Playwiser.com Terms of Use Agreement

April 4, 2007

Playwiser.com is a communications service that allows Members to create team accounts online in order to communicate with other team members. The services offered by Playwiser.com ("Playwiser.com" or "we") include the Playwiser.com website (the "Playwiser Website"), the Playwiser.com Internet messaging service, and any other features, content, or applications offered from time to time by Playwiser.com in connection with the Playwiser Website (collectively, the "Playwiser Services"). The Playwiser Services are hosted in Canada.

This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the Playwiser Services. By using the Playwiser Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the Playwiser Website) or you are a "Member" (which means that you have registered with Playwiser.com). The term "User" refers to a Visitor or a Member. You are only authorized to use the Playwiser Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. Please read this Agreement carefully and save it. If you do not agree with it, you should leave the Playwiser Website and discontinue use of the Playwiser Services immediately. If you wish to become a Member, communicate with other Members and make use of the Playwiser Services, you must read this Agreement and indicate your acceptance during the Registration process.

This Agreement includes Playwiser.com's policy for acceptable use of the Playwiser Services and Content posted on the Playwiser Website, your rights, obligations and restrictions regarding your use of the Playwiser Services and Playwiser.com's Privacy Policy. In order to participate in certain Playwiser Services, you may be notified that you are required to download software or content and/or agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to the Playwiser Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement. You may receive a copy of this Agreement by sending an email to Playwiser, Subject: Terms of Use Agreement.

Playwiser.com may modify this Agreement from time to time and such modification shall be effective upon posting by Playwiser.com on the Playwiser Website. You agree to be bound to any changes to this Agreement when you use the Playwiser Services after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.

Please choose carefully the information you post on Playwiser.com and that you provide to other Users. Your Playwiser.com profile may not include the following items: any photographs containing nudity, or obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter. Despite this prohibition, information provided by other Playwiser.com Members (for instance, in their Profile) may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and Playwiser.com assumes no responsibility or liability for this material. If you become aware of misuse of the Playwiser Services by any person, please contact Playwiser.

Playwiser.com reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to restrict, suspend, or terminate your access to all or any part of the Playwiser Services at any time, for any or no reason, with or without prior notice, and without liability.

  1. Eligibility. Use of and Membership in the Playwiser Services is void where prohibited. By using the Playwiser Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Playwiser Services does not violate any applicable law or regulation.
  2. Term. This Agreement shall remain in full force and effect while you use the Playwiser Services or are a Member. You may terminate your Membership at any time, for any reason, by sending an email request to Playwiser, Subject: Terminate My Account. Even after Membership is terminated, this Agreement will remain in effect, including sections 5-16.
  3. Fees. You acknowledge that Playwiser.com reserves the right to charge for the Playwiser Services and to change its fees from time to time in its discretion. If Playwiser.com terminates your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of subscription fees.
  4. Password. When you sign up to become a Member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party. You agree to notify Playwiser.com immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.
  5. Non-commercial Use by Members. The Playwiser Services are for the personal use of Members only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Playwiser.com. Illegal and/or unauthorized use of the Playwiser Services, including collecting usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Playwiser Website is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from Member profiles without notice and may result in termination of Membership privileges. Appropriate legal action will be taken for any illegal or unauthorized use of the Playwiser Services.
  6. The Playwiser Services contain Content of Playwiser.com ("Playwiser.com Content"). Playwiser.com Content is protected by copyright, trademark, patent, trade secret and other laws, and Playwiser.com owns and retains all rights in the Playwiser.com Content and the Playwiser Services. Playwiser.com hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the Playwiser.com Content (excluding any software code) solely for your personal use in connection with viewing the Playwiser Website and using the Playwiser Services.
  7. The Playwiser Services contain Content of Users and other Playwiser.com licensors. Except for Content posted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the Playwiser Services.
  8. Playwiser.com may delete any Content that in the sole judgment of Playwiser.com violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. Playwiser.com assumes no responsibility for monitoring the Playwiser Services for inappropriate Content or conduct. If at any time Playwiser.com chooses, in its sole discretion, to monitor the Playwiser Services, Playwiser.com nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.
  9. You are solely responsible for the Content that you post on or through any of the Playwiser Services, and any material or information that you transmit to other Members and for your interactions with other Users. Playwiser.com does not endorse and has no control over the Content. Content is not necessarily reviewed by Playwiser.com prior to posting and does not necessarily reflect the opinions or policies of Playwiser.com. Playwiser.com makes no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content or any material or information that you transmit to other Members.
  10. Content/Activity Prohibited. The following is a partial list of the kind of Content that is illegal or prohibited to post on or through the Playwiser Services. Playwiser.com reserves the right to investigate and take appropriate legal action against anyone who, in Playwiser.com's sole discretion, violates this provision, including without limitation, removing the offending communication from the Playwiser Services and terminating the Membership of such violators. Prohibited Content includes, but is not limited to Content that, in the sole discretion of Playwiser.com:
    • is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
    • harasses or advocates harassment of another person;
    • contains nudity, violence, or offensive subject matter or contains a link to an adult website;
    • promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
    • involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming";
    • furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
    • solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;
    • involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
  11. The following is a partial list of the kind of activity that is illegal or prohibited on the Playwiser Website and through your use of the Playwiser Services. Playwiser.com reserves the right to investigate and take appropriate legal action against anyone who, in Playwiser.com's sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:
    • criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
    • advertising to, or solicitation of, any Member to buy or sell any products or services through the Playwiser Services. You may not transmit any chain letters or junk email to other Members. It is also a violation of these rules to use any information obtained from the Playwiser Services in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent. In order to protect our Members from such advertising or solicitation, Playwiser.com reserves the right to restrict the number of emails which a Member may send to other Members in any 24-hour period to a number which Playwiser.com deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk email, instant messages or other unsolicited communications of any kind through the Playwiser Services, you acknowledge that you will have caused substantial harm to Playwiser.com, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay Playwiser.com $50 for each such unsolicited email or other unsolicited communication you send through the Playwiser Services;
    • covering or obscuring the advertisements on your personal profile page, or any Playwiser.com page via HTML/CSS or any other means;
    • any automated use of the system, such as using scripts to add members or send comments or messages;
    • interfering with, disrupting, or creating an undue burden on the Playwiser Services or the networks or services connected to the Playwiser Services;
    • attempting to impersonate another Member or person;
    • using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account;
    • using any information obtained from the Playwiser Services in order to harass, abuse, or harm another person;
    • displaying an advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity on or through the Playwiser Services on behalf of that person, such as placing commercial content on your profile, posting blogs or bulletins with a commercial purpose, selecting a profile with a commercial purpose, or sending private messages with a commercial purpose; or
    • using the Playwiser Services in a manner inconsistent with any and all applicable laws and regulations.
  12. Member Disputes. You are solely responsible for your interactions with other Playwiser.com Members. Playwiser.com reserves the right, but has no obligation, to monitor disputes between you and other Members.
  13. Privacy. Use of the Playwiser Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.
  14. Disclaimers. Playwiser.com is not responsible for any incorrect or inaccurate Content posted on the Playwiser Website or in connection with the Playwiser Services, whether caused by Users of the Playwiser Services or by any of the equipment or programming associated with or utilized in the Playwiser Services. Profiles, posts and messages created and posted by Members on the Playwiser Website may contain links to other websites. Playwiser.com is not responsible for the Content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by Playwiser.com. Inclusion of any linked website on the Playwiser Services does not imply approval or endorsement of the linked website by Playwiser.com. When you access these third-party sites, you do so at your own risk. Playwiser.com takes no responsibility for third party advertisements which are posted on this Playwiser Website or through the Playwiser Services, nor does it take any responsibility for the goods or services provided by its advertisers. Playwiser.com is not responsible for the conduct, whether online or offline, of any User of the Playwiser Services. Playwiser.com assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. Playwiser.com is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Playwiser Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Playwiser Services. Under no circumstances shall Playwiser.com be responsible for any loss or damage, including personal injury or death, resulting from use of the Playwiser Services, attendance at a Playwiser.com event, from any Content posted on or through the Playwiser Services, or from the conduct of any Users of the Playwiser Services, whether online or offline. The Playwiser Services are provided "AS-IS" and as available and Playwiser.com expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Playwiser.com cannot guarantee and does not promise any specific results from use of the Playwiser Services.
  15. Limitation on Liability. IN NO EVENT SHALL PLAYWISER.COM BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF PLAYWISER.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, PLAYWISER.COM'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO PLAYWISER.COM FOR THE PLAYWISER SERVICES DURING THE TERM OF MEMBERSHIP.
  16. Disputes. If there is any dispute about or involving the Playwiser Services, you agree that the dispute shall be governed by the laws of the Province of Ontario, Canada without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the province and courts of Canada located in the Province of Ontario, City of Ottawa. Either Playwiser.com or you may demand that any dispute between Playwiser.com and you about or involving the Playwiser Services must be settled by arbitration, provided that the foregoing shall not prevent Playwiser.com from seeking injunctive relief in a court of competent jurisdiction.
  17. Indemnity. You agree to indemnify and hold Playwiser.com, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Playwiser Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any Content that you post on the Playwiser Website or through the Playwiser Services causes Playwiser.com to be liable to another.
  18. Other. This Agreement is accepted upon your use of the Playwiser Website or any of the Playwiser Services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and Playwiser.com regarding the use of the Playwiser Services. The failure of Playwiser.com to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Playwiser.com is a trademark of Shopwiser.Com Ltd. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

Please contact Playwiser with any questions regarding this Agreement.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.



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