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Terms of Use

Last Updated: June 11, 2010

These terms govern your use of the MetroMarks.com and MetroMarks’ applications and interfaces for mobile devices (collectively, the “Site”). By accessing, browsing, crawling, scraping or in any way using the Site, you agree to these terms, our privacy policy posted here, and all other guidelines or policies referenced herein (collectively, the "Terms").

Please read the Terms carefully. We reserve the right to change the Terms at any time, effective immediately upon posting on the Site. Your continued use of the Site after any posted modification to the Terms indicates your acceptance of the modification. If you do not agree with the Terms, do not use the Site.

Definitions

The terms "we", "us", “our”, and "MetroMarks" refer to MetroMarks.com. A "user" is someone who accesses, browses, crawls, scrapes, or in any way uses the Site. The terms "you" and "your" refer to you, as a user of the Site.
"Content" means text, images, photos, audio, video, and all other forms of data or communication. "Your Content" means Content that you submit or transmit to or through the Site, such as bookmarks, city and URL suggestions, invitations, and information that you display as part of your account profile. "User Content" means Content that users submit or transmit to or through the Site. "MetroMarks Content" means Content that we create and make available on the Site. "Third Party Content" means Content that is made available on the Site by parties other than MetroMarks or its users, such as data providers who license data to MetroMarks for use on the Site. "Site Content" means all of the Content that is made available on the Site, including Your Content, User Content, Third Party Content, and MetroMarks Content.

Ownership

The names, images and logos identifying the owner or third parties and their products and services are proprietary marks of the owner and/or third parties. Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any trade mark or patent of the owner, or any other third party. Excluding the aforementioned, we own the MetroMarks Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, aggregate user review ratings, and all other elements and components of the Site excluding User Content and Third Party Content. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world (the "IP Rights") associated with the MetroMarks Content and the Site, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the MetroMarks Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Site and the MetroMarks Content are retained by us.

Use of the Site

We grant you permission to use the Site subject to the restrictions in these Terms. In using the Site, you may be exposed to Content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate. MetroMarks does not endorse such Content, and cannot vouch for its accuracy.

Eligibility

You may not use the Site if you are under thirteen (13) years of age. If you use the Site on behalf of a company, entity, or organization, you must be an authorized representative with the authority to bind it to the Terms (which authority you hereby exercise).

Site Availability

We reserve the right to modify, update, or discontinue the Site at our sole discretion, at any time, for any or no reason, and without notice or liability.

Unauthorized Access

We reserve the right to exercise whatever lawful means we deem necessary to prevent unauthorized access to or use of the Site, including, but not limited to, technological barriers, IP mapping, and contacting your Internet Service Provider (ISP) regarding such unauthorized use.

Restrictions of Use

You agree that you will not, and will not assist or enable others to:

User Accounts

To use some of the features on the Site, you may be required to create an account and provide information about yourself to us. You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account. You agree to notify us immediately of any unauthorized use of your account. We reserve the right to close your account at any time for any or no reason. There are two (2) types of accounts:

Permission to Use Your Content

We may use Your Content in a number of different ways, including displaying it on the Site, reformatting it, incorporating it into other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms ("Other Media"). As such, you irrevocably grant us permission to use Your Content for any purpose. You also irrevocably grant the Site's users and the users of any Other Media the right to access Your Content in connection with their use of the Site and any Other Media. Finally, you irrevocably waive, and cause to be waived, any claims and assertions of moral rights or attribution with respect to Your Content.

Responsibility for Your Content

You alone are responsible for Your Content. You assume all risks associated with Your Content, including anyone's reliance on its accuracy, completeness or usefulness, or any disclosure by you of information in Your Content that makes you personally identifiable. You represent that you own, or have the necessary permissions to use, and authorize the use of, Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by MetroMarks.

You may expose yourself to liability if, for example, Your Content violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is false, intentionally misleading, or defamatory; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.

Use of Content

We may remove or reinstate User Content from time to time at our sole discretion. We have no obligation to retain or provide you with copies of Your Content, nor do we guarantee any confidentiality with respect to Your Content.

MetroMarks and its licensees may display advertisements and other information adjacent to or included with Your Content on the Site and Other Media. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.

Reporting Claims of Infringement and Copyright Dispute Resolution
MetroMarks has adopted the following procedures and policies to handle copyright infringement notifications in accordance with the Digital Millennium Copyright Act ("DMCA"). Upon receiving notice of a potential copyright infringement claim, MetroMarks will remove or disable access from the Site the alleged infringing content if such notice complies with the requisite elements under the DMCA. Further, if a user is found to be a repeat offender, MetroMarks may terminate their user account.

Procedure for Reporting Copyright Infringements

If you are a copyright owner or agent thereof, and believe that your copyright is being infringed in connection with the Site, please send a written notification to the Designated Agent detailing the alleged infringement. Your written notification must include:

Please note that MetroMarks may, at its sole discretion, send a copy of such notices to third parties for publication. For example, your letter (with personal information removed) may be forwarded to Chilling Effects (http://www.chillingeffects.org) for publication. Please note that you may be subject to liability under Section 512(f) of the DMCA if you materially misrepresent that content on the Site infringes your copyright.

Procedure to Supply a Counter-Notice to the Designated Agent

If you believe that Content has been mistakenly removed from the Site pursuant to this DMCA policy, you may send a written counter-notice to the Designated Agent including the following:

Address for Designated Agent

Please contact the Designated Agent at the following address:

MetroMarks Legal Department
147 Humewood Dr.
Toronto, ON M6C 2W7

The Designated Agent should only be contacted in connection with the issues raised in this Section. All other inquiries directed to the Designated Agent will not be responded to; instead, such inquiries should be made through the procedures referenced in the “Contacts and Violations” section below.

Termination

We may terminate or suspend your account or ability to use the Site, in whole or in part, at our sole discretion, for any or no reason, and without notice or liability of any kind. For example, we may terminate or suspend your account or ability to use the Site if you breach the Terms or are suspected of involvement in illegal activity. Any such termination or suspension could prevent you from accessing your account, the Site, Your Content, Site Content, or any other related information.

Other Terms and Conditions

Additional terms and conditions may apply to specific portions or features of the Site, including contests, promotions or other similar features, all of which terms are made a part of these Terms by this reference. You agree to abide by such other terms and conditions, including where applicable representing that you are of sufficient legal age to use or participate in such service or feature. If there is a conflict between these Terms and the terms posted for or applicable to a specific portion of the Site or for any service offered on or through the Site, the latter terms shall control with respect to your use of that portion of the Site or the specific service.

Links to Third Party Sites

The Site may contain hyperlinks to sites operated by parties other than MetroMarks. Such hyperlinks are provided for your reference only. We do not control such sites and are not responsible for their contents or the privacy or other practices of such sites. Further, it is up to you to take precautions to ensure that whatever links you select or software you download (whether from the Site or other sites) is free of such items as viruses, worms, trojan horses, defects and other items of a destructive nature. Our inclusion of hyperlinks to such Sites does not imply any endorsement of the material on such Sites or any association with their operators.

Disclaimer of Warranty

METROMARKS DOES NOT PROMISE THAT THE SITE OR ANY CONTENT, SERVICE OR FEATURE OF THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. THE SITE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. METROMARKS CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. METROMARKS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF TITLE, ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. METROMARKS DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTY USERS, METROMARKS USERS, ADVERTISERS, AND/OR SPONSORS ON THE SITE IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY METROMARKS SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST METROMARKS FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.
MetroMarks reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; (2) to modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (3) to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

MetroMarks is not responsible for the products, services, actions, or failure to act of any third party in connection with or referenced on the Site. Without limiting the foregoing, you may report the misconduct of users and/or third-party advertisers or service and/or product providers referenced on or included in the Site to MetroMarks by contacting us through the procedures referenced in the “Contact and Violations” section below. MetroMarks may investigate the claim and take appropriate action, at its sole discretion.

Limitation of Liability

EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT WILL METROMARKS BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THIS SITE OR ANY LINKED SITES, INCLUDING LOST PROFITS, EVEN IF METROMARKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnity

You agree to indemnify and hold MetroMarks, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries, affiliates and other partners harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees) made against MetroMarks by any third party due to or arising out of or in connection with your use of the Site, including your use of the Site to provide a link to another site or to upload content or other information to the Site.

Violation of the Terms

You agree that monetary damages may not provide a sufficient remedy to MetroMarks for violations of these Terms and you consent to injunctive or other equitable relief for such violations.

Disputes

By using or visiting the Site, you agree that the laws of the Province of Ontario, without regard to principles of conflict of laws, will govern these Terms and any dispute of any sort that might arise between you and MetroMarks.

Investigations

We are under no obligation to monitor the Site or Site Content. However, we reserve the right to investigate possible violations of the Terms, block users from the Site, and refer matters to law enforcement authorities for further investigation. We may disclose information to third parties, including Your Content, in accordance with the privacy policy posted here.

Applicable Law

If any term or other provision hereof is determined by any court of competent jurisdiction to be invalid, illegal, or unenforceable in whole or in part by reason of any applicable law or public policy, and such determination becomes final and non-appealable, such term or other provision will remain in full force and effect to the fullest extent permitted by law, and all other terms and provisions hereof will remain in full force and effect in their entirety.

Contact and Violations

Please contact us with any questions regarding these Terms. Please report any violations of the Terms to our legal department through the contact us page here.