IMPORTANT: THESE TERMS INCLUDE, AMONG OTHER THINGS, AN ARBITRATION PROVISION CONTAINING A CLASS ACTION WAIVER. PLEASE SEE SECTION XV FOR MORE INFORMATION.
I. AGREEMENT TO TERMS
II. USE OF THIRD-PARTY AND SERVICE PROVIDER WEBSITES
Certain of our Services integrate websites from third parties (“Service Providers”). We have no control over any Service Provider and, in addition to these Terms, your access of, and the collection and use of your personal information on, the Services is governed by the terms and conditions and privacy policies of such Service Providers, respectively, as set forth on Annex A of these Terms. We recommend that you carefully review the Service Providers’ privacy policies and terms and conditions prior to accessing the Service, which are incorporated into these Terms and made a part hereof.
III. USE OF THE SERVICES
You must be at least eighteen (18) years old in order to use the Services. By using the Services, you are representing that you are 18 years of age or older. We are not liable for any damages that may result from a user’s misrepresentation of age. In addition, certain Services may have additional eligibility requirements, as specified on our Website.
B. Registration and Your Information
If you want to use certain of the Services, you may be required to provide certain personal information.
It’s important that you provide us with accurate, complete, and up-to-date information, and you agree to update such information, as needed, to keep it accurate, complete, and up-to-date. We may suspend or terminate your access to the Website and our Services in our sole discretion, including, but not limited to, instances where you have violated these Terms.
C. Email Communications
By submitting your email address to the Website, you consent to being placed on the Company’s mailing lists and thereby to receiving email correspondence from the Company, including newsletters, event advertisements, and Website updates. You may remove your email address from the applicable mailing list at any time by clicking the “unsubscribe” link in any email from us. Although we will promptly remove your email address from our mailing list, you may still receive certain emails that were initiated before your unsubscribe was fully processed (i.e., your email address was removed from our list).
E. Links to Third-Party Websites or Resources
Any links furnished through our Website are provided to you for your convenience and any inclusion of a third-party link shall in no way be construed as an endorsement by us of the website(s) or their content.
If you would like to link to our Website, you may only do so on the basis that you link to, but do not replicate, any page of our Website or portions of our Website, and subject to the following conditions:
If you choose to link to our Website in breach of anything contained in these Terms, you shall fully indemnify us for any loss or damage suffered as a result of your actions.
IV. CONTENT AND CONTENT RIGHTS
For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided, or otherwise made available through the Services; and (ii) “User Content” means any Content that you post on the Website, our Social Media Pages, or otherwise make available through the Services.
A. Content Ownership, Responsibility, and Removal
The Company does not claim any ownership rights in any User Content that you make available through the Services and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, the Company and its licensors exclusively own all right, title, and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services or Content.
B. Rights in User Content Granted by You
By making any User Content available through the Services, you hereby grant to the Company a worldwide, perpetual, non-exclusive, irrevocable, royalty-free, freely sublicenseable (through multiple tiers) and transferable (in whole or in part) right (including any moral rights) and license to use, copy, modify, excerpt, adapt, publish, translate, create derivative works and compilations based upon, distribute, publicly display, publicly perform, reproduce, broadcast, and distribute your User Content, including your name, voice, likeness, and other personally identifiable information (as such term or similar terms, such as “personal data” or “personal information” are defined under applicable law) to the extent that such is contained in User Content, anywhere, in any form and on and through all media formats now known or hereafter devised, in connection with operating, providing, marketing, and improving the Services to you and to other Website users or for any other activity. The Company’s use of such User Content shall not require any further notice or attribution to you and such use shall be without the requirement of any permission from or any payment to you or any other person or entity.
You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by the Company on or through the Services, will infringe, misappropriate, or violate a third-party’s intellectual property rights or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You acknowledge and agree that the Company is not responsible for resolving any disputes between you and other users of our Services regarding your rights to any User Content or other materials or inventions that may have been created by you alone or jointly with other users of our Services.
You may be able to remove some of your User Content by specifically deleting it. However, in certain instances, some of your User Content (such as posts or comments you make on our Social Media Pages) may not be removed or may not be completely removed and copies of your User Content may continue to exist on the Website, our Social Media Pages, or may be retained by the Company as back-up copies of the applicable Service, which are not publicly available. Furthermore, to the extent that the Company made use of your User Content prior to its deletion, the Company will retain the right to make such pre-existing uses even after your User Content is deleted. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content. You acknowledge that (i) deletion of your User Content from Services will not result in, and the Company assumes no responsibility for, the deletion of such User Content by any third-parties who were provided with or had access to such User Content prior to your deleting it from our Services, and (ii) termination of your use of the Services will not result in the immediate or automatic deletion of your User Content consistent with these Terms.
C. Rights in Content Granted by the Company
Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy, display, and print the Content provided to you solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.
D. Content Disclaimer
The Content may include the opinion of a specific Company employee. Such statements are not advice, opinion, or information of the Company. The Services may also include the personal opinions and other expressions of Website users who share information on a wide range of topics. Neither this content, nor any links they may contain to other websites, are screened, approved, reviewed, or endorsed by the Company.
V. USER CONDUCT AND REMOVAL OF CONTENT
Any material or User Content that you send, post, or otherwise share may be used by the Company pursuant to Section IV of these Terms. You are prohibited from sending us sensitive information (including, but not limited to, health information or financial information, except, in the latter case, only as strictly requested when making a donation to us).
You agree that you will not engage in any actions, or submit any User Content, that is defamatory, offensive, objectionable, prohibited, or illegal, as determined by the Company in its sole discretion. Without limitation, actions or User Content that shall be considered defamatory, offensive, objectionable, prohibited, or illegal include the following:
We will fully cooperate with any law enforcement authorities or court order requiring us to disclose the identity or other details or any person posting materials to our Website in breach of these Terms. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR AS A RESULT OF, ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
The Company reserves the right, as exercised in its sole discretion, to monitor, record, edit, or remove any User Content on the interactive areas for any reason, including, but not limited to, lack of adherence to these Terms, and the Company shall bear no liability for any such action. If the Company is notified of User Content that is alleged not to conform to these Terms, the Company may (but shall not be obligated to) investigate the allegation and determine in its sole discretion to remove or request the removal of the User Content. The Company has no liability or responsibility to you, or to any other person or entity, for the performance or nonperformance of any screening or removal activities. You agree that the Company shall not be liable for User Content, including any defamatory, offensive, or illegal conduct, of any third party and that the risk of harm or damage from the foregoing is solely yours.
You shall not use our Services while distracted or preoccupied, such as when operating a motor vehicle. You should access our Services only with due regard for your own safety and the safety of others.
THE WEBSITE AND ALL INFORMATION, PRODUCTS, AND SERVICES AVAILABLE THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” BASIS. YOU AGREE THAT USE OF THE WEBSITE OR ANY ASSOCIATED INFORMATION, PRODUCTS, AND SERVICES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE COMPANY AND SUCCESSORS AND ITS AFFILIATES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT ANY RELIANCE ON ANY INFORMATION, PRODUCTS, OR SERVICES APPEARING ON THE WEBSITE SHALL BE AT YOUR SOLE RISK, AND YOU HEREBY WAIVE ANY RIGHTS YOU MAY HAVE HAD REGARDING ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, ON THE PART OF THE COMPANY AND ITS AFFILIATES REGARDING THE FUNCTIONING AND USE OF THE WEBSITE.
VII. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL THE COMPANY, ITS SUCCESSORS AND AFFILIATES OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, VOLUNTEERS, AGENTS, LICENSORS, AND SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER AND HOWSOEVER ARISING, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE, INCLUDING ANY SUCH DAMAGES RESULTING FROM A CLAIM BY ANY PARTY RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES OR ANY ASSOCIATED INFORMATION, PRODUCTS, AND SERVICES. FURTHERMORE, THE COMPANY AND ITS SUCCESSORS AND AFFILIATES SHALL NOT BE LIABLE FOR DAMAGES RELATING TO THE USE OF THIRD-PARTY SITES OR WEBSITES LINKED TO OR USED BY THE WEBSITE.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH JURISDICTIONS, THE LIABILITY OF THE COMPANY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless the Company and its successors and affiliates, as well as its officers, directors, employees, volunteers, agents, licensors, and suppliers, from and against any damages or claims, actions or demands, liabilities, and settlements, including, without limitation, reasonable legal and accounting fees, regardless of whether they are attributable to any act or omission of the Company and its successors and affiliates, in connection with (1) your use of the Services, (2) your breach of these Terms, (3) your negligent or wrongful conduct, (4) your access to or use of any third-party website or website linked to or used by the Website, (5) User Content, (6) your violation of these Terms or your violation of any third-party right, including without limitation any trademark, copyright, or other proprietary or privacy right, or (7) the infringement by you of any right of any person or entity. This indemnification provision shall apply to third-party claims as well as claims between the parties to these Terms.
IX. PROPERTY RIGHTS
The Content in the Services, including the content and the trademarks, service marks, and logos on the Website, are the property of the Company or third-party licensees and are protected by copyright and other intellectual property rights under both United States and foreign laws. You may not modify or transfer the Content, or otherwise make use of the Content for any purpose, without the Company’s and/or any other respective owner’s prior written permission, except as expressly permitted on the Website. You are permitted to access and use the Content through the provided functionality of the Website for personal non-commercial uses only, provided that: (a) any such uses are not competitive with or derogatory to the Website, and (b) you keep all copyright or other proprietary notices intact without alteration. Please note that this limited consent may be revoked at any time and does not include consent to re-publish Website Content elsewhere.
Any other trademarks or service marks appearing anywhere on our Website are the property of their respective owners. To the extent any product name or logo does not appear with a trademark does not constitute a waiver of any and all intellectual property rights that the Company has established in any of its products, features, or service names or logos.
If you believe that your work has been posted on the Website in a way that constitutes copyright infringement, you may send us a notice pursuant to the Digital Millennium Copyright Act that complies with Section 512(c)(3) of Title 17 of the United States Code and includes the following (as more specifically detailed in Section 512(c)(3) of Title 17 of the United States Code):
Please direct all communications to the address indicated below in Section XVIII (Contact Information).
X. SITE UPTIME, UPKEEP
The Services are subject to change any time without notice, including to correct any errors or omissions in any portion of the Services. At any time, the Company may terminate, change, or suspend any aspect of the Services, temporarily or permanently, without notice to you. The Company is not obligated to continue to support or update the Services. The Company may impose limits on certain features or services or restrict your access to parts, or all of the Services. While we will take all reasonable steps to ensure that the Services are available at all times, websites do sometimes encounter downtime due to server and other technical issues. Where possible, we will try to give our users advance warning of maintenance issues, but we shall not be obligated to do so. You acknowledge and agree that the Company and its successors and affiliates shall not be liable to you or to any third party in the event that the Services or any part thereof become temporarily or permanently unavailable.
While we take every effort to ensure that all Content provided on the Website do not contain computer viruses, or harmful materials, you should take reasonable and appropriate precautions to scan for computer viruses or otherwise protect your computer and you should ensure that you have a complete and current backup of applicable items on your computer. We disclaim any liability for the need for services or replacing equipment or data resulting from your use of the Services. While every effort is made to ensure smooth and continuous operation, we do not warrant that the Services will operate error free.
XI. AMENDMENTS TO THE TERMS
XII. ENTIRE AGREEMENT
These Terms and any rights and licenses granted hereunder may not be transferred or assigned by you.
XIV. COMPLIANCE WITH APPLICABLE LAW AND GOVERNING LAW
We make no representations that the Content or the Services are appropriate or that they may be used or downloaded outside of the United States. Access to the Services may not be legal in certain countries outside of the United States. If you access the Services from outside the United States, you do so at your own risk and are responsible for compliance with the laws of the jurisdiction from which you access the Website.
Our Services were created and are controlled by the Company in the State of New York, United States of America. The Services, and any disputes arising therefrom, shall be construed and interpreted under the laws of the State of New York and applicable United States federal laws, without regard for any conflict or choice of law principles thereof.
The Company maintains the Services from offices in the United States. If you access or use the Services from outside the United States, you are responsible for compliance with your local laws and regulations. We make no claims that the Website or any of its Content is accessible or appropriate outside of the United States.
XV. ARBITRATION & CLASS ACTION WAIVER
By agreeing to these Terms, you also agree to arbitrate any and all claims arising out of or relating to these Terms or use of the Services (a “Claim”) pursuant to the Federal Arbitration Act and subject to the terms below. You and the Company agree that we intend that this Section XV satisfies the “writing” requirement of the Federal Arbitration Act, and further agree that notwithstanding any other provision of the Terms, the Federal Arbitration Act shall govern the interpretation and enforcement of this Section.
In the event of a Claim, you and we agree to binding alternative dispute resolution pursuant to the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”), however titled (“AAA Rules”).
ARBITRATION OF YOUR CLAIM IS MANDATORY AND BINDING. NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM THROUGH A COURT. IN ARBITRATION, NEITHER PARTY WILL HAVE THE RIGHT TO A JURY TRIAL OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE AAA RULES.
NO CLASS ACTION OR OTHER REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL ACTION OR JOINDER OR CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER PERSON OR CLASS OF CLAIMANTS SHALL BE PERMITTED.
All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. The arbitration proceeding will be held in New York, New York (borough of Manhattan), unless you elect to proceed with a telephonic hearing or unless you and the Company agree to an alternative location. The Company will pay the initial filing fee for any arbitration, but the parties each shall otherwise bear their respective fees and expenses except as may be provided in the AAA Rules.
For a copy of the AAA Rules, to file a claim or for other information about the AAA, contact AAA, at 335 Madison Avenue, New York, NY 10017 or at www.adr.org.
All determinations as to the scope, interpretation, enforceability, and validity of these Terms shall be made final exclusively by the arbitrator, which award shall be binding and final. Judgment on the arbitration award may be entered in any court having jurisdiction.
This arbitration provision shall survive the termination of the Services or of these Terms. If any portion of this arbitration provision is deemed invalid or unenforceable, the remaining portions shall remain in force.
The Company may immediately terminate these Terms or terminate your access to the Services with or without cause, and with or without notice, at any time (including where you repeatedly infringe the intellectual property of others with the Content that you post to the Services). Such termination shall take effect immediately, unless the Company provides otherwise in any notice. Upon termination, your right to use the Services immediately ceases and you acknowledge and agree that the Company may immediately delete any files and data relating to you, and bar any further access to such data or to the Services. The Company shall not be liable to you or to any third party for termination of your right to use the Services. In the event of termination of these Terms, the Limitation of Liability, Disclaimer of Warranty, Indemnification, Compliance with Applicable Law and Governing Law, and Arbitration & Class Action Waiver Sections shall survive such termination.
The headings contained in these Terms are for convenience only and are not to be used in interpreting these Terms. The provisions of these Terms are severable. In the event any provision of these Terms shall, in whole or in part, be determined to be void for any reason, the remaining provisions will remain in full force and effect. The Company’s failure or delay in exercising or enforcing any right under these Terms shall not operate as a waiver or relinquishment of any right. No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE OR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
XVIII. CONTACT INFORMATION
If you have any
questions about these Terms or the Services, please contact the Company at:
email@example.com or at 212-213-0221.
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