Date of Last Revision: December 15, 2014
These Terms of Service (“Terms”) govern your access to and use of the Charles Adler Radio websites, including but not limited to CHARLESADLER.COM, its affiliate sites, subdomains, mobile versions, and any associated applications (collectively, the “Site”). The Site is owned and operated by Kettleby Communications Inc. (collectively with Charles Adler together with Kettleby Communications Inc. and their affiliates, referred to as “Kettleby Communications”). These Terms also govern your relationship with Kettleby Communications. All references in the Terms to “Charles Adler Radio”, “CHARLESADLER.COM”, “Kettleby Communications Inc.”, “Kettleby Communications”, “we”, “us”, “our” and like terms should be interpreted accordingly.
By accessing or using the Site, you agree that you have read, understood, and agree to be bound by these Terms. You also agree that your access to and use of the Site is a valuable benefit that you receive by agreeing to and complying with these Terms. If you do not agree to these Terms, you may not access or use the Site.
3. Ownership and Restrictions on Use
You acknowledge that all Site Content is protected by national and international copyrights, trademarks, service marks and other intellectual property and proprietary rights and laws and are owned by Kettleby Communications or our licensors. Unless otherwise indicated, all trademarks, service marks, logos, names, trade dress and marks on the Site are trademarks or service marks of, or used under licence by, Kettleby Communications.
The use or misuse of any of these materials is strictly prohibited. Kettleby Communications does not grant any licence to you with respect to the Site, the Site Content or the intellectual property rights therein by virtue of these Terms, except for the limited right to use the Site in accordance with these Terms. Any product and/or trade names that are mentioned on the Site or are provided as part of the Services may be trademarks of their respective owners.
We may also restrict your access to part or all of the Site or Site Content if we believe that you are in breach of these Terms or applicable laws, or for any other reason, all without prior notice to you or liability to us.
4. Lawful Use
You may access, browse and use the Site and Site Content only for your personal, non-commercial use in accordance with these Terms, including emailing such information to a person who you feel may be interested in the Site Content, provided you keep intact all copyright and other proprietary notices. You may not copy, reproduce, modify, distribute, transmit, display, perform, publish or otherwise use or exploit, through any means or media, any of the Site or Site Content, except as expressly provided in these Terms.
Any conduct by you that in Kettleby Communications’ sole discretion restricts or inhibits any other user from using or enjoying the Site or to interfere in any way with the proper functioning of the Site will not be permitted and without limiting the foregoing, Kettleby Communications may, in its sole discretion decide to ban any such users it considers to be in violation of the foregoing.
5. Links to Third-Party Websites & Services
Your business dealings with any third parties who advertise on the Site and any terms, conditions, warranties or representations associated with such dealings are solely between you and such third party advertisers and we are not responsible or liable for any loss or damage of any nature that you may incur as a result of such dealings or the presence of any advertisement on the Site.
6. Linking to the Site
You agree that if you include a link from any website to the Site, such link shall open in a new browser window and shall link to the full version of the Site. You may not link directly to any Site Content in any manner that causes the Site, or any page of the Site, to be “framed,” surrounded or obfuscated by any third-party content, materials or branding. We may, at any time, and in our sole discretion, for any or no reason, require that any link to the Site be discontinued and removed and revoke your right to link to the Site.
7. User’s Grant of Licence
Parts of the Site may allow you to post, upload or submit content, information or comments to the Site (“Your Content”). If you do post, upload or submit Your Content to the Site we are under no obligation to use Your Content. If we do use Your Content, you waive any right to attribution (i.e., indication that you are the author or owner of Your Content) or integrity (i.e., prior approval of changes). Do not send us any confidential, secret or proprietary information or material through the Site, by email or in any other way. By providing Your Content to us, you: (i) represent and warrant that Your Content is your own and that you control such content, or otherwise have the right to grant to us the licence to Your Content granted herein, and that Your Content does not violate any rights, including rights of privacy, of any third-party and does not otherwise violate the law; (ii) represent that you have no expectation of compensation or confidentiality of any nature with respect to Your Content and that we, our affiliates, our licensors and/or their affiliates may already have projects under consideration or are independently developing projects that are similar to Your Content; and (iii) grant to us and our affiliates a world-wide, non-exclusive, fully paid-up, royalty-free, unrestricted, perpetual, irrevocable, fully transferable, assignable and fully sub-licensable (through multiple tiers) right and licence, to copy, reproduce, edit, modify, distribute, transmit, translate, display, perform, publish, sell, adapt, create derivative works from, and otherwise use Your Content, for any purpose that we may choose, in our sole discretion, and through any means or media, whether now existing or subsequently developed, and without any compensation to you or any third party (it being understood that the foregoing shall include the right to exploit any and all intellectual property and proprietary rights in Your Content including, without limitation, rights protected under applicable copyright, trademark, trade secret, patent and other laws throughout the world).
You agree that you will not post or transmit through the Site any form of virus, worm, Trojan horse or other malicious code. You agree that you will not post any material which as determined in Kettleby Communications’ sole discretion, violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offence, give rise to civil liability, damage Kettleby Communications or other parties, or otherwise violate any law, or which, without Kettleby Communications’ express prior approval, contains advertising or any solicitation with respect to products or services.
You will not attempt to gain access to secured portions of the Site to which you do not possess access rights.
You also agree not to post any material protected by copyright, trademark or other proprietary rights without the express permission of the owner of the copyright, trademark or other proprietary rights and the burden of determining that any material is not protected by copyright rests with you.
8. Submission of Your Ideas and Suggestions
Any communication between you and Kettleby Communications, such as email or other correspondence, in which you provide ideas, suggestions, know-how, concepts, techniques, comments, criticism, reports or other feedback (“Feedback”) will be deemed to be non-confidential and non-proprietary and you agree that such Feedback may be used by Kettleby Communications without any limitation whatsoever. You grant to Kettleby Communications and its affiliates a world-wide, non-exclusive, fully paid-up, royalty-free, unrestricted, perpetual, irrevocable, fully transferable, assignable and fully sub-licensable (through multiple tiers) right and licence to use any such Feedback in any manner or media, globally, forever, and without any obligation to you. This includes the right to use any Feedback you submit in any manner that Kettleby Communications chooses, without any obligation to you. Notwithstanding the foregoing, we are not obligated by these Terms to proceed with or conclude any agreement or transaction with you concerning any such feedback.
If you do not wish to grant these rights, do not share, submit or post any Feedback on or through the Site.
We reserve the right to modify, suspend, or discontinue the Site and/or access to any Site Content, or any part thereof, at any time and without notice to you, and we will not be liable to you should we exercise such rights, even if your use of Site Content is impacted by the change.
10. Right to Monitor / Editorial Control
We cannot be responsible for maintaining Your Content, and we may remove Your Content from the Site at any time, for any reason or no reason, and without notice to you. We reserve the right, but do not have an obligation, to monitor and/or review all materials posted to or through the Site and/or Site Content by our users, and we are not responsible for any such materials. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in our sole discretion are objectionable or in violation of these Terms or applicable laws.
With the exception of the limited licence granted in there Terms, we do not obtain or control any rights in, and do not exert editorial control over Site Content posted, uploaded or submitted by users of the Site. We do not independently verify the representations and warranties made by the users of the Site. We are not responsible for the content that you or any user posts on any forum on the Site and your reliance on any such content is solely at your own risk.
11. NO WARRANTY
THE SITE AND SITE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT CONDITIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY CONDITION OR WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY CONDITIONS OR WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY OR USEFULNESS OF SITE CONTENT AND ANY IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, ALL OF WHICH ARE EXCLUDED HEREBY TO THE EXTENT THAT THEY MAY BE EXCLUDED AS A MATTER OF LAW. WE DO NOT WARRANT THAT THE SITE OR SITE CONTENT WILL BE TIMELY, SECURE, UNINTERRUPTED, OR OPERATED FREE OF DELAYS IN TRANSMISSION, FAILURE IN PERFORMANCE, COMPUTER VIRUSES, INACCURACIES, ERRORS OR DEFECTS. YOU USE THE SITE AT YOUR OWN RISK. WE ALSO ASSUME NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO YOU, OR FOR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, BROWSING IN, OR USE OF, THE SITE OR YOUR DOWNLOADING OF THE SITE CONTENT. YOU ARE SOLELY RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND VIRUS CHECKS (INCLUDING ANTI-VIRUS AND OTHER SECURITY CHECKS) TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR THE ACCURACY AND SECURITY OF DATA INPUT AND OUTPUT. WE MAKE NO WARRANTY THAT THE SITE WILL MEET USERS’ REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
ANY INFORMATION WE PROVIDE ON THE SITE IS OF A GENERAL NATURE ONLY, AND WE SPECIFICALLY DISCLAIM ANY LIABILITY CONCERNING ANY ACTION THAT ANY PERSON MAY TAKE BASED ON ANY INFORMATION OR GUIDANCE PROVIDED AT THE SITE. WE ARE NOT LIABLE FOR ANY ERRORS, OMISSIONS, OR INACCURATE SITE CONTENT.
YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE SITE IS TO DISCONTINUE ALL USE OF THE SITE.
12. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES, UNDER NO THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ARISING UNDER ANY OTHER LEGAL OR EQUITABLE THEORY OF LIABILITY WILL KETTLEBY COMMUNICATIONS OR ITS EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, CONSULTANTS, CONTRACTORS OR LICENSORS, BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT ARISE OUT OF OR IN CONNECTION WITH THE USE OF THE SITE OR WITH THE DELAY OR INABILITY TO USE THE SITE OR SITE CONTENT, OR FOR ANY INFORMATION, SOFTWARE APPLICATIONS, PRODUCTS OR SERVICES OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL WE BE LIABLE FOR, OR IN CONNECTION WITH, ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE SITE (INCLUDING, WITHOUT LIMITATION, ANY OF YOUR CONTENT).
You agree to indemnify, defend and hold harmless Kettleby Communications and its respective affiliates, subsidiaries and parent companies and their respective owners, officers, directors, shareholders, employees, agents, licensors, and suppliers from and against any and all liabilities, losses, expenses, damages and costs, including reasonable legal fees, resulting from any violation of these Terms or any activity related to your use of the Site.
You will cooperate as fully as reasonably required in the defence of any such claim or action; however, we reserve the right, at our own expense, to assume the exclusive defence and control of any matter subject to indemnification by you.
14. Governing Law and Jurisdiction
The Site is controlled by Kettleby Communications from its office within the Province of Manitoba, Canada. This Site can be accessed from all provinces and territories of Canada, as well as from other countries around the world. As each of these places have laws that may differ from those of the Province of Manitoba, Canada, by accessing the Site, you agree that all matters relating to these Terms and access to, and/or use of, the Site, or any other hyperlinked website, including all disputes between you and Kettleby Communications, shall be governed exclusively by the laws of the Province of Manitoba and the laws of Canada applicable to the Province of Manitoba, without regard to conflict of laws principles. You irrevocably agree and hereby submit to the exclusive personal jurisdiction of, and venue in, the courts of the Province of Manitoba and acknowledge that you do so voluntarily. You are responsible for complying with your own local laws.
15. Privacy and Disclosure
16. Entire Agreement
If any part of these Terms is determined to be invalid or unenforceable under applicable law, including, without limitation, the warranty disclaimers and liability limitations stated herein, then the invalid or unenforceable provision(s) will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms shall continue in full effect.
Any rights not expressly granted in these Terms are reserved to us.