Last updated: August 20, 2019
Modifications of this Agreement
Intellectual Property Rights
The content on the Website, including without limitation, the text, software, scripts, graphics, files, images, photos, sounds, music, videos, interactive features and the like (collectively “Content”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to the Company, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. The Company reserves all rights not expressly granted in and to the Website and the Content. You may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content. For clarity, as between the parties, you retain ownership of the User Submissions that you create.
This Agreement shall remain in full force and effect while you use the Website. You may terminate your use of the Website or your membership at any time by emailing email@example.com. We may terminate your access to the Website or your membership at any time, for any reason, and without warning. Sections 3, 6 and 8 through 13 shall survive termination of this Agreement for any reason.
Certain Content and features of the Website are made available in exchange for fees and may be subject to terms and conditions that supersede the terms of this Agreement. We may charge fees for all or some of the Website’s services in our sole discretion. If we terminate your registration or membership because of your breach of the Agreement, you will not be entitled to a refund of any unused portion of such fees, except to the extent required under applicable law.
6.1 The Website permits users to post their own content on the Website (“User Submissions”). You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. You agree that the Company has no liability with respect to any User Submissions, including, without limitation, your own submissions, and you hereby irrevocably release the Company and its officers and directors, employees, agents, representatives and affiliates, from any and all liability arising out of or relating to User Submissions or any part thereof. You represent and warrant that the posting of your User Submissions on or through the Website and their use as authorized herein do not and will not violate the privacy rights, publicity rights, copyrights, contract rights, or any other rights of any person or entity, or any applicable laws or regulations. By submitting your User Submissions to the Website, you give the Company all non-exclusive rights and licenses necessary to use and otherwise exploit such User Submissions for any purpose in connection with the Website and the Company’s other related services, including, without limitation, the right to modify, publicly display, reproduce and distribute such User Submissions. These rights are perpetual and irrevocable, but, as between the parties, you remain the owner of the User Submissions that you create. You also hereby do and shall grant each user of the Website a non-exclusive, perpetual, irrevocable license to access your User Submissions through the Website, and to use such User Submissions as permitted through the functionality of the Website and under this Agreement. 6.2 In connection with User Submissions, you further agree that you will not: (i) publish falsehoods or misrepresentations, or anything you do not have the right to publish; (ii) submit material that is unlawful, obscene, lewd, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, excessively violent, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate or objectionable; (iii) post advertisements or solicitations of business; or (iv) impersonate another person. We do not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all responsibility or liability in connection with User Submissions. 6.3 We reserve the right to decide, in our sole discretion, whether Content or a User Submission is inappropriate, or violates the terms of this Agreement. We also reserve the right, in our sole discretion, to reject, refuse to post or remove any posting (including private messages and User Submissions) by you, or to restrict, suspend or terminate your access to all or any part of the Website at any time, for any reason, without prior notice. Notwithstanding the foregoing, the Company assumes no responsibility for monitoring the Website, Content, or User Submissions for inappropriate conduct, or modifying or removing such conduct, Content or User Submissions from the Website. 6.4 It is the Company’s policy to (i) block access to or remove Content that it believes in good faith infringes any copyright; and (ii) remove and discontinue services to repeat offenders. Please review our DMCA policy as further described below. 6.5 We reserve the right to discontinue any aspect of the Website at any time.
Procedure for Making Claims of Copyright Infringement
If you believe that your work has been copied on the Website in a way that constitutes copyright infringement, please notify our copyright agent in writing, and include the following:
- Your physical or electronic signature, as the owner of an exclusive right that is allegedly infringed or as a person authorized to act on the owner’s behalf.
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at our site are covered by a single notification, a representative list of such works.
- Identification of the material that is claimed to be infringing, or to be the subject of infringing activity and that is to be removed, or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material. Providing URLs in the body of an email is the best way to help us locate content quickly.
- Information reasonably sufficient to permit us to contact you, such as your address, telephone number, or email address.
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are the owner of an exclusive right that is allegedly infringed or a person authorized to act on the owner’s behalf.
Such notices should be sent to our Copyright Agent as follows:
3 Columbus Circle
New York, NY 10019
Please note that this procedure is exclusively for notifying us that your copyrighted material has been infringed.
Please also note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
If you believe that material you posted has been removed in error, you should send our Copyright Agent, using the contact information listed above, a counter notice that includes the following:
- Your physical or electronic signature.
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
- A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification.
- Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which the Company’s offices are located, and that you will accept service of process from the person who provided notification of copyright infringement, or an agent of such person.
Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of subscribers who are repeat infringers.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY, ITS SUPPLIERS AND LICENSORS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COURSE OF PERFORMANCE, COURSE OF DEALING, AND USAGE OF TRADE. IN ADDITION, NEITHER THE COMPANY NOR ITS SUPPLIERS NOR LICENSORS, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, MAKES ANY WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THE WEBSITE, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY; AND/ OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. THE COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY CONTENT, PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY ADVERTISING, AND THE COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF CONTENT, PRODUCTS OR SERVICES. THE WEBSITE IS CONTROLLED AND OFFERED BY THE COMPANY FROM ITS FACILITIES IN THE UNITED STATES OF AMERICA. THE COMPANY MAKES NO REPRESENTATIONS THAT THE WEBSITE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE WEBSITE FROM OTHER JURISDICTIONS ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
You agree to defend, indemnify and hold harmless the Company, its parent corporation, affiliates, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, demands, and expenses (including but not limited to, attorneys’ fees) arising from: (i) your use of and access to the Website or any Content that you post thereon; (ii) your violation of any term of this Agreement or of your representations and warranties set forth herein; (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party.
By using the Website, you represent and warrant that (i) all registration information you submit is accurate and truthful; (ii) you will maintain the accuracy of such information; (iii) you are 18 years of age or older (if you are agreeing to these terms and conditions on behalf of a minor, you certify to the Company that you are such minor’s legal guardian); and (iv) your use of the Website does not violate any applicable law or regulation. Your profile may be deleted and your membership may be terminated without warning if the Company believes that you are under 18 years of age and that your legal guardian did not authorize your Website membership.
LIMITATION OF LIABILITY
IN NO EVENT SHALL THE COMPANY, ITS SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING LOST PROFITS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SUBJECT TO THE FOREGOING, THE COMPANY’S LIABILITY TO YOU FOR ANY REASON, WILL BE LIMITED TO $500. YOU SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS SOLELY AND ENTIRELY WITH YOU.
You may not transfer or assign this Agreement or any rights and licenses granted hereunder without the Company’s prior written consent. The Company may freely transfer, assign, or delegate this Agreement, and any of its rights or obligations hereunder.
If there is any dispute about or involving the Website, you agree that the dispute shall be governed by the laws of the State of New York, without regard to conflict of laws provisions thereof. Unless otherwise elected by the Company, the sole jurisdiction and venue for actions related to the subject matter hereof shall be the New York state and U.S. federal courts having within their jurisdiction the location of the Company’s principal place of business, and both parties hereby consent to such jurisdiction and venue. If any provision of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, the invalidity or unenforceability of such provision shall not affect the validity or enforceability of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. YOU AND THE COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.