Terms and Conditions
The services available on and through this website (the "Services" and the "Site") are provided by Scout Zoo Ventures Inc. ("Scout Zoo," "we," "us," "our".)
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS.
- ACCOUNT AND SERVICES.
- Service Eligibility.
Any use of the Services is void where prohibited. By using the Services, you represent to us that:
(a) any registration information that you submit is truthful, accurate and owned by (or licensed to) you;
(b) your use of the Services does not violate any applicable laws;
(c) your use of the Services have not previously been restricted or otherwise terminated by us; and
(d) you are of the Minimum Age (as defined in this section).
"Minimum Age" means 18 years old for the People's Republic of China, 16 years old for the Netherlands, 14 years old for the United States, Canada, Germany, Spain, Australia and South Korea, and 13 years old for all other countries. However, if law requires that you must be older in order for Scout Zoo to lawfully provide the Services to you then the Minimum Age is such older age. The Services are not for use by anyone under the age of 13.
Registered Users agree to:
(a) keep their passwords secure and confidential;
(b) not transfer to or allow a third party to use their account;
(c) comply with all applicable laws; and
(d) comply with the user conduct rules set out in Section 7 of this Agreement.
Registered Users are responsible for anything that happens through your account unless you close it or report misuse to us.
- Payment for Services.
If you purchase any of our paid Services (each, a "Premium Service"), you agree to pay us the applicable fees and taxes (the "Fees"). Failure to pay the Fees may result in the termination of the relevant Premium Service or of your account. Additionally:
(a) your purchase may be subject to foreign exchange fees or differences in prices based on location;
(b) you authorize us to store and continue billing your payment method (e.g. credit card) even after it has expired, to avoid interruptions in the relevant Premium Service and to facilitate easy payment for new Premium Services; and
(c) taxes are calculated based on the billing information that you provide us at the time of purchase.
- Notice to Users.
You agree that we may provide notices to you in the following ways: (1) a banner notice on the Site or relevant Service; (2) an email sent to the address that you provide; or (3) through other means including mobile number, telephone, or mail. You agree to keep your contact information up to date.
- Messages and Sharing of Content.
The Services allow for messaging and sharing of information, including text, files, images, photos, videos, sounds, musical works, works of authorship, or any other material (collectively, the "Content") that you post or upload to the Site or through the Services (the "User Generated Content") among Users in many ways. User Generated Content that you share on the Site or through the Services may be seen by other Users, including visitors.
We are not obligated to publish any User Generated Content on our Site or through the Services and reserve the right to remove any User Generated Content in our sole discretion, with or without notice.
- Service Eligibility.
- RIGHTS AND LIMITS.
- User Content Ownership and Removal.
Except as provided in this Agreement, Scout Zoo does not claim any ownership rights in any User Generated Content that you post or upload to the Site or through the Services.
You are solely responsible for any third party Content in your User Generated Content and for the use of the User Generated Content, including on the Site or through the Services. We reserve the right to remove such Content, your User Generated Content and/or any other content in our sole and absolute discretion.
In addition, the Site and/or Services may contain Content, under license to Scout Zoo from one or more third parties, in which you are featured and/or visible or which includes your name, sobriquet, professional name, image, likeness, other identifications, and biographical material (the "User Featured Content"and together with the User Generated Content, "User Content").
- User Content License.
You hereby grant to us and our licensees, distributors, agents, independent contractors, representatives and other authorized users (collectively, the "Scout Zoo Entities"), a perpetual, non-exclusive, irrevocable, royalty-free, sub-licensable and transferable (in whole or part) worldwide license to all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights you own or control to use, reproduce, transmit, display, exhibit, distribute, index, comment on, modify, create derivative works based upon, perform and otherwise exploit such User Content, in whole or in part, in all media formats and channels now known or hereafter devised (including, without limitation, on the Site or any related or affiliated sites, on third party web sites, cable networks and stations, broadband and wireless platforms, and or on any other products and services) for any and all purposes including entertainment, news, advertising, promotional, marketing, publicity, trade or commercial purposes, all without further notice to you, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity (the "Content License"). You appoint us as your agent with full power to enter into and execute any document and/or do any act we may consider appropriate to confirm, fully utilize, or enforce the grant of rights, consents, agreements, assignments and waivers set forth in this Agreement
- Representations and Warranties Regarding User Content.
You represent and warrant to us that:
(a) you own the User Generated Content or otherwise have the legal right to post ortransmit the User Generated Content in accordance with the terms of this Agreement;
(b) the posting or other transmission of the User Generated Content on or through the Services or Site or otherwise by Scout Zoo or the Scout Zoo Entities does not violate the privacy rights, publicity rights, intellectual property rights (copyrights, patents, trademarks), contract rights or any other rights of any person or entity;
(c) to the extent that any of the User Content on the Site and/or Services features a child of a User under the age of majority in the relevant jurisdiction, that User is deemed to have consented to the Content License on such child's behalf and the foregoing representations with regard to such Content, and such child shall also be deemed to be a User for purposes of this Agreement;
(d) you have no agreement with or obligations to any third party with respect to the rights herein granted which conflict or interfere with or adversely affect any of the provisions of this Agreement or the use or enjoyment by us of any of the rights herein granted. You have secured and will maintain all rights necessary for us to use and enjoy the rights herein granted. You have not sold, assigned, transferred or conveyed, and will not sell, assign, transfer, or convey, to any party any right, title, or interest in and to the rights herein granted or any part thereof, adverse to or in derogation of the rights herein granted to us;
(e) if you are under the age of majority in your jurisdiction, you further represent and warrant that you either: (1) are an emancipated minor, or (2) possess legal parental or guardian consent to enter into this Agreement and use the Site and Services; and
(f) to the extent any "moral rights," "ancillary rights," or similar rights in or to the User Content exist and are not exclusively owned by us, you agree not to enforce any such rights as to us or the Scout Zoo Entities, and you shall procure the same agreement not to enforce from any others who may possess such rights. You agree to pay for all royalties, fees, and any other monies owing to any person or entity by reason of any User Content posted by you to or through the Services.
- Limit on Services
Scout Zoo reserves the right to limit your use of the Site and/or the Services, including your ability to contact other Users. Scout Zoo reserves the right to restrict, suspend, or terminate your account if Scout Zoo believes that you may be in breach of this Agreement or law or are misusing the Services.
- User Content Ownership and Removal.
- INTELLECTUAL PROPERTY
The Site and the Services, as well as certain Content available therein (collectively, the "Scout Zoo Intellectual Property") are protected by copyright, trademark, patent, trade secret and other intellectual property laws in Canada and other countries, and Scout Zoo owns and retains all such rights in the Scout Zoo Intellectual Property. Your use of the Site and/or the Services gives you no ownership rights in the Scout Zoo Intellectual Property.
Without limiting the foregoing, Scout Zoo and the Scout Zoo logo are trademarks of Scout Zoo, protected under international law, the laws of Canada and other countries. Other parties' trademarks used, depicted or identified on the Site are the property of their respective owners, used here by permission, and may be registered in one or more countries. Use on the Site of the trademark(s) (including, but not limited to, names and logos) of any other party is not intended to imply Scout Zoo's affiliation with or endorsement of that party, or that party's sponsorship or endorsement of Scout Zoo and its products or services.
- DISCLAIMER AND LIMITATION OF LIABILITY.
- Links to Third Party Sites.
The Site contains links to third party internet sites (the "Third Party Sites"). These links are not endorsements of any services, products, or companies. Furthermore, information on the Third Party Sites have not been endorsed or approved by Scout Zoo. All responsibility or liability for any damages caused by usage of any Third Party Sites are disclaimed by Scout Zoo.
- No Warranty.
You agree that your use of the Site and the Services is at your sole risk. To the extent allowed under law, Scout Zoo and the Scout Zoo Entities:
(a) disclaim all implied representations and warranties (e.g. warranties of merchantability, fitness for a particular purpose, accuracy of data, and non-infringement);
(b) disclaim any and all responsibility for the actions of Users who do not abide by applicable laws and/or the provisions of this Agreement;
(c) do not guarantee that any User that is an athlete will be viewed by, communicate or otherwise interact with a scout or any other person;
(d) do not guarantee that any User that is a scout will view, communicate, or otherwise interact with any athlete that may be suitable for a business or other sporting opportunity;
(e) do not guarantee that the Services will function without interruption or errors; and
(f) provide the Services on an "as is" and "as available" basis.
- Limitation of Liability.
To the extent permitted under law (and unless Scout Zoo has entered into a separate written agreement that supersedes this Agreement), Scout Zoo and the Scout Zoo Entities shall not be liable to you or others for any loss or damages of any kind, including, without limitation, for any direct, indirect, compensatory, incidental, punitive, aggravated, exemplary, economic, special or consequential damages, loss of profits, value, revenue, business opportunities, savings or goodwill, or any other economic loss or any costs, expenses or interest related thereto, under any theory of law or equity, including an action of contract, negligence, breach of statute or statutory duty, strict liability, or tort, or otherwise, arising out of or in any way connected to:
(a) the Site or the Services;
(b) your use of, inability to use, or the performance of the Services;
(c) any errors or omissions in the Service's operation;
(d) third-party Content or third-party Sites;
(e) the User Content;
(f) any loss of data; or
(g) loss of opportunities, reputation, profits or revenues.
In no event shall the liability of Scout Zoo and the Scout Zoo Entities exceed, in the aggregate for all claims, $100 CAD. This limitation of liability is part of the basis for the Agreement between you and Scout Zoo and shall apply to all claims of liability against Scout Zoo.
This limitation of liability is part of the basis of the bargain between you and Scout Zoo and shall apply to all claims of liability irrespective of whether Scout Zoo has been told of the possibility of any such damage.
Some laws do not allow the limitation or exclusion of liability, therefore, these limitations may not apply to you.
- Links to Third Party Sites.
Scout Zoo or you may terminate this Agreement at any time. On termination, you lose the right to access or use the Services. The following shall survive termination:
(a) our rights to use and disclose your feedback, if any;
(b) other Users' rights to further re-share your User Generated Content you shared through the Services to the extent copied or re-shared prior to termination;
(c) Sections 4, 7 and 9 of this Agreement; and
(d) any amounts owed by either party prior to termination remain owed after termination.
- INFRINGING CONTENT; COPYRIGHT ACT.
If you are a copyright owner and believe that your work has been copied and posted on the Site in a way that constitutes copyright infringement, or if you believe that your rights have otherwise been violated by the Site and/or Services, you may submit a notification pursuant to the Copyright Act, RSC 1985, c C-42, ("Copyright Act") by providing us with the following information in writing (see Copyright Act s. 41.25(2) for further detail):
(a) your name and address and any other particulars prescribed by regulation that enable communication with the claimant;
(b) identify the work or other subject-matter to which the claimed infringement relates;
(c) state your interest or right with respect to the copyright in the work or other subject-matter;
(d) specify the location data for the electronic location to which the claimed infringement relates;
(e) specify the infringement that is claimed;
(f) specify the date and time of the commission of the claimed infringement; and
(g) contain any other information that may be prescribed by regulation,
(the Infringement Notice.)
Upon receipt of an Infringement Notice, Scout Zoo will:
(a) as soon as feasibly possible, forward the Infringement Notice to the person to whom the electronic location identified by the location data specified in the Infringement Notice belongs and inform you of its forwarding or, if applicable, of the reason why it was not possible to forward the Infringement Notice; and
(b) retain records that will allow the identity of the person to whom the electronic location belongs to be determined.
Additionally, Scout Zoo reserves the right to remove, with or without notice, any User Content that is alleged to infringe the copyright of a third party or otherwise violates any third party rights and/or to suspend a User’s access privileges in the event of repeat infringement by a User.
- USER CONDUCT AND INDEMNITY.
- User Conduct.
You agree not to use the Site and/or the Services to take any action(s) that, (and your continued use of the Site and/or Services are conditioned on not taking any action(s) that):
(a) are patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; harasses or advocates harassment of another person or group; exploits people in a sexual or violent manner; or contains nudity, violence, or offensive subject matter or contains a link to an adult website;
(b) solicits personal information; provides any User telephone numbers, street addresses, last names, URLs or email addresses; involves the transmission of "junk mail," "chain letters," or "unsolicited mass mailing", "instant messaging", "phishing", "spimming" or "spamming"; contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
(c) promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or video or links to pirated files;
(d) furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating a person’s privacy, or providing or creating computer viruses;
(e) involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
(f) are contrary to Scout Zoo’s public image, goodwill, or reputation;
(g) infringe on our or any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
(h) express or imply that any of your statements, activities or causes are endorsed by us, without our prior written consent in each instance;
(i) transmit any trade secret or other material, non-public information about any person, company or entity without the authorization to do so;
(j) "frame" or "mirror" any part of the Site without our prior written authorization;
(k) distribute any virus, worm or other similar or deleterious files, scripts or programming routines;
(l) interfere with or disrupt the Site or any Services or equipment with the intent of causing an excessive or disproportionate load on the infrastructure of Scout Zoo or the Scout Zoo Entities;
(m) forge headers or otherwise manipulate identifiers in order to disguise the origin of any submission; and/or
(n) execute any form of network monitoring or run a network analyzer or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between the Site’s servers or any data not intended for you.
Further, you agree not to use the Services or the Site to participate in:
(o) criminal or tortious activity, including, without limitation, child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets or violation of the privacy or publicity rights of third parties; and
(p) advertising to, or solicitation of, any User to buy or sell any products or services through the Services other than as expressly contemplated by the Site or the Services. You may not transmit any chain letters or junk email to other Users. It is also a violation of these rules to use any information obtained from the Services in order to contact, advertise to, solicit, or sell to any User without their prior explicit consent. In order to protect our Users from such advertising or solicitation.
You agree not to attempt to impersonate another User or other individual, and you acknowledge that the Services are for public and not private communications and that you have no expectation of privacy with regard to any User Content. We cannot guarantee the security of any information you disclose; you make such disclosures at your own risk. Also, you should be skeptical about information provided by others, and you acknowledge that the use of any User Content on this Site is at your own risk.
If you become aware of misuse of the Services by any person, please contact us immediately. Scout Zoo reserves the right, in its sole discretion, to reject, refuse to post or remove any User Generated Content by you, or to restrict, suspend, or terminate your access to all or any part of the Site or Services at any time, for any or no reason, with or without prior notice, and without liability.
You agree to indemnify and hold Scout Zoo and the Scout Zoo Entities harmless from any loss, liability, claim, or demand, including reasonable legal fees, made by any third party due to or arising out of your use of the Site and Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any User Content posted on the Site or through the Services causes Scout Zoo to be liable to another third party or User.
- User Conduct.
- GENERAL TERMS.
- Governing Law.
This Agreement shall be deemed to have been made in, and shall be construed in accordance with the laws of British Columbia, Canada, and its validity, construction, interpretation and legal effect shall be governed by the laws of British Columbia applicable to contracts entered into and performed entirely therein.
If a court with authority over this Agreement finds any provision of it not enforceable, you and us agree that the court should modify the terms of this Agreement to make that provision enforceable while still achieving its original intent. If the court cannot do that, you and us agree to ask the court to remove that unenforceable provision and still enforce the remainder of this Agreement.
No waiver by Scout Zoo of any provision of this Agreement or of any default by you shall affect Scout Zoo’s rights to enforce such provision or to exercise any right or remedy in the event of any other default whether or not similar.
The headings to the Sections of this Agreement are inserted for convenience only and shall not affect the construction of said Sections.
You may not assign or transfer this Agreement or your membership or use of the Services.
Scout Zoo may assign or transfer this Agreement to its affiliates or a third party that acquires Scout Zoo without your consent.
- Changes to this Agreement.
We reserve the right to change the terms of this Agreement with notice to you. We agree that changes to this Agreement cannot be retroactive. If you do not agree to any changes made to this Agreement, you must stop using the Services.
- Notices to Scout Zoo.
You agree that the only way to provide us with notice, legal or otherwise, are at the addresses below
OR BY MAIL at:
Suite 2250 – 1055 West Georgia Street
Vancouver, British Columbia
V6E 3P3 Canada