Outdoorsica.com® Terms of Use Agreement

January 9, 2007

Outdoorsica.com® is a user generated content service that allows Members to create content relating to outdoor pursuits and to view content generated by other Members. The service offered by Outdoorsica.com® ("Outdoorsica.com®" or "we") include the Outdoorsica.com® website (the "Outdoorsica® Website") and any other features, content, or applications offered from time to time by Outdoorsica.com® in connection with the Outdoorsica® Website (collectively, the "Outdoorsica® Services"). The Outdoorsica® Services are hosted in Canada.

This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the Outdoorsica® Services. By using the Outdoorsica® Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the Outdoorsica® Website) or you are a "Member" (which means that you have registered with Outdoorsica.com®). The term "User" refers to a Visitor or a Member. You are only authorized to use the Outdoorsica® 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 Outdoorsica® Website and discontinue use of the Outdoorsica® Services immediately. If you wish to become a Member, communicate with other Members and make use of the Outdoorsica® Services, you must read this Agreement and indicate your acceptance during the Registration process.

This Agreement includes Outdoorsica.com®'s policy for acceptable use of the Outdoorsica® Services and Content posted on the Outdoorsica® Website, your rights, obligations and restrictions regarding your use of the Outdoorsica® Services and Outdoorsica.com®'s Privacy Policy. In order to participate in certain Outdoorsica® Services (now or in the future), 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 Outdoorsica® Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement.

Outdoorsica.com® may modify this Agreement from time to time and such modification shall be effective upon posting by Outdoorsica.com® on the Outdoorsica® Website. You agree to be bound to any changes to this Agreement when you use the Outdoorsica® 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 Outdoorsica.com® and that you provide to other Users. The content you post on Outdoorsica.com® may not include the following items: any photographs containing nudity, or obscene, lewd, excessively violent, harassing, sexually explicit, incitement of hatred or intolerance or otherwise objectionable subject matter. Despite this prohibition, information provided by other Outdoorsica.com® Members may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and Outdoorsica.com® assumes no responsibility or liability for this material. If you become aware of misuse of the Outdoorsica® Services by any person, please contact Outdoorsica® at info@outdoorsica.com® or click on the "Report Inappropriate Content" link at the bottom of any Outdoorsica.com® page.

Outdoorsica.com® reserves the right, in its sole discretion, to reject, modify, refuse to post or remove any posting by you, or to restrict, suspend, or terminate your access to all or any part of the Outdoorsica® 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 Outdoorsica® Services is void where prohibited. By using the Outdoorsica® 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; (c) your use of the Outdoorsica® Services does not violate any applicable law or regulation.

  2. Term. This Agreement shall remain in full force and effect while you use the Outdoorsica® Services or are a Member. You may terminate your Membership at any time, for any reason, by following the instructions on the Member's Account Settings page. Outdoorsica.com® may terminate your Membership at any time, without warning. Even after Membership is terminated, this Agreement will remain in effect, including sections 5-17.

  3. Fees. You acknowledge that Outdoorsica.com® reserves the right to charge for the Outdoorsica® Services and to change its fees from time to time in its discretion. If Outdoorsica.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 Outdoorsica.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 Outdoorsica® 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 Outdoorsica.com®. Illegal and/or unauthorized use of the Outdoorsica® 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 Outdoorsica® 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 Outdoorsica® Services.

  6. Proprietary Rights in Content on Outdoorsica.com®.

    1. Outdoorsica.com® does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, or any other materials (collectively, "Content") that you post to the Outdoorsica® Services. After posting your Content to the Outdoorsica® Services, you continue to retain all ownership rights in such Content, and you continue to have the right to use your Content in any way you choose. By displaying or publishing ("posting") any Content on or through the Outdoorsica® Services, you hereby grant to Outdoorsica.com® a limited license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content solely on and through the Outdoorsica® Services.

      Without this license, Outdoorsica®.com would be unable to provide the Outdoorsica® Services. For example, without the right to modify Member Content, Outdoorsica.com® would not be able to digitally compress any files that Members submit or otherwise format Content to satisfy technical requirements, and without the right to publicly perform Member Content, Outdoorsica.com® could not allow Users to see content posted by Members. The license you grant to Outdoorsica.com® is non-exclusive (meaning you are free to license your Content to anyone else in addition to Outdoorsica.com®), fully-paid and royalty-free (meaning that Outdoorsica.com® is not required to pay you for the use on the Outdoorsica® Services of the Content that you post), sub-licensable (so that Outdoorsica.com® is able to use its affiliates and subcontractors such as Internet content delivery networks to provide the Outdoorsica® Services), and worldwide (because the Internet and the Outdoorsica® Services are global in reach). This license will terminate at the time you remove your Content from the Outdoorsica® Services. The license does not grant Outdoorsica.com® the right to sell your Content, nor does the license grant Outdoorsica.com® the right to distribute your Content outside of the Outdoorsica® Services.

    2. You represent and warrant that: (i) you own the Content posted by you on or through the Outdoorsica® Services or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Content on or through the Outdoorsica® Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content posted by you to or through the Outdoorsica® Services.

    3. The Outdoorsica® Services contain Content of Outdoorsica.com® ("Outdoorsica.com® Content"). Outdoorsica.com® Content is protected by copyright, trademark, patent, trade secret and other laws, and Outdoorsica.com® owns and retains all rights in the Outdoorsica.com® Content and the Outdoorsica® Services. Outdoorsica.com® hereby grants you a limited, revocable, non-sublicensable license to reproduce and display the Outdoorsica.com® Content (excluding any software code) solely for your personal use in connection with viewing the Outdoorsica® Website and using the Outdoorsica® Services.

    4. The Outdoorsica® Services contain Content of Users and other Outdoorsica.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 Outdoorsica® Services.

  7. Content Posted.

    1. Outdoorsica.com® may delete any Content that in the sole judgment of Outdoorsica.com® violates this Agreement or which may be offensive, inappropriate, illegal or violate the rights, harm, or threaten the safety of any person. Outdoorsica.com® assumes no responsibility for monitoring the Outdoorsica® Services for inappropriate Content or conduct. If at any time Outdoorsica.com® chooses, in its sole discretion, to monitor the Outdoorsica® Services, Outdoorsica.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.

    2. You are solely responsible for the Content that you post on or through any of the Outdoorsica® Services, and any material or information that you transmit to other Members and for your interactions with other Users. Outdoorsica.com® does not endorse and has no control over the Content. Content is not necessarily reviewed by Outdoorsica.com® prior to posting and does not necessarily reflect the opinions or policies of Outdoorsica.com® . Outdoorsica.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.

  8. 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 Outdoorsica® Services. Outdoorsica.com® reserves the right to investigate and take appropriate legal action against anyone who, in Outdoorsica.com® 's sole discretion, violates this provision, including without limitation, removing the offending communication from the Outdoorsica® Services and terminating the Membership of such violators. Prohibited Content includes, but is not limited to Content that, in the sole discretion of Outdoorsica.com® :

    1. promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;

    2. is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

    3. harasses or advocates harassment of another person;

    4. exploits people in a sexual or violent manner;

    5. contains nudity, violence, or offensive subject matter or contains a link to an adult website;

    6. solicits personal information from anyone under 18;

    7. promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;

    8. involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming";

    9. contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);

    10. 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;

    11. solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;

    12. involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;

    13. includes a photograph of another person that you have posted without that person's consent; or

      14. The following is a partial list of the kind of activity that is illegal or prohibited on the Outdoorsica® Website and through your use of the Outdoorsica® Services. Outdoorsica.com® reserves the right to investigate and take appropriate legal action against anyone who, in Outdoorsica.com® 's sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:

    14. advertising to, or solicitation of, any Member to buy or sell any products or services through the Outdoorsica® 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 Outdoorsica® Services in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent.

    15. covering or obscuring the banner advertisements on your personal profile page, or any Outdoorsica.com® page via HTML/CSS or any other means;

    16. any automated use of the system 

    17. interfering with, disrupting, or creating an undue burden on the Outdoorsica® Services or the networks or services connected to the Outdoorsica® Services;

    18. attempting to impersonate another Member or person;

    19. 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;

    20. selling or otherwise transferring your profile;

    21. using any information obtained from the Outdoorsica® Services in order to harass, abuse, or harm another person;

    22. displaying an advertisement on an Outdoorsica® content page, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity on or through the Outdoorsica® Services on behalf of that person, such as placing commercial content on an Outdoorsica® content page, posting blogs or bulletins with a commercial purpose

    23. using the Outdoorsica® Services in a manner inconsistent with any and all applicable laws and regulations.

  9. Copyright Policy. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of Outdoorsica.com® to terminate Membership privileges of any Member who repeatedly infringes the copyright rights of others upon receipt of proper notification to Outdoorsica.com® by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Outdoorsica® Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Outdoorsica® Services; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Outdoorsica.com® 's Copyright Agent for notice of claims of copyright infringement can be reached as follows: Copyright Agent, Outdoorsica Inc., Miller Thomson LLP, Scotia Plaza, 40 King Street West, Suite 5800, P.O. Box 1011, Toronto, Ontario, CanadaM5H 3S1; or by email Attn: Copyright Agent at info@outdoorsica.com.

  10. Privacy. Use of the Outdoorsica® Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.

  11. Disclaimers. Outdoorsica.com® is not responsible for any incorrect or inaccurate Content posted on the Outdoorsica® Website or in connection with the Outdoorsica® Services, whether caused by Users of the Outdoorsica® Services or by any of the equipment or programming associated with or utilized in the Outdoorsica® Services. Content created and posted by Members on the Outdoorsica® Website may contain links to other websites. Outdoorsica.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 Outdoorsica.com® . Inclusion of any linked website on the Outdoorsica® Services does not imply approval or endorsement of the linked website by Outdoorsica.com® . When you access these third-party sites, you do so at your own risk. Outdoorsica.com® takes no responsibility for third party advertisements which are posted on this Outdoorsica® Website or through the Outdoorsica® Services, nor does it take any responsibility for the goods or services provided by its advertisers. Outdoorsica.com® is not responsible for the conduct, whether online or offline, of any User of the Outdoorsica® Services. Outdoorsica.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. Outdoorsica.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 Outdoorsica® 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 Outdoorsica® Services. Under no circumstances shall Outdoorsica.com® be responsible for any loss or damage, including personal injury or death, resulting from use of the Outdoorsica® Services, from any Content posted on or through the Outdoorsica® Services, or from the conduct of any Users of the Outdoorsica® Services, whether online or offline. The Outdoorsica® Services are provided "AS-IS" and as available and Outdoorsica.com® expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Outdoorsica.com® cannot guarantee and does not promise any specific results from use of the Outdoorsica® Services.

  12. Limitation on Liability. IN NO EVENT SHALL Outdoorsica.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 Outdoorsica.com® HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, Outdoorsica.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 Outdoorsica.com® FOR THE Outdoorsica® SERVICES DURING THE TERM OF MEMBERSHIP.

  13. Disputes. If there is any dispute about or involving the Outdoorsica® Services, you agree that the dispute shall be governed by the laws of Ontario, Canada, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the federal courts of Canada and the Provincial Courts of Ontario.

  14. Indemnity. You agree to indemnify and hold Outdoorsica.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 Outdoorsica® 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 Outdoorsica® Website or through the Outdoorsica® Services causes Outdoorsica.com® to be liable to another.

  15. Other. This Agreement is accepted upon your use of the Outdoorsica® Website or any of the Outdoorsica® Services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and Outdoorsica.com® regarding the use of the Outdoorsica® Services. The failure of Outdoorsica.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. Outdoorsica.com® is a trademark of Outdoorsica, Inc. 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 us at: info@outdoorsica.com with any questions regarding this Agreement.