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Terms Of Use

Last Updated: [8/03/2020]

These Terms of Use (the “Terms”) constitute a legal agreement and are entered into by and between you and Ariuum Inc. (“Ariuum”, “we”, “us”, “our”). The Terms govern your access to and use, including any Content offered on or through our website at ariuum.com (the “Platform”).

By using the Platform you accept and agree to be bound and comply with these Terms, the Ariuum Citizen Codewhich is accessible at ariuum.com/citizen-code and our Privacy Policy, which is accessible at ariuum.com/privacy-policy.  If you do not agree to these Terms, the Ariuum Citizen Code and Privacy Policy, you must cease using this Platform immediately.

By using this Platform, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside. If you do not meet all of these requirements, you must cease using this Platform immediately.

Your Account 

When you create an account, you agree that all the information which you provide to us is accurate.  You also agree to update the information as necessary to ensure the information that you provide to us remains accurate.

Any username and password chosen by you must be treated as confidential, and you must not disclose it to any other person or provide any other person with access to your account. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You are responsible for all activity on your account.

We may, in our discretion, suspend or terminate your account if we determine that you have violated these Terms or our Ariuum Citizen Code.

Fees and Subscriptions

You may subscribe to a paid plan to access additional Content and features on the Platform.  You will be charged for your subscription on a 30-day or annual term on the first date of your term. Thereafter, you will be charged (a) every 30 days for 30-day subscriptions; and (b) on the same date of each subsequent year for annual subscriptions. 

You are responsible for keeping your credit card details current and up-to-date.  You may update your credit card details through your account settings.

You may cancel your subscription at any time.  Your cancellation will be effective as of the last date of your current term.  You will not receive a refund for the balance of the current term.

We may also charge fees to permit you to access certain Content, such as pay-per-view events, or for digital Content, such as premium badges. 

All fees which you pay to us are final and non-refundable.

All fees listed on the Platform are exclusive of applicable taxes, which you are responsible for and agree to pay based on applicable law.  

Fees are subject to change from time to time and our current fees will be posted on the Platform. If you have already subscribed for a plan, the next charge will be at the new fee.  

User Conduct 

As a condition of your access and use, you agree that you may use the Platform only for lawful purposes and in accordance with these Terms. 

The Platform permits you to submit, post, broadcast, publish, display or transmit (collectively “submit”) Content on or through the Platform (the “User Content”). Without limiting the foregoing, you warrant and agree that your use of the Platform shall not:

  1. in any manner violate any applicable federal, provincial, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy;
  2. include or contain any material that is or that Ariuum determines to be exploitive, obscene, harmful, threatening, abusive, harassing, hateful, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable;
  3. broadcast or publish anything that is false and defamatory or that constitutes the harassment of anyone;
  4. involve stalking, attempting to exploit or harm any individual (including minors) in any way by exposing them to inappropriate content or otherwise or ask for personal information as prohibited under applicable laws, regulations or code;
  5. involve, provide or contribute any false, inaccurate or misleading information which, as determined by us, is done in any manner other than in good faith as part of a debate;
  6. impersonate or attempt to impersonate Ariuum, an Ariuum employee, another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing);
  7. transmit, or procure the sending of, any advertisements or promotions without our prior written consent, sales, or encourage any other commercial activities, including, without limitation, any "spam", contests and other sales promotions, barter, or advertising or any other similar solicitation;
  8. encourage any other conduct that restricts or inhibits anyone's use of the Platform, or which, as determined by us, may harm Ariuum or users of the Platform or expose us or them to liability;
  9. promote any illegal activity, or advocate, promote, or assist any unlawful act;
  10. give the impression that they originate from or are endorsed by us or any other person or entity, if this is not the case; or
  11. use the Platform in any manner which violates our Ariuum Citizen Code.  

User Disputes

You acknowledge that Ariuum has no control over any third parties, including other users.  You agree that you are solely responsible for your interactions with other users of the Platform and that Ariuum will have no liability or responsibility with respect to any disputes you may have with third parties, including other users.

Security

You are prohibited from attempting to circumvent and from violating the security of this Platform, including, without limitation: (a) accessing Content that is not intended for you; (b) attempting to breach or breaching the security and/or authentication measures which are not authorized; (c) restricting, disrupting or disabling service to users, hosts, servers or networks; (d) illicitly reproducing TCP/IP packet header; (e) disrupting network services and otherwise disrupting our ability to monitor the Platform; (f) using any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform; (g) harvest or collect email addresses or other contact information of other users; (h) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (i) attacking the Platform via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing or crashing; and (j) otherwise attempting to interfere with the proper working of the Platform.

Intellectual Property Rights and Ownership

You understand and agree that the Platform and its entire contents, features, and functionality, including, but not limited to, all information, data, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement (the “Content”), are owned by Ariuum, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

The “Ariuum” name and logo and all related names, logos, product and service names, designs, images and slogans are trademarks of Ariuum or its affiliates or licensors. You must not use such marks without the prior written permission of Ariuum. Other names, logos, product and service names, designs, images and slogans mentioned, or which appear on this Platform are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of applicable law and could subject the infringer to legal action.

Nothing in these Terms grants you any rights in the Platform other than as necessary to enable you to access the Platform. 

YOU SHALL NOT DIRECTLY OR INDIRECTLY REPRODUCE, DISTRIBUTE, MODIFY, CREATE DERIVATIVE WORKS OF, PUBLICLY DISPLAY, REPUBLISH, DOWNLOAD, STORE, OR TRANSMIT ANY OF THE MATERIAL ON OUR PLATFORM, IN ANY FORM OR MEDIUM WHATSOEVER EXCEPT WITH OUR WRITTEN PERMISSION. 

User Content Grant of License

By submitting User Content to the Platform, you grant us and our third-party service providers, and each of our respective licensees, successors, and assigns the right to a world-wide, royalty free, perpetual, irrevocable, non-exclusive licence to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties the User Content for any purpose and/or incorporate the User Content into any form, medium or technology throughout the world without compensation to you. You further waive any moral rights or other rights of authorship as a condition of submitting any User Content.

By submitting User Content, you declare and warrant that you own or have the necessary rights to submit the User Content and have the right to grant the licence hereof to us and our third-party service providers, and each of our respective licensees, successors and assigns to the User Content and comply with these Terms. You represent and warrant that all User Content which you submit complies with applicable law and these Terms.

You understand and agree that you, not Ariuum, are fully responsible for any User Content you submit and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. 

Monitoring and Enforcement, Suspension and Termination.

Ariuum has the right, without provision of notice to:

  1. Remove or refuse to post on the Platform any User Content which we determine violates these Terms.
  2. Take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Platform. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any User Content.
  3. Suspend or terminate your access to the Platform if we determine that you have violated these Terms.

You release and hold harmless Ariuum and its parent, subsidiaries, affiliates and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, successors and assigns (collectively, the “Arrium Parties”) from any and all claims resulting from any action taken by Ariuum and any of the foregoing parties relating to any investigations by either Ariuum or such parties or by law enforcement authorities.

As the Platform displays real-time Content, including live streaming video and user debates and discussions, we are unable to review User Content before it is submitted to the Platform.  While we do monitor the Platform or its use, we have no obligation or responsibility to do so. We are also unable to ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or Content provided by any user or third party, subject to applicable law. 

If you believe your copyright has been infringed on the Platform, you may contact us at the email address below.

No Endorsement

All Content, including statements and/or opinions provided by other users, are solely the opinions and the responsibility of the person providing such Content. Such statements and/or opinions do not necessarily reflect the opinion of Ariuum.  This includes statements and/or opinions made by other users during pay-per-view events or other Content provided by Ariuum. The Ariuum Parties do not have any responsibility or liability whatsoever to you, or any third party, for the Content or accuracy of any third-party materials.

Third Party Websites

For your convenience, this Platform may provide links to third-party websites or mobile applications. We make no representations about any other websites or mobile applications that may be accessed from this Platform. If you choose to access any such sites, you do so at your own risk. We have no control over the contents of any such third-party sites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third-party sites.

Release

You release and hold harmless the Ariuum Parties from and against any claim, cause of action or demand of any nature whatsoever arising from your use of the Platform.

Disclaimer of Warranties

You understand and agree that your use of the Platform, its Content, and any services or items found or attained through the Platform is at your own risk. The Platform, its Content, and any services or items found or attained through the Platform are provided on an “as is” and “as available” basis, without any warranties of any kind, either express or implied including, but not limited to, the implied warranties of fitness for a particular purpose or non-infringement. The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

The Ariuum Parties do not make any warranty, representation or endorsement with respect to the completeness, security, reliability, suitability, accuracy, currency or availability of the Platform or its Content. Without limiting the foregoing, the Ariuum Parties do not warrant that the Platform, its Content, or any services or items found or attained through the Platform will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that our Platform or the server that makes it available are free of viruses or other harmful components.

Playback and live streaming quality can vary due to a number of factors, including your available internet bandwidth, location and device used. As a result, without limiting the generality of these Terms, we are unable to make any warranty or accept any liability for any video quality or similar issues.

Limitation of Liability

Except to the extent prohibited by law, under no circumstance will the Ariuum Parties be liable for negligence, gross negligence, negligent misrepresentation, fundamental breach, damages of any kind, under any legal theory, including any direct, indirect, special, incidental, consequential, or punitive damages, including, but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of reputation, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, breach of privacy or otherwise, even if the party was allegedly advised or had reason to know, arising out of or in connection with your use, or inability to use, or reliance on, the Platform, any linked websites or mobile applications or such other third-party websites or mobile applications, nor any Content, materials, posting or information thereon even if the party was allegedly advised or had reason to know. 

If, notwithstanding the previous paragraph, we are found liable to you, under no circumstances shall our aggregate liability to you for any and all claims arising from your use of the Platform exceed the greater of the total amounts you paid to us in the 6 months prior to the action giving rise to liability, and (b) Two Hundred and Fifty Canadian Dollars ($250.00 CAD).

Indemnification

You agree to defend, indemnify, and hold harmless the Ariuum Parties from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable lawyers’ fees) arising out of or relating to your breach or alleged breach of these Terms or your use of the Platform.  We reserve the right to the exclusive control of any defense at your expense in any action or proceeding covered by this indemnity. This indemnification obligation will survive this Agreement and your use of the Platform.

Dispute Resolution and Arbitration

Except to the extent prohibited by law, in the event of any controversy, claim, action or dispute arising out of or related to the Platform, or the breach, enforcement, interpretation, or validity of these Terms or any part of it (“Dispute”), the party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to the other party describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving party 30 days in which to respond to or settle the Dispute. Notice shall be sent to us at the email address specified below and to you at the email address associated with your account. To the maximum extent permitted by law, both you and Ariuum agree that this dispute resolution procedure is a condition precedent which must be satisfied prior to initiating any arbitration against the other party

If you and Ariuum are unable to resolve the Dispute, the Dispute shall be determined exclusively by binding arbitration. 

The arbitration shall be conducted in the City of Toronto by a single arbitrator jointly selected by the parties. Failing agreement, the arbitrator shall be appointed the CEO of Arbitration Place, Toronto. Subject to an award of the arbitrator to the contrary. The parties shall be responsible for their own legal costs and shall share the costs of the arbitration equally, subject to an award of the arbitrator to the contrary.

Governing Law and Jurisdiction

If you are a resident of the United States of America (the “USA”), these Terms shall be construed in accordance with and governed by the laws of the State of New York and the federal laws of the USA applicable therein without regard to any conflict of law provisions and notwithstanding your domicile, residence or physical location.

If you are resident of a jurisdiction other than of the USA, these Terms shall be construed in accordance with and governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to any conflict of law provisions and notwithstanding your domicile, residence or physical location. 

In the event the laws of your jurisdiction prevent any Dispute from being resolved in accordance with the arbitration provision, the parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario in any action or proceeding which may arise out of, or in connection with, the Platform or these Terms.  You agree not to commence any such action or proceeding except in Toronto, Ontario, Canada. You further agree to waive any right you may have to (a) a trial by jury; and (b) the commencement of or participation in any class action against Ariuum in connection with a Dispute, whether in arbitration or court.

Modifications to the Terms of Use and to the Platform

We reserve the right in our sole discretion to revise and update these Terms from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Platform. You agree to periodically review these Terms in order to be aware of any such modifications and your continued use shall be your acceptance of these modifications.

The information and material on this Platform, and the Platform, may be changed, withdrawn or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Platform is restricted to users or unavailable at any time or for any period.

Residents of Quebec

The following paragraph applies to residents of Quebec, Canada. 

The parties acknowledge that they have required that these Terms and all related documents be prepared in English. Les parties reconnaissent avoir exigé que la présente convention et tous les documents connexes soient rédigés en anglaise.

General Provisions

Unless otherwise expressly stated in these Terms, all notices from you to us must be in writing and sent to our contact address at support@ariuum.com and all notices from us to you will be displayed on our Platform from to time or sent to you at the email address associated with your account.

No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

You may not assign, sub-license or otherwise transfer any of your rights and obligations in these Terms to any other person.

The Terms, the Ariuum Citizen Code and our Privacy Policy constitute the sole and entire agreement between you and Ariuum regarding the Platform and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

Should you have any questions regarding these Terms, you may contact us at: support@ariuum.com.