These Terms and Conditions of Use (the “Agreement”) are between you and POWERSHiFTER Media Corp. (“POWERSHiFTER” or the “Company”). In consideration of the right to access and use the websites located at the Universal Resource Locator addresses http://powershifter.com (the “Sites” or the “Websites”), and to receive the services offered through the Websites, you agree to the terms and conditions of use set forth in this Agreement and acknowledge that you are at least 13 years of age.
This Agreement applies to the Services (as defined in the “Services” section below) currently offered by the Company and Services that the Company may choose to offer in the future (unless stated otherwise).
The Websites and the Services are available only to, and may only be used by, individuals and entities able to form legally binding contracts under applicable law. The Services offered hereunder are not available to children (persons under the age of 13) or to any user who has been suspended from any of the Sites, whose use has been restricted for any reason or whose registration has been revoked. If you are under the age of 13, you can use the Services only in conjunction with, and under the supervision of, your parents or guardians. If you do not qualify, please do not use the Websites or the Services. If you are acting on behalf of any entity or organization, you warrant and represent that you have the authority to bind the entity to this Agreement.
YOUR USE OF THE WEBSITES OR THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT AND INDICATES YOUR WILLINGNESS TO BE BOUND BY THESE TERMS AND CONDITIONS.
The Websites present information and content including, but not limited to, articles, opinions, text, data, software applications, commentary, advertisements, graphics, illustrations, calendars, designs, games, reviews, video and audio files, programs, code, and photos, in addition to User Generated Content (as defined herein) (collectively, “Content”), that is owned or licensed by the Company. The Sites may also include materials owned by third parties and posted on the Sites by virtue of a license, grant or some other form of agreement between the third party and POWERSHiFTER. When used in this Agreement, “we”, “us” and “our” mean POWERSHiFTER.
The Content contained on the Websites is for general information use only and has not been verified by POWERSHiFTER. POWERSHiFTER does not make any representations as to the accuracy or completeness of Content or assume any liability for any loss that may result from the reliance by any person upon any Content we provide. Any statements non-factual in nature constitute only current opinions, which are subject to change without notice.
Through the Websites, you may be able to review Content (as defined herein), upload and download files, register for membership, purchase products, make donations, sign up for events, pay for goods and services, communicate and establish relationships with other users, and post information, opinions and comments (collectively, the “Services”). POWERSHiFTER reserves the right to change, suspend and discontinue any aspect of the Services at any time including, but not limited to, the nature of the Services offered, databases, hours of availability, and software needed for access or use. Notwithstanding anything herein to the contrary, POWERSHiFTER reserves the right to permit or restrict access to Services and Websites to any user in its sole and absolute discretion.
PROFILES, BLOGS AND BOARDS
POWERSHiFTER offers original and third party information on the Websites. You may be invited to provide custom screen names, icons and other profile information (collectively, “Profile Information”), and you may be permitted to comment on, post, transmit or submit messages, ideas, concepts, techniques, know-how and other information and materials, which may include uploading files, inputting data, providing personal information, submitting opinions or engaging in any form of communication that you submit, post and display on the Websites or through the Services (collectively, and together with Profile Information, “User Generated Content”) to other Website users, blogs, bulletin boards and public areas (collectively “Forums”) within or in connection with the Sites or in connection with the Services. In submitting User Generated Content to Forums, you agree to strictly limit yourself to discussions about the subject matter for which the Forums are intended.
USER GENERATED CONTENT
POWERSHiFTER does not endorse or have any control over User Generated Content submitted by you or others and accepts no responsibility whatsoever in connection with or arising therefrom. User Generated Content submitted through the Sites is not necessarily reviewed by the Company prior to posting and does not necessarily reflect the opinions or policies of the Company. If at any time the Company chooses, in its sole discretion, to monitor the Forums, the Company nonetheless assumes no responsibility for User Generated Content, no obligation to modify or remove any inappropriate or inaccurate User Generated Content, and no responsibility for the conduct of the user submitting any User Generated Content.
The Company makes no warranties, express or implied, as to the suitability, accuracy or reliability of any files, data, ideas, information, opinions, designs, communications, messages, posts, transmissions or other content and materials, including User Generated Content, accessible on or through the Websites or the Services (collectively, “Content”). Nonetheless, the Company reserves the right to prevent you from submitting User Generated Content and to edit, restrict or remove any User Generated Content for any reason at any time. You agree that POWERSHiFTER shall accept no liability if we prevent, in our sole discretion, your User Generated Content from being submitted, or we edit, restrict or remove it. You also agree to permit any other user of the Sites and any third-party website on which your User Generated Content may be included, to access, view, store and reproduce the material for such user’s personal use.
Certain portions of the Websites may offer you the ability to send (by e-mail or otherwise) messages directly to the Company or another user. The Company shall have no liability for any delay, loss or damage that may result from your use of e-mail tools or from interception or unauthorized use by third parties of any information you send through our systems. You are solely responsible for your interactions with other users on and through the Websites. POWERSHiFTER reserves the right, but has no obligation, to monitor disputes between you and other users.
In the event a dispute arises between you and POWERSHiFTER or any third party, please e-mail the Company at firstname.lastname@example.org and we will work quickly towards a resolution. We encourage you to report all user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity.
OWNERSHIP AND USE OF CONTENT
As between you and POWERSHiFTER, all Content is owned by POWERSHiFTER and is protected by worldwide copyright laws and treaty provisions, unless otherwise indicated. You may make and use printouts of the Content for your personal, non-commercial use only, provided that the printouts retain all copyright, trademark and other proprietary notices. Use of the Content on any other website or in a networked computer environment for any purpose, or any other republication or redistribution of the Content, including, without limitation, framing the Content within another website, is expressly prohibited without the prior written permission of POWERSHiFTER. Please contact us at email@example.com with any licensing inquiries.
By posting any Content on the Website, you hereby grant the Company a perpetual, world-wide, irrevocable, unrestricted, non-exclusive, royalty-free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, and edit any such Content which you may provide. You hereby waive all rights to any claim against the Company for any alleged or actual infringements of any intellectual property rights, proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such Content. By submitting Content, you represent to the Company that such content is original, you are its rightful owner or that you have first obtained permission from the rightful owner to submit it, and that you have the authority to assign and license to the Company all rights, title and interest as set forth herein in and to such Content. You acknowledge that the Company has detrimentally relied upon this representation. Accordingly, you further agree to defend, hold harmless and indemnify the Company from and against any and all claims of alleged or actual infringements of any intellectual property rights, proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution raised by third parties against the Company in connection with such Content.
You agree to release Company, its parents, partners, contractors and affiliates together with their respective employees, agents, officers, directors and shareholders, from any and all liability and obligations whatsoever in connection with, or arising from, your use of the Forums or the Services. If at any time you are not happy with the Websites or the Services or object to any Content, your sole remedy is to cease using them.
ADVERTISEMENTS AND THIRD PARTY CONTENT
LIMITATION OF USE
You agree that you will neither post on the Websites nor submit to Forums any User Generated Content that:
is unlawful, threatening, obscene, vulgar, pornographic, profane or indecent, including any communication that constitutes (or encourages conduct that would constitute) a criminal offense, gives rise to civil liability or otherwise violates any local, state, national or international law;
violates the copyright, trademark or other intellectual property rights of any other person or POWERSHiFTER;
is false, inaccurate or misleading or improperly assumes or claims the identity, characteristics or qualifications of another person;
imposes an unreasonable or disproportionately large load on the Websites’ infrastructure;
is for the purpose of spamming or aggressively promoting goods or services without our prior authorization;
is fraudulent or involves the distribution or sale of illegal, counterfeit, or stolen items;
contains any virus, Trojan horse, worm, time bomb, cancelbot, Easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, or other harmful component; or is libelous or invasive of privacy or publicity rights or any other third party rights;
Furthermore, you acknowledge and agree that you will not: (i) collect or store personal data about other users of the Websites, including collecting usernames or email addresses of users by electronic or other means for the purpose of sending unsolicited email, (ii) upload, e-mail or otherwise transmit any material or User Generated Content that contains viruses or any other computer code, files or programs that might interrupt, limit or interfere with the functionality of any computer software, hardware, database or file that is owned, leased or used by POWERSHiFTER, the Websites, or their users; or (iii) submit unwanted messages by e-mail or otherwise or post User Generated Content that disparages or insults any user.
POWERSHiFTER and third party trademarks and service marks may or may not be designated as such from time to time on the Sites through use of the SM, TM or ® symbols. Except when included in any authorized printouts of the Content, you are not authorized to make any use of any names, logos or taglines posted on the Sites, whether or not designated by such symbols, including, but not limited to, as metatags or in any other fashion without the express prior written permission of the Company.
REGISTRATION AND SECURITY
In connection with your use of the Website, you may establish or otherwise receive from POWERSHiFTER user IDs, passwords and other security codes (“User Codes”) that you may need in order to access and use certain portions of the Website.
You agree to provide true, accurate, current and complete information about yourself as prompted by the registration form (“Registration Info”) and maintain and promptly update the Registration Info to keep it true, accurate, current and complete. You hereby authorize POWERSHiFTER, directly or through third parties, to make any inquiries we consider necessary to validate your Registration Info. POWERSHiFTER reserves all rights to vigorously pursue legal action against all persons who misrepresent personal information or are otherwise untruthful about their identity, and to suspend or cancel Accounts registered with inaccurate or incomplete information. Notwithstanding the foregoing, you acknowledge that POWERSHiFTER cannot guarantee the accuracy of any information submitted by any user, nor any identity information about any user.
You are responsible for maintaining the confidentiality of your User Codes. You agree that you will be fully responsible for all activities that occur utilizing your User Codes, and that POWERSHiFTER is not under any duty to inquire as to the authority or propriety of any instructions provided via your User Codes, or to otherwise verify the identity of anyone using your User Codes. You agree that POWERSHiFTER shall not be responsible for damages or losses resulting from any breach of security caused by your failure to maintain the confidentiality of your User Codes. If you permit access to your User Codes by third parties, then you agree to defend, indemnify and hold POWERSHiFTER harmless against any liability, losses, damages or costs and expenses (including attorneys’ fees) arising out of, or resulting from, such access and related use of the Websites. POWERSHiFTER reserves the right to block access to the Websites for any reason. You also agree to immediately notify POWERSHiFTER if you become aware of any loss or theft of your User Codes or any unauthorized use of your User Codes.
For your protection, POWERSHiFTER may require the use of encryption technologies for certain types of communications conducted through the Websites. While we may provide those technologies and might use other reasonable precautions to protect confidential information and provide suitable security, we do not guarantee or warrant that information transmitted through the Internet is secure, or that such transmissions will be free from delay, interruption, interception or error.
Not all of the products and Services offered through the Websites are available in all geographic areas, and we reserve the right to restrict any user from purchasing any product or receiving any Service made available through the Websites at any time, without notice. The information provided on the Websites is not directed at, or intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or any non-United States jurisdiction or country that would subject POWERSHiFTER or its affiliates to any registration requirement within such jurisdiction or country.
THE SERVICES, CONTENT AND WEBSITES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WHICH ARE HEREBY EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. THE COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE TO ANY USER FOR ANY ACTS OF FRAUD, THEFT, MISAPPROPRIATION, TAMPERING, HACKING, INTERCEPTION, PIRACY, MISUSE, MISREPRESENTATION, DISSEMINATION, OR OTHER ILLEGAL OR UNAUTHORIZED ACTIVITIES OF THIRD PARTIES. YOU UNDERSTAND AND EXPRESSLY AGREE THAT THE USE OF THE SERVICES, THE WEBSITES AND THE CONTENT IS AT YOUR SOLE RISK, THAT ANY AND ALL CONTENT, MATERIAL AND DATA UPLOADED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITES OR THE SERVICES IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU, YOUR PROPERTY OR ANY THIRD PARTY OR THIRD PARTY’S PROPERTY THAT RESULTS FROM THE USE OF THE WEBSITES OR SERVICES.
TO THE EXTENT THAT THE LAW DOES NOT PERMIT THE DISCLAIMER OF WARRANTIES, ALL CONTENT AND SERVICES ACCESSIBLE ON THE WEBSITES, OR ANY OTHER WEBSITE TO WHICH IT IS LINKED, AND ALL OPERATIONS OF THE WEBSITE AND THE SERVICES ARE WARRANTED ONLY TO THE MINIMUM AMOUNT LEGALLY REQUIRED.
IN USING THE WEBSITES AND THE SERVICES, YOU SPECIFICALLY AGREE THAT YOU WILL NOT HOLD POWERSHiFTER OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS AND SUPPLIERS LIABLE TO YOU OR ANY PARTY FOR ANY DAMAGES OR INJURY OR LOSS, INCLUDING ANY DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOST PROFITS, THAT MAY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE WEBSITES, CONTENT AND SERVICES (OR ANY OTHER DATA OR LINKED WEBSITE) OR OTHERWISE RELATING TO OR ARISING OUT OF THE WEBSITES, FORUMS, THE SERVICES, THE CONTENT OR YOUR USE THEREOF, WHETHER IN AN ACTION FOR BREACH OF CONTRACT, NEGLIGENCE OR OTHER ACTION. POWERSHiFTER SHALL NOT BE LIABLE EVEN IF POWERSHiFTER OR AN AUTHORIZED REPRESENTATIVE OF POWERSHiFTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE MAXIMUM LIABILITY OF POWERSHiFTER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS AND SUPPLIERS FOR ANY CLAIM OR ACTION RELATING TO THE SITES OR THE SERVICES SHALL BE LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES PAID BY YOU TO POWERSHiFTER IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE OF THE ACTION GIVING RISE TO LIABILITY, AND (B) $100.
You agree to indemnify, defend and hold harmless POWERSHiFTER, its officers, directors, employees, consultants, agents and representatives from any and all third party claims, liability, damages, and costs (including, but not limited to, attorneys’ fees, costs and expenses) that result from, arise out of or are in anyway connected with your use of the Services or Websites, your breach of the terms of this Agreement, or your infringement, or infringement by any other person using your account, of any intellectual property or other right of POWERSHiFTER or any other person or entity. The terms of this Agreement will inure to the benefit of POWERSHiFTER’ successors, assigns, licensors and licensees. The Services, the Websites and all related products are designed for personal and legal uses only. It is your responsibility to comply with all federal, state and local laws, rules and ordinances when using the Services, the Websites and any related products. You shall indemnify and hold harmless POWERSHiFTER, officers, directors, employees, consultants, agents and representatives for any and all claims, actual or threatened, actions, damages, liabilities, costs and expenses (including reasonable attorneys’ fees, costs and expenses) that result from, arise out of or are in any way connected with your use of the Services, the Websites, the Content and any related products and services. You covenant to cooperate fully in the defense of any claim.
TERM & TERMINATION
The term of this Agreement shall commence when you first visit the Websites, view the Content or use the Services and shall apply to all of your subsequent visits and uses, provided that nothing herein shall prohibit us from refusing or otherwise restricting access to any user for any reason at any time, in our sole discretion. POWERSHiFTER may, with or without cause, immediately terminate this Agreement without notice, and deny you access to the Websites and the Services in its sole discretion. Without limiting the foregoing, POWERSHiFTER has the right to immediately terminate any passwords or accounts created by you in the event that you breach this Agreement or engage in conduct that POWERSHiFTER, in its sole discretion, considers unacceptable. If this Agreement is terminated, you will no longer be authorized to access any areas of the Websites or use the Services. Without limiting any other rights POWERSHiFTER has, you understand and acknowledge that POWERSHiFTER, in its sole discretion, may pursue legal and equitable relief against you if you breach or threaten to breach this Agreement.
The Content, the Services, the Websites and this Agreement are subject to change and updating by POWERSHiFTER and our affiliates, partners, contractors, agents and representatives at any time without prior notice. The changes may include superseding terms and conditions. YOU SHOULD REVIEW THIS AGREEMENT FROM TIME TO TIME TO BE AWARE OF ANY CHANGES THAT ARE MADE. Your continuing use of the Websites constitutes your acceptance of any change or update, all of which shall become controlling when posted.
APPLICABLE LAW; JURISDICTION
This Agreement set forth the entire understanding and agreement between you and us with respect to the subject matter hereof. If any provision or provisions hereof shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be in any way affected thereby. Except as described herein, you may not assign this Agreement without our explicit consent. You are responsible for fees associated with gaining access to the Websites, including the fees associated with the equipment necessary to access the Internet and the fees charged by your internet service provider.
The Website is maintained by POWERSHiFTER, located at 509 – 207 West Hastings Street Vancouver British Columbia V6B 1H7 Canada