LICENSE. If you agree to the TOU and (1) are of sufficient age and capacity to use OSHEN and be bound by the TOU, or (2) use OSHEN on behalf of a business, thereby binding that business to the TOU, we grant you a limited, revocable, non-exclusive, non-assignable license to use OSHEN in compliance with the TOU; unlicensed use is unauthorized. You agree not to display, "frame," make derivative works, distribute, license, or sell, content from OSHEN, excluding postings you create. You grant us a perpetual, irrevocable, unlimited, worldwide, fully paid/sublicensable license to use, copy, display, distribute, and make derivative works from content you post.
USE. Unless licensed by us in a separate written or electronic agreement, you agree not to use or provide software (except our App and general purpose web browsers and email clients) or services that interact or interoperate with OSHEN, e.g. for downloading, uploading, creating/accessing/using an account, posting, flagging, emailing, searching, or mobile use. You agree not to copy/collect OSHEN content via robots, spiders, scripts, scrapers, crawlers, or any automated or manual equivalent (e.g., by hand). Misleading, unsolicited, and/or unlawful postings/communications/accounts are prohibited, as is recipient or donating accounts. You agree not to abuse OSHEN's flagging or reporting processes. You agree not to collect OSHEN user information or interfere with OSHEN. You agree we may moderate OSHEN access/use in our sole discretion, e.g., by blocking, filtering, re-categorizing, re-ranking, deleting, delaying, holding, omitting, verifying, or terminating your access/license/account. You agree (1) not to bypass said moderation, (2) we are not liable for moderating or not moderating, and (3) nothing we say or do waives our right to moderate, or not. Unless licensed by us in a separate written or electronic agreement, you agree not to (i) rent, lease, sell, publish, distribute, license, sublicense, assign, transfer, or otherwise make available OSHEN or our application programming interface ("API"), (ii) copy, adapt, create derivative works of, decompile, reverse engineer, translate, localize, port or modify the App, the API, any website code, or any software used to provide OSHEN, (iii) combine or integrate OSHEN or the API with any software, technology, services, or materials not authorized by us, (iv) circumvent any functionality that controls access to or otherwise protects OSHEN or the API, or (v) remove or alter any copyright, trademark or other proprietary rights notices. You agree not to use OSHEN or the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
DISCLAIMER & LIABILITY. To the full extent permitted by law, CESO, and its officers, directors, employees, agents, licensors, affiliates, and successors in interest ("OSHEN Entities") (1) make no promises, warranties, or representations as to OSHEN, including its completeness, accuracy, availability, timeliness, propriety, security or reliability; (2) provide OSHEN on an "AS IS" and "AS AVAILABLE" basis and any risk of using OSHEN is assumed by you; (3) disclaim all warranties, express or implied, including as to accuracy, merchantability, fitness for a particular purpose, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice; and (4) disclaim any liability or responsibility for acts, omissions, or conduct of you or any party in connection with OSHEN. OSHEN Entities are NOT liable for any direct, indirect, consequential, incidental, special, punitive, or other losses, including lost profits, revenues, data, goodwill, etc., arising from or related to OSHEN, and in no event shall such liability the amount you paid us in the year preceding such loss. Some jurisdictions restrict or alter these disclaimers and limits, so some may not apply to you.
CLAIMS & INDEMNITY. Any claim, cause of action, demand, or dispute arising from or related to OSHEN ("Claims") will be governed by the internal laws of Canada, without regard to conflict of law provisions, except to the extent governed by Canadian federal law. Any Claims will be exclusively resolved by courts in Toronto, ON (except we may seek preliminary or injunctive relief anywhere). You agree to (1) submit to the personal jurisdiction of courts in Toronto, ON; (2) indemnify and hold OSHEN Entities harmless from any Claims, losses, liability, or expenses (including attorneys' fees) that arise from a third party and relate to your use of OSHEN; and (3) be liable and responsible for any Claims we may have against your officers, directors, employees, agents, affiliates, or any other party, directly or indirectly, paid, directed or controlled by you, or acting for your benefit.
MISC. Unless you have entered into a separate written or electronic agreement with us that expressly references the TOU, this is the exclusive and entire agreement between us and you, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. Users complying with prior written licenses may access OSHEN thereby until authorization is terminated. Our actions or silence toward you or anyone else does not waive, modify, or limit the TOU or our ability to enforce it. The USE, CLAIMS & INDEMNITY sections survive termination of the TOU, and you will remain bound by those sections. If a TOU term is unenforceable, it shall be limited to the least extent possible and supplemented with a valid provision that best embodies the intent of the parties. The English version of the TOU controls over any translations.