Thank you for using MadWhips!
1. Using MadWhips
a. Who can use MadWhips
You may use our Products and Services only if you can form a binding contract with MadWhips, and only in compliance with this Agreement and all applicable laws. When you create your MadWhips account, you must provide us with accurate and complete information. If you open an account on behalf of a company, organization, or other entity, then (a) "you" includes you and that entity, and (b) you represent and warrant that you are authorized to grant all permissions and licenses provided in this Agreement and bind the entity to this Agreement, and that you agree to the terms of this Agreement on the entity's behalf. Some of our Products and Services may be software that is downloaded to your computer, phone, tablet, or other device. You agree that we may automatically upgrade those Products and Services, and this Agreement will apply to such upgrades.
b. Our license to you
Subject to this Agreement and our policies (including our Acceptable Usage Policy), we grant you a limited, non-exclusive, non-transferable, and revocable license to use our Products and Services.
2. Your Content
a. Posting content
MadWhips allows you to post content, including photos, comments, links, and other materials. Anything that you post or otherwise make available through our Products and Services is referred to as "User Content." You retain all rights in, and are solely responsible for, the User Content you post to MadWhips.
b. How MadWhips and other users can use your content
You grant MadWhips and its users a non-exclusive, royalty-free, transferable, sub licensable, worldwide license to use, store, display, reproduce, modify, create derivative works, perform, and distribute your User Content through social media accounts such as Instagram, Facebook , Twitter, Pinterest while providing credit and linking to your social networking account. Nothing in this Agreement shall restrict other legal rights MadWhips may have to User Content, for example under other licenses. We reserve the right to remove or modify User Content for any reason; including User Content that we believe violates this Agreement or our policies.
c. How long we keep your content
Following termination or deactivation of your account, or if you remove any User Content from MadWhips, we may retain your User Content for a commercially reasonable period of time for backup, archival, or audit purposes. Furthermore, MadWhips and its users may retain and continue to use, store, display, reproduce, modify, create derivative works, perform, and distribute any of your User Content that other users have stored or shared through MadWhips.
3. Copyright Policy
MadWhips has adopted and implemented the MadWhips Copyright Policy in accordance with the Copyright Act (Canada) as amended.
MadWhips respects the intellectual property rights of others and expects its users to do the same. It is MadWhips's policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others.
MadWhips will respond expeditiously to claims of alleged copyright infringement committed by users of the Products and Services that are reported to MadWhips.
If you are a copyright owner, or are authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Site by completing the following Notice of Alleged Infringement and delivering it to MadWhips, attention: Copyright Compliance Dept. at the address indicated below. Upon receipt of the Notice as described below, MadWhips will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Products and Services.
Notice of Alleged Infringement ("Notice").
1. Identify the copyrighted work that you claim has been infringed, or - if multiple copyrighted works are covered by this Notice - you may provide a representative list of the copyrighted works that you claim have been infringed.
2. Identify (i) the material that you claim is infringing (or to be the subject of infringing activity) and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material, including at a minimum, if applicable, the URL of the link shown on the Site where such material may be found, and (ii) the reference or link, to the material or activity that you claim to be infringing, that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate that reference or link, including at a minimum, if applicable, the URL of the link shown on the Site where such reference or link may be found.
3. Provide your mailing address, telephone number, and, if available, email address.
4. Include both of the following statements in the body of the Notice:
"I hereby state that I have a good faith belief that the disputed use of the copyrighted material or reference or link to such material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)."
"I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed."
5. Provide your full legal name and your electronic or physical signature.
Deliver this Notice, with all items completed, to MadWhips attention: Copyright Compliance Dept.:
MadWhips, Attention Copyright Compliance Dept.
808 Brannan St.
San Francisco, CA 94103-4904
Telephone +1 650 308 4604
Facsimile +1 415 762 7101
What if I receive a Copyright Complaint notification?
If you receive a notification that any of your User Content has been removed due a copyright complaint, it means that such content has been deleted from MadWhips at the request of the content's owner. If your account receives too many copyright complaints, you may lose the ability to upload new User Content on MadWhips, and your account may be disabled completely.
If you believe some of your User Content was removed in error, you have the option to file a counter-notice by following the steps below. When we receive a valid counter-notice, we will forward a copy to the person who filed the original complaint. If we do not receive notice within ten (10) business days that the submitter of the original complaint is seeking a court order to prevent further infringement of the content at issue, we will remove the complaint from your account's record, and we may replace the content that was removed.
Note: There are legal and financial consequences for fraudulent and/or bad faith submissions. Before submitting a counter-notice, be sure that you are the actual rights holder of the removed content or that you have a good faith belief that the material was removed in error, and understand the repercussions of submitting a false claim.
How to File a Counter-Notice
2. Include ALL of the following:
a. Your name, address, and telephone number.
b. The source address of the content that was removed (copy and paste the link in the notification email).
c. A statement under penalty of perjury that you have a good faith belief that the content was removed in error.
d. A statement that you consent to the jurisdiction of Superior Court of Justice for the Province of Ontario, or if your address is outside of the Ontario, Canada, for any judicial district in which MadWhips may be found, and that you will accept service of process from the person who provided the original complaint or an agent of such person.
e. A physical or electronic signature (for example, typing your full name).
3b. Trademark Policy
MadWhips respects the trademark rights of others. Accounts with usernames, or any other content that misleads others or violates another's trademark may be updated, transferred or permanently suspended.
We care about the security of our users. While we work to protect the security of your content and account, MadWhips cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Please notify us immediately of any compromise or unauthorized use of your account.
5. Third-Party Links, Sites, and Services
Our Products and Services may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by MadWhips. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third party website, service, or content from MadWhips, you do so at your own risk and you agree that MadWhips will have no liability arising from your use of or access to any third-party website, service, or content.
MadWhips may terminate or suspend this Agreement at any time, with or without cause. Upon termination, you continue to be bound by Sections 2 and 6-12 of this Agreement.
If you use our Products and Services for commercial purposes, as determined in our sole and absolute discretion, you agree to indemnify and hold harmless MadWhips and its officers, directors, employees and agents, from and against any claims, suits, proceedings, disputes, demands, liabilities, damages, losses, costs and expenses, including, without limitation, reasonable legal and accounting fees (including costs of defense of claims, suits or proceedings brought by third parties), in any way related to (a) your access to or use of our Products and Services, (b) your User Content, or (c) your breach of any of this Agreement.
The Products and Services and all included content are provided on an "as is" basis without warranty of any kind, whether express or implied.
MADWHIPS SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
MadWhips takes no responsibility and assumes no liability for any User Content that you or any other user or third party posts or transmits using our Products and Services. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, MADWHIPS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PRODUCTS AND SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE PRODUCTS AND SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; OR (C) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL MADWHIPS'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE PRODUCTS AND SERVICES EXCEED ONE HUNDRED CANADIAN DOLLARS (CDN $100.00).
For any dispute you have with MadWhips, you agree to first contact us and attempt to resolve the dispute with us informally. If MadWhips has not been able to resolve the dispute with you informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement by binding arbitration in accordance with the rules and regulations of the Arbitration Act, 2001 (Ontario) for the conduct of arbitrations in effect at the date of commencement of such arbitration, based upon the following: (i) the arbitration shall be conducted by a single arbitrator. The arbitrator shall be appointed by agreement between the Parties or, in default of agreement, such arbitrator shall be appointed by a Judge of The Superior Court of Justice upon application of any of the parties. A Judge of The Superior Court of Ontario shall be entitled to act as such arbitrator, if he or she so desires; (ii) the arbitrator shall be instructed that time is of the essence in proceeding with the determination of any dispute, claim, question or difference and, in any event, the arbitration decision must be rendered within thirty (30) days of the submission of such dispute to arbitration; (iii) the arbitration decision shall be given in writing and shall be final and binding on the Parties, not subject to any appeal, and shall deal with the question of costs of arbitration and all matters related thereto; and (iv) judgment upon the decision rendered may be entered in any court having jurisdiction, or, application may be made to such court for a judicial recognition of the decision or any order of enforcement thereof, as the case may be. Nothing in this Section 10 shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized access to the Products and Services. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND MADWHIPS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
11. Governing Law and Jurisdiction
This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without respect to its conflict of laws principles. We each agree to submit to the personal jurisdiction of The Superior Court of Justice located in Toronto, Ontario, Canada for any actions not subject to Section 10 (Arbitration).
Our Products and Services are controlled and operated from Ontario, Canada, and we make no representations that they are appropriate or available for use in other locations.
12. General Terms
Notification Procedures and Amendments. MadWhips reserves the right to determine the form and means of providing notifications to you, and you agree to receive legal notices electronically if we so choose. We may revise this Agreement from time to time and the most current version will always be posted on our website. If a revision, in our sole discretion, is material we will notify you. By continuing to access or use the Products and Services after revisions become effective, you agree to be bound by the revised Agreement. If you do not agree to the new terms, please stop using the Products and Services.
Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by MadWhips without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and MadWhips's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Relationship. Nothing contained in this Agreement will be construed to make the parties’ partners, joint ventures, principles, agents or employees of the other. Neither party will have the right, power, or authority, express or implied, to bind the other party.