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Terms and Conditions

THESE TERMS AND CONDITIONS CONTAIN LEGAL OBLIGATIONS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING AN RHMI SITE.

INTRODUCTION

Welcome to the Internet site of Rouge Hill Media International. ("RHMI"). These Terms and Conditions apply to all RHMI Internet sites which reference these Terms and Conditions. By using an RHMI Site, or any of the products or services (collectively the "Services") available on an RHMI Site, 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 RHMI Site or Service, all as may be modified by RHMI from time to time in its sole discretion (collectively the "Terms and Conditions"). If you do not agree with these Terms and Conditions, you may not use an RHMI Site or any of the Services on an RHMI Site.
Please note that we reserve the right, at our discretion, to change, modify, add, or remove portions of these Terms and Conditions at any time. Please check periodically for changes. Your continued use of an RHMI Site following the posting of any changes to these Terms and Conditions will mean you accept those changes.

PRIVACY

For information on how user information is collected, used and disclosed by RHMI in connection with your use of an RHMI Site and any of the Services, please consult our Privacy Policy.

RESTRICTIONS ON USE OF MATERIALS

All material, information and content (collectively "Content") available on an RHMI Site, including the manner in which such Content is presented, and the Services are: Copyright © Rouge Hill Media International Inc. All rights reserved. Such Content is protected by Canadian and worldwide copyright laws and treaty provisions. RHMI grants you a limited non-exclusive, non-transferable license to use and display on your computer or other electronic access device, the Content and Services for your own personal and non-commercial use only, provided that you do not modify the Content and that you maintain all copyright and other proprietary notices. Except as provided herein, you agree not to reproduce, make derivative works of, retransmit, distribute, sell, publish, communicate, broadcast or otherwise make available any of the Content obtained through an RHMI Site or any of the Services, including without limitation, by caching, framing or similar means, without the prior written consent of the respective copyright owner of such Content.

USER CONDUCT

In consideration of the availability, and your use, of an RHMI Site or any of the Services, you agree to comply with all applicable laws and these Terms and Conditions when using such RHMI Site or Service. You acknowledge that RHMI may investigate any violations of law and may cooperate with law enforcement authorities in prosecuting users in this regard. Additionally, you agree not to:

post, transmit, link to, or otherwise distribute any materials, information or content constituting, advocating or encouraging conduct that would constitute a criminal offense or give rise to civil liability, or otherwise use an RHMI Site or any of the Services in a manner which is contrary to law or would serve to restrict or inhibit any other user from using or enjoying an RHMI Site, any of the Services, or the Internet;
post, transmit, link to, or otherwise distribute any inappropriate, profane, 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.

RESPONSIBILITY FOR MINORS

In cases where you have authorized a minor to use an RHMI Site 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 a RHMI Site or any of the Services; and (iii) the consequences of any misuse by the minor.

FORUMS AND CONTENT SUBMISSIONS

By uploading materials to any chat board or forum available on an RHMI Site (collectively "Forums") or otherwise submitting any materials to us through any other content generating or submitting Service on an RHMI Site, you automatically grant (or warrant that the owner of such materials expressly grants) RHMI a world-wide, perpetual, royalty-free, irrevocable and nonexclusive right and license to use, copy, adapt, transmit, communicate, publicly display and perform, distribute and create compilations and derivative works from such submitted materials, for the limited purposes of publishing and promoting such materials in connection with the Forum or other Service through which the materials were submitted or generated, and for all promotions thereof. Such license shall apply with respect to any form, media, or technology now known or later developed. In addition, you warrant that all "moral rights" in such materials have been waived.
When participating in a Forum, never assume that people are who they say they are, know what they say they know, or are affiliated with whom they say they are affiliated. RHMI cannot be responsible for the content or accuracy of any information, and will not be responsible for any reliance or decisions made based on such information. When using a Forum, you may not post, transmit, link to, or otherwise distribute any information, materials or content that do not generally pertain to the designated topic or theme of the particular Forum. Use of a Forum for commercial purposes of any kind is strictly prohibited. Please note that RHMI 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.

DISCLAIMER

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) AN RHMI SITE AND ANY OF THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THAT RHMI MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS (as used in this section "WARRANTIES") OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND THAT ANY SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED, AND (B) RHMI SPECIFICALLY MAKES NO WARRANTIES THAT AN RHMI SITE OR ANY OF THE SERVICES, INCLUDING ANY CONTENT, INFORMATION, PRODUCTS OR SERVICES OBTAINED FROM OR THROUGH THE USE OF AN RHMI SITE OR ANY OF THE SERVICES, WILL BE PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS OR THAT SUCH SERVICES OR THE RESULTS DERIVED THEREFROM WILL MEET YOUR REQUIREMENTS OR

MONITORING

You acknowledge that RHMI has no obligation to monitor an RHMI Site or any content accessible through an RHMI Site or any of the Services. However, you agree that RHMI has the right to monitor an RHMI Site electronically from time to time and to disclose any information as necessary to satisfy any law, regulation or other governmental request, to operate an RHMI Site or any of the Services properly, or to protect itself or its users in accordance with the Privacy Policy.

MODIFICATIONS

RHMI 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 an RHMI Site. Please check these Terms and Conditions regularly for updates by checking the date of "Last Update" at the top of this document. If any change is not acceptable to you, you must discontinue your use of an RHMI Site and any of the Services immediately. Your continued use of an RHMI Site or any of the Services after any such changes are posted will constitute acceptance of those changes. Further, RHMI reserves the right to change, modify, suspend or discontinue any aspect of an RHMI Site, Services or Content from time to time without notice or liability and for any reason whatsoever.

CONTENT LINKED TO AN RHMI SITE

Please exercise discretion while browsing the Internet. Please note that certain links on an RHMI Site may take you to other websites. RHMI provides these links only as a convenience and not as an endorsement by RHMI. These linked sites are not necessarily under the control of RHMI. 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. RHMI is not responsible for the content of any such linked sites or any other web page which is not part of an RHMI Site and under RHMI's control. Unless otherwise expressly provided, RHMI 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 RHMI 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 an RHMI 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, an RHMI Site or any of the 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 as between you and such third parties. RHMI 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 RHMI 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.

INDEMNIFICATION

You agree to defend, indemnify and hold harmless each of RHMI, its affiliates and licensors and each of their respective officers, directors, employees and agents, including all third parties mentioned on an RHMI Site, from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, resulting from or related to: (a) your breach of any of these Terms and Conditions; (b) your access to or use of an RHMI Site, Services or Content; or (c) your use or reliance on, or publication, communication or distribution of anything on or from an RHMI Site or through any of the Services. You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL RHMI, 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 RHMI 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 AN RHMI SITE, OR (B) ANY UNAUTHORIZED ACCESS TO OR MODIFICATION TO ANY OF YOUR CONTENT OR TRANSMISSIONS, OR (C) ANY OTHER MATTER RELATING TO AN RHMI SITE OR ANY OF THE SERVICES.
You expressly acknowledge that RHMI has entered into this agreement, and has and will make an RHMI Site, Content and Services available to you in reliance upon the limitations and exclusions of liability and the disclaimers set forth herein, and that the same form an essential basis of the bargain between you and RHMI. 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.

GOVERNING LAW/JURISDICTIONAL ISSUES

All RHMI Sites and Services are controlled, operated and administered by RHMI from its offices within Canada. RHMI makes no representation or warranty that an RHMI Site or any of the Services are appropriate or available for use at any locations outside Canada. If you access an RHMI Site from outside Canada, you are responsible for compliance with all applicable laws. You may not export any of the Content accessible through an RHMI Site in violation of applicable export laws and regulations. These Terms and Conditions shall be interpreted, construed and governed by the laws in force in the Province of Ontario, Canada, without reference to its conflict of laws principles. Subject to 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.

ARBITRATION AND ACTIONS

Any controversy, claim or dispute arising out of or relating to these Terms and Conditions, your use of any RHMI 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.

TERMINATION

You acknowledge and agree that RHMI, in its sole and absolute discretion, may, without notice to you, suspend or terminate your account or your use of, or access to, an RHMI Site or any of the Services, and remove and discard any information or content related to an RHMI Site or any of the Services (and your use thereof), for any reason, including where RHMI believes that you have violated any of these Terms and Conditions. You further agree that RHMI 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 an RHMI Site or any of the Services or with any terms, conditions, rules, policies, guidelines, or practices of RHMI in operating an RHMI Site or any of the Services, your sole and exclusive remedy is to discontinue using an RHMI Site or any of the Services.

GENERAL PROVISIONS

This agreement is personal to you, and you may not assign your rights or obligations to anyone. These Terms and Conditions constitute the entire agreement between RHMI and you pertaining to your use of an RHMI Site, Services and Content and supercede any prior agreements between you and RHMI with respect to the subject matter hereof. RHMI's failure to insist upon or enforce strict performance of any right or provision of these Terms and Conditions shall not constitute or be construed as a waiver of any right or provision. If any of the provisions (or parts thereof) contained in these Terms and Conditions are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions (or parts thereof) contained herein. No changes to these Terms and Conditions shall be made except by a revised posting on this page or except as otherwise expressly contemplated herein. The parties have required that these Terms and Conditions and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents que s'y rattachent soient rédigés en anglais.

(Last Updated on March 31, 2005)