542 ENTERTAINMENT INC. – TERMS OF USE

This website, including all of its features, service offerings and content (the “Website”) is a service made available by 542 Entertainment Inc. (collectively, “We”, “Us” or “Corporation”) and all content, information, and services provided on or through this Website may be used solely under the following terms and conditions (“Terms of Use” or these “Terms”).

YOUR USE OF THE WEBSITE CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE AND CORPORATION’S PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS OF USE OR THE PRIVACY POLICY, PLEASE DO NOT USE OR OTHERWISE ACCESS THE WEB­SITE.

If at any point you do not agree to any portion of the then-current version of our Terms of Use, the Corporation Privacy Policy, or any other Corporation policy, rule or code of conduct relating to your use of the Website, you must immedi­ately stop using the Website in which event your license to use the Website will immediately terminate.

In some cases, a certain feature or service offering on the Website may require you to read and agree to specific terms and conditions. In this instance your right to use such feature of service offering is subject to those specific terms and these Terms of Use. To the extent these Terms of Use or Corporation Privacy Policy conflict with any other Corporation terms, policy, rules or codes of conduct, the terms contained in these Terms of Use and in the Corporation Priva­cy Policy will govern.

  1. Website Limited License. When you access or use the Website, you are granted a non-exclusive, non-transferable, revocable, limited license to access and use this Website in accordance with these Terms of Use.
  2. Limitations on Use. The Website is for your personal use only and not for commercial use. You must not:
  • decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from this Website;
  • use any network monitoring or discovery software to determine the site architecture, or extract informa­tion about usage, individual identities or users;
  • use any robot, spider, other automatic software or device, or manual process to monitor or copy our Web­site without Corporation’s prior written permission;
  • copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit or public purposes all or any portion of this Website, except to the extent permitted above; and
  • use or otherwise export or re-export this Website or any portion thereof in violation of the export control laws and regulations of the U.S. or Canada. Any unauthorized use of this Website is prohibited.
  1. Intellectual Property Rights. Except as expressly provided in these Terms of Use, nothing contained here­in shall be construed as conferring any license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights. You agree that the Website is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.
  2. Links to Third Party Content. The Website may include hyperlinks to web sites and application stores op­erated by third parties and other content providers. Those sites may collect data or solicit personal information from you. Corporation does not control such web sites or application stores, and is not responsible for their content, privacy policies, or for the collection, use or disclosure of any information those sites may collect. Your use of third party web sites and application stores will be governed by such third party’s terms of use, if any.
  3. User Content. If you make information available to Corporation through your use of the Website including, but not limited to, account personas, pictures, forum posts, chat posts, tweets, Facebook postings, profiles and any other text, widgets, messages, links, emails, video, sound, graphics, code and all other audio visual or other mate­rial appearing on or emanating to and/or from the Website and any other content contributed by the User to the Website (“User Content”), you understand and agree that Corporation: (a) has no obligation to keep your User Content confidential; (b) has no obligation to return your User Content or respond in any way; and (c) may use your User Content for any purpose and in any way without notice or compensation to you.
  4. DISCLAIMER. CORPORATION MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE WEBSITE’S ACCURACY, COMPLETENESS, OR CURRENTNESS. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WAR­RANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WAR­RANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER AP­PLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). CORPORATION SHALL NOT BE LIABLE ON ACCOUNT OF ANY SUCH ERRORS, OMISSIONS, DELAYS, OR LOSSES.

WITHOUT LIMITING THE FOREGOING, NEITHER CORPORATION NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVID­ERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, THE “CORPORATION PARTIES”) WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

  1. LIMITATIONS; WAIVERS OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CON­TAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE WEBSITE UNDER ANY CAUSE OR ACTION WHAT­SOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT THE CORPORATION PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE WEBSITE.

YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE CORPORATION PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE CORPORATION PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE WEBSITE AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF THE WEBSITE AND EXTERNAL SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL THE CORPORATION PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID CORPORATION IN THE ONE HUNDRED AND EIGHTY DAYS (180) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.

YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT PAID CORPORATION ANY AMOUNTS IN THE ONE HUNDRED AND EIGHTY DAYS (180) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH CORPORATION IS TO STOP USING THE WEBSITE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIM­ITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THE SECTION MAY NOT APPLY TO YOU. IN PARTICULAR, NOTHING IN THESE TERMS SHALL AFFECT THE STATUTORY RIGHTS OF ANY CONSUMER OR EXCLUDE OR RESTRICT ANY LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM ANY NEGLIGENCE OR FRAUD OF CORPORATION.

  1. Indemnification. You agree to indemnify, save, and hold the Corporation Parties harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your misuse of the Website, any violation by you of these Terms of Use, or any breach of the representations, warranties, and covenants made by you herein. Corporation reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Corporation, and you agree to cooperate with Corporation’s defense of these claims. Corporation will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
  2. General.

Assignment. Corporation may assign or delegate these Terms of Use, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Use without Corporation’s prior written consent, and any unauthorized assignment and delegation by you is void and ineffective.

Supplemental Policies. Corporation may publish additional policies related to specific services such as applications for mobile devices, forums, contests or loyalty programs. Your right to use such services is subject to those specific policies and these Terms of Use.

Entire Agreement. These Terms of Use and the Privacy Policy contain the entire and exclusive agreement be­tween yourself and Corporation with respect to your use of the Website and supersedes any and all prior oral or written understandings or agreements.

Law and Forum for Legal Disputes. This Agreement and any dispute arising out of or related to it or the Web­site shall be governed in all respects by the laws of the Province of British Columbia as they apply to agreements entered into and to be performed entirely within British Columbia between British Columbia residents, with­out regard to conflict of law provisions. You agree that any claim or dispute you may have against Corporation must be resolved exclusively by a court located in Vancouver, British Columbia. You agree to submit to the personal jurisdiction of the courts located within Vancouver, British Columbia for the purpose of litigating all such claims or disputes.

Language of the Terms of Use. If we provide you with a translation of the English language version of these Terms of Use or any other policy (collectively “Corporation Policies”), then you agree that the translation is provided for informational purposes only and does not modify the English language version of the Corporation Policies. In the event of a conflict between a translation of the Corporation Policies and the English version, the English version of the Corporation Policies will control.

Severability. You and Corporation agree that if any portion of these Terms of Use is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffec­tive solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.

Notices. We may notify you via postings on www.542entertainment.com, via e-mail or by any other communication means using any contact information you provide to us. All notices given by you or required from you under these Terms of Use shall be in writing and addressed to: 542 Entertainment Inc., baasen@542entertainment.com. Any notices that you provide without compliance with this section on Notices shall have no legal effect.

Headings. The heading references used in these Terms of Use are for convenience purposes only, do not consti­tute a part of these Terms of Use, and shall not be deemed to limit or affect any of the provisions hereof.

No Waiver. No term or provision of these Terms of Use shall be deemed waived and no breach excused unless such waiver or consent is in writing and signed by the party claimed to have waived or consented. The waiver by either party of any right hereunder, or of the failure to perform or of a breach by the other party, shall ot be deemed to be a waiver of any other right hereunder or of any other breach or failure by such other party, whether of a similar nature or otherwise.

Unlawful Activity. We reserve the right to investigate complaints or reported violations of our Terms of Use and to take any action we deem appropriate including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appro­priate to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information.

Remedies. We reserves the right to seek all remedies available at law and in equity for violations of these Terms of Use, including but not limited to the right to block access from a particular Internet address to the Website and any other Corporation services. You acknowledge that the rights granted and obligations made under these Terms of Use to Corporation are of a unique and irreplaceable nature, the loss of which shall irreparably harm Corporation and which cannot be replaced by monetary damages alone. Accordingly, Corporation shall be entitled to injunctive or oth­er equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Website.

Force Majeure. Corporation shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of Corporation, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond Corporation’s control such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transporta­tion facilities, fuel, energy, labor or materials.

Modifications to Terms of Use. Corporation reserves the right to change these Terms of Use at any time. Updated versions of the Terms of Use will appear on the Website and are effective immediately. You are responsible for regularly reviewing the Terms of Use. Continued use of the Website after any such changes constitutes your consent to such changes.