As used in this Agreement, “you” means (and “your” refers to) the user of the Services, “we” means (and “us”, “our”, and “ours” refer to) Passages Media Ltd., and “Services” means any and all services [and products] that are made available on or through the Site. The effective date of this Agreement is when you accept it, in accordance with the terms and conditions that are set out below.
IMPORTANT! YOUR ACCESS TO THE SITE AND THE SERVICES IS SUBJECT TO LEGALLY BINDING TERMS AND CONDITIONS. CAREFULLY READ ALL OF THE FOLLOWING TERMS AND CONDITIONS BEFORE YOU PROCEED. ACCESSING AND USING THE SERVICES IS THE EQUIVALENT OF YOUR SIGNATURE AND INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS AND THAT YOU INTEND TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, PLEASE DO NOT USE THE SERVICES.
Part 1 – Members
Part 1 applies only to a Member and Members (as those terms are described below in this Part). As used in this Part, “you” means (and “your” refers to) a Member, or Members, as the case may be, and “we” means (and “us”, “our”, and “ours” refer to) Passages Media Ltd.
1. Our Services
Passages is a member-based online community which offers a place for you to sign up (becoming a “Member”), enabling you to honour lost loved ones by sharing your memories in the form of multimedia uploads.
2. Member Sign-Up and Your Account
If you want to use the Services, you need to become a Member. To become a Member, you must sign up and create an account using the Site. This requires you to submit certain information, including your name, email address and password. You may also submit other information to us, as part of your profile, as permitted by the Site. We may offer different methods of registering an account: 1) you can register directly through our website; or 2) you can register using a third party service that we may offer to you, from time to time, such as Facebook or Twitter. Your use of these third party services is subject to terms and conditions that are imposed by the third party.
We reserve the right to refuse registration of accounts, or to cancel any existing accounts, that we deem to be inappropriate, in our sole discretion. If you use the Services, you are solely responsible for maintaining the confidentiality of your account and password, and you agree to accept responsibility for all activity that occurs under your account. We are not responsible for updating your account. When you provide information to us, you represent and warrant that you have legal authority to do so. In particular, you represent and warrant that: you are entitled to submit the information to us; the information is accurate; and the information is not confidential, in violation of any contractual restrictions or third party rights.
3. Communication with Members
We provide you the opportunity to interact with other Members, but you are ultimately responsible for your communication with other Members. We take no part in any communication you have with any other Member, and we are not responsible for, or a party to, any agreements you may enter into with such Members.
Cancellation and Refunds: Any amounts you pay to us will not be refundable under any circumstances whatsoever. We do not provide credits for unused portions of the periods of time to which your payment relates.
Part 2 – General Terms and Conditions
Part 2 applies to all users of the Site. As used in this Part, “you” means (and “your” refers to) the user of the Services, “we” means (and “us”, “our”, and “ours” refer to) Passages Media Ltd..
4. Your Personal Information and Privacy
If you want to become a Member and participate in the Site, we need you to provide us information about you and/or a loved one, as well as to update or provide additional information, as requested, from time to time. We also need you to let us share some of this information with people who use the Site, so that they can communicate with you.
Therefore, you expressly consent to our use and disclosure of the personally identifiable information you provide to us when you register as a Member (including your name) to other Members, for the purpose of providing the Services. Further, when you register as a Member, you acknowledge and agree that any member of the public may also register as a Member, as such, view your account profile and other personally identifiable information you post on the Site.
For more information about how we collect, use and disclose your personal information, please see Section 19 below.
5. Consent to Electronic Communication
When you visit the Site, use the Services or send email (or other forms of electronic communication) to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically, satisfy any legal requirement that such communications be in writing.
6. Modification to the Site and this Agreement
We may revise this Agreement, at any time, by updating this posting. We may provide notice to you of material revisions by means of a general notice on the Site. Your continued use of the Services after such revisions are posted, will signify your agreement to these revised terms. Therefore, you should visit this page periodically to review this Agreement.
7. Ownership of Content
Our Content: Except for Your Content (which is discussed below), all materials displayed or otherwise accessible on the Site, including, without limitation, text, photographs, images, illustrations, graphics, icons, code (collectively, “Our Content”) and the selection and arrangement of Our Content on the Site are protected by copyright, pursuant to Canadian copyright laws, international conventions and other copyright laws. We either own the intellectual property rights, including copyright, or have acquired the necessary rights or licences, in Our Content. Portions of Our Content may have been licensed to us or published on the Site by third parties. Any reproduction, modification, publication, transmission, transfer, sale, distribution, display or exploitation of the Site or Our Content, whether in whole or in part, without our express written permission, is strictly prohibited. The display of Our Content does not imply that you have been granted a license by us or other entities with respect to it.
Your Content: You retain ownership in and to materials you submit to us, including, without limitation, text, photographs, images, illustrations, graphics and icons (collectively, “Your Content”), but you agree to grant us a royalty free and fully paid up, irrevocable, assignable, worldwide perpetual license to edit, publish, use, adapt, exploit, and modify Your Content (and all elements embodied therein), including, without limitation the images, names, likenesses of any persons or locations embodied therein, online, in print, film, television, social media or in any other media now known or hereafter devised, without compensation, notification or permission from you or any third party, and to display Your Content on the Site, other websites or social media applications operated by the administrators of the Site, and third party websites, and otherwise use Your Content in accordance with this Agreement, in any and all media now known or hereafter devised. We reserve the right to disclose Your Content, at any time, as is required to comply with applicable laws, and the right to remove any of Your Content that is in violation of the terms and conditions of this Agreement. You also agree that any rights you assert in and to Your Content will be subject to standards of commercial reasonableness. You may request deletion of Your Content, but our ability to delete Your Content may be restricted if you have shared it with others.
Trademarks: Certain words, phrases, names, designs or logos on the Site may constitute trademarks, services marks, or trade names that are owned by us or others. The display of such marks on the Site does not imply that you have been granted a licence by us or others with respect to them.
If you believe in good faith that any material that is made available on the Site infringes your copyright, or if you have any other complaints about your use of the Services (or others’ use of the Services) please contact us at the information noted below.
9. Limited Licence
Subject to the terms and conditions of this Agreement, you are granted a limited personal, non-exclusive, non-transferable, revocable license to access, view and use the Site, including a limited license to download, print and store single copies of Our Content from the Site, for your personal use, provided that you maintain all copyright and other notices contained in such items and you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, in the Site. Our Content must not be reproduced, republished, or disseminated in any manner or form without our prior written consent or the prior written consent of the third parties from which such information was collected, as the case may be.
10. Acceptable Uses of the Site
While you use the Site and the Services, you must comply with all applicable laws, rules and regulations, as well as this Agreement. In addition, your use of the Site and the Services is based on the following rules of conduct. You will not:
- Post, transmit, or otherwise make available any material that is or may be (a) threatening, harassing, degrading, hateful, or intimidating; (b) defamatory; (c) fraudulent or tortious; (d) obscene, indecent, pornographic, or otherwise objectionable; or (e) an infringement of another person’s privacy by disclosing the personal information of another individual without their knowledge and consent.
- Post, transmit, or otherwise make available any material that may violate the proprietary rights of any third party, including, without limitation, copyrighted software, photographs, texts, videos or artwork or any moral rights associated therewith.
Use the Site in a manner which will violate or solicit the violation of any applicable local, provincial, territorial, state, national or international law, rule or regulation, including, without limitation, applicable privacy laws and the statute known as An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications (Canada).
- Use the Site to post transmit, or otherwise make available any material which would: (a) give rise to criminal or civil liability; (b) encourage conduct that constitutes a criminal offence; or (c) encourage or provide instructional information about illegal activities.
- Impersonate any person or entity, including, but not limited to, any of our representatives; falsely state or otherwise misrepresent your affiliation with any person or entity; or express or imply that we endorse any statement you make without our prior written consent.
- Use the Site or the Services in a manner that is in competition with the Site and/or Passages Media Ltd.
- Post, transmit, or otherwise make available any virus, worm, trojan horse, spyware, or any other computer code, file, or program that may, or is intended to, damage or hijack the operation of any hardware, software, server or telecommunications equipment.
- Conduct any systematic or automated data collection activities (including, without limitation, scraping, data mining, data extraction and data harvesting) on or in relation to the Site, without our prior written consent.
- Interfere with or disrupt the Site.
- Post, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” investment opportunity, or any other form of solicitation.
- Use the Site or the Services, if you are a minor. Parents and legal guardians are responsible for ensuring their children do not use the Site.
- Use the Site or the Services if you are in violation of this Agreement.
Any person who is found or reasonably suspected to have violated the rules of conduct provided above may be barred from using the Site, in our sole discretion, and may be subject to other legal remedies.
11. Practices Regarding Use and Storage
Storage or Deletion of Content: You agree that we have no responsibility or liability for the deletion of, or the failure to store or to transmit, any information maintained by us, including, without limitation, Your Content and Our Content. We will provide you access to Your Content, through your use of your account, but we are not responsible for copying, extracting or otherwise transferring Your Content to you.
Limits on Storage: We retain the right to create limits on use and storage, at our sole discretion, at any time, with or without notice.
Our Access to Stored Content: We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary, including, without limitation, Your Content, to: (a) satisfy any applicable law, regulation, legal process or governmental request; (b) enforce this Agreement, including investigation of potential violations hereof; (c) detect, prevent, or otherwise address fraud, security or technical issues; (d) respond to user support requests; or (e) protect our rights, property or safety, our users or the public. We will not be responsible or liable for the exercise or non-exercise of our rights under this Agreement.
12. Customer Service
We may make customer service features available to you, as a courtesy only. We are not obliged to provide customer service to you and our decision to do so shall not create an obligation to provide additional customer service to you.
13. Linking and other Websites
No Endorsement or Responsibility: In addition to offering you access to other Members, the Site may include links to other websites, solely as a convenience to users. We do not endorse any such Members, linked websites or the information, material, products or services contained on linked websites or accessible through other Members and linked websites. We make no express or implied warranties with regard to the information, material, products or services that are contained on or accessible through other Members and linked websites.
Linking to the Site: Please advise us to request permission to link to the Site. We reserve the right to cancel and revoke any permission we may give to link to the Site at any time, for any reason, without any notice, and without any liability to you or any other person.
14. No Warranty
NO WARRANTY: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, WE DO NOT MAKE OR GIVE ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES AS TO UNINTERRUPTED OR ERROR FREE TRANSACTIONS, PRIVACY, SECURITY, MERCHANTABILITY, QUALITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE.
Use at Your Own Risk: Access to the Services is provided “as is” and without warranties of any kind, either express or implied. By accessing and using the Services, you acknowledge and agree that it is entirely at your own risk. We are not responsible for your reliance on the Services. While we try to keep the Services available without interruption, we are not responsible for ensuring the Services are available or that they will convey information to anyone, on your behalf.
Third Party Information: We are not responsible for any materials or information on the Site or any linked website that you may find offensive, undesirable or objectionable. Further, we specifically disclaim any responsibility or liability for the accuracy, completeness, correctness, timeliness or usefulness of third party information.
Third Party use of Your Content: Be aware that information you share on your profile and with other Members will be available to others. We are not responsible for what others do with Your Content, once you post it on your account and share it with your Connections.
Verification: We are not responsible for verifying your identity or the identity of anyone who uses your account.
15. Limitation of Liability, Release and Indemnity
THIS SECTION LIMITS OUR LIABILITY TO YOU AND PROVIDES FOR A RELEASE AND AN INDEMNITY, FROM YOU, IN FAVOUR OF US. PLEASE READ IT CAREFULLY.
LIMITATION OF LIABILITY: WE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING CONSEQUENTIAL OR SPECIAL DAMAGES, ARISING DIRECTLY OR INDIRECTLY FROM: (A) ANY BREACH OF THIS AGREEMENT, FUNDAMENTAL OR OTHERWISE; OR (B) ANY OF OUR NEGLIGENCE, ACTS OR OMISSIONS; OR (C) ANY PROVISION, DUTY OR REQUIREMENT OF ANY STATUTE; OR (D) ANY DUTY AT LAW OR IN EQUITY.
RELEASE: YOU AGREE TO RELEASE, REMISE, ACQUIT AND DISCHARGE US FROM ANY CLAIMS, ACTIONS, DEMANDS, COSTS AND EXPENSES OF ANY KIND WHATSOEVER, WHETHER IN CONTRACT, NEGLIGENCE OR TORT, AT LAW OR IN EQUITY, OR BY STATUTE OR OTHERWISE, HOWSOEVER CAUSED, WITH RESPECT TO YOUR USE OF, OR OUR OPERATION OF, THE SITE AND THE SERVICES.
INDEMNITY: YOU AGREE TO INDEMNIFY, SAVE AND HOLD US HARMLESS FROM AND AGAINST ANY CLAIMS, ACTIONS, DEMANDS, JUDGMENTS, AWARDS, DECLARATIONS, ORDERS, SETTLEMENTS, DAMAGES (INCLUDING GENERAL, SPECIAL, PUNITIVE, AGGRAVATED OR EXEMPLARY DAMAGES), LIABILITIES, LOSSES, COSTS, CHARGES, INTEREST AND EXPENSES, OR PROCEEDINGS OF ANY KIND WHATSOEVER WHICH MAY BE INITIATED OR PRESENTED BY ANY OTHER PERSONS, INDIVIDUALS OR OTHER LEGAL ENTITIES, AND WHICH ARISE DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE SITE AND THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU HEREBY AGREE TO PAY ALL COSTS, FEES AND EXPENSES, ON A SOLICITOR AND OWN CLIENT BASIS, WHICH MAY BE INCURRED BY US, RELATING TO YOUR USE OF THE SITE AND THE SERVICES.
FOR THE PURPOSE OF THIS SECTION 15, THE TERMS “WE”, “US” AND “OUR” SHALL INCLUDE OUR REPRESENTATIVES AND AFFILIATES AND OURS AND OUR REPRESENTATIVES’ AND AFFILIATES’ RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND CONTRACTORS.
16. Conflict of Laws
Application of Manitoba Laws: We are physically located, and all activities with respect to the Services and the Site take place, within the Province of Manitoba, Canada. This Agreement will be governed by the laws of the Province of Manitoba and the laws of Canada applicable therein and shall be treated in all respects as a Manitoba contract, without reference to the principles of conflicts of law. In the event of a dispute, you agree to submit to the exclusive jurisdiction of Manitoba’s courts.
Laws Excluded: We expressly exclude the UN Convention on Contracts for the International Sale of Goods, and The International Sale of Goods Act (Manitoba), C.C.S.M. c. S11, as amended, replaced or re-enacted from time to time.
Waiver of Rights: You agree to waive any right you may have to: (a) a trial by jury; and (b) commence or participate in any class action against us related to your use of the Services, the exchange of electronic documents between us or this Agreement and, where, applicable, you also agree to opt out of any class proceedings against us or our licensors.
Agreement in English: The parties hereto have required that this Agreement and all documents relating thereto be drawn up in English. Nous avons demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.
17. International Matters
Unless otherwise specified, the Site and the Services are presented solely for the purpose of promoting products and services available in Canada. We make no representation that the Site, the Services, Our Content and all other materials on the Site are appropriate or available for use in any particular location. Those who choose to access the Site do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
18. Force Majeure
We will not be liable for failure or delay in our performance of our obligations under this Agreement due to any cause beyond our reasonable control, including, but not limited to: (a) acts of God; or (b) failure or disruptions in third-party-controlled or operated communications facilities; or (c) worms, viruses and other disabling or disruptive software, communications or files.
We respect your privacy and the security of your personal and financial information. We will collect your personally identifiable information (such as your name, address, credit card information or email address, hereinafter referred to as “personal information”) in accordance with applicable laws, and in accordance with the following principles:
- Subject to applicable laws, we will only collect, use and disclose your personal information with your consent, and, once we collect your personal information, we will only use and disclose it for purposes we have identified to you.
- While we aim to inform you how we will use your personal information at the time we collect it from you, you should be aware that, generally, we collect your personal information for the following purposes: (a) to offer you the Services, including, but not limited to, sharing your personal information with other Members, permitting other Members to view information you have posted on the Site, with companies with whom we contract to process your payments and with service providers that help us store the personal information we collect from you in order to offer you the Services; (b) to respond to your requests for service and your questions; (c) to conduct investigations relating to breaches of agreements or contraventions of laws; (d) to develop, enhance and market our Services; (e) to manage and develop our business and operations, including personnel and employment matters; (f) to meet legal and regulatory requirements; or (g) to carry out any other purpose that you have authorized or that is required or permitted by law.
- We may engage service providers to assist us with fulfilling the purposes that are set out above, and, in some instances, these service providers may be located outside Canada. These service providers may include, without limitation, third parties that help us store the personal information we collect from you in order to offer you the Services. We only select service providers that protect personal information in a manner that is comparable to the protection we provide under our own privacy policies. Please be advised that personal information may be subject to, and accessed under, the laws of the countries in which our service providers operate. If you have any questions about our transfer of personal information to our service providers outside Canada, or if you would like to learn more about our privacy policies in that regard, please contact our Privacy Officer at the contact information provided below.
- The Site may contain links to other websites that are provided as a convenience only, and which may have different privacy policies and practices than we do. We have no responsibility for these third party websites, and you are advised to review the privacy policies of any third party websites you choose to visit.
- We protect personal information against such risks as loss, theft, unauthorized access, disclosure, copying, use, modification or destruction, through generally accepted security measures.
- You may withdraw your consent for us to manage your personal information in a particular way, subject to legal or contractual restrictions and reasonable notice. However, this may limit our ability to provide you with certain services or products. You may contact us for more information regarding the implications of withdrawing consent.
- For more information about our privacy policies and practices, please contact our Privacy Officer at: email@example.com.
Suspension of your Use of the Site by you: You may terminate this Agreement at any time, by cancelling your account. Your termination will be effective when we receive notice of your termination.
Suspension of your Use of the Site by us: If you breach any provision of this Agreement, you may no longer use the Site. We may at any time and for any reason, with or without cause, and in our sole discretion, immediately suspend or terminate (in whole or in part) your permission to use the Site or the Services, all without any notice or liability to you or any other person.
No Refunds or Rights on Termination: We shall not be responsible for refunding or otherwise paying any funds, amounts or credits that we may owe to you if we have suspended or terminated your permission to use the Site or any part thereof. We reserve the right to cease, suspend or interrupt operation of or access to the Site or any part thereof, and shall not be required to provide any notice in respect of such cessation, suspension or interruption of access, nor shall we have any liability for such cessation, suspension or interruption of access.
Survival: The provisions of Sections that are by their nature intended to survive termination of this Agreement shall survive termination of this Agreement including, but not limited to, Sections 7, 9, 11, 13, 14, 15, 16, 17, 18, 21 and this Section 20.
Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. We may assign this Agreement without restriction.
22. Our Contact Information
If you have any questions about this Agreement, or the Site generally, please contact us at:
Passages Media Ltd.
135 Innovation Drive
Winnipeg, MB Canada R3T 6A8