Last updated: March 28, 2023
These Terms and Conditions of Service (these “Terms”) govern the relationship between you and 9391-0248 Quebec Inc. d/b/a Squido Studio (“Squido”, “we”, “our” or “us”), and serve as a legally binding agreement, between you and us and set forth the terms and conditions on which you may access and use (a) the website operated at www.nomorerainbows.com and other locations from time to time (the “Website”), (b) the video game titled No More Rainbows and any other applications, programs or other software related thereto (the “Game”), and (c) our related content, products and services (collectively with the Website and the Game, the “Service”).
THESE TERMS CONTAIN LEGAL OBLIGATIONS AND FORM A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US. PLEASE TAKE THE TIME TO READ THEM CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING, BUT NOT LIMITED TO, VARIOUS LIMITATIONS AND EXCLUSIONS ON DAMAGES YOU MAY CLAIM AGAINST US AND INDEMNIFICATION OBLIGATIONS YOU OWE TO US. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS THE SERVICES.
THE SERVICE IS NOT AVAILABLE TO PERSONS UNDER THE AGE OF 14, AND SPECIAL CONDITIONS APPLY TO MINORS. IF YOU ARE AT LEAST AGE 14 BUT BELOW THE AGE OF MAJORITY IN YOUR STATE OR PROVINCE OF RESIDENCE, YOU MAY ONLY USE THE SERVICE UNDER THE SUPERVISION OF A PARENT OR LEGAL GUARDIAN WHO AGREES TO BE BOUND BY THESE TERMS.
Changes to the Terms
We may amend these Terms from time to time in our sole and absolute discretion. We will notify all users of any material changes to these Terms, such as through a notice on our Service, including where there are substantial amendments that affect your rights and obligations. However, it is your responsibility to review them. You should review these Terms regularly to check for such changes. We will also update the “Last Updated” date at the top of these Terms, which reflect the effective date of such Terms. Your continued access or use of the Service after such effective date constitutes your acceptance of, and agreement to be bound by, the new Terms. If you do not agree to the new Terms, you must stop accessing or using the Service immediately.
The Service is intended solely for users who are 14 years of age or older and any registration, use or access to the Service by anyone who does not meet these minimum age requirements is unauthorized, unlicensed, and in violation of these Terms. We may terminate your access to the Service and prohibit you from using or accessing the Service (or any portion, aspect or feature of the Service) for any reason or no reason, at any time in our sole discretion, with or without notice, including without limitation if we have any reason to believe that you do not meet these minimum age requirements.
By using the Service, you represent, acknowledge and agree that, if you are under 18 years of age but are at least 14 years old (a “Minor”), you are using the Service with the consent of your parent or legal guardian and that you have received your parent’s or legal guardian’s permission to use the Service and agree to these Terms. If you are a parent or legal guardian of a Minor, you hereby agree to bind your Minor to these Terms and to fully indemnify and hold harmless Squido if your Minor breaches any of these Terms. If you are not at least 14 years old, you may not access or use the Service at any time in any manner.
Your Account and Security
You are not required to create a user account or provide any personal information in order to visit the Website, but in order to use the Game and certain features of the Service, you must have a Steam account or a Meta account, as applicable (each a “User Account”). We do not administer User Accounts, rather they are administered by the operators of the Steam platform and MetaQuest platform (each a “Third Party Platform”), as applicable.
You hereby agree to: (a) provide true, accurate, current and complete information about yourself as requested by any registration forms on the Service or otherwise in connection with the creation of your User Account (“Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. By providing Registration Data to us through the Service or by using the Service, you will provide personal account information. You hereby agree to be fully responsible for: (w) all use of your User Account; (x) any action that takes place using your User Account by any person or automated process; (y) maintaining the confidentiality and security of your User Account and passwords; and (z) immediately notifying us upon any unauthorized use of your password or User Account, or if you know of any other breach of security in relation to the Website, the Game or any other aspect of the Service. You further agree to provide assistance to us, as requested, to stop or remedy any breach of security related to your User Account. We will not be responsible or liable for any loss or damage arising from any unauthorized use of or access to your User Account. You may, however, be liable for losses incurred by us or third parties arising from another person’s use of your User Account.
We have provided ways for you to contact us about various issues on the Website at www.nomorerainbows.com/press#Contact. You acknowledge and understand that these are the only authorized ways to contact us. Third parties may advertise or publish information about Squido or the Service or alternative ways to contact us, or use other measures to pose as Squido. We cannot verify the authenticity of any such advertisements, publications, alternative contacts or other information, and they pose a risk of fraud and other malfeasance. We strongly recommend a degree of caution when reviewing such advertisements, publications or other information and that you do not attempt to contact us using these methods. You agree that we cannot be held liable for unauthorized access to your User Account or other loss resulting from such fraud or malfeasance by third parties.
Health and Safety Risks
IF YOU HAVE A PRIOR HISTORY OF EXPERIENCING ANY ADVERSE HEALTH EFFECTS AS A RESULT OF USING VIRTUAL REALITY OR AUGMENTED REALITY HEADSETS OR SIMILAR TECHNOLOGY, INCLUDING, BUT NOT LIMITED TO, MOTION SICKNESS, NAUSEA, EYE-STRAIN, ANXIETY, DISORIENTATION, VERTIGO OR EPILEPSY, FOR YOUR OWN SAFETY, DO NOT USE OUR SERVICE.
You acknowledge and agree that: (i) all use of the Service provided by us is at your own risk; and (ii) any use of virtual or augmented reality technology, including the Service, may cause or affect certain health conditions and pre-existing conditions respectively, including, but not limited to, motion sickness, nausea, eye-strain, anxiety, vertigo and epilepsy.
Due to the nature of the Service, when you are using the Service you may not be as aware of your surroundings as you normally would when not using virtual reality, augmented reality or similar technology. As such, you further agree that:
- you will only use the Service once you have established that it is safe to do so by examining your surroundings for potential hazards and mitigating those hazards, including, without limitation, stairs, balconies, open doors, windows, open flames, ramps or uneven surfaces, liquids or slippery surfaces, or other object which you could trip or fall over;
- you will never use the Service when tired, under the influence of drugs or alcohol, hungover, under stress or anxiety, suffering from an illness or otherwise experiencing headaches, migraines or earaches, or under the influence of medication (including prescription medication) that may impact your motor function or balance; and
- if at any time while using the Service you become tired, nauseous, dizzy, disoriented, or begin experiencing any adverse health symptoms, including, but not limited to, anxiety, eye-strain, vertigo or epilepsy, you will immediately cease using the Service.
Fees and Refunds
- Payment Information: You must pay a fee to use the Service. You may also be required to pay a fee to access certain features of the Service or to gain access to certain virtual items. All purchases are processed and made through the Third Party Platform through which you are accessing the Service. You agree to provide accurate, complete and current payment information to such Third Party Platform. You further agree to pay all fees, charges and taxes incurred by your User Account. We reserve the right to change the pricing of the Service and any paid virtual items from time to time as we may determine in our sole discretion. Any change will not affect virtual items you have already purchased at the time the change comes into effect. All sales are final and we will not provide a refund unless otherwise required by applicable law. Your purchase will be subject to the applicable payment policy of the Third Party Platform.
- Modifications to Service and Pricing:
- We reserve the right at any time and from time to time to change, modify, add, remove, suspend, cancel, or discontinue any aspect of the Service in our sole discretion.
- In addition, we may modify the pricing of the Service, or any aspect thereof, from time to time.
- REFUNDS: SUBJECT TO SECTION 11) OF THESE TERMS, UNLESS PROHIBITED BY APPLICABLE LAW, ALL PURCHASES, INCLUDING RECURRING CHARGES, ARE FINAL AND NON-REFUNDABLE.
- Taxes: Except as may be collected by us from you as required by applicable law and as indicated on an order confirmation page, you are solely responsible for determining whether any taxes, including sales, value added, or other taxes, levies, or duties, apply to your transactions on the Service and, at all times, you are solely responsible for the payment of any such applicable taxes.
Intellectual Property Rights; Limited Licence
- Intellectual Property Rights: As between you and us, we own any and all rights, title, and interest in and to the Service and any and all data and content made available in and through the Service, including all software, computer code, tools, patches, updates, images, text, graphics, illustrations, logos, photographs, images, pictures, audio, sound effects, sound recordings, videos, features, functionality, design, presentation and “look and feel” of the Website, Game and any other aspect of the Service, and all intellectual property rights related to the foregoing and the Service or any part thereof (collectively, “Our Content”). Put simply, the Service and Our Content (including all components thereof) are the property of their respective owners and are protected by copyright, trademark, patent, or other proprietary rights.
- Trademarks: The names and logos of Squido and the Game and all related names, logos, product and service names, designs, images and slogans (collectively, “Our Marks”) are trademarks of Squido, or our licensors or suppliers. You must not use Our Marks without our prior written permission. Other names, logos, product and service names, designs, images and slogans mentioned or which appear on the Service are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action. Except as expressly indicated on the Service, no endorsement, sponsorship, affiliation or other authorization is implied by any use of third party trademarks.
- Limited Licence to Use the Service: You acknowledge and agree that you have no ownership rights in the Service or Our Content, and you only have a non-exclusive, personal, non-transferable, non-sublicensable, revocable, limited licence to access and use the Service and to access Our Content solely for your personal, non-commercial use. We reserve all rights not expressly granted herein in the Service (including Our Content).
- Limited License to Broadcast Gameplay: Notwithstanding the paragraph directly above, we hereby further grant each valid user of the Game (a “Broadcasting User”) a non-exclusive, personal, non-transferable, non-sublicensable, revocable, limited license to broadcast such Broadcasting User’s unique gameplay within the Game (“Broadcasted Content”), solely through a third-party media platform that, at the time of broadcast, is approved by Squido. Any user may revoke such user’s permission to be included in Broadcasted Content by providing written notice to the Broadcasting User (“Opt-Out Notice”). Squido may, but has no obligation to, provide an Opt-Out Notice on behalf of any user if requested to do so. Upon receipt of an Opt-Out Notice, the Broadcasting User must, as soon as practicable, remove the Broadcasted Content or modify the Broadcasted Content to remove or exclude the objecting user. Squido has no responsibility or liability for ensuring compliance with the foregoing. In addition, the foregoing license to broadcast in subject to following conditions:
- the Broadcasting User may only broadcast their own gameplay;
- Squido may revoke a Broadcasting User’s license to broadcast, in its sole and absolute discretion, for any or no reason and without notice.
- Restrictions: You acknowledge that your use of Our Content for any purpose not expressly permitted by these Terms is strictly prohibited. Our Content may not be, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purpose whatsoever without our or, where applicable, our licensors’ prior written consent. You cannot create any work of authorship or proprietary right based on the Service (including Our Content). You will only use the Service as may be expressly provided in this Agreement or to the extent permitted by law or (if applicable) relevant open source licences. We and our licensors reserve all rights not expressly granted in and to their content.
- Links: Where our Service may contain links to other sites, applications and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites, applications or resources. Such links should not be interpreted as approval or endorsement by us of those linked websites, applications or resources, or information you may obtain from them, and we are not responsible for any consequences that may arise from your access or use of such sites, applications or resources. For clarity, if you choose to access any such sites, applications or resources, you do so at your own risk.
- The Service may contain interactive functionality such as promotions, games, contests, voice chat functionality, player-to-player interaction in virtual reality, message boards, profiles, forums, bulletin boards and other such functions (collectively, "Interactive Functions") allowing content, material, or information you submit, post, publish, display, or transmit (collectively, "submit") to the Service, to be viewed or used by us, other users or other persons via the Service (collectively, "User Submissions") on or through the Service.
- None of the User Submissions you submit to the Service will be confidential. By providing any User Submission to the Service, you grant us and our affiliates and service providers, and each of their and our respective licensees (including broadcasters), successors, and assigns the right to a world-wide, royalty free, perpetual, irrevocable, transferrable, sublicensable (including via multiple tiers of sublicensing), non-exclusive licence to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose and to incorporate such material into any form, medium, technology, or other derivative work throughout the world without compensation to you. By submitting User Submissions, you further waive any moral rights or other rights of authorship in and to any such User Submissions in favour of the Company.
- By submitting the User Submissions, you are deemed to have warranted, and you agree, that you own or have the necessary rights to submit the User Submissions and have the right to grant the licence to the User Submissions described above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns. You represent and warrant that all User Submissions comply with applicable laws and regulations and these Terms.
- You understand and agree that you are fully responsible for any User Submissions you submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content, its accuracy, and your rights to use it. We are not responsible or legally liable to any third party for the content, accuracy, or infringing nature of any User Submissions submitted by you, and you agree to indemnify and defend us against any claims, lawsuits, or disputes brought by third parties based on the content of your User Submissions.
- We may, in our sole discretion, ask users to participate in playtests to assist us in testing, evaluating and improving the Game and other aspects of the Service (each, a “Playtest Program”). As consideration for your participation in a Playtest Program and, subject to you compliance with the obligations set out below, we will provide you with reward in connection with the Game.
- As a participant in a Playtest Program, Squido may disclose to you or otherwise make available to you or provide you with access to information and materials that Squido treats as confidential or proprietary, including any non-public information related Squido, the Game and other aspects of the Service (such as pre-release materials) (collectively, “Confidential Information”). By participating in a Playtest Program you agree not to disclose, share, use, copy, reproduce, distribute, stream, broadcast, transmit, plublish, publicly display, post or otherwise make available to any third party, directly or indirectly, any (i) Confidential Information, (ii) Feedback (defined below) you provide to Squido in connection with the Playtest Program, or (iii) information or materials that you otherwise learn or are exposed to in connection your participation in the Playtest Program.
- So long as you are actively participating in a Playtest Program, we grant you a non-exclusive, personal, non-transferable, non-sublicensable, revocable, limited license to use the Game, and any other documents, information, material or communications related thereto, solely for the purpose of participating in the Playtest Program and providing Feedback about your experience with the Game.
- We may remove, disable or suspend your participation in the Playtest Program at any time, in our sole and absolute discretion, for any reason or no reason. We reserve the right to withdraw or modify the Playtest Program at any time, in our sole discretion and without notice. We will not be liable to you if the Playtest Program is unavailable for any reason, in whole or in part, at any time or for any period of time.
While we are continually working to develop, evaluate, and improve our own product ideas and features, we also pay attention to the interests, feedback, comments, and suggestions we receive from our users. If you choose to contribute by sending us any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual or other types of content), promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials, including as a participant in a Playtest Program, (collectively, “Feedback”), then regardless of what your accompanying communication may say, in order to avoid any misunderstandings, the following terms will apply to the Feedback. Accordingly, by sending Feedback to us, you agree that:
- Squido has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason;
- Feedback is provided on a non-confidential basis and non-proprietary, and we are not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and
- you irrevocably grant us an irrevocable, non-exclusive, worldwide, perpetual, fully paid-up, royalty-free, sub-licensable (including via multiple tiers of sublicensing), transferable and unlimited licence to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified without any further compensation to you;
- you have been deemed to have warranted to us that you have or own all the necessary legal rights to upload, post, or submit such Feedback and grant us (and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns) the licence to the Feedback, and that the Feedback does not and will not violate any law or the intellectual property, privacy, publicity, or other rights of any person;
- you understand and agree that you are fully responsible for any Feedback you submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content, its accuracy, and your rights to use it; and
- you waive any moral rights or other rights of authorship in and to any Feedback in favour of Squido, including any rights you may have in the altered or changed Feedback even if it is no longer agreeable to you.
To use the Service, you may need certain hardware, software, capabilities and other resources (including a suitable connection to the Internet). You are solely responsible for procuring and maintaining such resources at your own cost.
Updates, Interruption, and Termination
- Updates: From time to time, we have the right (but not obligation) to provide updates (patches, new features, etc.) to the Service for free or for a fee. You understand that your access to certain features of the Service might be affected by such updates. We may require you to download and install the updates or the updated version of the Game to continue to use the Service. You also agree that we may use background patching to automatically update our Service and software with or without notice to you. You also understand that such updates may affect the necessary system specification required to use the Service. In such case, you are responsible for any necessary equipment to continue to access the Service.
- Interruption: You acknowledge that the Service or any part thereof may be interrupted for maintenance or reasons beyond our control, and we cannot guarantee that the Service will be uninterrupted. We will not be liable for any interruption of the Service, delay, or failure to perform resulting from any causes whatsoever. Additionally, the Service may be unavailable depending on geographic location. To the maximum extent permitted by applicable law, we reserve the right to discontinue the Service at any time in our sole discretion, for any reason, or for no reason, with or without notice.
- Suspension or Termination: To the extent permitted by applicable law, we reserve the right to suspend or terminate your access to the Service at any time for any reason, including if you have failed to comply with any of the provisions of these Terms, or if activities occur on your User Account which would or might (i) cause damage to or impair the Service or infringe or violate any third party rights (including intellectual property rights), or (ii) violate any applicable laws or regulations. Termination or suspension of your access to the Service also entails the termination or suspension of your licence to access or use the Service, or any part thereof. If we suspend or terminate your access to the Service, we will notify you by email.
Code of Conduct
Your access to and use of the Service is subject to these Terms and all applicable laws and regulations. You may not:
- access or use the Service if you are not fully able and legally competent to agree to these Terms;
- violate, or promote, the violation of, any applicable federal, provincial, local, foreign, or international law or regulation, including any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property or legal rights (including the rights of publicity and privacy of others);
- except as expressly permitted by these Terms or applicable law, directly or indirectly make unauthorized copies, modify, adapt, translate, reverse engineer, disassemble, decompile, publicly display republish, download, store, transmit or create any derivative works of the Service or any content included therein, including any software, or determine or attempt to determine any source code, algorithms, methods, or techniques embodied by the Service or any derivative works thereof;
- distribute, license, transfer, or sell, in whole or in part, any of the Service or any derivative works thereof;
- modify copies of any materials from the Service nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Service;
- market, rent, or lease the Service for a fee or charge, or use the Service to advertise or perform any commercial solicitation;
- use the Service or any part thereof, without our express written consent, for any commercial, political, or unauthorized purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming;
- interfere with, or attempt to interfere with, the proper working of the Service, disrupt our Website or any networks connected to the Service, or bypass any measures we may use to prevent or restrict access to the Service;
- incorporate the Service or any portion thereof into any other program or product;
- use automated scripts, software, code, or systems to collect information from or otherwise interact with the Service;
- impersonate any person or entity, or falsely state or otherwise misrepresent you or your affiliation with any person or entity, including giving the impression that any content you upload, post, transmit, distribute, or otherwise make available emanates from the Service;
- encourage any conduct that restricts or inhibits anyone’s use of the Service, or which, as determined by us, may harm us or users of the Service or expose us or them to liability;
- involve, provide, or contribute any false, inaccurate, or misleading information;
- impersonate or attempt to impersonate us, one of our employees, another user, or any other person or entity (including by using email addresses or user names associated with any of the foregoing);
- intimidate or harass another user;
- promote sexually explicit material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
- use or attempt to use another user’s account, service, or system without authorization from Squido;
- use or exploit any bots, hacks, bugs, errors, or design flaws to obtain unauthorized access to the Service;
- use the Service in a manner that may create a conflict of interest or undermine the purposes of the Service;
- use the Service to upload, transmit, distribute, store, or otherwise make available in any way:
- files that contain viruses, trojans, worms, logic bombs, or other material that is malicious or technologically harmful; any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other prohibited form of solicitation; any private information of any third party, including addresses, phone numbers, email addresses, number and feature in the personal identity document (e.g., social security numbers, passport numbers, etc.), or credit card numbers; any material which does or may infringe any copyright, trademark, or other intellectual property or privacy rights of any other person; any material which is defamatory of any person, obscene, violent, offensive, sexually explicit, pornographic, hateful, or inflammatory; any material that would constitute, encourage, or provide instructions for a criminal offence, dangerous activities, or self-harm; any material that is deliberately designed to provoke or antagonize people, especially trolling and bullying, or is intended to harass, harm, intimidate, hurt, scare, distress, embarrass, or upset people; any material that contains a threat of any kind, including threats of physical violence; any material that is racist or discriminatory, including discrimination on the basis of someone’s race, religion, age, gender, disability, or sexuality;
- material that restricts or inhibits any other person from using the Service, or which may expose us, the Service, or its users to any harm or liability of any type.
We reserve the right, at any time and without prior notice, to remove or disable your access to the Service, including Our Content, at our discretion for any reason or no reason. Some of the reasons for which we may remove or disable your access to the Service may include finding that you have violated these Terms, or that your actions are harmful to the Service or our users.
We administer and operate the Service from Canada. Although the Service is accessible in many territories throughout the world, not all features, products or services discussed, referenced, provided or offered are available to all persons or in all geographic locations, or appropriate or available for use outside Canada. We reserve the right to limit, in our sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made is void where prohibited. If you choose to access the Service from outside Canada, you do so on your own initiative and you are solely responsible for complying with applicable local laws.
WAIVER AND ASSUMPTION OF RISK
CERTAIN JURISDICTIONS DO NOT THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW EXCLUSIONS OR LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. NOTHING IN THESE TERMS IS INTENDED TO EXCLUDE OR LIMIT ANY LIABILITY THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. HOWEVER, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, YOU AGREE THAT THESE PROVISIONS ARE INTENDED TO APPLY TO YOU.
BY ACCEPTING THESE TERMS YOU FREELY ACCEPT AND VOLUNTARILY AGREE TO ASSUME ALL RISKS OF PERSONAL INJURY, DEATH AND PROPERTY DAMAGE OR LOSS CONNECTED WITH YOUR USE OF THE SERVICE HOWSOEVER ARISING, INCLUDING: (A) CONDITIONS ON OR ABOUT THE LANDS AND PREMISES UPON WHICH, AND THE OPERATION OR SPECIFICATIONS OF THE EQUIPMENT THROUGH WHICH, YOU USE THE SERVICE; (B) ACTIONS, OMISSIONS OR NEGLIGENCE (INCLUDING FAILURE TO USE REASONABLY PRUDENT AND CAREFUL CARE, AND FAILURE TO PROTECT YOU FROM RISKS, DANGERS AND HAZARDS INHERENT IN THE USE OF THE SERVICE) OF SQUIDO AND OUR SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, CONTRACTORS, EMPLOYEES, AGENTS, LICENSORS, LICENSEES, SUPPLIERS, INSURERS AND OTHER REPRESENTATIVES (“SQUIDO PERSONNEL”), THE OWNERS AND LESSORS OF THE LANDS OR PREMISES WHERE THE SERVICE IS BEING USED, ALL OF THEIR RESPECTIVE AFFILIATES, SUCCESSORS AND ASSIGNS (TOGETHER WITH SQUIDO PERSONNEL, THE “RELEASEES”); AND (C) ANY BREACH OF CONTRACT, BREACH OF STATUTORY DUTY OR OTHER BREACH OF DUTY OF CARE, INCLUDING ANY DUTY OF CARE IMPOSED BY LAW OR EQUITY, ON THE PART OF ALL OR ANY OF THE RELEASEES.
YOU HEREBY WAIVE, RELEASE AND FOREVER DISCHARGE THE RELEASEES FROM AND AGAINST ANY AND ALL MANNER OF LIABILITIES, CLAIMS, DEMANDS, SUITS, DAMAGES (INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE AND EXEMPLARY DAMAGES), LOSSES, INTEREST, COSTS, EXPENSES, DEBTS, ACTIONS AND CAUSES OF ACTION OF ANY KIND, CHARACTER OR NATURE WHATSOEVER, KNOWN OR UNKNOWN, FIXED OR CONTINGENT, INCLUDING THOSE OF LOSS, DAMAGE, INJURY OR DEATH HOWSOEVER ARISING, INCLUDING AS DESCRIBED IN THE PARAGRAPH DIRECTLY ABOVE (“CLAIMS”) THAT YOU HAVE, MAY HAVE, OR HAVE EVER HAD RESULTING FROM OR CONNECTED IN ANY WAY WITH YOUR USE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANYTHING ARISING AFTER THE DATE OF YOUR AGREEMENT TO THESE TERMS.
To the fullest extent permitted by applicable law, you agree to, at your sole cost, defend, indemnify, and hold harmless Squido, our parents, subsidiaries, and affiliates, and each of their respective officers, directors, employees, agents, suppliers, and advisors, from and against any and all claims, liabilities, costs, fines, penalties, and expenses, including legal fees and expenses, arising out of or in any way connected with: (i) a breach by you, or any user of your User Account, of any applicable obligation, representation, or warranty under these Terms; (ii) the content of or any inaccuracy in your Feedback; (iii) any allegation that our use or publication of your User Submissions or Feedback infringes any third party intellectual property rights; (iv) your access to or use of, or activities in connection with, the Service; (v) your violation of any applicable laws, rules, regulations, or contracts (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by us in the defense of any Claims and Losses. Notwithstanding the foregoing, we retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. We reserve the right to assume the exclusive defense and control of any Claims and Losses at our own cost. You will not settle any Claims and Losses without, in each instance, our prior written consent or the consent of an individual whom we authorize, in writing, to approve such settlement.
DISCLAIMER OF WARRANTIES
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW DISCLAIMERS, EXCLUSIONS OR LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. NOTHING IN THESE TERMS IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. HOWEVER, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, YOU AGREE THAT THESE PROVISIONS ARE INTENDED TO APPLY TO YOU.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR YOUR USE, AND WE MAKE NO WARRANTY OR REPRESENTATION TO YOU WITH RESPECT TO THE SERVICE. IN PARTICULAR WE DO NOT REPRESENT OR WARRANT TO YOU THAT:
- YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS;
- YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR;
- ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICE WILL BE ACCURATE, COMPLETE OR RELIABLE; OR
- DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICE WILL BE CORRECTED.
EXCEPT TO THE EXTENT THAT THEY ARE EXPRESSLY SET OUT IN THE TERMS WE EXPRESSLY DISCLAIM AND EXCLUDE ALL CONDITIONS, WARRANTIES, OR OTHER TERMS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED TERMS AS TO SATISFACTORY QUALITY, MERCHANTIBILITY, FITNESS FOR PURPOSE, CONFORMANCE WITH DESCRIPTION, OR NON-INFRINGEMENT).
WE MAY CHANGE, SUSPEND, WITHDRAW, OR RESTRICT THE AVAILABILITY OF ALL OR ANY PART OF THE SERVICE FOR BUSINESS AND OPERATIONAL REASONS AT ANY TIME WITHOUT NOTICE.
YOUR USE OF THE SERVICE MAY DEPEND ON THE INTERNET, INCLUDING NETWORKS, CABLING, FACILITIES, AND EQUIPMENT THAT IS NOT IN OUR CONTROL. ACCORDINGLY: (I) WE CANNOT GUARANTEE ANY MINIMUM LEVEL REGARDING SUCH PERFORMANCE, SPEED, RELIABILITY, AVAILABILITY, USE, OR CONSISTENCY; AND (II) YOU ACKNOWLEDGE AND AGREE THAT DATA, MESSAGES, INFORMATION, OR MATERIALS SENT OVER THE INTERNET MAY NOT BE COMPLETELY PRIVATE, AND YOUR ANONYMITY IS NOT GUARANTEED.
WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT SERVICE WILL BE SECURE OF FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE SERVICE, AND YOUR INFORMATION TECHNOLOGY, COMPUTER EQUIPMENT AND PROGRAMS, INTERNET, AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY USER ERROR INCLUDING YOUR FAILURE TO REMEMBER OR LOSS OF PASSWORDS OR SIMILAR AUTHENTICATORS, FAILURES OF THE PUBLIC INTERNET, DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICE, OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SERVICES LINKED TO IT.
LIMITATION OF LIABILITY
NOTHING IN THESE TERMS WILL EXCLUDE OR LIMIT OUR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. THIS INCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS, OR SUBCONTRACTORS AND FOR FRAUD OR FRAUDULENT MISREPRESENTATION.
SUBJECT TO THE PARAGRAPH DIRECTLY ABOVE, WE, OUR AFFILIATES, AND OUR AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO YOU OR ANY OTHER PERSON FOR: (I) ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY); (II) ANY LOSS OF GOODWILL OR BUSINESS REPUTATION; (III) ANY LOSS OF OPPORTUNITY OR BUSINESS; (IV) ANY LOSS OF DATA SUFFERED BY YOU; (V) ANY INTERRUPTION OF BUSINESS; OR (VI) ANY INDIRECT OR CONSEQUENTIAL LOSSES WHICH MAY BE INCURRED BY YOU. ANY OTHER LOSS WILL BE LIMITED TO THE LESSER OF: (A) THE AMOUNT PAID BY YOU TO US WITHIN THE SIX-MONTH PERIOD IMMEDIATELY PRECEEDING THE DATE THE CLAIM AROSE; AND (B) CAD$100.00.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE WILL ALSO NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF:
- ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY, OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICE;
- ANY CHANGES WHICH WE MAY MAKE TO THE SERVICE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICE OR ANY PART THEREOF (OR ANY FEATURES WITHIN THE SERVICES);
- THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE ANY CONTENT OR OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICE;
- YOUR FAILURE TO PROVIDE US WITH ACCURATE ACCOUNT INFORMATION; OR
- YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.
THESE LIMITATIONS ON OUR LIABILITY TO YOU WILL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
YOU ARE RESPONSIBLE FOR ANY INTERNET OR MOBILE CHARGES THAT MAY APPLY TO YOUR USE OF OUR SERVICE, INCLUDING TEXT-MESSAGING AND DATA CHARGES. IF YOU’RE UNSURE WHAT THOSE CHARGES MAY BE, YOU SHOULD ASK YOUR SERVICE PROVIDER BEFORE USING THE SERVICE.
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY ARISING OUT OF YOUR USE OF THE SERVICE, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, ANY CARRIER, COPYRIGHT OWNER, OR OTHER USER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE US AND OUR AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
If you believe that anything on the Service infringes upon any copyright which you own or control, you may file a notification of such infringement to the following contact information: email@example.com.
The notification must be a written communication that includes the following:
- a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- if the complaint is about copyright or other intellectual property rights, identification of the copyrighted work or other intellectual property right claimed to have been infringed, or, if multiple infringements are covered by a single notification, a representative list of such infringements;
- if the complaint is about objectionable content, the reasons for the objection;
- identification of the material that you are objecting to and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
- information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an email address at which the complaining party may be contacted;
- a statement that the information in the notification is accurate; and
- if the complaint is about copyright or other intellectual property rights, a statement under penalty of perjury, that (i) the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed, and (ii) the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the owner thereof, its agent or the law.
- Governing Law, Class Action Waiver, and Choice of Forum
- The Service and these Terms will be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provisions or rules.
- Any action or proceeding arising out of or relating to the Service and under these Terms will be instituted in the courts of Quebec sitting in the City of Montreal, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding, and you waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.
- To the maximum extent permitted by the consumer protection or other applicable laws in your jurisdiction of residence, any disputes must be conducted on an individual basis only, and neither you nor the Company shall be entitled to join or consolidate disputes by or against other individuals or entities, or to arbitrate any dispute in a representative capacity, including, without limitation, as a representative member of a class or in a private attorney general capacity, in connection with any dispute under these Terms or in connection with the Service. This paragraph does not apply to the extent the laws of your jurisdiction would not permit it (for example, in Ontario to the extent relating to matters governed by the Consumer Protection Act, 2002 (Ontario). This Section 20) will be interpreted as broadly as the applicable consumer protection law of your jurisdiction permits.
- Interpretation. In these Terms: (i) the captions and headings are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the contents of these Terms; (ii) the word “including”, the word “includes”, the phrase “such as”, and similar words and phrases, when following a general statement or term (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto), are not to be construed as limiting, and the word “or” between two or more listed matters does not imply an exclusive relationship between the matters being connected; and (iii) all references to Service shall also include any successor or replacement applications, websites, content, products or services containing substantially similar information as the referenced Service(s).
- Assignment. We may at any time assign our rights and obligations under these Terms, in whole or in part, without notice to you. You may not assign these Terms without our prior written consent. These Terms will inure to the benefit of and bind you and us and our respective personal and legal representatives, successors and permitted assigns.
- Force Majeure. We will not be liable for delays, failure in performance or interruption of the Service that result directly or indirectly from any cause or condition beyond our reasonable control, including, but not limited to, significant market volatility, any delay or failure due to any act of God, act of civil or military authorities, act of terrorism, civil disturbance, war, strike or other labor dispute, fire, earthquake, flood, natural disaster, epidemic, pandemic, outbreak of illness or disease, declaration of public health emergency, interruption in telecommunications or internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
- No Waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
- Survival. All provisions that, by their meaning or nature, are intended to survive termination or expiry of these Terms shall survive termination or expiration of these Terms.
- Severability. If any court of law, having jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, in whole or in part, then that provision or part thereof will be removed from the Terms without affecting the rest of the Terms, and the remaining provisions or parts of such provision of these Terms will continue to be valid and enforceable.
- Open Source. The Service may contain certain open source software. Each item of open source software is subject to its own applicable licence terms.
- Language. By agreeing to these Terms, you acknowledge that you have expressly selected the English version of same and agreed to transact with Squido in English. En acceptant les présentes Conditions, vous reconnaissez avoir expressément sélectionné la version anglaise desdites Conditions et convenu de faire affaires avec Crossplay en anglais.
- Translations. In the event of any conflict or inconsistency between the English version of these Terms and any translation thereof in any other language, the English version will prevail, except in Quebec, in which the French version will prevail. Veuillez visiter www.nomorerainbows.com/terms pour obtenir une traduction française officielle de ces Conditions.
- Questions and Concerns. If you have any questions or concerns about these Terms, please contact us at firstname.lastname@example.org