By using the Website, you represent and warrant that you are 18 years of age or older and have full legal right to agree to these TOU. If you are younger than 18 years of age you may not use this Website, unless your parent or legal guardian has reviewed these TOU and affirmed by clicking the appropriate check box prior to uploading the Program Content that she/he (i) is the parent or legal guardian of the individual who is less than 18 years of age and desires to use the Website to submit or upload the Program Content for use in the Program; (ii) consents to the individual’s use of the Website to upload the Program Content for use in the Program; and (iii) agrees to these TOU on behalf of the individual.
- Program Content
By using the Website and uploading the Program Content, you grant to Van Wagner and Organization the perpetual, irrevocable, transferrable, sublicensable, royalty-free, worldwide and unrestricted right and license to use the Program Content in any manner in connection with the Program.
You understand and agree that by submitting and uploading the Program Content to the Website for use in the Program, the Program Content may be disclosed to any viewers of the Program and that you consent to such disclosure. You are responsible for any Program Content you submit or upload to the Website. In other words, you acknowledge that you (and not Van Wagner) have full responsibility for the Program Content. In addition, you represent and warrant that: (i) the Program Content is and will be wholly original and not copied in whole or in part from or based on any other work or that you have all necessary rights to grant the licenses and permissions to the Program Content as set forth in these TOU; (ii) you have not assigned, transferred or otherwise disposed of to any person, company, organization or other entity (“person“) any right, title or interest in or to the Program Content; and (iii) the Program Content does not constitute unfair competition, contain any libelous, defamatory, obscene, pornographic, sexually explicit, abusive, violent, discriminatory on the basis of race, ethnicity, gender, religion, sexual orientation, age, disability or otherwise or unlawful material or content; violate any privacy or publicity rights of any third party; or violate, infringe upon or misappropriate any intellectual property or intellectual property rights of any third party.
Van Wagner may (but shall not be obligated to) contact you, Organization or any third parties to verify the information contained in any Program Content you provide or to obtain additional commentary. Van Wagner may also send you information and notices regarding your Program Content through the Website, by email or other means based.
Van Wagner reserves the right at any time and from time to time to discontinue, temporarily or permanently, the acceptance of some or all Program Content with or without notice in its sole discretion. You agree that Van Wagner shall not be liable to you or to anyone else for any suspension or discontinuance of acceptance of any Program Content. You acknowledge that Van Wagner does not have any obligation to use any Program Content in the Program. Van Wagner is not responsible for maintaining any Program Content that you provide, and Van Wagner may delete or destroy any such Program Content at any time.
Van Wagner and/or Organization shall exclusively, in perpetuity and on a worldwide basis, (i) own all rights, including the copyright and the right to seek copyright protection and registration, in the Program and any proceeds generated as a result of the use of the Program; (ii) have the right to edit and use, in whole or in part, the Program, in any manner or media, and in all languages, throughout the universe; (iii) have the right to license to others the right to edit and use, in whole or in part, the Program, or a reproduction thereof, in any manner or media; and (iv) be entitled to use the Program as Van Wagner or Organization deems appropriate, including, without limitation, for promotion and publicity purposes.
You waive (i) the right to inspect or approve the Program or any use of the Program Content in the Program; (ii) any rights to injunctive relief that you may have in connection with the Program or the Program Content; (iii) the right to revoke your agreement to these TOU; and (iv) any moral rights you may have in the Program or Program Content. You acknowledge that Van Wagner and Organization will rely on your agreement to these TOU and you agree not to assert any claim of any nature whatsoever against anyone relating to the exercise of the permissions granted hereunder.
- Prohibited Activities
You may not access or use, or attempt to access or use, the Website to take any action that could harm Van Wagner or any person, interfere with the operation of the Website or use the Website in a manner that violates any laws. For example, and without limitation, you may not:
- Impersonate any person or falsely state or otherwise misrepresent your credentials, affiliation with any person or the origin of any information you provide;
- Engage in unauthorized spidering, scraping, or harvesting of content or information or use any other unauthorized automated means to compile information;
- Obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through the Website;
- Use any device, software, or routine to interfere or attempt to interfere with the proper working of the Website or any activity conducted on the Website or attempt to probe, scan, test the vulnerability of, or breach the security of any system, device or network;
- Circumvent, reverse engineer, decipher, decompile, disassemble, decrypt or otherwise alter or interfere with (or attempt, encourage or support any other person’s attempt to engage in such activities) any of the software comprising or in any way making up a part of the Website. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited;
- Take any action that imposes an unreasonable or disproportionately large load on Van Wagner’s or any of its affiliates’, users or any other third party’s network or infrastructure;
- Upload or otherwise transmit any communication, software or material that contains a virus or is otherwise harmful to any computer, device or system; or
- Engage in any other conduct that restricts or inhibits any person from using or enjoying the Website, or that, in Van Wagner’s sole judgment, exposes Van Wagner or any of its affiliates, users or any other third party to any liability, damages or detriment of any type.
Violations of system or network security and certain other conduct may result in civil or criminal liability. Van Wagner may investigate and work with law enforcement authorities to prosecute users who violate these TOU.
- Personal Information
- Intellectual Property; Restrictions On Your Use of The Materials In The Website
You may display and use the Website only to submit and upload the Program Content for use in the Program.
The materials included in the Website, including, without limitation, images, software, audio, text and video clips, but excluding the Program Content (the “Materials”) are the property of or have been licensed to Van Wagner and are protected by intellectual property laws such as patent, trademark or copyright laws. You may not modify, reproduce, transmit, distribute, display, create derivative works from, transfer or sell any of these Materials without the prior written consent of Van Wagner or, in the case of Materials that have been licensed to Van Wagner, the owner of such Materials. Any unauthorized attempt to modify any Materials included on the Website or to defeat or circumvent our security features or to utilize the Website or any part of the Materials included on this Website for any purpose other than its intended purposes is strictly prohibited.
Van Wagner’s trademarks, logos, and service marks and those trademarks, logos, and service marks licensed to Van Wagner (collectively, the “Trademarks”) displayed on the Website are registered and unregistered marks of Van Wagner. All other trademarks, trade names, product names, service marks and all other non-Van Wagner marks are the property of their respective owners. Nothing contained on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Website without the written permission of Van Wagner or such third party that may own other trademarks displayed on the Website. The absence of a product or service name or logo anywhere in the text of the Website does not constitute a waiver of any trademark or other intellectual property rights concerning that name or logo.
The use of any of these Materials is at your own risk. If you make other use of the Website, or the content, code, data or materials thereon, except as otherwise provided herein, you may violate copyright and other laws of the United States, as well as applicable state laws or laws of other countries, and you may be subject to liability for such unauthorized use. Van Wagner reserves the right to enforce its intellectual property rights to the fullest extent of the law, including seeking of criminal prosecution. Van Wagner reserves the right to change any and all content, software, applications and other items used or contained in the Website at any time without notice.
- Notice Of Copyright Infringement
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your work has been copied and posted on the Website or submitted or uploaded as Program Content to the Website in a way that constitutes copyright infringement, please provide Van Wagner’s copyright agent with the following information: (i) an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Website or is, or will be, used in the Program; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the owner of an exclusive copyright right that has been allegedly infringed.
Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with the above requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon Van Wagner actual knowledge of facts or circumstances from which infringing material or acts are evident. Van Wagner suggests that you consult your legal advisor before filing a notice with Van Wagner’s copyright agent. You should note that there may be penalties for false claims.
Van Wagner’s copyright agent for notice of claims of copyright infringement can be reached as follows:
NAME: Steven S. Pretsfelder
ADDRESS: Van Wagner Group, LLC, 800 Third Avenue, New York, NY 10022
This contact information is only for suspected copyright infringement. Upon receipt of such a notice of claimed infringement (or any statement in conformance with 17 U.S.C. § 512(c)(3)), Van Wagner will act expeditiously to remove or disable access to any content that is claimed to be infringing upon the copyright of any person under the laws of the United States, and will terminate the Website privileges of those who repeatedly infringe on the copyright of others. United States law imposes substantial penalties for falsely submitting a notice of copyright infringement.
- Third Party Links
By using the Website, you represent and warrant that you own or have sufficient authorization to use the computer, mobile device, technology or other device and any network, internet service or communications systems you use to access the Website and submit or upload the Program Content (collectively, “Device”). You are responsible for ensuring that your Device is capable of accessing the Website and submitting and uploading the Program Content. If any upgrade in or to the Websites requires changes in your Device, you must effect these changes at your own expense.
- Disclaimer of Warranties
YOUR USE OF THE WEBSITE IS ENTIRELY AT YOUR OWN RISK. VAN WAGNER MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE WEBSITE, INCLUDING, WITHOUT LIMITATION, THE OPERATION OF THE WEBSITE OR THE INFORMATION, MATERIALS OR GOODS APPEARING OR OFFERED ON THE WEBSITE OR WITH RESPECT TO ANY WEBSITES LINKED FROM THE WEBSITE. THE WEBSITE IS PROVIDED “AS IS”, “WITH ALL FAULTS,” AND “AS AVAILABLE.” WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VAN WAGNER DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (I) THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE, QUIET ENJOYMENT, NO LIENS AND NO ENCUMBRANCES; (II) THE WARRANTIES AGAINST INFRINGEMENT, MISAPPROPRIATION OR VIOLATION OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY PERSON; (III) WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE IN TRADE; AND (IV) THE WARRANTIES RELATING TO THE ACCURACY, RELIABILITY, CORRECTNESS OR COMPLETENESS OF DATA OR CONTENT MADE AVAILABLE ON THE WEBSITE OR OTHERWISE BY VAN WAGNER. FURTHER, VAN WAGNER MAKES NO WARRANTY THAT THE WEBSITE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON OR THE NEEDS OR REQUIREMENTS SET FORTH IN ANY DOCUMENTATION. VAN WAGNER MAKES NO WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, THAT THE WEBSITE FUNCTIONS, OR MATERIALS CONTAINED THEREIN, WILL BE TIMELY, SECURE, ACCURATE, ERROR-FREE, COMPLETE, UP-TO-DATE, FREE OF VIRUSES OR UNINTERRUPTED. VAN WAGNER DOES NOT NECESSARILY ENDORSE, SUPPORT, SANCTION, ENCOURAGE OR AGREE WITH ANY MATERIALS, AND VAN WAGNER EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES IN CONNECTION WITH ANY MATERIALS. VAN WAGNER MAKES NO REPRESENTATION THAT THE WEBSITE IS APPROPRIATE OR AVAILABLE FOR USE OUTSIDE OF THE UNITED STATES. NO ORAL OR WRITTEN INFORMATION MADE AVAILABLE BY OR ON BEHALF OF VAN WAGNER SHALL CREATE ANY WARRANTY.
IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED OR STATUTORY WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
- Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, WILL VAN WAGNER, ITS AFFILIATES, OR ANY PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE WEBSITE, PROGRAM CONTENT OR THE PROGRAM BE LIABLE FOR DAMAGES OR LOSSES INCLUDING, WITHOUT LIMITATION, DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES AND LOST PROFITS ARISING OUT OF THESE TOU, THE PROGRAM CONTENT, THE PROGRAM OR YOUR ACCESS, USE, MISUSE, OR INABILITY TO USE THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY MATERIALS, OR ANY SITES LINKED FROM THE WEBSITE. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF VAN WAGNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE.
Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, Van Wagner’s liability in such jurisdictions shall be limited to the extent permitted by law.
Any claim against Van Wagner shall be limited to the amount you paid, if any, for use of the Website.
You agree to indemnify, hold harmless, and, if requested by Van Wagner, defend Van Wagner and its affiliates and licensors and each of their respective officers, directors, managers, contractors, agents, employees, successors and assigns from and against any and all demands, claims, damages, liabilities, judgments, fines, interest, penalties, losses, costs, expenses and harms, including without limitation reasonable attorneys’ fees and fees of other professional advisers, arising out of or in connection with (i) your use of the Website, (ii) the Program Content, (iii) the Program, (iv) your online conduct, (v) your violation or breach of these TOU, (vi) your failure to comply with any applicable laws, rules or regulations, or the rules, regulations and policies of the Organization, (vii) your negligence, willful misconduct or violations of the intellectual property or other rights of any person, or (viii) any of your dealings or transactions with other persons resulting from use of the Website. You shall not settle any such claim without the prior written consent of Van Wagner. These obligations will survive any termination of these TOU.
- Changes To These TOU
Van Wagner may change or modify these TOU at any time. Van Wagner will provide notice of such change on the Website. Such changes, revisions or modifications shall be effective immediately upon being posted. Any use of the Website by you after Van Wagner posts changes to the TOU constitutes your acceptance of those changes.
Van Wagner reserves the right, in its sole discretion, to restrict, suspend or terminate your access to and use of the Website, with or without prior notice. Otherwise applicable sections of the TOU shall survive termination. Van Wagner also reserves the right to seek all remedies available at law and in equity for violations of these TOU. Upon such termination, you must cease all use of the Website.
- Governing Law/Dispute Resolution
Van Wagner controls and operates the Website from its offices in the United States of America. Van Wagner does not represent that materials on the Website are appropriate or available for use in other locations. Persons who choose to access the Website 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. These TOU are governed exclusively by the laws of the State of New York and the United States. Any controversy or claim relating to these TOU or Van Wagner shall be submitted to the judicial courts located in New York County in the State of New York. You consent to the exclusive jurisdiction of those courts. You must commence any legal action against Van Wagner within one (1) year after the alleged harm initially occurs. Failure to commence the action within that period shall forever bar any claims or causes of action regarding the same facts or occurrence. WHERE PERMITTED BY LAW, YOU HEREBY WAIVE YOUR RIGHTS TO A JURY TRIAL.
Integration and Severability. These TOU constitute the entire agreement between Van Wagner and you, superseding any prior or contemporaneous communications and proposals (whether oral, written or electronic) between Van Wagner and you, with respect to the subject matter and these TOU. In the event any provision of these TOU is held unenforceable, it will not affect the validity or enforceability of the remaining provisions and will be replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.
No Waiver. Van Wagner’s failure to enforce any provisions of the TOU or respond to a breach by you or other parties shall not in any way waive Van Wagner’s right to enforce subsequently any terms or conditions of the TOU or to act with respect to similar breaches.
Assignment and Binding Effects. You must not assign these TOU or any rights or obligations herein without the prior written consent of Van Wagner and any attempted assignment in contravention of this provision is null and void and of no force or effect. Van Wagner has the right to assign these TOU, and any of its rights or obligations herein. These TOU are binding upon each party and its respective successors, heirs, trustees, administrators, executors and permitted assigns.
Separate Terms and Conditions. In connection with your use of the Website, you may be asked to consent to policies or terms and conditions in addition to these TOU. Please read these supplemental policies and terms carefully before making any use of such portions of the Website. Any supplemental terms will not vary or replace these TOU regarding any use of the Website, unless otherwise expressly stated.