SUB MANAGEMENT GROUP – TERMS OF SERVICE
INTRODUCTION

Welcome to submanagementgroup.com (the “Site”). These Sub Management Group – Terms of Service (these “Terms”) are a binding legal agreement between our users (“you”, a “user”) and Sub Management Group Inc. (“SMG”, “we”, “us”, “our”) located at 118 Berkeley Street, Toronto, Ontario, Canada.

THESE TERMS GOVERN YOUR ACCESS TO AND USE OF THE SITE. BY ACCESSING OR USING THE SITE YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT ACCESS OR USE THE SITE.

Some of our users will have entered into a separate rights management agreement with us (your “SMG Rights Management Agreement”). These Terms form a part of your SMG Rights Management Agreement. In the event of a conflict between these Terms and the terms of your SMG Rights Management Agreement, your SMG Rights Management Agreement will prevail.

We reserve the right to change or modify these Terms at any time in our sole discretion by posting the updated Terms on our Site. By continuing to access or use the Site, you agree to the updated Terms. You are responsible for reviewing these Terms from time to time in order to be aware of any changes that apply to your access and use of the Site.

PRIVACY POLICY

The security of your personal information is very important to us. Our Privacy Policy found here describes the ways we collect, use, store and disclose your personal information. You agree to the collection, use, storage, and disclosure of your information in accordance with our Privacy Policy.

Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect your information, we cannot guarantee its security. Any transmission of information is at your own risk. We are not responsible for the circumvention of any privacy settings or security measures contained on the Site.

ACCESSING THE SITE

In order to access certain parts of the Site, you need a member account (an “Account”). Accounts are created for users who have entered into an SMG Rights Management Agreement. An Account is required to access and download statements and reports provided to you in connection with SMG Rights Management Agreement (your “Reports”).

All Accounts are created internally by SMG and your use of the Site does not entitle you to an Account.

If we provide you with an Account, we will provide you with a username and password (“Login Information”). Upon logging in to your Account you may update your information as allowed by the functionality of the Site. Some information may only by updated by us.

You will not share your Login Information with anyone else or let anyone else use your Account. You are responsible for any activities that happen through your Account. You will immediately notify us if you discover or suspect any security issues related to your Account or the Site.

INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

The Site and all of its content, features and functionality (collectively the “Site Content”), including without limitation all images, displays, text, graphics, photographs, icons, audio recordings, videos, music, design, presentation, arrangements, software and code are owned by SMG and/or our affiliated companies, contractors, licensors and/or licensees and are protected in all forms by intellectual property laws, including without limitation, copyright, trademark, moral rights and any other proprietary rights. Your use of the Site does not give you ownership of any of the Site Content.

All trademarks, logos, product and service names, designs, images, and slogans (collectively “Trademarks”) displayed on the Site are Trademarks of SMG and/or others and may not be used unless authorized by the Trademark owner.

Use of the Site or Site Content, except as expressly authorized by these Terms, may constitute an infringement and/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.

USER MESSAGES

The Site may permit you to submit written messages to us through the “Contact” page on our Site. You understand that we may, but are under no obligation to, review the content of any such message.

By submitting a message to us, your declare and warrant that (i) you have all the necessary rights to do so; (ii) all information contained in the message, including without limitation any personal information you submit, is accurate and up-to-date; and (iii) the content of your message does not violate the rights of any third-party including without limitation copyright, trademark rights, privacy rights, publicity rights, contractual rights, statutory or common law rights and your message is not defamatory.

YOUR LICENSE AND RIGHTS

Provided you are in compliance with these Terms, you are hereby granted a limited, nonexclusive, non-transferable, non-sublicensable, and personal licence to access and use the Site.

You are permitted to download, print, store and reproduce an unlimited number of copies of your Reports made available to you through your Account.

If any Site Content, other than your Reports, owned by, controlled by, or licensed to us are distributed or made available to you as part of your use of the Site, we hereby grant you a non-commercial, personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and licence to access and display such content provided to you as part of the Site, in each case for the sole purpose of enabling you to use the Site as permitted by these Terms.

You are not permitted to modify copies of any Site Content nor delete any copyright, trademark or other proprietary rights notices from copies of materials accessed through the Site.

PROHIBITED USER CONDUCT

You agree to use the Site only for purposes that are legal, proper, and in accordance with these Terms and any applicable laws or regulations. Without limitation, you agree your use of the Site, including without limitation the content of any written messages submitted to us through the Site, will not:

Violate any applicable federal, provincial, local or international law or regulation.
Include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in SMG’s sole discretion.
Distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature.
Transmit, or procure the sending of, any advertisements or promotions, including, without limitation, any “spam”, “junk mail”, “chain letter”, contests, sweepstakes and other sales promotions.
Impersonate or attempt to impersonate SMG, an SMG employee, another user, or any other person or entity.
Obtain or attempt to gain unauthorized access to materials, information or any services available on or through the Site through any means.
Engage in spidering, “screen scraping,” “database scraping,” harvesting of e-mail addresses or other personal information, or any other automatic or unauthorized means of accessing, logging-in or registering on the Site, or obtaining lists of users or other information from or through the Site.

LINKING TO OUR SITE

You may link to our Site, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part where none exists. Our Site must not be framed on any other site. We reserve the right to withdraw linking permission without notice. You agree to cooperate with us in causing any unauthorized framing or linking to immediately stop.

INTELLECTUAL PROPERTY INFRINGEMENT

If you believe that the Site or any Site Content infringes upon any copyright or other intellectual property right that you own or control, please submit your claim to info@submanagementgroup.com. For us to process your claim you must be the rights owner, or authorized to act on behalf of the rights owner, of the alleged infringed work. Your notice of infringement must include: (i) identification of the copyrighted work(s), trademark, publicity rights, or other intellectual property rights that you claim are being infringed; (ii) identification of the allegedly infringing material that is requested to be removed, including a description of the specific location (i.e., URLs) on the Site, so that we may locate the material; (iii) your contact information – at a minimum, your full legal name (not pseudonym) and email address; (iv) your physical or electronic signature (of your full legal name); and (v) a declaration that contains all of the following: (1) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the intellectual property rights owner, its agent, or the law; (2) a statement that the information in the notice is accurate; and (3) a statement under penalty of perjury that you are authorized to act on behalf of the intellectual property owner of the intellectual property that is allegedly being infringed.

DISCLAIMER OF WARRANTIES

You understand and agree that use of the site, the site content, and any services or material found or attained through the site is at your own risk. The site and the site content are provided on an “As is” and “As available” basis, without any warranties or conditions of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

Neither SMG nor its affiliates, or their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, successors and assigns (collectively, the “SMG parties”) make any warranty, representation, or endorsement with respect to the completeness, security, reliability, suitability, accuracy, currency, or availability of the site or the site content. Without limiting the foregoing, neither SMG nor the SMG parties represent or warrant that the site or the site content will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that the site or the server that makes it available are free of viruses or other harmful components.

We cannot and do not guarantee or warrant that files or data available for downloading from the internet or the site will be free of viruses or other destructive code. You are solely and entirely responsible for your use of the site and for your computer, internet, and data security. To the fullest extent permitted by law, we will not be liable for any loss or damage caused by a denial-of-service attack, distributed denial-of-service attack, overloading, flooding, mailbombing, 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 site or your downloading of any material posted on it, or on any website linked to it.

LIMITATION OF LIABILITY

No consequential or indirect damages: except where such exclusions are prohibited by law, in no event shall SMG or the SMG parties be liable for any consequential, indirect, incidental, exemplary, special or punitive damages whatsoever, including any damages for personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill or loss of data, whether caused by breach of contract, tort (including negligence), any other theory of liability, or otherwise, arising out of or in connection with your use, inability to use, or reliance on the site, regardless of whether such damages were foreseeable and whether or not you were advised or had reason to know of the possibility of such damages.

Maximum liability: except where such limitations are prohibited by law, in no event shall SMG or the SMG parties’ aggregate liability, whether caused by breach of contract, tort, or otherwise, and arising out of or in connection with your use, inability to use, or reliance on the site, exceed one hundred dollars ($100 cad).

INDEMNIFICATION

Each Party (the “Indemnifying Party”) will at all times indemnify and save harmless the other Party (the “Indemnified Party”) from and against any and all reasonable costs, expenses, losses, liabilities and damages (including, without limitation, reasonable court costs, lawyer’s fees and disbursements) arising out of or connected with any third party claim that makes any assertion, which if true, would mean the Indemnifying Party is in breach of or has acted inconsistently with any of its representations, warranties, covenants or agreements made in the SMG Rights Management Agreement, provided that such claim is reduced to the status of a final non-appealable judgment or has been settled with the Indemnifying Party’s prior written consent.

The Indemnifying Party agrees to reimburse the Indemnified Party, on demand, for any payment made by the Indemnified Party at any time with respect to any cost, expense, loss, liability or damage to which the indemnity and saving harmless referred to in this paragraph applies. If any claim or action is made or brought alleging facts which, if true, would constitute a breach of any of Rights Holder’s representations, warranties or covenants then, pending final determination of such claim or action, SMG may withhold from the funds owing to Rights Holder a reasonable amount which it deems necessary to cover the estimated cost of the claim or action until its final resolution.”

TERMINATION

SMG may terminate or suspend all or part of your access to the Site without notice at any time, effective immediately, if we believe you are in violation of these Terms or any other agreement you have entered into with SMG or, if applicable, your SMG Rights Management Agreement with SMG is terminated.

GOVERNING LAW

The Site these Terms will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario.

Any action or proceeding arising out of or relating to the Site or these Terms will be instituted in the courts of the Province of Ontario. You irrevocably submit to the exclusive jurisdiction of such courts in any such action or proceeding. You hereby waive any and all objections to the exercise of jurisdiction by such courts and to the venue of such courts.

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.

SEVERABILITY

If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

ENTIRE AGREEMENT

These Terms, our Privacy Policy any your SMG Rights Management Agreement (if applicable) constitute the sole and entire agreement between you and SMG regarding the subject matter contained herein and therein and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

AGE OF MAJORITY

You must be at least 18 years old to access and use the Site. If you are at least 13 years old but under 18 years old, you may only use the Site with the approval and oversight of a parent or guardian. If you are under 13 years old, you may not use the Site.

IDENTIFICATION OF PARTIES

If you use the Site on behalf of a company or other entity, “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with authority to enter into these Terms, and (b) you agree to these Terms of the entity’s behalf.

REPORTING AND CONTACT

The Site is operated by SMG. All notices of copyright infringement claims, reporting of misuse of the Site (including libelous or defamatory conduct), comments, questions, requests for technical support and other communications relating to the Site must be sent to: info@submanagement.com.