Praized

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Acceptance

These Terms of Use have been prepared by Praized Media Inc. (“Praized”). The terms and conditions outlined in these Terms of Use apply to our services available under the domain and sub-domains of www.praized.com, our co-brand partners as well any third party web sites in which Praized software and content have been embedded (collectively referred to as the “Praized Properties”). By visiting any of the Praized Properties or registering as a member thereof, you agree, without limitation or qualification, to be bound by these Terms of Use. If you do not accept these Terms of Use in their entirety, you may not access or use the Praized Properties. Please note that these Terms of Use may be updated from time to time without notice to you by posting such updates on www.praized.com, so please check back periodically.

Eligibility

Membership in the Praized Properties is void where prohibited. To register as a member of the Praized Properties or to use the Praized Properties, you must be 13 years old or older. Individuals under the age of 18 must have the permission of their parents or legal guardians to use the Praized Properties or to register as a member thereof. If you are under the age of 13, please discontinue using the Praized Properties immediately.

Term and Termination

These Terms of Use shall remain in full force and effect while you use the Praized Properties or are a member thereof. As a member of the Praized Properties, you are entitled to terminate your membership at any time for any reason whatsoever simply by writing to us at help@praized.com.

Your failure to adhere to these Terms of Use may result in personal liability for you under the indemnity set forth below and/or immediate termination of your account and, at Praized’s sole discretion, the deletion of all content related thereto.

Registration Data and Account Security

Users wishing to become members of the Praized Properties will need to register on any of the Praized Properties and select a password and user name in order to use or access certain sections of the Praized Properties. By opting to register, you agree to (i) provide accurate, current and complete information as may be prompted by any of the registration forms on the Praized Properties; (ii) maintain the security and password of your information; (iii) ensure that your registration data is kept accurate, current and complete; and (iv) accept full responsibility for any use pertaining to your account. You agree to notify us if you suspect any unauthorized use of your account or access to your password.

You agree not to use the Praized Properties to register for more than one user account or to register for a user account for an individual other than yourself.

No Commercial Use of the Praized Properties and Prohibited Uses

The Praized Properties are for your personal use only. You shall not use the Praized Properties for commercial purposes and you agree not to resell, distribute, transfer, share or otherwise use the Praized Properties for any commercial purposes whatsoever.

You shall not directly or indirectly allow any third party to access, retrieve or index any portion of the Praized Properties for the purposes of constructing or populating a searchable database of business reviews.

You shall not directly, and indirectly allow any third party to, use any robot, spider, scraper or other automated means to access the Praized Properties for any purpose without the express written permission of Praized. Furthermore, you agree that (i) you will not take any action that imposes or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Praized Properties or any activities conducted therein; or (iii) bypass any measures we may use to prevent or restrict access to the Praized Properties.

You also agree not to use the services with the intention of artificially inflating or altering the vote count, reviews or comments found on the Praized Properties, including by way of creating separate user accounts for such purposes; giving or receiving money or other remuneration in exchange for votes or posting comments; or participating in any other organized effort that in any way artificially alters the results of the Praized Properties.

Trademarks

All trademarks and service marks used on the Praized Properties belong to Praized or their respective owners. You are not authorized to use any such trademarks without the prior written consent of Praized or their respective owners, whichever the case may be.

User Posted Content

In order to keep the Praized Properties interesting and informative, the following guidelines must be adhered to by all users posting comments or linking to any content:

• If a comment is made using your identity or user name, it will be deemed to have been posted by you.
• Do not post or link to abusive, obscene, threatening, harassing, defamatory, libelous, offensive or sexually explicit material.
• Do not intentionally make false or misleading statements.
• Do not offer to sell or buy any product or service.
• Do not post or link to material that infringes the intellectual property rights or proprietary rights, or rights of publicity or privacy, of any third party.
• Do not post or link to information that you know to be confidential or sensitive or otherwise in breach of any law, statute, ordinance or regulation.
• Keep all comments relevant and on topic to the particular site posting.

If Praized receives notice that any posting or link is not in keeping with these guidelines or the intended use of the comments, Praized may remove that posting or link and/or any other related postings. Praized reserves the right, in its sole discretion, to reject, refuse to post or remove any posting or link by you, or to restrict, suspend, or terminate your access to the Praized Properties for any or no reason, with or without prior notice, and without liability. Praized assumes no responsibility for monitoring the Praized Properties for inappropriate content or conduct. The term “content” shall include, without limitation, video, film, music, text, communications, software, scripts, graphics, images, audio, information, and interactive features. If, at any time, Praized chooses, in its sole discretion, to monitor the Praized Properties, Praized nonetheless assumes no responsibility for the content, no obligation to modify or remove any inappropriate content, and no responsibility for the conduct of the user submitting any such content.

By posting content on the Praized Properties, you agree and hereby grant, and you represent and warrant that you have the right to grant, Praized, its contractors and the users of the Praized Properties an irrevocable, perpetual, royalty-free, fully sublicensable, fully paid up, worldwide license to use, copy, publicly perform, digitally perform, publicly display and distribute such posted content and to prepare derivative works of, or incorporate into other works such posted content. The license is non-exclusive, except you agree that Praized shall have the exclusive right to practice this license to the extent of combining your content with the posted content of other members of the Praized Properties to enable Praized to construct or populate a searchable database of business reviews.

Copyright Dispute Policy

Praized respects the intellectual property of others, and we ask our users to do the same. Praized has no responsibility for content on other web sites that you may find or access when using the Praized Properties. Material available on or through other web sites may be protected by copyright and the intellectual property laws of Canada, the United States and/or other countries. The terms of use of those web sites, and not these Terms of Use, govern your use of that material. It is Praized?s policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who may infringe or repeatedly infringe the copyrights or other intellectual property rights of Praized and/or others. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide Praized with the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
• a description of the copyrighted work or other intellectual property that you claim has been infringed;
• a description of where the material that you claim is infringing is located on the Praized Properties, with enough detail so that Praized may find such material;
  • your address, telephone number, and e-mail address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
• a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Notices of claims of copyright or other intellectual property infringement can be sent as follows:

Praized Media Inc. 460 Ste-Catherine Street West , Suite 402 Montreal, Quebec, Canada H3B 1A7

Member Disputes

You are solely responsible for your interactions and dealings with other members and users of the Praized Properties. Praized reserves the right, but has no obligation, to monitor disputes between you and other members or users.

Privacy

The Praized Privacy Policy is a binding part of these Terms of Use.

Disclaimer

All of the information and content on the Praized Properties are provided “as is”, without warranty of any kind, either express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Praized shall not be responsible for any incorrect or inaccurate content posted on the Praized Properties or what actions users may take as a result of having been exposed to the content. The Praized Properties may contain information that some people may find offensive or inappropriate. Inclusion of any linked web site on the Praized Properties does not imply approval, endorsement, recommendation or sponsorship of the linked web site by Praized. When you access these third party web sites, you do so at your own risk as we do not investigate, represent or endorse the accuracy, legality, legitimacy, validity or reliability of any products, services, deals, coupons or other materials contained on or distributed through said third party web sites. Praized assumes no responsibility for third party advertisements which are posted on the Praized Properties or through its services, nor does it take any responsibility for the goods or services provided by its advertisers. Praized assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any user or member communication. Praized shall not be responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any e-mail or players due to technical problems or traffic congestion on the Internet or on any of the services or combination thereof, including any injury or damage to users or to any person’s computer related to or resulting from participation or downloading materials in connection with the Praized Properties.

Limitation on Liability

In no event will Praized be liable to any party for any special, direct, indirect, incidental or consequential damages, including without limitation, lost revenues, lost savings, goodwill or lost profits, whether incurred by you or a third party, which may result from the use of the Praized Properties even if Praized advised such party of the possibility of such damages. Under no circumstances shall Praized be responsible for any loss or damage, including personal injury or death, resulting from use of the Praized Properties, attendance at a Praized event, from any content posted on the Praized Properties, or from the conduct of any of its users, whether online or offline. Praized does not guarantee or promise any specific results from use of the Praized Properties.

Indemnity

You agree to defend, indemnify and hold Praized harmless from any and all liabilities, costs and expenses, including reasonable attorneys’ fees, related to any violation of these Terms of Use by you or users of your account, or in connection with the use of the Praized Properties or the placement or transmission of any content on the Praized Properties by you or users of your account.

Miscellaneous

These Terms of Use constitute the entire agreement between you and Praized regarding the use of the Praized Properties. The failure of Praized to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. The section titles are for convenience only and have no legal or contractual effect. If any provision of these Terms of Use is unlawful, void or unenforceable, that provision is deemed severable and does not affect the validity and enforceability of any remaining provisions. These Terms of Use may not be assigned without the prior written consent of Praized. Notwithstanding the foregoing, Praized may transfer, assign or delegate these Terms of Use and its rights and obligations without the consent of its users. These Terms of Use shall be governed by the laws applicable in the Province of Quebec. The parties have required that these Terms of Use and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.

as of June 25, 2008