Terms and Conditions

These Terms and Conditions (collectively “Terms“) contain legal obligations. Please read them carefully.

Ownership of Service. Welcome to Ingest. The Ingest websites (ingest.io, redspace.com and any variations of or successors to these websites, collectively, the “Ingest Website” or the “Website”) and the Ingest service (together with the Website, the “Ingest Service” or the “Service”) are owned by REDspace Inc. and any successors and assigns (collectively referred to in these Terms as “Ingest”). The Ingest Service may expand or change from time to time. You acknowledge that Ingest owns all intellectual property rights in the Service and the Ingest trademark. Application of General Terms and Conditions. Use by end users of the Ingest Service and the Ingest Website is governed by these Terms. Use by certain publishers or other clients may be subject to their separate contracts with us, which may incorporate these Terms in whole or in part. When you are using any service or product offered by Ingest that does not have a separate legal agreement, these Terms will apply. In addition, Ingest also may offer certain services from time to time that are governed by the terms of service of the respective service partners. Where the Ingest Service is running on third-party websites, the terms of use of those websites may be applicable in addition to these Terms. The Ingest Privacy Policy, found here forms part of these Terms. Questions Please direct any legal questions to: General Counsel REDspace Inc. 1595 Bedford Highway Bedford NS Canada B4A 3Y4 Acceptance and Accuracy. By using the Ingest Service, you agree, without limitation or qualification, to be bound by, and to comply with, these Terms and any other posted guidelines or rules at applicable any website where the Ingest Service is found. Ingest may make improvements and/or changes to the Website and Terms at any time. We make no representation as to the completeness or accuracy of any information on this Website, and we undertake no obligation to update or revise the information contained on this Website. Conditions and Restrictions of Use. Termination. Use of the Ingest Service is subject to compliance with these Terms. You acknowledge and agree that Ingest may terminate and/or suspend your access to any portion of the Ingest Service should you fail to comply with the Terms or any other guidelines and rules published by Ingest. Any such termination or suspension shall be in Ingest’s sole discretion and may occur without prior notice, or any notice. Ingest further reserves the right to terminate or suspend any user’s access to Ingest or to any portion of the Ingest Service for any conduct that Ingest, in its sole discretion, believes is or may be directly or indirectly harmful to other users, to Ingest or its subsidiaries, affiliates, or business contractors, or to other third parties, or for any conduct that violates any local, provincial, federal, or foreign laws or regulations. Ingest further reserves the right to terminate or suspend any user’s access to the Ingest Service for any reason or for no reason at all, in Ingest’s sole discretion, without prior notice. Access to Content. Please be aware that the majority of the content found on or through the Ingest service (“Content“) is for general audiences, but there may be certain adult or mature Content. Where there is mature or adult Content, individuals who are less than 18 years of age or are not permitted to access such Content under the laws of any applicable jurisdiction may not access such Content. Ingest shall be entitled to require verified parental consent, including in accordance with applicable law, and to deny some or all of the Ingest Service to minors. YOU ACKNOWLEDGE THAT SOME AREAS OF THE INGEST SERVICE MAY CONTAIN MATERIAL THAT IS INAPPROPRIATE FOR MINORS. Registration and Password. Certain of the Ingest Services will require the user to register and provide certain data. In consideration of use of such Services, in registering and providing such data, you represent and warrant that: (a) the information about yourself is true, accurate, current, and complete as required by various Ingest registration forms (“Registration Data“) and (b) you will maintain and promptly update the Registration Data to keep it true, accurate, current and complete.You are responsible for maintaining the confidentiality of any Ingest password and ID, and are fully responsible for all activities that occur under your password or ID. You agree to (a) immediately notify Ingest of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Ingest cannot and will not be liable for any loss or damage arising from your failure to comply with this requirement. Content Not Screened or Error Free. You acknowledge and agree that by using the Services, you may be exposed to Content that is offensive, indecent or objectionable. You further acknowledge and agree that the Services and the Content may contain errors or omissions. You acknowledge and agree that Ingest does not screen or review published Content on the Service to determine whether it contains false or defamatory material, or material which is offensive, indecent, objectionable, or which contains errors or omissions. Under no circumstances will Ingest be liable in any way for any user or other third party Content, including, but not limited to, for any defamation, falsehoods, errors or omissions in any such Content, or for any loss or damage of any kind incurred as a result of the use or publication of any such Content posted, emailed or otherwise transmitted via the Service. In the event that you believe that Content published on or through the Ingest Service contains defamatory material or otherwise is published in violation of these terms and conditions, please contact us right away at the address specified above. User Agrees Not to Circumvent Publishers’ Ownership Rights. You acknowledge and agree that your rights to view the publisher Content that you access on or through the Ingest Service are strictly limited to rights that you obtained in respect of the Content. Except as permitted expressly by such rights, you may not copy, reproduce, use or in any way exploit any such Content, and you may be criminally and/or civilly liable for doing so. Prohibited Conduct. In addition to other restrictions in these Terms, you agree that you will not: Use Ingest Services to engage in any conduct or upload, post, email, otherwise transmit, or post links to any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, child pornography, libelous, invasive of privacy or publicity rights, hateful, or racially, sexually, ethnically or otherwise objectionable, as Ingest determines in its sole discretion. Collect or store personally identifying information about other users for commercial or unlawful purposes. Impersonate any person or entity, including, but not limited to, an Ingest official, employee, or falsely state or otherwise misrepresent your affiliation with a person or entity. Upload, post, email, otherwise transmit, or post links to any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas that are designated for such purpose. Upload, post, email, otherwise transmit, or post links to any material that contains software viruses, worms, trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the Services or Ingest. Conduct your own contests and promotions or upload, post, email, otherwise transmit, or post links to any Content regarding any raffle, contest or game requiring a fee by participants. Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services. Decompile, disassemble, modify, translate, adapt, reverse engineer, create derivative works from, or sublicense any software deployed in connection with the Services. You agree that Ingest may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Ingest, its users and the public. Ingest also may suspend or terminate any user account for any Service because of user inactivity. For example, an Ingest account may be terminated or suspended if a user fails to sign-in to the Ingest Service for an extended period of time. The minimum level of “user inactivity” varies depending on the Service. If one of your accounts is suspended or terminated for inactivity, your right to use such Service immediately ceases. Notice and Procedure For Making Claims of Copyright or Intellectual Property Infringement. Ingest respects the intellectual property of others. Ingest does not, however, independently confirm that all Content made available through the Ingest Service is provided by a valid rights holder. In the event that Ingest becomes aware that Content published on or through the Ingest Service has been provided by a person who is not a valid rights holder, Ingest may, in appropriate circumstances and at its discretion, disable and/or terminate the publication of such Content. If you believe that your work available through Ingest has been copied or published in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Ingest at the address set out above. License To Content. For any Content posted by you on, to, or through the Service, you grant Ingest a world-wide, royalty free, perpetual, license to use, copy, transmit, publicly display, publicly perform, create derivative works of, and distribute such Content in connection with the applicable Service, and for testing and promotion of the Service. Such license shall apply with respect to any form, media, or technology now known or later developed. DISCLAIMER OF WARRANTIES. INGEST AND THE SERVICES ARE PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, INGEST DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, INGEST DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICES, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH THE SERVICES OR THROUGH ANY LINKS PROVIDED IN THE SERVICES.Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties. LIMITATION OF LIABILITY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL INGEST OR ITS LICENSORS BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER’S USE OR MISUSE OF OR RELIANCE ON THE SERVICES. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES (EVEN IF INGEST OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).SUCH LIMITATION SHALL APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE INGEST SERVICES. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND TO THE FULLEST EXTENT PERMITTED BY LAW. UNDER NO CIRCUMSTANCES SHALL INGEST OR ITS LICENSORS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, the foregoing limitation may not apply to you. Indemnity. You agree to indemnify and hold Ingest and its subsidiaries, affiliates, officers, agents, co- branders or other partners, and employees, harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of Content you submit, post, transmit or make available through the Service, your use of the Service, your violation of these Terms or any other applicable published Ingest usage terms, conditions, policies, or requirements, or your violation of any rights of another. Third Party Links. The Website may contain links to websites operated by other parties. The linked sites are not under the control of Ingest, and Ingest is not responsible for the Content available on any other Internet sites linked to the Website. Such links do not imply Ingest’s endorsement of material on any other site, and Ingest disclaims all liability with regard to your access to such linked websites. Ingest provides links to other Internet sites as a convenience to users, and access to any other Internet sites linked to the Website is at your own risk. Consent to Exclusive Jurisdiction, Waiver of Objections. These Terms and Conditions and the relationship between you and Ingest shall be governed by the laws of the Province of Nova Scotia, Canada without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within the Province of Nova Scotia for the adjudication of any and all claims arising out of your use of the Ingest Services, and you waive any objection thereto.