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Terms and Conditions of Use
The following terms and conditions (the “Terms and Conditions”) govern your use of this web site or application provided to you by Acton Media or one of its subsidiaries, and any content, services, products, features or functionality made available from or through this web site, including any subdomains thereof, or application (the “Web Site”). The Web Site is made available by Acton Media or its subsidiaries (“we” or “us” or “our”), each of which have adopted these Terms and Conditions with regard to the Web Site. We may change the Terms and Conditions from time to time, at any time without notice to you, by posting such changes on the Web Site. BY USING THE WEB SITE, YOU ACCEPT AND AGREE TO THESE TERMS AND CONDITIONS AS APPLIED TO YOUR USE OF THE WEB SITE. If you do not agree to these Terms and Conditions, you may not access or otherwise use the Web Site.
1. Proprietary Rights.
As between you and us, we own, solely and exclusively, all rights, title and interest in and to the Web Site, all the content (including, for example, audio, photographs, illustrations, graphics, other visuals, video, copy, text, software, titles, Shockwave files, etc.), code, data and materials thereon, the look and feel, design and organization of the Web Site, and the compilation of the content, code, data and materials on the Web Site, including but not limited to any copyrights, trademark rights, patent rights, database rights, moral rights, sui generis rights and other intellectual property and proprietary rights therein. Your use of the Web Site does not grant to you ownership of any content, code, data or materials you may access on or through the Web Site.
2. Limited License.
You may access and view the content on the Web Site on your computer or other device and, unless otherwise indicated in these Terms and Conditions or on the Web Site, make single copies or prints of the content on the Web Site for your personal, internal use only. Unless otherwise specifically indicated in these Terms and Conditions or on the Web Site, use of the Web Site and the services offered on or through the Web Site, are only for your personal, non-commercial use.
3. Prohibited Use.
Unless otherwise specifically indicated in these Terms and Conditions or on the Web Site, any commercial or promotional distribution, publishing or exploitation of the Web Site, or any content, code, data or materials on the Web Site, is strictly prohibited unless you have received the express prior written permission from our authorized personnel or the otherwise applicable rights holder. Other than as expressly allowed herein or on the Web Site, you may not download, post, display, publish, copy, reproduce, distribute, transmit, modify, perform, broadcast, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials on or available through the Web Site. You further agree that you may not alter, edit, delete, remove, otherwise change the meaning or appearance of, or repurpose, any of the content, code, data, or other materials on or available through the Web Site, including, without limitation, the alteration or removal of any trademarks, trade names, logos, service marks, or any other proprietary content or proprietary rights notices. You acknowledge that you do not acquire any ownership rights by downloading or otherwise using any copyrighted material from or through the Web Site. If you make other use of the Web Site, or the content, code, data or materials thereon or available through the Web Site, except as otherwise provided above, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use.
4. Web Site Access.
Acton Media hereby grants you permission to use the Web Site as set forth in these Terms and Conditions, provided that:
- you are 13 years of age or older;
- your use of the Web Site as permitted is solely for your personal use and/or the use of your company or other legal entity;
- you will not share your userid and password, if applicable, with anyone else,
- you will not copy, disclose or distribute any part of the Web Site or the Content (as defined below) or materials contained herein to any third party and/or in any medium without our prior written authorization;
- you will not alter or modify any part of the Web Site other than as may be reasonably necessary to use the Web Site for its intended purpose;
- you will otherwise comply with these Terms and Conditions;
- you are not a competitor of Acton Media and are not using the Web Site for reasons that are in competition with Acton Media;
- you comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements;
- you only provide accurate information and update it as necessary;
- you only use the Web Site in a professional manner;
- you do not act dishonestly by posting inappropriate, inaccurate, or objectionable Content;
- you do not harass, abuse or harm another person, including sending unwelcomed communications to others using the Web Site;
- you do not use or attempt to use another’s account without authorization, or create a false identity on the Web Site;
- you do not take any action or upload, post, email, transmit or otherwise make available or initiate any Content that:
- falsely states, impersonates or otherwise misrepresents your identity;
- is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable;
- includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships;
- infringes upon any intellectual property or other proprietary rights;
- includes any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- contains software viruses, worms, or any other computer code, files or programs that harm, interrupt, delay, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of Acton Media or any user of Acton Media;
- reverse engineers, decompiles, disassembles, deciphers or otherwise attempts to derive the source code for any underlying intellectual property used to provide the Web Site, or any part thereof;
- utilizes or copies information, content or any data you view on and/or obtain from the Web Site to provide any service that is competitive with the Web Site, in Acton Media’s sole discretion;
- falsely implies or states, directly or indirectly, that you are affiliated with or endorsed by Acton Media unless you have entered into a separate written agreement with Acton Media;
- adapts, modifies or creates derivative works based on the Web Site or technology underlying the Web Site, or other users’ content, in whole or part;
- rents, leases, loans, trades, sells/re-sells access to the Web Site or any Content therein, or the equivalent, in whole or part, unless you have entered into a separate written agreement with Acton Media;
- sells, sponsors, or otherwise monetizes the Web Site, or any other service or functionality of Acton Media, unless you have entered into a separate written agreement with Acton Media;
- deep-links to the Web Site for any purpose, (i.e., including a link to any page of the Web Site other than Acton Media’s home page) unless you have entered into a separate written agreement with Acton Media;
- removes any copyright, trademark or other proprietary rights notices contained in or on the Web Site, including those of Acton Media and/or any of its users, advertisers, suppliers, clients and/or counterparties;
- removes, covers or otherwise obscures any form of advertisement included on the Web Site;
- collects, uses, copies, or transfers any information, including, but not limited to, personally identifiable information obtained from the Web Site except as expressly permitted in these Terms and Conditions or as the owner of such information may expressly permit, unless you have entered into a separate written agreement with Acton Media;
- infringes or uses Acton Media’s brand, logos and/or trademarks in any business name, email, or URL except as expressly permitted by Acton Media;
- uses manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Web Site;
- uses bots or other automated methods to access the Web Site, add or download Content, send or redirect messages, or perform other activities through the Web Site, unless explicitly permitted by Acton Media;
- accesses, via automated or manual means or processes, the Web Site for purposes of monitoring their availability, performance or functionality for any competitive purpose;
- engages in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Web Site;
- attempt to or actually override any security component included in or underlying the Web Site;
- engages in any action that directly or indirectly interferes with the proper working of, or places an unreasonable load on, the Web Site’s infrastructure, including, but not limited to, sending unsolicited communications to other users or Acton Media personnel, attempting to gain unauthorized access to the Web Site, or transmitting or activating computer viruses on or through the Web Site; or
- interferes with or disrupts or games the Web Site, including, but not limited to, any servers or networks connected to Web Site.
In order to access some features of the Web Site, you may have to create an account. You may never use another’s account without permission, or allow anyone else to use your account. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep any account passwords secure. You must notify us immediately of any breach of security or unauthorized use of your account. Although we will not be liable for your losses caused by any unauthorized use of your account, you may be liable to us for the losses of Acton Media or others due to such unauthorized use.
You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that access the Web Site in a manner that sends more request messages to Acton Media servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, Acton Media grants the operators of public search engines permission to use spiders to copy materials from the Web Site for the sole purpose of creating publicly available searchable indices of the Web Site’s materials, but not caches or archives of such materials. We reserve the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Web Site, nor to use the communication systems provided by the Web Site for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Web Site.
The trademarks, logos, service marks and trade names (collectively the “Trademarks”) displayed on the Web Site or on content available through the Web Site are our registered and unregistered Trademarks and others and may not be used in connection with products and/or services that are not related to, associated with, or sponsored by their rights holders that are likely to cause customer confusion, or in any manner that disparages or discredits their rights holders. All Trademarks not owned by us that appear on the Web Site or on or through the Web Site’s services, if any, are the property of their respective owners. Nothing contained on the Web Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Web Site without our written permission or the third party that may own the applicable Trademark. Your misuse of the Trademarks displayed on the Web Site or on or through any of the Web Site’s services is strictly prohibited.
All design, text, graphics, logos, button icons, images, audio and video clips, the selection and arrangement thereof, and all software on the Web Site is owned by or licensed to Acton Media, or Acton Media believes it has a “fair use” right to use, all subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. The compilation (meaning the collection, arrangement and assembly) of all content on the Web Site is the exclusive property of Acton Media and protected by U.S. and international copyright laws. All software used on the Web Site is the property of Acton Media or its software suppliers and is protected by U.S. and international copyright laws. Permission is granted to electronically copy and to print in hard copy portions of the Web Site for the sole purpose of using the Web Site as a resource. Any other use of materials on the Web Site including, without limitation, reproduction for purposes other than those permitted above, modification, distribution, republishing, transmission, broadcast, display, sale, license, performance, exploitation, or any other purposes whatsoever, without the prior written permission of Acton Media, is strictly prohibited. Acton Media reserves all rights not expressly granted in and to the Web Site and Web Site’s materials and content. If you download or print a copy of the Web Site’s materials or content for personal use, you must retain all copyright and other proprietary notices contained herein. You agree not to circumvent, disable or otherwise interfere with security related features of the Web Site or features that prevent or restrict use or copying of any materials or content or enforce limitations on use of the Web Site or the materials or content herein.
7. Responsibility for your Content
You are solely responsible for all content that you upload, download, post, email or otherwise transmit to or from the Web Site, including the submission of product descriptions, ratings, reviews and all other data, profile information, documents, text, software, applications, music, sound, photographs, graphics, video, messages, status updates, blog postings, forum postings, comments, questions, answers or any other materials whatsoever, whether similar or dissimilar to the foregoing (collectively, “Content”).
8. Your Use of Content on the Web Site and Limitation of Liability
Acton Media provides the Web Site and all applications and services on the Web Site as a forum only and on an “as is, where is” basis, with no representations whatsoever including, without limitation, of merchantability or fitness for a particular purpose. Acton Media is not liable for any statements, representations, or Content provided by its users, advertisers or any third party in any public forum on the Web Site or any Third Party Site (as defined below). Any Content, if displayed, is displayed for entertainment and informational purposes only. More generally, Content posted via or on the Web Site or any Third Party Site is not controlled by Acton Media. Acton Media cannot guarantee the accuracy, integrity or quality of such Content. You understand that by using the Web Site you may be exposed to Content that may be offensive, indecent or objectionable and Acton Media shall not be liable for any such Content and that the risk of harm or damage from the foregoing rests entirely with you. Under no circumstances will Acton Media be liable in any way for any Content, including, but not limited to, for (i) any errors or omissions in any Content; or (ii) any loss or damage (including, without limitation, personal injury or property damage) of any kind incurred as a result of the use of any Content posted, emailed or otherwise transmitted via or to the Web Site.
You agree not to circumvent, disable or otherwise interfere with security-related features of the Web Site or features that prevent or restrict use of any Content or enforce limitations on use of the Web Site or the Content therein. You may not interfere with or disrupt the Web Site, or servers or networks connected to the Web Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Web Site, including by using any device, software or routine to bypass robot exclusion headers. Acton Media reserves all rights not expressly granted in and to the Content. When using the Web Site, you may not disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges.
9. Your Content Submissions
By submitting Content to Acton Media, you represent and warrant that:
- you understand you are participating in a public forum and that your Content will be available to all other users of the Web Site and potentially Third Party Web Site;
- you are the sole author and owner of the intellectual property and other rights thereto (or have the necessary licenses, rights, consents and permissions to use and authorize Acton Media to use all intellectual property and other rights thereto to enable inclusion and use of the Content in the manner contemplated by the Web Site and these Terms and Conditions);
- all “moral rights” that you may have in such Content have been voluntarily waived by you and you do not require that any personally identifying information be used in connection with the Content that you submit, or any derivative works of or upgrades or updates thereto;
- all Content that you post is accurate;
- you are at least 13 years old and, if you are a minor, that you have obtained the consent of your parent or legal guardian to use the Site and agree to these Terms and Conditions; and
- use of the Content you supply does not violate these Terms and Conditions and will not cause injury to any person or entity.
You also represent and warrant that any Content you submit:
- is not false, inaccurate or misleading;
- does not harm anyone, especially minors;
- does not infringe any copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy of any person or entity;
- does not violate any obligations you may have with respect to such Content under any law or under contractual or fiduciary relationships (such as, but not limited to, inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- does not violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
- is not, or would not reasonably be considered to be, unlawful, harmful, defamatory, libelous, vulgar, obscene, invasive of another’s privacy, hateful, racially or religiously biased or offensive, abusive, tortious, threatening or harassing to any individual, partnership or corporation;
- is not submitted for compensation or other consideration from any third party;
- is not unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; and
- does not contain any computer viruses, worms or other potentially damaging computer programs or files.
Acton Media does not endorse any user Content or any opinion, recommendation or advice expressed therein, and Acton Media disclaims all liability with respect to the Content.
If your Content includes ideas, suggestions, documents or proposals to Acton Media:
- such Content is not confidential or proprietary and Acton Media has no obligation of confidentiality, express or implied, with respect thereto;
- Acton Media may have something similar to that Content already under consideration or development; and
- you are not entitled to compensation, payment or reimbursement of any kind for such Content from Acton Media under any circumstances unless you are otherwise notified by Acton Media in writing.
You own the Content you submit, and may request its deletion at any time, unless you have shared the Content with others and they have not deleted it, or it was copied or stored by other users. Notwithstanding the foregoing, for any Content that you submit, you grant Acton Media a worldwide, perpetual, unlimited, assignable, irrevocable, fully paid up and royalty-free, sub-licensable and transferable right and license to use, reproduce, communicate, improve, distribute, copy, modify, delete in its entirety, edit, adapt, publish, translate, publicly display, publicly perform, use, create derivative works from, sell, remove, retain, add, process, analyze, use and commercialize, in any way now known or hereafter devised, such Content and/or incorporate such Content into any form, medium or technology whatsoever, whether now known or hereafter devised, throughout the world without compensation to you. This license will survive the termination of these Terms and Conditions and your use of the Site. Any Content you submit is at your own risk of loss. By providing Content, you represent and warrant that you are entitled to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights.
You may not use the Web Site to impersonate any person or entity, including, without limitation, any Acton Media employee, or to falsely state or otherwise misrepresent your affiliation with a person or entity. You may not use the Web Site to collect or store personal data about other users.
Acton Media reserves the right to not post a submission or to withdraw a posted submission for any reason whatsoever or for no stated reason. Your submission may be excluded if it violates the provisions in these Terms and Conditions in any manner including, without limitation, false, misleading or infringing Content, fake profiles and/or any participation by under age children.
10. Third Party Content and Third Party Web Site
Acton Media will provide content of third parties (“Third Party Content”) and links to Third Party Sites as a service to its users. Acton Media does not monitor, approve or have any control over any Third Party Content or the Third Party Site and the inclusion of links to Third Party Content or Third Party Site does not imply any association or relationship between Acton Media and such third party. Acton Media does not guarantee, endorse or adopt the accuracy or completeness of any Third Party Content or any Third Party Site. Acton Media is not responsible for updating or reviewing Third Party Content or Third Party Site. You use Third Party Content and Third Party Site at your own risk. Third Party Content, including comments from third party users submitted to Acton Media through the Web Site, do not necessarily reflect the views of Acton Media.
11. Mobile Services
If you access the Web Site via your mobile phone, we do not currently charge for this access. Please be aware that your carrier’s normal rates and fees, such as text messaging fees or data charges, will still apply, and you are solely 100% responsible for any/all such rates and fees charged by your carrier.
12. Modification of Content
All Content that you submit is not confidential and may be used at Acton Media’s sole discretion. Acton Media may or may not pre-screen Content. However, Acton Media will have the right (but not the obligation) in its sole discretion to pre-screen, change, condense or delete any Content on the Web Site. In particular, Acton Media and its designees will have the right to remove any Content that Acton Media deems, in its sole discretion, to violate any provision of these Terms and Conditions or is otherwise objectionable. Acton Media does not guarantee that you will have any recourse through Acton Media to edit or delete any Content you have submitted. Acton Media reserves the right to incorporate any Content you have submitted into any account you may have, now or in the future, as a registered user of the Web Site. Ratings, written comments, questions and answers are generally posted as soon as reasonably practicable. However, Acton Media reserves the right to delay, remove or refuse to post any submission for any reason whatsoever. You acknowledge that you, not Acton Media, are responsible for the contents of any Content you submit. None of the Content that you submit shall be subject to any obligation of confidence on the part of Acton Media, its agents, subsidiaries, affiliates, partners or third-party service providers and their respective directors, officers and employees.
13. Reservation of Rights
Acton Media reserves the right, at any time, without notice and in its sole discretion, to terminate your license to use the Web Site and to block or prevent your future access to and use of the Web Site. Acton Media may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to:
- comply with legal process;
- enforce these Terms and Conditions;
- respond to claims that any Content violates the rights of third parties;
- respond to your requests for customer service; or
- protect the rights, property or personal safety of Acton Media (and its employees), its users and the public.
14. User Information.
15. Submitted Materials.
16. Prohibited User Conduct.
You warrant and agree that, while using the Web Site and the various services, features and functionality offered on or through the Web Site, you shall not: (a) impersonate any person or entity or misrepresent your affiliation with any other person or entity; (b) insert your own or a third party’s advertising, branding or other promotional content into any of the Web Site’s content, materials or services (for example, without limitation, in an Embedded Video (as defined herein), RSS feed or a podcast received from us or otherwise through the Web Site), or, except as otherwise specifically authorized in these Terms and Conditions or on the Web Site use, redistribute, republish or exploit such content or service for any further commercial or promotional purposes; or (c) attempt to gain unauthorized access to other computer systems through the Web Site. You shall not: (i) engage in spidering, “screen scraping,” “database scraping,” harvesting of e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of obtaining lists of users or other information from or through the Web Site or the services offered on or through the Web Site, including without limitation any information residing on any server or database connected to the Web Site or the services offered on or through the Web Site; (ii) obtain or attempt to obtain unauthorized access to computer systems, materials or information through any means; (iii) use the Web Site or the services made available on or through the Web Site in any manner that could interrupt, damage, disable, overburden, or impair the Web Site or such services, including, without limitation, sending mass unsolicited messages or “flooding” servers with requests; (iv) use the Web Site or the Web Site’s services or features in violation of our or any third party’s intellectual property or other proprietary or legal rights; or (v) use the Web Site or the Web Site’s services in violation of any applicable law. You further agree that you shall not attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Web Site or the Web Site’s services, or any content thereof, or make any unauthorized use thereof. You agree that you shall not use the Web Site in any manner that could interfere with any other party’s use and enjoyment of the Web Site or any of its services. You shall not obtain or attempt to obtain any materials or information through any means not intentionally made publicly available or provided for through the Web Site.
17. Public Forums.
We may, from time to time, make messaging services, chat services, bulletin boards, message boards, blogs, other forums and other such services available on or through the Web Site. In addition to any other rules or regulations that we may post in connection with a particular service, you agree that you shall not upload, post, transmit, distribute or otherwise publish through the Web Site or any service or feature made available on or through the Web Site, any materials which (i) restrict or inhibit any other user from using and enjoying the Web Site or the Web Site’s services, (ii) are fraudulent, unlawful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law, (iv) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or publicity or any other proprietary right, (v) contain a virus, spyware, or other harmful component, (vi) contain embedded links, advertising, chain letters or pyramid schemes of any kind, or (vii) constitute or contain false or misleading indications of origin, endorsement or statements of fact. You further agree not to impersonate any other person or entity, whether actual or fictitious, including us or our personnel. You also may not offer to buy or sell any product or service on or through your comments submitted to our forums. You alone are responsible for the content and consequences of any of your activities.
18. Right to Monitor and Editorial Control.
We reserve the right, but do not have an obligation, to monitor and/or review all materials posted to the Web Site or through the Web Site’s services or features by users, and we are not responsible for any such materials posted by users. However, we reserve the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in our sole discretion are objectionable or in violation of this Terms and Conditions, our policies or applicable law. We may also impose limits on certain features of the forums or restrict your access to part or all of the forums without notice or penalty if we believe you are in breach of the guidelines set forth in this paragraph, our terms and conditions or applicable law, or for any other reason without notice or liability.
19. Private or Sensitive Information on Public Forums.
It is important to remember that comments submitted to a forum may be recorded and stored in multiple places, both on our Web Site and elsewhere on the Internet, which are likely to be accessible for a long time and you have no control over who will read them eventually. It is therefore important that you are careful and selective about the personal information that you disclose about yourself and others, and in particular, you should not disclose sensitive, embarrassing, proprietary or confidential information in your comments to our public forums.
20. Linking to the Web Site.
Unless otherwise specifically indicated in these Terms and Conditions or on the Web Site, you agree that: (i) if you include a link from any other web site to the Web Site, such link shall open in a new browser window and shall link to the full version of an HTML formatted page of this Web Site; (ii) you are not permitted to link directly to any image hosted on the Web Site or our services, such as using an “in-line” linking method to cause the image hosted by us to be displayed on another web site; and (iii) you agree not to download or use images hosted on this Web Site on another web site, for any purpose, including, without limitation, posting such images on another site. You agree not to link from any other web site to this Web Site in any manner such that the Web Site, or any page of the Web Site, is “framed,” surrounded or obfuscated by any third party content, materials or branding. We reserve all of our rights under the law to insist that any link to the Web Site be discontinued, and to revoke your right to link to the Web Site from any other web site at any time upon written notice to you.
You agree to defend, indemnify and hold us and our affiliates and our affiliates’ directors, officers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including attorneys’ fees, arising in any way out of:
- your use of and access to the Web Site;
- your placement or transmission of any message, content, information, software or other materials through the Web Site
- your violation of any term of these Terms and Conditions;
- a breach of your representations and warranties set forth above regarding Content;
- your violation of any law or the rights of a third party (including, without limitation, any copyright, property or privacy right); or
- any claim that any Content you submitted caused damage to a third party.
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. This indemnification obligation will survive any termination of these Terms and Conditions and your use of the Web Site.
22. Orders for Products and Services.
We may make certain products available to visitors and registrants of the Web Site. If you order any products, you hereby represent and warrant that you are 18 years old or older. You agree to pay in full the prices for any purchases you make either by credit/debit card concurrent with your online order or by other payment means acceptable to us. You agree to pay all applicable taxes. If payment is not received by us from your credit or debit card issuer or its agents, you agree to pay all amounts due upon demand by us. Certain products that you purchase and/or download on or through the Web Site may be subject to additional terms and conditions presented to you at the time of such purchase or download.
23. Third Party Web Sites.
24. Embedded Video Links.
Certain pages of the Web Site provide the functionality for you to “embed” videos appearing on the page on other web sites or blog pages (together with the Player, as defined herein, the “Embedded Video”). The functionality is provided by giving you the necessary HTML code to include on such page to make that Embedded Video appear. If you include the HTML on a web or blog page, the actual video stream for the Embedded Video will be served from our servers but the Embedded Video may be rendered to the visitor of that page as part of that page. If you elect to embed video on a page, you agree as follows: (i) you will not alter, in any respect, the Embedded Video (including without limitation the content, format, and length and advertising associated therewith) from how it is served from our servers; (ii) you will not facilitate access to the Embedded Video through any video player or other tool other than the video player that is provided by us when the Embedded Video appears (the “Player”); (iii) the Embedded Video may be used as part for commercial purposes, including on an advertising-supported page, provided that: (a) the Embedded Video shall not be included in, or used as part of, a service that sells access to video content; (b) you shall not insert advertising, sponsorship or promotional messages in, or immediately adjacent to, the Embedded Video or Player; and (c) to the extent you sell any advertising, sponsorship or promotional material to appear on the same page that includes the Embedded Video, the page includes other content not provided by us which is a sufficient basis for such sales. You may not block, inhibit, build upon or disable any portion of the Player, including without limitation links back to our site. You understand and agree that all measured metrics related to the access and viewing of the Embedded Video shall be credited to the Web Site Without limitation of any provision of these Terms and Conditions, we shall have no liability to you for any reason with respect to your use of Embedded Video and you agree to defend, indemnify and hold us and our affiliates and our affiliates’ directors, officers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including attorneys’ fees, arising in any way from your use of the Embedded Video.
25. Copyright Agent.
Acton Media respects the intellectual property rights of others and expects its users to do the same. It is Acton Media’s policy, in appropriate circumstances and at its sole and absolute discretion, to disable and/or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others.
If you are a copyright owner, or are authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, you may file a notification of copyright infringement taking place on or through the Web Site as set forth below. Acton Media will take whatever action it deems appropriate (in its sole and absolute discretion), which may include removal of the challenged material from the Web Site.
To file a copyright infringement notification with us, you will need to send a written communication that includes substantially the following (please consult your legal counsel or see Section 512(c)(3) of the Copyright Act to confirm these requirements):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
- 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 the service provider to locate the material.
- Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
- A statement that the complaining party has 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 the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Such written notice should be sent to our designated agent as follows:
Digital Millennium Copyright Act Complaints:
701 Brickell Avenue, Suite 1550
Miami, FL 33131
Attention: DMCA Compliance Officer
Please also note that under Section 512(f) any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
If you elect to send us a counter notice, to be effective it must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):
- A physical or electronic signature of the user.
- 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 the user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
- The user’s name, address, and telephone number, and a statement that the user consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the user’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the user will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
Such written notice should be sent to our designated agent as follows:
Digital Millennium Copyright Act Complaints:
701 Brickell Avenue, Suite 1550
Miami, FL 33131
Attention: DMCA Compliance Officer
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 users who are repeat infringers.
26. Ability to Accept Terms and Conditions
You affirm that you are either more than 13 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms and Conditions, and to abide by and comply with these Terms and Conditions. In any case, you affirm that you are over the age of 13, as the Web Site are strictly not intended for children under 13. If you are under 13 years of age, then please do not use the Web Site. There are lots of other great web sites for you. Talk to your parents about what sites are appropriate for you.
These Terms and Conditions, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Acton Media without restriction including, without limitation in the event of a change of control of Acton Media by merger, acquisition, sale, or operation of law.
28. DISCLAIMER OF WARRANTIES.
THE WEB SITE, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, FEATURES, CONTENT, FUNCTIONS AND MATERIALS PROVIDED THROUGH THE WEB SITE, ARE PROVIDED “AS IS,” “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, PLAYABILITY, DISPLAYABILITY, ACCURACY, PRECISION, CORRECTNESS, THOROUGHNESS, COMPLETENESS, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. WE DO NOT WARRANT THAT THE WEB SITE OR THE SERVICES, CONTENT, FUNCTIONS OR MATERIALS PROVIDED THROUGH THE WEB SITE WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY THAT THE WEB SITE OR THE PROVIDED SERVICES WILL MEET USERS’ REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE WEB SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. WE AND OUR AFFILIATES ALSO ASSUME NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR EQUIPMENT ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE WEB SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO CONTENT, OR AUDIO CONTENT FROM THE WEB SITE. IF YOU ARE DISSATISFIED WITH THE WEB SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE WEB SITE.
WE TRY TO ENSURE THAT THE INFORMATION POSTED ON THE WEB SITE IS CORRECT AND UP-TO-DATE. WE RESERVE THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION PROVIDED ON THE WEB SITE AT ANY TIME AND WITHOUT ANY PRIOR WARNING. WE NEITHER ENDORSE NOR ARE RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT ON THE WEB SITE, NOR FOR ANY OFFENSIVE, DEFAMATORY, OBSCENE, INDECENT, UNLAWFUL OR INFRINGING POSTING MADE THEREON BY ANYONE OTHER THAN OUR AUTHORIZED EMPLOYEE SPOKESPERSONS WHILE ACTING IN THEIR OFFICIAL CAPACITIES (INCLUDING, WITHOUT LIMITATION, OTHER USERS OF THE WEB SITE). IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE WEB SITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR OTHER CONTENT, INCLUDING BUT NOT LIMITED TO FINANCIAL, HEALTH, OR LIFESTYLE INFORMATION, OPINION, ADVICE OR OTHER CONTENT.
PRIOR TO THE EXECUTION OF A PURCHASE OR SALE OF ANY SECURITY OR INVESTMENT, YOU ARE ADVISED TO CONSULT WITH YOUR BROKER OR OTHER FINANCIAL ADVISOR TO VERIFY PRICING AND OTHER INFORMATION. WE SHALL HAVE NO LIABILITY FOR INVESTMENT DECISIONS BASED UPON, OR THE RESULTS OBTAINED FROM, THE CONTENT PROVIDED HEREIN. NOTHING CONTAINED IN THE WEB SITE SHALL BE CONSTRUED AS INVESTMENT ADVICE. WE ARE NOT A REGISTERED BROKER-DEALER OR INVESTMENT ADVISOR AND DO NOT GIVE INVESTMENT ADVICE OR RECOMMEND ONE PRODUCT OVER ANOTHER.
WITHOUT LIMITATION OF THE ABOVE IN THIS SECTION, WE AND OUR AFFILIATES, SUPPLIERS AND LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCTS OR SERVICES ORDERED OR PROVIDED VIA THE WEB SITE, AND HEREBY DISCLAIM, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE IN PRODUCT OR SERVICES LITERATURE, FREQUENTLY ASKED QUESTIONS DOCUMENTS AND OTHERWISE ON THE WEB SITE OR IN CORRESPONDENCE WITH US OR OUR AGENTS. ANY PRODUCTS AND SERVICES ORDERED OR PROVIDED VIA THE WEB SITE ARE PROVIDED BY US “AS IS,” EXCEPT TO THE EXTENT, IF AT ALL, OTHERWISE SET FORTH IN A LICENSE OR SALE AGREEMENT SEPARATELY ENTERED INTO IN WRITING BETWEEN YOU AND US OR OUR LICENSOR OR SUPPLIER.
29. LIMITATION OF LIABILITY.
IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL WE, OUR AFFILIATES, OR ANY OF OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTENT OR SERVICE PROVIDERS (COLLECTIVELY, THE “PROTECTED ENTITIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE WEB SITE OR THE CONTENT, FEATURES, MATERIALS AND FUNCTIONS RELATED THERETO, YOUR PROVISION OF INFORMATION VIA THE WEB SITE, LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE WEB SITE. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS AND CONDITIONS OR YOUR USE OF THE WEB SITE EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY YOU TO US FOR YOUR USE OF THE WEB SITE OR PURCHASE OF PRODUCTS VIA THE WEB SITE.
30. Photosensitive Seizures.
A very small percentage of people may experience a seizure when exposed to certain visual images, such as flashing lights or patterns that may appear in video games or other electronic or online content. Even people who have no history of seizures or epilepsy may have an undiagnosed condition that can cause these “photosensitive epileptic seizures” while watching video games or other electronic content. These seizures have a variety of symptoms, including lightheadedness, disorientation, confusion, momentary loss of awareness, eye or face twitching, altered vision or jerking or shaking of arms or legs. If you experience any of the foregoing symptoms, or if you or your family has a history of seizures or epilepsy, you should immediately stop using the Web Site and consult a doctor.
31. Applicable Laws.
We control and operate the Web Site from our offices in the United States of America. We do not represent that materials on the Web Site are appropriate or available for use in other locations. Persons who choose to access the Web Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. All parties to these terms and conditions waive their respective rights to a trial by jury.
We may terminate, change, suspend or discontinue any aspect of the Web Site or the Web Site’s services at any time. We may restrict, suspend or terminate your access to the Web Site and/or its services if we believe you are in breach of our terms and conditions or applicable law, or for any other reason without notice or liability. We maintain a policy that provides for the termination in appropriate circumstances of the Web Site use privileges of users who are repeat infringers of intellectual property rights.
33. Changes to Terms and Conditions.
We reserve the right, at our sole discretion, to change, modify, add or remove any portion of the Terms and Conditions, in whole or in part, at any time. Changes in the Terms and Conditions will be effective when posted. Your continued use of the Web Site and/or the services made available on or through the Web Site after any changes to the Terms and Conditions are posted will be considered acceptance of those changes.
The Web Site is created and controlled by Acton Media in the State of New York, U.S.A. As such, the internal substantive laws of the State of New York will exclusively govern these Terms and Conditions, without giving effect to any principles of conflicts of laws or choice of laws. Any claim or dispute arising under or related to the Web Site and/or the subject matter of these Terms and Conditions (including, without limitation, any controversy or claim relating to the interpretation, applicability, enforceability or formation of these Terms and Conditions and/or the enforceability of this arbitration provision) shall be resolved exclusively by binding arbitration by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall be a former or retired judge. The award or decision rendered by the arbitrator (including liability for the legal costs and expenses of the party that substantially prevails in the dispute as set forth below) shall be final, binding, and conclusive and any court of competent jurisdiction may enter judgment upon such record. The award of the arbitrator shall include the payment of all costs and expenses including, without limitation, attorney fees, arbitration fees and all other legal fees, costs and expenses relating to the dispute, incurred by the party that the arbitrator determines substantially prevailed in the dispute, subject to the arbitrator’s sole determination. All proceedings connected with the arbitration, including hearings, shall be held in the City of New York, borough of Manhattan. This section does not preclude a party from seeking equitable relief from a court of competent jurisdiction.
It is the express wish of the parties that these Terms and Conditions and all related documents be drawn up in English.
35. Supplemental Terms.
Getty Images Notice:
Getty Images still images and visual representations (including, without limitation, from Getty Images wholly-owned Sport, MLB, NHLI, AFP Sport, and Bongarts Sports) may not be republished, retransmitted, reproduced, downloaded or otherwise used, except for downloading for personal, non-commercial use.
S&P Dow Jones Notice:
The Dow Jones Industrial Average is proprietary to and is calculated, distributed and marketed by DJI Opco, a subsidiary of S&P Dow Jones Indices LLC and have been licensed for use to S&P Opco, LLC. Standard & Poor’s and S&P are registered trademarks of Standard & Poor’s Financial Services LLC and Dow Jones is a registered trademark of Dow Jones Trademark Holdings LLC. All content of the Dow Jones Industrial Average © S&P Dow Jones Indices LLC 2014 and/or its affiliates.