Updated February 21st,
2008
A Visitor, Seller or Buyer (here and after called
"Member") shall be entitled solely to those privileges
explicitly set forth in this Agreement.
TERMS
This Membership Agreement is effective upon receipt
and acceptance of a Member Subscription Form by
IPEXCO INC (IPEX VIEW operator) and shall continue
until either party terminates the Agreement. Both
parties may terminate this Agreement for any reason,
or no reason at all, upon written notice to the
other party. Member agrees that IPEX VIEW, its sole
discretion, shall have the right to terminate Member's
access to IPEX VIEW Website at any time, for any reason,
and that IPEX VIEW shall not be obligated to disclose
such reason to Member. Termination of Member's access
to IPEX VIEW's Website is sufficient notice of termination
of this Agreement.
ACCESS AGREEMENT
This Agreement is not a transfer or a license of
any of IPEX VIEW's rights. By accessing IPEX VIEW's
Website, Member expressly acknowledges acceptance
of the terms of this Agreement. Member agrees that
IPEX VIEW has the right to deny any individual access
to its Website. Unauthorized access to IPEX VIEW's
Website is expressly forbidden. IPEX VIEW's Website
is protected under Copyright Laws. Any reproduction
or distribution of this Website information, by,
for, or to any third party, is expressly forbidden.
CLIENT WARRANTY AND INDEMNIFICATION
Client acknowledges and hereby declares he controls all rights necessary to enter into this Agreement. Client hereby confirms that no third party rights are being infringed by the rights herein granted to IPEXCO by Client, including online video rights, music synchronization rights or any other rights by any third party directly or indirectly connected with the Trailers.
In the case any third party should contact IPEXCO with a claim of rights violation of any nature whatsoever, IPEXCO will have the right to immediately suspend such clips from IPEX VIEW. IPEXCO will then offer Client the opportunity to submit his chain of title documentation, and if such documentation meets with the approval of IPEXCO legal counsel, all suspended clips will be reinstated, and the number of days clips were removed from IPEX VIEW will be added to the Term for the clips in question. No refunds are available as a result of any such legal considerations once clips have been approved by Client for use on IPEX VIEW. Client will save and hold free and harmless IPEXCO INC. and their officers and directors, of any and all liability and loss, damage or expense in respect to the covenants herby granted to IPEXCO INC. by Client.
CONFIDENTIAL DISCLOSURE
Member understands and agrees that information
disclosed through IPEX VIEW's Website includes trade
secret and proprietary information belonging to
IPEX VIEW. Member agrees not to copy or disclose to
third parties, in whole or in part, any portion
of the information or software. Member also agrees
that all Usernames and Passwords supplied to the
Member are non-transferable and may only be used
by those parties expressly named in this Agreement.
The provisions of this Confidential Disclosure section
shall survive the termination of this Agreement.
DISCLAIMER
IPEX VIEW assumes no liability for losses incurred
in the use or application of the software or the
data contained therein. IPEX VIEW shall not be liable
for any direct, indirect, special, incidental, or
consequential damages, whether based on contract,
tort, or any other legal theory, arising out of
the sale, service, furnishing performance or use
of any information, data or materials sold or provided
under this Agreement. The provisions of this Disclaimer
section shall survive the termination of this Agreement.
USE OF THE INFORMATION
IPEX VIEW uses the information collected from the
site only to better serve its members. Among the
information, member's username, Trailers, Programmes
posted and description information are available
to all members. Every member may also have access
to the information related to the searches for Trailers
and Programmes made by a member through the "Programme
Search" function.
IPEX VIEW will not distribute or make known the
list of Trailers and Programmes for sale of a member.
In addition, the complete list of Trailers and Programmes
of a member cannot be downloaded or made available
to another member or third party. Furthermore, all
activities such as spamming, etc and any other abuse
of existing functionalities will not be tolerated.
SERVICE FEES
Member agrees that IPEX VIEW, its sole discretion,
shall have the right to modify any portion of its
fee structure for any reason, at anytime without
prior notice.
GENERAL PROVISIONS
The failure of a party to insist upon the performance
of any provision of this Agreement or to exercise
any right or privilege granted that party shall
not be construed as waiving any such provision and
the same shall continue in force. This Agreement
shall be binding upon and inure solely to the benefit
of each of the parties, and no other persons or
entities shall be beneficiaries hereunder or have
any rights to enforce any part of this Agreement.
If any provision of this Agreement is found to be
void, the remainder of this Agreement shall survive
and remain in full force and shall not thereby be
terminated. This Agreement is entered into at Montreal,
Canada and shall be governed by laws of the Province
of Quebec. An electronically sent agreement shall
be as valid as a written agreement. The parties
agree that this Agreement shall be written in English
only. Les parties conviennent que cette entente
soit écrite en anglais seulement.
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