> 1.0 Intellectual Property
Subject to your compliance with the terms and conditions of this Agreement, Smith Company hereby grants You a non-exclusive, non-transferable, revocable, limited right to access, display and use this Site. The materials accessible on this Site, including without limitation, text, images, photographs and the general design of this Site (collectively, “Materials”), are protected by trade dress, copyright, patent, moral rights, trademark and other laws relating to intellectual property and other proprietary rights, and are solely and exclusively owned by Smith Company and its licensors. The Materials may not, except under written license from an authorized representative of Smith Company, be copied, reproduced, transmitted, displayed, performed, distributed, rented, sublicensed, altered, stored for subsequent use, or otherwise used, in whole or in part, in any manner whatsoever, except to the extent that such use is authorized under Canadian and United States copyright and other relevant laws. You hereby acknowledge and agree that, by and between You and Smith Company, Smith Company owns all right, title and interest in and to this Site and the Materials, and all rights in and to this Site and the Materials not expressly granted in this Agreement are reserved to Smith Company and no additional licenses are granted or implied hereunder.
> 2.0 No Representations and Warranties
THIS SITE AND THE MATERIALS ARE PROVIDED TO YOU “AS-IS” WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE, OR PROMISE OF ANY KIND WHATSOEVER, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. YOUR USE OF THIS SITE AND THE MATERIALS IS AT YOUR OWN RISK. ALTHOUGH SMITH COMPANY STRIVES TO KEEP THIS SITE AND THE MATERIALS UP-TO-DATE, THEY MAY CONTAIN INACCURATE, INCOMPLETE, OR OUT-OF-DATE INFORMATION. SMITH COMPANY ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS ON THIS SITE OR IN THE MATERIALS, AND MAKES NO COMMITMENT TO UPDATE SUCH INFORMATION. YOUR SOLE AND EXCLUSIVE REMEDY FOR ISSUES RELATING TO, ARISING OUT OF, OR IN CONNECTION WITH THE USE OF THIS SITE OR THE MATERIALS SHALL BE TO DISCONTINUE USING THIS SITE. YOU HEREBY ACKNOWLEDGE AND AGREE THAT SMITH COMPANY SHALL NOT BE LIABLE FOR ANY AND ALL LOSSES, DAMAGES, LIABILITIES, COSTS, PENALTIES, FEES, OR OTHER EXPENSES OF ANY KIND RELATED TO, ARISING OUT OF, OR IN CONNECTION WITH THIS SITE OR THE MATERIALS
> 3.0 Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YOU HEREBY WAIVE, DISCLAIM AND OTHERWISE RELEASE SMITH COMPANY, ITS SUBSIDIARIES, AFFILIATES AND RELATED ENTITIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS, OF AND FROM ANY AND ALL CLAIMS (INCLUDING WITHOUT LIMITATION, CLAIMS FOR ACTUAL, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ACTUAL ATTORNEYS' FEES AND COSTS, AND CLAIMS FOR INTEREST), EVEN IF SMITH COMPANY IS OR HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, RELATED TO, ARISING OUT OF, OR IN CONNECTION WITH (DIRECTLY OR INDIRECTLY), YOUR USE OF (OR INABILITY TO USE) THIS SITE OR THE MATERIALS, YOUR VIOLATION OF THIS AGREEMENT, OR THE VIOLATION OF THE RIGHTS OF ANY THIRD-PARTY.
IN NO EVENT SHALL SMITH COMPANY TOTAL AGGREGATE LIABILITY TO YOU RELATED TO, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT, THIS SITE, AND/OR THE MATERIALS, EXCEED FIVE CANADIAN DOLLARS (CAN$5.00).
> 4.0 Required Conduct
Smith Company requires that You hereby agree to follow the following basic rules of conduct when using this Site:
If You violate any of the guidelines set forth above, or any other aspect of this Agreement, without limitingSmith Company' other rights and remedies, Smith Company may immediately terminate this Agreement and your limited right to enter, display and use this Site without giving You any notice. Smith Company reserves the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Smith Company may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement.
> 5.0 Unsolicited Submissions
Smith Company does not accept unsolicited submissions of any work, idea, creative material, concept, or other information, and Smith Company assumes no obligation, either express or implied, with respect to any work, idea, creative material, concept, or other information submitted by You. In the event that You submit any work, idea, creative material, concept, or other information to Smith Company in violation of the previous sentence and/or Section 4(g) hereof (each, a “Submission”), You hereby grant to Smith Company (and its subsidiaries, affiliates and related entities) the free and unfettered, worldwide, non-exclusive, sublicenseable (through multiple tiers of sublicensees), assignable (in whole or in part, including sub-assignments), transferable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute, create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale, import and in any way exploit your Submission in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation to You or any provider, author, or owner of the Submission, of any kind, including without limitation, confidentiality, attribution, compensation, or otherwise, and Smith Company shall not be liable for any exploitation, use, or disclosure of the Submission. You hereby release Smith Company and its subsidiaries, affiliates and related entities, and their respective officers, directors, employees, agents, successors and assigns, to the maximum extent allowable by law, of and from, and irrevocably waive, any and all claims, costs, demands, liabilities, fees, penalties and other expenses of any kind whatsoever, known or unknown, that may exist or arise relating to, arising out of, or in connection with the Submission and/or Smith Company' use or disclosure of the Submission.
> 6.0 Indemnity
YOU UNDERSTAND THAT YOU ARE PERSONALLY RESPONSIBLE FOR YOUR BEHAVIOR WHILE ON THIS SITE AND AGREE TO INDEMNIFY, DEFEND AND HOLD SMITH COMPANY,ITS SUBSIDIARIES, AFFILIATES AND RELATED ENTITIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS, PENALTIES, FEES, OR OTHER EXPENSES OF ANY KIND (INCLUDING WITHOUT LIMITATION, ACTUAL ATTORNEYS' FEES AND COSTS AND CLAIMS FOR INTEREST) THAT SMITH COMPANY MAY INCUR IN CONNECTION WITH ANY THIRD-PARTY CLAIM RELATED TO, ARISING OUT OF, OR IN CONNECTION WITH YOUR USE OF THIS SITE OR THE MATERIALS, YOUR VIOLATION OF THIS AGREEMENT, OR THE VIOLATION OF THE RIGHTS OF ANY THIRD-PARTY.
> 8.0 Links to Other Sites
Smith Company may provide links from or to other web sites maintained by third-parties.Smith Company has not reviewed or endorsed these linked web sites, and You hereby acknowledge and agree that Smith Company shall not be responsible for the content, products, or services offered on such web sites. To the extent applicable, You are responsible for compliance with all applicable laws regarding content, products, or services obtained from this Site or any linked web sites.
> 9.0 Passwords and Security
You may choose or be given a user name and password to use in connection with this Site. You will never give your user name or password to anyone, and it is your sole responsibility to maintain and keep all user names and passwords confidential. Furthermore, You are solely responsible for any and all activities that occur under your account, and hereby authorize Smith Company to assume that any activity conducted on this Site using your user name and password was conducted by You. You shall immediately notify Smith Company in writing of any unauthorized use of any account or any other breach of security. Smith Company reserves the right to monitor your account and shall have the right at any time, with or without prior notice to You, to require You to change your user name or password for any or no reason.
> 10.0 Forward-Looking Statements
Certain statements and information on this Site contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include without limitation, Smith Company' plans, prospects and strategies as well as Smith Company' beliefs and expectations concerning performance of its current and future film releases (certain of such statements are identified by use of words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” and variations of such words and similar expressions). These statements are based on current expectations, estimates, forecasts and projections about the industry, in which Smith Company operates, and beliefs and assumptions made by Smith Company' management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Actual results may vary materially from those expressed or implied by any forward-looking statements contained on this Site due to changes in economic, business, competitive, technological and/or regulatory factors, and other risks and uncertainties affecting the operation of Smith Company' business. These risks and uncertainties include without limitation: audience acceptance of Smith Company' interactive multimedia entertainment, Smith Company' dependence on the success of a limited number of releases each year, the increasing cost of producing and marketing feature films, piracy of motion pictures, the effect of rapid technological change or alternative forms of entertainment, and Smith Company' need to protect its proprietary technology and enhance or develop new technology. In addition, due to the uncertainties involved in the development and production of interactive multimedia entertainment, the release dates for the products described on this Site may be delayed. Smith Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, changes in assumptions, or otherwise.
WHILE WE MAKE REASONABLE EFFORTS TO PROVIDE ACCURATE AND TIMELY INFORMATION ABOUT SMITH COMPANY ON THIS SITE, YOU SHOULD NOT ASSUME THAT THE INFORMATION PROVIDED IS ALWAYS UP-TO-DATE OR THAT THIS SITE CONTAINS ALL THE RELEVANT INFORMATION AVAILABLE ABOUT SMITH COMPANY.
> 11.0 Equal Employment Opportunity Commission Statement
Smith Company provides equal opportunity to all employees and applicants without regard to race, color, religion, age, ancestry, gender, sexual orientation, national origin, physical or mental disability, veteran status, marital status, or any other characteristic protected by applicable law.
> 12.0 No Employment Guarantee
By permitting You to use this Site or email information to Smith Company, Smith Company makes no guarantee or promise that You will be granted an interview, achieve job placement, that any employment or position is available, or that You will be placed in a job of your preference.
> 13.0 Modification of Site
Smith Company reserves the right at any time, and from time to time, to modify, suspend or discontinue, temporarily or permanently, this Site (or any part thereof) with or without notice to You.
> 14.0 Governing Law
The laws of the Province of Ontario, without reference to any choice of law provisions, shall govern any claims related to, arising out of, or in connection with any use of this Site or the Materials. You and Smith Company hereby expressly and irrevocably consent to the exclusive personal jurisdiction and venue of Dufferin County, Ontario for any claim arising out of, related to, or in connection with this Agreement, this Site or the Materials.
> 15.0 Severability
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, Smith Company shall add as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provisions as may be possible to be valid and enforceable.
> 16.0 No Injunctive Relief
You hereby irrevocably waive any right to seek and/or obtain rescission, equitable and/or injunctive relief related to Smith Company' or any of its subsidiaries', affiliates', or related entities' production, distribution, license and/or exploitation of any of their interactive multimedia applications, video games, motion pictures, television shows, commercials and/or other content; and your exclusive remedy in connection therewith shall be an action for damages.
> 17.0 Independent Contractors
You and Smith Company are independent contractors and are not and shall not be deemed to be the legal representative or agent of the other for any purpose whatsoever, and neither You nor Smith Company is authorized by the other to transact business, incur obligations (either express or implied), bill goods, or otherwise act in any manner, in the name or on behalf of the other, or to make any representation, warranty, guarantee or other promise in the name or on behalf of the other, except as expressly permitted in this Agreement.
> 18.0 Entire Agreement
This Agreement constitutes the entire agreement by and between You and Smith Company pertaining to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, warranties and understandings of You and Smith Company. This Agreement may not be amended, nor any obligation waived. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision hereof.
> 19.0 Termination
This Agreement can be terminated at any time by Smith Company for any or no reason whatsoever with or without prior notice to You. In the event that Smith Company terminates this Agreement, your limited right to enter, display and use this Site and the Materials shall immediately terminate.