Terms and Conditions

Effective January 1, 2015

Terms and Conditions of Set Scouter Inc.

THESE TERMS AND CONDITIONS CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS. THE FOLLOWING DESCRIBES THE TERMS ON WHICH SET SCOUTER INC. OFFERS YOU ACCESS TO OUR SITE AND SERVICES.

This website is operated by Set Scouter Inc. (hereinafter referred to as the “Company“, “Set Scouter“, “we“, “us“, or “our“). The Company maintains setscouter.com (the “Site“), as a service to our users and visitors (collectively, hereinafter referred to as the “Services“). By using this Site, you agree to comply with and be legally bound by the following terms and conditions (the “Terms“), whether or not you become a registered user of the Services. Please review the following Terms carefully. If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using this Site. We reserve the right to modify these Terms at any time, effective upon posting of an updated version of these Terms on the Site. You are responsible for regularly reviewing these Terms. By using this Site, you agree that the posting of new or revised Terms on the Site will constitute adequate and constructive notice to you of any and all revisions and changes. Continued use of the Service after any such changes or after explicitly accepting the new Terms upon logging into the site shall constitute your consent to such changes.

 

1      General Terms

1.1   Services. Our Site is an online service provider through which users find and learn about commercial and residential spaces and the individuals responsible for their use (hereinafter referred to as “Venue” or “Venues“) and connect individuals (the “Renter”) with Venues. Our Site is merely for users to learn about Venues and, if they wish, arrange to have these Venues utilized for film production or events. We are not involved in the actual face-to-face contact between users. As a result, we have no control over the conduct of our users or the truth or accuracy of the information that users post on the Site. We reserve the right, but have no obligation, to attend at the site of any Venue while it is being rented and intervene in any way we see fit, in our sole discretion.

1.2   Identity Verification. We make no attempt to confirm, and do not confirm, any user’s purported identity. You are responsible for determining the identity and suitability of others who you may contact by means of this Site. We do not endorse any persons who use or register for our Services or Venues. We do not investigate any user’s reputation, conduct, morality, criminal background, or verify the information that any user submits to the Site. We encourage event-organizers to communicate directly with potential Venues through the tools available on the Site.

1.3   Your Experience with Other Users. You are solely responsible for your interactions with other users of our Services. We will not be responsible for any damage or harm resulting from your interactions with other users of our Services. We reserve the right, but have no obligation, to monitor interactions between you and other users of our Services and to take any other action in good faith to restrict access to or the availability of any material that we or another user of our Services may consider obscene, lewd, lascivious, filthy, violent, harassing or otherwise objectionable.

1.4   Release. By using the Site or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other users will be limited to a claim against the particular user or users who caused you harm. You agree not to attempt to impose liability on, or seek any legal remedy from the Company. You release the Company from any and all claims, demands, damages (actual, consequential, nominal, punitive, or otherwise), equitable relief, and any other legal, equitable, and administrative remedy, of every kind and nature, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, past, present, or future, arising out of or in any way connected with your communication or interaction with other users on the Site or your experience as a guest or host in connection with the Site.

1.5   Marketing Materials. We reserve the right, but have no obligation, to require the Venues to display Set Scouter marketing materials while a Venue is being rented by a Renter, or at any other time that we determine, in our sole discretion. We also reserve the right, but have no obligation, to advertise the Venues in any way we determine, in our sole discretion.

2      User Conduct

2.1   Site Rules and Restrictions. In connection with your use of our Services, you must act responsibly and exercise good judgment. Without limiting the foregoing, you will not:

(a)    violate any local, municipal, provincial, national, or other law or regulation, or any order of a court;

(b)    infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights, including but not limited to subleasing an accommodation without the rights to do so;

(c)    use manual or automated software, devices, scripts, robots or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Site, Application, Services or Collective Content;

(d)    use our Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;

(e)    use our Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;

(f)    use our Services in connection with the distribution of unsolicited commercial email (“spam”) or advertisements unrelated to holding an event or film production at a Venue;

(g)     “stalk” or harass any other user of our Services or collect or store any information about any other user other than for purposes of transacting with one another;

(h)    offer, as a Venue, any accommodations that you do not yourself own or rent as a Venue (without limiting the foregoing, you will not list accommodations as a Venue if you are serving in the capacity of a rental agent or listing agent for a third party property owner);

(i)    register for more than one user account or register for a user account on behalf of an individual other than yourself; if you are a Venue owner with multiple properties, those Venues can be registered under one user account

(j)     impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;

(k)     use automated scripts to collect information or otherwise interact with the Service or the Site;

(l)    use the site to find a Venue and then complete the transaction offline in order to circumvent your obligation to pay for the Service;

(m)     submit any listing with a false or misleading price, or submit any listing with a price that you do not intend to honour; or

(n)  advocate, encourage, or assist any third party in doing any of the foregoing.

The foregoing is merely a list of examples of prohibited conduct. The Company reserves the right to cancel a user account or take other appropriate actions in its sole discretion in response to any inappropriate conduct, or for no reason at all.

2.2   Disputes with Other Users. You are solely responsible for your interactions with other users. We reserve the right, but have no obligation, to monitor disputes between you and other users.

2.3   Listing Prices. You acknowledge and agree that the price you specify for your Venue will constitute an essential part of a binding agreement between you and the Renter. You further agree not to alter the price once accepted for that particular transaction. You have the right to alter the price for transactions after this particular one.

3       MINORS MAY NOT USE SERVICES.

You must be at least 18 years old to register to use the Services. By registering to use our Services, you represent that you are 18 or over.

4       PRIVACY.

The Privacy Policy of the Company is available on the site at our Privacy Policy page and is hereby incorporated by reference. You agree to abide by all terms set forth in the Privacy Policy.

5      YOUR CONTENT

5.1   You Grant Us a License. By submitting any content (including without limitation, any photograph, words, pictures, or symbols) to our Site, you hereby grant us a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, display, perform, adapt, modify, sell, distribute, have distributed and promote such content in any form, in all media now known or hereinafter created and for any purpose, subject to the Privacy Policy as described in Section 4. You represent and warrant that you have sufficient rights to grant us this license.

5.2   Content Restrictions. You are solely responsible for any content that you submit, post or transmit via our Services. You may not post or submit any content that:

(a)    infringes the copyright, trademark, or other intellectual property rights of any person;

(b)    is defamatory;

(c)    contains nudity or sexually explicit content, or is otherwise obscene;

(d)    may disparage any ethnic, racial, sexual, religious, or other group by stereotypical depiction or otherwise;

(e)    depicts individuals under 18 years of age;

(f)     depicts or advocates the use of illicit drugs;

(g)    makes use of offensive language or images;

(h)    characterizes violence as acceptable, glamorous or desirable; or

(i)     provides a link to any other websites.

5.3   No Obligation to Post Content. We have no obligation to post any content from you or anyone else. In addition, we may, in our sole and unfettered discretion, edit, remove or delete any content that you post or submit.

5.4   Emails and Phone Numbers. We do not allow the exchange of personal information via the online messaging in order to protect the privacy of both the Venue owners and our customers. The exchange of contact information will happen once a site visit is scheduled or booking/reservation for the Venue has occurred. Any phone numbers or email addresses in messaging will be rejected and you will be asked to edit your message in order to comply with our guidelines.

6       THIRD-PARTY CONTENT.

In using our Services, you may be exposed to content and information from other users or third parties (“Third-Party Content”), either at our Site or through links to third-party websites. We do not control, and shall have no responsibility for, Third-Party Content, including material that may be unlawful, misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. You must evaluate the veracity of, and bear all risks associated with your exposure to, Third-Party Content, including without limitation, profiles of other users of our Services.

7      PAYMENT

7.1   Fee Structure. In exchange for providing the Service, the Company charges a percentage of the rental cost of the Venue (the “Service Fee”). As a Renter, you agree to pay the amount posted by the Venue that you have chosen to rent and the additional Service Fee for each contract for rent or lease and each renewal or extensions of such contract. As a Venue, posting a listing is free, but you agree to use services by Company for each contract for rent or lease and each renewal or extensions with Renter. Some optional services or functionality may incur additional fees.

7.2   Cancellation and Refunds. If you cancel your reservation request, the Company will return the funds to you in accordance with its cancellation policy.

7.3   Privacy. Our privacy policy governs the handling, storage, and use of any information you submit to us, including credit card billing information. Please see Section 4 of these Terms for further information on this policy.

7.4   Taxes. The Company does not do business as an owner or operator of any Venues. Neither does the Company own, sell, resell, furnish, provide, rent, re-rent, manage and/or control any Venues. The Company does not act as an agent for any providers or users of Venues. The Company merely makes available a marketplace for Venues and Renters to meet and arrange for accommodations. The Company is not a contracting agent or representative of the Venue or Renter. Instead, The Company’s role is solely to facilitate the availability of this marketplace for the Venue and Renter and to provide services related thereto, and any agreement for the use of any accommodations is solely between the Venue and Renter, and not the Company. You understand that we are acting solely as an intermediary for the collection of payments between you and any Venues or Renters with whom you choose to enter into a transaction. You understand and agree that you are solely responsible for determining your own tax reporting requirements in consultation with tax advisors. We cannot and do not offer tax advice to either Venues or Renters.

7.5   Damages. The Renter is responsible for leaving the property in the condition that it was given to the Renter. In the event that a Venue claims otherwise and provides evidence of damage, including but not limited to photographs, the Renter agrees to pay the cost of repair of any such damage.

7.6   Security Deposit. The Renter agrees to provide us with a security deposit, the amount of which shall be determined by each Venue (the “Deposit”). In the event that the Venue claims damages in accordance with section
7.5 above and the Venue has provided us with notice of any such claim (“Claim Notice”), we shall  release the Deposit to the Venue within a reasonable time of the receipt of such Claim Notice. We are not responsible for the collection of any amount in excess of the Deposit and in the event that the damage to the Venue is in excess of the Deposit, the Venue shall have no recourse against Set Scouter.

8      PROPRIETARY RIGHTS

8.1   Our Intellectual Property. Material on our Site (with the exception of Third-Party Content) is protected by rights of publicity, copyright, trademark, trade secret, and other proprietary rights and intellectual property laws as applicable. Except as expressly authorized by us, you may not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such material. “Set Scouter Inc.” “Set Scouter,” and setscouter.com are trademarks of the Company protected by federal and provincial law; you agree not to use such marks for any purpose, including but not limited to as metatags on other websites, in written materials or otherwise.

8.2   Your Use of Our Intellectual Property. You may not systematically retrieve data or other content from our Site to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise. You may not display any portion of our Site in a frame (or any content from our Site through in-line links) without our prior written consent, which may be requested by contacting us at [email protected] You may, however, establish ordinary links to the homepage of our Site without our written permission, and you may make use of embedded HTML “widgets” if we have provided the HTML code.

9       PASSWORD.

You will select a password as part of the registration process. You are solely responsible for the confidentiality and use of your password. You must: (a) log off from your account at the end of each session on our Site; and (b) notify us immediately of any unauthorized use of your password or any other breach of security.

10   TERMINATION.

We may, in our sole and absolute discretion and without liability to you, with or without cause, with or without prior notice and at any time: (a) terminate your access to our Services, (b) deactivate or delete any of your accounts and all related information and files in such accounts and (c) bar your access to any of such files or Services. Upon termination we will promptly pay you any fees held in escrow and due to you, less our Service Fee.

11   MODIFICATION OF SERVICES.

We may, in our sole and absolute discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of our Services.

12    LEGAL COMPLIANCE.

You shall use our Services in a manner consistent with any and all applicable local, municipal, provincial, federal and international laws and regulations.

13   DISCLAIMER OF WARRANTIES

13.1 IF YOU USE OUR SERVICES, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY DOES NOT CHECK ANY RENTER, VENUE, OR OTHER USER’S BACKGROUND OR RECORD. THE COMPANY IS A REPUTATION-BASED SYSTEM. OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

13.2 WE DO NOT WARRANT THAT (A) OUR SERVICES WILL MEET YOUR REQUIREMENTS; (B) OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY INFORMATION THAT YOU MAY OBTAIN THROUGH OUR SERVICES WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH OUR SERVICES WILL MEET YOUR EXPECTATIONS; OR (E) ANY ERRORS IN ANY DATA OR SOFTWARE WILL BE CORRECTED.

13.3 IF YOU ACCESS OR TRANSMIT ANY CONTENT THROUGH THE USE OF OUR SERVICES, YOU DO SO AT YOUR OWN DISCRETION AND YOUR SOLE RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE ARISING OUT OF SUCH ACCESS OR TRANSMISSION.

13.4 NO DATA, INFORMATION OR ADVICE OBTAINED BY YOU IN ORAL OR WRITTEN FORM FROM US OR THROUGH OR FROM OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

14   LIMITS ON LIABILITY

14.1 WE SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INCIDENTAL, GENERAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES), INCLUDING, WITHOUT LIMITATION, ANY DAMAGES AS PER SECTION 7.5 HEREOF, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM OR RELATING TO: (A) THE USE OR INABILITY TO USE OUR SERVICES; (B) HARM OR DAMAGE TO YOUR PROPERTY AS A RESULT OF USING OUR SERVICES; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT; (D) ANY HARM TO YOU CAUSED IN WHOLE OR PART BY A THIRD PARTY, INCLUDING BUT NOT LIMITED TO ANOTHER USER OF THE SERVICES; (E) STATEMENTS, CONDUCT OR OMISSIONS OF ANY VENUE, RENTER, OR OTHER THIRD PARTIES ON OUR SERVICES; OR (F) YOUR OR ANYONE ELSE’S CONDUCT OR ACTS IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION FROM INTERACTIONS WITH OTHER USERS OF OUR SERVICES OR PERSONS INTRODUCED TO YOU BY OUR SERVICES, WHETHER ON-LINE OR OFF-LINE AND THE VENUE SHALL HAVE NO RECOURSE AGAINST SET SCOUTER FOR ANY AMOUNT OF DAMAGES IN EXCESS OF THE DEPOSIT AS PER SECTION 7.6 HEREOF.

14.2 WE SHALL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN PERFORMING UNDER THESE TERMS DUE TO CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF NATURE AND POWER, INTERNET, AND EMAIL DISCONTINUITY.

14.3 EXCEPT AS SET FORTH IN SECTION 18, IN NO EVENT WILL OUR AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN ANY MATTER ARISING FROM OR RELATING TO WITH OUR SERVICES OR THESE TERMS EXCEED THE SUM OF ONE HUNDRED CANADIAN DOLLARS ($100).

15   INDEMNITY.

You shall indemnify and hold us (and each of our officers, directors, and employees) harmless from any third-party claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to your use of our Services or alleging facts or circumstances that, if true, could constitute your breach of any of these Terms. We will control any such defence and related settlement and you will reasonably assist us therewith at your expense.

16   JURISDICTION AND “LEGAL VENUE”.

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario, notwithstanding conflict of law principles. All disputes and controversies arising out of or relating to these Terms or the relationship of the parties shall be finally and bindingly resolved in accordance with the provisions of the Arbitration Act (Ontario). The place of arbitration shall be Toronto, Ontario. The language of the arbitration shall be English. Any award, verdict or settlement issued under such arbitration may be entered by any party for order of enforcement by any court of competent jurisdiction. ANY CAUSE OF ACTION AGAINST THE COMPANY, REGARDLESS WHETHER IN CONTRACT, TORT OR OTHERWISE, MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

17   LEGAL FEES.

The prevailing party in any action brought under this agreement shall be entitled to reasonable attorney’s fees and costs.

18   MISCELLANEOUS.

These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings between the parties. Our failure or delay in exercising any right, power or privilege under these Terms shall not operate as a waiver thereof. The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect. We may assign our rights and delegate our obligations under these Terms in whole or part to a third party. Headings of sections are for convenience only and shall not be used to limit or construe such sections. Sections 1.4 (Release), 4 (Privacy), 5.1 (License), 6 (Third-Party Content), 7 (Payment), 8 (Proprietary Rights), 14 (Limits on Liability), 15 (Indemnity), 16 (Jurisdiction and Venue), 17 (Attorney’s Fees), and this Section 18 (Miscellaneous) shall survive any termination or expiration of these Terms.

Please contact us at legal AT setscouter DOT com with any questions regarding these Terms.

#1959725 v5 | 4000047

© 2013 Set Scouter Inc. All rights reserved. Last Updated January 01, 2015.

 

 

Processing...