Terms of Use

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PLEASE READ THIS DOCUMENT CAREFULLY. BY CONTINUING TO USE OUR WEBSITE AND MOBILE APPLICATION (COLLECTIVELY, THE “PLATFORM”) YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU ARE NOT WILLING TO BE BOUND BY THESE TERMS OF USE, YOU MAY NOT USE THE PLATFORM.

1.  DEFINITIONS

1.1  “Terms” shall mean these Terms of Use. 

1.2 “Intellectual Property Rights” includes all patents, inventions, trade-marks, service marks, registered designs, integrated circuits, topographies, including applications for any of the foregoing, as well as copyrights, design rights, know-how, confidential information, trade secrets, and any other similar rights in Canada and in any other country.

1.3 “App” shall mean the Nextopicon mobile application in object code form, any files delivered by Nextopicon Media Inc. (via online transmission or otherwise) to patch, update, or otherwise modify the App, and any related printed or electronic user documentation. 

2. Third Party Websites

2.1 The Platform may contain links to other Internet sites owned by third parties. Your use of each of those sites is subject to the conditions, if any, that each of those sites have posted. Nextopicon Media Inc. has no control over sites that are not ours, and Nextopicon Media Inc. is not responsible for any use of such sites or content on them. s inclusion on its site of the App of any third party content or a link to a third party site is not an endorsement of that content or third party site.

3. GRANT OF LICENSE

3.1 Subject to your compliance with these Terms, Nextopicon Media Inc. hereby grants to you, and you hereby accept, a non-transferable and non-exclusive license (the “License”) to download and install a copy of the App on a mobile device and to run such copy of the App for your own personal non-commercial purposes. Any rights not expressly granted under this Agreement shall be reserved for Nextopicon Media Inc. Source code as well as any other information pertaining to the logic, design, or structure of the Software is specifically excluded from the License granted hereunder. Title to the App and all copies thereof which you are permitted to make hereunder shall at all times remain with Nextopicon Media Inc. and all Intellectual Property Rights of whatever nature with respect thereto shall be and remain the exclusive property of Nextopicon Media Inc.

4. LICENSE RESTRICTIONS

4.1 Except as otherwise provided in section 2 above, you shall not: (1) copy the App except for a single copy to be used solely for backup or archival purposes; (2) market distribute, export, translate, loan, rent, assign share, sublicense, or make available to any other person in any way (in whole or in part), nor modify the App or merge any part of it with another software program; and (3) attempt to determine the source code for the App, nor modify, reprogram, translate, disassemble, decompile, or otherwise reverse engineer the App (except to the extent applicable laws specifically prohibit such restriction). 

4.2 For clarity, no rights are licensed with respect to audio visual recordings and the content embodied therein that are made available from or through the Platform.

5. PROPRIETARY RIGHTS

5.1 You acknowledge that the App and all related information is proprietary to Nextopicon Media Inc. and that all rights thereto, including all Intellectual Property Rights, are owned by Nextopicon Media Inc. You further acknowledge that the App contains trade secrets of Nextopicon Media Inc. and that the App is protected by Canadian and international copyright and other intellectual property laws and treaties. You bear all risk of loss of the App while it is in your possession or under your care and control. You agree to notify Nextopicon Media Inc. immediately of the unauthorized possession or use of the App. You will promptly furnish full details of such unauthorized possession or use to Nextopicon Media Inc., will assist in preventing the recurrence of such possession or use, and will cooperate, at your expense, with Nextopicon Media Inc. to protect Nextopicon Media Inc.’s proprietary rights, including any Intellectual Property Rights. Your compliance with this provision shall not be construed as a waiver of any right of Nextopicon Media Inc. to recover damages from, or obtain other relief against you. 

5.2 You acknowledges and agree that the App is of an extraordinary and unique character and that the injury which would be suffered by Nextopicon Media Inc. in the event of a breach of any of your obligations hereunder would be irreparable and otherwise of a character which could not be fully compensated for solely by recovery of monetary damages. Accordingly, you agree that, without in any way limiting the other rights or remedies of Nextopicon Media Inc., Nextopicon Media Inc. shall be entitled to apply to obtain equitable relief, restraining order, injunction, decree, or remedy, as may be appropriate to restrain any breach or threatened breach of these Terms. 

6.  ASSIGNMENT OF RIGHTS 

6.1 Nextopicon Media Inc. may assign all of its rights and obligations set out hereunder and upon such assignment shall be released from all such obligations.

6.2 Neither these Terms nor any rights hereunder, in whole or in part, shall be assigned by you without Nextopicon Media Inc.’s written consent, which shall not be unreasonably withheld. 

7. PATCHES AND UPDATES

7.1 Nextopicon Media Inc. may deploy or provide patches, updates, and modifications to the Platform that must be installed for continued use. Nextopicon Media Inc. may update the Platform remotely without your knowledge and you hereby grant consent to Nextopicon Media Inc. to deploy and apply such patches, updates and modifications.

8. MINIMUM AGE 

8.1 The Platform are not for use by anyone under the age of eighteen (18).

8.2 To use the Platform, you agree that you must be the “Minimum Age” (as defined below) or older. Creating an account with false information is a violation of these Terms, including accounts registered on behalf of others or persons under the age of eighteen (18).

8.3 “Minimum Age” means eighteen (18) years old. However, if law requires that you must be older for Nextopicon Media Inc. to lawfully provide the Platform to you (including using of your personal data) then the Minimum Age is such older age.

9. NO WARRANTY

9.1 The Platform are provided 'As Is' without any express or implied warranty of any kind, including but not limited to any warranties of merchantability, non-infringement, or fitness of a particular purpose. NEXTOPICON MEDIA INC. does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within thE PLATFORM. NEXTOPICON MEDIA INC. does not warrant that the functionality of the PLATFORM will meet YOUR requirements, nor that the platform will run uninterrupted or error free. NEXTOPICON MEDIA INC. is not responsible for the Results of YOUR use of the PLATFORM or for any action taken by YOU or third parties on the basis thereof. NEXTOPICON MEDIA INC. makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program. 

10. LIMITATION OF LIABILITY; INDEMNITY

10.1 THE MAXIMUM AGGREGATE LIABILITY OF NEXTOPICON MEDIA INC., ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, DISTRIBUTORS, AND RE-SELLERS, UNDER THIS LICENSE FOR ALL LOSSES, DAMAGES, EXPENSES, OR INJURIES, WHETHER UNDER CONTRACT, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE, AND STRICT LIABILITY, BY STATUTE, OTHER LEGAL THEORY, OR OTHERWISE, HOWSOEVER ARISING, SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100) REGARDLESS OF A BREACH OF ANY FUNDAMENTAL TERM OR A FINDING THAT THE REMEDIES PROVIDED HEREIN FAILED WITH RESPECT TO THEIR ESSENTIAL PURPOSE. NO ACTION OR PROCEEDING RELATING TO THESE TERMS MAY BE COMMENCED BY YOU MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION ARISES.

10.2 IN NO EVENT SHALL NEXTOPICON MEDIA INC. BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR: (1) ANY AMOUNTS REPRESENTING LOSS OF PROFITS OR REVENUES HOWSOEVER ARISING; (2) SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SAME; (3) DAMAGES OR EXPENSES ARISING FROM CHANGES IN OPERATING CHARACTERISTICS OF HARDWARE OR SOFTWARE; OR (4) DAMAGES ARISING FROM THE USE OF THE PLATFORM WITH OTHER SOFTWARE. YOU SHALL IDEMNIFY, DEFEND, AND HOLD HARMLESS NEXTOPICON MEDIA INC. IN RESPECT OF ALL CLAIMS OF DAMAGES EXCLUDED HEREUNDER. 

10.3 YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS NEXTOPICON MEDIA INC. FROM AND AGGAINST ANY AND ALL LOSSES, COSTS, EXPENSES, CLAIMS, OR DAMAGES ARISING OUT OF ANY CLAIM, SUIT, ACTION, OR JUDGMENT BROUGHT AGAINST NEXTOPICON MEDIA INC. BY A THIRD PARTY AS A RESULT OF THE USE BY YOU OF THE PLATFORM, THE PERFORMANCE, NON-PERFORMANCE, OR IMPROPER PERFORMANCE OF THE PLATFORM. 

11. HEADINGS

11.1 The article headings in these Terms are inserted for convenience of reference only and shall not be considered in the interpretation of these Terms. 

12. PREAMBLE

13.1 The preamble forms an integral part of these Terms.

13. GOVERNING LAW

13.1 These Terms shall be governed by and construed in accordance with the laws in force in the Province of Ontario, Canada, and any dispute stemming from this Agreement shall be submitted to the jurisdiction of the courts of the Province of Ontario, Canada. The Parties hereby expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

14. LANGUAGE

14.1 The parties hereto have required that these Terms and all documents relating hereto be drawn-up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais. 

15.  CURRENCY

15.1 All sums of money which are referred to in these Terms are expressed in lawful money of Canada, unless otherwise specified.

16. FORCE MAJEURE

16.1 Nextopicon Media Inc. shall not be liable to you for non-performance or delay in performance caused by anything beyond its reasonable control, including without limitation, acts of God, acts of government, war, strikes, lockouts, embargoes, failure of communications networks, or denial of service/access attacks. 

17.  SEVERABILITY 

17.1 Any provision of these Terms which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective only to the extent of such invalidity or unenforceability and shall be severed from the balance of these Terms without invalidating or affecting the remaining provisions of these Terms in that or any other jurisdiction, which remaining provisions shall continue in full force and effect. 

18. COMMUNICATIONS

18.1 If you have any concerns about the Platform or any questions, comments or requests regarding this Agreement or if any condition in this Agreement requires you to give Nextopicon Media Inc. notice in writing, then you can direct same to the following address:

20 Crestview Court 

Sault Ste Marie 

Ontario P6B 6H7

19. ENTIRE AGREEMENT

19.1 These Terms constitute the entire agreement and understanding between the parties with respect to the matters dealt with herein. All previous agreements, understandings, and representations, whether written or oral, between the parties have been superseded by this Agreement.