files stored by you on its servers. Furthermore, FANBOX further reserves the right to cancel, terminate, suspend or modify any Account or Services for any reason, including but not limited to, so as to: (a) correct errors, mistakes and typos; (b) protect the integrity and stability of our systems, and correct mistakes; (c) assist with our efforts to combat fraud and abuse; (d) comply with applicable laws, rules and regulations; (e) comply with requests of law enforcement; (f) comply with any dispute resolution process; (g) defend any legal action or threatened legal action; or (h) avoid any legal liability for FANBOX, its employees, officers, directors or agents.
USER OBLIGATIONS AND PROHIBITIONS
As a user of our Services, you agree that you shall ensure that your use of our Services comply with this Agreement and all applicable laws, rules and regulations.
You also agree to refrain from doing any of the following; (1) impersonating any other user or person or entity, or submit content on behalf of another user or any other person or entity, without their express prior written consent; (2) collecting or harvesting any User Content or personal information about another user or any other person or entity, through our Services, without express consent; (3) copying or redistributing any part of our Services, except as otherwise expressly authorized by FANBOX; (4) modifying or altering any part of our Services or any of its related technologies; and (5) circumventing, disabling or interfering with the security related features of our Services, including any digital rights management features that may apply to content accessed through our Services. During the term of this Agreement, you further agree to refrain from using our Services in a manner that: (i) is illegal, or promotes or encourages illegal activity; (ii) promotes, encourages or engages in defamatory, harassing, abusive or otherwise objectionable behavior; (iii) promotes, encourages or engages in child pornography or the exploitation of children; (iv) promotes, encourages or engages in hate speech, hate crime, terrorism, violence against people, animals, or property; (iv) promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking; (v) infringes on the intellectual property rights of another user or any other person or entity; (vi) violates the privacy or publicity rights of another user or any other person or entity, or breaches any duty of confidentiality; (vii) interferes with the operation of our Services; or (viii) contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware.
FANBOX makes no representation or warranty that the content available on our Services is appropriate in every country or jurisdiction, and access to this Services from countries or jurisdictions where its content is illegal is prohibited. Users who choose to access our Services are responsible for compliance with all local laws, rules and regulations.
Except for User Content, the content on our Services, including without limitation the text, software, scripts, source code, API, graphics, photos, sounds, music, videos and interactive features and the trademarks, service marks and logos contained therein ("FANBOX Content"), are owned by or licensed to FANBOX (or otherwise used with permission by FANBOX), and may be subject to copyright, trademark, and/or patent protection as well as other intellectual property rights. Insofar as it is provided, all FANBOX Content is provided to you "as is", "as available" and "with all faults" for your information and personal, non-commercial use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of FANBOX. No right or license of any copyright, trademark, patent, or other proprietary right or license is granted through this Agreement. FANBOX reserves all rights not expressly granted in and to the FANBOX Content, our Services, and this Agreement do not transfer ownership of any of these rights.
Material obtained through use of our Services, such as FANBOX Content, may not be copied, reproduced, republished, displayed, transmitted, distributed or modified, in whole or in part, whether in text, graphical, audio, video or executable form, otherwise than as reasonably necessary to use the Services normally, without the written permission of FANBOX. Trademarks and logos (including names, word marks, titles, designs, illustrations and icons) (collectively, "Trademarks") displayed on this Website are trademarks of FANBOX or trademarks for which FANBOX has obtained a license or authorization. Any and all Trademarks may not be reproduced nor used without the written permission of the owners of such Trademarks.
USER SUBMISSIONS AND CONTENT
Our Services may allow users to transmit, view, post, publish, share, store, or manage (a) ideas, opinions, recommendations, or advice ("User Submissions"), or (b) literary, artistic, musical, or other content, including but not limited to photos and videos (together with User Submissions, "User Content"). By posting or publishing User Content through our Services, you represent and warrant to FANBOX that (i) you have all necessary rights to distribute such User Content through our Services, either because you are the author of the User Content and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of the User Content, and (ii) you do not violate the rights of any third party. You are responsible for any and all of your User Content that may be submitted through your Account, and the consequences of, and requirements for, distributing it.
You acknowledge and agree that: (a) submission of User Submissions do not establish a confidential relationship or obligate FANBOX to treat your User Submissions as confidential or secret; (b) FANBOX has no obligation, either express or implied, to develop or use your User Submissions, and no compensation will be due to you or to anyone else for any intentional or unintentional use of your User Submissions; and (c) FANBOX shall own exclusive rights (including all intellectual property and other proprietary rights) to any User Submissions posted to our Site, and shall be entitled to the unrestricted use and dissemination of any User Submissions posted to our Site for any purpose, commercial or otherwise, without acknowledgment or compensation to you or to anyone else.
By posting User Content to our Services, you authorize FANBOX to use the intellectual property and other proprietary rights in and to your User Content to enable inclusion and use of the User Content in the manner contemplated by our Services provided by FANBOX as well as this Agreement. Accordingly, you hereby grant FANBOX a worldwide, non-exclusive, royalty-free, sub-licensable and transferable right and license to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content in connection with our Site and FANBOX's business, including without limitation for promoting and redistributing all or part of our Services in any media formats and through any media channels without restrictions of any kind and without payment or other consideration of any kind, or permission or notification, to you or any third party. You also hereby grant each user of this Site a non-exclusive license to access your User Content through our Services, and to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content as permitted through the functionality of our Services as well as under this Agreement. The above licenses granted by you in your User Content terminate within a commercially reasonable time after you remove or delete your User Content from our Site. You understand and agree, however, that FANBOX may retain (but not distribute, display, or perform) server copies of your User Content that have been removed or deleted. The above licenses granted by you in your User Content are perpetual and irrevocable.
FANBOX reserves the right (without having the obligation to do so) to examine any User Content and User Submissions to determine whether it complies with this Agreement, and to remove any User Content or submission posted in violation of this Agreement.
LINKS TO THIRD-PARTY WEB SITES
Our Site may provide links to third party sites or content. FANBOX has no control over the content and elements of these sites, or their privacy policies. Consequently, any personal information you provide to these sites is subject to their respective privacy policies. FANBOX will have no liability regarding any use of personal information so submitted to a third party.
DISCLAIMER OF WARRANTIES
FANBOX MAKES NO REPRESENTATION OR WARRANTY REGARDING THE FUNCTIONALITY OR CONDITION OF OUR SERVICES, THEIR SUITABILITY FOR USE OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE EXTENT THAT THE JURISDICTION TO WHICH YOU ARE SUBJECT DOES NOT ALLOW EXCLUSIONS OF CERTAIN WARRANTIES, SUCH EXCLUSIONS WHICH ARE NOT PERMITTED MAY NOT APPLY. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF OUR SERVICES SHALL BE AT YOUR OWN RISK AND THAT OUR SERVICES ARE PROVIDED "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS". FANBOX, ITS EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS DISCLAIM ANY AND ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, LEGAL OR CONTRACTUAL, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF QUALITY, OF TITLE, OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE AND OF NON-INFRINGEMENT. FANBOX, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (a) THE ACCURACY, COMPLETENESS, OR CONTENT OF OUR SITE, (b) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED TO OUR SERVICES, AND/OR (c) THE SERVICES OR ANY SITES LINKED TO OUR SERVICES, AND FANBOX ASSUMES NO LIABILITY OR RESPONSIBILITY FOR SAME. FURTHERMORE, YOU ACKNOWLEDGE AND AGREE THAT NO INFORMATION OR ADVICE PROVIDED BY FANBOX, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS WILL (i) CONSTITUTE LEGAL OR FINANCIAL ADVICE NOR (ii) CREATE A WARRANTY OF ANY KIND WITH RESPECT TO OUR SERVICES. THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.
LIMITATION OF LIABILITY
FANBOX WILL NOT BE LIABLE FOR ANY DAMAGES, WHETHER THEY ARE DIRECT OR INDIRECT, STEMMING FROM THE USE OF ANY ELEMENT CONTAINED IN, OR OBTAINED THROUGH OUR SERVICES. IN NO EVENT SHALL FANBOX, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (a) THE ACCURACY OR CONTENT OF OUR SERVICES, (b) THE ACCURACY OR CONTENT OF ANY SERVICES OR SITES LINKED TO OURS, (c) OUR SERVICES OR ANY SITES LINKED TO OUR SERVICES, (d) INJURY OR DAMAGE OF ANY NATURE WHATSOEVER, (e) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR HARDWARE, SERVICES OR ANY DATA STORED THEREIN, (f) ANY INTERRUPTION OR CESSATION OF SERVICES, (g) ANY VIRUSES OR MALWARE WHICH MAY BE TRANSMITTED TO OR FROM OUR SERVICES OR ANY SITES LINKED TO OUR SERVICES, (h) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, ABUSIVE, HARMFUL TO MINORS, PORNOGRAPHIC, OBSCENE OR OTHERWISE OBJECTIONABLE, AND/OR (i) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, CIVIL LIABILITY, TORT, OR ANY OTHER THEORY, AND WHETHER OR NOT FANBOX IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to protect, defend, indemnify and hold harmless FANBOX and its employees, officers, directors and agents, from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneysâ€™ fees) as may be imposed upon or incurred by FANBOX, directly or indirectly, arising from (i) your use of and access to our Services; (ii) your violation of any provision of this Agreement; and/or (iii) your violation of any third-party right, including without limitation any intellectual property or other proprietary right.
FANBOX may terminate your access to all or any part of our Site at any time, with or without cause, with or without notice, effective immediately, as provided above. If you wish to terminate this Agreement or your Account, you may simply discontinue using our Services. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability. Without limiting the generality of the foregoing, the indemnification obligations provided above shall also survive any termination or expiration of this Agreement.
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by, and interpreted in accordance with the laws applicable within the Province of QuĂ©bec, Canada. Any legal proceeding relating to this Agreement, its interpretation or enforcement will be presented before the courts of the Province of Québec in the Judicial District of Montréal, to the exclusion of any other court or tribunal.
Document Updated: September 30, 2011