3. Content. This Site contains content provided by Epilogue and third parties, including editorial content, personal profiles, articles, publications, pictures, videos, information, events, data, and other materials (the “Content”) and access to various products and services provided by Epilogue (the “Services”).
4. Legal and other Professional Advice Not Provided. The Content does not (in whole or in part) constitute legal, accounting, tax or other professional advice. The Content should not be relied upon as accurate, reliable, complete, current, timely, or fit for any particular purpose, without receiving advice from a lawyer, accountant, or other relevant professional, as applicable. None of the Content is, nor will any of the Content be construed as being, in any way whatsoever legal, accounting, valuation, actuarial, insurance, investment banking, financial advisory, credit analysis, or tax filing related advice or any other advice of a similar nature. No one should act, or not act, on the sole basis of the Content.
5. Currency of Content. The Content is provided for informational purposes only. The Content should not be relied upon as accurate, reliable, complete, current, timely, or fit for any particular purpose. To the extent that the Content is current as of the date of first publication, it may no longer be accurate as a result of the passage of time.
6. Your Content. This Site may allow you to share, upload, or provide content to this Site (“Your Content”). By uploading or providing Your Content to this Site, you represent and warrant to and in favour of Epilogue that you have all necessary rights and licences to do so. You acknowledge and agree that any of Your Content that is not personal information or other information that you are specifically required to provide for the purposes of receiving any Services (“Publicly Shareable Content”) may be made public and, by uploading or providing any Publicly Shareable Content to this Site, you automatically grant Epilogue a non-exclusive, royalty-free, irrevocable, sub-licensable, perpetual, worldwide right and licence to use, copy, modify, display, and publish such Publicly Shareable Content in any way, without compensation to you, including editing, copying, modifying, adapting, translating, reformatting, creating derivative works from, incorporating into other works, advertising, distributing, and otherwise making available to the general public such Publicly Shareable Content, whether in whole or in part and in any format or medium currently known or developed in the future. You acknowledge and agree that Epilogue may assign, transfer, or sub-license the above licence to any person, including its affiliates and successors, without any further approval by you. Epilogue reserves the right to remove, edit, limit, or block access to any of Your Content at any time, and it will have no obligation to display or review Your Content. You are solely responsible and liable for Your Content. You agree to not post, provide, or upload any of Your Content to this Site that:
(a) contains language or imagery that could be deemed offensive or is likely to harass, upset, embarrass, alarm, or annoy any other person;
(b) is obscene, pornographic, violent, or that otherwise may offend human dignity;
(c) is abusive, insulting, threatening, discriminatory, or that promotes or encourages racism, sexism, hatred, or bigotry;
(d) encourages any illegal activity (including terrorism) or incites racial hatred or the submission of which in itself constitutes committing a criminal offence;
(e) is defamatory or libellous;
(f) unless and only to the extent otherwise expressly provided in any other agreement between you and Epilogue, relates to commercial activities, including sales, competitions and advertising, or links to other websites or premium line telephone numbers;
(g) involves the transmission of “junk” mail or “spam”;
(h) contains any spyware, adware, viruses, corrupt files, Trojan horses, worm programs or other malicious code designed to interrupt, damage, limit the functionality of, or disrupt any software, hardware, telecommunications, networks, servers or other equipment; or contains any other material designed to damage, interfere with, wrongly intercept, or expropriate any data or personal information whether from Epilogue or otherwise;
(i) itself, or the posting of which, infringes any person’s rights, including intellectual property rights and privacy rights; or
(j) shows another person if such Content was created or distributed without that person’s express consent.
7. Feedback. We welcome and encourage you to provide feedback, comments, suggestions, ideas and materials for improvements to this Site, the Content, and the Services (“Feedback”). You may submit Feedback by contacting us via email at [email protected] or via the Contact Us page of this Site or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you automatically grant Epilogue a non-exclusive, royalty-free, irrevocable, sub-licensable, perpetual, worldwide right and license to use, copy, modify, display, and publish such Feedback for any purpose, without compensation to you, whether in whole or in part and in any format or medium currently known or developed in the future. You acknowledge and agree that Epilogue may assign, transfer, or sub-license the above licence to any person, including its affiliates and successors, without any further approval by you.
8. Communications Not Confidential. Epilogue does not guarantee the confidentiality of any communications made by you via email or otherwise through this Site. Any email communications made by you via email or otherwise through this Site will be at your own risk and liability.
10. Linking and Social Media. This Site may, for convenience, provide links to Epilogue’s social media accounts, including Facebook, LinkedIn, Twitter, Instagram, and YouTube (“Epilogue Social Media”). You acknowledge and agree that, to the extent that you access and use Epilogue Social Media:
(d) Epilogue Social Media may contain content of third parties that may not be subject to the control of Epilogue; and
(e) if you choose to access any Epilogue Social Media, you do so entirely at your own risk and liability.
11. Linking and Third-Party Sites. This Site may, for convenience, provide links to websites or applications of other parties (each, a “Third-Party Site”). You acknowledge and agree that:
(a) the content of Third-Party Sites is not provided by nor under the control of Epilogue;
(b) Epilogue does not endorse or republish any content of any Third-Party Site or provide any representation, warranty, or guarantee regarding the quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, or fitness for any purpose of any such Third-Party Site or the content thereon;
(c) where you provide a link to this Site from another website, Epilogue reserves the right to require you to disable such link; and
(d) if you choose to access a Third-Party Site, you do so entirely at your own risk and liability.
12. Trademarks. Any and all trademarks, corporate names, business names, and other trade names of Epilogue, including EPILOGUE™, and any and all logo, word script, and design versions thereof, in each case whether registrable or not, owned, or used by Epilogue are trade-marks of Epilogue and/or its affiliates (the “Epilogue Marks”). Other trademarks, service marks, graphics, and logos used in connection with Epilogue Property may be the trademarks of their respective owners. You are not granted any right or license with respect to any of the foregoing trademarks, including Epilogue Marks, or any use thereof.
13. Epilogue Property.
(a) “Epilogue Property” means this Site and any and all related: (i) Content, Services, and Epilogue Marks; (ii) logos, designs, graphics, images, photographs, artwork, and other artistic works; (iii) editorial content, text, data, and other literary works (iv) musical works, performances, and other sounds; (v) videos and all audio-visual works; (vi) selections, arrangements, compilations, modifications, and enhancements of any of the foregoing (vii) software, including scripts and program code that may execute on this Site’s servers or that may be embedded or downloadable from individual web pages on this Site; (viii) the look and feel, architecture, interface, templates, layout, and web pages of this Site; and (ix) intellectual property rights in any of the foregoing.
(b) You acknowledge and agree that all Epilogue Property is protected by copyright and owned by, or licensed to, Epilogue and contains proprietary information and material that owned by Epilogue or its affiliates or their respective licensors, and is protected by applicable law, including copyright law. Any and all copyrights in and to any Epilogue Property, including the compilation of content, postings, links to other Internet resources, and descriptions of those resources and related software, are owned by Epilogue and its affiliates and/or their respective licensors, who in each case reserve all their rights in law and equity.
(a) exploit any Epilogue Property (in whole or in part), including by trespass or burdening network capacity;
(b) reproduce any Epilogue Property (in whole or in part) in any form or by any means;
(c) make available, distribute, display, post, disseminate, publish, republish, transmit, re-transmit, communicate to the public, or broadcast any Epilogue Property (in whole or in part);
(d) create derivative works of, modify, translate, select, arrange, merge, compile, or otherwise combine with other data or other content or frame from or on another website any Epilogue Property (in whole or in part);
(e) scrape, whether by way of screen scraping or database scraping, any Epilogue Property (in whole or in part) or engage in any other activity intended to collect, store, reorganize, summarize, or manipulate any Epilogue Property (in whole or in part), whether by an automatic program or a manual process;
(f) sell, licence, sublicence, transfer, rent, lease, loan, or engage in any other commercial transaction relating to any Epilogue Property (in whole or in part) or any reproduction of all or any portion thereof in any medium;
(g) decompile, disassemble, reverse engineer, or otherwise exploit any Epilogue Property (in whole or in part), its architecture or the underlying software or code; or
(a) Epilogue understands that your privacy is important to you and is committed to being transparent about the technologies it uses.
(e) To administer this Site and for research purposes, Epilogue may also contract with third-party service providers to track and analyze statistical usage and volume information from the users of this Site. These third-party service providers may use persistent Cookies to help us improve the user experience on this Site, manage the Content and Your Content, and analyze how users navigate and utilize this Site. Epilogue may contract with third-party service providers to send emails to users who have provided Epilogue with their contact information. To help measure and improve the effectiveness of Epilogue email communications, or to determine whether messages have been opened and links clicked on, the third-party service providers may place Cookies on the devices of these users.
(g) The following types of Cookies may be used from time to time in connection with this Site for the following purposes:
- Necessary. These Cookies are necessary to allow us to operate this Site and access this Site in the manner you requested. These Cookies enable us to secure this Site and this Site to recognize you and remember your previous actions within the same browsing session.
- Analytical. These Cookies are used by this Site or third-party service providers to analyze the usage and performance of this Site, including tracking what pages are most frequently visited, and from what locations our visitors enter this Site. If you subscribe to a newsletter or otherwise register with this Site, these Cookies may be correlated to you.
- Functional. These Cookies let us operate this Site in accordance with the choices you make and enable this Site to remember you in-between visits, recognize your username, and remember how you customized this Site or any related services.
17. DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT: (A) THIS SITE AND ANY AND ALL CONTENT AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND WHATSOEVER; (B) ACCESS TO, AND USE OF, THIS SITE OR ANY CONTENT OR SERVICES IS ENTIRELY AT YOUR OWN RISK AND LIABILITY; (C) TO THE FULLEST EXTENT PERMITTED BY LAW, EPILOGUE DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND (WHETHER EXPRESS, IMPLIED, OR COLLATERAL) AND ANY AND ALL LIABILITY WITH RESPECT TO THIS SITE AND THE CONTENT AND ALL SERVICES, INCLUDING IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND RELATED RIGHTS, OR THAT THIS SITE OR THE CONTENT OR ANY SERVICE WILL MEET ANY PERSON’S NEEDS OR WILL BE AVAILABLE FOR USE AT ANY PARTICULAR TIME OR WILL BE UNINTERRUPTED OR ERROR-FREE; (D) EPILOGUE WILL NOT BE RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY ERRORS, OMISSIONS, OR INACCURACIES IN THIS SITE OR ANY CONTENT OR SERVICES; (E) EPILOGUE DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT THIS SITE OR ANY CONTENT OR SERVICES IS OR WILL BE COMPATIBLE WITH YOUR COMPUTER SYSTEMS, ERROR-FREE, OR FREE OF VIRUSES, WORMS, TROJAN HORSES, DISABLING DEVICES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES OR HAS HARMFUL EFFECTS; (F) EPILOGUE WILL NOT BE RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR, AND YOU ARE SOLELY RESPONSIBLE FOR, IMPLEMENTING APPROPRIATE SAFEGUARDS TO PROTECT THE SECURITY AND INTEGRITY OF YOUR COMPUTER SYSTEMS AND THE ENTIRE COST OF ANY SERVICE, REPAIRS, OR CONNECTIONS OF AND TO YOUR COMPUTER SYSTEMS THAT MAY BE NECESSARY AS A RESULT OF YOUR USE OF THIS SITE OR ANY CONTENT OR SERVICES; AND (G) EPILOGUE WILL NOT BE RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY PROBLEM OR TECHNICAL MALFUNCTION OF ANY NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS, PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, OR FAILURE OF ANY EMAIL OR ANY OTHER COMMUNICATION BETWEEN YOU AND EPILOGUE ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ONLINE OR ON THE INTERNET OR THIS SITE OR ANY OTHER WEBSITE, OR ANY COMBINATION THEREOF, INCLUDING ANY INJURY OR DAMAGE TO ANY PERSON’S COMPUTER RELATED TO OR RESULTING FROM DOWNLOADING OR STREAMING ANY MATERIALS CONSISTENT WITH THIS AGREEMENT OR USE OF THIS SITE.
18. Violation of the Law. You acknowledge and agree that any attempt by you or on your behalf to deliberately damage this Site or any other website or links or to undermine the legitimate operation of this Site or any Content or Services may be a violation of criminal and/or civil laws and should such an attempt be made, Epilogue reserves the right to seek damages from you to the fullest extent permitted by law.
19. Indemnity. You agree to indemnify, defend, and hold Epilogue and its affiliates and their respective directors, officers, employees, personnel, contractors, subcontractors, agents, and representatives harmless from and against any and all actual, threatened or potential civil, criminal, administrative, regulatory, arbitral, or investigative claims, demands, allegations, actions, suits, investigations, or proceedings and any and all losses, liabilities, and damages (including taxes and related penalties) and related costs or expenses, including legal fees (on a full indemnity basis), and expenses and costs of litigation, settlement, judgement, appeal, interest and penalties (on a full indemnity basis) that may be suffered or incurred by any of them arising out of or as a result of or relating in any manner whatsoever to:
(b) Your Content;
(c) any loss of, damage to, or destruction of Epilogue Property or the property of any other person;
(d) personal injury (including death) in connection with this Site, the Content, or Services to the extent caused by you; or
(e) your negligence or criminal, willful or intentional misconduct.
21. Injunctive and Equitable Relief. You acknowledge and agree that:
(b) your breach of any such obligations will give rise to irreparable harm or injury to Epilogue that will not be adequately compensable with monetary damages;
(d) notwithstanding that damages may be readily quantifiable, you will not plead sufficiency of damages as a defence in any such proceeding.
(a) constitute either party hereto as an agent, representative, or employee of the other party or both parties as joint venturers or partners for any purpose; or
(b) constitute or create a solicitor-client relationship between you and Epilogue.
32. Forum. You hereby unconditionally and irrevocably consent and agree to submit to the exclusive jurisdiction of the courts of the Province of Ontario in the City of Toronto in any action or proceeding involving this Site, the Content, the Services, or Epilogue Property and waive any objection relating to improper venue or forum non conveniens to the conduct of any proceeding in any such court.
Last updated: March 26, 2020.