Terms of Use
Terms of Use
Last Updated March 9, 2017
These Terms of Use (“Terms”) explain the contractual relationship between you and the Lincoln Square District Management Association, Inc. dba Lincoln Square Business Improvement District and its affiliates and subsidiaries (“LSBID,” “us”, “our” or "we”) regarding your use of, and access to, our website located at www.lincolnsquarebid.com (the “Website”). These Terms, which include our Privacy Policy, govern your access to and use of the Website and Contents (as defined below), and constitute a binding legal agreement between you and us.
By using (the "Website"), you are agreeing to accept and comply with the Terms, which may be updated from time to time without notice to you. You should visit this page periodically to review the current Terms. We may, in our sole discretion, terminate your access to the Website at any time and without notice, including without limitation due to any violation by you of these Terms.
YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE WEBSITE, OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR THROUGH THE WEBSITE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS.
1. LIMITED RIGHT OF USE/OWNERSHIP OF CONTENTS
Subject to your compliance with these Terms, you are granted a limited, non-exclusive, non-transferable license to access and use the Website on a computer, tablet device or mobile phone that you own or control.
The contents of the Website are intended for the personal, noncommercial use of its users. All materials published on the Website, including all information, data, text, sound, photographs, graphics, the selection and arrangement thereof, and all source code, software compilations, and other materials (the "Contents") are protected by copyright, trademark, trade dress and other applicable intellectual property laws, and may not be copied or imitated in whole or in part by you, unless as explicitly stated under these Terms. The Contents are owned or controlled by us or the party credited as the provider of such Contents. You agree to abide by all applicable copyright, trademark and other laws. We do not convey, through allowing access to the Website, any ownership rights in the Contents.
Except as specifically set forth in these Terms, you may not modify, adapt, translate, exhibit, publish, transmit, participate in the transfer or sale of, create derivative works from, distribute, perform, display, reverse engineer, decompile or dissemble, or in any way exploit, any of the Contents or software forming part of the Website in whole or in part. Any attempt to do so is a violation of our rights. If you breach this restriction, you may be subject to prosecution and damages. You may not use the Website in any manner not specifically authorized hereunder or in any way that is against any applicable laws or regulations.
We reserve the right to republish any statements, materials, photographs or information contributed by users (“User Content”), including User Content submitted on the Members Portal (defined below). By uploading and/or posting User Content on any area of the Website, or submitting any correspondence to us, you expressly grant us a perpetual, global, royalty-free nonexclusive license to publish, reproduce, sell, disclose, distribute or use such User Content for any purpose whatsoever. You hereby further grant us the global nonexclusive right to use any ideas, concepts or techniques embodied in such User Content for any purpose whatsoever. In addition, you hereby waive any and all moral rights you may have in any such User Content. Further, you hereby authorize us to edit and otherwise modify any User Content prior to our use, publication, distribution, sale, reproduction or disclosure thereof. All User Content will be deemed to be provided to us on a non-confidential and non-proprietary basis. User Content that is copyright protected may not be submitted without permission from the copyright owner, and you are solely responsible for the failure to obtain any such permission.
2. MODIFICATIONS TO THE WEBSITE
We reserve the right from time to time to make modifications and changes to the Website, including but not limited to discontinuing, temporarily or permanently, any service offered by us or through the Website, with or without notice. You agree that we shall not be liable to you or to any other party for any changes or modifications to the Website.
3. ELIGIBILITY
You represent and warrant that: (i) you are accessing the Website from the U.S., (ii) you have the right, capacity and authority to be bound by these Terms, (iii) you will abide by all these Terms, and (iv) you are at least thirteen (13) years of age. If you are under the age of eighteen (18) or age of majority in your state of residence, then you should review and discuss these Terms with your parent or legal guardian. Your continued access and/or use of the Website is deemed to be consent by your parent or legal guardian to you accessing or using the Website and agreement to be bound by these Terms.
4. MEMBERS PORTAL
Certain features of the Website, such as the ability to upload and/or post content to certain pages of the Website, are limited to those organizations that are located in Lincoln Square (the “Members Portal”). In order for a Lincoln Square-based organization to upload and/or post content to the Website via the Members Portal, a representative of such organization must first register and create an account on the Website (“Account’). To create an Account, the representative must provide certain requested information, such as personal name, organization name and email address. If you register, you agree to provide us with complete and accurate registration information, and to inform us immediately of any updates or other changes to such information. We reserve the right to refuse registration, or suspend or cancel an Account, in our sole and exclusive discretion. We also reserve the right, in our sole and exclusive discretion, to edit or delete any content uploaded and/or published via the Members Portal.
5. RULES OF CONDUCT
In connection with your use of the Website, you will not transmit or communicate any data, information or material that: (i) violates, plagiarizes or infringes upon the rights of any third party, including without limitation, copyright, trademark, privacy or publicity, moral rights, contract or other personal or proprietary rights; (ii) is unlawful, harmful, false, misleading, threatening, abusive, harassing, stalking, defamatory, vulgar, obscene, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (iii) constitutes false or misleading indications of origin or statement of fact; (iv) slanders, libels or defames any person or entity; (v) causes injury of any kind to any person or entity; or (vi) violates any applicable laws, rules, regulation or other governmental order. In addition, you will not (i) upload or input to the Website any information which contains software viruses, or any computer code, files or programs designed to interrupt, destroy or limit the functionality of the Website, any computer software or hardware or telecommunications equipment; (ii) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; (iii) use the Website for any unlawful or unsafe purposes; (iv) forge headers or otherwise manipulate identifiers; (v) use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of the Website; (vii) transmit, access or communicate any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements); (viii) monitor traffic on the Website, obtain or accumulate personal information about other users; (ix) modify, delete or damage any information contained on the mobile device or personal computer of any other users; (x) use the Website in any manner that in our sole judgment, adversely affects the performance or function of the Website or interferes with the ability of others to access or utilize the Service; or (xi) undertake any acts not expressly permitted under the Terms. You warrant and represent that you undertake to use the Website only for purposes that are in strict compliance with (a) the Terms and the license granted hereunder, and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions and you shall take no actions which would cause us to be in violation of any applicable law, ruling or regulation.
6. INDEMNIFICATION
By accessing and/or using the Website, you agree to indemnify, defend and hold harmless us, the City of New York, and the parties’ respective officers, directors, employees, members, agents, partners, information providers, affiliates, licensors and licensees (collectively, the "Indemnified Parties") from and against any and all claims, liabilities, damages and costs, including without limitation reasonable attorneys’ fees and expenses, incurred by any of the Indemnified Parties in connection with any claim arising out of your use of the Website, breach of these Terms or the representations, warranties and covenants deemed made by you hereunder. You agree to cooperate as fully as reasonably required in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You shall not enter into any settlement agreement which affects the rights of any of the Indemnified Parties or requires the taking of any action by any of them, without our prior written approval.
7. DISCLAIMER OF WARRANTIES
You expressly understand and agree that:
YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE SERVICES PROVIDED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS. WE SPECIFICALLY DISCLAIM (ON OUR BEHALF, OUR SUBSIDIARIES AND/OR OUR AFFILIATES) ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
WE MAKE NO WARRANTY THAT ANY SERVICE PROVIDED THROUGH THE WEBSITE WILL (i) MEET ANY OF YOUR REQUIREMENTS, (ii) BE TIMELY, SECURE, UNINTERRUPTED OR FREE FROM ERROR OR OMISSION, (iii) PROVIDE RESULTS OR INFORMATION THAT WILL BE USEFUL, ACCURATE OR RELIABLE, NOR THAT ANY ERRORS IN THE OPERATION OF THE WEBSITE, INCLUDING THE OPERATION OF ANY SOFTWARE, WILL BE CORRECTED.
THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY THE WEBSITE, INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE WEBSITE.
WE HEREBY EXPRESSLY DISCLAIM ANY RESPONSIBILITY FOR THE CONTENT AND POLICIES OF ANY THIRD PARTY WEBSITE WHICH MAY BE LINKED TO ON THE WEBSITE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE WEBSITE IS DONE AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR ANY COMPONENT CONNECTED THERETO, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD (INTENTIONAL OR OTHERWISE) OF ANY SUCH MATERIAL.
8. LIMITATION OF LIABILITY
IN NO EVENT WILL LSBID, THE CITY OF NEW YORK, OR THE PARTIES’ OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AFFILIATES, SUCCESSORS OR ASSIGNS, BE LIABLE TO ANY PARTY BE LIABLE TO YOU FOR ANY DAMAGES ARISING OUT OF OR RELATED IN ANY WAY TO YOUR USE OF THE WEBSITE OR THE SERVICES PROVIDED THROUGH THE WEBSITE, WHETHER SUCH DAMAGES ARE DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHERWISE, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST SAVINGS, LOST OPPORTUNITY, LOST SALES, LOSS OF GOODWILL OR REPUTATION, OR ANY OTHER INTANGIBLE LOSS, AND WHETHER ARISING UNDER THEORIES OF CONTRACT, TORT OR OTHERWISE, AND REGARDLESS OF WHETHER LSBID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES.GIVEN THAT SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY (INCLUDING OUR OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AND AFFILIATES) SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IN NO EVENT WILL LSBID’S AGGREGATE LIABILITY (INCLUDING OUR OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, AND AFFILIATES) WITH RESPECT TO THE USE OF THE WEBSITE EXCEED THE AMOUNT OF $25.00.
9. COPYRIGHT INFORMATION
We respect the intellectual property rights of others, and require that users who use the Website do the same. It is our policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”). For more information, please see our DMCA Policy.
10. JURISDICTION
The Website is not intended to subject us or our affiliates to the laws or jurisdiction of any state, country or territory other than that of the United States. We do not represent or warrant that the Website or any part thereof is appropriate or available for use in any jurisdiction other than the United States.
11. MISCELLANEOUS
These Terms constitute the entire agreement between you and us with respect to the use of the Website and any services offered through the Website. These Terms supersede any prior terms of use or other agreements or communications concerning the subject matter hereof between you and us. These Terms shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the federal and state courts located within the County, City and State of New York for the resolution of any disputes arising out of or relating to these Terms.
12. NO LEGAL RELATIONSHIP
No independent contractor, partnership, joint venture or employer-employee relationship is intended or created by the parties hereto.
13. ASSIGNMENT
You shall not transfer, assign, sublicense nor pledge in any manner whatsoever, any of your rights or obligations under these Terms. We may transfer, assign, sublicense or pledge in any manner whatsoever, any of our rights and obligations under these Terms to a subsidiary, affiliate, or successor thereof or to any third party whatsoever, without notifying you or receiving your consent.
14. GENERAL
Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. In the event that any provision of these Terms is inoperative or unenforceable for any reason, such provision shall be enforced to the maximum extent permitted by law and the invalidity of such provision shall not affect the enforceability and validity of remaining provisions of the Terms. No action, regardless of form, which arises from or is related in any way whatsoever to these Terms, may be commenced by you more than twelve (12) months after such cause of action accrues. All notices and other communications under the Terms must be in writing and will be deemed to have been duly given when actually received. You may provide notices to us via email to info@lincolnsquarebid.org or by writing to us at the Lincoln Square District Management Association, Inc., 1881 Broadway, Suite 2R, New York, NY 10023.
If you have any questions regarding these Terms or the Website, please contact us at info@lincolnsquarebid.org.