Terms of Service
Effective Date: March 4, 2020
Last Modified: June 1, 2020
Welcome to The Poster Database, a company operating under the laws of Ontario (referred to as “TPDb”, also referenced herein as “us”, “our” or “we”).
Acceptance of Terms
Modification to Agreement
TPDb reserves the right to modify or replace this Agreement and alter, add, or discontinue any aspect, content or feature of the Services, in whole or in part, in its sole discretion from time to time and without notice. TPDb may provide notice of material changes to the Agreement or Services when it is reasonable to do so by posting a notice on the Site or via email, as practicable. Users are responsible for reviewing and becoming familiar with any modifications to this Agreement. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the revised Agreement, you must stop accessing and using our Services and Site before the changes become effective.
Eligibility to use Services and Site
You must be at least 13 years of age or over the age required by the laws of your country to use or access the Services or Site, provide personal information to TPDb, or otherwise submit personal information through the Services.
In addition, you must not have had your account previously disabled by TPDb for violation of the law or any of our policies.
You can use parts of the Site and Service, such as browsing and searching for Content, without having a TPDb account. However, you do need a TPDb account to use some features.
If you create an account with TPDb, you agree to provide true, complete, updated and accurate data about yourself when registering and to update and keep such data current. Users are solely responsible for maintaining the confidentiality of their password and the security of their account, and for all use associated with the password and account, whether authorized by the User or not. You agree to immediately notify TPDb of any actual or suspected loss, theft or unauthorized use of your password or account or any other breach of security. You will not license, sell, or transfer your account without our prior written approval.
Providing false or misleading registration information constitutes a breach of this Agreement which may result in TPDb terminating your account and access to the Services.
- Subscription Services. Certain premium services and features may be available for purchase (the “Subscription Services”).
- Fees. By initiating a transaction and submitting your Payment Information, you (i) agree to pay the applicable fees and taxes and to bear any additional charges that your financial service provider may levy on you as any other taxes and fees that may apply to your order; and (ii) you authorize us to provide the Payment Information to third parties for purposes of facilitating the completion of your purchase. All fees and taxes are stated in Canadian dollars. Your purchase may be subject to foreign exchange fees or differences in prices based on location (i.e. exchange rates). TPDb may change the fees or benefits associated with the premium features from time to time with reasonable advance notice, where reasonable; provided, however, that no advance notice will be required for temporary promotions of the Subscription Services. If you do not agree to the new prices, you may choose not to purchase, or to cancel, the applicable Subscription Services prior to the change going into effect.
TPDb reserves the right to not process or to cancel your order if your credit card is declined, if we suspect an order is fraudulent, or in other circumstances deemed appropriate by TPDb in its sole discretion.
- Reoccurring Payments. When you purchase Subscription Services, you agree that you are authorizing automatic monthly renewals, and that payments will be made in advance to TPDb at recurring monthly intervals, until the Subscription Services are terminated by you or by TPDb at least 24 hours before the next renewal date. To avoid future charges, you can also cancel before the renewal date.
UNLESS YOU NOTIFY US 24 HOURS BEFORE A CHARGE THAT YOU WANT TO CANCEL OR DO NOT WANT TO AUTO RENEW, YOU UNDERSTAND THAT YOUR SUBSCRIPTION SERVICES WILL AUTOMATICALLY CONTINUE AND YOU AUTHORIZE US (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE THEN-APPLICABLE SUBSCRIPTION FEE AND ANY TAXES, USING YOUR PAYMENT INFORMATION.
- Restrictions. You may not relicense, resell, transfer, or exchange Subscription Services within or outside of the Services.
- Modification. TPDb may, in its sole discretion, modify the functionality of, or eliminate, Subscription Services, or the terms and conditions under which the Subscription Services are provided. You agree that your purchases are not contingent on the delivery of any potential future functionality or features.
- Payment. To pay any fee, you must designate and provide information about your preferred payment method, like a credit card, the expiration date and your address for billing (“Payment Information”), which may be updated at any time in your Account settings. You represent and warrant that you have the legal right to use all payment information represented by such Payment Information. Subject to Section 5(g), purchases of Subscription Services are final and non-refundable, except at TPDb’s sole discretion. If your Payment Information is declined for payment of your Subscription Services, you must provide new Payment Information or your Subscription Services will be canceled. If you provide new Payment Information and are successfully charged, your new subscription period will be based on the original renewal date and not the date of the successful charge.
- Refunds. You may be entitled to receive a full refund within 14 days of making your first payment of Subscription Services, provided that you have not used your Subscription Services during such 14 day period.
- Cancelling the Subscription. You may cancel the Subscription Services any time before the end of the current billing period and the cancellation will take effect on the next billing period. Your Subscription Services will remain active from the time you cancel until the start of the next billing period, and you will not receive a refund or credit for any remaining days in your current billing period.
- Termination of Account. Termination of your Account or your rights under this Agreement may result in forfeiture of purchased Subscription Services. For example, if your Account is suspended, you forfeit your Subscription Services for the duration of the suspension.
Users may apply for a voluntary Moderator position with TPDb here.
If you are selected and approved to be a Moderator with TPDb:
- you will be responsible for reviewing User Content for compliance with this Agreement, escalating User Content for admin review, and reviewing copyright infringement and general complaints submitted by Users;
- you acknowledge and agree that you may not represent that you are authorized to act on behalf of TPDb, including to enter into any agreements with third parties;
- you to not receive or request any form of compensation or favours in return for performing any type of Moderator functions;
- you acknowledge that any features, functions, or capabilities of Moderators may be changed at the sole discretion of TPDb at any time without prior notice; and
- your position and function as a Moderator may be revoked or limited for any reason at any time without prior written notice.
TPDb takes no responsibility for the actions taken by Moderators. TPDb reserves the right, but has no obligation, to overturn any action or decision of a Moderator at its sole discretion, for any reason, without prior written notice.
The Services allow you to post, link, store, share and otherwise make available certain information, text, images, illustrations, animations, graphics, photos, or other material and creative expressions, whether created or submitted, uploaded or otherwise provided to the Services by you or through your account, TPDb or a third-party (“User Content”). You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Service or provide to TPDb.
By submitting User Content, you represent and warrant that:
- you have all rights, power, and authority necessary to use, display, reproduce, sell and grant the rights and licenses to your User Content;
- the User Content does not contain material that defames or vilifies any person, people, races, religion or religious group and is not obscene, pornographic, indecent, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable;
- the User Content does not include malicious code, including but not limited to viruses, trojan horses, worms, time bombs, cancelbots, or any other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data, or personal information; and
- the User Content you upload will not infringe the intellectual property rights or other rights of any person or entity, including copyright, moral rights, trade mark, patent or rights of privacy or publicity.
You further authorize and direct TPDb to make such copies as we deem necessary in order to facilitate the posting and storage of your User Content on the Site. You understand that, because you alone are responsible for your User Content, you acknowledge that storing, distributing or transmitting unlawful material or sharing content without all necessary rights could expose you to criminal and/or civil liability.
Using the Service and accessing the Site does not give you ownership of or right to any aspect of the Service or Site, including user names and any User Content posted by others or TPDb.
You may remove your User Content from the Service at any time. You must remove your User Content if you no longer have the rights required by this Agreement.
TPDb has no obligation to screen, edit, or monitor User Content but TPDb reserves the right to delete or remove any User Content or User account in its sole discretion at any time and for any reason, including for violation of this Agreement, if you create liability for us, or if we reasonably believe any User Content may cause harm to other Users or third parties.
User retains ownership and/or other applicable rights to User Content. TPDb takes no responsibility for and we do not expressly or implicitly endorse User Content.
Unless agreed otherwise through the functionality of the Platform, by providing User Content to the Service, you grant to TPDb a world-wide, non-exclusive, royalty-free, sublicensable, and transferable license to use that User Content (including to reproduce, modify, distribute, prepare derivative works, display and perform it) in connection with the Service and TPDb’s (and its successors’) business, including for the purpose of promoting and redistributing part or all of the Service. You also agree that this license includes the right for TPDb to make all publically-posted User Content available to third parties selected by TPDb, so that those third parties can syndicate and/or analyze such User Content on other media and services.
You also grant each other Users of the Services a worldwide, non-exclusive, royalty-free license to access your User Content through the Service, and to use that User Content, including to reproduce, distribute, prepare derivative works, display and perform it as permitted through the functionality of the Site and under this Agreement.
The licenses granted by you shall continue for a commercially reasonable period of time after you remove or delete your User Content from the Service. You understand and agree, however, that TPDb may retain, but may not display, distribute or perform, server copies of your User Content that has been removed or deleted.
If you provide us with any feedback (e.g. suggested improvements, corrections etc.) about the Site or Services (“Feedback”), you assign all right, title and interest in and to such Feedback to us and acknowledge that we will be entitled to use, including without limitation, implement and exploit, any such Feedback in any manner without any restriction, compensation or obligation. You further acknowledge and agree that we are not obligated to act on such Feedback.
Your Use of the Services
All User Content submitted and displayed on the Site is intended for non-commercial use only. You agree that you will not use the Services, User Content or duplicate, download, publish, modify or otherwise distribute or use any material in the Services, including User Content, for any purpose, except for your personal, non-commercial use. License, sale, transfer, assignment, distribution, hosting, or otherwise any other commercial exploitation of the Services or User Content is prohibited.
Users may not, without express prior written permission, do any of the following while accessing or using the Services or Site:
- tamper with, or use non-public areas of the Services, or the computer or delivery systems of TPDb and/or its service providers;
- create an account using false identification information, or in the name or likeness of someone that is not you, or pass yourself off as someone you are not;
- probe, scan, or test any system or network (particularly vulnerabilities), or otherwise attempt to breach or circumvent any security or authentication measures;
- access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by TPDb (and only pursuant to those terms and conditions);
- scrape the Services, and particularly scrape User Content from the Services;
- use the Services to send altered, deceptive, or false source-identifying information, including without limitation by forging TCP-IP packet headers or email headers;
- interfere with, or disrupt, (or attempt to do so), the access of any other User, host or network, including, without limitation, by sending, uploading, transmitting or distributing a virus, worm, or other software intended to interfere with the intended operation of a computer system or data, or spamming, or overloading the Services, or by scripted use of the Services in such a manner as to interfere with or create an undue burden on the Services;
- use, adapt, reproduce, store, distribute, print, display, perform, publish, modify, prepare derivative works of, disassemble, decompile, or reverse engineer any part of the Services or Site;
- create or submit User Content that violates applicable law or attempt to circumvent any content-filtering techniques used by TPDb;
- use the Services to violate applicable law or infringes any person or entity’s intellectual property or any other proprietary rights;
- link to any page on the Site other than the home page (for example, "deep linking");
- make a derivative use of the Services (or any part thereof) for any purpose;
- use the Services to harvest, collect, gather, assemble, download or copy information or data regarding the Services or Users, or otherwise engage in data mining or similar data gathering;
- access, reproduce, download, distribute, transmit, broadcast, display, sell, license, alter, modify or otherwise use any part of the Service or any User Content except: (i) as expressly authorized by the Agreement; or (ii) with prior written permission from TPDb and, if applicable, the respective rights holders;
- circumvent, disable, fraudulently engage with, or otherwise interfere with any part of the Service (or attempt to do any of these things), including security-related features or features that (i) prevent or restrict the copying or other use of User Content or (ii) limit the use of the Service or User Content;
- use the Service to distribute unsolicited promotional or commercial content or other unwanted or mass solicitations;
- use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services or that could damage, disable, overburden, or impair the functioning of the Services in any manner;
- use or encourage any inaccurate measurements of genuine user engagement with the Service, including by paying people or providing them with incentives to manipulate metrics in any manner; or
- misuse any reporting, flagging, complaint, dispute, or appeals process, including by making groundless, vexatious, or frivolous submissions.
TPDb does not manually screen User Content before it is displayed on the Site so occasionally members may inadvertently or deliberately submit and display User Content that breaches this Agreement. TPDb reserves the right (but not the obligation) to remove or edit such User Content, but does not regularly review posted User Content.
If you are a copyright owner, or authorized on behalf of one, and you believe that copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, you must submit your notice to [email protected] and include a detailed description of the alleged infringement, including identification of the work or material being infringed, the infringing work or material sufficient for TPDb to locate it and verify its existence, and your contact information. We have a policy that includes the removal of any infringing materials from the Services and for the termination, in appropriate circumstances, of Users of our Services who are repeat infringers. You may also report User Content for copyright infringement or inappropriate User Content by clicking on the “Inappropriate Content” link that is displayed with each post.
If you knowingly misrepresent that any activity or material on our Service is infringing, you may be liable to TPDb for certain costs and damages. If you believe your User Content was wrongly removed due to a mistake or misidentification, you can send a notification to [email protected].
Third Party Content
This Site or Services may contain links to third-party websites, products, or services, which may be posted by advertisers, our partners, or other Users ("Third-Party Content"). We do not own, control or operate the Third-Party Content, and we are not responsible for any of their material, including any of their products or services. The availability of these links on this Site does not represent, warrant or imply that we endorse any Third Party Content or any materials, opinions, products or services available on them. Your use of Third-Party Content is at your own risk and you should make any investigation you feel necessary before proceeding with any transaction in connection with such Third-Party Content.
Your access to and use of the Services or any User Content is at your own risk. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, TO THE FULL EXTENT PERMITTED BY LAW, TPDB DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF PERFORMANCE OR NON-INFRINGEMENT. TPDb makes no specific commitments, representations or warranties of any kind with respect to the Services or Site, including any representations or warranty that the use of the Services will (a) be timely, uninterrupted, or error-free or operate in combination with any other hardware, software, system or data; (b) meet your requirements or expectations; (c) be free from errors or that defects will be corrected; (d) be free of viruses or other harmful consequences; (e) be entirely secure or that the information you share with us will be secure; (f) have specific features, be accurate, complete, current, reliable, available, or able to meet your needs; (g) provide access to any User Content. TPDb also makes no representations or warranties of any kind with respect to User Content and does not control, endorse, or take responsibility for any User Content available on or linked to the Services or Site or the actions of other Users, Moderators, or third parties. In particular, User Content is provided by and is solely the responsibility of the Users providing such User Content. No advice or information obtained from TPDb or through the Services or Site will create any warranty not expressly made herein.
Limitation of Liability
EXCEPT AS REQUIRED BY APPLICABLE LAW, TPDB, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE RESPONSIBLE FOR ANY LOSS OF PROFITS, REVENUES, USE, BUSINESS OPPORTUNITIES, GOODWILL, ANTICIPATED SAVINGS, OR OTHER INTANGIBLE LOSSES; LOSS OR CORRUPTION OF DATA; INDIRECT OR CONSEQUENTIAL LOSS; INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND CAUSED BY:
- YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICES OR SITE;
- ERRORS, MISTAKES, OR INACCURACIES ON THE SERVICES;
- PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR USE OF THE SERVICE;
- ANY INTERRUPTION OR CESSATION OF THE SERVICE;
- ANY VIRUSES OR MALICIOUS CODE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY;
- CONDUCT OF ANY THIRD PARTY OR USER USING THE SERVICES OR SITE, INCLUDING WITHOUT LIMIATION, DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OR USER CONTENT;
- ANY USER CONTENT WHETHER SUBMITTED BY A USER OR TMDB, INCLUDING YOUR USE OF CONTENT; AND/OR
- THE REMOVAL OR UNAVAILABILITY OF ANY USER CONTENT.
THIS PROVISION APPLIES TO ANY CLAIM, REGARDLESS OF WHETHER THE CLAIM ASSERTED IS BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT TPDB HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION, TPDB’S TOTAL CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATING TO THE SERVICE OR SITE, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU PAID TO TPDB IN THE PREVIOUS SIX MONTHS TO USE THE APPLICABLE SERVICE GIVING RISE TO THE CLAIM; AND (B) CAD $50.
To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless TPDb, its officers, licensors, directors, employees and agents, from and against any and all claims, demands, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees) arising from: (i) your use of and access to the Service and Site; (ii) your violation of any term of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your User Content caused damage to a third party. TPDb reserves the right to control the defence of any matter for which you are required to indemnify us, and you agree to cooperate with our defence of these claims. This defense and indemnification obligation will survive this Agreement and your use of the Service.
If you wish to terminate this Agreement for any reason, you may discontinue using the Service at any time. If you wish to terminate your account or status as a user, you may do so through your account settings by clicking on the button titled “Cancel Account”. Your User Content and Account may be reactivated by signing back into your Account and confirming your request to reactivate via e-mail within 30 days of such termination. Following 30 days after termination of an account, your account data and User Content shall be deleted in accordance with this Agreement. You acknowledge and agree that deleted User Content may persist in caches or backups for a reasonable period of time and copies of or references to User Content may not be entirely removed.
TPDb may suspend or terminate your account or ability to access or use all or part of the Services at any time for any reason or no reason, including for violation of this Agreement, if we are required to do so to comply with a legal requirement or a court order, or we believe there has been conduct that creates or could create liability or harm to any User, other third party, or TPDb. If you believe your account has been terminated in error, you can appeal to [email protected].
The following Sections will survive any termination of this Agreement or your account: Content (Section 7), Warranty Disclaimers (Section 12), Limitation of Liability (Section 13), Indemnity (Section 14), Termination (Section 15), Miscellaneous (Section 17).
- Governing Law. This Agreement shall be governed by and construed in accordance with the law of the Province of Ontario and the law of Canada applicable therein. The parties hereby irrevocably attorn to the jurisdiction of the courts of the Province of Ontario.
- Entire Agreement. This Agreement, as modified from time to time, is the entire agreement between you and TPDb with respect to the subject matter hereof. This Agreement replaces all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter hereof and constitutes the entire and exclusive agreement between the parties.
- No Waiver. The failure of either party to exercise, in any way, any right provided herein shall not be deemed a waiver of any further rights hereunder.
- Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain enforceable and in full force and effect.
- Assignment. TPDb may assign this Agreement in whole or in part at any time without your consent. This Agreement is not assignable, transferable, or sublicensable by you except with TPDb's prior written consent.
- Relationship. No agency, partnership, joint controllership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind TPDb in any respect whatsoever.
- Notice. Any notice to TPDb that is required or permitted by this Agreement shall be in writing and shall be deemed effective upon receipt, when delivered in person by nationally recognized overnight courier or mailed by first class, registered or certified mail, postage prepaid, to: The Poster Database Inc.
- Arbitration. To the extent permitted by applicable law and unless otherwise agreed, all disputes and claims pertaining to the Agreement, the Services or Site, shall be determined by final and binding arbitration by a single arbitrator to the exclusion of the courts in Toronto, Canada, in accordance with the Arbitration Act, 1991 (Ontario), as amended.