We reserve the right at any time to:
Change the terms and conditions of this Agreement; or
Change the Site, including eliminating or discontinuing any content on or feature of the Site.
Any changes we make to this Agreement will be effective automatically seven days after posting such changes on the Site. We may also provide notice of such changes via electronic email or other means. Your continued use of the Site seven days after the posting of such change(s) will be deemed your acceptance of such changes. If you do not agree to any such change(s), please do not access or use the Site. Please return to this page periodically to ensure familiarity with the most current version of this Agreement. Upon our request, you (the user and the parent or legal guardian of the user) agree to acknowledge in writing your assent to the terms and conditions of this Agreement.
1. Code of Conduct.
While using the Site or the Downloaded Software (defined in Section 6), you agree not to:
Access or use, or attempt to access or use, any portion or feature of the Site that you are blocked or restricted from accessing or using, based on the type of your account;
Restrict or inhibit any other user from using the Site, including, without limitation, by means of “hacking” or defacing any portion of the Site;
Allow any other person to use the Site via your username and password;
Express or imply that any statements you make are endorsed by us, without our prior written consent;
Transmit (a) any content or information that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes our or any third party’s intellectual property or other rights; (b) any material, non-public information about publicly traded companies without the authorization to do so; (c) any trade secret of any third party; (d) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or other unsolicited commercial communication (except as otherwise expressly permitted by us); or (e) any phone numbers, addresses, Social Security numbers, credit card numbers or any other private information of third parties;
Engage in spamming or flooding;
Transmit any software or other materials that contain any viruses, worms, Trojan horses, defects, date bombs, spiders, data mining features, time bombs or other harmful or disruptive components;
Modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Site;
Remove any copyright, trademark or other proprietary rights notices contained in the Site; “Frame” or “mirror” any part of the Site without our prior written authorization;
Link to any page of or content on the Site;
Use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents; or
Harvest or collect information about Site visitors or members.
While using the Site, you agree to comply with all applicable laws, rules and regulations.
2. Registration, Access, and Use of Site
In connection with registering to use the Site, you agree to (a) provide accurate, current, and complete information about yourself as prompted by our registration form, and (b) to maintain and update your information to keep it accurate, current, and complete. You acknowledge that, if any information provided by you is untrue, inaccurate, not current, or incomplete, we reserve the right to terminate this Agreement and your use of the Site immediately and without prior notice to you.
As part of the registration process, you will be asked to select a screen name and password if you do not already have one. We may refuse to grant you a UPOPOLIS screen name that impersonates someone else, is or may be illegal, is or may be protected by trademark or other proprietary rights law, is vulgar or otherwise offensive, may cause confusion or is otherwise objectionable, as determined by us in our sole discretion. You will be responsible for the confidentiality and use of your UPOPOLIS screen name and password and agree not to disclose your screen name and password or to transfer or resell your use of or access to the Site to any third party. If you have reason to believe that your account with us is no longer secure, please immediately contact us via:
Mail: Kids’ Health Links Foundation, Attention: Director, UPOPOLIS, 1066 Masters Green, ON L7N 2P1
You are entirely responsible for maintaining the confidentiality of your UPOPOLIS screen name and password and entirely responsible for any and all activities that are conducted through your account.
3. Submissions and Postings
Please note that, because we host message boards, chat rooms, blogs, activities, games and other communication forums found on the Site (collectively, the “Forums”) and therefore redistribute chats, postings and other materials posted or otherwise submitted by you while using the Site, we require certain rights in those chats, postings and materials (collectively, “Materials”). Therefore, sending or transmitting to us Materials, including creative suggestions, ideas, notes, concepts, information, or any other images, pictures and materials, or by posting such Materials to any area of the Site (including by participating in a chat room conversation), you hereby transfer all right, title and ownership to such Materials to us and you hereby grant us a worldwide, nonexclusive, sub-licensable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right and license to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, edit, change, modify in any manner, make, have made, and import such Materials in any media now known or hereafter developed, for any purpose whatsoever, without compensation to the provider or owner of the Materials and you hereby waive any moral rights you may have in any such Materials. You represent and warrant that you have all rights to grant the foregoing license and assignments without any need of third party consents and approvals not already obtained. None of the Materials shall not be subject to any obligation, whether of confidentiality, attribution, or otherwise, on our part and we shall not be liable for any use or disclosure of any such Materials.
In our Forums, users occasionally post messages or make statements that are inaccurate, misleading, or deceptive, whether intentionally or unintentionally. We neither endorse nor are responsible for any opinion, advice, information, or statement made or displayed on the Site or Forums by third parties, whether such third parties are users of the Site, members of the UPOPOLIS Community, or otherwise. We are not responsible for any errors or omissions in articles or postings, for hyperlinks embedded in messages, or for any results obtained from the use of such information or any other Materials. Under no circumstances will we or our affiliates, suppliers, donors, or agents be liable for any loss or damage caused by your reliance on such information obtained through the Site. Please note that we are not responsible for and do not control any third party use of any personally identifiable information which you post on Forums which are accessible to other users of the Site. The opinions expressed in the Forums reflect solely the opinion(s) of the participants or our users and may not reflect the opinion(s) of KHLF. Information on our Forums may be provided by users who are working through their own anger or frustration and, as such, may make disturbing comments to others. We have no obligation to monitor the Site or the Forums, or any other Materials that you or other third parties transmit or post on to the Site or the Forums. We do not have any obligation to install, use, operate or make available any filtering software of any nature in connection with the Site. However, you acknowledge and agree that we have the right (but not the obligation) to monitor the Site and the Forums and the Materials you transmit or post; to alter or remove any such Materials (including, without limitation, any posting to a Forum); and to disclose such Materials and the circumstances surrounding their transmission to any third party in order to operate the Site properly, to protect ourselves, our sponsors, and our users, and to comply with legal obligations or governmental requests.
5. Claims of Copyright Infringement
The Copyright Act (Canada) (the “Copyright Act”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under Canadian copyright law. If you believe in good faith that materials hosted by UPOPOLIS infringe your copyright (for example, Materials posted to the Site on one of our Forums), you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Site are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow KHLF to locate the material on the Site; (d) the name, address, telephone number, and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the Copyright Act permits you to send KHLF a notice. Notices must meet the then current statutory requirements imposed by KHLF. Notices with respect to the Site should be sent to:
via mail: Kids’ Health Links Foundation, Attention: Director, UPOPOLIS, 1066 Masters Green, ON L7N 2P1;
We suggest that you consult your legal advisor before filing a notice. Also, be aware that there can be penalties for false claims under the Copyright Act.
6. Ownership and Restrictions on Use
The Site is operated by us in conjunction with others pursuant to contractual arrangements. You may not copy, reproduce, republish, upload, post, transmit or distribute materials, content or information available on or through the Site from the Site in any way, without our prior written permission. The Site and the selection, compilation, collection, arrangement and assembly thereof are protected by Canadian and international copyright, trademark and other laws, and you acknowledge that these rights are valid and enforceable. The Site may be used solely to the extent necessary for your authorized use of the Site, as provided in this Agreement. Modification of such materials, content or information, or the use thereof for any other purpose is a violation of our copyright and other proprietary rights, and is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Site.
If you download any software from the Site, such software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the “Downloaded Software”) are licensed on a limited basis to you by us or the owner of such Downloaded Software. Title to the Downloaded Software is not transferred to you. You own the medium on which the Downloaded Software is recorded, but we retain all right, title, and interest in and to the Downloaded Software, and all intellectual property rights therein. You may not re-sell, decompile, reverse engineer, disassemble or otherwise reduce the Downloaded Software to a human-perceivable form, or transfer the Downloaded Software to any third party. The trademarks, logos, and service marks displayed on the Site, including the Kids’ Health Links Foundation and UPOPOLIS trademarks (collectively, the “Trademarks”) are the registered and unregistered trademarks of KHLF, its licensors and suppliers, and others. The Trademarks, whether registered or unregistered, may not be used in any manner without the written permission of KHLF. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark.
7. Jurisdictional Issues
The Site is solely directed to individuals residing in the Canada. We make no representation that materials in the Site are appropriate or available for use in other locations. Those who choose to access the Site from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable. The Downloaded Software is further subject to Canadian export controls which you agree to comply with. We reserve the right to limit the availability of the Site and/or any service, item, material, feature or function to any user based on any criteria, including without limitation the type of the user’s account, the user’s age, whether signed written parental or guardian consents requested by us have been received by us, and the user’s geographic area or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such service, item, material, feature or function that we provide at any time in our sole discretion.
8. Activities, Games, Contests
This Agreement shall remain effective until terminated in accordance with its terms. Either KHLF or you may terminate this Agreement immediately upon notice to the other party. In addition, we reserve the right to immediately terminate this Agreement, and/or your access to and use of the Site or any portion thereof at any time and for any reason, with or without cause. Upon termination of this Agreement by any party, your right to access and/or use the Site shall immediately cease, and you shall destroy all materials obtained from the Site and all copies thereof, whether made under the terms of this Agreement or otherwise.
11. Limitation of Liability
Neither KHLF nor its affiliates, licensors, suppliers, partners, donors, and/or agents are responsible or liable for any indirect, incidental, consequential, special, exemplary, punitive or other damages under any theory of liability, including without limitation contract, negligence, strict liability or other theory arising out of or relating in any way to the site and/or content contained on the site, the downloaded software or any product or service obtained through the site. Your sole remedy for dissatisfaction with the site and/or content contained within the site and/or the downloaded software is to stop using the site and/or downloaded software, as applicable. The sole and exclusive maximum liability of KHLF for all damages, losses, and causes of action (whether in contract, tort (including, without limitation, negligence), or otherwise) shall be the total amount paid by you, if any, to KHLF in connection with access to UPOPOLIS. Further, in the event that any remedy hereunder is determined to have failed of its essential purpose, all limitations of liability and exclusions of damages shall remain in effect.
You agree to indemnify, defend and hold us, our officers, directors, employees, agents and representatives harmless from and against any and all claims, damages, losses, costs (including reasonable lawyer’s fees), or other expenses that arise directly or indirectly out of or from (a) your breach of this Agreement, including any violation of the Code of Conduct above; (b) any allegation that any materials that you submit to us or transmit to the Site infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (c) your activities in connection with the Site.
This Agreement is governed by and construed in accordance with the laws of the Province of Ontario, Dominion of Canada, without regards to its principles of conflicts of law. Any dispute, claim or matter arising from or relating to your use of the Site, the Downloaded Software or this Agreement shall be subject to the exclusive jurisdiction of the provincial and federal courts located in the City of Hamilton and the Province of Ontario, and you hereby waive any jurisdictional, venue, or inconvenient forum objections to such courts. If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
This is the entire Agreement between you and KHLF relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between you and KHLF. This Agreement is not assignable, transferable or sublicenseable by you except with KHLF’ prior written consent. Any waiver by KHLF must be in writing in order to be valid. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.