Terms of use

TERMS OF USE FOR THE CMPA PLATFORM BUYERS DATABASE

These Terms of Use apply to your access and use of this strictly confidential and private Platform Buyers Database (“Databa se’) and the materials contained therein (“Materials”). Access to the Database is offered to you by the Canadian Media Producers Association (“CMPA” or “we”, “us” or “our ”), whether as part of either your paid member benefits with us, or pursuant to an agreement to provide this access that we have entered into with you or with an organization of which you are a member . Prior to allowing you to gain access to the Database and the Materials we require that you accept these Terms of Use. Your online acceptance of these Terms of Use means you have read, understood and accepted these Terms of Use and that you and we have entered into a binding legal agreement concerning your use of the Database and the Materials. 

A. Object and availability

1. The Database will provide you with summarized practical information on various digital/VOD platforms buyers.  Information will include various international VOD platforms such as name, business model, possible access (direct or via aggregator or other middleman), regions served, some descriptive information, where available, such as formats, genres, and from time to time,  practical notes. Certain platforms will have more information than others, and information can change regularly without notice.

2. We are providing you with access to the Database for your internal research and background purposes only, and for your use on a non-commercial basis.  

3. The Database is provided “as is” and “as available”. Access to the Database is provided online generally 24 hours a day and 7 days a week from CMPA’s secured membership portal. However, for maintenance reasons we may take the Database offline, but will try to do so only at those times we believe it is less used. Further, we are not liable for any technological problems regarding the Database and any impact that it may have on you.  For certainty, we make no representations or warranties with respect to your ability to access the Database and/or Materials at any time or from time to time, or with respect to service levels and/or key performance indicators.

4. We are entitled to change the composition of the Database and the contents of the Materials at any time without notice.

B. Your licence and use restrictions

1. We will grant you access to the Database for the duration of your membership with CMPA or if not applicable, for the term outlined in any agreement to provide this access that we have entered into with you or with an organization of which you are a member, subject to your full payment of any membership fees that are payable and due, any other terms of agreement between us and you or the organization of which you are a member, and your full compliance with these Terms of Use. Upon the termination of your membership or our agreement referred to above, your rights to access and use the Database will also terminate. 

2. To enable you to gain access to the Database we will provide you with a username and password. You may share these access credentials only with a limited number of your employees who work exclusively for you (“Authorized User(s)”) and who agree to be bound by the Terms of Use. You accept that you will be solely responsible including under the laws of any applicable jurisdiction to which you are subject (under these Terms of Use or otherwise), under contract and otherwise,  for all activities that occur under your password and account and for ensuring the compliance of your Authorized Users with these Terms of Use. We are not obligated to inquire as to the authority or propriety of any use of, or action taken under, your password and/or account, or any other security breaches of which you become aware. You must immediately notify us of any actual or suspected loss, theft or unauthorized use of your username, password or account information. We will not be responsible whether under the laws of any jurisdiction, under  contract, or otherwise for any loss to you that arises from any use of your account or your password or from your failure to comply with these provisions.

3. You are authorized to view and search the Database and Materials online only. You may not save, download, photograph, print or otherwise record or store an electronic copy of the Materials, in whole or in part, in any format whatsoever. 

4. Your use of the Database and any Materials is restricted to your internal use and only for background research purposes. You may not copy, publish, distribute, display, transmit, resell or repackage the Database, in whole or in part, or any Materials, or create derivate works based on the Database and any Materials, for yourself or for the benefit of any third party who is not an Authorized User.

5. You may not violate or attempt to violate the security of any or all of the Database or Material in any way through any means or device including, without limitation: running scripts, spamming, parsing, spidering hacking, uploading computer viruses or time bombs, reverse engineering or decompiling.

6. Any breach of this Section B will be considered a material breach of these Terms of Use and shall entitle us to immediately terminate your rights to access and use the Database and seek full legal and equitable remedies against you. 

C. Intellectual property rights

1. All rights that vest in the Database, the Materials and the IT platform used to provide you with access to the Database including, without limitation, all copyrights, trade-marks, database rights, compilation rights, patents and trade secrets and any other proprietary rights inherent therein and appurtenant thereto shall remain the sole and exclusive property of CMPA, Rights Stuff B.V. (“RSBV”) and/or any other licensors to CMPA as applicable. Nothing in these Terms of Use shall be deemed to construe any assignment or transfer to you by CMPA, RSBV or any other licensor of CMPA of any intellectual property right in whole or in part. 

2. Your right to use the Database and the Materials is restricted to what is specifically provided for in these Terms of Use.

D. Warrantees and disclaimer

1. We do not provide you with any warranty or assurance with respect to the Database and the Materials, unless specifically provided otherwise in these Terms of Use. We declare and you acknowledge that all implied warranties and conditions in connection with the Database and the Materials are excluded to the maximum extent permitted by law.

2. We have and will use our reasonable efforts to compile the Materials and keep them up to date from time to time.  However:

(a) we do not represent that the Materials are definitive, error-free, omission-free, complete or fit for your purpose, nor does the provision thereof to you reflect or constitute business or legal advice;

(b) we do not undertake any obligation to consider whether the information contained in the Materials is sufficient or appropriate for any particular purpose for which you wish to use the Materials;

(c) the Materials may include information that is incorrect or out of date;

(d) if you use the Materials to support a business or legal decision, you are solely responsible ; and 

(e) we may change the Materials regularly and without notice. 

E. Confidentiality

1. You accept that the Materials contain confidential information that is proprietary to CMPA and RSBV and its unauthorized disclosure may be harmful to CMPA and RSBV. You shall therefore handle the Materials within your organization in the same manner as you handle your own confidential information. 

2. You may only disclose the Materials to third parties that are Authorized Users. Any disclosure of the Materials to a non Authorized User will be considered a material breach of these Terms of Use and shall entitle us to immediately terminate your rights to access and use the Database and the Materials, and seek full legal and equitable remedies against you. 

3. You are responsible for maintaining the confidentiality of the username and password we have provided to you to access the Database and shall apply reasonable security measures to safeguard them against any inadvertent disclosure to a third party who is not an Authorized User. Any sharing of access credentials with a non Authorized User will be considered to be a material breach of these Terms of Use and shall entitle us to terminate your rights to access and use the Database and the Materials, and seek full legal and equitable remedies against you. 

F. Protection of personal data

1. We shall treat your personal information in accordance with our Privacy Policy which can be found at: www.cmpa.ca/about-cmpa/privacy-policy. Without limiting the foregoing, we shall collect, retain and use your access credentials for the Database and your contact details for the following purposes:

(a) to provide you with access to the Database; and

(b) to enforce a violation of these Terms of Use.

2. By using the Database you agree that we can place a cookie on your Internet enabled device(s) to improve your user experience of the Database and to enable us to maintain your search profile.

3. If you are a legal entity or business you represent, warrant and covenant to us that you are and shall remain entitled to authorize us to collect, retain and use the personal information of each individual  submitted by you to use in connection with your use of the Database.

G. Third Party Beneficiary

You acknowledge that RSBV has licensed a major part of the Materials to CMPA and as such RSBV has a direct interest in your compliance with these Terms of Use. To address that interest, you and we agree therefore that RSBV is a third party beneficiary pursuant to these Terms of Use. As a third party beneficiary RSBV has the right to independently enforce sections B, C, and E of these Terms of Use.  No person, other than you and we and RSBV, has any rights and remedies pursuant to these Terms of Use. 

H. Liability

1. This clause sets out our entire financial liability (including any liability for the acts or omissions of RSBV and/or our employees, agents, licensors and sub-contractors) to you in respect of:

(a) any breach of these Terms of Use;

(b) any use made by you of the Database and the Materials; and

(c) any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with these Terms of Use.

2. Except as expressly and specifically provided in these Terms of Use you assume sole responsibility for your use of the Database and the Materials and for conclusions drawn from such use. We and RSBV shall have no liability for any damage caused by your use of the Database and/or the Materials .

3. Nothing in these Terms of Use excludes our liability for fraud or fraudulent misrepresentation by us.  

4. Subject to clause H.3 above:

(a) we shall not be liable for any loss of profits, loss of revenue, loss of business, depletion of goodwill and/or similar losses or pure economic loss, or for any special, indirect, incidental, consequential, punitive, exemplary costs, damages, charges or expenses, however arising, and regardless of the form of action, even if we have been advised of the possibility of such damages; and

(b) our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to your paid CMPA membership fees during the 6 months preceding the date on which the claim arose, or if you are not a CMPA member, then $100 Canadian. 

5. We shall have no liability to you under this agreement if we are prevented from or delayed in performing our obligations by acts, events, omissions or accidents beyond our reasonable control, including without limitation default of sub-contractors, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or communications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or pandemic .

6. Termination of your access to and use of the Database shall not relieve you of any obligations arising or accruing prior to such termination or limit any liability that you otherwise may have to us.

I. Final clauses

1. The law of the province of Ontario Canada exclusively applies to these Terms of Use.

2. All disputes pursuant to these Terms of Use will be settled exclusively by the competent court in the city of Toronto, Canada.