PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING ANY WEBSITE SERVICES PROVIDED TO YOU BY Digital Journal NETWORK INC. AS THEY CONTAIN BINDING LEGAL TERMS AND OBLIGATIONS INCLUDING LIMITATIONS OF Digital Journal’S LIABILITY AND DISCLAIMERS.
1. ACCEPTANCE OF TERMS
All website services provided to you by Digital Journal Inc., and any of its respective affiliates, related companies, unaffiliated partners and/or licensors (together herein referred to as “Digital Journal” or “we”) are provided to you subject to the following terms and conditions of service.
By using or accessing (either by computer, e-reader, mobile or other electronic device now or hereafter devised) any Digital Journal website, mobile enabled website, or mobile application (each a “Digital Journal Site” and collectively, the “Digital Journal Sites”) or any products, content or other services available on a Digital Journal Site (each a “Service” and collectively, the “Services”), you agree to be bound by these terms and conditions and such other additional or alternative terms, conditions, rules and policies which are displayed or to which you may be directed in connection with any particular Digital Journal Site or Service (collectively the “Terms and Conditions”), all as may be modified by Digital Journal in accordance with these Terms and Conditions. Without limiting the generality of the foregoing, the Terms and Conditions will also apply if you access a Digital Journal Site or Service through a third party website or social media application. These Terms and Conditions, along with any modifications or additional or alternate terms or conditions referred to, shall be the entire agreement between you and Digital Journal and any prior communications between you and Digital Journal (including, for example, e-mails) do not form part of these Terms and Conditions. If you do not agree with these Terms and Conditions, do not use any Digital Journal Site or any of the Services.
2. USING OUR SITE
You may view (and, where applicable, listen to) the Content available on the Digital Journal Sites for personal non-commercial use. You may only play video or audio files using the media player on the Digital Journal Sites. You must not use all or any part of the Digital Journal Sites or the Content on it for commercial purposes without our prior written permission. You may occasionally print individual webpages on the Digital Journal Sites for your private non-commercial use, provided that such printing is not substantial or systematic and our trademarks and copyright and trademark notices are not removed. Unless otherwise stated in these Terms and Conditions, you must not (whether directly or indirectly) copy, download, store, make available, distribute, sell or offer to sell all or any part of the Content or Digital Journal Sites, or download or otherwise copy (whether directly or indirectly) any Content, files or data from the Digital Journal Sites to make or populate a database or publication of any kind whatsoever.
3. PRIVACY STATEMENT
Registration Data and certain other personal information about you is subject to our Privacy Statement. For more information, please see our Privacy Statement. By accessing the Digital Journal Sites, you signify your agreement to the Privacy Statement which may be amended from time to time. You agree that Digital Journal has the right, but not the obligation, to monitor the Digital Journal Sites and the Services electronically from time to time.
You acknowledge that in the event that a third party service provider is located in the United States or another foreign country, your personal information may be processed and stored in the United States or such other foreign country, and the governments, courts or law enforcement or regulatory agencies of that country may be able to obtain disclosure of your personal information through the laws of the foreign country. You acknowledge and agree that this paragraph constitutes prior written notice to you of, and your consent to the collection, use and disclosure of your personal information as described above.
4. USER CONDUCT
All information, data, text, software, music (including both the particular performance(s) and the underlying musical composition) sound, photographs, graphics, images, avatars, video, messages, ideas, reviews, opinions, press releases, market research reports, suggestions or other materials on a Digital Journal Site, including links to any third party websites or social media applications embedded therein (“Content”), uploaded, posted or otherwise submitted by a user to a Digital Journal Site or the Services (“User Content”) is the sole responsibility of the person from which such User Content originates. Digital Journal does not control the User Content posted via the Digital Journal Site and, as such, does not guarantee the accuracy, integrity or quality of such Content, including press releases and market research reports. You understand that by using a Digital Journal Site or Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will Digital Journal be liable in any way for any loss, damage or injury related to, or arising as a result of, any Content (including User Content), including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any User Content uploaded, posted, or otherwise submitted via a Service.
Digital Journal and its designees shall have the right to remove any User Content that violates these Terms and Conditions, or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. You acknowledge and agree that Digital Journal may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms and Conditions; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Digital Journal, its users and/or the public.
5. RESTRICTIONS ON RE-USE, RE-SALE OF SERVICES
All Content available on a Digital Journal Site, including the manner in which such Content is presented, and the Services are: Copyright Digital Journal Inc., its affiliates, related companies, unaffiliated partners and/or licensors. All rights reserved. Such Content is protected by Canadian and worldwide copyright laws and treaty provisions. Digital Journal grants you a limited non-exclusive, non-transferable license to use and display on your computer or other electronic access device, the Content and Services for your own personal and non-commercial use only, provided that you do not modify the Content and that you maintain all copyright and other proprietary notices. Except as provided herein, you agree not to reproduce, make derivative works of, retransmit, distribute, sell, publish, communicate, broadcast or otherwise make available any of the Content obtained through a Digital Journal Site or any of the Services, including without limitation, by caching, framing, deep-linking or similar means, without the prior written consent of the respective copyright owner of such Content.
6. ACCESS AND INTERFERENCE
You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the Content. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. You agree that you will not access, reload or “refresh” pages contained on the Digital Journal Sites, or make any other request to transactional servers, more than once during any three second interval.
You agree to defend, indemnify and hold harmless each of Digital Journal, its affiliates and licensors and each of their respective officers, directors, employees and agents, including all third parties mentioned on a Digital Journal Site, from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, resulting from or related to: (a) your breach of any of these Terms and Conditions (including any Terms and Conditions incorporated by reference); (b) your access to or use of a Digital Journal Site, Services or Content; or (c) your use or reliance on, or publication, communication or distribution of anything on or from a Digital Journal Site or through any of the Services. You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
8. GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that Digital Journal may establish general practices and limits concerning use of the Services, including without limitation the maximum number of days that User Content will be retained by a Digital Journal Site, the maximum number of times (and the maximum duration for which) you may access the Digital Journal Sites or the Services in a given period of time. You agree that Digital Journal has no responsibility or liability for the deletion or failure to store any messages and other communications or other User Content maintained or transmitted on or by a Digital Journal Site or Service. You further acknowledge that, in relation to free services, Digital Journal reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
9. MODIFICATIONS TO SERVICE
For users of the Digital Journal Sites and/or any Services, Digital Journal reserves the right, in its sole discretion, at any time and from time to time to modify these Terms and Conditions and discontinue, temporarily or permanently, any Digital Journal Sites or Services (or any part of such Digital Journal Sites or Services) with or without notice. You agree that any modification or discontinuance of any Digital Journal Sites or Services may be effected without prior notice, and acknowledge and agree that in connection with any such modification or discontinuance. You further agree that Digital Journal shall not be liable to you or to any other person as a result of any such modification or discontinuance for any reason whatsoever. Your continued use of a Digital Journal Site or Service will mean that you accept those changes.
You agree that Digital Journal, in its sole discretion, may suspend or terminate your use of the Digital Journal Sites or Services, and remove and discard any User Content within the Service at its convenience, or for any reason. Digital Journal may also in its sole discretion and at any time discontinue providing the Digital Journal Sites or Services, or any parts of the Digital Journal Sites or Services, with or without notice. You agree that any suspension and/or termination of your access to the Digital Journal Sites or Services may be effected without prior notice. You further agree that Digital Journal shall not be liable to you or to any other person as a result of any such suspension or termination. If you are dissatisfied with a Digital Journal Site or any of the Services or with any terms, conditions, rules, policies, guidelines, or practices of Digital Journal in operating a Digital Journal Site or any of the Services, your sole and exclusive remedy is to discontinue using the Digital Journal Site or Services in question.
11. CONTENT LINKED TO A DIGITAL JOURNAL SITE
12. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
- YOUR USE OF ANY Digital Journal SITE OR SERVICE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE DIGITAL JOURNAL SITES OR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. DIGITAL JOURNAL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DIGITAL JOURNAL MAKES NO WARRANTY THAT (i) THE DIGITAL JOURNAL SITES OR SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE DIGITAL JOURNAL SITES OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE DIGITAL JOURNAL SITES OR SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE DIGITAL JOURNAL SITES OR SERVICES WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
- ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF DIGITAL JOURNAL SITES OR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DIGITAL JOURNAL, A DIGITAL JOURNAL SITE OR THROUGH OR FROM ANY SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS AND CONDITIONS.
13. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT DIGITAL JOURNAL SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF DIGITAL JOURNAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE DIGITAL JOURNAL SITES OR SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE DIGITAL JOURNAL SITES OR SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE DIGITAL JOURNAL SITES OR SERVICES; OR (v) ANY OTHER MATTER RELATING TO THE DIGITAL JOURNAL SITES OR SERVICES. YOU EXPRESSLY ACKNOWLEDGE THAT DIGITAL JOURNAL HAS ENTERED INTO THIS AGREEMENT, AND HAS AND WILL MAKE THE DIGITAL JOURNAL SITES, SERVICES AND CONTENT AVAILABLE TO YOU IN RELIANCE UPON THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH IN THESE TERMS AND CONDITIONS, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND DIGITAL JOURNAL. YOU EXPRESSLY AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH IN THESE TERMS AND CONDITIONS WILL SURVIVE, AND CONTINUE TO APPLY IN THE CASE OF, FUNDAMENTAL BREACH OR BREACHES, THE FAILURE OF ESSENTIAL PURPOSE OF CONTRACT, THE FAILURE OF ANY EXCLUSIVE REMEDY OR TERMINATION OF THIS AGREEMENT.
14. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 12 AND 13 MAY NOT APPLY TO YOU.
15. PROFESSIONAL INFORMATION DISCLAIMER
The Digital Journal Sites may make available certain information provided by third parties related to various professional fields such as, without limitation, medicine and other health and fitness related matters, law, accounting and financial planning and investments (the “Professional Information”). The Professional Information is provided for educational and entertainment purposes only and should not be interpreted as a recommendation for a specific treatment plan, product or course of action. Use of a Digital Journal Site does not replace consultations with a qualified medical, legal, financial or other relevant professional. In addition, while the Professional Information is frequently updated, this information changes rapidly and therefore, some of the Professional Information may be out of date. You agree that all risk associated with the use of, or reliance on, any of the Professional Information rests with you. You further agree that Digital Journal, including its suppliers, shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, any such Professional Information.
16. MEDICAL/HEALTH INFORMATION DISCLAIMER
The Professional Information may contain health-related and medical-related information (including any facts, views, opinions, recommendations, descriptions of, or references to, products, services and medications). Such health-related and medical-related information made available by Digital Journal, through a Digital Journal Site or any of the Services is: (a) for informational purposes only; (b) not to be used or construed as a substitute for professional medical advice, diagnosis, or treatment; (c) not intended as a recommendation or endorsement of any specific tests, products, procedures, opinions or any other information. Reliance on any health-related or medical-related Professional Information on, or accessible through, the Digital Journal Sites or Services is solely at your own risk. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF INFORMATION YOU HAVE READ OR OTHERWISE OBTAINED FROM ANY DIGITAL JOURNAL SITE.
17. FINANCIAL INFORMATION DISCLAIMER
The Professional Information may contain financial information (including any facts, views, opinions, recommendations, descriptions of, or references to, products or securities). Such financial information made available by Digital Journal, through a Digital Journal Site or any of the Services is: (a) for informational purposes only; (b) not to be used or construed as an offer to sell, a solicitation of an offer to buy, or an endorsement, recommendation, or sponsorship of any entity or security by Digital Journal; and (c) not necessarily reflective of the views or policy of Digital Journal, including the publisher, contributors and staff of, and advertisers on, a Digital Journal Site. You acknowledge and agree that any request for information by you is unsolicited and shall neither constitute nor be construed as investment advice by Digital Journal. You should apply your own judgment in making any use of any financial information, including, without limitation, the use of any information contained therein as the basis for any conclusions. You bear responsibility for your own investment research and decisions. PRIOR TO MAKING ANY INVESTMENT DECISION, IT IS STRONGLY RECOMMENDED THAT YOU SEEK OUTSIDE ADVICE FROM A QUALIFIED INVESTMENT ADVISOR. DIGITAL JOURNAL DOES NOT PROVIDE OR GUARANTEE ANY FINANCIAL, LEGAL, TAX, OR ACCOUNTING ADVICE OR ADVICE REGARDING THE SUITABILITY, PROFITABILITY, OR POTENTIAL VALUE OF ANY PARTICULAR INVESTMENT, SECURITY, OR INFORMATION SOURCE. You acknowledge that Digital Journal may invest or otherwise hold interests in entities which may be referenced in any of the Services or Content accessible through a Digital Journal Site. The views and opinions expressed on a Digital Journal Site are not intended to constitute a description of securities bought, sold, or held on behalf of Digital Journal nor an indication by Digital Journal of any intention to buy, sell, or hold any security.
18. SEARCH CONTENT DISCLAIMER
Any and all pictures, sounds, sound effects, sound recordings, musical works, performances, graphics, video, cinematic productions, audio-visual works, search results, listings (paid or free) and/or the arrangement thereof and any other works (the “Multimedia Content”) located through any Digital Journal Site’s search services are protected by copyright and/or other intellectual property laws. Digital Journal does not have the right to authorize you to reproduce, distribute, publicly display, publicly perform, communicate or create derivative works from any files containing such Multimedia Content. Where search results link to sites outside a Digital Journal Site, all of the Multimedia Content contained on such sites is owned and served by entities other than Digital Journal. Digital Journal provides you with the URL or address of the Multimedia Content; this information may be used to determine the server of the Multimedia Content. If you intend to make use of any Multimedia Content accessed through a Digital Journal Site’s search services for commercial or noncommercial purposes, we strongly suggest that you contact the server and/or owner of the Multimedia Content for permission to use such Multimedia Content.
19. THIRD PARTY DEALINGS & ONLINE SALES DISCLAIMER
You acknowledge that some of the services accessible on the Digital Journal Site are provided by third parties. You acknowledge that in dealings with third parties, Digital Journal is not the seller or provider and your agreement of purchase or for services with such third party is between you and the third party, and not Digital Journal. Digital Journal assumes no responsibility whatsoever for any charges you, or any user of any account you establish through the Digital Journal Site, incurs when making purchases or other transactions in this manner. The responsibility for ensuring compliance with all applicable laws in connection with any such transactions shall be yours and/or the third party’s alone. You agree that Digital Journal shall not be responsible or liable in any way for any loss or damage of any kind incurred as a result of, or in connection with, any such dealings or transactions. You acknowledge and agree that your correspondence or business dealings with any third parties, including any merchants or advertisers, found on, or through, a Digital Journal Site or any of the Services, including payment for and delivery of related goods and services, and all other terms, conditions, representations and warranties related to such dealings, are solely as between you and such third parties.
Digital Journal, the Digital Journal logo, and Digital Journal trademarks and design marks, are trademarks and registered trademarks of Digital Journal Inc. (collectively, the “Digital Journal Marks”). All other product, brand and company names and logos used or mentioned on a Digital Journal Site or any of the Services may be the trademarks or registered trademarks of their respective owners. Any use of any trademarks appearing on a Digital Journal Site or any of the Services without the express written consent of the owner of the trademark is strictly prohibited.
21. GOVERNING LAW/JURISDICTIONAL ISSUES
Except for third party sites and services independently operated and accessed through Digital Journal Sites, all other Digital Journal Sites and Services are controlled, operated and administered by Digital Journal from its offices within Ontario, Canada. Digital Journal makes no representation or warranty that a Digital Journal Site or any of the Services are appropriate or available for use at any locations outside Canada. If you access a Digital Journal Site from outside Canada, you are responsible for compliance with all applicable laws. You may not export any of the Content accessible through a Digital Journal Site in violation of applicable export laws and regulations. These Terms and Conditions shall be interpreted, construed and governed by the laws in force in the Province of Ontario, and the federal laws of Canada applicable therein, without reference to its conflict of laws principles. Subject to the Arbitration and Actions paragraph below, each party hereby agrees to submit to the jurisdiction of the courts of the Province of Ontario and the Federal Courts situated therein, and to waive any objections based upon venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms and Conditions.
22. ARBITRATION AND ACTIONS
Except where prohibited by applicable law, any controversy, claim or dispute arising out of or relating to these Terms and Conditions, your use of any Digital Journal Site or Service (including Paid Services) or the relationship which results from these Terms and Conditions, including without limitation, the performance, breach, enforcement, existence or validity of the matters provided for in these Terms and Conditions which cannot be amicably resolved, even if only one of the parties declares that there is a difference (collectively, a “Claim”), will be referred to and finally settled (to the exclusion of the courts) by private and confidential binding arbitration before a single arbitrator held in Toronto, Ontario in English and governed by Ontario law pursuant to the Arbitration Act 1991, (Ontario), as amended, replaced or re-enacted from time to time. The arbitrator shall be a person who is legally trained and who has experience in the information technology field in Canada and is independent of either party. Any such Claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim, controversy or dispute of any other party. Except where prohibited by applicable law, you agree to waive any right you may have to commence or participate in any class action against us related to any Claim and, where applicable, you also agree to opt out of any class proceedings against us. Notwithstanding the foregoing, we reserve the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through the courts.
These Terms and Conditions constitute the entire agreement between Digital Journal and you pertaining to your use of the Digital Journal Sites and Services and, except as specifically set forth herein, supersede any prior agreements between you and Digital Journal relating to the Digital Journal Sites and Services. Digital Journal may assign these Terms and Conditions, in whole or in part, at any time. Digital Journal’s failure to insist upon or enforce strict performance of any right or provision of the Terms and Conditions shall not constitute or be construed as a waiver of any right or provision. If any of the provisions (or parts thereof) contained in the Terms and Conditions, as amended from time to time, are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions (or parts thereof) contained herein which shall remain in full force and effect and shall be construed as if the invalid provision had been omitted. The parties have required that the Terms and Conditions and all documents relating thereto be drawn up in English.
SUBMITTER CONTENT SUBMISSION LICENCE, RELEASE AND WAIVER
In consideration of Digital Journal’s agreement to allow you to post, e-mail, transmit, upload or otherwise submit any User Content materials to the Digital Journal Sites or Services and, possibly, to review, and potentially publish any such materials submitted to Digital Journal by you, and for other valuable consideration the receipt and sufficiency of which are hereby expressly and irrevocably acknowledged, you agree with Digital Journal as follows.
- You acknowledge that:
- By posting, e-mailing, transmitting, uploading or otherwise submitting any User Content to any Digital Journal Sites or Services, you hereby irrevocably grant and assign to Digital Journal the unlimited right and licence, for the full term of copyright or any extension thereof, to copy, adapt, transmit, communicate, public display and perform, distribute and create compilations and derivative works from such User Content, and to publish, reproduce and otherwise use and exploit the User Content in any manner and in any and all media, whether now known or hereafter devised, throughout the world, without further compensation. Digital Journal shall be entitled to edit the User Content, and you hereby waive in favour of Digital Journal and its assigns, all “moral rights” in and to the User Content. Nothing herein shall obligate Digital Journal to use or publish the User Content in any manner. The rights granted hereunder may be freely assigned or sub-licensed by Digital Journal to any third party.
- Digital Journal receives numerous submissions of ideas, stories and other materials from other sources and, in addition, Digital Journal creates, and/or commissions others to create on Digital Journal’s behalf, such materials (collectively the “Digital Journal Materials”). The subject matter and substance and/or other elements (collectively the “Elements”) contained in the Digital Journal Materials may be similar to those contained in the User Content submitted by you. You expressly and irrevocably understand, acknowledge and agree that Digital Journal is accepting the User Content at your request, which request was and is deemed to have been made by you after having been advised by Digital Journal that there are or may be pre-existing Digital Journal Materials which may have one or more Elements similar, or substantially similar, to those found in the User Content;
- Digital Journal shall be entitled to use the User Content you submit to Digital Journal without compensation or obligation to you; and
- There is no relationship of any type created, including without limitation any agency, or fiduciary relationship, as between you and Digital Journal, by virtue of the submission by you of the User Content to Digital Journal hereunder.
- You hereby expressly and irrevocably release and forever discharge Digital Journal, its parent, subsidiary, affiliated and associated companies, and their directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns of and from any and all actions, causes of action, suits, proceedings, liability, debts, judgments, claims and demands whatsoever in law or equity which you ever had, now have, or hereafter can, shall or may have, for or by reason of, or arising directly or indirectly out of, Digital Journal’s use of the User Content.
- You represent and warrant that:
- the User Content you submit, and each and every of its component elements, are wholly original with you and not copied in whole or part from any other work;
- you have the full and complete right to grant the permissions given hereunder to Digital Journal, and that no further permissions are required from, nor payments required to be made to any third party in connection with the use by Digital Journal of the User Content as contemplated herein; and
- the User Content does not defame any person and does not infringe upon the copyright, moral rights, publicity rights, privacy rights or any other right of any person, or company, or violate any law or judicial or governmental order.
- You hereby agree to indemnify and hold harmless Digital Journal, its partners, co-producers, financiers and distributors, their parent, affiliated and related companies, and all of their respective individual shareholders, directors, officers, employees, licensees and assigns from and against any claims, actions, losses and expenses (including legal expenses) occasioned by any breach of your representations and warranties or any other provision of this license, release and waiver.
- You shall not have any right to terminate the permissions granted herein, nor to seek, obtain, or enforce any injunctive or other equitable relief against Digital Journal, all of which such rights are hereby expressly and irrevocably waived by you in favour of Digital Journal.
- You acknowledge having obtained independent legal advice in connection with this license, release and waiver, failing which, you shall be deemed to have voluntarily waived the right to seek such independent legal advice.
- Except to the extent that they conflict with the license, release and waiver terms of the upload of your Music, Photos, and/or User Content, the general Terms and Conditions for use of the Digital Journal Sites are also applicable to your submission of User Content and such Terms and Conditions are incorporated into this license. If those general Terms and Conditions conflict with the terms and conditions of this license, release and waiver, this license, release and waiver will govern. Except as otherwise defined in this license, any capitalized terms shall have the meanings given to such terms in the general Terms and Conditions.