Terms of Use

TERMS OF USE

ACCEPTANCE OF TERMS.

Welcome to http://www.livelikelou.org (the “Site”), owned and maintained by LiveLikeLou.org, a donor advised fund of The Pittsburgh Foundation (“Owner”) for your personal information and education.  Use of the Site is subject to these Terms of Use.  Additional terms and conditions of use applicable to specific areas of the Site may also be posted in those areas and, together with these Terms of Use, govern your use of those areas.  These Terms of Use, together with any such additional terms and conditions, are referred to as the “Terms of Use.”  Owner reserves the right, in its discretion, to change or modify any or all of the Terms of Use at any time, effective immediately upon the posting of the revised Terms of Use on the Site.

Please read these Terms of Use carefully.  These Terms of Use also incorporate by reference our Privacy Policy (insert link to Privacy Policy).  As used herein, the words “user,” “you” and “your” mean users of the Site and the words “we,” “us” and “our” means Owner.  These Terms of Use constitute a binding legal agreement between you and Owner and, by accessing and using the Site, you accept, without limitation or qualification, these Terms of Use and Privacy Policy.  If you do not accept and agree to these Terms of Use and Privacy Policy, do not use the Site or any of the services provided herein.  Owner reserves the right to modify these Terms of Use by posting new versions as well as the right to provide additional notice of significant changes.   IF YOU DO NOT AGREE WITH THE TERMS OF USE AND PRIVACY POLICY, INCLUDING CHANGES THERETO, OR ANY GUIDELINES OR RULES POSTED ON THE SITE, THEN DO NOT USE THE SITE. Your use of the Site will constitute your binding acceptance of these Terms of Use, including any changes or modifications made by Owner.

Your access to and use of the Site is subject to your compliance with these Terms of Use and all applicable laws.  Without limiting anything set out elsewhere in these Terms of Use, your continued use of the Site is contingent upon your checking for any updates to the Terms of Use and Privacy Policy and your agreement to be bound by any such revisions.  You can view the most current version of the Terms of Use at any time by clicking on the Terms of Use link at the bottom of the Site. Your continued right to access and use the Site will terminate immediately, without any further action by Owner, if you breach the Terms of Use.

Registration INFORMATION/Obligations.

You need not register in order to use the Site, but you will be required to register prior to making a donation or submitting by providing your name and e-mail address (“Registration Information”) in order to receive updates and additional information via e-mail.  By doing so, you signify your agreement that we may use your e-mail address to send you information relating to the Site.

You may not impersonate, imitate or pretend to be somebody else when registering and/or setting up an account on the Site.  If any of your Registration Information changes, you must update it by using the appropriate update mechanism on the Site, if available.  We have the right to rely on any information you provide to us and shall have no liability for any such reliance.  You are solely responsible for any and all use of such Registration Information.  Without limiting the foregoing or anything set out elsewhere in these Terms of Use, we reserve the right to terminate your account without prior notice, if your Registration Information contains any untruthful or inaccurate information.  The collection and use of all information submitted in connection with registration is subject to the terms of our Privacy Policy (insert link to Privacy Policy).

 

USE OF CONTENT.

You acknowledge that all content, including, without limitation, names, likenesses, images, pictures, graphics, code and software, photographs, audio and video clips, scripts, links, interactive features and other material and files (collectively, the “Content”) used on or incorporated into the Site, and the selection, arrangement and/or integration of all such Content, are protected property of Owner, or used under license or otherwise, and all rights thereto and therein are specifically reserved.  The trademarks, service marks, logos and other indicia of origin (collectively, the “Marks”) used on the Site are owned by Owner and others and no license or right to use any Marks contained on the Site is granted, whether by implication or otherwise. Use of any Marks contained on the Site is expressly prohibited unless authorized in writing by Owner and/or the owner of the applicable Marks.   All rights not explicitly granted herein are reserved.

Without limiting anything set out above, except as otherwise expressly provided herein, Content on the Site may not be used, copied or imitated without our prior written consent in each instance.  You agree to comply with, and keep intact, any copyright notices, trademark notices, information, or restrictions contained in or on any Content available on, incorporated into or accessed through the Site.  Permission is granted to electronically copy and print hard copies of pages from the Site solely for your own personal, non-commercial use, provided that you maintain all copyright and other notices intact.  If you have any question as to whether we own certain Content contained on the Site, do not download or copy it without first contacting us (e.g., content that appears to have been uploaded by a third party should not be copied or downloaded by you).  You may not copy, use, download, modify, frame, publish, transmit, transfer, sell, license, reproduce, create derivative works from, distribute, perform, display, disseminate, post, republish, broadcast, rearrange, redistribute, alter, adapt, crop, re-size, reverse engineer, move, remove, delete or in any way exploit any of the Content, in whole or in part, directly or indirectly, without the prior written consent of the owner thereof, except as expressly permitted in these Terms of Use or under applicable law.  If permission is granted by Owner and/or by all other entities with an interest in the relevant intellectual property, you may not change or delete any author attribution, trademark, legend or copyright notice.  Without limiting the foregoing and for the avoidance of doubt, you must abide by all additional copyright notices and other restrictions contained on the Site.  You may not, in any way, make commercial or other use, by publication, re-transmission, distribution, performance, caching, or otherwise, of material obtained through the Site, including without limitation the Content, except as permitted by the Copyright Act or other law or as expressly permitted by these Terms of Use or elsewhere on the Site, or by Owner (and all other entities with an interest in the relevant intellectual property).

The Site may contain typographical errors or inaccuracies and may not be complete or current.  Owner therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice.  We apologize for any inconvenience.

Owner specifically prohibits, and by your use of the Site, you expressly agree not to engage in, the following conduct:  the deletion or alteration of any Content posted on the Site by Owner or a third party; the taking of any action that imposes an unreasonable or disproportionately large load on the Site infrastructure; the use of any data mining, robots, scraping or other similar means or methods for purposes of data gathering or extraction; and/or the use of the Site directory information to post or transmit any unsolicited advertising, promotional materials, junk mail, spam, chain letters, telephone calls or other solicitations.  You agree not to disrupt, overwhelm, attack, modify, reverse engineer or interfere with the Site or its associated software, hardware and/or servers in any way, and you agree not to impede or interfere with others’ use of the Site.

USER CONDUCT.

We may provide interactive activities on the Site such as article and blog comment posting areas, bulletin boards (also known as message boards) collectively identified as “Interactive Areas,” for the use of our visitors.  You may not use the Interactive Areas, or other areas of the Site, in a way that violates these Terms of Use, applicable federal, state, or international law, or for any other unlawful purpose.  You may not use the Site (including, without limitation, the Interactive Areas) to send, receive, or download messages or materials that are inappropriate or violate the intellectual property rights of Owner or others.

Content posted by users and contributors unaffiliated with Owner (“User Content”) is generally not reviewed by Owner.  Nonetheless, Owner reserves the right to change, delete, or remove, in part or in full, any postings in Interactive Areas, and to terminate or suspend access to such areas, for conduct that we believe, in our sole discretion, interferes with other peoples’ use of the Site, to cooperate with local, state, and/or federal authorities if necessary, and to comply with applicable law.  In addition, Owner shall have the right to remove any User Content it has reason to believe may infringe the rights of a third party.  Owner reserves the right, in its sole discretion, to determine whether and what action to take in response to any such potential infringement, and any action or inaction in a particular instance shall not dictate or limit Owner’s response to a future occurrence.  You acknowledge and agree that Owner shall not assume or have any liability for any action or inaction by Owner with respect to any User Content.  Users shall remain solely responsible for User Content and any material or information transmitted to, or interaction with, other users.

Any submissions or postings by visitors to parts of the Site, including Interactive Areas, without limitation, will be public and posted in public areas on the Site.  Owner, its affiliates, and our and their officers, directors, employees and agents that conduct, operate and/or manage the Site’s Interactive Areas will not be responsible for the action of any visitors or third parties with respect to any information, materials or User Content posted, uploaded or transmitted in these Interactive Areas.

You must be thirteen (13) years of age or older to participate in any Interactive Areas.  Owner will not accept registrations from or knowingly allow participation in Interactive Areas by persons under thirteen (13) years of age.  For increased security, we encourage you to not include any personal information about yourself or others in Interactive Areas, such as name, phone number or street address.   By participating in any of the aforementioned activities, all users agree to follow Owner’s User Conduct Policy as described herein or elsewhere on the Site.  Owner reserves the right, at any time, in its sole and absolute discretion and for any reason or no reason, to delete any User Content that is commercial in nature or to terminate access to and use of the Site by any user who posts commercial content.

We do our best to encourage comfort and discourage disruptive communication.  We also discourage disruptive statements that incite others to violate our policies.  We encourage your participation in upholding our standards.  You are responsible for all content that you post, e-mail, transmit, upload or otherwise make available through the Site.  Owner reserves the right to terminate your access to and use of the Site, if, in our sole discretion, your conduct fails to meet any of the following guidelines:

  • is unlawful, harmful to adults or minors, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; or
  • infringes any patent, trademark, trade secret, copyright, right of privacy or publicity, or other proprietary rights of any person; or
  • contains unauthorized advertising or solicits other visitors; or
  • is intended by the visitor to interfere with, disrupt, harm, destroy or limit the functionality or integrity of any computer software, hardware or Content on the Site.

We also strive to make Interactive Areas enjoyable and welcome people of all races, religions, genders, national origins, sexual orientations and differing points of view.  When in doubt about appropriate behavior in Interactive Areas, please remember that, although the venue is electronic, those participating in it are real people.  We ask that you treat others with respect.  Any conduct by a participant in Interactive Areas that violates these Terms of Use in any way may result in the suspension or termination of the visitor’s access to, and use of, the Site, in Owner’s sole discretion, in addition to any other remedies.  As stated above, we may also post additional guidelines and/or codes of conduct for certain Interactive Areas and any such additional postings will be incorporated by reference into these Terms of Use.  To the extent there is a conflict between a code of conduct posted in a specific area of the Site and these Terms of Use, then that code of conduct shall govern solely with respect to the conflicting terms and the specific area of the Site.  If you see objectionable user content or have any questions about the code of conduct, please contact us at http://www.livelikelou.org/contact-us/.

Copyright/Intellectual PropertY.

Owner respects the intellectual property of others and expects its users to do the same.  Without limiting anything set out elsewhere in these Terms of Use, Owner may, in appropriate circumstances and at its discretion, disable and/or terminate accounts of users who may be infringing the intellectual property rights of Owner and/or others; however, Owner has no responsibility for content on other websites that you may find or access when using the Site and/or Owner’s products or services.  Material available on or through other websites may be protected by copyright and the intellectual property laws of the United States and/or other countries.  The terms of use of those websites, and not these Terms of Use, govern your use of that material.

Notice for Claims of Intellectual Property Violations and Agent for Notice

If you believe in good faith that any material on the Site infringes your copyright, you (or your agent) may send our Agent for Notice of claims of copyright or other intellectual property infringement (“Agent”) a written notice requesting that we remove or block access to the infringing material.  Your notice to us must include the following information:

  1. an electronic or physical signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
  2. identification of the copyrighted work or other intellectual property claimed to have been infringed;
  3. a description of where the material that you claim is infringing is located on the Site, with sufficient detail that we may find it on the Site;
  4. your address, telephone number, and email address;
  5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
  6. information, if possible, sufficient to permit Owner to notify the owner/administrator of the allegedly infringing webpage or other content; and
  7. a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

If you believe in good faith that someone has wrongfully filed a notice of copyright infringement against you, the Digital Millennium Copyright Act (the “DMCA”) permits you to send us a counter-notice.  Notices and counter-notices must meet the then current statutory requirements imposed by the DMCA; see www.loc.gov/copyright.  Notices and counter-notices should be sent to our Agent:

By mail:

The Pittsburgh Foundation
5 PPG Place, Suite 250
Pittsburgh, PA 15222

Attn:  Christopher Whitlatch

By phone:

412-394-2620

By fax:

412-391-7259

By email:

whitlatchc at pghfdn.org

Please note that, due to security concerns, attachments cannot be accepted.  Accordingly, any notification of infringement submitted electronically with an attachment will not be received or processed.

THIRD PARTY SITES.

The Site may contain links to websites that are unrelated to us and are owned and operated by third parties (the “Third Party Sites”).  Owner does not make any representations or warranties about any Third Party Sites you may access through the Site.  These links are provided solely as a convenience to you and do not constitute an endorsement by Owner or imply that Owner sponsors, is affiliated or associated with or otherwise recommends, certifies or endorses the Third Party Sites.  We are not responsible for the contents of, or any products or services offered on, Third Party Sites, and you are responsible for making your own independent decisions regarding your interactions or communications with any Third Party Sites.

Security.

From time to time, we may use techniques designed to identify fraudulent activities.  You agree to cooperate with such efforts as we may, in our sole discretion, deem necessary to identify attempted fraud.  You further agree that if, for any reason, you or others acting on your behalf are suspected of fraud or other breach of these Terms of Use, we may, in our sole discretion, declare you to be in breach of these Terms of Use, suspend or terminate your use of the Site, and/or seek prosecution to the fullest extent of the law.

TERMINATION

 

Owner reserves the right, in its sole discretion, to restrict, suspend or terminate your access to all or any part of the Site at any time for any reason without prior notice or liability.  Owner may change, suspend or discontinue all or any aspect of the Site at any time, including the availability of any feature, database, or Content, without prior notice or liability.

DISCLAIMER

Your use and browsing of the Site are at your own risk.  If you are dissatisfied with the Site or any Content, or with any of these Terms of Use, your sole and exclusive remedy is to discontinue accessing and using the Site.  OWNER DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES OWNER WARRANT THAT ANY DEFECTS IN THE SITE OR INACCURACIES IN THE CONTENT WILL BE CORRECTED.

WITHOUT LIMITING THE FOREGOING, THE SITE AND ALL OF THE CONTENT ARE PROVIDED TO YOU “AS IS”.  NONE OF OWNER, ITS THIRD PARTY CONTENT PROVIDERS AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SITE, ANY CONTENT OR ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED, DIRECTLY OR INDIRECTLY, THROUGH USE OF THE SITE.  YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE IS ASSUMED SOLELY BY YOU.

ALTHOUGH THE INFORMATION PROVIDED TO VISITORS ON THE SITE IS OBTAINED OR COMPILED FROM SOURCES WE BELIEVE TO BE RELIABLE, OWNER CANNOT AND DOES NOT GUARANTEE THE ACCURACY, VALIDITY, TIMELINESS OR COMPLETENESS OF ANY INFORMATION OR DATA OR OTHER CONTENT MADE AVAILABLE ON THE SITE OR ITS SUITABILITY FOR ANY PARTICULAR PURPOSE.  WITHOUT LIMITING ANYTHING SET OUT ELSEWHERE IN THESE TERMS OF USE, NEITHER OWNER, NOR ANY OF ITS RELATED PARTIES, OPERATIONAL OR PROMOTIONAL PROVIDERS, PROGRAM PRODUCERS OR SPONSORS, OR ANY OF THEIR RELATED PARTIES ARE LIABLE FOR, OR SHALL BE LIABLE FOR, OR HAVE RESPONSIBILITY OF ANY KIND TO ANY VISITOR FOR, ANY INJURY (COMMERCIAL OR OTHERWISE), LOSS OR DAMAGE THAT A VISITOR INCURS, INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF (I) ANY FAILURE OR INTERRUPTION OF THE SITE; (II) ANY ACT OR OMISSION OF ANY THIRD PARTY INVOLVED IN MAKING THE SITE OR THE CONTENT AVAILABLE TO VISITORS; (III) ANY OTHER CAUSE RELATING TO A VISITOR’S ACCESS OR USE, OR INABILITY TO ACCESS OR USE, ANY PORTION OF THE SITE OR MATERIALS ON THE SITE; (IV) ANY VISITOR’S INTERACTION OR SUBMISSIONS ON THE SITE; OR (V) ANY VISITOR’S FAILURE TO COMPLY WITH THE TERMS OF USE, WHETHER OR NOT THE CIRCUMSTANCES GIVING RISE TO SUCH INJURY, LOSS OR DAMAGE MAY HAVE BEEN WITHIN THE CONTROL OF OWNER OR ITS RELATED PARTIES.  PLEASE BE ADVISED THAT ONCE YOU LEAVE THE SITE, YOUR USE OF THE INTERNET WILL BE GOVERNED BY THE TERMS OF USE AND PRIVACY POLICIES, IF ANY, OF THE PARTICULAR WEBSITE THAT YOU ARE ACCESSING, INCLUDING THOSE OF OUR OPERATIONAL PROVIDERS, ADVERTISERS, SPONSORS, AND PROMOTIONAL PARTNERS.  OWNER AND ITS RELATED PARTIES WILL NOT BE RESPONSIBLE OR LIABLE FOR THE CONTENT, ACTIVITIES, OR PRIVACY PRACTICES OF THIRD PARTY WEBSITES, OR ANY LOSS OR DAMAGE THAT COULD RESULT FROM LEAVING THE SITE.

You specifically acknowledge and agree that Owner and its officers, directors, employees and agents are not liable for any defamatory, offensive or illegal conduct of any user.  In addition, while Owner intends to take reasonable steps to prevent the introduction of viruses or other destructive materials to the Site, Owner does not warrant, guarantee or make any representations that the Site, or any Content available for downloading on the Site, will be free of viruses or destructive materials and Owner shall not be liable for any viruses or other destructive materials that may infect your computer equipment or other property on account of your access to, use of, or browsing on the Site or the server that makes it available, or your downloading of any Content from the Site.

Owner will also not be responsible for delays or failures in performing any obligations under these Terms of Use, whether or not due to any cause beyond our reasonable control.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, OWNER AND ANY THIRD PARTY CONTENT PROVIDERS, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARE NOT LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO, OR USE OF, OR INABILITY TO ACCESS OR USE THIS SITE, INCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, LOST PROFITS, LOST SAVINGS, OR LOST REVENUES, HOWEVER SUCH DAMAGES ARE CAUSED AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY.  THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER OWNER, ANY THIRD PARTY CONTENT PROVIDER, OR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN THE EVENT YOU TRANSMIT, INTRODUCE, OR OTHERWISE CAUSE ANY TECHNICAL DISRUPTION OF THE SITE OR THE SERVICES TRANSMITTING THE SITE TO YOU, YOU AGREE TO BE RESPONSIBLE FOR ANY AND ALL LIABILITIES AND COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND EXPENSES) ARISING FROM ANY AND ALL CLAIMS BROUGHT BY THIRD PARTIES BASED UPON SUCH TECHNICAL DISRUPTIONS.  “TECHNICAL DISRUPTION” MEANS DISTRIBUTION OF UNSOLICITED ADVERTISING OR CHAIN LETTERS, PROPAGATION OF COMPUTER WORMS, VIRUSES OR OTHER HARMFUL CODE, AND/OR USING THE SITE TO MAKE UNAUTHORIZED ENTRY TO ANY OTHER MACHINE ACCESSIBLE VIA THE SITE.  YOU ARE FURTHER SOLELY RESPONSIBLE FOR THE CONTENT OF ANY TRANSMISSIONS USING THE SITE AND AGREE NOT TO UPLOAD, POST OR OTHERWISE MAKE AVAILABLE ON THE SITE ANY MATERIAL PROTECTED BY A PROPRIETARY RIGHT OF A THIRD PARTY WITHOUT FIRST OBTAINING THE EXPRESS PERMISSION OF THE OWNER OF SUCH PROPRIETARY RIGHT.  YOU SHALL BE SOLELY LIABLE FOR ANY DAMAGES, LOSSES, COSTS OR EXPENSES (INCLUDING ATTORNEYS’ FEES AND EXPENSES) ARISING OUT OF INFRINGEMENT OF PROPRIETARY RIGHTS OR ANY OTHER HARM ARISING FROM THE UPLOADING, POSTING OR OTHER SUBMISSION OF MATERIALS BY YOU.

 

Indemnity.

Without limiting any other provision contained in these Terms of Use, you hereby agree, at your own expense, to indemnify, defend and hold harmless Owner and its related parties, from and against any and all claims (groundless or otherwise), actions , liability, losses, expenses, damages and costs, including without limitation, reasonable legal and accounting fees, arising out of or relating to (i) any User Content and/or other information or materials you submit, transmit or otherwise make available through the Site, (ii) your use of the Site, (iii) activity that occurs under your account; or (iv) your infringement or violation of any laws, rules, restrictions or regulations applicable to the Site; and/or (v) any fraud or manipulation, or other breach or alleged breach of the terms of these Terms of Use.  Owner reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you.  You agree to fully cooperate as reasonably requested by Owner in the defense of any claim.  In any event, you shall not settle any matter without the written consent of Owner.

Without limiting anything set out above, you hereby release each of the indemnified parties from all damages, liability, claims, actions, demands and costs of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with these Terms of Use, Privacy Policy and/or any use by you of the Site. If you are a California resident, you expressly waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

Unsolicited Materials.

Owner does not solicit nor does it wish to receive any confidential, proprietary or trade secret information or other material from you through the Site or Owner mail and e-mail addresses, or in any other way.  Please note that any information, materials, suggestions, ideas or comments (collectively, the “Unsolicited Materials”) sent to Owner will be deemed non-confidential.  By submitting or sending any such Unsolicited Materials to us, you represent and warrant that the information is original to you and that no other party has any rights to the Unsolicited Materials, and you agree to waive any “moral rights” you may have in the Unsolicited Materials.  Any Unsolicited Material will become and remain the property of Owner.

User’s Grant Of Limited License.

By communicating with Owner, including submitting or sending Unsolicited Materials or other information or material to the Site, you grant Owner the royalty-free, unrestricted, world-wide, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license to use, post, copy, reproduce, distribute, transmit, display, transfer, sell, perform, adapt, publish, sell, translate and create derivative works from such Unsolicited Materials (in whole or part) and otherwise exploit the Unsolicited Materials, including any information, suggestions, ideas, drawings or concepts contained in such Unsolicited Materials, worldwide, and/or to incorporate it in other works in any form, media, or technology now known or later developed, with or without attribution to you.  You will remain responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of such submitted material or other communication to Owner.

For the avoidance of doubt, you irrevocably grant to us the royalty-free, unrestricted, world-wide, perpetual, non-exclusive and fully sub-licensable right to exploit your image, photo, likeness, voice, performance, in whole or in part, and any other Unsolicited Materials you post on the Site or submit to us in connection with any and all publicity and advertising for and promotion of the Site and Owner, and in connection with Owner’s exercise of any other rights granted hereunder as Owner determines in its sole discretion.  Without limiting anything set out elsewhere in these Terms of Use, you hereby release Owner from and against any and all claims, damages or liabilities arising from or relating to the use of such Unsolicited Materials, image, photo, likeness, voice and performance as set forth in these Terms of Use.

 

Governing Law AND LIMITATION OF ACTIONS.

The terms of these Terms of Use shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflicts of law rules, and you and we irrevocably consent, in connection with any action to enforce these Terms of Use, to the jurisdiction of the federal and state courts located in New York, New York.  No action, regardless of form, arising out of this Agreement, may be brought by either party more than one (1) year after the cause of action has arisen.  To the fullest extent permitted by applicable law, no claim under these Terms of Use may be joined to any other claim, including any legal proceeding involving any other current or former user of the Site, and no class action proceedings will be permitted.

MISCELLANEOUS.

These Terms of Use set forth the entire agreement between the parties with regard to the subject matter hereof.  No other agreements, representations, or warranties have been made by either party to the other with respect to the subject matter of these Terms of Use, except as referenced herein.  These Terms of Use may be only amended as set above.  If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.  Neither party shall, by mere lapse of time without giving notice or taking other action hereunder, be deemed to have waived any breach by the other party or any right of any of the provisions of these Terms of Use.  Further, the waiver by either party of a particular breach of these Terms of Use by the other party shall not be construed as, or constitute, a continuing waiver of such breach, or of other breaches of the same or other provisions of these Terms of Use.  These Terms of Use and any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.  Section headings are for convenience only and have no legal or contractual effect.  All rights not expressly granted herein are reserved.

IF YOU DO NOT AGREE TO ALL OF THE FOREGOING TERMS OF USE OR ARE NOT AUTHORIZED TO AGREE TO THESE TERMS OF USE, PLEASE EXIT THE SITE.

Last Updated: January 17, 2012

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