Last Modified: October 2, 2023
Modernspeak Inc. (“Modernspeak”, “we”) is an agency that represents some of the world’s top social influencers and travel content creators, connecting them with brands and campaigns designed to resonate and build trust. We provide the website located at https://www.modernspeak.co (the “Site”) for information and sales purposes including to display our content, talent, and network, reach potential leads, inform users of the Site, and provide a forum where we can be contacted.
ACCEPTANCE OF THE SITE TERMS AND CONDITIONS OF USE
Through continued use or viewership of the SITE and the use of its products or services, you (“you”, “User”) agree to be bound by this Terms of SERVICE (“Agreement”) and the obligations and requirements set forth herein.
The Agreement constitutes a legal contract entered between Modernspeak and User. The following terms and conditions, together with any documents and/or additional terms that are expressly incorporated by reference, govern your right to use the Site and the conditions that may apply to your use of the Site. If the Agreement or any terms of the Agreement are unacceptable to you, you must cease using the Site immediately.
By using this Site, you represent and warrant that you are the legal age of majority under applicable law to form a binding contract with Modernspeak and meet all the foregoing eligibility requirements. Anyone under the age of 14 is prohibited from using this Site and anyone age 14 and over must be accompanied and monitored by an adult who has full responsibility for ensuring compliance with this Agreement. If you do not meet all these requirements, you must not access or use the Site.
If you are using the Site on behalf of a company or organization, you represent that you have authority to act on behalf of that entity, and that such entity accepts this Agreement.
MODIFICATIONS TO THE AGREEMENT AND SITE
Modernspeak reserves the right, in our sole discretion, to revise and update this Agreement and any aspect of the Site from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Site. You agree to periodically review the terms of service to be aware of any such modifications and your continued use shall be your acceptance of these.
The website, assets, copy, information, and material on the Site may be changed, withdrawn, or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Site is restricted to Users or unavailable at any time or for any period.
SAFE USE OF THE SITE
The security of your personal information is important to us and we use various measures to secure your personal information from accidental loss and unauthorized use. However, the safety and security of your information also depends on you. Users are responsible for obtaining their own access to the Site. Users are required to ensure that all persons who access the Site through a User's internet connection are aware and comply with this Agreement.
Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to Modernspeak. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Site.
The Site may from time to time contain links to third-party websites or resources. We do not endorse and are not responsible or liable for the availability or accuracy of such third-party services, or the content, products, or services available from such third-party services.
Your provision of registration information and any submissions you make to the Site through any functionality you share information including through a form, drop box, upload field, application, comment, review, chat room, e-mail, message board, forum, registration, profile, or other similar functions (collectively, “Interactive Functions”) constitutes your consent to all actions we take with respect to such information consistent with our Privacy Policy, found at https://www.modernspeak.co/legal/privacy-policy.
Any username, password, or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You must exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that should you be provided an account, your account is personal to you, and you agree not to provide any other person with access to the Site or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you logout from your account at the end of each session. You are responsible for any password misuse or any unauthorized access.
You are prohibited from attempting to circumvent and from violating the security of the Site, including, without limitation: (a) accessing content and data that is not intended for you; (b) attempting to breach or breaching the security and/or authentication measures which are not authorized; (c) restricting, disrupting or disabling service to Users, hosts, servers, or networks; (d) illicitly reproducing TCP/IP packet header; (e) disrupting network services and otherwise disrupting Modernspeak’s owner's ability to monitor the Site; (f) using any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site; (g) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (h) attacking the Site via a denial-of-service (DOS) attack, distributed denial-of-service (DDOS) attack, flooding, mailbombing, or crashing; (i) attempting to lure other Users off the Site or using the Site in connection with the distribution of unsolicited commercial messages; (j) copy, store or otherwise access or use any information, including personally identifiable information about any other user, contained on the Site in any way that is inconsistent with our https://www.modernspeak.co/legal/privacy-policy or this Agreement or that otherwise violates the privacy rights of users or third parties and (k) otherwise attempting to interfere with the proper working of the Site or Site.
We reserve the right at any time and from time to time, to disable or terminate your account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of this Agreement.
INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP
You understand and agree that the Site and its entire contents, features, and functionality, including, but not limited to, all information, software, code, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, website layout, selection, and arrangement, are owned by Modernspeak, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.
Modernspeak, and all related names, logos, product and service names, designs, images, and slogans are trademarks of Modernspeak or its affiliates or licensors. You must not use such marks without the prior written permission of Modernspeak. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on the Site are the trademarks of their respective owners. Use of any such intellectual property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.
You may only use the Site for your personal and non-commercial use unless you enter into a client agreement, creator agreement, or other formal agreement in writing with Modernspeak. You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Site, in any form or medium whatsoever; except your computer or browser may temporarily store or cache copies of materials being accessed and viewed and you may make temporary copies of information for your personal use.
Users are not permitted to modify copies of any materials from the Site nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials. You must not access or use for any commercial purposes any part of the Site or materials made available through Modernspeak.
If you print, copy, download, transmit or distribute any part of our Site in breach of this Agreement, your right to use the Site will cease immediately and you must, at our option, return or destroy any copies of the materials or content you have made. You have no right, title, or interest in or to the Site or to any materials or content on the Site, and all rights not expressly granted are reserved by Modernspeak. Any use of the Site not expressly permitted by this Agreement is a breach of this Agreement and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.
USER CONTENT
As a condition of your access and use of the Site, you agree that you may use the Site only for lawful purposes and in accordance with this Agreement.
The following content standards apply to any and all such submissions or other content a User submits, posts, publishes, displays, or transmits (collectively “submit”) to the Site, to other Users or to other persons (collectively "User Content") and any and all Interactive Functions. Any and all User Contents must comply with all applicable federal, provincial, local, and international laws, regulations, and terms of service.
If User is registering for the site, User must register and operate on the Site using their legal names and information. By registering for the Site, you hereby warrant and undertake that the information you provide Modernspeak during the registration process or update after registration is accurate and up-to-date. If any User Content becomes inaccurate after submission, the User hereby agrees to update the User Content as soon as reasonably practical.
Without limiting the foregoing, you represent and warrant and agree that your use of the Site and any User Content shall not involve, provide, or contribute any false, inaccurate, or misleading information. User Content shall not impersonate or attempt to impersonate any other person or entity, nor shall it in any manner violate the terms of use of any third-party website linked to the Site. User Content shall not include any material that is harmful, abusive, discriminatory, or otherwise objectionable, such determination to be made in the Company’s sole discretion.
You acknowledge that we have no obligation to monitor the access to or use of the Site by any specific user or to review, disable access to, or edit any User Content, but have the right to do so to (i) operate, secure and improve the Site (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure your compliance with this Agreement; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to User Content that we determine is harmful or objectionable; or (v) as otherwise set forth in this Agreement.
WE RESERVE THE RIGHT TO UNPUBLISH ANY USER CONTENT AT ANY TIME IF YOU ENGAGE IN ANY CONDUCT THAT WE BELIEVE IS ABUSIVE, THREATENING, DISHONEST, OR OTHERWISE DISRUPTIVE TO OUR COMMUNITY.
USER CONTENT: GRANT OF LICENSE
The Site may contain Interactive Functions allowing User Content on or through the Site. None of the User Content you submit to the Site will be subject to any confidentiality by Modernspeak. By providing any User Content, you grant us and our affiliates, service providers and our respective licensees, successors, and assigns the right to a world-wide, royalty free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, perform, display, distribute, monetize and otherwise disclose to third parties any such material for any purpose and according to your account settings and/or incorporate such material into any form, medium or technology throughout the world without compensation to you. You further waive any moral rights or other rights of authorship as a condition of submitting any User Content.
By submitting User Content, you declare and warrant that you either are the sole and exclusive owner of all User Content that you make available on or through the Site or you have all rights, licenses, consents, and releases that are necessary to grant to us the rights in and to such User Content, as contemplated under this Agreement. By creating, uploading, posting, sending or otherwise making available any User Content on or through the Site, you grant to us a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable and transferable license to such User Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such User Content to provide and/or promote the Site, in any media or Site.
You understand and agree that you, not Modernspeak, nor Modernspeak’s, subsidiaries, affiliates, nor their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, or successors, are fully responsible for any User Content you submit, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy of any User Content submitted by you or any other user of the Site.
In addition to this Agreement, any clients or potential clients of Modernspeak, including brands that require social media services, or creators that require Modernspeak’s services, agree to enter into and/or be bound by Modernspeak’s standard client agreement, creator agreement, and/or creator trial agreement, as applicable.
SITE MONITORING AND ENFORCEMENT, SUSPENSION, AND TERMINATION
Modernspeak has the right, without provision of notice to:
· Remove or refuse to post on the Site any User Content for any or no reason in our sole discretion.
· At all times, take such actions with respect to any User Content deemed necessary or appropriate in our sole discretion.
· Take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Site or Site. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site.
· Terminate or suspend your access to all or part of the Site for any or no reason, including, without limitation, any violation of this Agreement.
YOU WAIVE AND HOLD HARMLESS MODERNSPEAK AND ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY MODERNSPEAK AND ANY OF THE FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY EITHER MODERNSPEAK OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
We have no obligation, nor any responsibility to any party to monitor the Site or its use, and do not and cannot undertake to review User Content. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws.
NO RELIANCE
The content on the Site is provided for general information purposes only. It is not intended to amount to professional advice on which you should rely. You must obtain more specific or professional advice before taking, or refraining from, any action or inaction on the basis of the content on the Site.
Although we make reasonable efforts to update the information on Modernspeak, we make no representations, warranties, or guarantees, whether express or implied, that the information on the Site is accurate, complete, or up to date. Your use of the Site is at your own risk and neither Modernspeak nor its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever for your use of the Site.
The Site may include content provided by third parties, including from other Users and third-party licensors. All statements and/or opinions expressed in any such third-party content, other than the content provided by Modernspeak, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials or User Content do not necessarily reflect the opinion of Modernspeak. Modernspeak nor its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials.
PRIVACY
By submitting your personal information and using the Site, you consent to the collection, use, reproduction, hosting, transmission, and disclosure of any such user content submissions in compliance with our Privacy Policy, found at https://www.modernspeak.co/legal/privacy-policy
By using the Site, you are consenting to the use of cookies which are placed for marketing purposes, to optimize performance and to increase load times of the site, by allowing a server to recall previous requests or registration and/or IP addresses to analyze website use patterns. You can set your browser to notify you before you receive a cookie, giving you the chance to decide whether to accept it. You can also set your browser to turn off cookies. If you do, however, some areas of the Site may not function adequately. For more information on these automated information gathering practices, see https://www.modernspeak.co/legal/privacy-policy.
THIRD-PARTY WEBSITES AND LINKS
For your convenience, Modernspeak may provide links or pointers to third-party sites. We make no representations about any other websites that may be accessed from Modernspeak. If you choose to access any such sites, you do so at your own risk. We have no control over the contents of any such third-party sites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third-party sites.
GEOGRAPHIC RESTRICTIONS
The owner of the Site is based in Alberta, Canada. We provide the Site for use only by persons located in Canada. The Site is not intended for use in any jurisdiction where its use is not permitted. If you access the Site from outside Canada, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.
DISCLAIMER OF WARRANTIES
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SITE OR SERVICE ARE PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
NEITHER MODERNSPEAK NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE SITE OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER MODERNSPEAK NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS REPRESENT OR WARRANT THAT THE SITE, ITS CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE SITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE SITE AND YOUR COMPUTER, INTERNET, AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
LIMITATION ON LIABILITY
EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL MODERNSPEAK NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE SITE, ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY WEBSITES, NOR ANY WEBSITE CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW.
INDEMNIFICATION
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Modernspeak, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your breach of these Terms of Service or your use of the Site, including, but not limited to, your User Content, third-party sites, any use of Modernspeak or Modernspeak’s content, services, your unauthorized use, download, sale, or transmission of a third party’s property, including intellectual property, and products other than as expressly authorized in these Terms and Conditions.
GOVERNING LAW AND CHOICE OF FORUM
The Site and this Agreement will be governed by and construed in accordance with the laws of Alberta and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule. Any action or proceeding arising out of or relating to the Site and under this Agreement will be instituted in the courts of Alberta and/or the Federal Court of Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.
WAIVER
Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates, or may be construed, as a waiver thereof; and no single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
SEVERABILITY
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
ENTIRE AGREEMENT
This Agreement and our Privacy Policy https://www.modernspeak.co/legal/privacy-policy constitute the sole and entire agreement between you and Modernspeak regarding the use and access of the Site and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
REPORTING AND CONTACT
This Site is operated by Modernspeak Inc. of 409B 13 Street NW Calgary, AB, T2N1Z3. [JD2]
If you believe that someone is, through the use of our Site, unlawfully infringing the copyright(s) in a work belonging to you or someone else, and you wish to have the allegedly infringing material removed, send the following information to us at kristyn@modernspeak.co:
· identification of the copyrighted work(s) that you claim to have been infringed;
Should you become aware of misuse of the Site including libelous or defamatory conduct, you must report it to Modernspeak at kristyn@modernspeak.co. All other feedback, comments, requests for technical support, and other communications relating to the Site should be directed to kristyn@modernspeak.co. [JD3]
Copyright © MODERNSPEAK 2022