Terms & Conditions

Agreement

REVISED: 1/18/2010

1081968 Alberta Ltd, doing business as Westside Media (HEREINAFTER "WESTSIDE") PROVIDES THIS WEBSITE AND RELATED SOFTWARE AND SERVICES SUBJECT TO YOUR COMPLIANCE WITH THE TERMS AND CONDITIONS SET FORTH BELOW. YOUR USE OF THIS WEBSITE, RELATED SOFTWARE AND/OR SERVICES CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS AND YOUR CONSENT TO BE BOUND BY THEM ("ACCEPTANCE"). PLEASE READ THE FOLLOWING INFORMATION CAREFULLY. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT USE THIS WEBSITE, SOFTWARE, AND/OR RELATED SERVICES. THE AGREEMENT SHALL BE EFFECTIVE COMMENCING UPON THE DATE OF ACCEPTANCE.

1. DEFINITIONS

1.1 "Software" shall mean software and all files, data, content, materials and documentation made available to you by or through WESTSIDE (including without limitation any applets, server applications, images, photographs, animations, video, audio, music, text, and documentation, whether in hardcopy or electronic format).

1.2 "Intellectual Property" shall mean any and all patents, trade secrets, copyrights, moral rights, know-how, inventions, processes, algorithms that relate to the Software, WESTSIDE website, and services offered by WESTSIDE.

1.3 "Trademarks" shall mean the following marks: WESTSIDE™ and all other logos, product names, and services names that are trademarks and/or service marks of WESTSIDE.

1.4 "User Content" shall mean all data, text, images, photographs, graphics, messages, music, or other materials that you upload, post, transmit, or otherwise makes available on or through the WESTSIDE websites.

2. OWNERSHIP; LICENSE GRANT; LIMITATIONS ON USE

2.1 Ownership. The parties acknowledge that WESTSIDE and/or its licensors, have exclusive ownership in and to the Intellectual Property, Trademarks, Software, and WESTSIDE websites. Nothing in this Agreement shall operate to assign or transfer ownership of the same.

2.2 License Grant. Subject to the terms and conditions in this Agreement, WESTSIDE hereby grants to you a personal, revocable, nonexclusive, nontransferable, limited license, with no right to sublicense, to access and use the Software only from WESTSIDE's servers for the sole and exclusive purpose of communicating with subscribers and affiliates of WESTSIDE in accordance with this Agreement.

2.3 Limitations on Use.

2.3.1 You may not remove, alter, cover or distort any copyright, trademark or other proprietary rights notices from the Software or WESTSIDE websites.

2.3.2 You may not reverse engineer, reverse assemble, decompile, or disassemble the Software, WESTSIDE websites, or any part thereof. Except as otherwise permitted in this Agreement, you may not copy, modify, distribute, translate, publish, display, disclose, rent, lease, modify, loan, distribute, or create derivative works based on Software, WESTSIDE websites, or any part thereof.

2.3.3 No service bureau work or time-sharing arrangements are permitted, except as authorized in writing by WESTSIDE.

3. REGISTRATION

3.1 The Software and WESTSIDE website are intended for general audiences. Although registration is optional, registration may be required to take advantage of certain functionality or services offered by WESTSIDE. If you register for and provide information to WESTSIDE, you agree to provide accurate registration information and to keep such information current.

3.2 For information regarding how WESTSIDE will use data collected during the registration process, please see our Privacy Policy which is available here.

3.3 During registration, you will select a username (i.e. user id) and password. WESTSIDE reserves the right to reject a username for any reason including, without limitation, if it deems in its sole discretion that the username is obscene or otherwise inappropriate.

3.4 You agree to assume sole responsibility for the security of your password. Unless expressly approved in writing by WESTSIDE in advance, a password is valid for use online in the country in which it is issued. Passwords are subject to cancellation or suspension by WESTSIDE at any time, including upon nonuse for such period as WESTSIDE may determine, and reissuance or reactivation of such passwords may be subject to WESTSIDE standard charges. If you believe that your password is being used by someone else, you must notify WESTSIDE in writing immediately.

4. USER OBLIGATIONS AND RESPONSIBILITIES

4.1 You agree to assume full and complete responsibility for the form, substance, and content of User Content. You agree that WESTSIDE is not liable in any way to you or any third-party for any claims, losses, or damages related to User Content. You acknowledge and understands that WESTSIDE does not pre-screen User Content, but that WESTSIDE shall have the right, its sole discretion, to reject, remove, and/or take-down User Content, in whole or in part.

4.2 Although WESTSIDE shall periodically backup User Content, you acknowledges and agrees that WESTSIDE shall not be responsible for lost or corrupted User Content.

4.3 You agree that you will not use WESTSIDE websites or Software to:

4.3.1 deliver content that is or may be deemed abusive, defamatory, hateful, obscene, prejudiced, threatening, vulgar, harmful, harassing, or otherwise objectionable;

4.3.2 deliver content that contains software viruses or any other code, files or programs designed to damage or disrupt any software, hardware or telecommunications equipment;

4.3.3 deliver content that is or may be deemed to be false advertising or constitute or contain false or misleading indications of origin or statements of fact;

4.3.4 send unsolicited bulk communications;

4.3.5 infringe the intellectual property or other proprietary rights of third parties;

4.3.6 mislead others as to your identity or as to the origin of a message or content; or

4.3.7 violate any applicable law or regulations.

4.4 You acknowledge and agree that WESTSIDE may establish general practices and limits concerning use of the Software or WESTSIDE websites, including without limitation the number of days that User Content will be retained, the size of any message that may be posted, the disk space that will be allotted on WESTSIDE's servers on your behalf, and the duration of time which you may access User Content.

4.5 You agree that you will not use any robot, spider, or other automatic device, or manual process to copy the WESTSIDE website or any of its content for any purpose without express written permission of the WESTSIDE. You agree that you will not use any device, software or routine that interferes, or attempts to interfere, with the proper working of the WESTSIDE websites or Software. You agree not to circumvent a technological measure that effectively controls, or is intended to control, access to the Software or WESTSIDE websites. You agree that you will not take any action that imposes in our sole discretion an unreasonable or disproportionately large load on our infrastructure.

5. THIRD PARTY WEBSITES. The WESTSIDE website may contain links to other websites maintained by third parties. WESTSIDE, its licensors, and its affiliates do not operate or control, in any respect, or necessarily endorse the content found on such third-party websites. You assume sole responsibility for your use of third-party links.

6. RIGHT TO USE USER CONTENT. You grant to WESTSIDE a royalty-free license (with a right to sublicense) to display, distribute, reproduce, and perform the User Content as well as to create derivative works based upon the User Content in connection with this Agreement. This license shall expire on the termination or expiration of this Agreement except that sublicenses granted by WESTSIDE prior to the termination or expiration shall survive.

7. USER REPRESENTATIONS AND WARRANTIES

7.1 You represent and warrant to WESTSIDE as follows:

7.1.1 You are over 18 years of age and have full power and authority to enter into this Agreement and to grant the rights granted under this Agreement;

7.1.2 You shall comply with all applicable laws and regulations applicable to your activities in furtherance of this Agreement;

7.1.3 You own, or have received written permission, to use all User Content in the manner contemplated by this Agreement; and

7.1.4 You shall not violate any of the provisions of Article 4 above.

7.2 You shall indemnify and hold WESTSIDE harmless from and against all costs and expenses (including reasonable attorney's fees) related to User Content and any breach of any representation or warranty, express or implied, contained herein.

8. WESTSIDE REPRESENTATIONS, WARRANTIES, AND DISCLAIMER

8.1 WESTSIDE represents and warrants to you that WESTSIDE has the full power and authority to enter into this Agreement and to grant the rights granted hereunder.

8.2 OTHER THAN THE REPRESENTATION AND WARRANTY IN SECTION 8.1, THE SOFTWARE, ANY INFORMATION CONTAINED THEREIN AND THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED "AS IS." THE WEBSITE THROUGH WHICH SOFTWARE AND SERVICES ARE OFFERED IS PROVIDED BY WESTSIDE IS AVAILABLE ON AN "AS AVAILABLE" BASIS. WESTSIDE MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE SOFTWARE, SERVICES, OR ANY INFORMATION CONTAINED THEREIN. WESTSIDE DOES NOT WARRANT THAT SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS. NOR DOES WESTSIDE WARRANT THAT SOFTWARE, SERVICES, OR ANY OF THE INFORMATION CONTAINED THEREIN WILL BE SUITABLE FOR ANY PURPOSE. WESTSIDE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, MERCHANTABILITY FOR COMPUTER PROGRAMS, AND INFORMATIONAL CONTENT.

8.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL WESTSIDE, ITS LICENSORS, ITS AFFILIATES, OR ITS REPRESENTATIVES BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR OTHER PECUNIARY LOSS), EVEN IN THE EVENT WESTSIDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF WESTSIDE, ITS LICENSORS, ITS AFFILIATES, AND ITS REPRESENTATIVES UNDER THIS AGREEMENT EXCEED THE TOTAL PAYMENTS FOR SUBSCRIPTION SERVICES RECEIVED FROM YOU UNDER THIS AGREEMENT DURING THE PRECEDING TWELVE (12) MONTH PERIOD.

9. TERM; TERMINATION

9.1 Term. This Agreement shall become effective upon Acceptance and continue until terminated pursuant to Section 9.2 below.

9.2 Termination. WESTSIDE reserves the right to terminate this Agreement, your Subscription Services, and/or your access to the WESTSIDE websites, at any time, with or without notice, for any reason including, without limitation, if WESTSIDE, in its sole discretion, determines that you have breached this Agreement.

10. SUBSCRIPTION SERVICES

10.1 You agree and understand that WESTSIDE may offer certain premium services (the "Subscription Services") on or through it's the WESTSIDE websites.

10.2 Cancellation of Subscription Services. If you subscribe to Subscription Services, then you may cancel the Subscription Services by providing written notice to WESTSIDE. Cancellation will become effective on the last business day of the current billing cycle.

10.3 Effect of Cancellation of Subscription Services. Upon effective date of cancellation of your Subscription Services, you shall cease use of the Subscription Services and, within a reasonable time, WESTSIDE shall remove any User Content from the WESTSIDE websites. Click here for a copy of our refund policy.

11. FEES; COSTS; TAXES

11.1 Fees.

11.1.1 Fees. If you subscribe to our Subscription Services, then you agree to pay, and authorize WESTSIDE to debit your designated credit card, the applicable subscription fees.

11.1.2 Renewal Fees. WESTSIDE will automatically charge your credit card for renewal of Subscription Services. The renewal charge will be the current published rates for the term of your license. In the event that WESTSIDE cannot charge your account, WESTSIDE reserves the right to terminate your access to Subscription Services.

11.2 Price and Fee Changes. WESTSIDE reserves the right to change prices or fees, or to institute new prices or fees at any time, upon reasonable notice posted in advance on the WESTSIDE website.

11.3 Costs.

11.3.1 You are responsible for all charges associated with connecting to the WESTSIDE host, including, without limitation, all telephone access lines, telephone and computer equipment necessary to access the Software or WESTSIDE websites.

11.3.2 You are responsible for all activities and charges resulting from use of the Software. You agree to pay all applicable license fees, connect time charges, surcharges, applicable taxes and other charges you incur relating to the Software or WESTSIDE websites.

11.4 Taxes. You shall be responsible for any and all taxes arising from the goods and services provided under this Agreement.

12. MISCELLANEOUS PROVISIONS

12.1 Assignment. This Agreement may not be assigned by you without the prior written consent of WESTSIDE. WESTSIDE may assign this Agreement at any time without your prior consent. This Agreement shall be binding upon the successors, permitted assigns, heirs and executors of the parties hereto.

12.2 Governing Law. This Agreement shall be construed and governed in accordance with the substantive laws of the province of Alberta, without regard to conflict of laws principles. The parties hereby consent to the jurisdiction of Alberta, and expressly waive any objections or defense based upon lack of personal jurisdiction or venue.

12.3 Unenforceability. It is intended that this Agreement shall not violate any applicable law. If, at any time or for any reason, any provision becomes unenforceable or invalid, such provisions shall be amended to bring them into legal compliance and to preserve to the maximum extent possible the intent of the parties, and the remaining provisions shall remain unaffected and continue with the same effect as if such unenforceable or invalid provision had not have been inserted herein.

12.4 No Waiver. Failure of either party to exercise its rights under this Agreement shall not be construed as a waiver of that party's rights, including without limitation the right to seek remedies arising from past, present or future breach by the other party.

12.5 Headings. The headings and captions in this Agreement are for convenience purposes only, and shall not be used to construe the terms of this Agreement.

12.6 Entire Agreement. This Agreement including the agreements referenced herein (Refund and Return Policy, Privacy Policy, and Copyright Policy) contains the entire understanding between the parties with respect to the matters contained herein. This Agreement supercedes all prior agreements between the parties, whether oral or written, express or implied, as to the matters contained herein. No waiver, consent, modification, amendment or change of the terms of this Agreement shall be binding unless in writing and signed by the parties.

12.7 Notices. All notices to WESTSIDE under this Agreement must be in writing to 1081968 Alberta Ltd, 1224 Oakland Drive, Devon, AB - T9G 2H1] through (i) personal service, or (ii) via certified mail, return receipt requested. All notices to you under this Agreement must be in writing to the contact person on your account through (i.) personal service, (ii.) via certified mail, return receipt requested; or (iii.) via electronic mail to the email address on your account. Notice shall be effective upon personal service or delivery of the certified mail, as the case may be. In the case of electronic mail, notice shall be effective when sent. You consent to receive electronic notices relating to this Agreement or your use of the WESTSIDE website via electronic mail.

12.8 Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations in this Agreement if such delay or failure to perform is due to any cause or condition reasonably beyond that party's control, including, but not limited to, acts of God, war, terrorism, government intervention, riot, embargoes, acts of civil or military authorities, earthquakes, fire, flood, accident, strikes, inability to secure transportation or communications, facilities, fuel, energy, labor or materials.

12.9 Communications. You agree that WESTSIDE may send electronic mail to you for the purpose of advising you regarding changes to WESTSIDE's products or services, or for such other purposes as WESTSIDE deems appropriate.

12.10 Changes To Terms of Service. WESTSIDE reserves the right to change this Agreement at any time by effective upon the date the changes are posted on this website. Your continued use of this website and/or its related services constitutes your acceptance of those changes.