Terms & Conditions
THESE TERMS AND CONDITIONS CONTAIN LEGAL OBLIGATIONS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING A MDIIO SITE.
Welcome to the internet sites of Songistry Inc. and its subsidiaries, affiliates and related companies (“MDIIO” “we” “us” and “our”). These Terms and Conditions apply to all MDIIO internet sites, including without limitation MDIIO and MDIIO+, which reference these Terms and Conditions, including without limitation: www.mdiio.com , and any of our mobile applications, and social accounts (the “Sites”). By using the Sites, or any of the products, features or services available on or through the 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 Site or Service (collectively, the “Terms and Conditions”). If you do not agree with these Terms and Conditions, you are not permitted to use the Sites or Services.
REGISTRATION, ACCOUNTS AND PASSWORDS
Certain Services made available on the Sites require you to register or subscribe by providing certain information (such as name, contact info, and password). Should you choose to proceed with the registration or subscription process, you agree to provide accurate and current information about yourself, and to update such information to ensure 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 one as a result of any registration or subscription on the Sites, and (b) all activities that occur through such account. You agree to notify us of any unauthorized use of your password or account. We are not responsible or liable, directly or indirectly, for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this section. You will not create an Account for anyone other than yourself. We may terminate your account and any or all rights to use the Site without notice if any information you provide is inaccurate, false, or incomplete, or if you breach these Terms and Conditions.
MDIIO DOES NOT OWN YOUR CONTENT. Please note however, that in order for us to provide the Services as described, we need you to grant us certain legal permissions to use your content. Specifically, when you share, post, or upload content that is covered by intellectual property rights on or in connection with our Sites, you automatically grant (and/or warrant that the rightful and applicable owner/licensor of such material, including a joint owner/licensor, expressly grants) us a non-exclusive, perpetual, transferable, sub-licensable, royalty-free, and worldwide right and license to host, use, broadcast, televise, exploit, communicate, distribute, modify, adapt, run, copy, transmit, publicly perform or display, translate, and create compilations and derivative works of your content. This means, for example, that if you upload or make available a recording on the Sites, you give us permission to store, copy, and share it with others to the extent required to provide the Services in our reasonable discretion. 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 submitted by you have been waived in favour of MDIIO and that you own or have the right to use the intellectual property contained therein.
By making your content available for licensing through our Site (the “Licensable Content”), you automatically grant us the non-exclusive unlimited right to license it on your behalf to industry partners through our platform. In the event your Licensable Content is licensed, we will make payment to you within 60 days of our receipt of the licensing fee from the licensee. Prior to making payment, MDIIO shall retain twenty percent (20%) of the gross licensing fee for all MDIIO+ subscribers, or forty percent (40%) of the gross licensing fee for non MDIIO+ subscribers. The monies payable to you shall be deemed inclusive of any and all amounts required to be paid to you or to any other performer on or creator of the Licensed Content pursuant to any applicable collective bargaining agreement to which the licensees may be signatories (which amounts would be paid at applicable minimum scale). You understand and agree that MDIIO makes no guarantees or commitments whatsoever as to the frequency at which the Licensable Content may be licensed, if at all.
You agree that in the course of your using a MDIIO site, all content uploaded through your account, including Licensable Content, is and will be free and clear of all liens and encumbrances. You represent and warrant that: (i) no consent or other clearance is required from any party (including, without limitation, any record company, music publisher or administrator) in connection with your uploading of content on the Sites; (ii) all content submitted by you will be wholly original (except with respect to materials provided that are in the public domain as determined solely by us) and will not infringe upon or violate the privacy of or constitute a libel or slander against or violate any copyright, common law right, or any rights of any party; (iii) no third party from whom you have not secured the necessary permissions has any right, title or interest in and to such content or any related results or proceeds; (iv) the uploaded content does not “interpolate”, “quote from”, “sample”, “borrow”, or otherwise adapt any copyrighted music, lyrics, spoken words, sounds, musical compositions, sound recordings or other material (collectively, “Embodied Copyrighted Materials”) without the prior written consent of the applicable copyright proprietors of such Embodied Copyrighted Materials; and (v) you shall be solely responsible for any and all payments to any third parties from whom you have derived rights to the content, including without limitation any featured artists, songwriters, producers or instrumentalists.
If MDIIO determines, in its sole discretion, that you have engaged in behavior that infringes MDIIO’s or another's intellectual property rights or reasonably suspects the same, we may suspend or terminate your account without notice to you, or remove a disputed recording you posted, and we shall have no liabilities to you, past or present, for suspension or termination under this paragraph.
You represent and warrant that: (i) you are either the sole and exclusive owner of all content uploaded, stored, posted, transmitted, displayed, or published or otherwise disseminated through the Sites, including without limitation, all files, text, graphics, logos, icons, images, photos, videos, sound recordings, musical works, works of authorship, or any other materials, or content (sometimes called, individually or collectively, the “Material”), or you have all rights, licenses, consents and releases that are necessary to grant MDIIO the rights in such Material, as contemplated under these Terms and Conditions and (ii) the uploading, storing, posting, transmitting, displaying, or publishing of the Material through the Sites does not and will not violate the privacy rights, publicity rights, copyrights, contractual rights or any other rights of any person or entity.
By submitting your Materials, you hereby release MDIIO, its agents and employees from any claims that such use violates any of your rights. You represent and warrant that your content is not subject to any confidentiality obligations or third party intellectual property encumbrances and that you own and control all of the rights to your content and have the authority to grant these rights to MDIIO. YOU ASSUME ALL RESPONSIBILITY AND LIABILITY FOR THE USE OF CONTENT UPLOADED OR OTHERWISE MADE AVAILABLE BY YOU ON OR THROUGH THE SITE, INCLUDING ANY AND ALL PAYMENTS THAT MAY BE OWING TO THIRD PARTIES.
If you are a minor, you must have permission from your parent or legal guardian to upload any Materials to our Sites. MDIIO may request a parent's or legal guardian's email address from anyone who uploads any materials to a Forum for the purpose of verifying with the parent or legal guardian that they have 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.
COPYRIGHT INFRINGEMENT NOTICE
We respect the intellectual property and all associated legal rights of others, and we ask that our users do the same. If you believe any materials accessible on or from the Sites infringes your copyright, you may request removal of those materials (or access to them) by submitting written notification to us with: (a) your physical or electronic signature, (b) identification of the copyrighted work you believe to have been infringed, (c) identification of the material you believe to be infringing in enough detail to locate it, (d) your name and contact information, (e) a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law, (f) a statement that the information in the written notice is accurate, and (g) a statement that you are authorized to act on behalf of the copyright owner.
Copyright notices may be sent to _____________________.
Please be aware that if you knowingly materially misrepresent that any material or activity on the Sites is infringing your copyright, you may be held liable for damages (including costs and legal fees, disbursements and charges).
If we receive a notice alleging that you have engaged in behavior that infringes MDIIO’s or another's intellectual property rights or reasonably suspects the same, we may suspend or terminate your account without notice to you, and shall have no liabilities to you, past or present, for suspension or termination under this paragraph. We take alleged copyright infringement seriously and it is our policy to respond to appropriately detailed notices of alleged copyright or other forms of infringement that comply with the applicable international intellectual property laws (including, in Canada the Copyright Act, and in the United States, the Digital Millennium Copyright Act).
If we remove Content or disable or remove your user account or any materials you have posted or made available to us, and you believe this was done in error, please provide MDIIO with a written and detailed notice stating such counter-claim, provide any supporting facts and/or documentation necessary to establish your rights, and include your electronic or physical signature. Said notice should be delivered to the address indicated above.
RESTRICTIONS ON USE OF MATERIALS
The Sites and each of their entire contents, features and functionality, including but not limited to all information, software, code, text, displays, graphics, photographs, video, audio, musical works, performances, design, presentation, selection and arrangement (the “MDIIO Content”) and the Services are owned by MDIIO and/or its licensors, and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.
MDIIO grants you a limited non-exclusive, non-transferable, revocable license, to the extent possible, to use and display on your computer or other electronic access device the MDIIO Content and Services for your own personal and non-commercial use only, provided that you do not modify the MDIIO Content or any copyright and other proprietary notices in relation to such MDIIO Content. Except as provided herein, you agree not to reproduce, make derivative works of, retransmit, distribute, sell, publish, communicate, publicly display, broadcast or otherwise make available any of the MDIIO Content obtained through the Site or Services, including without limitation, by caching, data scraping, framing or similar means, without the prior written consent of MDIIO and any other copyright owner of such MDIIO Content.
If you print off, record, copy or download any part of the Sites in breach of these Terms and Conditions, your right to use the Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to the Sites or to any content on the Sites, and all rights not expressly granted are reserved by MDIIO. Any use of the Sites not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may violate copyright, trademark, and other intellectual property laws.
TRADEMARKS AND OTHER INTELLECTUAL PROPERTY
The Sites and all content provided by MDIIO including but not limited to digital downloads of sound recordings and related digital content, songs, musical compositions, mixes and loops, musical interludes or snippets, downloads or samples, and all software, artwork, graphics, video, text, interfaces, Trademarks, logos, images, photographs, and each and every other element of the Website, including the layout, look and feel, organization, and coordination of the Website and such content on the Website, is the property of or is licensed to or otherwise controlled by MDIIO, is protected by copyright, trademark, and other applicable intellectual property and proprietary rights laws, and is owned, controlled and/or licensed by MDIIO and/or its affiliates and related companies. All other product, brand and company names and logos used or mentioned on the Sites or any of the Services may be the trademarks or registered trademarks of their respective owners. Nothing contained on the Sites should be considered as granting, by implication, estoppel, or otherwise, any license or right to use any trade mark, logos, or other names, including but not limited to those identifying MDIIO and/or its affiliates and related companies or their respective products and services displayed on the Sites, without the express written consent of MDIIO or such third party that may own such trademarks, logos or other names displayed on the Sites. No content may be copied, transmitted, distributed, translated, publicly displayed, uploaded, published, recorded, retransmitted, rented, sold, distributed, digitized, marketed, reproduced, altered to make new works, performed, or compiled in any way and you agree not to engage or participate in any of the foregoing. Through the permitted use of the Website, you are permitted to listen to song clips (as defined below), and license rights related to digital downloads of sound recordings, musical compositions, and related digital content, including songs, mixes and loops, all of which are part of the Site’s content. You agree not to circumvent, disable or otherwise interfere with security features of the Sites or features that prevent or restrict use or copying of any content or enforce limitations on use of the Sites.
Subject to your strict compliance with these Terms and Conditions and our other guidelines and policies, as such may be posted from time to time (the “Guidelines”), MDIIO grants you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right and licence to use the Sites in order to:
View, submit, upload or post material to the Sites strictly as permitted in accordance with these Terms and Conditions and Guidelines;
Listen to audio material streamed from the Sites;
Share and download audio material using the features of the Sites where the appropriate functionality has been enabled by the user who uploaded the relevant material; and
Participate in the community areas and communicate with other members of the Sites community strictly in accordance with these Terms and Conditions and Guidelines.
The above licences are conditional upon your strict compliance with these Terms and Conditions and Guidelines, including, without limitation, the following:
You must not copy, rip or capture, or attempt to copy, rip or capture, any material from the Sites or any part of the MDIIO platform or application, other than by means of download in circumstances where the relevant user has elected to permit downloads of the relevant item of the applicable material;
You must not adapt, copy, republish, make available or otherwise communicate to the public, display, perform, transfer, share, distribute or otherwise use or exploit any material on or from the Sites, except (i) where such material is your material, or (ii) as permitted under these Terms and Conditions, and within the parameters set by the applicable user.
We want people to use the Sites while respecting the safety and well-being of others. In consideration of the availability, and your use, of the Sites and the Services, you agree to comply with all applicable laws and regulations and these Terms and Conditions. You acknowledge that MDIIO may investigate any violations of law and may cooperate with law enforcement in this regard.
In using the Sites and Services, you agree not to:
Post, transmit, link to, or otherwise distribute/share any materials, information or content constituting, advocating or encouraging conduct that is unlawful, misleading, discriminatory or fraudulent;
Defame, abuse, stalk, harass, threaten or otherwise violate the legal rights of others, including without limitation, rights relating to their intellectual property, privacy and publicity;
Post, transmit, link to, or otherwise distribute any defamatory, infringing, obscene, indecent or unlawful material or information;
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;
Access or collect data from our Sites using automated means (without our prior permission) or attempt to access data you do not have permission to access;
Transmit, or procure the sending of, any advertisements or promotions without our prior written consent, commercial activities or sales, including without limitation any spam, sales promotions, barter, or advertising or any other similar solicitation; or
Impersonate or attempt to impersonate MDIIO, MDIIO staff, another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing).
We can remove or restrict access to content that is in violation of these provisions.
We encourage you to report content or conduct that you believe violates your rights (including intellectual property rights) or our terms and policies.
RESPONSIBILITY FOR MINORS
In cases where, as a parent or legal guardian, you have authorized a minor to use the Sites or any of the Services, you recognize that you are fully responsible for: (i) the online conduct of such minor; (ii) controlling the minor's access to and use of the Sites or any of the Services; and (iii) the consequences of any misuse by the minor. You acknowledge that some of the areas of the Sites may contain material that is inappropriate for minors.
When using our Sites, 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. We cannot be responsible for the content or accuracy of any profiles or information and will not be responsible for any reliance or decisions made based on such information. When using the Sites, 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 Sites. Please note that MDIIO 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) THE SITES AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THAT MDIIO 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 TO THE FULLEST EXTENT PERMITTED BY LAW, AND (B) MDIIO SPECIFICALLY MAKES NO WARRANTIES THAT THE SITES OR SERVICES, INCLUDING ANY CONTENT, INFORMATION, PRODUCTS OR SERVICES OBTAINED FROM OR THROUGH THE USE OF THE SITES OR 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.
When using the Sites, you understand that you may encounter Content that may be deemed objectionable, indecent, or offensive, which content may or may not be identified as having explicit language. You acknowledge and agree that MDIIO will not be responsible for any failure of the Sites to store any files containing Material uploaded to the Sites, or for the deletion of files stored on the Sites or for the corruption of or loss of any data, information or content contained in such Material.
MDIIO 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 the Sites. 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 the Sites and any of the Services immediately. Your continued use of the Sites or Services after any such changes are posted will constitute acceptance of those changes. Further, MDIIO reserves the right to change, modify, suspend or discontinue any aspect of the Sites, Services or Content from time to time without notice or liability and for any reason whatsoever.
DOWNLOADS AND SHAREWARE
Certain sites allow you to download software applications or other forms of Content, including files, images and/or data incorporated therein (collectively, the “Software”). Software may be made available to you by MDIIO or third parties through the Sites subject to the terms and conditions made available to you during the software installation process. In such case, you agree that the Software is licensed to you by MDIIO or third parties for your personal and non-commercial use only provided that you do not modify the Software or any copyright and other proprietary notices and that MDIIO or the designated third parties retain full and complete title to the Software and all intellectual property rights therein. You may not redistribute, sell, de-compile, reverse engineer, disassemble, or otherwise reduce the Software to a human-readable form. You agree that it is your responsibility to review and evaluate the Software and the related terms and conditions, and that all risk associated with the use of, or reliance on, the Software rests with you. You further agree that MDIIO, including its suppliers, 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 use of, or reliance on, the Software, including the failure of the Software to meet your needs, standards, expectations or specifications.
If you download or use our software, you give us permission to download and install updates to the software where available.
CONTENT LINKED TO A MDIIO SITE
Please exercise discretion while browsing the internet. Please note that certain links on the Sites may take you to other websites. MDIIO provides these links only as a convenience and not as an endorsement by MDIIO. These linked sites are not necessarily under the control of MDIIO. 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. MDIIO is not responsible for the content of any such linked sites or any other web page which is not part of the Sites and under MDIIO 's control. Unless otherwise expressly provided, MDIIO 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 MDIIO 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 MDIIO Site.
DEALINGS WITH THIRD PARTIES
You acknowledge and agree that your correspondence or business dealings with any third parties, including any merchants or advertisers, found on, or through, the Site or Services, including payment for and delivery of related goods and services, and all other terms, conditions, representations and warranties related to such dealings, are solely between you and such third parties. MDIIO assumes no responsibility whatsoever for any charges you or any user of your account incurs when making purchases or other transactions in this manner. Further, the responsibility for ensuring compliance with all applicable laws in connection with any such transactions shall be yours alone. You agree that MDIIO shall not be responsible or liable in any way for any loss or damage of any kind incurred as a result of, or in connection with, any such dealings or transactions.
MDIIO+ : SUBSCRIPTION/FEE BASED SERVICES
Certain Services on the Sites, such as MDIIO+, may be offered on a payment basis (a “Pay Service”). Should you choose to purchase a Pay Service, you agree to pay the posted subscription fee and any other fees applicable for such Pay Service that are incurred through your account or otherwise by you plus all applicable taxes (the “Fees”). All Fees are in US Dollars and are non-refundable subject to applicable law. MDIIO reserves the right to change the amount of, or basis for determining, any Fees for a Pay 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. For the avoidance of doubt, should you use a Pay Service for which new Fees have been instituted by MDIIO, such use constitutes your explicit consent to being charged such new Fees without further notification from MDIIO.
By registering for a Pay 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 account.
In consideration of the availability, and your use, of a Pay 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 Pay Service description, (b) that you are solely responsible for all acts or omissions that occur through your account, (c) that the Pay Service is for your personal use and you agree not to resell, distribute, transfer, share or otherwise use any Pay Service, including any coupons or credits related to same for any commercial purposes whatsoever, (d) that MDIIO 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 MDIIO reserves the right to suspend or terminate your account and your use of a Pay Service at any time, including without limitation, where MDIIO has determined, in its sole discretion, that your use of the Pay Service is, or was, in breach of these Terms and Conditions. For the avoidance of doubt, any coupons or credits purchased in connection with any Pay Service are not and shall not be deemed to be gift cards pursuant to the definition of “gift cards” under any legislation (municipal, provincial, federal or other) or otherwise. Any such termination by MDIIO shall be in addition to and without prejudice to such rights and remedies as may be available to MDIIO, including injunction and other equitable remedies.
You acknowledge and agree that MDIIO may charge your credit card for any Services or products purchased, and for any additional amounts (including any taxes and late fees, as applicable) as may be accrued by or in connection with your account and you hereby authorize MDIIO to do so. For subscription services for which recurring billing may be applicable, MDIIO is hereby authorized to, and will, charge your credit card on the first day of each new billing cycle as outlined in the terms of the applicable billing agreement. Your ability to use the Pay Service is also subject to any limits established by MDIIO 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, MDIIO reserves the right to either suspend or terminate your account and your access to the Pay Service. Upon any expiration or termination of your subscription service, you will no longer have access or right to any membership benefits under such subscription service.
All sales are final and all charges from those sales are non-refundable. MDIIO will not refund any fees for products or Services that you purchase and then fail to download or otherwise utilize, including cancellation prior to the end of the subscription period, unless such failure to download is caused solely by us.
All orders, purchases or transactions for the sale of goods and/or services made using a MDIIO Site may be subject to additional terms and conditions of sale which are also incorporated into these Terms and Conditions.
CONTENT USAGE AND COPYRIGHT
Through the Sites, users may be permitted to listen to or share songs for personal use using the Sites, as well as to purchase licenses. In order to download a song or use it for any purpose except for personal use, users are required to purchase a license that authorizes the desired activity. The provisions of the applicable license will control your use of a purchased song and will override any conflicting provisions in these terms with respect to your use of the song.
Other than as specifically and expressly permitted in the particular license that applies to a song, without limitation of any other rights or provisions of these Terms and Conditions, it is specifically understood and agreed that you may not:
Sublicense, re-license, rent, or lease any Song
Copy or publish any Song to a network, file sharing facilitator, or other unauthorized location
Distribute or allow any Song to be distributed to or used by anyone other than the authorized users
Use the Sites or any Song in connection with any form of pornography or for any criminal activity
Use any Song in a libelous, defamatory, fraudulent, infringing or otherwise illegal manner
Use any Song to promote a business that sells or licenses Songs, or otherwise competes with MDIIO in any manner
Ship, transfer or export any of the Songs into any country or use any of the Songs in any manner prohibited by any export laws, restrictions or regulations.
A song clip is a portion of a Song, in some cases an entire Song, used for promotional reasons, which is made available to users while logged onto the Sites for evaluation purposes only. You may not attempt, or support others' attempts, to download, copy, distribute, alter or capture a song clip.
Should MDIIO at any time lose the right to make certain Services, Songs or song clips available, you will no longer be able to access or obtain them from the Sites.
To the maximum extent permitted by applicable law, you agree to defend, indemnify and hold harmless each of MDIIO, its affiliates, subsidiaries and related companies, subcontractors and other partners, its licensors and each of their respective officers, directors, employees and agents, including all third parties mentioned on the Sites, 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 the Sites, Services or Content including without limitation by you or others using your account; or (c) your use or reliance on, or publication, communication or distribution of anything on or from the Sites or 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.
LIMITATION OF LIABILITY
TO THE EXTENT PERMITTED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL MDIIO, 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 MDIIO 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 MDIIO SITES, (B) ANY UNAUTHORIZED ACCESS TO OR MODIFICATION TO ANY OF YOUR CONTENT OR TRANSMISSIONS, OR (C) ANY OTHER MATTER RELATING TO MDIIO SITES OR SERVICES.
You expressly acknowledge that MDIIO has entered into this agreement, and has and will make the Sites, 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 MDIIO. 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.
For clarity, MDIIO cannot and will not be liable for any loss or damage occasioned from your failure to comply with these policies. Without limiting the generality of anything contained herein, you acknowledge and agree that under no circumstances will MDIIO be liable in any way for any of your acts or omissions including any damages of any kind incurred as a result of such acts or omissions. The MDIIO services are provided “as-is” without warranty of any kind either express or implied. You acknowledge and agree that MDIIO will not be responsible for any failure of the Sites to store any files containing material uploaded to the Sites, or for the deletion of files stored on the Sites or for the corruption of or loss of any data, information or content contained in such material. Neither MDIIO nor its affiliates and related companies and each of their respective directors, officers, employees, consultants, or agents makes any representations or warranties that the Sites or access to and use of the Services will be uninterrupted, error free, or free from defects, viruses or other harmful components. You expressly agree that use of the Sites and Services is at your sole risk. You acknowledge and agree that neither MDIIO nor its affiliates and related companies, and each of their respective directors, officers, employees, consultants and agents will be responsible for any failure of the Sites to store any files. Neither MDIIO nor its affiliates and related companies, and each of their respective directors, officers, employees, consultants and agents makes any representations or warranties as to the accuracy, timeliness, reliability, or completeness of the Sites, Services or the content contained in or accessed through the Sites, including but not limited to, the contents of any content, information, material, or posting found on the Sites, any services provided through the Sites, or any links to other sites made available on the Sites or the content contained on such site or as to the continuous or error free use and operation of the internet or the Sites or servers.
Under no circumstances, including but not limited to, negligence, gross negligence, negligent misrepresentation, and fundamental breach shall MDIIO or its affiliates and related companies, and each of their respective directors, officers, employees, consultants, and agents be liable for any direct, indirect, incidental, special or consequential damages or any loss that results from the use of, or the inability to use, any content, information, material, including the posted material, or other postings on the MDIIO Sites, directly or indirectly, or the transmission of confidential or sensitive information over the internet. These limitations apply regardless of whether the party liable or allegedly liable was advised, had other reason to know, or in fact knew of the possibility of such damages. You specifically acknowledge and agree that neither MDIIO nor its affiliates, and related companies, nor each of their respective directors, officers, employees, consultants and agents shall be liable for any defamatory, offensive or illegal conduct of any user, including you.
MDIIO reserves the right to discontinue the Sites and/or Services or to change the Services at any time and without prior notice to you. In the event of such discontinuation by MDIIO, MDIIO will refund any fees paid by you, prorated proportionally to the amount of time remaining in the then-current subscription period.
GOVERNING LAW/JURISDICTIONAL ISSUES
All Sites and Services are controlled, operated and administered by MDIIO from its offices within Canada. MDIIO makes no representation or warranty that the Sites or Services are appropriate or available for use at any locations outside Canada. If you access the Sites from outside Canada, you are responsible for compliance with all applicable laws. You may not export any of the Content accessible through the Sites in violation of applicable export laws and regulations.
These Terms and Conditions shall be governed by, and construed in accordance with the laws of the Province of Ontario without regard to its conflict of law provisions. You and MDIIO agree to submit to the exclusive jurisdiction of the courts located within the Province of Ontario. Subject to the Arbitration and Actions paragraph below, 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.
This Agreement operates to the fullest extent permissible by law. If any provision is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. The Terms and Conditions and any rules, policies, guidelines or other agreements posted on the MDIIO Sites by MDIIO constitute the entire agreement MDIIO and you with respect to your use of the Sites. No waiver by either MDIIO or you of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any provisions contained herein shall be determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction, such termination shall not affect the remaining provisions contained herein.
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 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 MDIIO, in its sole and absolute discretion, may, without notice to you, suspend or terminate your account or your use of, or access to, the Sites or Services, and remove and discard any information or content related to the Sites or Services (and your use thereof), for any reason, including where MDIIO believes that you have violated any of these Terms and Conditions. You further agree that MDIIO 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 the Sites or Services or with any terms, conditions, rules, policies, guidelines, or practices of MDIIO in operating the Sites or Services, your sole and exclusive remedy is to discontinue using the Sites or Services.
SUBMISSION OF IDEAS AND/OR SUGGESTIONS
MDIIO is always improving its websites 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 MDIIO BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY SUBMITTING THE IDEA AND/OR SUGGESTION OR ANY RELATED MATERIAL TO MDIIO, 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 MDIIO 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 MDIIO 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 MDIIO, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY.
By submitting your idea, you hereby release MDIIO, its agents and employees from any claims that such use violates any of your rights. You represent and warrant that your idea is not subject to any confidentiality obligations or third party intellectual property encumbrances and that you own and control all of the rights to the idea and have the authority to grant these rights to MDIIO.
COMMUNICATION WITH YOU BY EMAIL
By establishing an account on any of the Sites, you grant permission for MDIIO and its designees to contact you at your e-mail address for the purpose of, among any other reason, to seek feedback on the operation of the Sites and your user experience.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.