VideoClix General Terms & Conditions

  1. Your Acceptance. By using or visiting this website (together with all Content available through the VideoClix.tv domain name and other sites owned, operated or controlled by VideoClix Technologies Inc., the "Website"), and by using the VideoClix service (the "VideoClix Service" or the "Service") you agree, without limitation or qualification, to be bound by, and to comply with: (a) these Terms and Conditions (the "Terms and Conditions"); and (b) VideoClix's Privacy Policy at www.videoclix.tv/legal/privacy. These Terms & Conditions apply to all users of the Website and Service. If you do not agree to these Terms & Conditions or the Privacy Policy, then please do not use the Website or Service. VideoClix may, in its sole discretion, modify or revise these Terms and Conditions at any time, and you agree to be bound by such modifications or revisions.

  2. Application of Terms and Conditions. Unless explicitly stated otherwise, any new Services offered by VideoClix shall also be subject to these Terms and Conditions and the Privacy Policy. VideoClix may, however, have separate registration procedures and separate terms of service, user agreements, or similar legal agreements for certain products and services. In such cases, the terms and conditions of those agreements will govern your use of the specific VideoClix product or service to which those terms apply. When you are using any service or product offered by VideoClix that does not have a separate legal agreement, these Terms and Conditions will apply.

  3. Outbound Links. VideoClix provides links to web sites that are neither owned nor controlled by VideoClix. VideoClix assumes no responsibility for the content, privacy policies, or practices of any such web sites or the persons that operate them. VideoClix cannot censor or edit the content of any other web site. You agree that VideoClix has no responsibility or liability in respect of any such web site. Accordingly, we encourage you to be aware when you have left the Website and to read the terms and conditions and privacy policy of each other website that you visit.

  4. Use of Service. Subject to these Terms and Conditions and the Privacy Policy, VideoClix hereby grants, and you accept, a non-exclusive, non-transferable, limited license, without right of sublicense, to access and use the Website and Service for your own, purposes. You shall not (a) sell, rent, lease, sublicense or otherwise transfer or distribute any copies of the Website or any Service to third parties; (b) modify, translate, reverse engineer, decompile, or disassemble the Website or any Service or alter any accompanying documentation; (c) create derivative works based upon the technologies provided in connection with the Website and Service or (d) alter, destroy or otherwise remove any proprietary notices, images or logos displayed, provided on or embedded within the Website and Service; (e) transmit any Content which contains software viruses, or other harmful computer code, files or programs; (f) disrupt servers or networks connected to the Website or Service; (g) launch any automated system, including without limitation, "robots," "spiders", and "offline readers," that accesses the Website or Service in a manner that sends more request messages to the VideoClix servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. VideoClix grants the operators of public search engines permission to use spiders to copy materials from the Website for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. VideoClix reserves the right to revoke these exceptions either generally or in specific cases; (h) collect or harvest any personally identifiable information, including account names or e-mail addresses, from the Website or Service, nor to use the communication systems provided by the Website or Service for any commercial solicitation purposes. Except as set forth above, nothing on this website, or provided as part of the VideoClix Service, should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any third-party content made available by VideoClix or other users of the Website or Service, without the prior written permission of the content owner or licensor and VideoClix. Any and all rights not expressly granted herein are reserved. You acknowledge that the licenses and permissions granted herein do not include any right or license to third-party software or services used in connection with, or made available to you, via the Website or Service. VideoClix has the right to terminate your access to the Website or Service, in its sole discretion, immediately and with or without cause.

  5. User Registration and Privacy. In order to access some features of the Website or Service, you will have to create an account. You represent and warrant that: (a) the information about yourself is true, accurate, current, and complete (apart from optional items) as requested by various VideoClix registration forms ("Registration Data") and (b) you will maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If VideoClix suspects that your Registration Data is untrue, inaccurate, not current or incomplete, VideoClix has the right to suspend or terminate your account and refuse any and all current or future use of the Website or Service. You may never use another's account without permission. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify VideoClix immediately of any breach of security or unauthorized use of your account. You will be liable for any use made of your account or password and the losses of VideoClix or others due to such unauthorized use. VideoClix will not be liable for your losses caused by any unauthorized use of your account. All Registration Data becomes the exclusive property of VideoClix, its affiliates, successors in interest, and subsidiaries. VideoClix reserves the right to use and reuse all registration and other personally identifiable user information subject to the VideoClix Privacy Policy at www.videoclix.tv/legal/privacy. Users may edit, update or alter their personally identifiable information at any time by following the instructions located in the VideoClix Privacy Policy.

  6. Content Not Screened or Error Free. You acknowledge and agree that by using the Website or Service, you may be exposed to Content that is offensive, indecent or objectionable. You further acknowledge and agree that the Website or Service and the Content may contain errors or omissions. You acknowledge and agree that VideoClix does not screen or review published content on the Website or Service to determine whether it contains false or defamatory material, or material which is offensive, indecent, objectionable, or which contains errors or omissions. Under no circumstances will VideoClix be liable in any way for any user or other third-party content, including, but not limited to, defamation, falsehoods, errors or omissions in any such Content, or for any loss or damage of any kind incurred as a result of the use or publication of any such content posted, emailed or otherwise transmitted via the Website or Service. VideoClix does not guarantee that content accessed or provided via the Website or Service will be to your satisfaction. In the event that you believe that content published on the website or through the Website or Service contains defamatory material or otherwise is published in violation of these Terms and Conditions please contact us right away using the contact information below.

    • VideoClix Technologies Inc.
      c/o General Council
      200-931 Fort Street
      Victoria BC V8V 3K3
      Canada
      By phone: (250) 385-6004
      By Fax: (250) 385-6008
  7. Prohibited Conduct. You agree that you will not use the Website or the Service to do any of the following: (a) restrict or inhibit others from using and enjoying the Website or the Service; (b) gain unauthorized access to other accounts on the Website or through the Service; (c) store, collect or disclose any information, except as strictly necessary for you to use the Website or Service; or (d) impersonate or otherwise misrepresent any person or entity, or make false or misleading indications of origin or fact. You agree not to use the Service to upload, post, email, otherwise transmit, transfer, distribute, display, post links to, or advertise any of the following: (e) content that promotes illegal activity, including without limitation the provision of instructions for illegal activity; (f) content that exploits the images of children under 18 years of age, or that discloses personally identifying information belonging to children under 18 years of age or harm minors in any other way; (g) content that you do not have a right to transmit under any law or regulation or under contractual or fiduciary relationships (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (h) content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy or publicity rights, hateful, or racially, sexually, ethnically or otherwise objectionable; (i) content that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party, or contributing to inducing or facilitating such infringement, including making available; (j) copyrighted software or other content that has not been authorized for retransmission, distribution or use on or with the Service; (ii) serial numbers for software that can be used to illegally validate or register software; (iii) tools that can be used for designed to obtain unauthorized access to software or other copyrighted content; and (iv) any software files for which the user does not own the copyright or have the legal right to make available; (k) content regarding any raffle, contest or game requiring a fee by participants; (l) unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose; or (m) material that contains software viruses, worms, trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the Website or the Service. You may not interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Services. You may not advertise, offer for sale, or sell any item you are prohibited from advertising or selling by any applicable local, state, national, or international law, including regulations having the force of law, or advertise, offer for sale, or sell any of the following items: (n) firearms, explosives, or weapons; (o) food that is not packaged or does not comply with all laws governing the sale of food to consumers by commercial merchants; (p) any items that are indecent or obscene, that are hateful or racially, sexually, ethnically or otherwise objectionable, that contain child pornography, that are otherwise pornographic in nature, or are harmful to minors; (q) any controlled substances; (r) any items that are counterfeit or stolen; (s) any dangerous items; (t) any goods or services that do not, in fact, exist; (u) any registered or unregistered securities; (i) any items that violate or infringe the rights of other parties; (v) any items that you do not have the legal right to sell; or (w) any items where advertising, offering for sale or selling through VideoClix or the Service would cause VideoClix to violate any law. Without limiting the foregoing, you agree to comply with all applicable laws, rules and regulations that apply to your use of the Website and Service. You, and not VideoClix, shall be responsible for ensuring that your use of the Website and Service in connection with your content offering does not constitute a criminal offense, give rise to civil liability or otherwise violates any applicable law, regulation or ordinance, including, but not limited to, U.S. law, regarding the transmission of copyrighted, trademarked content or personally-identifiable information or controlled technical data.

  8. Copyright and Notices for Making Intellectual Property Right Claims. VideoClix respects the intellectual property rights of others, and requests you to do the same. VideoClix does not permit copyright infringing activities and infringement of intellectual property rights on its Website or Service, and VideoClix will remove all Content if properly notified that such Content infringes on another's intellectual property rights. VideoClix reserves the right to remove Content without prior notice. VideoClix will also terminate a User's access to the Website or Service, if they are determined to be a repeat infringer. VideoClix may remove such Content and/or terminate a User's access for uploading such Content in violation of these Terms & Conditions at any time, without prior notice and at its sole discretion. If you believe that your Content has been copied in a way that constitutes copyright infringement, please provide VideoClix's General Council (see Section 6) the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright; (b) a description of the copyrighted work that you claim has been infringed, including the URL (web page address) of the location where the copyrighted work exists or a copy of the copyrighted work; (c) a description of where the material that you claim is infringing is located on the Website, including the URL; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

  9. DISCLAIMER OF WARRANTIES. THE SERVICES, AND ALL CONTENT, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE WEBSITE OR SERVICE, ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, VIDEOCLIX AND ITS SUBSIDIARIES AND AFFILIATES (A) MAKE NO REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER (i) REGARDING THE WEBSITE, THE CONTENT, THE SERVICE, OR ANY OTHER MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY OR ACCESSED THROUGH THIS WEBSITE, FOR ANY PRODUCTS OR SERVICE OR HYPERTEXT LINKS TO THIRD PARTIES, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE WEBSITE OR ASSOCIATED MATERIALS OR ANY LINKED SITE; OR (ii) THAT THE MATERIALS ON THIS WEBSITE CONFORM TO YOUR LOCAL LAWS (IF YOU ARE ACCESSING THIS WEBSITE FROM A LOCATION OUTSIDE BRITISH COLUMBIA, YOU ACKNOWLEDGE THAT YOU ALONE ARE RESPONSIBLE FOR COMPLIANCE WITH YOUR LOCAL LAWS); AND (B) HEREBY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING ANY OF THE FOREGOING, VIDEOCLIX MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF THIS WEBSITE, THE CONTENT, THE SERVICE, OR ANY OTHER MATERIALS, INFORMATION OR FUNCTIONS MADE ACCESSIBLE BY OR ACCESSED THROUGH THIS WEBSITE. THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE OR SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL.

  10. LIMITATION OF LIABILITY. YOUR USE OF THE SERVICES DOES NOT ENTITLE YOU TO SEEK ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FROM VIDEOCLIX (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF OR DAMAGE TO SUBSCRIBER'S CONTENT OR DATA, COST OF COVER OR OTHER INDIRECT DAMAGES OF ANY KIND), WHETHER ALLEGED AS A BREACH OF CONTRACT, TORT OR OTHER FORM OF ACTION, EVEN IF VIDEOCLIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT WILL VIDEOCLIX'S TOTAL AGGREGATE LIABILITY EXCEED THE GREATER OF AMOUNTS PAID FOR USE OF THE SERVICES OR USD $1000.00, REGARDLESS OF THE NATURE OF THE CLAIM. YOU HEREBY WAIVE ANY CLAIM FOR DAMAGES IN EXCESS OF THIS LIMITATION. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND TO THE EXTENT APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE FOREGOING LIMITATION MAY NOT APPLY TO YOU. YOU ACKNOWLEDGE AND AGREE THAT IN THE ABSENCE OF THIS LIMITATION OF LIABILITY THESE TERMS OF USE WOULD BE MATERIALLY DIFFERENT OR YOU WOULD NOT BE GRANTED ACCESS TO THE WEBSITE OR THE VIDEOCLIX SERVICE.

  11. Indemnification. You agree to indemnify and hold VideoClix and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third-party due to or arising out of Your use of the Website, the Service or any Content you submit, post, transmit or make available through the Service.

  12. Jurisdiction. These Terms and Conditions and the relationship between you and VideoClix shall be governed by the laws of the Province of British Columbia without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within the Province of British Columbia for the adjudication of any and all claims arising out of your use of the VideoClix Website and VideoClix Service, and you waive any objection thereto.

Last Date Modified: May 28,2008