STANDARD TERMS AND CONDITIONS FOR ADVERTISING


 


Advertiser acknowledges and agrees that the  print and online advertising placed by  Advertiser shall be governed by the Company’s Standard Terms and Conditions:

 


1.     Payment. Self-Serve Advertising placed by an current Advertiser, with a Company account, will be billed pursuant to that account. Other Advertisers will be required to pay by credit card, which charge will be processed at the time of placing the order. If any amount is not paid by Advertiser when due, such amount shall bear interest at the rate of 1 and 1/2% per month or the maximum amount permitted by law (whichever is lower), computed from the original due date until paid.

2.     Advertising Agencies.  If Advertiser is using an advertising agency for the purposes of this Agreement, Advertiser and such agency (the "Agent") shall be jointly and severally liable hereunder, and Company may pursue any applicable remedies in the event of default of this Agreement (including any non-payment) against Agent or Advertiser or both without any requirement of first seeking a remedy from one or the other.  This Agreement renders void any statements concerning liability which may appear on correspondence from Agency or Advertiser. Advertiser and Agent further agree that Company does not and will not accept advertising orders or space reservations claiming sequential liability. The Advertiser agrees to indemnify and hold Company and its subsidiaries and affiliated companies, and all of their respective employees, officers, directors, agents, successors and assigns, harmless from any and all claims, losses, damages or costs (including reasonable attorneys fees) arising out of its breach.  Advertiser shall be solely responsible for any commission or other payment due to its Agent.

3.     Expenses. All expenses connected with the delivery of advertising material or other web content to Company and the return of such materials from Company (if return is directed in writing by Advertiser) shall be paid by Advertiser.  Company may dispose of any advertising materials delivered to it unless acceptable prepaid return arrangements have previously been made.

4.     Ownership. All advertising material or other content that represents and/or utilizes the creativity, illustration, labor, composition or material furnished by Company is the property of Company, including all rights of copyright therein. Advertiser may not authorize the use of such material in any medium without Company's prior written consent.

5.     User Information. Any user or usage data or information collected via Company's Sites or related to Company's Sites shall be the property of Company. Advertiser shall have no rights in such information by virtue of this Agreement.

6.     Technical Quality. Company shall not be responsible for any material that is not properly displayed or that cannot be accessed or viewed because the material was not received by Company in the proper form, in a timely manner, or in an acceptable technical quality for display on the Company Sites or in the newspaper. This Agreement cannot be invalidated, and Company will not be liable for, typographical errors, incorrect insertions or omissions in any Advertisement or omitted from display or publication.

7.     Default by Advertiser. Company may terminate this Agreement at any time upon notice to Advertiser in the event of default by Advertiser in the payment or any other breach of this Agreement. Upon such termination, all charges for services completed hereunder shall become immediately due and payable, as provided in Section 1. Notwithstanding anything in this Agreement to the contrary, any termination or cancellation of this Agreement shall not release Advertiser from its obligation to pay for all Advertisements that have been displayed on the Company's Site(s) or for other charges as provided herein incurred prior to the date such termination or cancellation becomes effective. There will be no refunds provided due to cancellation or termination. In addition to any of Company's rights and remedies, Advertiser agrees to indemnify the Company for all expenses incurred in connection with the collection of amounts payable including interest, court costs and attorneys' fees.  

8.     Failure to Display or Publish Advertising.  Company is not required to display or publish any Advertisement. If, for reasons beyond Company's control, including, but not limited to, legal restrictions, acts of God, labor disputes,  force majeure, necessity, mechanical or electronic failure, there is an interruption or omission of the display of any Advertisement(s) or other material contracted to be displayed hereunder, Company may suggest a substitute time period for the display of the interrupted or omitted Advertisement or material. Alternatively, Company may  provide a "make good" or credit equal to the proportionate amount allocated to omitted Advertisement. Such "make good" or credit shall be Advertiser's sole remedy for any failure to display or publish advertising and Company shall have no further liability.

9.     Removal or Change of Content on the Site(s).  Company, in its sole discretion,  may remove or revise its Company Sites, including the Sites content, nature, design, and/or organization, during the term of this Agreement.  If  any such revision materially alters the value of the Advertisement(s) on such Site(s), Company will attempt to notify Advertiser of such revisions.  If the parties cannot agree upon a satisfactory substitution for the affected Advertising due to such revision, Advertiser may cancel this Agreement with respect to the affected Advertisement(s) and shall not have to pay (or shall receive a refund) for Advertisements not displayed due to such cancellation.  Such cancellation shall be Advertiser’s sole remedy and Company shall have no further liability whatsoever.  Company may also change the URL for a Company Site and will provide notice to Advertiser.

10.  Rates. Company reserves the right to increase its rates upon at least 30 days prior written notice to Advertiser. Advertiser shall have the option to discontinue its advertising by giving written notice to Company prior to the effective date of such increase. Advertiser’s right to discontinue the Advertisement(s) shall be its sole remedy in the event of such rate increase.  If Advertiser does not discontinue Advertisements, then Advertiser shall be subject to the increased rate.

11.  Reservation of Rights.  Company may, in its sole discretion, edit, reject or remove any Advertisement submitted by Advertiser or Agent, or place the Advertisement in any Company advertising classification or section that Company deems appropriate.

12.  Representations and Warranties.  Advertiser represents and warrants that its Advertising (a) is original and shall comply with all applicable laws, rules, and regulations, (b) does not contain libelous or slanderous material, or violate the personal or proprietary rights of any person or other entity (including without limitation rights of copyright, trademark, privacy or publicity), and (c) it has all rights in and to the Advertising.

13.  Indemnity. Advertiser will indemnify and hold Company, Gannett Co., Inc., its affiliates and their respective subsidiaries employees, officers, directors, agents, successors and assigns (each an "Indemnified Party"?), harmless against all claims, losses, damages, and costs (including reasonable attorneys fees), resulting from (a) the content of the Advertising or the publication and display of the Advertising or (b) the breach of any representation or warranty made by Advertiser in this Agreement.  Advertiser shall defend at its own expense any litigation instituted by any person or entity against an Indemnified Party resulting from a claim covered by the preceding sentence.  An Indemnified Party shall have the right, at its option, to defend such litigation jointly with Advertiser.

14.  DISCLAIMER; LIMITATION OF LIABILITY.  COMPANY MAKES NO WARRANTIES EXPRESS OR IMPLIED, AND COMPANY SHALL HAVE NO LIABILITY OR RESPONSIBILITY TO ADVERTISER OR ANY OTHER PERSON WITH RESPECT TO ANY LIABILITY, LOSS OR DAMAGES, INCLUDING, WITHOUT LIMITATION LOSS OF PROFITS OR SPECIAL OR CONSEQUENTIAL DAMAGES, CAUSED BY OR ARISING OUT OF, EITHER DIRECTLY OR INDIRECTLY, ANY BREACH BY COMPANY OF ANY OF THE TERMS OF THIS AGREEMENT, OR IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH ANY ADVERTISEMENT PUBLISHED OR DISPLAYED ON BY COMPANY, THE MANNER IN WHICH ANY MATERIAL IS PUBLISHED OR DISPLAYED, OR THE FAILURE TO PUBLISH OR DISPLAY ANY ADVERTISEMENT.  SPECIFICALLY, AND WITHOUT IN ANY WAY LIMITING THE FOREGOING, COMPANY DOES NOT REPRESENT OR WARRANT THAT ANY ADVERTISEMENT(S) WILL BE DISPLAYED ON COMPANY’S OR ADVERTISER’S SITE WITHOUT INTERRUPTION OR ERROR.  IN NO EVENT SHALL COMPANY’S LIABILITY FOR ANY REASON OR UNDER ANY THEORY EXCEED THE AMOUNT PAID TO IT BY ADVERTISER UNDER THIS AGREEMENT.

15.  Level of Audience.  Unless otherwise specified in this Agreement, Company does not guarantee any minimum level of audience, or minimum number of impressions or click-throughs with respect to the Advertisement(s) or other material provided by Advertiser.

16.  Extension. Upon the written agreement of the parties, this Agreement may be extended to cover additional Advertisements or time periods upon the same terms and conditions.

17.  Third Party Beneficiaries.  The disclaimers and limitations of liability made by Company, and the representations and warranties made by Advertiser in this Agreement shall apply to Company's vendors as intended third party beneficiaries of this Agreement.

18.  Photo Releases. Photographs of individuals to be used in advertising must be accompanied by a signed release from the individual permitting the use of the photograph(s). Release forms are available from the Company’s account executive.

19.  Notices. Any notice required or permitted under this Agreement shall be in writing and shall be delivered to the contact person listed on the Order page by hand delivery; U.S. Mail postage prepaid; or nationally-recognized express courier. Such notice will be deemed to have been given as of the date it has been so delivered or deposited, or five days after it has been mailed.

20.  Billing Credits. Any claims by Advertiser for a credit related to rates incorrectly invoiced or paid must be submitted in writing to the Company within ninety (90) days of the invoice date or the claim will be waived.

21.  Taxes. In the event that any federal, state or local taxes are imposed on the publication or display of Advertisements, such taxes shall be assumed and paid by Advertiser.

22.  Assignment. This Agreement may not be assigned or transferred by Advertiser without the prior written consent of Company.

22.  Waiver. Failure of Company to enforce any provision of this Agreement shall not be construed as a general relinquishment or waiver as to that provision or any other provision hereof. 

23.  Governing Law. This Agreement is governed by the laws of the state of New York, without reference to its conflict of law rules.

24.  Force Majeure. If either party is prevented from performing any of its obligations due to any cause beyond the party’s reasonable control, including, without limitation, fire, war, strike, riot, labor dispute, change of law, government policy or regulation, or an act of God, that party’s performance will be excused for the period of the delay or inability to perform due to such occurrence. Should such party’s inability to perform continue for more than thirty (30) days, the other party shall have the right to immediately terminate this Agreement.

25.  Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, that provision to that extent necessary shall be severed from this Agreement (but, to the extent permitted by law, not otherwise), and shall not affect the remainder hereof, and the parties agree to substitute for such provision a valid provision which most closely approximates the intent and economic effect of such severed provision. 

26.  Waiver of Jury Trial. Each party specifically waives any right to trial by jury in any court with respect to any claim against the other arising out of or connected in any way to this Agreement. 

27.  Entire Agreement. This Agreement contains the entire understanding between the parties relating to the subject matter herein contained and supersedes all prior agreements.  No change or modification of any of the terms and provisions of this Agreement shall be effective unless made in writing and signed by both parties.  Any language contained in any letter, purchase order or other form relating to the subject matter for this Agreement shall be of no force or effect. The Company’s advertising sales or customer representatives are not authorized to amend or modify the terms of this Agreement, or modify rates either orally or in writing.

28. Miscellaneous.  Nothing in this Agreement limits the ability of Company to enter into agreements with third parties with respect to arrangements similar in nature to or the same as those covered under this Agreement. Sections 1-5, 12-14, and 20-26 shall survive any expiration or termination of this Agreement. 

 

STANDARD TERMS OF SERVICE

 

Last Updated: September 21, 2009

The Site allows you to purchase advertising in various print editions, websites and electronic replicas of a subsidiary or division of Gannett Co., Inc. and to obtain other related services.

These Terms of Service govern your use of the Online Advertising Services Site (the "Site") only and do not govern your use of other services, such as services offered by a website of a Gannett newspaper.

By using this Site, you agree to be bound by these Terms of Service and to use the Site in accordance with these Terms of Service, our
Privacy Policy, and any additional terms and conditions that are referenced herein or that otherwise may apply to specific sections of the Site or to products and services that we make available to you through the Site (all of which are deemed part of these Terms of Service). Accessing the Site, in any manner, whether automated or otherwise, constitutes use of the Site and your agreement to be bound by these Terms of Service.

We reserve the right to change these Terms of Service or to impose new condition on use of the Site, from time to time, in which case we will post the revised Terms of Service on this website and update the “Last Updated” date to reflect the date of the changes.  By continuing to use the Site after we post any such changes, you accept the Terms of Service, as modified.

We also reserve the right to deny access to the Site or any features of the Site to anyone who violates these Terms of Service or who, in our sole judgement, interferes with the ability of others to enjoy out Site or infringes the rights of others.

Rights and Restrictions Relating to Site Content

Your Limited Right to Use Site Materials.   This Site and all the materials available on the Site are the property of us and/or our affiliates or licensors, and are protected by copyright, trademark, and other intellectual property laws. The Site is provided solely for your personal noncommercial use. You may not use the Site or the materials available on the Site in a manner that constitutes an infringement of our rights or that has not been authorized by us. More specifically, unless explicitly authorized in these Terms of Service or by the owner of the materials, you many not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means) any material from the Site. You may, however, from time to time, download and /or print one copy of individual pages of the Site for your personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices. For information about requesting permission to reproduce or distribute materials from the Site, please contact us.

Our Right to Use Materials You Submit or Post. When you submit or post any material via the Site, you grant us, and anyone authorized by us, a royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly perform or display such material, in whole or in part, in any manner or medium, now known or hereafter developed, for any purpose that we choose. The foregoing grant shall include the right to exploit any proprietary rights in such posting or submission, including, but not limited to, rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction. Also, in connection with the exercise of such rights, you grant us, and anyone authorized by us, the right to identify you as the author of any of your postings or submissions by name, email address or screen name, as we deem appropriate.  You understand that the technical processing and transmission of the Site, including content submitted by you, may involve transmissions over various networks, and may involve changes to the content to conform and adapt it to technical requirements of connecting networks or devices.  You will not receive any compensation of any kind for the use of any materials submitted by you.  You acknowledge and agree that we may preserve content and materials submitted by you, and may also disclose such content and materials if required to do so by law or if, in our business judgment, such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Service; (c) respond to claims that any content or materials submitted by you violate the rights of third parties; or (d) protect the rights, property, or personal safety of our Site, us, our affiliates, our officers, directors, employees, representatives, our licensors, other users, and/or the public.

Limitations on Linking and Framing. You are free to establish a hypertext link to the Site so long as the link does not state or imply any sponsorship of your website by us or by the Site.   However, you may not, without our prior written permission, frame or inline link any content of the Site, or incorporate into another website or other service any of our material, content, or intellectual property of the Site, the print newspaper, a Gannett newspaper website or a Gannett electronic replica.

Notice of Copyright Infringement.  If you are a copyright owner who believes your copyrighted material has been reproduced, posted or distributed via the Site in a manner that constitutes copyright infringement, please inform our designated copyright agent by sending written notice by U.S. Mail to Gannett Co., Inc., 7950 Jones Branch Drive, McLean, VA 22107, Attn: K. Jaske, or by email to kjaske@gannett.com. Please include the following information in your written notice: (1) a detailed description of the copyrighted work that is allegedly infringed upon; (2) a description of the location of the allegedly infringing material on the Site; (3) your contact information, including your address, telephone number, and, if available, email address; (4) a statement by you indicating that you have a good-faith belief that the allegedly infringing use is not authorized by the copyright owner, its agent, or the law; (5) a statement by you, made under penalty of perjury, affirming that the information in your notice is accurate and that you are authorized to act on the copyright owner's behalf; and (6) an electronic or physical signature of the copyright owner or someone authorized on the owner's behalf to assert infringement of copyright and to submit the statement. Please note that the contact information provided in this paragraph is for suspected copyright infringement only. Contact information for other matters is provided elsewhere in these Terms of Service or on the Site.


Online Advertising Purchases. The Site allows you to purchase advertising in various print editions, websites and electronic replicas of a subsidiary or division of Gannett Co., Inc. and to obtain other related services. You agree to pay and to be financially responsible for all purchases, including any applicable sales tax, made by you, or someone acting on your behalf, through the Site. When you submit an advertisement for publication on the Site through the Site’s self-serve advertising application, you agree that the advertisement as it appears on the Site becomes our property and you assign all ownership interest in the advertisement as it appears on the Site under copyright law or otherwise to us. Submission of an advertisement does not constitute a commitment to publish the advertisement, and publication of an advertisement does not constitute an agreement for continued publication. We will accept only standard abbreviations and require proper punctuation. We reserve the right to edit, reclassify, revise, reject or cancel any advertisement at any time, in our sole discretion. Rates and specifications for any advertisement are subject to change.  You also agree to abide by all advertising terms and conditions. You agree to use the Site and to purchase services or products through the Site for legitimate purposes only. You also agree not to make any purchases for speculative, false or fraudulent purposes or for the purpose of anticipating demand for a particular product or service. You agree only to purchase goods or services for yourself or for another person for whom you are legally permitted to do so. When making a purchase for a third party that requires you to submit the third party's personal information to us, you represent that you have obtained the express consent of such third party to provide us with such third party's personal information.

Order and Registration Forms. To use certain features of the Site, such as placing online orders or accessing your account information online you must complete the Site's online order form and/or registration forms. By completing these forms, you certify that you are 18 years of age or older. You agree to provide true, accurate, current and complete information about yourself as prompted by the Service's applicable forms. If we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof) by you. Our use of any personally identifiable information you provide to us as part of the online order form or registration process is governed by the terms of our
Privacy Policy.

Responsibility for your Username and Password. To use certain features of the Site, you will need a username and password, which you will receive through the Site's account registration process. We reserve the right to reject or terminate the use of any username that we deem offensive or inappropriate.  In addition, we also reserve the right to terminate the use of any username or account, or to deny access to the Site or any features of the Site, to anyone who violates these Terms of Service or who, in our sole judgment, interferes with the ability of others to enjoy our website or infringes the rights of others.  You are responsible for maintaining the confidentiality of the password and account, and are responsible for all activities (whether by you or by others) that occur under your password, username, or account. Your responsibilities include the payment of all fees and charges associated with the use of the Site, whether or not the use is made by you personally or by someone else using your username, password or account. You agree to notify us immediately of any unauthorized use of your password, username, or account or any other breach of security by sending an email to us
using information from our Contact Us page. You also agree to ensure that you exit from your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to protect your password, username or account information.

 

Online Commerce. Certain sections of this Site may allow you to purchase different types of products and services online that are provided by third parties. We are not responsible for the quality, accuracy, timeliness, reliability or any other aspect of these products and services. If you make a purchase from a merchant on our Site, or on a third-party website that you have accessed via a link on our Site, the information obtained during your visit to that merchant's online store or site, and the information that you give as part of the transaction, such as your credit card number and contact information, may be collected by both the merchant and us. A merchant may have privacy and data collection practices that are different from ours. We have no responsibility or liability for these independent policies. In addition, when you purchase products or services on or through the Site, you may be subject to additional terms and conditions that specifically apply to your purchase or use of such products or services. For more information regarding a merchant, its online store, its privacy policies, and/or any additional terms and conditions that may apply, visit that merchant's website and click on its information links or contact the merchant directly. You release us and our affiliates from any damages that you incur, and agree not to assert any claims against us or any of our affiliates, arising from your purchase or use of any products or services made available by third parties through the Site.

You agree to be financially responsible for all purchases made by you or someone acting on your behalf through the Site. You agree to use the Site, and to purchase services or products through the Site, for legitimate, non-commercial purposes only. You also agree not to make any purchases for speculative, false or fraudulent purposes or for the purpose of anticipating demand for a particular product or service. You agree to only purchase goods or services for yourself or for another person for whom you are legally permitted to do so. When making a purchase for a third party that requires you to submit the third party's personal information to us or a merchant, you represent that you have obtained the express consent of such third party to provide such third party's personal information.

Limitation on Use of Company Directories. The information contained in any company directories that may be provided on the Site is provided for business lookup purposes and is not to be used for marketing or telemarketing applications. This information may not be copied or redistributed and is provided "AS IS" without warranty of any kind. In no event will we or our suppliers be liable in any way with regard to such information.

Privacy. We respect the privacy of the users of our Site. Please take a moment to review our Privacy Policy.

Modifications to, or Discontinuation of, the Site. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site, or any portion thereof, with or without notice.  You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of the Site or any portion thereof.

 

Disclaimer. Throughout the Site, we have provided links and pointers to Internet sites maintained by third parties. Our linking to such third party sites does not imply an endorsement or sponsorship of such sites, or the information, products or services offered on or through the sites. In addition, neither we nor our parent or subsidiary companies nor their respective affiliates operate or control in any respect any information, products or services that third parties may provide on or through the Service or on websites linked to from the Service.

THE INFORMATION, PRODUCTS AND SERVICES OFFERED ON OR THROUGH THE SITE OR ANY THIRD-PARTY SITES LINKED TO FROM THIS SITE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SITE OR ANY OF ITS FUNCTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THIS SITE, OR THE SERVERS THAT MAKE IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE OR MATERIALS IN THIS SITE, OR IN THIRD-PARTY SITES IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE.

YOU MUST PROVIDE AND ARE SOLELY RESPONSIBLE FOR ALL HARDWARE AND/OR SOFTWARE NECESSARY TO ACCESS THE SITE. YOU ASSUME THE ENTIRE COST OF AND RESPONSIBILITY FOR ANY DAMAGE TO, AND ALL NECESSARY MAINTENANCE, REPAIR OR CORRECTION OF, THAT HARDWARE AND/OR SOFTWARE.

The Site is provided for informational purposes only, and is not intended for trading or investing purposes, or for commercial use. THE SITE SHOULD NOT BE USED IN ANY HIGH RISK ACTIVITIES WHERE DAMAGE OR INJURY TO PERSONS, PROPERTY, ENVIRONMENT, FINANCES OR BUSINESS MAY RESULT IF AN ERROR OCCURS. YOU EXPRESSLY ASSUME ALL RISK FOR SUCH USE.

Your interactions with companies, organizations and/or individuals found on or through our Site, including any purchases, transactions, or other dealings, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such companies, organizations and/or individuals. You agree that we will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. You also agree that, if there is a dispute between users of this Site, or between a user and any third party, we are under no obligation to become involved, and you agree to release us and our affiliates from any claims, demands and damages of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such dispute and/or our Site.

Limitation of Liability. Under no circumstances, including, but not limited to, negligence, will we, or our subsidiaries, parent companies or affiliates, be liable for any direct, indirect, incidental, special or consequential damages that result from the use of, or the inability to use, the Site, including its materials, products, or services, third party materials, products, or services made available through the Site, or any part of the Site, even if we are advised beforehand of the possibility of such damages. (Because some states do not allow the exclusion or limitation of certain categories of damages, the above limitation may not apply to you. In such states, our liability, and the liability of our subsidiaries, parent companies and affiliates, is limited to the fullest extent permitted by such state law.) You specifically acknowledge and agree that we are not liable for any defamatory, offensive or illegal conduct of any user. If you are dissatisfied with the Site, or any materials, products or services on the Site, or with any of the terms and conditions in these Terms of Service, your sole and exclusive remedy is to discontinue using the Site.

Indemnification. You agree to indemnify and hold harmless us, our affiliates, and each of our and their respective directors, officers, managers, employees, shareholders, agents, representatives and licensors, from and against any and all losses, expenses, damages and costs, including reasonable attorneys' fees, that arise out of your use of the Site, violation of these Terms of Service by you or any other person using your account, or your violation of any rights of another. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this section. In such event, you agree to provide us with such cooperation as is reasonably requested by us.

Suspension and Termination. You agree that, in our sole discretion, we may suspend or terminate your password, account (or any part thereof) or use of the Site, or any part of the Site, and remove and discard any materials that you submit to the Site, at any time, for any reason, without notice. In the event of suspension or termination, you are no longer authorized to access the part of the Site affected by such suspension or termination. You agree that we will not be liable to you or any third-party for any suspension or termination of your password, account (or any part thereof) or use of the Site, or any removal of any materials that you have submitted to the Site.   In the event that we suspend or terminate your access to and/or use of the Site, you will continue to be bound by the Terms of Service that were in effect as of the date of your suspension or termination.  In addition, you are liable for any fees or other charges you incurred prior to the termination of your rights to use the Site.

Other. This agreement constitutes the entire agreement between us and you with respect to the subject matter contained in this agreement and supersedes all previous and contemporaneous agreements, proposals and communications, whether written or oral. You also may be subject to additional terms and conditions that may apply when you use certain products or services available in or through the Site, including the products and services of a third party that are provided through the Site. In the event of any conflict between any such third-party terms and conditions and these Terms of Service, these Terms of Service will govern. This agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles or conflicts of law.

 

This agreement is personal to you and you may not assign it to anyone. If any provision of this agreement is found to be unlawful, void or for any reason unenforceable, then that provision will be deemed severable from this agreement and will not affect the validity and enforceability of any remaining provisions.  These Terms of Service are not intended to benefit any third party, and do not create any third party beneficiaries.  Accordingly, these Terms of Service may only be invoked or enforced by you or us. You agree that regardless of any statute or law to the contrary, any claim or cause of action that you may have arising out of or related to use of the Site or these Terms of Service must be filed by you within one year after such claim or cause of action arose or be forever barred.