TERMS & CONDITIONS

PercyVites Website Terms of Use

Overview:

Percy 3DMedia Inc. is the owner of the video clip Website entitled “PercyVites” (available at www.percyvites.com) and the Toys"R"Us powered by PercyVites Website (available at https://toysrus.percyvites.com) (collectively, the "Website"). The following terms and conditions apply to all visitors to and users of the Website:

The Website is made available to you (the "User") for use on an "as is" basis and allows the User to access, select, view and playback authorized and licensed video clips from selected and approved titles (the "Authorized Clips") so that the User can customize the Authorized Clips with specific and approved text-elements and images (the "User Clips"). By using the Website, you agree to be bound by these terms and conditions, as they may be modified by Percy 3DMedia Inc. at any time and posted on the Website. User Clips may not include (i) any profane, vulgar, hateful, abusive or sexual language; (ii) any obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter; (iii) any derogatory reference to race, gender, religion, mental handicap, sexual orientation, obesity or physical impairment; and (iv) any reference to drugs, medication or illegal activity. Notwithstanding the foregoing, Percy 3DMedia assumes no responsibility or liability for any objectionable content that may be included in User Clips posted or shared on Facebook and YouTube or distributed by e-mail or otherwise by other Users. These Terms of Use describe your responsibilities and limitations to Percy 3DMedia's liability, among other things. The following Terms of Use, and those other terms incorporated by reference, constitute the entire and only agreement existing between you and Percy 3DMedia regarding your use of the Website. Agreement to these Terms of Use is required for usage of the Website. If you do not agree with any of these terms, then your further use of the Website cannot proceed since agreement to these terms by all users is integral to the operation of the Website.

Ownership of Contents:

Except as noted below, the Website and all of its content, including, but not limited to, its software or HTML code, scripts, text, artwork, photographs, images, video, and audio (collectively, the "Content" ) are the owned and/or licensed property of Percy 3DMedia. The Content is protected by copyright laws and other Canadian and international laws and treaties. The User agrees to not alter, delete or conceal any copyright or other legal notices in the Application or the User Clips or the Authorized Clips.Any unauthorized copying, alteration, distribution, transmission, display, or other use of the Content is strictly prohibited. At its sole discretion, Percy 3DMedia may revoke this limited license to any User at any time. All rights not expressly granted herein are reserved by Percy 3DMedia.Percy 3DMedia grants to the User a limited, revocable, non-exclusive, non-commercial and non-transferable licence to access, select, view and playback Authorized Clips solely for the creation of User Clips. Except for the limited rights granted in the foregoing license, the User hereby acknowledges that such license does not grant or transfer to the User any right, title or ownership in and to the Application and the Content. The User acknowledges that the Authorized Clips, as well as all material, property or data, intellectual or otherwise, relating to or derived from motion picture or television properties, including the characters, names, trademarks, logos, artwork and other identifiable characteristics therefore, licensed to Percy 3DMedia for use in connection with the Website are the property of Percy 3DMedia or a third party licensor. Except as expressly permitted under these Terms of Use, the User must not, and will not allow any third party to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast, or circulate to any third party, incorporate into any theatrical motion picture, television program, home video motion picture or new media production, compilation or commercially-distributed product or otherwise use, any Authorized Clips, User Clips or Content without the express prior written consent of Percy 3DMedia and any third party licensor. The Website is for personal use of Users only and may not be used in connection with any commercial endeavours. No part of the Website and no Authorized Clips or User Clips may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including "mirroring") to any other computer, server, Website or other medium for publication or distribution or for any commercial enterprise, except as permitted herein. Illegal or unauthorized use of the Application, Authorized Clips or User Clips is prohibited and Percy 3DMedia may disable a User's access to the Website for violation of these Terms of Use at any time, without prior written notice and at its sole discretion. Appropriate legal action will be taken for any illegal or unauthorized use of the Website, Authorized Clip or User Clip. The User acknowledges that User Clips are the property of Percy 3DMedia, subject to the rights of any third party licensor of Authorized Clips. The User acknowledges and agrees that Percy 3DMedia may use User Clips for any purpose, including commercial exploitation, without acknowledgement or the payment to the User of any compensation. The User waives any and all rights or claims of ownership with respect to any User Clips, including any moral property rights therein.

Access to the Website:

Access to the Website is entirely at the sole discretion of Percy 3DMedia. Percy 3DMedia reserves the right to grant or deny access to the Website to any person. Percy 3DMedia reserves the right to remove any Authorized Clips or User Clips from the Website without having to provide notice to the User. No right, title or interest in the Content is conveyed to you. This is a limited license, not a transfer of title to the Content. You may not, directly or indirectly, copy, reproduce, publish, transmit, distribute, display, post, modify, create derivative works from, sell, license or otherwise exploit the Website or any of the Content for any competitive or commercial purpose without the prior written permission of Percy 3DMedia. Any unauthorized copying, alteration, distribution, transmission, display, or other use of the Content is strictly prohibited. At its sole discretion, Percy 3DMedia may revoke this limited license to any person at any time. All rights not expressly granted herein are reserved by Percy 3DMedia.

Trademarks:

Percy 3DMedia and its affiliated companies retain all rights regarding their trademarks, trade names, brand names, trade dress, and all associated logos and images (collectively, the "Trademarks"). The Trademarks are registered and/or common law trademarks of Percy 3DMedia, and are protected by Canadian and international laws and treaties. No license to the use any of the Trademarks is granted to you under these terms and conditions or by your use of the Website. Your misuse of any of the Trademarks displayed on the Website (including use of the Trademarks in metatags and/or hidden text) is strictly prohibited. You are also advised that Percy 3DMedia place significant value in these Trademarks and as such will aggressively enforce its intellectual property rights to the fullest extent of the law, including, but not limited to, the seeking of damages and criminal prosecution. The Website may reference trademarks, trade names, brand names, trade dress and content owned by third parties ("Third Party IP"). The Third Party IP is used by Percy 3DMedia under licence and claim no rights (other than licence rights) to or interest in same.

Linking:

Periodically, links may be established from the Website to one or more external Websites or resources operated by third parties (the "Third Party Sites"). These links are provided for your convenience only. In addition, certain Third Party Sites also may provide links to the Website. None of such links should be deemed to imply that Percy 3DMedia endorses the Third Party Sites or any content therein. Percy 3DMedia does not control and is not responsible or liable for any Third Party Sites or any content, advertising, products, or other materials on or available from such Third Party Sites. Access to any Third Party Sites is at your own risk and Percy 3DMedia will have no liability arising out of or related to such Websites and/or their content or for any damages or loss caused or alleged to be caused by or in connection with any purchase, use of or reliance on any such content, goods, or services available on or through any of the Third Party Sites.

Internet Safety:

It is your responsibility to take precautions to ensure that whatever information, including Content you may access or download, is free of viruses, worms, Trojan horses and other items of a destructive nature.

Submissions:

The Website allows you to post content and may allow you to upload files, documents or other materials (collectively, "Submissions"). When engaging in the posting, uploading or making Submissions, you shall not: (i) restrict or inhibit any other user from using and enjoying the Website, interfere or attempt to interfere with the proper workings of the Website or do anything which in the sole discretion of Percy 3DMedia imposes an unreasonable or disproportionately large load on the Percy 3DMedia Website infrastructure; (ii) post or transmit any information that is unlawful, threatening, abusive, libellous, defamatory, obscene, vulgar, pornographic, profane or indecent; (iii) post or transmit any Submission, including, without limitation, articles, images, stories, software or other material, which violates or infringes upon the rights of others, including material which is an invasion of privacy or publicity rights or which is protected by any intellectual property rights, including, without limitation, copyright, patent, trade secret, trademark or other proprietary rights herein, or derivative works with respect thereto, without first obtaining permission from the owner or rights holder; (iv) post or submit any Submission which solicits passwords or personal identifying information for commercial or unlawful purposes from other users; (v) post or transmit any Submission which contains a virus or other harmful component, or provides or creates computer viruses; (vi) post or transmit junk mail, chain letters, unsolicited mass mailing or spam; or (vii) use the Website for commercial purposes.

Disclaimer of Warranty:

Percy 3DMedia does not guarantee the quality, accuracy, completeness, or timeliness of the Content. ALL CONTENT, PRODUCTS, AND SERVICES ON THE WEBSITE, OR OBTAINED FROM A WEBSITE TO WHICH THE WEBSITE IS LINKED (A "LINKED SITE") ARE PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. PERCY 3DMEDIA DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, MESSAGE, POSTING, PROFILE, ADVICE OR STATEMENT MADE THROUGH THE WEBSITE OR A LINKED SITE, OR THE CAPABILITIES OR RELIABILITY OF ANY PRODUCT OR SERVICE OBTAINED FROM A LINKED SITE. UNDER NO CIRCUMSTANCES WILL PERCY 3DMEDIA BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A USER'S RELIANCE ON INFORMATION OBTAINED THROUGH THE WEBSITE OR A LINKED SITE, OR A USER'S RELIANCE ON ANY PRODUCT OR SERVICE OBTAINED FROM A LINKED SITE. IT IS THE RESPONSIBILITY OF THE USER TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY OPINION, MESSAGE, POSTING, PROFILE, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE WEBSITE, OR OBTAINED FROM A LINKED SITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC OPINION, MESSAGE, POSTING, PROFILE, ADVICE, PRODUCT, SERVICE, OR OTHER CONTENT.

Jurisdiction:

The Website is operated and controlled by Percy 3DMedia from its offices located within the Province of Ontario, Canada, but can be accessed from jurisdictions whose laws may differ from those of the Province of Ontario. By accessing the Website, you agree that the laws of the Province of Ontario and the laws of Canada applicable therein shall govern as to the interpretation, validity and effect of these Terms of Use notwithstanding any conflict of laws provisions or your domicile, residence or physical location. The Website makes no warranty or representation that any or all Content and/or services provided on or through the Website, or any other materials or services referenced therein, are lawful in other jurisdictions or available for use in all jurisdictions. You agree that if you access the Website outside of Ontario, you are responsible for compliance with local laws. You consent and submit to the exclusive jurisdiction of the courts of the Province of Ontario in any action or proceeding instituted under or related to these Terms of Use (including, but not limited to, a breach thereof), your use of the Website, and/or any other proceeding involving the Website, either directly or indirectly, without giving effect to any conflict of laws provisions.

Your Communications (Right to Use):

Percy 3DMedia shall be free to use any comments, descriptions, testimonials, ideas, concepts, know-how, or techniques contained in any communication you send or provide to Percy 3DMedia for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products using such information (the "Right to Use"). By providing such communication to Percy 3DMedia you expressly and irrevocably convey the Right to Use to Percy 3DMedia without any claim or right to compensation whatsoever. Any personally identifiable information you provide to Percy 3DMedia shall be subject to Percy 3DMedia's Privacy Policy.
You acknowledge and agree that by providing Percy 3DMedia with any personal information through the Website, you consent to the transmission of such personal or proprietary information over international borders as necessary for processing in accordance with Percy 3DMedia's standard business practices and Privacy Policy. User should be aware that Linked Sites may contain transmission of personal data provisions that differ from the provisions provided herein. Percy 3DMedia is not responsible for such provisions, and expressly disclaims any and all liability related to such provisions.

Limitation of Liability:

THE INFORMATION, PRODUCTS AND DESCRIPTIONS OF SERVICES PUBLISHED ON THE WEBSITE OR A LINKED SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS, AND PERCY 3DMEDIA SPECIFICALLY DISCLAIMS ANY LIABILITY FOR SUCH INACCURACIES OR ERRORS. CHANGES ARE PERIODICALLY MADE TO THE INFORMATION ON THE WEBSITE AND LINKED SITES. PERCY 3DMEDIA MAY MAKE IMPROVEMENTS OR CHANGES TO THE WEBSITE AND THE SERVICES OFFERED BY THE WEBSITE AT ANY TIME. YOU AGREE THAT PERCY 3DMEDIA, ITS AFFILIATES AND ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS WILL NOT BE LIABLE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, COST OF PROCURING SUBSTITUTE SERVICE OR LOST OPPORTUNITY) ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE WEBSITE OR A LINKED SITE, OR WITH THE DELAY OR INABILITY TO USE THE WEBSITE OR A LINKED SITE, EVEN IF PERCY 3DMEDIA IS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY VIRUSES WHICH MAY INFECT A USER'S EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (e.g., YOU CANNOT ACCESS YOUR INTERNET SERVICE PROVIDER), UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, STRIKES OR OTHER LABOUR PROBLEMS OR ANY FORCE MAJEURE. PERCY 3DMEDIA CANNOT AND DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE WEBSITE. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, the foregoing limitations on liability may not apply to you.

Revisions:

Percy 3DMedia endeavours to provide current and accurate information on the Website. However, misprints, errors, inaccuracies, omissions (including incorrect specifications for products) or other errors may sometimes occur. Percy 3DMedia cannot guarantee that products and services advertised on the Website will be available when ordered or thereafter. Percy 3DMedia does not warrant that the Content including, without limitation, product descriptions or photographs, is accurate or complete.
Percy 3DMedia reserves the right to: (a) correct any error, inaccuracy or omission at any time without prior notice or liability to you or any other person; (b) change at any time the products and services advertised or made available for sale on the Website, the prices, fees, charges and specifications of such products and services, any promotional offers and any other Website content without any notice or liability to you or any other person; (c) reject, correct, cancel or terminate any order, including accepted orders for any reason and (d) limit quantities available for sale or sold.

Indemnity:

You agree to defend, indemnify, and hold harmless Percy 3DMedia, its officers, directors, employees and agents, from and against any claims, actions or demands, including, without limitation, legal and accounting fees, alleging or resulting from your use of the Website or your breach of the terms of these Terms of Use or the documents it incorporates by reference.

Violations of Terms of Use & Termination:

Percy 3DMedia reserves the right to seek all remedies available at law and in equity for violations of these Terms of Use, including the right to block a User and/or access from a particular Internet address to the Website, and, if deemed appropriate in Percy 3DMedia's sole and absolute discretion, contact the appropriate law enforcement agencies. Percy 3DMedia may, in its sole and absolute direction, terminate or suspend your access to all or part of the Website at any time, with or without notice to you, for any reason. These Terms of Use shall survive the termination of this agreement between you and Percy 3DMedia, including, but not limited to, all waivers of liability and disclaimers contained herein.

Use of 'Cookie' File Feature:

Percy 3DMedia reserves the right to store information on your computer (i.e. the computer you use to access the Website) in the form of a "cookie" or similar file for purposes of modifying the Website to reflect your preferences. The Website's Privacy Policy provides additional information regarding Percy 3DMedia's use of cookies as well as procedures for disabling cookies.

General:

Section headings are provided for convenience of reference and do not constitute part of these Terms of Use. Any references to a particular section of these Terms of Use shall be deemed to include reference to any and all subsections thereof. If any provision of these Terms of Use is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The waiver by Percy 3DMedia of a breach of any provision of these Terms of Use or the documents it incorporates by reference will not operate or be interpreted as a waiver of any other or subsequent breach. If any part of these Terms of Use shall be adjudged by any court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby and shall be enforced to the maximum extent permitted by applicable law. If any remedy set forth in these Terms of Use is determined to have failed of its essential purpose, then all other provisions of these Terms of Use, including the limitations of liability and exclusions of damages, shall remain in full force and effect. If an ambiguity or question of intent arises with respect to any provision of these Terms of Use, these Terms of Use will be construed as if drafted jointly by Percy 3DMedia and you and no presumption or burden of proof will arise favouring or disfavouring either party by virtue of authorship of any of the provisions of these Terms of Use.

Last revised:

March 22, 2017