ideaBOOST - Terms of Use

ideaBOOST - Terms of Use

Welcome to the website ("Site") for the Canadian Film Centre's ideaBOOST program ("Program").

The following terms and conditions ("Terms of Use") govern the relationship between you and the Canadian Film Centre ("We", "Our" or "Us"). By using this Site, you are agreeing to comply with and be legally bound by the terms and conditions set out in these Terms of Use and our privacy policy located at www.ideaboost.ca/privacy ("Privacy Policy"). If these Terms of Use are not acceptable to you, please do not use this Site. We may update these Terms of Use from time to time and you are responsible for periodically reviewing the most current version. Your continued use of this Site will be deemed your conclusive acceptance of the updated Terms of Use.

The Program

The Program is a creative business development lab for digital content developer teams that are in the early stages of developing a project for the creation and exploitation of digital content ("Project").

Application for the Program

The Program's online application process will run from August 1, 2013 to October 11, 2013 ("Application Period"), through this Site. Application to the Program must be made by teams of two or more individuals or by a corporation that have an early stage Project ("Teams"). Both Canadian and non-Canadian teams are eligible to apply for the Program, provided that Non-Canadian companies must co-produce with a Canadian company and non-Canadian Teams made up of individuals must include at least one Canadian resident. The Canadian Team member must be the individual or corporate applicant that applies for the Program on behalf of the Team.

As part of the application process, Teams will be required to submit content containing information about and describing their Project, including, but not limited to, information regarding the Team's Project idea and business model, videos, photographs, images, artwork, graphics, audio clips, comments, data, text, software, scripts and other material and information, and associated trademarks and copyrightable works (collectively, "Submitted Content").

The Submitted Content will be posted on the Site and made available to the worlwide web audience.

During the Application Period, users of the Site ("Boosters") will be invited to support one or more of the Projects.

There are three different ways Boosters may support a Project. A Booster may: i) "like" it; ii) "tweet" about it; or iii) "Boost" it. If a Booster "Boost's" a Project and that Project is selected for the Program, then that Booster may be asked by the successful Team to participate further in the development and testing of the Project. The amount of support garnered by each Project from Boosters will be one of the factors taken into account in the selection of which Teams/Projects are selected for the Program.

Selection of Teams/Projects for the Program

The number of Teams selected to participate in the Program shall be at Our sole discretion. An adjudicating committee made up of a minimum of three and a maximum of five members selected by Us and Our Program partners at Our sole discretion, will review and assess the applications and accompanying Submitted Content and select the successful Teams/Projects. Furthermore, there may be an additional two or three "wildcard" jury members selected by Us and the Program partners who may choose any number of Program applications to be shortlisted, without the help of the Boosters.

Teams that are selected for the Program will participate in an intensive four month boot camp to further develop their Projects and to create and test prototypes.

Specific Terms of Use for Teams

Teams that submit an application for the Program through this Site are certifying that each member of the Team is at least 18 years of age.

As a prior condition to applying for the Program, each Team will be required to register, set up an account ("Project Account"), select a project name ("Project ID") and password ("Project Password") and provide Us with a working email address.

Teams may submit more than one application for the Program, provided that each application is for a different Project and provided that the application process will have to be followed for each submission.

Teams must provide accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms of Use, which may result in the immediate termination of a Team's application for the Program and removal of the Team's Project Account and Submitted Content.

Teams may not use as a Project ID, any domain or Project name, or any name or term that (i) is the name of another person, with the intent to impersonate that person; (ii) is subject to any rights of another person or entity, without appropriate authorization; or (iii) is otherwise offensive, vulgar, or obscene.

Teams are solely responsible for the Submitted Content in its Project Account and for maintaining the confidentiality of the Team's Project Password. A Team shall not use the Project Account of another Team without the other Team's express permission. Teams shall immediately notify us in writing of any unauthorized use of a Team's Project Account, or other known account-related security breach.

We will not have any ownership rights to the Teams' Projects or the Submitted Content. However, by accessing or using the Site and Submitting Content, each Team hereby licenses to Us a non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, assignable, transferable right to: i) display, exhibit, use and distribute, transmit and copy all or any portion of the Submitted Content, as well as the names and personal and biographical materials of each Team member, in any and all media for the purposes of or in connection with the Program worldwide; ii) to take whatever other action is required to run the Program; and (iii) to allow users of the Site to stream, transmit, playback, display, feature, distribute, collect, and otherwise use the Submitted Content in connection with the Program. The foregoing license grant to Us does not affect a Team's ownership or rights in your Submitted Content, including the right to grant additional licenses.

Each Team understands and agrees that: (i) each Team is solely responsible for understanding all copyright, patent, trademark, trade secret and other intellectual property or other laws that may apply to its Project and the Submitted Content and each Team hereby represents and warrants that the Team members are the sole author and owner thereof and that the Team has complied with all copyright, intellectual property laws, and other Canadian and international law, and will not submit or upload any Submitted Content that violates intellectual property rights, infringes the privacy of others, or contains harmful or illegal material; (ii) Submitted Content will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless the Team has permission from the rightful owner of the material or is otherwise legally entitled to post the material and to grant Us all of the license rights granted herein; and (iii) each Team is solely responsible for, and neither we, nor the Program or the Program partners or sponsors shall have any liability in connection with, the legal consequences of any actions or failures to act on the part of the Team (or any Team member) with respect to the Submitted Content, including without limitation any legal consequences relating to your or any other person's intellectual property rights or proprietary information.

You represent and warrant on your own behalf and on behalf of all your Team members that:

  1. you and each member of your Team are at least 18 years of age;
  2. you are a Canadian resident;
  3. you are fully able and competent and have been granted the explicit written authority from each member of your Team to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this agreement on behalf of the Team and to bind each Team member accordingly;
  4. you and each member of your Team will comply with these Terms of Use as well as all applicable laws of the province of Ontario and the federal laws of Canada applicable therein;
  5. you have the right to grant the rights granted herein and you and your Team own or control or have all necessary right, title and interest in and to your Team's Submitted Content;
  6. your Team's Submitted Content will not: a) infringe, violate or misappropriate any third party right, including copyright trademark, patent, trade secret, moral rights, privacy rights, rights of publicity, or any other intellectual property or proprietary right; or b) slander, defame, libel, or invade the right of privacy, publicity or other property rights in any person; and
  7. None of your Team's Submitted Content contains any computer programming that may potentially damage or interfere with the Site or intercept or expropriate any system data or personal information from the Site.

Any access to, review of or use of the Site by a Team or any of its members and any submission by a Team or its members is at the Team and its members sole risk. All information, statements, opinions, data, applications and/or Submitted Content submitted to or upload through the Site by a Team or any of its members will be available for viewing without restriction worldwide. Each Team and its members are solely responsible for any and all damages to the Team or any of its members, or any other adverse consequence that results from such actions.

Teams/Projects that are selected for the Program will be notified on or about November 5, 2013, by email via the email address provided to Us by the Team. From this notice date, each selected Team will have ten (10) business days to enter into a Program Resident Agreement with Us setting out the terms and conditions for the Team's further participation in the Program ("Resident Agreement"). It is a pre-condition to participating in the Program that each Team member enter into a Resident Agreement with us. If any member of a Team does enter into a Resident Agreement with Us within the above noted ten (10) business day period, that Team's acceptance into the Program will be null and void and We may offer the Team's spot in the Program to another Team.

THE SELECTION OF ANY APPLICANT FOR PARTICIPATION IN THE PROGRAM IS SUBJECT TO OUR SOLE AND ABSOLUTE DISCRETION AND WE RESERVE THE RIGHT, FOR ANY OR NO REASON AT ANY TIME, TO (I) REJECT ANY SUBMITTED APPLICATION, (II) REFUSE TO POST ANY SUBMITTED CONTENT, (III) REMOVE ANY INFORMATION, COMMENT OR SUBMITTED CONTENT FROM THE SITE or (IV) TERMINATE A TEAM'S APPLICATION OR PARTICIPATION IN THE PROGRAM.

Specific Terms of use for Boosters

Boosters who access or use the Site are certifying that they are at least 18 years of age.

If a Booster elects to support a Project by using the "like it" function or the "tweet it" function on the Site, the Booster will not have the opportunity to provide comments about the Project and the Booster's name and email address will not be provided by Us to the applicable Team that submitted the Project.

If a Booster elects to support a Project by using the "Boost" function on the Site, then the Booster will have the opportunity via the Boost function on the Site to submit comments on the Project ("Booster Comments"), which comments may be displayed on the Site. As well, the Booster may be required as part of the "Boost" function on the Site to provide the Booster's name and email address to Us which information, may, in accordance with the Privacy Policy, be provided by Us to the Team that the submitted the Project, if that Team and its Project are selected for the Program. This will allow the selected Team to have the option to contact the Booster by e-mail at a later time to invite the Booster to further participate in the evaluation of the selected Team's Project.

If a Booster submits or uploads Booster Comments to the Site, the Booster automatically grants, and represents and warrants that the Booster has the right to grant, to Us and to the Team that submits the Project in respect of which the Booster Comments are submitted or uploaded, the non-exclusive, perpetual, irrevocable, royalty free, fully paid, assignable, transferable, worldwide right and license to display, exhibit, use, distribute, transmit, reformat and/or commercially exploit (in whole or in part) the Booster Comments (including, without limitation, all suggestions, improvements, ideas, recommendations or other feedback relating to the Project contained in the Booster Comments) for any purpose in or in connection with the Site, the Program and/or the Project, to prepare derivative works of, or incorporate into other works, the Booster Comments in whole or in part, and to grant and authorize sublicenses of the foregoing. All use of the Booster Comments will be without any obligation of confidentiality, attribution or compensation to the Booster.

Any access to, review of or use of the Site and any submission by a Booster of Booster Comments is at the Booster's sole risk. All information, statements, opinion, data or Booster Comments that are submitted or uploaded by a Booster through the Site will be available for viewing without restriction worldwide. Each Booster is solely responsible for any damage to the Booster, or any other adverse consequence that results from such actions.

General

We expressly disclaim all warranties, express, implied or statutory, including any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement and any warranties arising from any course of performance, course of dealing or usage of trade, with regard to any information, application, data, Submitted Content or Booster Comments or other items provided or made available on the Site or through the Program.

We are not liable (whether in contract, warranty, tort (including negligence, product liability, or other theory) or otherwise) to you or any other person for cost of recovery or recoupment of any investment made by any party in connection with any information, application or accompanying Submitted Content or Booster Comments submitted to the Site, or for any direct, indirect, incidental special consequential or exemplary damages, including damages for loss of profits, goodwill, use, data or other intangible losses resulting from i) the Site, Submitted Content or Booster Comments; ii) the use or the inability to use or access the Site, Submitted Content or Booster Comments, iii) statements or conduct of any third party on the Site; or iv) any other matter relating to the Site, the Program, Submitted Content or Booster Comments, in excess of the total amount of Can$100.00.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS AGREEMENT APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED. We do not guarantee that there will be no interruptions, delays or inaccuracies in the Program or Site functionality or availability of Program information, Submitted Content or Booster Comments and We do not guarantee the continued availability or electronic storage of any portion of the Program, Submitted Content or Booster Comments.

You shall not: (i) take any action that imposes or may impose (as determined by Us in our sole discretion) an unreasonable or disproportionately large load on Our or Our third-party providers' infrastructure; (ii) interfere or attempt to interfere with the proper working of the Program or any activities conducted on the Site; (iii) bypass any measures We may use to prevent or restrict access to the Program (or other accounts, computer systems, or networks connected to the Program); (iv) run Maillist, Listserv, or any form of auto-responder or "spam" on the Site; or (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site.

You are not allowed to transmit malicious code or to collect information of other users through the Site.

You may not take any action to interrupt the functionality of or tamper with the content contained on the Site or its servers or to unreasonably affect others' enjoyment of the Program or the Site in any way. We reserve the right to block access to the Site at Our sole discretion for any reason.

You shall not directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Site, except to the limited extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Site; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, provincial, national, and international laws and regulations.

We may delete any or all of your information, Submitted Content or Booster Comments from the Site, for any reason or no reason, whether intentional or unintentional, and, without any liability of any kind to you or any other party.

As a viewer or user of the Submitted Content and Booster Comments on the Site, you understand and agree that We and the Program partners are not responsible for any damages, losses, costs, or harm, tangible or intangible arising from the use or transmission of the Submitted Content or the Booster Comments and that the person(s) providing the Submitted Content or Booster Comments is/are responsible and that the sole remedy available to you is removal of the subject Submitted Content or Booster Comments from the Site.

You may not use the Site, the Submitted Content, the Booster Comments, the Program or the Program information for any illegal purpose, to make unsolicited offers or advertisements, to impersonate or falsely claim affiliation with any person or entity, to misrepresent, harass, defraud or defame others, to post obscene or unreasonably offensive material (to be determined at the CFC's sole discretion), to negatively present Us or the Program partners or the Program or for any commercial purposes.

You or any third party may not copy, store, modify, display or redistribute any portion of any Submitted Content unless permitted by law or you are the owner or licensor of that Submitted Content. Unauthorized use of the Submitted Content, the Site or the Program is prohibited and may result in criminal prosecution and/or civil liability.

The Site and its content, other than the Submitted Content and the Booster Comments, is Our proprietary property with all rights reserved. It may not be modified, copied, distributed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the Our prior written permission.

These Terms of Use will remain in full force and effect unless and until your account is terminated as provided herein. These Terms of Use shall be governed by the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein and will be construed in all respects in accordance with the laws of the province of Ontario applicable to an agreement entered into and to be wholly performed therein, and you agree to submit to the exclusive jurisdiction of the provincial courts of the Province of Ontario, Canada.

You may not amend these terms. If any of the terms are illegal or unenforceable or there is a claim that we have breached any of these terms, it does not affect or invalidate the other terms. These rights or terms may not be waived without written consent from the CFC.

WE MAKE NO GUARANTEE OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE.

We will not be liable for the privacy of email addresses, Program application or registration and identification information, disk space, communications, confidential or trade-secret information, or any other Submitted Content or Booster Comments stored on Our equipment, transmitted over networks accessed by the Site, or otherwise connected with the Program.

At any time You may elect to discontinue Your application to the Program and request that your Submitted Content be removed from the site via an email to admin@ideaboost.ca.

If you believe that your work has been copied in a way that constitutes copyright infringement, please notify Us in writing atadmin@ideaboost.ca. Your notice must contain the following information (please confirm these requirements with your legal counsel):

  1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  2. a description of the copyrighted work that you claim has been infringed;
  3. a description of where the material that you claim is infringing is located on the Site, sufficient for Us to locate the material;
  4. your address, telephone number, and email address;
  5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  6. a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf.

If you believe that your work has been removed or disabled by mistake or misidentification, please notify Us in writing atadmin@ideaboost.ca. You agree that your sole remedy, upon your written notice to Us, may be the modification or removal of the Submitted Content or Booster Comments as determined by Us to be harmful, improper, and/or in violation of copyright, trademark, or otherwise.

We shall not be liable for any failure to perform our obligations hereunder where the failure results from any cause beyond Our reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation. We may assign, transfer, or delegate any of Our rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use or the Program and neither party has any authority of any kind to bind the other in any respect.

You agree to indemnify, defend, and hold Us and Our successors, assigns, Program partners, advertisers, technology providers, service providers or other partners, and each of Our and their respective officers, directors, agents, shareholders, employees and representatives harmless, from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys' fees) arising out of or reating to:

  1. your Submitted Content and/or Booster Comments;
  2. your use or misuse of, or connection to, the Site or any services offered by the Site;
  3. your use or misuse of Support Services, Professional Services or any other services offered by US;
  4. your breach or alleged breach of any representation or warranty;
  5. your breach or alleged breach of these Terms of Use;
  6. your violation of any rights (including intellectual property rights) of a third party;
  7. your use or misuse of any Submitted Content or Booster Comments including, in violation of the Privacy Policy
  8. your breach or alleged breach of any agreement or policy between you and other Team members.

We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without Our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.