EASEL.CA WEB SITE TERMS OF USE

1. Acceptance

Welcome to Easel's web site, uneasel.com or easel.ca (collectively, the "Web Site").

This Web Site is provided by Easel as a service to our customers. Please review the following basic rules that govern your use of the Web Site (the "Terms of Use"). PLEASE NOTE THAT YOUR USE OF THE WEB SITE CONSTITUTES YOUR UNCONDITIONAL AGREEMENT TO FOLLOW AND BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO (OR CANNOT COMPLY WITH) ANY OF THESE TERMS OF USE, DO NOT USE THIS WEB SITE.

Although you may "bookmark" a particular portion of the Web Site and thereby bypass this Agreement, your use of this Web Site still binds you to these Terms of Use.

Easel reserves the right to update or modify these Terms of Use at any time without prior notice to you. Your use of the Web Site following any such change constitutes your unconditional agreement to follow and be bound by these Terms of Use as changed. For this reason, we encourage you to review these Terms of Use whenever you use this Web Site.

1. Use of this Web Site - Age Restriction

By accepting these Terms of Use through your use of the Web Site, you certify that you are eighteen (18) years of age or older. If you are a parent or legal guardian agreeing to these Terms of Use for the benefit of a child under the age of eighteen (18), be advised that you are fully responsible for his or her use of the Web Site, including all financial charges and legal liability that he or she may incur.

2. Use of Web Site - Content

All materials, including images, text, illustrations, designs, icons, photographs, performances, programs, video clips, written materials, and literary, artistic and musical works that are part of or available through this Web Site, including the design, structure, selection, arrangement, and "look and feel" of the Web Site, (collectively the "Contents") are provided solely for your personal, non-commercial use. You may download and copy a single copy of the files comprising the Contents for your personal, non-commercial use only. No right, title or interest in any of the Contents is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Contents or the Web Site. Any other use, including the reproduction, modification, distribution or transmission through any means including by use of a peer-to-peer network, display, sale, lending, public performance or communication to the public by telecommunications of the Contents is strictly prohibited.

3. Intellectual Property Rights

This Web Site and all Contents are the property of Easel or its suppliers and protected by Canadian and international intellectual property and unfair competition laws. The compilation (meaning the selection, arrangement, and assembly) of all Contents on this Web Site is the exclusive property of Easel and is also protected by Canadian and international copyright laws. Access to this Web Site does not confer and shall not be considered as conferring upon anyone any license to any of the Content under any of Easel's or any third party's intellectual property rights. Easel and its suppliers and licensors expressly reserve all intellectual property rights in all Content, including text, images, music files, computer programs, audio-visual and cinematographic works and other materials which appear on this Web Site.

The Easel names and logos, including Easel, unEasel.com, easel.ca and the Easel Logo, and all product and service names, designs, logos, marks and slogans used in relation to Easel's services and business, are trade-marks or service marks of Easel. All other marks are the property of their respective companies. No trade-mark or service mark license is granted in connection with the materials contained on this Web Site. Access to this Web Site does not authorize anyone to use any name, logo or mark in any manner.

4. Third Party Web Sites and Hyperlinks

References on this Web Site to any names, marks, information, products or services of third parties or hypertext links to third party web sites or information are provided solely as a convenience to you and do not in any way constitute or imply Easel's endorsement, sponsorship or recommendation of the third party, its web site, information, product or service. Easel is not responsible for the content of any third party web sites and does not make any representations regarding the content or accuracy of material on such Web Sites. If you decide to link to any such third party web sites, you do so at your own risk.

You may link to this Web Site by way of hyperlink only to the home page of this Web Site; "deep-linking" is strictly prohibited.

5. Web Site Security

Users are prohibited from violating or attempting to violate the security of the Web Site, including, without limitation, accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Web Site, overloading, "flooding", "spamming," "mailbombing" or "crashing;" sending unsolicited e-mail, including promotions and/or advertising of products or services; reproducing or circumventing the navigational structure or presentation of the Web Site or any Contents; or forging an TCP/IP packet header or any part of the header information on any e-mail or newsgroup posting. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Web Site, or any other customer of Easel, including any account not owned by you, to its source, or exploit the Web Site or any service or information made available or offered by or through the Web Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Web Site. You may not "hack" or "password mine" this Web Site. Violations of system or network security may result in civil or criminal liability. Easel will investigate suspected violations and may engage and co-operate with law enforcement authorities in prosecuting users who are involved in such violations.

You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of this Web Site. You agree not to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search this Web Site other than the search engine and search agents available from Easel on this Web Site, and other than generally available third party web browsers (e.g., Mozilla Firefox, Netscape Navigator, Microsoft Explorer).

6. User Reviews, Feedback, Submissions

All reviews, comments, feedback, postcards, suggestions, ideas, and other submissions disclosed, submitted or offered to Easel on or by this Web Site or otherwise disclosed, submitted or offered in connection with your use of this Web Site (collectively, the "Comments") shall be and remain Easel's property. Such disclosure, submission or offer of any Comments shall constitute assignment to Easel of all-world-wide rights, titles, and interests in all copyrights and other intellectual property rights in the Comments. Easel will be entitled to use, reproduce, disclose, modify, adapt, create derivative works from, publish, display and distribute any Comments you submit for any purpose whatsoever, without restriction and without compensating you in any way. Easel shall not be limited in any way in its use, commercial or otherwise, of any Comments. Easel is and shall be under no obligation:

a) to maintain any Comments in confidence;

b) to pay to user any compensation for any comments; or

c) to respond to any user Comments.

You agree that any Comments submitted by you to the Web Site will not violate these Terms of Use or any right of any third party, including copyright, trade-mark, privacy or any other third party personal or proprietary right(s), and will not cause injury to any person or entity. You further agree that no Comments submitted by you to Easel on or by this Web Site will be or will contain libelous or otherwise unlawful, threatening, abusive or obscene material, or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any form of "Spam". Easel does not regularly review posted Comments, but does reserve the right (but not the obligation) to monitor and edit or remove any Comments submitted to the Web Site. You grant Easel the right to use the name that you submit in connection with any Comments. You agree not to use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of any Comments you submit. You are and shall remain solely responsible for the content of any Comments you make and you agree to indemnify Easel and its affiliates for all claims resulting from any comments you submit. Easel and its affiliates take no responsibility and assume no liability for any Comments submitted by you or any third party. Recognizing the global nature of the Internet, you agree to comply with all local rules in your jurisdiction regarding online conduct and acceptable Comments. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from Canada or the country in which you reside.

7. Disclaimer

THIS WEB SITE AND ITS CONTENTS ARE PROVIDED BY EASEL ON AN "AS IS" AND "AS AVAILABLE" BASIS. EASEL, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, VENDORS AND SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE WEB SITE OR ITS OPERATION, AS TO YOUR USE OF THE WEB SITE PROVIDING SPECIFIC RESULTS, OR AS TO THE CONTENTS, INFORMATION, SERVICES OR PRODUCTS AVAILABLE ON OR THROUGH THIS WEB SITE, INCLUDING THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE WEB SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES, AND TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, DISCLAIM ALL SUCH WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

YOU ACKNOWLEDGE THAT YOUR USE OF THE WEB SITE IS AT YOUR SOLE RISK, AND THAT EASEL AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, VENDORS AND SUPPLIERS ASSUME NO RESPONSIBILITY FOR ANY CONSEQUENCES, DAMAGE OR LOSS RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION YOU TAKE BASED ON THE INFORMATION, SERVICES, OR OTHER MATERIAL ON THIS WEB SITE. EASEL DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE WEB SITE AND/OR ANY EASEL SERVICES.

THIS DISCLAIMER DOES NOT APPLY TO ANY PRODUCT WARRANTY OFFERED BY THE MANUFACTURER OF AN ITEM.

THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS OF USE.

Some jurisdictions do not allow limitations on how long an implied warranty lasts, so the foregoing limitations may not apply to you.

Your use of this Web Site is subject to the additional disclaimers and caveats that may appear throughout the Web Site.

8. Limitation of Liability

Under no circumstances and under no legal or equitable theory, whether in tort, contract, strict liability or otherwise, shall Easel or any of its directors, officers, employees, affiliates, agents, vendors or suppliers be liable to you or to any other person for any indirect, special, incidental or consequential losses or damages of any nature arising out of or in connection with the use of or inability to use this Web Site, or out of or in connection with Easel's products or services, including, without limitation, damages for lost profits, loss of goodwill, loss of data, work stoppage, accuracy or results, intellectual property right infringement, or computer failure or malfunction, even if an authorized representative of Easel has been advised of or should have known of the possibility of such damages.

Your sole remedy against Easel for dissatisfaction with the Web Site or any content is to stop using the Web Site or any such content. This limitation of relief is a part of the bargain between the parties.

If, notwithstanding the other provisions of these Terms of Use, Easel is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Web Site or any Content, Easel's liability shall in no event exceed the total of any fees with respect to any service or feature of or on the Web Site paid in the six months prior to the date of the initial claim made against Easel. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.

9. Indemnification

You agree to defend, indemnify and hold harmless Easel, its directors, officers, employees, affiliates, agents, vendors and suppliers from and against any and all claims, damages, costs and expenses, including attorney's fees, arising from or related to your use of the Web Site, due to or arising out of Comments you submit, post, transmit or make available through the Service, your use of the or connection to the Web Site, your violation of these Terms of Use, or your violation of any rights of another.

10. Privacy and Accounts

Easel respects the privacy rights of its artists, suppliers and customers. Our Privacy Policy forms an integral part of these Terms of Use, and you agree to be bound by its terms and conditions. You may review our Privacy Policy here: Privacy Policy. Additionally, by using the Web Site, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Web Site may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.

Certain features or services offered on or through the Web Site may require you to open an account (including setting up an ID and password). In consideration of your use of those services, you agree to:

a) provide true, accurate, current and complete information about yourself as prompted by the Web Site's registration form (such information being the "Registration Data") and

b) maintain and promptly update the Registration Data to keep true, accurate, current and complete.

If you provide any Registration Data that is untrue, inaccurate, not current or incomplete, or Easel has reasonable grounds to suspect that such Registration Data is untrue, inaccurate, not current or incomplete, Easel has the right to suspend or terminate your account and refuse any and all current or future use of the Web Site (or any portion thereof).
You are entirely responsible for maintaining the confidentiality of your account information, including your password, and for any and all activity that occurs under your account. You agree to notify Easel immediately of any unauthorized use of your account or password, or any other breach of security. However, you may be held liable for losses incurred by Easel or any other user of or visitor to the Web Site due to someone else using your ID, password or account.

You may not use anyone else's ID, password or account at any time without the express permission and consent of the holder of that ID, password or account. Easel cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

11. Modifications to Service

Easel reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Web Site (or any part thereof) with or without notice. You agree that Easel shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Web Site.

12. Violation and Termination

Easel may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Web Site, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Easel's rights or property, or the rights or property of visitors to or users of the Web Site, including Easel's customers and suppliers. Easel reserves the right at all times to disclose any information that Easel deems necessary to comply with any applicable law, regulation, legal process or governmental request. Easel also may disclose your information when Easel determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

You acknowledge and agree that Easel may preserve any transmittal or communication by you with Easel through the Web Site or any service offered on or through the Web Site, and may also disclose such data if required to do so by law or Easel determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms of Use, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of Easel, its employees, suppliers, users of or visitors to the Web Site, and the public.

You agree that Easel may, in its sole discretion and without prior notice, terminate your access to the Web Site and/or block your future access to the Web Site if we determine that you have violated these Terms of Use or other agreements or guidelines which may be associated with your use of the Web Site. You also agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to Easel, for which monetary damages would be inadequate, and you consent to Easel obtaining any injunctive or equitable relief that Easel deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Easel may have at law or in equity.

You agree that Easel may, in its sole discretion and without prior notice, terminate your access to the Web Site, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Web Site or any service offered on or through the Web Site, or (4) unexpected technical issues or problems.

If Easel does take any legal action against you as a result of your violation of these Terms of Use, Easel will be entitled to recover from you, and you agree to pay, all reasonable attorneys' fees and costs of such action, in addition to any other relief granted to Easel. You agree that Easel will not be liable to you or to any third party for termination of your access to the Web Site as a result of any violation of these Terms of Use.

13. General

a) These Terms of Use represent the complete agreement between you and Easel in respect of your use of this Web Site and supersedes all prior agreements and representations between us. Your use of certain services, information or products offered by Easel on or through this Web Site may be governed by additional terms particular to your use of those services, information or products.
b) Headings used in these Terms of Use are for reference purposes only and in no way define or limit the scope of the section.
c) If any provision of these Terms of Use is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the other terms of these Terms of Use shall remain in full force and effect.
d) These Terms of Use shall be governed by and construed under Ontario law without regard to conflicts of law provisions. Any action or proceeding arising out of or related to these Terms of Use or your use of this Web Site must be brought in the Provincial Courts of Ontario and you consent to the exclusive personal jurisdiction of such Courts.

14. Digital Millennium Copyright Act (DMCA) Notice

Procedure for Making and Responding to Claims of Copyright Infringement

You agree that your use of this Web Site and its Contents are governed by Canadian law, and that the Digital Millennium Copyright Act (the "DMCA") does not apply to such use. Notwithstanding the foregoing, it is the policy of Easel to respond to claims of copyright infringement. We will promptly process and investigate notices of alleged infringement by third parties and will take appropriate actions.

Notifications of claimed copyright infringement by third parties should be sent to Easel's Designated Agent at the address listed below. If you believe that your work has been infringed under Canadian copyright law and is accessible on this Web Site, please notify us by contacting our Designated Agent. Even if you believe that the alleged infringing work was not posted by a third party, please send all notifications of claimed copyright infringement to the Designated Agent.

To be effective, notification of third party copyright infringement claims must be a written communication to Easel's Designated Agent that includes the following:
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 at a single online Web Site are covered by a single notification, a representative list of such works at that Web Site;
c) identification of the material that is claimed to be infringed 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 Easel to locate the material;
d) information reasonably sufficient to permit Easel to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party can be contacted;
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 alleged infringed.

Easel's Designated Agent for claims of copyright infringement can be reached as follows: designated.agent@easel.ca. This contact information is only for reporting claims of copyright infringement. Contact information for other matters is provided elsewhere on this Web Site.

Upon receipt of a valid notification of alleged copyright infringement by a third party, Easel shall remove or disable access to the material identified in the notice, forward the written notification to the alleged infringer, and make reasonable efforts to notify the alleged infringer that it has removed or disabled access to this material.
You should be aware that, under Canada's copyright laws, the DMCA and other international copyright laws, claimants who make misrepresentations concerning copyright infringement may be liable for any damages, including costs and attorney's fees, incurred by the alleged infringer or by Easel, if injured by relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringed.

If a notice of copyright infringement has been filed against you, you may file a counter notification with the Designated Agent at the address listed above.
To be effective, a counter notification must be a written communication provided to the Easel's Designated Agent that includes the following:
a) a physical or electronic signature;
b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
d) your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Ontario Courts or the Federal Court of Canada and that you will accept service of process from the complainant who provided the original notification or an agent of such person or entity.

If Easel receives a valid counter notification, it shall provide the complainant with a copy of the counter notification, inform the complainant that it will replace the removed material or cease disabling access to it in ten (10) to fourteen (14) business days from receipt of the counter notification, provided that an action has been filed seeking a court order to restrain the alleged infringer from engaging in infringing activity relating to the material on Easel's system.

You should be aware that the DMCA provides substantial penalties for a false counter notice filed in response to a notice of copyright infringement.

Claimants who make misrepresentations in their counter notification statement may be liable for shall be liable for any damages, including costs and attorneys fees, incurred by any copyright owner or copyright owner's authorized licensee, or by Easel, if injured by relying upon such misrepresentation in replacing the removed material or ceasing to disable access to it.