Terms of Service Agreement
This website is operated by Streamforge Inc. (“Company”,“us”, “our”, “we”). By visiting our site and/or signing into our application,you agree to be bound by the following terms and conditions (“Terms of Service”or “Terms”) that govern your use of the site. Certain features of thesite may be subject to additional guidelines, terms, or rules, which will beposted on the site in connection with such features. All such additional terms,guidelines, and rules are incorporated by reference into these Terms.
PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.
This Agreement may be modified by us from time to time, such modifications to be effective upon posting on the site. By accessing and/or using the site, you accept these Terms of Service, and agree to the terms, conditions and notices contained or referenced herein.
1. Accounts
In order to use certain features of the site, you must register for an account (“Account”) and provide certaininformation about yourself as part of the registration process. You represent and warrant that: (i) all required registration information is truthful and accurate, and that you will not submit any false or misleading information; (ii)you will maintain the accuracy of all such information; and (iii) you will not impersonate nor allow any other person to impersonate any other licensee, user,or customer.
2. Use of Service
If you are using the Service and/or accessing the website on behalf of a company, entity, or organization (collectively, a“Subscribing Entity”), you represent and warrant that:
a. You are an authorized representative of the Subscribing Entity, and that you have the authority to bind the Subscribing Entity to this Terms of Service;
b. You have readand understand this Terms of Service;
c. You agree to this Terms of Service on behalf of the Subscribing Entity; and
d. You are at orabove the age of majority in your jurisdiction.
Illegal and/or unauthorized uses of the website include, but are not limited to, browsing or downloading illegal content,collecting usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email, unauthorized framing of or linking to the website, sharing or disclosing your username or password to any third party or permitting any third party to access your account, attempting to impersonate another user or person, use of the website in any fraudulent or misleading manner, any automated use of the system, such as scraping the website, automated scripts, spiders, robots, crawlers, data mining tools or the like, interfering with, disrupting, or creating an undue burden on the website or the networks or services connected to the website, and using the website in a manner inconsistent with any and all applicable laws and regulations. Illegal and/or unauthorized use of the website may be investigated, and appropriate legal action may be taken, including without limitation, civil, criminal, and injunctive redress. Use of the website and Service is with the permission of the Company, which may be revoked at any time, for any reason, in our own sole discretion.
3. Account Security
You are responsible for maintaining the confidentiality of the username and password that you designate during the registration process, and you are fully responsible for all activities that occur under your username and password. You agree to (i) immediately notify us of any unauthorized use of your username or password or any other breach ofsecurity, and (ii) ensure that you exit from your account at the end of eachsession. We will not be liable for any loss or damage arising from your failureto comply with this provision.
4. Term: Renewal
Your subscription is for the initial service term as specified in the Order Form and shall be automatically renewed for additional periods of the same duration as the initial service term, unless either party requests non-renewal and/or cancels the subscriptions (i) at least thirty (30) days prior to the end of the then-current term for quarterly, semi-annual and annual subscriptions, or (ii) prior to 11:59 p.m. Eastern Timeon the day before your next recurring billing date for monthly subscriptions.Subscriptions are non-cancelable during the term specified in the Order Form.
5. Use of Website
a. You may notbrowse or download illegal content.
b. You must not copy or capture, or attempt to copy or capture, any content from the website(the “Content”) or any part of the website, unless given express permission by us.
c. You must not copy, republish, adapt, make available or otherwise communicate to the public, display, perform, transfer, share, distribute or otherwise use or exploit anyContent on or from the Platform, except (i) where such Content is created by you (such content, “Your Content”), or (ii) as permitted under these Terms ofService, and within the parameters set by the person or entity that uploaded the Content (the “Uploader”) (for example, under the terms of Creative Commons licenses selected by the Uploader).
d. You must not use any Content (other than Your Content) in any way that is designed to create a separate content service or that replicates any part of the website’s offering.
e. You must notemploy scraping or similar techniques to aggregate, repurpose, republish orotherwise make use of any Content.
f. You must notemploy the use of bots, botnets, scripts, apps, plugins, extensions or otherautomated means to register accounts, log-in, post comments, or otherwise toact on your behalf, particularly where such activity occurs in a multiple orrepetitive fashion. You must not offer or promote the availability of any suchtechniques or services to any other users of the website.
g. You must notalter or remove, or attempt to alter or remove, any trademark, copyright orother proprietary or legal notices contained in, or appearing on, the websiteor any Content appearing on the website (other than Your Content).
h. You must not,and must not permit any third party to, copy or adapt the object code of the website,or reverse engineer, reverse assemble, decompile, modify or attempt to discoverany source or object code of any part of the website, or circumvent or attemptto circumvent or copy any copy protection mechanism or access any rightsmanagement information pertaining to Content other than Your Content.
i. You must not usethe website to upload, post, store, transmit, display, copy, distribute,promote, make available or otherwise communicate to the public:
● any Content thatis offensive, abusive, libelous, defamatory, obscene, racist, sexuallyexplicit, ethnically or culturally offensive, indecent, that promotes violence,terrorism, or illegal acts, incites hatred on grounds of race, gender, religionor sexual orientation, or is otherwise objectionable in our sole and reasonablediscretion;
● any information,Content or other material that violates, plagiarizes, misappropriates orinfringes the rights of third parties including, without limitation, copyright,trademark rights, rights of privacy or publicity, confidential information orany other right; or
● any Content thatviolates, breaches or is contrary to any law, rule, regulation, court order oris otherwise is illegal or unlawful in our sole and reasonable opinion;
● any material ofany kind that contains any virus, Trojan horse, spyware, adware, malware, bot,time bomb, worm, or other harmful or malicious component, which will or mightoverburden, impair or disrupt the website or servers or networks forming partof, or connected to, the website, or which does or might restrict or inhibitany other user's use and enjoyment of the website; or
● any unsolicitedor unauthorized advertising, promotional messages, spam or any other form ofsolicitation.
j. You must notcommit or engage in, or encourage, induce, solicit or promote, any conduct thatwould constitute a criminal offense, give rise to civil liability or otherwiseviolate any law or regulation.
k. You must notrent, sell or lease access to the website, or any Content on the website,although this will not prevent you from including links from Your Content toany legitimate online download store from where any item of Your Content may bepurchased.
l. You must notdeliberately impersonate any person or entity or otherwise misrepresent youraffiliation with a person or entity, for example, by registering an account inthe name of another person or company, or sending messages or making commentsusing the name of another person.
m. You must notstalk, exploit, threaten, abuse or otherwise harass another user, or any of theCompany’s employee. If we feel that your behavior towards any of our employeesis at any time threatening or offensive, we reserve the right to immediately terminateyour membership and you will not be entitled to any refund of unusedsubscription fees.
n. You must notsell or transfer, or offer to sell or transfer, any of the Company’s account toany third party without the prior written approval of the Company.
o. You must notcollect or attempt to collect personal data, or any other kind of informationabout other users, including without limitation, through spidering or any formof scraping.
p. You must notviolate, circumvent or attempt to violate or circumvent any data securitymeasures employed by us or any Uploader; access or attempt to access data ormaterials which are not intended for your use; log into, or attempt to loginto, a server or account which you are not authorized to access; attempt toscan or test the vulnerability of our servers, system or network or attempt tobreach our data security or authentication procedures; attempt to interferewith the website or the Services by any means including, without limitation,hacking our servers or systems, submitting a virus, overloading, mail-bombingor crashing. Without limitation to any other rights or remedies of the Companyunder these Terms of Service, we reserve the right to investigate any situationthat appears to involve any of the above, and may report such matters to, andcooperate with, appropriate law enforcement authorities in prosecuting anyusers who have participated in any such violations.
You agree to comply with the above conditions, and acknowledge and agree that wehave the right, in its sole discretion, to terminate your account or take suchother action as we see fit if you breach any of the above conditions or any ofthe other terms of these Terms of Service. This may include taking court actionand/or reporting offending users to the relevant authorities.
6. Content
a. ProprietaryRights. The Company retains all proprietary rights in the website and theService. The website contains the copyrighted material, trademarks, and otherproprietary information of the Company, and its licensors. Except where we havegiven you express written permission, you may not copy, modify, publish,transmit, distribute, perform, display, or sell any such proprietaryinformation. All content on the Company is proprietary. Except where otherwisespecified in this Agreement, all Content is copyrighted material of the Companyand for our Members' use only. Distribution of Content to others is strictlyprohibited. You agree that we would be irreparably harmed by any violation orthreatened violation of this section and that, therefore, we shall be entitledto an injunction prohibiting you from any violation or threatened violation ofthis section, without posting bond, in addition to any other right or remedy itmay have.
We may provide links to third party websites,and some of the content appearing on the website may be supplied by thirdparties. We have no responsibility for these third party websites nor for theircontent, which is subject to and governed by the Terms of Service and/orprivacy policies, if any, of the applicable third party content providers.
7. Restrictions on Use of Materials
You acknowledge that the website containsimages, text, and other content (collectively, "Intellectual Property")that is protected by copyrights, patents, trademarks, trade secrets and/orother proprietary rights, and that these rights are valid and protected in allforms, media and technologies existing now or hereafter developed. AllIntellectual Property is copyrighted under the United States copyright laws(and, if applicable, similar foreign laws), and we own a copyright in theselection, coordination, arrangement and enhancement of such IntellectualProperty. All trademarks appearing on this website are trademarks of theirrespective owners. You may not modify, publish, transmit, distribute, perform,participate in the transfer or sale, create derivative works of, or in any wayexploit, any of the Intellectual Property, in whole or in part. WhenIntellectual Property is downloaded to your computer, you do not obtain anyownership interest in such Intellectual Property. Modification of theIntellectual Property or use of the Intellectual Property for any otherpurpose, including, but not limited to, use of any Intellectual Property inprinted form or on any other website or networked computer environment isstrictly prohibited unless you receive our prior written consent.
8. Copyright Policy
In order to protect the integrity of theServices, we reserve the right at any time in its sole discretion to blockMembers from certain IP addresses from accessing the website.
We prohibit the submission or posting of anyinformation that infringes or violates the copyright rights and/or otherintellectual property rights (including rights of privacy and publicity) of anyperson or entity.
Pursuant to Title 17, United States Code,Section 512(c)(2) or for any other claim of copyright infringement, you herebyagree that notifications of claimed copyright infringement be sent by certifiedmail to:
StreamforgeInc.
5605 Avde Gaspé
MontrealQC, H2T 2A4, Canada
If you believe that your intellectual propertyright (or such a right that you are responsible for enforcing) is infringed byany content on the Site, please write to us at the address shown above, givinga written statement that contains:
a. identificationof the copyrighted work and/or intellectual property right claimed to have beeninfringed;
b. identificationof the allegedly infringing material on the Site that is requested to beremoved;
c. your name,address, and daytime telephone number, and an e-mail address if available;
d. a statement thatyou have a good faith belief that the use of the copyrighted work and/orexercise of the intellectual property right is not authorized by the owner, itsagent, or the law;
e. a statement thatthe information in the notification is accurate, and, under penalty of perjury,that the signatory is authorized to act on behalf of the owner of the rightthat is allegedly infringed; and
f. the signature ofthe intellectual property right owner or someone authorized on the owner'sbehalf to assert infringement of the right.
We will process any notice of alleged infringement which it receives and willtake appropriate action as required by the Digital Millennium Copyright Act(DMCA) 17 U.S.C. 512(c)(3) or other applicable copyright law. U.S. law providessignificant penalties for submitting such a statement falsely. Underappropriate circumstances, persons who repeatedly submit infringing or unlawfulmaterial will be prohibited from posting further submissions.
9. Liability for Content
You hereby acknowledge and agree that theCompany (i) stores Content and other information at the direction, request andwith the authorization of its users, (ii) acts merely as a passive conduitand/or host for the uploading, storage and distribution of such Content, and(iii) plays no active role and gives no assistance in the presentation or useof the Content.
You hereby acknowledge and agree that wecannot and do not review the Content created or uploaded by its users, andneither the Company nor its subsidiaries, affiliates, successors, assigns,employees, agents, directors, officers and shareholders has any obligation, anddoes not undertake or assume any duty, to monitor the website for Content thatis inappropriate, that does or might infringe any third party rights, or hasotherwise been uploaded in breach of these Terms of Service or applicable law.
The Company and its subsidiaries, affiliates, successors, assigns, employees,agents, directors, officers and shareholders hereby exclude, to the fullestextent permitted by law, any and all liability which may arise from any Contentuploaded to the website by users, including, but not limited to, any claims forinfringement of intellectual property rights, rights of privacy or publicityrights, any claims relating to publication of defamatory, pornographic, obsceneor offensive material, or any claims relating to the completeness, accuracy,currency or reliability of any information provided by users of the website. Byusing the website, you irrevocably waive the right to assert any claim withrespect to any of the foregoing against us or any of its subsidiaries,affiliates, successors, assigns, employees, agents, directors, officers orshareholders.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NOEVENT SHALL COMPANY (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FORANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, ORANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGESARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE,THE SITE, OR YOUR INTERACTIONS OR TRANSACTIONS WITH CREATORS THROUGH THE SITE,EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO,AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELYRESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATARESULTING THEREFROM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDINGANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGESARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER ANDREGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO AMAXIMUM OF THE GREATER OF (A) $100 USD OR (B) THE FEES PAID BY YOU TO US INCONNECTION WITH YOUR USE OF THE SITE IN THE 12 MONTHS PRIOR TO THE ACT THATGAVE RISE TO THE LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOTENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANYKIND ARISING FROM OR RELATING TO THIS AGREEMENT. YOU AND COMPANY AGREE THATREGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTIONAGAINST COMPANY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SITE MUST BEFILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BEFOREVER BARRED. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OFLIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OREXCLUSION MAY NOT APPLY TO YOU.
11. Indemnification
You agree to indemnify and hold Company, itssubsidiaries, affiliates, officers, agents, and other partners and employees,harmless from any loss, liability, claim, or demand, including reasonableattorneys' fees, arising out of or related to:
a. your use of theService and/or website in violation of this Agreement and/or arising from abreach of this Agreement including without limitation your representations andwarranties set forth above;
b. any third partyclaim of infringement of copyright or other intellectual property rights orinvasion of privacy arising from the hosting of Your Content on the website,and/or your making available thereof to other users of the website, and/or theactual use of Your Content by other users of the website or related services inaccordance with these Terms of Service and the parameters set by you withrespect to the distribution and sharing of Your Content;
c. any activity related to your account, either by you or by any other personaccessing your account with or without your consent unless such activity wascaused by the act of the Company.
12. Attorney Fees
In the event that the Company is successful inwhole or in part in any action or proceeding related to or arising from thisAgreement, you shall be responsible for our attorneys' fees and costs.
13. Privacy
Use of the website and/or the Service is alsogoverned by our Privacy Policy, located at streamforge.com/privacy-policy.
14. Jurisdiction and Choice of Law; DisputeResolution
If there is any dispute arising out of the websiteand/or the Service, by using the website and/or Service, you expressly agreethat any such dispute shall be governed by the laws of the Province of Quebec,without regard to its conflict of law provisions, and you expressly agree andconsent to the exclusive jurisdiction and venue of the state and federal courtsof Montreal, Quebec, for the resolution of any such dispute. Acceptance of theterms and conditions of this Agreement constitutes your consent to be sued insuch courts and to accept service of process outside the Province of Quebecwith the same force and effect as if such service had been made within theProvince of Quebec. You hereby agree to accept service of process for anyaction hereunder by certified mail return receipt requested which service shallhave the same force and effect as though service had been effected by personalservice in the applicable jurisdiction. If any part of these terms is unlawful,void, or unenforceable, that part will be deemed severable and will not affectthe validity and enforceability of the remaining provisions.
15. Arbitration Provision/No Class Action
Except where prohibited by law, as a conditionof using the website and/or Service, you agree that any and all disputes,claims and causes of action (collectively, "Claim") arising out of orconnected with the website and/or Service, shall be resolved individually,without resort to any form of class action, exclusively by binding arbitrationunder the rules of the Quebec law for full and final settlement of such Claim,and judgment on the award rendered in the arbitration may be entered in anycourt having jurisdiction thereof. The parties shall split the arbitrationand/or mediator costs. An award rendered by the arbitrator(s) may be enteredand confirmed by the courts of the Province of Quebec. The parties agree thatany post-arbitration action seeking to enforce an arbitration award or actionseeking equitable or injunctive relief shall be brought exclusively in thecourts of the Province of Quebec, Canada.
16. Miscellaneous
a. Complete Agreement andUnderstanding. These Terms of Service are the entireand exclusive understanding and agreement between us and you regarding theService. These Terms supersede and replace any and all prior oral or writtenunderstandings or agreements between us and you regarding such topics(including any non-disclosure or confidentiality agreement previously enteredinto between us), provided that any modification of an Order Form shall governand supersede any conflicting provision in these Terms.
b. Our Relationship with You. The relationship between you and us is that of independentcontractors, and nothing in these Terms of Service shall be construed to createor imply any other relationship.
c. Assignment. We may assign these Terms at our discretion. You may not assign,sublicense or transfer these Terms in whole or in part to anyone else.
d. Severability. If any provision of these Terms is determined by a court to beinvalid, illegal or unenforceable, that determination will not affect thevalidity or enforceability of the remaining provision of the Terms, and eachprovision shall be considered as separate, severable and distinct from eachother.
e. Waiver. No waiver of any term of this Agreement shall be deemed a further orcontinuing waiver of such term or any other term. In addition, our failure toenforce any term of this Agreement shall not be deemed as a waiver of such termor otherwise affect our ability to enforce such term at any point in the future
f. Notice. Legal notices to us (including but not limited to termination notices)must be sent to [email protected]. We will send legal notices to you via amethod of our choosing, including without limitation via the Service or to theemail or address you have provided to us.
g. Termination.
a. Termination for cause. In addition to any other remedies it may have, either party mayterminate these Terms, effective immediately, if (i) the other party breachesthese Terms and fails to cure such breach within thirty (30) days of itsreceipt of a written notice identifying the breach in reasonable detail (orfive (5) days in the case of non-payment), or (ii) subject to applicable law,upon the other party’s liquidation, commencement of dissolution proceedings orassignment of substantially all of its assets for the benefit of creditors, orif the other party becomes the subject of bankruptcy or similar proceeding thatis not dismissed within sixty (60) days. If the Agreement is terminated as aresult of a material breach by you, then you shall pay in full all remainingfees payable through the remainder of any outstanding Order Form. If you haveprepaid any fees, then those fees would be non-refundable.
b. Termination forconvenience. In addition to the right to terminate forcause, (i) for paid subscriptions, we may terminate these Terms for convenienceby providing you at least thirty (30) days’ prior written notice; and (ii) forunpaid accounts only, either party may terminate these Terms, effectiveimmediately, providing the other party written notice. For paid subscriptions,you will pay in full for the Service up to and including the last day on whichthe Service is provided.
c. Effect of termination. If these Terms terminate, you will no longer be authorized to accessthe Service.
h. Force Majeure. We will not be deemed responsible or liable for any failure to performor delay in performance under these Terms (or any Order Form) where such delayor failure is beyond our control, including without limitation, where caused bylabor disputes or strikes, internet or telecommunications failures, shortagesor inability to obtain energy, labor, or supplies, war, terrorism, riot, actsof God or governmental action, natural disasters including floods, earthquakesand hurricanes, acts by hackers or other malicious third parties and problemswith the Internet, and such performance shall be excluded to the extent that itis prevented or delayed by reason of any of the foregoing.