This agreement governs the terms and conditions by which you, the Customer, obtain the right to access and use proprietary content provided by TV Media Inc.
Capitalized terms used but not defined in this Subscription Agreement have the meanings provided in the Terms of Service (as made available on our website), which together with this Subscription Agreement and your Subscription Order constitute your contract with us.
Please read this agreement carefully before accessing the Licensed Data. By accessing any portion of the Licensed Data you are agreeing to the following terms.
1.1 “Customer”, “you” and “your” means the customer purchasing the Licensed Data subscription including any business entity on whose behalf this contract is made.
1.2 “Customer Data” means all electronic data and/or information submitted by you in connection with your access to and use of the Licensed Data.
1.3 “Documentation” means the on-line technical information or materials developed by Licensor relating to the Licensed Data or any part of it.
1.4 “Licensed Data” means Licensor’s television listings data. The Licensed Data does not include Internet access and does not extend to any commercial entity’s retail hardware or software application that has been created to use such data.
1.5 “Subscription Fees” means the fees you pay to the Licensor for access to the Licensed Data.
1.6 “Subscription Order” means the form completed by you when ordering subscription to the Service.
1.7 “Licensor”, “we, “us” and “our” means TV Media Inc., a Canadian federal corporation.
2.1 Licensor makes the Licensed Data available to Customer pursuant to this agreement for Customer’s own personal use, non-commercial purposes and not for resale or sublicensing.
2.2 Licensor grants to Customer for the term of the agreement, a non-exclusive, revocable, non-transferable license, without the right to sublicense or redistribute, to allow Customer to access and use the Licensed Data pursuant to the provisions of this agreement.
2.3 Licensor shall use commercially reasonable efforts to make the Licensed Data available to Customer twenty-four (24) hours a day, seven (7) days a week, except for (a) scheduled maintenance downtime or (b) any unavailability caused by circumstances beyond Licensor’s reasonable control, including without limitation, fire, flood, or other damage caused by an act of nature; acts of government; civil unrest or disobedience; acts of terror or of a public enemy; strikes, lockouts, or other labor troubles; or Internet service provider failures or delays.
2.4 Licensor may at any time and in its sole discretion change the formatting of Licensed Data for any reason, including, without limitation, technical requirements.
3.1 Subscription Fees for the Licensed Data and any other fees, if applicable, are set forth in the Subscription Order you submit and are due and payable in accordance with the payment terms shown therein.
3.2 Subscription Fees are non-refundable.
3.3 Recurring Subscription Fees. By enrolling as a Licensed Data subscriber you agree to pay to Licensor the Subscription Fees applicable at the time of your enrollment and as modified by Licensor from time to time.
RECURRING BILLING. PLEASE READ THIS SECTION CAREFULLY. THIS SECTION DISCUSSES THE NEGATIVE BILLING OPTION INVOLVING THE LICENSED DATA FOR WHICH YOU ARE ENROLLING. YOU WILL BE DEEMED TO HAVE ORDERED AND BE LIABLE FOR ONGOING PAYMENTS FOR THE LICENSED DATA MADE AVAILABLE TO YOU, UNLESS THAT, SUBJECT TO THE TERMS OF THIS SECTION, YOU REQUEST THAT WE STOP PROVIDING THE LICENSED DATA TO YOU AND/OR CANCEL YOUR SUBSCRIPTION.
When you enroll to use our proprietary Licensed Data and related digital tools you are agreeing to pay the recurring Subscription Fee applicable to the Licensed Data and as the same may be modified by us from time to time until you cancel your subscription.
The recurring Subscription Fees are payable at the start of the license period. Using the payment information provided in your Subscription Order your payment method will be automatically charged prior to the commencement of each license period, the duration of which is defined in the Subscription Order.
3.4 Trial Period. At the conclusion of any free trial period, your account will automatically renew for a new license period as selected on the Subscription Order and your credit card will automatically be charged prior to the new license period’s commencement.
3.5 Cancellation during Trial Period. Accounts may be cancelled during the trial period and the account will not be charged any Subscription Fees.
3.6 How to Cancel a Subscription. Unless you follow the subscription cancellation procedures set forth below you will continue to receive access to the Licensed Data and your payment method on file will be automatically charged. You may terminate the auto-renewal of any Subscription Fee at any time by logging into your Customer account, navigating to the Manage Subscription page and clicking the link to ‘Cancel Subscription’. Your request for cancellation will be processed immediately; however, you shall be responsible for payment for any license period that has already commenced at the time of your cancellation. Cancellation requests submitted prior to the end of a license period will not result in the return or refund of any partial fee. All Subscription Fees are non-refundable. Any attempt to cancel a Customer subscription using methods other than the procedure set forth in this Agreement (e.g., via email, fax or telephone) will not be recognized or processed by us.
4.1 Each subscription shall entitle Customer to access and use the Licensed Data subject to the terms of this agreement. Subscriptions shallnot be shared or used by more than one user.
4.2 You (i) are responsible for all activities occurring under your user accounts; (ii) are responsible for the content of all your Customer Data; (iii) shall use commercially reasonable efforts to prevent unauthorized access to or use of the Licensed Data and shall notify Licensor promptly of any such unauthorized use you become aware of; and (iv) you shall comply with all applicable local, state, federal and foreign laws and regulations in using the Licensed Data.
4.3 You may use the Licensed Data solely for personal use and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, publish, time share or otherwise commercially exploit or make the Licensed Data available to any third party; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (iv) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Licensed Data or the data contained therein; or (vi) attempt to gain unauthorized access to the Licensed Data or its related systems or networks.
4.4 Customer shall be responsible for maintaining the confidentiality of Customer passwords. If Customer becomes aware of any unauthorized access to the Licensed Data, Customer shall notify Licensor immediately.
4.5 Customer has the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use Customer Data.
4.6 Customer shall not (a) allow any third party to access, operate or otherwise use the Licensed Data, (b) copy, duplicate, modify, create derivative works from or distribute all or any portion of the Licensed Data, (c) reverse engineer, decompile or disassemble any portion of the Licensed Data or other products or processes accessible through the Licensed Data, (d) attempt to gain unauthorized access to the Licensed Data or its related systems, (e) access the Licensed Data in order to (i) build a competitive product or Licensed Data, or (ii) copy any ideas, features, functions or graphics of the Licensed Data or any part of it.
4.7 Customer shall contract separately with an Internet Service provider (ISP) for access to the Internet in order to access and use the Licensed Data. Customer acknowledges that performance of the Licensed Data may be affected by inadequate Internet Service. Customer shall ensure that its ISP provides Customer with adequate bandwidth to access and use the Licensed Data.
5.1 All content available for licensing at the Licensor website such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations and software, is the property of Licensor or its content suppliers and is protected by international copyright laws. The compilation of all content on the Licensor website is the exclusive property of the Licensor and is protected by international copyright laws. All Software used on this Site is the property of the Licensor and is protected by international copyright laws. All of the trademarks, Licensed Data marks, brand and trade names appearing on the Site including without limitation “Licensor” and any design logo(s) we use are each the proprietary intellectual property of the Licensor or the owners of such marks or names. Any use of any of such content without our written permission is expressly prohibited.
6.1 Customer shall indemnify and hold Licensor harmless from and against any and all loss, liability and expense (including court costs and reasonable attorney’s fees) relating to third party claims, demands, or actions arising from or related to Customer Data or Customer’s use of the Licensed Data in violation of this agreement.
7.1 You represent and warrant to Licensor that (i) you have the authority to enter into this agreement and to perform all of your obligations and (iii) if you are a business entity that it is duly organized and validly existing under the laws of its state of formation.
7.2 LICENSED DATA IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. LICENSOR SPECIFICALLY DISCLAIMS AND CUSTOMER WAIVES ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE LICENSED DATA INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEMS INTEGRATION, AND DATA ACCURACY. LICENSOR DOES NOT WARRANT THAT USE OF THE LICENSED DATA WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, THAT ANY DEFECTS IN THE LICENSED DATA WILL BE CORRECTED OR THAT THE LICENSED DATA IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
7.3 IN NO EVENT SHALL LICENSOR BE LIABLE TO CUSTOMER OR ANY USER FOR DAMAGES THAT RESULT IN ANY WAY FROM USE OF THE LICENSED DATA, OR CUSTOMER’S INABILITY TO USE THE LICENSED DATA. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR SHALL NOT BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL OR INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
7.4 IN NO EVENT SHALL LICENSOR’S LIABILITY TO CUSTOMER EXCEED THE AMOUNT OF SUBCRIPTION FEES ACTUALLY PAID BY CUSTOMER FOR THE LICENSED DATA.
7.5 No oral or written information or advice given by Licensor, its distributors, agents or employees shall create a warranty, or in any way increase the scope of Licensor’s liability, and you may not rely on any such information or advice.
8.1 This agreement shall continue until it expires or is terminated by you or Licensor as provided below.
8.2 Customer may terminate its subscription for convenience at any time.
8.3 Licensor may terminate this agreement in the event that (i) you materially breach this agreement, or (ii) if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
8.4 In the event of any termination of your access to the Licensed Data, (i) Licensor will disable access to the Licensed Data; (ii) Customer shall purge all Licensed Data from any and all computers and equipment.
9.1 This agreement, together with the Terms of Service and the Subscription Order, contains the entire agreement of the parties hereto with respect to the subject matter hereof. Any amendments to or modifications of this agreement shall be valid only if made in writing and agreed by both parties, except that Licensor may change the Terms of Service unilaterally at any time without a writing or notice to Customer.
9.2 This agreement is not assignable or transferable by Customer.
9.3 Nothing in this Agreement and its performance shall be construed as creating a joint venture, partnership or agency between you and Company.
9.4 Should one or more of the provisions of this agreement, including the Terms of Service and Subscription Order, as applicable, be held to be invalid by a court or other tribunal of competent jurisdiction, the remaining provisions of the agreement shall be valid and binding as though such provision were not included herein.
9.5 Licensor is not responsible for any delay or failure to provide any Licensed Data or perform any act required hereunder, in whole or in part, due to reasons beyond its control, including, without limitation, federal, state or municipal action or regulation; strikes, lockouts, or other labor troubles; fire, flood, or other damage caused by an act of nature; accident or other casualty; Internet blackout or brownouts, failure or delay in transportation; insurrection, riot or other acts of civil disobedience or of a public enemy.
9.6 Licensor reserves the right to make changes to this Agreement. Notice of such changes, as well as any other notices regarding Licensor’s services, may be made via email or through Licensor’s website, or both.
9.7 This agreement shall be governed by the federal laws of Canada and the provincial laws of Ontario without regard to conflict of law provisions. If a dispute or claim relating to the agreement arises, the parties shall promptly attempt in good faith to resolve the dispute by negotiation between them. If the dispute remains unresolved, the parties consent to the exclusive jurisdiction of local, provincial and federal courts located in Ottawa, Canada.
9.8 If any action at law or in equity is brought to enforce or interpret any of the provisions of this agreement, the prevailing party shall be entitled to reasonable attorney’s fees and expenses, including expert witness fees, and court costs, in addition of any other relief to which it may be entitled.
9.9 Any notice or other communication between the parties given hereunder shall be in writing and shall be given by overnight courier, or by mail (registered or certified mail, postage prepaid, return receipt requested) or confirmed email transmission.