Terms and Conditions of Use
1. INTRODUCTION
1.1. Overview
www.vancouverguardian.com is a website (collectively, the “Website”) of Vancouver Guardian (“we,” “our,” or “us”) that provides news, arts, and culture coverage. To access, use, or engage with our Website or any of its services in any way (“Use,” “Uses,” or “Using”), you must accept and comply with these Terms and Conditions of Use (“Terms”). Please carefully read these Terms in their entirety before proceeding to Use our Website or any of its services.
These Terms apply to everyone who Uses our Website or any of its services in any way, including, without limitation, everyone who accesses, reads, shares, or otherwise engages with the Website or the content of the Website in any way, shares an Event (as defined below), posts a comment, or in any other way interacts with the Website or any of its services (“User,” “you,” or “your”). The Website is intended for and directed to residents of Ontario over the age of 18 years. By Using our Website or any of its services, you agree to be bound by these Terms with respect to your Use.
1.2. Amendment of Terms
We strive to make our Website and its services the best they can be, and we always try our best to respond to your feedback. When we do make changes to our Website or any of its services, we will also sometimes make changes to these Terms, and accordingly, we reserve the right, in our sole discretion, to amend these Terms for any reason, at any time.
We will publish any amendments we make to these Terms on our Website, and the amended Terms will be effective from the date they are published. If the amendments made to the Terms are significant, we will make best efforts to notify you through an appropriate notification channel, which could include, for example, a notification through the Website or notification via email, depending on the nature of your relationship with and Use of the Website or any of its services.
Your acceptance of any amendments to the Terms will be affirmed through your continued Use of the Website or any of its services, regardless of whether we have notified you of said amendments. If you do not agree with any part of the Terms or any amendments to the Terms, you may discontinue your Use of the Website or any of its services at any time.
2. YOUR USE AND CONDUCT
2.1. Eligibility
You are eligible to Use our Website or any of its services only if:
• You are 18 years or older, provided your Use of the Website is otherwise lawful and you at all times adhere to these Terms; or
• You are between the age of 13 and 17 years old and are Using our Website under the direct supervision of a parent or guardian, provided your Use of the Website is otherwise lawful and you at all times adhere to these Terms.
We reserve the right to restrict, suspend, or terminate your Use of our Website at any time and for any reason.
2.2.Submitting an Event
You are able to submit an event (“Event”) to be displayed on the Website, so long as you do so in
accordance with these Terms. To submit an Event, you will be required to provide:
▪ An Event title;
▪ An Event description;
▪ An Event time and date;
▪ An Event image;
▪ Event tags;
▪ Venue details;
▪ Organizer details;
▪ A website for the Event; and
▪ The cost of the Event (optional).
In general, you are welcome to submit any kind of Event you want. However, we do not allow Events that:
▪ Include any type of illegal activity;
▪ Are intended to harass, injure, personally attack, or in any other way harm a specific person or
group of people; and/or
▪ In any other way violate these Terms or the spirit of these Terms.
We have the right (but not the obligation) to refuse or remove any Event that violates these Terms or is otherwise objectionable in our sole and absolute discretion.
Your sole and exclusive remedy for any and all claims and causes of actions relating to or resulting from your involvement, contribution, or engagement with any Event is against the User that submitted that Event. IT IS YOUR RESPONSIBILITY TO SATISFY YOURSELF AS TO THE TRUSTWORTHINESS OF ANY EVENT(S) BEFORE CONTRIBUTING TO, ENGAGING WITH, OR IN ANY OTHER WAY BEING INVOLVED WITH SUCH EVENT(S).
2.3.User Content
Our Website allows you to upload, post, or otherwise transmit content, including Events (“User Content”), and is operated and managed by the moderator(s) (the “Moderator(s)”) designated by us.
The following moderation guidelines (“Guidelines”) shall be used by the Moderator(s) to determine whether any User Content is in violation of these Terms. If the Moderator(s) determine, in their sole and absolute discretion, that any User Content is deemed to be Inappropriate Content (as defined below), then the Moderator(s) shall have the right to:
▪ Edit or modify any User Content in order to ensure that the User Content complies with these Terms, or for any other reason;
▪ Request you modify or edit your User Content in order to ensure your compliance with these Terms, or for any other reason;
▪ Remove or delete any User Content; and/or
▪ Suspend or revoke your privileges without notice or explanation.
You understand that all User Content, whether publicly posted or privately transmitted when sending, submitting, posting, or displaying material through the Website, is the sole responsibility of the person from whom it originated. This means that you, and not us, are entirely responsibly for:
▪ All User Content that you upload, post, e-mail, transmit, or otherwise make available through the Website or any of its services; and
▪ Ensuring that all User Content is accurate, does not breach privacy or anti-spam laws and does not include misleading information and in no way infringes or violates anyone’s proprietary or intellectual property rights.
We do not control the User Content posted through the Website or any of its services, notwithstanding the rights and activities of the Moderator(s), and, as such, we do not guarantee the accuracy, integrity or quality of any User Content. You therefore agree that you will not hold us responsible or liable for any inaccuracies, errors, or omissions in any User Content, or for any loss or damage of any kind incurred as a result of the use of or reliance upon any User Content posted, e-mailed, transmitted or otherwise made available through the Website.
You acknowledge that we do not pre-screen User Content, but that we have the right (but not the obligation) to refuse or remove any User Content, including Events, that is available through the Website or any of its services that violates these Terms or is otherwise objectionable in our sole and absolute discretion. You acknowledge and expressly consent to us accessing, preserving, and disclosing your User Content if required to do so by law or if in good faith we believe that such access, preservation, or disclosure is reasonably necessary to:
▪ Comply with legal process;
▪ Enforce these Terms;
▪ Respond to claims that any User Content violates the rights of another User or third-parties;
▪ Respond to your requests for customer services; or
▪ Protect the rights, property, or personal safety or security of us, our affiliates, our Users, and the public.
User Content, including Events, may be considered, in the sole and absolute discretion of the Moderator(s), as inappropriate (the “Inappropriate Content”) if it contains, depicts, includes, discusses, or involves, without limitation, any content that is deemed by the Moderator(s), in their sole and absolute discretion, to:
▪ Be defamatory, libellous (e.g.,a statement or comment about a person or organization that cannot be proved to be true and may be considered damaging to their reputation), pornographic or obscene;
▪ Contain:
o Nudity;
o The promotion of any alcohol/drug consumption or smoking;
o Explicit or graphic sexual activity;
o Crude, vulgar, or offensive language, and/or symbols;
o Derogatory characterizations of any ethnic, racial, sexual, religious, or other groups;
o Content that endorses, condones, and/or discusses any illegal, inappropriate or risky behaviour or conduct;
o Personal information of any individual without their consent, including, without limitation, names, telephone numbers, and addresses; and/or
o Any identifiable third-party products, intellectual property, or proprietary information, or any materials that infringe or might infringe the intellectual property rights, privacy rights, rights of publicity, or other proprietary rights of others, except where permitted by such other party or parties;
▪ Be a personal attack on another User;
▪ Be spam;
▪ Be content designed to intentionally provoke arguments;
▪ Damage or disable the Website or any of its services or interfere with any other Users’ rights or
enjoyment of the Website; and/or
▪ Violate or promote the violation of any applicable laws, regulations, or similar government-
imposed restriction or rule, or of any third-party’s rights.
2.4.External Links
The Website, any of its services, and/or User Content may include or provide links to or advertisements for other third-party websites or content. We have no control over such third party’s websites, resources, products, or services. You acknowledge and agree that we are not responsible for the availability of such external websites or resources and do not endorse and are not responsible or liable for any User Content, advertising, products, or other materials on or available from such websites or resources. You further acknowledge and agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such User Content, goods or advertising, products, or other materials on or available from such websites or resources.
2.5. Sponsored Content
You acknowledge and agree that our Website, its services, and/or User Content may contain content that is sponsored by third parties and/or advertisers, including but not limited to links to sponsoring websites in relevant articles and promotional content directed towards events or organizations. We will disclose that such content is sponsored as necessary and to comply with relevant laws, regulations, or similar government-imposed restrictions or rules. Should you have further questions as to whether any particular content on the Website is sponsored by a third party, you are invited to contact us in the manner described below.
2.6.User Conduct
You agree that you will not Use the Website or any of its services to:
▪ Violate or promote the violation of any applicable laws, regulations, or similar government- imposed restriction or rule, or of any third party’s rights;
▪ Impersonate any person or entity, including, but not limited to, us, or falsely state or otherwise misrepresent your affiliation with a person or entity;
▪ Distribute viruses or any other technologies that may harm us, our affiliates, our Website or our affiliates’ websites and applications, or the interests or property of our Users or our affiliates’ Users;
▪ Improperly copy, modify, or distribute content from our Website or any of its services or any of our intellectual property; or
▪ Harvest or otherwise collect, use, or disclose personal information about Users, including e-mail addresses, without their prior consent or without complying with applicable data protection and privacy laws.
Additionally, you agree that you will not:
▪ Take any action that imposes or may impose (in our sole and absolute discretion) an unreasonable or disproportionately large load on our infrastructure;
▪ Improperly copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for your information) from our Website without the prior express written permission of us and the appropriate third-party, as applicable;
▪ Interfere or attempt to interfere with the proper working of our Website or any activities conducted on our Website; or
▪ Forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content posted or transmitted through the Website.
2.7.Termination of Use
Without limiting other remedies, we may in our sole and absolute discretion and without cause or notice, limit, suspend, or terminate your access to and/or Use of our Website and its services, prohibit access to our Website, and/or take technical and legal steps to keep you off our Website, and/or remove and discard any User Content on the Website, for any reason, including, without limitation:
▪ If we believe that you have violated or acted inconsistently with the letter or spirit of these Terms;
▪ If a request is received from law enforcement or other government agencies;
▪ A request by you;
▪ Discontinuance or material modification to the Website (or any part thereof);
▪ Unexpected technical or security issues or problems;
▪ In compliance with legal process;
▪ If you have or we believe you have engaged in illegal activities, including, without limitation, fraud;
and/or
▪ Non-compliance with applicable data protection and privacy laws.
You acknowledge and agree that any termination of your access to and/or Use of the Website or any of its services under the provisions of these Terms may be effected without prior notice and that we may immediately delete all related User Content, in our sole and absolute discretion. You agree that we are not liable to you or any third-party for termination of your access to or Use of the Website.
All provisions of these Terms that by their nature should survive termination of your right to Use the Website or any of its services shall survive, including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranty, and intellectual property protections and licenses.
3. INTELLECTUAL PROPERTY
3.1 User Content
When you send, submit, post, or display any User Content through our Website or any of its services, you retain copyright and any other rights you already hold in such content. By sending, submitting, posting, or displaying any User Content when you Use the Website or any of its services, you grant us a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license, sub-licensable, transferable right to use reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such User Content. This license is for the sole purpose of enabling us to provide the services of the Website and its services. You confirm and warrant to us that you have all the rights, power, and authority necessary to grant the above license.
3.2 Proprietary Rights
You acknowledge and agree that we own all legal right, title, and interest in and to the Website and its services, including any intellectual property rights that subsist in the Website (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Nothing in these Terms gives you a right to these rights or to use any of our trade names, trademarks, service marks, logos, domain names and other distinctive brand features. Other than the limited license set forth in para. 3.1, we acknowledge and agree that we obtain no right, title or interest from you under these Terms in or to any User Content that you submit, post, transmit, or display on, or through, the Website, including any intellectual property rights that subsist in any User Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You agree that you are responsible for protecting and enforcing those rights and that we have no obligation to do so on your behalf.
4. PRIVACY
We use your information only as described in our Privacy Policy located at vancouverguardian.com/privacy-policy, which is part of and is hereby incorporated into these Terms. If you object to your personal information being transferred or used in the way referred to in our Privacy Policy, please do not Use our Website or any of its services.
5. CANADIAN ANTI-SPAM LEGISLATION (CASL) CONSENT
As a valued user, we want to keep you informed about what’s happening with us. However, in compliance with CASL requirements, we will only send you electronic communications to the email address you provided us and for the purpose or purposes for which you have given prior consent. If you believe we have sent you an e-mail improperly, or if you wish to withdraw you consent at any time, you may unsubscribe from our communications [COMING SOON].
6. INDEMNITY
You agree to defend, indemnify, and hold harmless Vancouver Guardian, our affiliates and licensors (and our officers, directors, agents, subsidiaries, joint ventures, partners, and employees), from any and all damage (whether direct, indirect, incidental, consequential, or otherwise), loss, liability, cost, expense (including reasonable legal fees of the counsel of our choice and disbursements) resulting from any threatened claim, claim, demand, suit, proceeding (whether before an arbitrator, court, mediator, or otherwise or leading up to such forum), investigation, or demand made by any third party due to or arising out of your
breach or violation of these Terms, of any User Content that you submit, post, transmit or make available through the Website, your Use of the Website or any of its services, your connection to the Website, or your violation of any rights of another or your violation of any law or the rights of a third party.
7. LIMITATIONS OF LIABILITY
You will not hold us or any of our affiliates responsible for User Content, Events, or any other actions or inactions that are made through our Website or any of its services. We have no control over and do not guarantee the quality, safety or legality of products or services advertised in the User Content, including Events, or the truth or accuracy of such User Content, including Events. We cannot guarantee continuous or secure access to our Website or any of its services and operation of our Website may be interfered with by numerous factors outside of our control.
TO THE EXTENT PERMITTED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT VANCOUVER GUARDIAN, ITS AFFILIATES AND ITS LICENSORS SHALL NOT BE LIABLE, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE WEBSITE, OR ANY OTHER SUBJECT MATTER OF THESE TERMS, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS (EVEN IF VANCOUVER GUARDIAN OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM THE USE OR THE INABILITY TO USE THE WEBSITE OR ANY OF ITS SERVICES OR ANY MATTER RELATING TO THE WEBSITE INCLUDING WITHOUT LIMITATION: (A) ANY CHANGES THAT VANCOUVER GUARDIAN MAY MAKE TO THE WEBSITE OR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE WEBSITE (OR ANY FEATURES OR SERVICES OF THE WEBSITE); AND/OR (B) THE DELETION OF, CORRUPTION OF, OR FAILURE TO SEND, DISPLAY OR STORE, ANY ADS, USER CONTENT OR OTHER COMMUNICATIONS, OR DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OR OTHER USERS’ USE OF THE WEBSITE. NOTWITHSTANDING THE FOREGOING, IF WE ARE FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR TO ANY THIRD-PARTY IS LIMITED TO THE GREATER OF: (I) THE TOTAL FEES YOU PAID TO VANCOUVER GUARDIAN IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY; AND (II) $150 CAD.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY LAW:
▪ YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. VANCOUVER GUARDIAN ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY, NON-DELIVERY, OR FAILURE TO STORE ANY AD, USER COMMUNICATIONS OR USER CONTENT. VANCOUVER GUARDIAN EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES, REPRESENTATIONS AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT.
▪ WE MAKE NO WARRANTY THAT: (I) THE WEBSITE WILL MEET YOUR REQUIREMENTS OR RESULT IN ANY BENEFIT, FUNDING, OR REVENUE; (II) THE WEBSITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE, RELIABLE, OR CORRECT; (IV) THE QUALITY OF ANY EVENTS, PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS; (V) THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR (VI) THAT THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
▪ WE WILL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, SERVICES, ACTION, OR INACTION RELATING TO AN EVENT. YOU ACKNOWLEDGE THAT WE HAVE NO CONTROL OVER AND DO NOT GUARANTEE THE QUALITY, SAFTEY, OR LEGALITY OF EVENTS, THE TRUTH OF ACCURACY OF ANY USER CONTENT OR EVENTS, OR THE ABILITY OF ANY USER TO PERFORM, OR ACTUALLY COMPLETE AN EVENT OR THE ACTIVITIES CONTEMPLATED BY AN EVENT.
▪ ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
▪ NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TORONTO GUARDIAN, OR OUR AFFILIATES OR THROUGH OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
8. RELEASE
If you have a dispute with one or more Users, you release us, our affiliates and licensors (and our officers, directors, agents, subsidiaries, joint ventures, and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
9. GENERAL
9.1 No Agency
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.
9.2 Law and Forum for Disputes
The laws of the Province of Ontario shall apply to the interpretation of these Terms notwithstanding any conflict of law provisions. All proceedings relating to the App or to these Terms shall be brought before the courts of the Province of Ontario. We and you agree to submit to the personal jurisdiction of the courts located within Ontario for the purpose of litigating any such proceeding. Notwithstanding the above, you agree that we shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
9.3 Notices
Unless otherwise expressly stated in these Terms, all notices from you to us must be in writing and sent to our contact address at 3-89 Queen Street East, Toronto ON M5C 1S1, and all notices from us to you will be sent by e-mail or by another appropriate means, if necessary.
9.4 Effective Date
These Terms are dated [January, 2020]. No changes to these Terms are valid or have any effect unless agreed by us in writing. We reserve the right to vary these terms and conditions from time to time. Our new terms will be displayed on the Website, and by continuing to use and access
the Website following such changes, you agree to be bound by any variation made by us. It is your responsibility to check these terms and conditions from time to time to verify such variations.
9.5 Severability
If any part of these Terms is found by a court of competent jurisdiction to be invalid and/or unenforceable (including any provision in which we exclude or limit our liability to you), the parties nevertheless agree that the court should endeavour to reform such provisions to give effect to the parties’ intentions as reflected herein. The enforceability of any other part of these Terms will not be affected. If we choose not to enforce any right that we have against you at any time, then this does not prevent us from later deciding to exercise or enforce that right.
9.6 No Waiver
No waiver of any terms of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
9.7 Entire Agreement
These Terms (together with the Privacy Policy) contain the entire understanding and agreement between us and you in relation to your Use of the Website and any of its services and supersede and replace any representation, statement or other communication (whether written or otherwise) made by you or us that is not contained herein. Save for fraud or fraudulent misrepresentation, we shall have no liability for any such representation being untrue or misleading.
9.8 Assignment
You may not assign, sublicense, or otherwise transfer any of your rights and obligations in these Terms to any other person.