(Last Updated on October 7, 2022)
THESE TERMS AND CONDITIONS CONTAIN LEGAL OBLIGATIONS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING A TOR2WYD SITE.
IMPORTANT: BY ACCESSING OR OTHERWISE USING THE SERVICES (AS DEFINED BELOW), YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND AGREE TO ACCESS OR OTHERWISE USE THE SERVICES IN ACCORDANCE WITH THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT AND AGREE TO BE LEGALLY BOUND BY AND COMPLY WITH THESE TERMS AND CONDITIONS, YOU ARE NOT PERMITTED TO ACCESS OR OTHERWISE USE THE SERVICES.
Welcome to the Internet sites of TOR2WYD. These Terms and Conditions (as defined herein) apply to all TOR2WYD Internet site which reference these Terms and Conditions. By using a TOR2WYD Site, or any of the products or services available on a TOR2WYD Site (collectively the “Services”), you agree, without limitation or qualification, to be bound by these terms and conditions and such other additional or alternative terms, conditions, rules and policies which are displayed or to which you may be directed in connection with any particular TOR2WYD Site or Service, all as may be modified by TOR2WYD from time to time in its sole discretion (collectively, the “Terms and Conditions”). If you do not agree with these Terms and Conditions, you may not use a TOR2WYD Site or any of the Services on a TOR2WYD Site.
Please note that we reserve the right, at our discretion, to change, modify, add, or remove portions of these Terms and Conditions at any time. Please check periodically for changes. Your continued use of a TOR2WYD Site following the posting of any changes to these Terms and Conditions will mean you accept those changes.
3. REGISTRATION, ACCOUNTS AND PASSWORDS
Certain of the Services and related features made available on a TOR2WYD Site may require registration or subscription. Should you choose to register or subscribe for any such Services or related features, you agree to provide accurate and current information about yourself as required by the relevant registration or subscription process, and to promptly update such information as necessary to ensure that it is kept accurate and complete. You agree to be responsible for: (a) maintaining the confidentiality of any passwords or other account identifiers which you choose or are assigned as a result of any registration or subscription on a TOR2WYD Site, and (b) all activities that occur under such password or account. Further, you agree to notify TOR2WYD of any unauthorized use of your password or account. TOR2WYD shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this Section.
4. RESTRICTIONS ON USE OF MATERIALS
All material, information and content available on a TOR2WYD Site (collectively, “Content”), including the manner in which such Content is presented, and the Services are: Copyright © TOR2WYD., its affiliates and/or licensors. All rights reserved. Such Content is protected by Canadian and worldwide copyright laws and treaty provisions. TOR2WYD grants you a limited non-exclusive, non-transferable license to use and display on your computer or other electronic access device, the Content and Services for your own personal and non-commercial use only, provided that you do not modify the Content and that you maintain all copyright and other proprietary notices. Except as provided herein, you agree not to reproduce, make derivative works of, retransmit, distribute, sell, publish, communicate, broadcast or otherwise make available any of the Content obtained through a TOR2WYD Site or any of the Services, including without limitation, by caching, framing or similar means, without the prior written consent of the respective copyright owner of such Content.
All other product, brand and company names and logos used or mentioned on a TOR2WYD Site or any of the Services may be the trademarks or registered trademarks of their respective owners. Any use of any trademarks appearing on a TOR2WYD Site or any of the Services without the express written consent of the owner of the trademark is strictly prohibited.
6. USER CONDUCT
In consideration of the availability, and your use, of a TOR2WYD Site or any of the Services, you agree to comply with all applicable laws and regulations and these Terms and Conditions when using such TOR2WYD Site or Service. You acknowledge that TOR2WYD may investigate any violations of law and may cooperate with law enforcement authorities in prosecuting users in this regard. Additionally, you agree not to: (a) post, transmit, link to, or otherwise distribute any materials, information or content constituting, advocating or encouraging conduct that would constitute a criminal offense or give rise to civil liability, or otherwise use a TOR2WYD Site or any of the Services in a manner which is contrary to law or would serve to restrict or inhibit any other user from using or enjoying a TOR2WYD Site, any of the Services, or the Internet; (b) defame, abuse, stalk, harass, threaten or otherwise violate the legal rights of others including, without limitation, rights relating to privacy and publicity; (c) post, transmit, link to, or otherwise distribute any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful material or information; or (d) post, transmit, link to, or otherwise distribute any information, materials or content (including for greater certainty, software) which contains a virus, cancelbot, trojan horse, worm or other harmful or disruptive component.
7. RESPONSIBILITY FOR MINORS
In cases where you have authorized a minor to use a TOR2WYD Site or any of the Services, you recognize that you are fully responsible for: (a) the online conduct of such minor; (b) controlling the minor’s access to and use of a TOR2WYD Site or any of the Services; and (c) the consequences of any misuse by the minor. You acknowledge that some of the areas of a TOR2WYD Site may contain material that is inappropriate for minors.
8. FORUMS, BLOGS AND CONTENT SUBMISSIONS
By uploading materials to any chat board or forum available on a TOR2WYD Site (collectively, “Forums and Blogs”) or otherwise submitting any materials to us through any other content generating or submitting Service on a TOR2WYD Site, you automatically grant (or warrant that the owner of such materials expressly grants) TOR2WYD a world-wide, perpetual, royalty-free, irrevocable and non-exclusive right and license to use, copy, adapt, transmit, communicate, publicly display and perform, distribute and create compilations and derivative works from such submitted materials, for the purposes of publishing and promoting such materials in connection with the Forum or other Service through which the materials were submitted or generated, and for all promotions thereof. Such license shall apply with respect to any form, media, or technology now known or later developed. In addition, you warrant that all “moral rights” in such materials have been waived.
In addition, you automatically grant (or warrant that the owner of such material expressly grants) TOR2WYD a world-wide, perpetual, royalty-free, irrevocable and non-exclusive right and license to televise, broadcast, transmit, exploit, use, communicate, publicly display and perform, distribute and create compilations and derivative works from, such submitted materials in any manner, media or technology, including, but not limited to all forms of television, wireless and online technology, now known or later developed.
If you are a minor, you must have permission from your parent or guardian to upload any materials to a Forum. TOR2WYD may request a parent’s or guardian’s email address from anyone who uploads any materials to a Forum for the purpose of verifying with the parent or guardian that he/she has in fact given permission for such uploading. In the event that material is uploaded without permission, all uploaded material will be removed immediately and without notice to you.
When participating in a Forum, never assume that people are who they say they are, know what they say they know, or are affiliated with whom they say they are affiliated. TOR2WYD cannot be responsible for the content or accuracy of any information, and will not be responsible for any reliance or decisions made based on such information. When using a Forum, you may not post, transmit, link to, or otherwise distribute any information, materials or content that do not generally pertain to the designated topic or theme of the particular Forum. Use of a Forum for commercial purposes of any kind is strictly prohibited. Please note that TOR2WYD reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, or in violation of these Terms and Conditions.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) A TOR2WYD SITE AND ANY OF THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT TOR2WYD MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS (AS USED IN THIS SECTION, “WARRANTIES”) OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND THAT ANY SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED, AND (B) TOR2WYD SPECIFICALLY MAKES NO WARRANTIES THAT A TOR2WYD SITE OR ANY OF THE SERVICES, INCLUDING ANY CONTENT, INFORMATION, PRODUCTS OR SERVICES OBTAINED FROM OR THROUGH THE USE OF A TOR2WYD SITE OR ANY OF THE SERVICES, WILL BE PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS OR THAT SUCH SERVICES OR THE RESULTS DERIVED THEREFROM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.
10. DISCLAIMER REGARDING SEARCH CONTENT
Any and all pictures, sounds, sound effects, sound recordings, musical works, performances, graphics, video, cinematic productions, audio-visual works and any other works (the “Multimedia Content”) located through a TOR2WYD Site’s search services are protected by copyright and/or other intellectual property laws. TOR2WYD does not have the right to authorize you to reproduce, distribute, publicly display, publicly perform, communicate or create derivative works from any files containing such Multimedia Content. Where search results link to sites outside a TOR2WYD Site, all of the Multimedia Content contained on such sites is owned and served by entities other than TOR2WYD. TOR2WYD provides you with the URL or address of the Multimedia Content; this information may be used to determine the server of the Multimedia Content. If you intend to make use of any Multimedia Content accessed through a TOR2WYD Site’s search services for commercial or non-commercial purposes, we strongly suggest that you contact the server and/or owner of the Multimedia Content for permission to use such Multimedia Content.
12. INFORMATION ACCESS
The TOR2WYD Site and the Services may provide us with limited access to your computer and/or other electronic access device, as applicable, to provide us with information related to your use of the TOR2WYD Site and such Services including Content viewed, amount of time viewed, and general information regarding your device (such as a unique device identifier, your operating system, existing software, amount of available storage space and connectivity and your interaction with the TOR2WYD Site and the Services). This information will, among other things, enable us to:
(a) enforce these Terms and Conditions,
(b) manage rights associated with the Content,
(c) generate usage and performance data concerning your use of the Content and the Services,
(d) deliver interest-based advertising to you,
(e) collect information for security purposes,
(f) help you use the Services more effectively, and
(g) otherwise help us to enhance and improve the Content and the Services.
13. COOKIES AND SIMILAR TECHNOLOGIES
By default, most browsers will automatically accept cookies. However, you can disable cookies completely, or be prompted prior to a cookie being loaded, by adjusting your browser’s settings. Please note that disabling cookies may impair the functionality of the website, either fully or in part, and may prevent you from using certain website features, services or applications. Consult each individual browser’s “help” feature for more information.
TOR2WYD reserves the right, in its sole discretion, to add to, remove, modify or otherwise change any part of these Terms and Conditions, in whole or in part, at any time. Except as otherwise expressly contemplated herein, changes will be effective when notice of such change is posted on a TOR2WYD Site. Please check these Terms and Conditions regularly for updates by checking the date of “Last Update” at the top of this document. If any change is not acceptable to you, you must discontinue your use of a TOR2WYD Site and any of the Services immediately. Your continued use of a TOR2WYD Site or any of the Services after any such changes are posted will constitute acceptance of those changes. Further, TOR2WYD reserves the right to change, modify, suspend or discontinue any aspect of a TOR2WYD Site, Services or Content from time to time without notice or liability and for any reason whatsoever.
15. CONTENT LINKED TO A TOR2WYD SITE
Please exercise discretion while browsing the Internet. Please note that certain links on a TOR2WYD Site may take you to other websites. TOR2WYD provides these links only as a convenience and not as an endorsement by TOR2WYD. These linked sites are not necessarily under the control of TOR2WYD. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements. TOR2WYD is not responsible for the content of any such linked sites or any other web page which is not part of a TOR2WYD Site and under TOR2WYD’s control. Unless otherwise expressly provided, TOR2WYDl makes no representation or warranty regarding, and does not endorse, any linked site or the information, products or services appearing thereon. Accordingly, you agree that TOR2WYD will not be responsible or liable in any way for the accuracy, relevancy, copyright compliance, legality, or decency of material contained in any site linked from a TOR2WYD Site.
16. SUBSCRIPTION/FEE BASED SERVICES
Certain of the Services made available on a TOR2WYD Site may be offered by TOR2WYD on a payment basis (a “Subscription Service”). Subscription Services may be offered by TOR2WYD on a prepaid usage basis or on a periodic subscription (“Subscription”) basis. Should you choose to purchase a Subscription Service, you will be required to register as described above, and you will be assigned an account for such Subscription Service (the “Subscription Service Account”) based on the information you provide as part of the registration process. You agree to pay all the fees applicable for such Subscription Service you incur through your Subscription Service Account, including any fees associated with the use of such Subscription Service together with all applicable taxes (the “Fees”). Unless otherwise indicated on the relevant Subscription Service description page (the “Subscription Service Description”), the Fees for a Subscription Service purchased through your Subscription Service Account are chargeable immediately (and at the beginning of each renewal period for periodic Subscription Services) to the credit card you designated for the Subscription Service Account or through such other billing process as applicable. All Fees are non-refundable. TOR2WYD reserves the right to change the amount of, or basis for determining, any Fees for a Subscription Service, and to institute new Fees or terms at any time effective upon notice to you, which notice may for certainty include the posting of any such changes on the relevant pages related to the use of the Pay Service.
Please note that Subscription Services renew automatically at the end of the relevant period as set out in the applicable Subscription Service Description and Fees in respect of each such renewal shall be based on the then current rate for the Subscription Service. You may terminate your subscription at any time, which termination will only be effective at the end of your subscription period.
By registering for a Subscription Service, you warrant that: (a) you are of the age of majority in the jurisdiction in which you reside, (b) all information you submit is true and correct (including without limitation all credit card information), and (c) you are the cardholder of the credit card you designated for your Subscription Service Account. In consideration of the availability, and your use, of a Subscription Service, you acknowledge and agree: (a) to these Terms and Conditions, including without limitation the disclaimers, limitation of liability and provisions related to prohibited conduct set out herein as well as any terms and conditions which may be set out in the relevant Subscription Service Description, (b) that you are solely responsible for all acts or omissions that occur through your Subscription Service Account, (c) that the Subscription Service is for your personal, non-commercial use and you agree not to resell, distribute, transfer, share or otherwise use any Subscription Service, including any coupons or credits related to same for any commercial purposes whatsoever, (d) that TOR2WYD reserves the right to specify an expiry date for the use of any coupons or credits purchased in connection with any Pay Service, and (e) that TOR2WYD reserves the right to suspend or terminate your Subscription Service Account and your use of a Subscription Service at any time, including without limitation, where TOR2WYD has determined, in its sole discretion, that your use of the Subscription Service is, or was, in breach of these Terms and Conditions. Any such termination by TOR2WYD shall be in addition to and without prejudice to such rights and remedies as may be available to TOR2WYD, including injunction and other equitable remedies. Your ability to use the Pay Service is also subject to any limits established by TOR2WYD or by your credit card issuer. If Fees cannot be charged to your credit card or your charge is returned for any reason, including chargeback, TOR2WYD reserves the right to either suspend or terminate your Subscription Service Account and your access to the Pay Service.
You agree to defend, indemnify and hold harmless each of TOR2WYD, its affiliates and licensors and each of their respective officers, directors, employees and agents, including all third parties mentioned on a TOR2WYD Site, from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, resulting from or related to: (a) your breach of any of these Terms and Conditions; (b) your access to or use of a TOR2WYD Site, Services or Content; or (c) your use or reliance on, or publication, communication or distribution of anything on or from a TOR2WYD Site or through any of the Services. You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
18. LIMITATION OF LIABILITY
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL TOR2WYD, INCLUDING ITS AFFILIATES AND LICENSORS, BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, AND ANY DAMAGES FOR LOSS OF PROFITS, SAVINGS, GOODWILL OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER TOR2WYD HAD BEEN ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH: (A) THE USE, INABILITY TO USE OR PERFORMANCE OF ANY OF THE SERVICES OF A TOR2WYD SITE, (B) ANY UNAUTHORIZED ACCESS TO OR MODIFICATION TO ANY OF YOUR CONTENT OR TRANSMISSIONS, OR (C) ANY OTHER MATTER RELATING TO A TOR2WYD SITE OR ANY OF THE SERVICES. You expressly acknowledge that TOR2WYD has entered into this agreement, and has and will make a TOR2WYD Site, Content and Services available to you in reliance upon the limitations and exclusions of liability and the disclaimers set forth herein, and that the same form an essential basis of the bargain between you and TOR2WYD. You expressly agree that the limitations and exclusions of liability and the disclaimers set forth herein will survive, and continue to apply in the case of, a fundamental breach or breaches, the failure of essential purpose of contract, the failure of any exclusive remedy or termination of this agreement.
19. GOVERNING LAW/JURISDICTIONAL ISSUES
The TOR2WYD Site and Services are controlled, operated and administered by TOR2WYD from its office within Canada. TOR2WYD makes no representation or warranty that a TOR2WYD Site or any of the Services are appropriate or available for use at any locations outside Canada. If you access a TOR2WYD Site from outside Canada, you are responsible for compliance with all applicable laws. You may not export any of the Content accessible through a TOR2WYD Site in violation of applicable export laws and regulations. These Terms and Conditions shall be interpreted, construed and governed by the laws in force in the Province of Ontario, Canada, without reference to its conflict of laws principles. Subject to Section 20 (Arbitration and Actions), each party hereby agrees to submit to the jurisdiction of the courts of the Province of Ontario and to waive any objections based upon venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms and Conditions.
20. ARBITRATION AND ACTIONS
Except where prohibited by applicable law, any controversy, claim or dispute arising out of or relating to these Terms and Conditions, your use of any TOR2WYD Site or Service or the relationship which results from these Terms and Conditions, including without limitation, the performance, breach, enforcement, existence or validity of the matters provided for in these Terms and Conditions which cannot be amicably resolved, even if only one of the parties declares that there is a difference (collectively, a “Claim”), will be referred to and finally settled (to the exclusion of the courts) by private and confidential binding arbitration before a single arbitrator held in Toronto, Ontario in English and governed by Ontario law pursuant to the Arbitration Act, 1991 (Ontario), as amended, replaced or re-enacted from time to time. The arbitrator shall be a person who is legally trained and who has experience in the information technology field in Canada and is independent of either party. Any such Claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim, controversy or dispute of any other party. You agree to waive any right you may have to commence or participate in any class action against us related to any Claim and, where applicable, you also agree to opt out of any class proceedings against us. Notwithstanding the foregoing, we reserve the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through the courts.
You acknowledge and agree that TOR2WYD, in its sole and absolute discretion, may, without notice to you, suspend or terminate your account or your use of, or access to, a TOR2WYD Site or any of the Services, and remove and discard any information or content related to a TOR2WYD Site or any of the Services (and your use thereof), for any reason, including where TOR2WYD believes that you have violated any of these Terms and Conditions. You further agree that TOR2WYD shall not be liable to you or to any other person as a result of any such suspension or termination. If you are dissatisfied with a TOR2WYD Site or any of the Services or with any terms, conditions, rules, policies, guidelines, or practices of TOR2WYD in operating a TOR2WYD Site or any of the Services, your sole and exclusive remedy is to discontinue using a TOR2WYD Site or any of the Services.
22. SUBMISSION OF IDEAS AND/OR SUGGESTIONS
The TOR2WYD site is always improving its website and Services and developing new features. If you have ideas and/or suggestions regarding improvements or additions, we would like to hear them – but any submission will be subject to these Terms and Conditions. UNDER NO CIRCUMSTANCES SHALL ANY DISCLOSURE OF ANY IDEA AND/OR SUGGESTION OR RELATED MATERIAL TO TOR2WYD BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY SUBMITTING THE IDEA AND/OR SUGGESTION OR ANY RELATED MATERIAL TO TOR2WYD, YOU ARE WAIVING ANY AND ALL RIGHTS THAT YOU MAY HAVE IN THE IDEA AND/OR SUGGESTION OR ANY RELATED MATERIAL AND ARE REPRESENTING AND WARRANTING TO TOR2WYD THAT THE IDEA AND/OR SUGGESTION OR ANY RELATED MATERIAL ARE WHOLLY ORIGINAL WITH YOU, THAT NO ONE ELSE HAS ANY RIGHTS IN THE IDEA AND/OR SUGGESTION OR ANY RELATED MATERIAL AND THAT TOR2WYD IS FREE TO IMPLEMENT THE IDEA AND/OR SUGGESTION AND TO USE THE RELATED MATERIAL IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY TOR2WYD, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY.
23. GENERAL PROVISIONS
This agreement is personal to you, and you may not assign your rights or obligations to anyone. These Terms and Conditions constitute the entire agreement between TOR2WYD and you pertaining to your use of a TOR2WYD Site, Services and Content and supercede any prior agreements between you and TOR2WYD with respect to the subject matter hereof. TOR2WYD’s failure to insist upon or enforce strict performance of any right or provision of these Terms and Conditions shall not constitute or be construed as a waiver of any right or provision. If any of the provisions (or parts thereof) contained in these Terms and Conditions are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions (or parts thereof) contained herein. No changes to these Terms and Conditions shall be made except by a revised posting on this page or except as otherwise expressly contemplated herein. The parties have required that these Terms and Conditions and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents que s’y rattachent soient rédigés en anglais.