Terms of Use

Last Updated: January, 2010

Welcome to the Sound TV and thank you for taking the time to read through this most wordy but important document. These terms of service (the “Terms of Service”) create a binding legal agreement between the Sound Research Inc. (the “Sound”) and you. If you are accepting these Terms of Service on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms of Service, in which case the terms “you” or “your” shall refer to such entity. By using or accessing this website (www.thesoundtv.com) and any service available on it (the “Site”), you agree that you have read and agree to the terms of these Terms of Service and (the “Privacy Policy”). These Terms of Service also apply to any of the Sound’s software downloaded on your computer.

The Sound may update these Terms of Service at any time, without notification to you, and you should review these Terms of Service from time to time by accessing the Site. Your continued use of the Site shall be deemed irrevocable acceptance of any such revisions.

Ability to Enter into these Terms of Service

In order to enter into these Terms of Service, you must have reached the legal age of majority in your jurisdiction of residence or possess legal parental or guardian consent, and be fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. We do not knowingly provide access to the Site to anyone under the age of 18 unless such user has parental or legal guardian consent. It is your responsibility to ensure that you are legally eligible to enter into these Terms of Service under any laws applicable to you in your jurisdiction of residence or otherwise.

The Site

You acknowledge that the Site may include advertisements and that these advertisements may be necessary for the Sound to provide access to the Site. You may also receive notifications and updates about the Site or other the Sound services and as a user of the Site, you can opt out of receiving such messages in accordance with the Privacy Policy. Any new features that change or enhance the current Site are subject to these Terms of Service, unless explicitly stated otherwise. You understand and agree that the Site is provided on an "AS-IS" basis and that the Sound assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

You agree to not use the Site for commercial purposes or for any use not expressly permitted by these Terms of Service, without the prior written consent of the Sound, which consent may be arbitrarily withheld. Commercial use that is prohibited includes but is not limited to: the use or sale of access to the Site or related technologies and services, and the sale of advertising on the Site or any third party website. You may use the Site if you represent a commercial entity that is utilizing the Site's functionality to participate in an Activity (as defined below).

The Sound Account

In order to access parts of the Site and/or participate in an Activity (as defined below) enabled through the Site, you will have to create a Sound account (“Account”). You are only permitted to create one Account and no more than two Accounts may be created using the same mailing address. When creating your Account, ensure that all information you enter in is complete and accurate. You are solely responsible for all activity on your Account, so please keep your password protected. You are not allowed to use anyone else's Account without their permission. If you feel that the security of your Account has been breached or accessed without your permission, you are responsible for notifying the Sound immediately. Personal information you provide to the Sound is governed by the Privacy Policy and applicable laws related to personal information.

Submission of Content

The Site enables you to post Content that you submit to the Sound, or for display on the Site. You acknowledge and agree that you are solely responsible for all Content you post on the Site and the consequences for posting or publishing it. You further acknowledge and agree that any Content that you post is deemed non-confidential, and the Sound shall be under no obligation to maintain the confidentiality of any information, in whatever form, contained in the Content.

Acceptable Use and Conduct

You agree that you will not publish or make available any Content that, or use the Site in a manner that:

  1. infringes, violates or misappropriates any third party’s intellectual property or proprietary rights; contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  2. engages in spamming, “chain letters”, “pyramid schemes”, advertisement of illegal or controlled products or services, or other advertising or marketing activities that violate these Terms of Service, the Privacy Policy or any applicable laws, regulations or generally-accepted advertising industry guidelines;
  3. is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes; is libelous or defamatory, or that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or is invasive of another’s privacy;
  4. is harmful to minors in any way;
  5. is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by the Sound;
  6. impersonates a Sound employee, or any other person, or falsely states or otherwise misrepresents your affiliation with any person or entity, or to obtain access to the Site or a portion thereof without proper authorization;
  7. interferes or attempts to interfere with the proper working of the Site or prevents others from using the Site, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the Site, or that otherwise negatively affects other persons’ ability to use the Site;
  8. uses any manual or automated means, including agents, robots, scripts, or spiders, to monitor or copy the Site or the content contained therein;
  9. facilitates the unlawful distribution of copyrighted Content;
  10. includes personal or identifying information about another person in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Site to users;
  11. constitutes or contains any form of advertising or solicitation to users who have requested not to be contacted about other services, products or commercial interests;
  12. stalks or otherwise harasses anyone on the Site or with information obtained from the Site;
  13. collects, uses or discloses data, including personal information, about users without their informed consent or for unlawful purposes or in violation of applicable law or regulations;
  14. requests, solicits or otherwise obtains access to usernames, passwords or other authentication credentials from any user of the Site for the purposes of automating logins to the Site;
  15. attempts to gain unauthorized access to the computer systems of the Sound or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Site;
  16. takes any action that may undermine the feedback or ratings systems (such as displaying, importing or exporting feedback information from the Site or using it for purposes unrelated to the Site);
  17. posts adult Content on any Activity, unless the posting of such adult Content is permitted by the Official Rules;
  18. decompiles or reverse engineers or attempt to access the source code of the software underlying the Site or any other Sound technology;
  19. copies, archives, stores, reproduces, rearranges, modifies, downloads, uploads, creates derivate works from, displays, performs, publishes, distributes, redistributes or disseminates all or any part of the Site;
  20. accesses the Site for the purposes of building a product using similar ideas, features, functions, interface or graphics as those found in the Site; or
  21. accesses the Site to upload any Content or computer code for the purposes of: (i) causing a breach of security to the Site; (ii) interfering with the proper working, functionality or performance of the Site; or (iii) preventing others from accessing or using the Site.

Intellectual Property Ownership

All right, title, interest, ownership and intellectual property rights in and to the Site, including all of the content you submit to the Sound, will remain and/or become (AS THE CASE MAY BE) the property of the Sound. NO RIGHT, TITLE OR INTEREST IN ANY CONTENT OF THIS SITE IS TRANSFERRED TO YOU, WHETHER AS A RESULT OF DOWNLOADING SUCH CONTENT OR OTHERWISE. The Site is protected by the laws of Canada and other countries, and by international treaties.

The Sound may remove any Content you submit that in the sole judgment of the Sound violates these Terms of Service.

By displaying, publishing, or otherwise posting any Content on or through the Site, you hereby grant to the Sound ownership of the Content you submit, and explicitly acknowledge and agree that subsequent to you posting any Content, the Sound shall be permitted to license, use, publicly display, sublicense, modify and distribute such Content without the requirement to make payment to you or any third party or the need to seek any third party permission arising in connection with same. In the event that you do not own the whole or a portion of the Content you submit, you hereby agree to grant the Sound a perpetual, irrevocable, royalty free, worldwide license to use, publicly display, sublicense, modify and distribute such Content without the requirement to make payment to you or any third party or the need to seek any third party permission. This license would include but not be limited to the right to host, index, cache, distribute, and tag any Content.

You represent and warrant that you own your Content or have the necessary licenses, rights, consents, and permissions to grant the license set forth herein and that the Sound’s use thereof will not violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other rights of any person or entity.

You agree that the Sound is not responsible for any violations of any third party intellectual property rights in any Content that you submit to the Sound.

You agree to pay all royalties, fees and any other monies owing to any person by reason of Content displayed or posted by you to the Site. Except for your Content, you may not copy, modify, publish, broadcast, transmit, distribute, perform, display or sell any Content appearing on the Site.

You acknowledge that any ideas, suggestions, concepts, processes or techniques which you provide to the Sound related to the Site, the Sound or its business (“Feedback”) shall become the property of the Sound without any compensation or other consideration payable to you by the Sound, and you do so of your own free will and volition. The Sound may, in its sole discretion, use or incorporate the Feedback in whatever form or derivative into the Site, its business or other products. You hereby assign all rights to the Sound in any Feedback and, as applicable, waive any moral rights.

Website Copyright and Trademarks

This Site and its content are protected by applicable copyright laws and are the property of the Sound. You are prohibited from using any of the Sound’s marks or logos appearing throughout this Site without the permission of the Sound, except as permitted by applicable law.

Account Termination Policy

The Sound reserves the right at any time, and without cost, charge or liability, or prejudice to any other rights, to terminate your Account at its sole discretion for any reason, including, but not limited to, a failure to comply with these Terms of Service. If you establish multiple Accounts, all non-permitted Accounts will be closed without notice to you. The Sound also reserves the right to deny access to anyone, including, but not limited to those users who use proxy servers and/or IP addresses residing in certain geographical areas outside of Canada and the U.S. The Sound reserves the right to terminate any portion of the Site at any time, for any reason, with or without notice, even though termination may affect your ability to participate in any Activity. In the event your Account is terminated, you will be obligated to destroy all copies of any software provided to you.

Copyright Claim

If you are a copyright owner or agent of a copyright owner and believe that Content on the Site or anything else infringes your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act by providing the Sound with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): a statement by you, under the penalty of perjury, that the information below, as provided by you is accurate and you are the authorized copyright or intellectual property owner or authorized to act on the copyright owner's behalf:

  1. a physical or electronic signature of a person authorized to act on behalf of the owner, whose copyright is allegedly infringed;
  2. identify a description of the copyrighted work or other intellectual property that you claim has been infringed;
  3. include to the best of your ability, the location on the Site of where the material that you claim is infringing;
  4. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner or its agent;
  5. if you are not the owner, please include an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; and
  6. include your contact information - address, phone number and email so that the Sound can contact you.

And mail all of this information to:

www.thesoundtv.com

Suite 250, 49 Dunlevy Avenue,

Vancouver BC

V6A 3A3

After reviewing your complaint, the Sound, in its sole discretion, may remove the Content or other material you believe infringes your copyright or other intellectual property rights and disable and/or terminate the Account of any users who may be repeat infringers.

Disclaimer of Warranties

THE SOUND DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME THE SOUND OR AN ORGANIZER MAY REMOVE THE SITE FOR INDEFINITE PERIODS OF TIME WITHOUT NOTICE TO YOU.

YOUR USE OF THE SITE AND ALL CONTENT FORMING PART OF OR RELATED TO THE SITE, INCLUDING BUT NOT LIMITED TO ALL ACTIVITY CONTENT, INCLUDING YOUR CONTENT, AND THIRD PARTY SOFTWARE AND CONTENT, ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE SOUND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND WITH RESPECT TO THE SITE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT.

THE SOUND DISCLAIMS ANY WARRANTY THAT THE SITE OR ANY CONTENT, OR THIRD PARTY SOFTWARE AND CONTENT WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SOUND MAKES NO GUARANTEE REGARDING: (A) THE AMOUNT, TIMING AND DELIVERY OF ANY CLICKS OR IMPRESSIONS WITH RESPECT TO ANY CONTENT OR ACTIVITY (INCLUDING THIRD PARTY CONTENT) OR ADVERTISING ON THE SITE OR IN CONNECTION WITH ANY ACTIVITY; OR (B) THE COMPATIBILITY OF YOUR SOFTWARE, HARDWARE OR CONTENT WITH THE SITE.

You are solely responsible for ensuring that Your CONTENT is compatible with the SITE. The Sound disclaims any liability or responsibility for any unauthorized use of Your CONTENT by third parties, PARTICIPANTS or OTHER Users of THE Site and is not responsible for protecting Your CONTENT.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SOUND OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.

The SITE is offered and controlled by The Sound from its facilities in Canada. The Sound makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are responsible for compliance with local law.

Third Party Content

The inclusion of any third party content on the Site does not imply the Sound’s affiliation to the provider of such third party content or its endorsement of such third party content. Because the Sound does not control third party content, you agree that the Sound is not responsible for any such third party content, including the accuracy, integrity, quality, legality, usefulness, safety or intellectual property rights of or relating to such third party content. The Sound reserves the right, but shall have no obligation, to pre-screen, filter, remove, refuse to accept, post, display or transmit any third party content (including on any social networking website) in whole or part at any time for any reason with or without notice and with no liability of any kind. You are solely responsible (and assume all associated liability and risk) for determining whether or not such third party content is appropriate or acceptable to you. Third party content does not constitute or imply an endorsement, sponsorship, or recommendation by the Sound of the third party, the third party website, or the information contained therein.

Access and use of third party sites, including the information, material, products, and services on third party sites or available through third party sites, is solely at your own risk.

Limitation of Liability

YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT, SHALL THE SOUND OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES OR THE COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES (EVEN IF THE SOUND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THESE TERMS OF SERVICE OR YOUR USE OF OR YOUR INABILITY TO USE THE SITE, OR FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS OF USE. THE SOUND’S LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE LESSER OF: (A) $100; AND (B) THE TOTAL AMOUNTS YOU PAID TO THE SOUND IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF LOSS OF DAMAGE. TO THE EXTENT ANY STATE OR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE SOUND’S LIABILITY IN SUCH STATE OR JURISDICTION SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

THE FOREGOING LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO ANY DAMAGES INCURRED BY REASON OF ANY SERVICES PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN THE SOUND AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE SITE OR RECEIVED BY YOU ON ANY THIRD PARTY SITES. YOU ALSO AGREE THAT THE SOUND WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS THE RESULT OF ANY INTERACTIONS OR DEALINGS WITH ADVERTISERS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE SITE.

The Sound takes no responsibility for any content forming part of or related to THE SITE OR ANY Activities and The Sound has no obligation to monitor THE SITE OR ANY Activity.

Indemnity

You agree to indemnify, defend, and hold harmless the Sound, and its subsidiaries, affiliates, co-branders, all third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives, from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys’ fees) arising out of or relating to these Terms of Service or the Site, including but not limited to in relation to: (a) your use, non-use or misuse of, or connection to the Site, Content and any other content forming part of the Site or Activity; (b) your breach or alleged breach of these Terms of Service; (c) your violation of any rights, including intellectual property rights, of a third party; and (d) all claims brought against the Sound or any costs incurred by the Sound in connection with any breach by you of the Official Rules. The Sound reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Sound and you agree to cooperate with the Sound’s defense of these claims. You agree not to settle any matter without the prior written consent of the Sound. The Sound will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Miscellaneous

These Terms of Service have been made in and shall be construed and enforced in accordance with the laws of the jurisdiction of the Province of British Columbia, Canada, and you irrevocably consent to submit to the exclusive jurisdiction of the courts of the Province of British Columbia for any claim, proceeding or action under the Terms of Service, except for any claim, proceeding or action by the Sound for equitable relief.

You agree that these Terms of Service are specifically enforceable by injunctive relief and other equitable remedies without proof of monetary damages.

These Terms of Service shall constitute the complete and exclusive agreement between you and the Sound, and govern your use of the Site.

If any provision of these Terms of Service is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from the Terms of Service and the other provisions shall remain in full force and effect.

Any and all disputes relating to these Terms of Service and your use of this Site will be governed and interpreted by in accordance with the laws of British Columbia, Canada.

The Sound may assign these Terms of Service and your Account to any third party in its sole discretion.

These Terms of Service bind you, your heirs, legal representatives, executors and permitted assigns.

The sections of “Intellectual Property Ownership”, “Disclaimer of Warranties”, “Limitation of Liability”, “Indemnity” and “Miscellaneous” will survive any actual or purported termination or expiry of these Terms of Service and continue in full force and effect.

You represent and warrant that you are authorized and permitted under all laws applicable to you: to the use the Site, to enter into these Terms of Service and comply with its terms, to meet your obligations hereunder and comply with all laws, regulations or policies that apply to the Site, including, without limitation, any and all import and export control regulations and laws, and a breach of any representation or warranty is a terminable breach of these Terms of Service.

Contacting The Sound

You may contact the Sound by email at info@thesoundresearch.com or by mail at:

www.thesoundtv.com

Suite 250, 49 Dunlevy Avenue,

Vancouver BC

V6A 3A3