Terms of Service

Effective Date: November 2018

The following Terms of Service are a legal agreement between you and EQL Powered by SoundGirls, and govern your use of EQL Powered by SoundGirls website. These Terms of Service include the EQL Powered by SoundGirls Privacy Policy and all other policies referenced below or elsewhere on the EQL Powered by SoundGirls Site. You understand that by using the EQL Powered by SoundGirls site, you are agreeing to these Terms of Service. If you do not accept all of these Terms of Service, you may not access or use the EQL Powered by SoundGirls site. If you are using the EQL Powered by SoundGirls sit for a business, your agreement to these Terms of Service will be treated as the agreement of the business, and all references to “you” and “your” will apply to that business.

Amendments.

You agree that we may, in our sole discretion, amend these Terms of Service at any time, in any way and from time to time. We will publish details of our proposed amendments to these Terms of Service in a notice to this effect on our website. This notice will identify the specific amendments we propose making and the date on which these proposed amendments will become effective.

You agree that such a notice will be adequate notice of the proposed amendments and that these amendments shall automatically come into effect on the date specified in this notice. You further agree that it is your responsibility to review these Terms of Service regularly in the event that we do publish a notice of proposed changes. Your continued use of the EQL Powered by SoundGirls Products and or Services (except where your continued use of EQL Powered by SoundGirls Services is permissible in terms of, for example, specific licenses) will be subject to you agreeing to the amended Terms of Service.

EQL Powered by SoundGirls

You do not need a EQL Powered by SoundGirls account to visit the EQL Powered by SoundGirls Site.

Content.

The EQL Powered by SoundGirls Site includes content provided by EQL Powered by SoundGirls (“EQL Powered by SoundGirls Content”) and content that is uploaded, posted, submitted or otherwise transmitted by you and other users of the EQL Powered by SoundGirls Site (“User Content”).

(a)EQL Powered by SoundGirls Content. All EQL Powered by SoundGirls Content is owned by or licensed to EQL Powered by SoundGirls and or SoundGirls, subject to copyright and other intellectual property rights under Canadian and/or foreign laws and international conventions. EQL Powered by SoundGirls Content is provided to you AS IS and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. EQL Powered by SoundGirls reserves all rights not expressly granted in and to the EQL Powered by EQL Powered by SoundGirls Content. You agree to not engage in the use, copying, or distribution of any of the EQL Powered by SoundGirls Content other than expressly permitted herein. If you download or print any EQL Powered by SoundGirls Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the EQL Powered by SoundGirls Sites or features that prevent or restrict use or copying of any EQL Powered by SoundGirls Content or enforce limitations on use of the EQL Powered by SoundGirls site or Content.

(b)Your User Content. You retain all rights in any User Content that you provide to the EQL Powered by SoundGirls site. You are solely responsible for your User Content and the consequences of posting or publishing it. You grant to EQL Powered by SoundGirls a non-exclusive, worldwide, royalty-free, sublicensable, perpetual and irrevocable right and license to use, reproduce, modify, distribute, prepare derivative works of, display, publish, perform, transmit and access your User Content in connection with the operation of the EQL Powered by SoundGirls Sites and the Services in any media formats and through any media channels, and you grant to each other EQL Powered by SoundGirls Sites user a similar non-exclusive license to access and use your User Content through the EQL Powered by SoundGirls site. You represent and warrant that you own or have the necessary licenses, rights, consents, permissions and releases to grant the foregoing licenses. You acknowledge and agree that all of your User Content will comply with our Copyright and IP Policy as set forth in Exhibit A below.

(c)Disclaimer. EQL Powered by SoundGirls does not guarantee that any EQL Powered by SoundGirls Content or User Content will be made available through the EQL Powered by SoundGirls, continuously or at all. WHILE TREW KNOWLEDGE IS UNDER NO OBLIGATION TO DO SO, TREW KNOWLEDGE RESERVES THE RIGHT TO REMOVE AND PERMANENTLY DELETE ANY CONTENT FROM THE TREW KNOWLEDGE SITES WITHOUT NOTICE, AND FOR ANY REASON TREW KNOWLEDGE DEEMS SUFFICIENT. EQL Powered by SoundGirls does not have any obligation to monitor any User Content for any purpose and, as a result, is not responsible for the accuracy, completeness, appropriateness, legality or applicability of such content or anything said, depicted or written by EQL Powered by SoundGirls Sites users, including, without limitation, any information obtained by using the EQL Powered by SoundGirls site or Services. EQL Powered by SoundGirls does not endorse any User Content or any opinion, recommendation or advice expressed therein and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against EQL Powered by SoundGirls with respect thereto.

Obligations of EQL Powered by SoundGirls Site Users.

The EQL Powered by SoundGirls Sites may be used and accessed for lawful purposes only. You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the EQL Powered by SoundGirls. In addition, without limitation, you agree that you will not do any of the following while using or accessing the EQL Powered by SoundGirls:

(a) Upload, post, submit or otherwise transmit any User Content:

(i) to which you do not have the lawful right to copy, transmit and display

(ii) that infringes any third party’s intellectual property rights (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right or moral right or right of publicity). SoundGirls.Org has adopted and implemented a policy that provides for the termination in appropriate circumstances of the accounts of users who repeatedly infringe or are believed to be or are charged with repeatedly infringing the rights of copyright holders. Please see the SoundGirls.Org Copyright and Intellectual Property Policy attached hereto as Exhibit A for further information;

(iii) that is unlawful, obscene, harmful, threatening, harassing, defamatory or hateful or that contains objects or symbols of hate, invades the privacy of any third party, contains any pornography, erotica, child pornography or child erotica, is deceptive, threatening, abusive, inciting of unlawful action, defamatory, libelous, vulgar or violent or constitutes hate speech or is otherwise objectionable in the opinion of SoundGirls.Org;

(iv) that includes unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, “pyramid schemes” or any other form of unsolicited or unauthorized solicitation;

(v) that contains a software virus or any other computer code, files, or programs designed to (A) interrupt, destroy or limit the functionality of any computer software; or (B) interfere with the access of any user, host or network, including without limitation sending a virus, overloading, flooding, spamming or mail-bombing the SoundGirls.Org Sites; or

(vi) that includes code that is hidden or otherwise surreptitiously contained within the images, audio or video of any User Content that is unrelated to the immediate, aesthetic nature of the User Content.

(b) Circumvent, disable or otherwise interfere with security related features of the SoundGirls.Org Sites or features that prevent or restrict use or copying of any content;

(c) Use any meta tags or other hidden text or metadata utilizing a SoundGirls.Org trademark or logo, URL or product name;

(d) Forge any TCP/IP packet header or any part of the header information in any posting or in any way use the SoundGirls.Org Sites to send altered, deceptive or false source-identifying information;

(e) Tamper with, interfere with or disrupt (or attempt to do so) the availability of any aspect of the SoundGirls.Org Sites or Services, any servers or networks connected to the SoundGirls.Org Sites or Services, or the technical delivery systems of SoundGirls.Org or any SoundGirls.Org provider;

(f) Attempt to probe, scan or test the vulnerability of any SoundGirls.Org system or network or breach or impair or circumvent any security or authentication measures protecting the SoundGirls.Org Sites or Services;

(g) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the SoundGirls.Org Sites or Services;

(h) Attempt to access, search or meta-search the SoundGirls.Org Sites or Services with any engine, software, tool, agent, device or mechanism other than software and/or search agents provided by SoundGirls.Org or other generally available third party web browsers;

(i) Collect or store personal data about other SoundGirls.Org Sites or Services users without their express permission; or

(j) Impersonate or misrepresent your affiliation with any person or entity, through pretexting or some other form of social engineering or otherwise commit fraud.

Termination or Modification.

EQL Powered by SoundGirls reserves the right in its sole discretion, at any time, to modify, discontinue or terminate the EQL Powered by SoundGirls Sites or modify or terminate these Terms of Service, the EQL Powered by SoundGirls Privacy Policy, or the EQL Powered by SoundGirls Copyright and Intellectual Property Policy without advance notice. If any modification is not acceptable to you, your only recourse is to cease using the EQL Powered by SoundGirls Sites. By continuing to use the EQL Powered by SoundGirls site after any such modifications, you accept and agree to be bound by such modifications. Without limiting other remedies, EQL Powered by SoundGirls may at any time suspend or terminate your access to the EQL Powered by SoundGirls Sites or Services without notice to you if EQL Powered by SoundGirls determines in its discretion that you have failed to comply with any provision of these Terms of Service.

Feedback.

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the SoundGirls.Org Sites (“Feedback”). You may submit Feedback by emailing us at soundgirls@soundgirls.org or through the contact form on the SoundGirls.Org Sites. You acknowledge and agree that all Feedback will be the sole and exclusive property of SoundGirls.Org and you hereby assign and agree to assign all rights, title and interest you have in such Feedback to SoundGirls.Org together with all intellectual property rights therein.

Indemnification.

You agree to defend, indemnify and hold SoundGirls.Org and its affiliates, subsidiaries and distribution partners and their respective officers, directors, employees and/or agents harmless from and against any claims, liabilities, damages, losses and expenses, including, without limitation, reasonable attorneys’ fees and costs, arising out of or in any way connected with: (i) your access to or use of the SoundGirls.Org Sites, SoundGirls.Org Content or User Content; (ii) your violation of this Agreement; (iii) your violation of any third party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any claim that your User Content caused damage to a third party, including, without limitation, claims that your User Content is infringing.

Disclaimer.

THE SOUNDGIRLS.ORG SITE AND ALL CONTENT MADE AVAILABLE THROUGH THE SOUNDGIRLS.ORG SITE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITH NO WARRANTY OF ANY KIND. SOUNDGIRLS.ORG EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SOUNDGIRLS.ORG AND SUCH CONTENT, INCLUDING ANY IMPLIED WARRANTY OF QUALITY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN ADDITION, SOUNDGIRLS.ORG MAKES NO REPRESENTATION OR WARRANTY THAT THE SOUNDGIRLS.ORG SITE OR ANY SUCH CONTENT WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Force Majeure.

SoundGirls.Org will not be liable to you by reason of any failure or delay in performance on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, earthquakes, or internet connectivity or failure issues experienced by major telecommunications providers or a SoundGirls.Org co-location facility, for the duration of such event and for such further period of time that SoundGirls.Org may reasonably require to recover from the effects of such event.

Notice; Consent to Electronic Notice.

You consent to the use of (a) electronic means to complete these Terms of Service and deliver any notices pursuant to these Terms of Service, and (b) electronic records to store information related to these Terms of Service or your use of the SoundGirls.Org Sites or Services. Any notice or other communication to be given hereunder will be in writing and given (x) by SoundGirls.Org via email (in each case to the address that you provide), (y) a posting on the SoundGirls.Org Sites or (z) by you via email to legal@trewknowledge.com or to such other addresses as SoundGirls.Org may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.

Other WebSites.

The SoundGirls.Org Sites may provide links to third party webSites, and such links are provided for reference only. We encourage you to read the use terms of each third party webSites you visit, including webSites which are linked to the SoundGirls.Org Sites and/or which have deployed the Services. Please keep in mind that SoundGirls.Org has no control over (and SoundGirls.Org disclaims any responsibility or liability to you for) the content, privacy policies, activities or practices of any third party webSites, including webSites that deploy the Services, or for any harms, injuries or losses you might suffer as a result of using or accessing such webSites.

Miscellaneous.

In the event that any provision in these Terms of Service is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent permitted by law and the remaining provisions will remain in full force and effect to the maximum extent permitted by law. The failure of a party to enforce any right or provision of these Terms of Service will not be deemed a waiver of such right or provision. This Agreement will be governed by and interpreted in accordance with the laws of the Province of Ontario excluding that body of law pertaining to conflict of laws. Any legal action or proceeding arising under these Terms of Service will be brought exclusively in courts located in Ontario, Canada, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. These Terms of Service together with the rules and policies of SoundGirls.Org incorporated herein by reference constitute the entire agreement between SoundGirls.Org and you with respect to your use of the SoundGirls.Org Sites.

Questions.

If you have questions about these Terms of Service please email EQL@soundgirls.org or at soundgirls@soundgirls.org.

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