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Copyright 2013 © Wheels on Edge and Lunchroom Productions. All Rights Reserved.
1. Your Acceptance
A. By using and/or visiting this website (collectively, including all content and available through the wheelsonedge.com domain name and any country-specific domains or sub domains thereof, the "Wheels on Edge Website", or "Website"), you signify your agreement to (1) these terms and conditions (the "Terms of Service"), (2)Wheels On Edge's privacy notice, found at https://www.wheelsonedge.com/privacy.asp and incorporated here by reference. If you do not agree to any of these terms, the Wheels on Edge privacy notice, please do not use the Wheels on Edge Website. Although we may attempt to notify you when major changes are made to these Terms of Service, you should periodically review the most up-to-date version. Wheels on Edge may, in its sole discretion, modify or revise these Terms of Service and policies at any time, and you agree to be bound by such modifications or revisions. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
2. Wheels on Edge Website
A. These Terms of Service apply to all users of the Wheels on Edge Website, including users who are also contributors of video content, information, and other materials or services on the Website. The Wheels on Edge Website includes all aspects of Wheels on Edge, including the Wheels on edge "Embeddable Player" and the Wheels on Edge "Uploader."
B. The Wheels on Edge Website may contain links to third party websites that are not owned or controlled by Wheels on Edge. Wheels on Edge has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, Wheels on Edge will not and cannot censor or edit the content of any third-party site. By using the Website, you expressly relieve Wheels on Edge from any and all liability arising from your use of any third-party website.
3. Wheels on Edge Accounts
A. In order to access some features of the Website, you will have to create a Wheels on Edge account. You may never use another's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Wheels on Edge immediately of any breach of security or unauthorized use of your account.
B. Although Wheels on Edge will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Wheels on Edge or others due to such unauthorized use.
4. General Use of the Websiteâ€”Permissions and Restrictions
Wheels on Edge hereby grants you permission to access and use the Website as set forth in these Terms of Service, provided that:
A. You agree not to distribute in any medium any part of the Website, including but not limited to User Submissions (defined below), without Wheels on Edge's prior written authorization.
B. You agree not to alter or modify any part of the Website, including but not limited to Wheels on Edge's Embeddable Player or any of its related technologies.
C. You agree not to use the Website, including the Wheels on Edge Embeddable Player for any commercial use, without the prior written authorization of Wheels on Edge. Prohibited commercial uses include any of the following actions taken without Wheels on Edge's express approval:
sale of access to the Website or its related services (such as the Embeddable Player) on another website;
use of the Website or its related services (such as the Embeddable Player), for the primary purpose of gaining advertising or subscription revenue;
the sale of advertising, on the Wheels on Edge website or any third-party website, targeted to the content of specific User Submissions or Wheels on Edge content;
D. Prohibited commercial uses do not include:
uploading an original video to Wheels on Edge to promote your business or artistic enterprise;
using the Embeddable Player to show Wheels on Edge videos on an ad-enabled blog or website, provided the primary purpose of using the Embeddable Player is not to gain advertising revenue or compete with Wheels on Edge;
any use that Wheels on Edge expressly authorizes in writing.
E. If you use the Wheels on Edge Embeddable Player on your website, you must include a prominent link back to the Wheels on Edge website on the pages containing the Embeddable Player and you may not modify, build upon, or block any portion of the Embeddable Player in any way.
F. You agree not to use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Website in a manner that sends more request messages to the Wheels on Edge 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. Notwithstanding the foregoing, Wheels on Edge grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. Wheels on Edge reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Website, nor to use the communication systems provided by the Website (e.g. comments, email) for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Website with respect to their User Submissions.
H. Wheels on Edge reserves the right to discontinue any aspect of the Wheels on Edge Website at any time.
5. Your Use of Content on the Site
In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of content on the Wheels on Edge Website.
A. The content on the Wheels on Edge Website, except all User Submissions (as defined below), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Wheels on Edge, subject to copyright and other intellectual property rights under the law. Content on the Website is provided to you AS IS for your information and personal use only and may not be downloaded, copied, modified, produced, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, translated, published, performed or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Wheels on Edge reserves all rights not expressly granted in and to the Website and the Content.
B. You may access User Submissions solely:
for your information and personal use;
as intended through the normal functionality of the Wheels on Edge Service; and for Streaming.
"Streaming" means a contemporaneous digital transmission of an audiovisual work via the Internet from the Wheels on Edge Service to a user's device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the user. Accessing User Videos for any purpose or in any manner other than Streaming is expressly prohibited. User Videos are made available "as is."
C. User Comments are made available to you for your information and personal use solely as intended through the normal functionality of the Wheels on Edge Service. User Comments are made available "as is", and may not be used, copied, modified, produced, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded, translated, published, performed or otherwise exploited in any manner not intended by the normal functionality of the Wheels on Edge Service or otherwise as prohibited under this Agreement.
D. You may access Wheels on Edge Content, User Submissions and other content only as permitted under this Agreement. Wheels on Edge reserves all rights not expressly granted in and to the Wheels on Edge Content and the Wheels on Edge Service.
E. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Submissions of third parties obtained through the Website for any commercial purposes.
F. You agree not to circumvent, disable or otherwise interfere with security-related features of the Wheels on Edge Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Wheels on Edge Website or the Content therein.
G. You understand that when using the Wheels on Edge Website, you will be exposed to User Submissions from a variety of sources, and that Wheels on Edge is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Wheels on Edge with respect thereto, and agree to indemnify and hold Wheels on Edge, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.
6. Your User Submissions and Conduct
A. As a Wheels on Edge account holder you may submit video content ("User Videos") and textual content ("User Comments"). User Videos and User Comments are collectively referred to as "User Submissions." You understand that whether or not such User Submissions are published, Wheels on Edge does not guarantee any confidentiality with respect to any User Submissions.
B. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: you own or have the necessary licenses, rights, consents, and permissions to use and authorize Wheels on Edge to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions and have all necessary consents to collect, use and disclose any personally identifiable information contained or displayed in any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Service.
C. For clarity, you retain all of your ownership rights in your User Submissions. However, by submitting User Submissions to Wheels on Edge, you hereby grant Wheels on Edge a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Wheels on Edge Website and Wheels on Edge (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Wheels on Edge Website (and derivative works thereof) in any media formats and through any media channels. You also hereby waive any moral rights you may have in your User Submissions and grant each user of the Wheels on Edge Website a non-exclusive license to access your User Submissions through the Website, and to use, reproduce, distribute, display and perform such User Submissions as permitted through the functionality of the Website and under these Terms of Service. The above licenses granted by you in User Videos terminate within a commercially reasonable time after you remove or delete your User Videos from the Wheels on Edge Service. You understand and agree, however, that Wheels on Edge may retain, but not display, distribute, or perform, server copies of User Submissions that have been removed or deleted. The above licenses granted by you in User Comments are perpetual and irrevocable.
D. In connection with User Submissions, you further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner and the necessary consents from any individuals whose personally identifiable information is contained in such material to post the material and to grant Wheels on Edge all of the license rights granted herein.
F. Wheels on Edge does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and Wheels on Edge expressly disclaims any and all liability in connection with User Submissions. Wheels on Edge does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and Wheels on Edge will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights or contravenes any applicable privacy legislation. Wheels on Edge reserves the right to remove Content and User Submissions without prior notice.
7. Account Termination Policy
A. Wheels on Edge will terminate a User's access to its Website if, under appropriate circumstances, the User is determined to be a repeat infringer.
B. Wheels on Edge reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement or privacy law, such as, but not limited to, hate crimes, pornography, obscene or defamatory material, or excessive length. Wheels on Edge may remove such User Submissions and/or terminate a User's access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.
8. Copyright Policy
A. Wheels on Edge operates a clear copyright policy in relation to any User Submissions that are alleged to infringe the copyright of a third party.
B. As part of Wheels on Edge policy, Wheels on Edge will terminate user access to the Website if a user has been determined to be a repeat infringer. A repeat infringer is a user who has been notified of infringing activity more than twice.
9. Warranty and Condition Disclaimer
YOU AGREE THAT YOUR USE OF THE WHEELS ON EDGE WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WHEELS ON EDGE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, LEGAL, STATUTORY, CONTRACTUAL, EXTRA-CONTRACTUAL, DELICTUAL OR IN TORT, AND WHETHER ARISING BY LAW, STATUTE, USAGE OF TRADE, CUSTOM, COURSE OF DEALING OR PERFORMANCE, OR THE PARTIES' CONDUCT OR COMMUNICATION WITH ONE ANOTHER, OR AS A RESULT OF THE NATURE OF THESE TERMS AND CONDITIONS, THE WEBSITE AND YOUR USE THEREOF OR IN CONFORMITY WITH USAGE, EQUITY OR LAW OR OTHERWISE. WHEELS ON EDGE MAKES NO WARRANTIES, CONDITIONS OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY, PROPERTY, BODILY, MORAL OR MATERIAL DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WHEELS ON EDGE WEBSITE. WHEELS ON EDGE EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF ANY KIND OF FITNESS FOR A PARTICULAR OR GENERAL PURPOSE, QUALITY, MERCHANTABILITY, WORKMANSHIP, NON-INFRINGEMENT, OR TITLE AND OWNERSHIP. WHEELS ON EDGE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WHEELS ON EDGE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WHEELS ON EDGE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROVISIONS OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS ARE HEREBY DISCLAIMED.
10. Limitation of Liability
IN NO EVENT SHALL WHEELS ON EDGE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY, PROPERTY, BODILY, MORAL OR MATERIAL DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WHEELS ON EDGE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER ARISING BY LAW, STATUTE, USAGE OF TRADE, CUSTOM, COURSE OF DEALING OR PERFORMANCE, OR THE PARTIES' CONDUCT OR COMMUNICATION WITH ONE ANOTHER, OR AS A RESULT OF THE NATURE OF THESE TERMS AND CONDITIONS OR IN CONFORMITY WITH USAGE, EQUITY OR LAW OR OTHERWISE, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
YOU SPECIFICALLY ACKNOWLEDGE THAT WHEELS ON EDGE SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
The Website is controlled and offered by WHEELS ON EDGE from its facilities in the CANADA via an IPS in the United States. Wheels on Edge makes no representations that the Wheels on Edge Website are appropriate or available for use in other locations. Those who access or use the Wheels on Edge Website from other jurisdictions do so at their own volition and are responsible for compliance with local law.
You agree to defend, indemnify and hold harmless Wheels on Edge, its parent corporation, officers, directors, employees and agents, from and against any and all claims, demands, causes of action, damages, obligations, losses, liabilities, costs or debt, and expenses, (including but not limited to reasonable legal fees) arising from: (i) your use of and access to the Wheels on Edge Website; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, intellectual property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party. This defence and indemnification obligation will survive these Terms of Service and your use of the Wheels on Edge Website.
12. Ability to Accept Terms of Service
You affirm that you are either more than the age of majority in your jurisdiction of residence, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. In any case, you affirm that you are over the age of 13, as the Wheels on Edge Website is not intended for children under 13. If you are under 13 years of age, then please do not use the Wheels on Edge Website - there are lots of other great web sites for you. Talk to your parents about what sites are appropriate for you.
These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Wheels on Edge without restriction.
You agree that: (i) the Wheels on Edge Website shall be deemed solely based in Ontario, Canada; and (ii) the Wheels on Edge Website shall be deemed a passive website that does not give rise to personal jurisdiction over Wheels on Edge, either specific or general, in jurisdictions other than Ontario. Unless prohibited by local law, these Terms of Service shall be governed by the internal substantive laws of the Province of Ontario, without respect to its conflict of laws principles. Unless prohibited by local law, any claim or dispute between you and Wheels on Edge that arises in whole or in part from the WheelsOnEdge Website shall be decided exclusively by a court of competent jurisdiction located in Northumberland County, Ontario. These Terms of Service, together with the Privacy Notice at https://www.wheelsonedge.com/t/privacy and any other legal notices published by Wheels on Edge on the Website, shall constitute the entire agreement between you and Wheels on Edge concerning the Wheels on Edge Website. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Wheels on Edge's failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. Wheels on Edge reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of the Wheels on Edge Website following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. TO THE MAXIMUM EXTENT PERMITTED BY LOCAL LAW, YOU AND WHEELS ON EDGE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WHEELS ON EDGE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
The parties confirm that it is their wish that this agreement, as well as any other documents relating to this agreement, including notices, schedules and authorizations have been and shall be drawn up in the English language only.