ContainU - Terms of use

August 13, 2007

TERMS OF USE AGREEMENT OF CONTAINU SITE

IN ACCESSING OR USING THE CONTAINU SITE, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS HEREAFTER MENTIONED WHETHER YOU ARE A SIMPLE VISITOR OR A REGISTERED MEMBER.

PLEASE READ CAREFULLY THE PRESENT TERMS OF USE AGREEMENT WHICH CONTAINS IMPORTANT INFORMATION REGARDING YOUR RESPONSIBILITIES AND OBLIGATIONS.

IF YOU REFUSE TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO USE ANY SERVICE OF THE CONTAINU SITE FOR WHATEVER PURPOSE.

YOU UNDERSTAND AND AGREE THAT YOU HAVE NO OTHER RIGHT TO THE SERVICES OF CONTAINU SITE, EXCEPT FOR THE USER RIGHTS SPECIFICALLY GRANTED UNDER THIS TERMS OF USE AGREEMENT.

THE DATE MENTIONED AT THE TOP OF THE AGREEMENT INDICATES ITS MOST RECENT VERSION. THIS TERMS OF USE AGREEMENT CAN BE MODIFIED FROM TIME TO TIME AND EACH MODIFICATION WILL BE EFFECTIVE AS SOON AS IT IS ONLINE ON OUR WEBSITE WITH INDICATION OF THE DATE OF ITS LAST REVISION. CONSEQUENTLY, YOU HEREBY AGREE TO REVIEW PERIODICALLY THIS USER AGREEMENT TO BE AWARE OF ALL FUTURE MODIFICATIONS.

YOUR SUBSEQUENT USE OF CONTAINU SITE WILL BE DEEMED YOUR ACCEPTATION TO SUCH MODIFICATIONS. IN CASE YOU DO NOT AGREE TO SAID MODIFICATIONS OR ARE NOT SATISFIED WITH THE CONTENT OF THE WEBSITE OR ANY DECISION OR POLICY TAKEN BY CONTAINU IN THE EXPLOITATION OF THE WEBSITE, YOUR ONLY RECOURSE IS TO TERMINATE THIS TERMS OF USE AGREEMENT BY GIVING A NOTICE TO CONTAINU BY ELECTRONIC MAIL AND TO STOP USING YOUR USE OF CONTAINU SITE, WITHOUT LIABILITY OF CONTAINU TOWARDS YOURSELF OR ANY THIRD PARTY.

General description

ContainU (hereinafter called: the “Company”) provides an information sharing portal enabling registered customer to create profile of persons, businesses, products and events of any nature and to share information and opinions regarding those profiles and allowing visitors to exchange information and opinions on existing profiles (visitor and registered customer hereinafter called: the “Member”)

All improvement or addition to services offered on ContainU site will be subject to this terms of use agreement, except specific provisions to the contrary.

The Company reserves its right to modify or discontinue in whole or in part, temporarily or permanently, any service offered on ContainU site including actual absence of fees for the use of services. The Company shall not be liable towards a Member or towards any third party ensuing from the exercise of its right to modify or discontinue any service on its website.

Non eligibility

THE SERVICES OF CONTAINU SITE ARE NOT INTENDED FOR CHILDREN BELOW 13 YEARS OLD AND ANY REGISTRATION TO THE SERVICES OF THE WEBSITE IS STRICTLY PROHIBITED. Any information pertaining to a child below 13 years old will be deleted without prior notice if ContainU is notified or suspects that a Member is below 13 years old. You may notify the Company if you believe that ContainU holds information regarding a child below 13 years old at info@containu.com.

Rights of use granted

Provided full compliance with the terms of the present agreement, the Company grants hereby to the Member, a personal, non exclusive, non transferable and revocable licence to use the services of ContainU site as long as the Member use the services of ContainU site.

The services of ContainU site are for personal use only and may not be used in connection with any Member commercial endeavors. Commercial advertisements, affiliate links and other forms of solicitation may be removed from Member profiles without notice and may result in termination of membership privileges.

Member undertakes to comply with any regulation enacted by the Company and to comply without delay to any information request or instruction notified by the Company. Appropriate legal action will be taken for any illegal or unauthorized use of the services of ContainU site.

Registration

An access code is required to operate and gain access to the functionalities of ContainU site. Member undertakes to keep confidential his access code and to prevent any other person to use his access code to the ContainU site. Member shall notify ContainU immediately of any breach of security, including unauthorized use of his access code. The Company is not liable for any Member losses or damages resulting from divulgation or unauthorized use of his access code. AT ALL TIMES, MEMBER WILL BEAR THE ENTIRE RESPONSIBILITY OF ANY ACTIVITY THAT IS GENERATED WITH ITS ACCESS CODE OR UNDER MEMBER’S ACCOUNT, EVEN IN CASE OF LOSS OF CONFIDENTIALITY OR UNAUTHORIZED USE.

The Company may at its sole discretion terminate at all times Member’s subscription or restrict Member’s access to the website if the Company suspects or notices any unauthorized use of the services of ContainU site or for any other reason that the Company, as site operator, judge appropriate. In such event, the Company shall not be liable of any damages regarding the Member or any third party if the Company decides to terminate the subscription or to restrict access to the services of ContainU site, including, if applicable, reimbursement of unused subscription fees.

Liability for content posted

ContainU content and services result from information generated by Members. ContainU does not systematically check content posted online by a Member before its publication and such content cannot be associated to the opinion or line of conduct of ContainU. CONTAINU DECLINES ANY LIABILITY REGARDING THE REVIEW OF INAPPROPRIATE CONTENT OR CONDUCT IN THE SERVICES OF CONTAINU SITE.

MEMBER ACKNOWLEDGES THAT HE OWNS ENTIRE EDITING CONTROL REGARDING INFORMATION, PHOTOS, MESSAGES, NOTES, OPINIONS AND PROFILES THAT HE SUBMITS ON CONTAINU SITE OR SHARE WITH OTHERS USERS. CONSEQUENTLY, MEMBER ACKNOWLEDGES THAT HE IS SOLE RESPONSIBLE FOR THE QUALITY, RELIABILITY AND LAWFULNESS OF ANY CONTENT, INFORMATION, PHOTOS, MESSAGES, NOTES, OPINIONS AND PROFILES THAT HE SUBMITS WHILE USING THE SERVICES OF CONTAINU SITE AND THAT HE IS SOLE RESPONSIBLE FOR ANY DAMAGES RESULTING FROM THEIR POSTING, USE OR DISPLAY IN ANY COUNTRY.

SINCE THE CONTENT AND SERVICES OF CONTAINU SITE ARE COMPOSED FROM VARIOUS OR FOREIGN SOURCES TO THE COMPANY, ITS CONTENT IS MADE AVAILABLE “AS IS” FOR INFORMATION PURPOSES ONLY AND THE COMPANY CANNOT GUARANTEE THAT ITS CONTENT IS FREE FROM ERRORS OR OMISSIONS NOR CAN GUARANTEE ITS EXACTITUDE, COMPLETENESS, RELIABILITY, APPROPRIATENESS FOR A PARTICULAR PURPOSE. CONSEQUENTLY, MEMBER ACKNOWLEDGES USING THE CONTAINU SITE AT “ITS OWN RISKS” AND THAT HE IS SOLELY RESPONSIBLE FOR EVALUATING THE USEFULNESS, RELIABILITY AND EXACTITUDE OF THE INFORMATION TRANSMITTED VIA THE SERVICES OF CONTAINU SITE OR ANY OTHER WEBSITE THAT MEMBER MAY BE REFERENCED TO, BEING EXPRESSLY AGREED THAT THE COMPANY HAS NOT APPROVED AND SHALL NOT BE LIABLE FOR THE CONTENT OR AVAILABILITY OF ANY OTHER REFERENCED WEBSITE INCLUDING DAMAGES OR LOSSES RESULTING FROM THE USE OR INABILITY TO USE SUCH WEBSITE.

The Company does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, or any other materials that Member posts on or through the ContainU site. After content is posted online by the ContainU site, Member retains all ownership rights in such content and its right to use its content at its discretion. By publishing any content on or through the ContainU site, Member hereby grants to ContainU a license to use, modify, publicly perform, publicly display, communicate by telecommunication, reproduce, and distribute such content on and through the ContainU site.

Member cannot post, transmit or share with others users any content he did not create or that he does not have permission to post. Consequently, Member warrants the Company that he is the owner or hold all rights or licences required for posting any content he submits on ContainU site and that such content does not violate the intellectual property rights, privacy rights, publicity rights or any other rights of any person.

Member agrees to pay for all royalties, fees, and any other monies owing any person by reason of any content he publishes or posts online.

Prohibited behaviours

Member undertakes to use the services offered on the business portal with courtesy and to respect common usage and etiquette.

More particularly, Member undertakes not to use the services offered on ContainU site to break the law, to obtain confidential information or the property of others, or to make messages that are menacing, defamatory or susceptible to endanger the security and reputation of others.

Without limiting the generality of the foregoing, the Member agrees not to:

usurp the identity of others to send a message;
use content and/or express comments that is patently offensive and promotes racism, fanaticism, hatred or physical harm of any kind against any group or individual;
present information or content using sexually suggestive imagery or scene of nudity, violence or other offensive content, including a link referring to a site offering such content;
present or use information that Member knows is false or misleading or promoting illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;
express opinions in a defamatory manner or otherwise damaging, in a faulty way, the reputation of an other person;
use any information obtained on or through the use of ContainU in order to harass, mislead or harm an other person
post online information or comments violating the privacy of an other person, including address, phone number, email, social security number, credit card number;
post online a photograph or other pictures of an other person without that person's consent;
furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities;
transmit information violating a patent, a trademark, a copyright or any other intellectual property right of an other party;
transmit knowingly material that contains viruses or any other harmful element on the systems of ContainU or to any other person that use the system;
transmit any unsolicited bulk electronic mail (SPAM);
promote pyramidal sales or any other kind of solicitation;
obtain personal information on other users or gain access to other clients’ accounts;
gain access to the services of the ContainU site for the purpose of extracting its content;
post online advertisements or solicitations in order to sell or for users to buy products and services on or through ContainU site or any other commercial activity;
attempt to break the security of systems implemented on ContainU site or make the systems unusable;

WITHOUT PREJUDICE TO ITS RIGHT TO RESILIATE THE PRESENT AGREEMENT, THE COMPANY RESERVES ITS RIGHT TO REMOVE FROM THE CONTAINU SITE WITHOUT PRIOR NOTICE ANY CONTENT WHICH IS JUDGED INADEQUATE OR IS INFRINGING THE SERVICE CONDITIONS HEREIN OR GENERALLY ACCEPTED ETIQUETTE RULES.

SHOULD MEMBER SUBSCRIPTION BE RESILIATED, MEMBER’S DATA STORED ON THE SYSTEMS OF CONTAINU SITE WILL BE DELETED AND WILL NOT BE RECOVERABLE SUBSEQUENTLY.

THE COMPANY RESERVES ITS RIGHT TO DISCLOSE ANY INFORMATION IT BELIEVES IN GOOD FAITH NECESSARY I) TO MEET ANY LEGAL REQUIREMENTS OR JUDICIAL PROCEEDINGS II) TO ENFORCE THIS TERMS OF USE AGREEMENT III) TO PROTECT ITS RIGHTS OF OTHER USERS.

The Company reserves its rights to investigate, including to disclose any illegal activities to authorities and to take appropriate legal action against anyone violating the present terms of use agreement.

Company’s default not to act in case of violation to the present terms of use by Member or any third party do not preclude the Company’s rights to intervene in any future similar infringement.

Indemnity

Member agrees hereby to hold harmless the Company, its officers, directors, employees, agents, contractors and partners from and against any judicial suits, claims, penalties, costs, losses, liabilities of any kind, proceedings, demands, damages and expenses (including interests, penalties, taxes, duties, fines, confiscation, costs, imposition and attorney’s fees) in any circumstance resulting directly or indirectly from the use of the services of ContainU site or from the content published or posted online.

Property rights of the Company

Member acknowledges that, except for its rights to use the services of ContainU site described herein, all property rights and titles including any intellectual property regarding software, systems, process or documentation used to provide the services of ContainU site belongs entirely to the Company or its licensing suppliers including any modification or upgrade pertaining to same.

ContainU, ContainU Express Yourself and other names, logos and icons related to the products or services of the ContainU site are registered trademarks exclusive to the Company. All other products, marks or names on ContainU site are trademarks of their respective owners. It is forbidden to use a trademark appearing on the website without the written authorization of the Company or the holder of its rights on this trademark.

It is forbidden to modify, reproduce, transmit, publish or sell any information, software, product or service obtained from ContainU site nor creates works derived from the items mentioned above.

Complaints of copyright infringement

It is prohibited to post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. ContainU policy is to terminate Membership privileges of any Member who repeatedly infringes the copyright rights of others upon receipt of proper notification to ContainU by the copyright owner or the copyright owner's legal agent.

The Company may, but it is not obliged to, take action and judge if there is or not a copyright infringement prior any notification of copyright owner or final decision of a judicial court on such matter.

If you believe a user has without right copied, reproduced, published, communicated to the public by telecommunication, displayed to the public or translated your work, please communicate with our Copyright Agent in charge in copyright compliance. Include in your message the signature of the person owning the copyright or the agent authorized to act on behalf of the owner of the copyright interest; a brief description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on ContainU site; your address, telephone number, and email address; a statement that the disputed use is not authorized; a statement that the above information in your notice is accurate. Forward your electronic complaint to copyright@containu.com.

Safety of information

Member is responsible to maintain an internet access with an appropriate service provider and maintain its electronic mail in good working order. The Company shall not be liable for the unavailability of internet or electronic mail access ensuing from technical problems or disagreement between the Member and its service provider. Member is responsible for the security of its computer against interferences or virus potentially transmitted by Internet. Back-up copy or replacement of Member’s content published or stored on ContainU site is sole responsibility of Member.

The Company is taking reasonable technical means to protect Member’s information and ensure a high level of runtime of the services of ContainU site.

However, considering the intrinsic public nature of the internet network, the Company cannot guarantee continued, uninterrupted or secure access to the services of ContainU site. The Company shall not be liable for any leak of confidentiality, piracy, virus, loss or alteration of information transmitted or stored on the Company systems.

Notice

ContainU may transmit to Member additional information at the email address indicated in its registration coordinates or using other communication services on ContainU site. These messages shall be deemed received and read at the date of their transmission. Member is responsible to maintain active the email address indicated in its registration or to notify in due time the Company of any modification to its registration coordinates.

Warranty disclaimer

MEMBER EXPRESSLY ACKNOWLEDGES THAT ALL USE OF THE SERVICES OF CONTAINU SITE IS AT ITS OWN RISKS. ALL SERVICES OF THE CONTAINU SITE ARE MADE AVAILABLE “AS IS” AND “WHEN AVAILABLE”. THE COMPANY GIVES NO CONVENTIONAL OR LEGAL WARRANTY OF ANY NATURE, EXPRESS OR IMPLICIT, ON THE CONTENT OR ANY OTHER ELEMENT RELATED TO THIS WEBSITE, INCLUDING NO WARRANTY OF MARKET QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.

THE COMPANY MAKES NO REPRESENTATION NOR WARRANTY TO THE MEMBER I) THAT THE SERVICES OFFERED OR PERFORMANCE OF CONTAINU SITE WILL MEET ITS REQUIREMENTS II) THAT THE SERVICES OF CONTAINU SITE WILL NOT BE INTERRUPTED, AVAILABLE, SECURE OR FREE FROM ERRORS III) THAT THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ADEQUATE, COMPLETE AND RELIABLE, IV) AND THAT ANY PROGRAMMING ERROR WILL BE CORRECTED.

THE COMPANY GIVES NO WARRANTY NOR ASSUMES ANY RESPONSIBILITY RESULTING FROM ANY BREACH OF CONFIDENTIALITY, LOSS OR DATA ALTERATION TRANSMITTED ON A PUBLIC NETWORK AS INTERNET OR STORED ON THE COMPANY SYSTEMS.

NO NOTICE, ADVICE OR VERBAL OR WRITTEN REPRESENTATION THAT MEMBER MAY RECEIVE FROM THE COMPANY, ITS EMPLOYEES OR AFFILIATED COMPANIES MAY CONSTITUTE A SUPPLEMENTARY GUARANTEE TO THE TERMS AND CONDITIONS SET FORTH IN THE PRESENT AGREEMENT.

Liability disclaimer

ALTHOUGH THE COMPANY PROVIDES RULES OF CONDUCT AND POSTING FOR USERS OF CONTAINU, THE COMPANY DECLINES ANY LIABILITY FOR ANY INCORRECT, INAPPROPRIATE, OFFENSIVE, OBSCENE CONTENT, OR OTHERWISE OBJECTIONABLE CONTENT POSTED BY USER OF THE SERVICES OF CONTAINU SITE. AT NO TIME, THE COMPANY SHALL BE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE CONTAINU SITE.

USERS ARE SOLELY AND FULLY RESPONSIBLE OF ALL INTERACTIONS AND ACTIVITIES THEY GENERATE WHILE USING CONTAINU SITE. AT NO TIME THE COMPANY AND ITS EMPLOYEES SHALL BE HELD LIABLE FOR ANY COMMENT OR CONTENT TRANSMITTED BY THE SERVICES OF CONTAINU SITE, NOR SHALL BE HELD LIABLE FOR PERSONAL INFORMATION REGARDING OTHERS WHICH MAY HAVE BEEN OBTAINED BY USERS OF THE SERVICES OF CONTAINU SITE.

THE COMPANY, ITS AFFILIATED COMPANIES, OFFICERS, DIRECTORS AND EMPLOYEES SHALL NOT BE LIABLE, BY CONTRACT OR BY STATUTE, TOWARDS MEMBERS OR ANY OTHER THIRD PARTY, FOR ANY DAMAGES, DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, DATA LOSS AND OTHER INTANGIBLE GOODS, EXPENSES FOR THE RETRIEVAL AND REPLACEMENT OF GOODS AND SERVICES EVEN IF THE COMPANY OR ITS AFFILIATED COMPANIES MAY HAVE BEEN INFORMED OF THE POSSIBILITY THAT SUCH DAMAGES EXISTED AND WOULD RESULT FROM I) THE INEXACTITUDE OF INFORMATION AND ELEMENTS MENTIONED ON CONTAINU SITE, II) ANY DELAY RELATED TO THE USE OF THE SERVICES OF THE CONTAINU SITE OR THE IMPOSSIBILITY TO USE THEM, III) AN INVALID DESTINATION OF A MESSAGE, TRANSMISSION ERRORS OR UNAUTHORIZED ACCESS, LOSS OR ALTERATION OF DATA, IV) DEFAMATORY OR OFFENDING DECLARATION OR CONDUCT OF ANY THIRD PARTY IN THE CONTEXT OF ITS USE OF THE SERVICES.

MEMBER EXPRESSLY AGREES THAT THE COMPANY SHALL NOT BE LIABLE TO MEMBER FOR ANY DAMAGES REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT, IN EXCESS OF THE AMOUNTS PAID BY MEMBER, IF ANY, FOR THE CURRENT PERIOD WITH REGARD TO THE SERVICES OFFERED OF CONTAINU SITE. MEMBER AGREES THAT THE FOREGOING PROVISION STATES MEMBER'S EXCLUSIVE REMEDIES FOR ANY CAUSE OF ACTION RELATED TO THE PRESENT AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES. CONSEQUENTLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO MEMBER WHICH MAY HAVE OTHER LEGAL RIGHTS.

Survival of provisions

Provisions regarding Liability for content posted (section 4), Indemnity (section 7), Warranty disclaimer (section 12) and Liability disclaimer (section 13) will survive any termination of the present agreement or cancellation of Member subscription.

Governing law and juridiction

MEMBER EXPRESSLY AGREES THAT THIS TERMS OF USE AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE PROVINCE OF QUEBEC AND THE LAWS OF CANADA APPLICABLE IN THIS PROVINCE, AS THE CASE MAY BE, WITHOUT REGARDS TO PRINCIPALS OF CONFLICT OF LAWS. THE PARTIES ACKNOWLEDGE THAT THIS TERMS OF USE AGREEMENT IS NOT SUBJECT NOR SHOULD IT BE INTERPRETED AS BEING SUBJECT TO THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. MEMBER EXPRESSLY AGREES THAT ANY LITIGATION ARISING OUT OR FROM THIS TERMS OF USE AGREEMENT SHALL BE EXCLUSIVELY TAKEN BEFORE A COMPETENT COURT OF THE JUDICIAL DISTRICT OF QUEBEC, PROVINCE OF QUEBEC, CANADA.

Assignment

Member is prohibited to assign to any third party in whole or in part any rights resulting from the present agreement.

The Company is entitled to assign at its sole discretion any of its rights under the present agreement to any third party and the assignee will be entitled to all Company’s rights, privileges or recourses resulting from the present agreement.

Invalidity of provisions

If one of the provisions of this terms of use agreement should be invalidated by a competent court, only this provision will be considered invalid and such decision will not affect the validity of the remaining provisions of the terms of use agreement. The headings used in this agreement are for convenience of reference only and shall not affect the interpretation of this agreement.

Waiver

If the Company omits to take advantage any of its rights resulting from the present agreement, such omission shall not be construed as a waiver or a modification to its rights granted herein; Company shall be able to bring proceedings within the delays prescribed by law, to enforce its rights. Company’s delay to proceed shall not be an opposable mean of defence.

Opposability of the online version agreement

Member acknowledges that this terms of use agreement has the same effect and same value as if it were signed by him. A printed version of this terms of use agreement or any notice sent by electronic mail will be admissible in litigation as any other business document of the enterprise or register generally kept in paper format.

Primacy of french language contract

THE PARTIES SPECIFICALLY AGREE AND ABIDE THAT THE FRENCH VERSION OF THIS TERMS OF USE AGREEMENT AND ITS SUBSEQUENT AMENDMENTS SHALL BE CONSIDERED THE OFFICIAL AND ORIGINAL LANGUAGE OF THE ENTIRE AGREEMENT WHICH SUPERSEDE ANY TRANSLATIONS IN ANY OTHER LANGUAGE, AND SAID FRENCH VERSION SHALL BE THE SOLE VERSION ADMISSIBLE FOR INTERPRETATION BEFORE A COMPETENT COURT IN CASE OF LITIGATION.

LES PARTIES RECONNAISSENT EXPRESSÉMENT QUE LA VERSION FRANÇAISE DE CETTE CONVENTION D’UTILISATION ET SES AMENDEMENTS SUBSÉQUENTS CONSTITUERA LA VERSION OFFICIELLE ET ORIGINALE DE LEUR ENTENTE ENTIÈRE ET PRÉVAUDRA SUR TOUTE AUTRE TRADUCTION ET TOUTE AUTRE LANGUE, LA VERSION FRANÇAISE DE CETTE CONVENTION ÉTANT LA SEULE ADMISSIBLE POUR FINS D’INTERPRÉTATION PAR UN TRIBUNAL COMPÉTENT.

Other provisions

The present terms of use agreement for the services of ContainU site and its subsequent amendments constitute the entire terms of use agreement between the parties and cancel any verbal or written representation, discussion or pre-agreement that may have preceded this terms of use agreement.