To ensure a safe, non-offensive environment for all of our users, we have established our Terms and Conditions of Use and Service (the “Terms”). It spells out what you can expect from us and what we expect from you. By accessing any areas of www.crosswalk.media users agree to be legally bound and to abide by the terms set forth below. www.crosswalk.media is owned and operated by Crosswalk Media Inc., a Delaware corporation (“CMI”). Any references herein to the “Website” shall be deemed to refer to www.crosswalk.media, a subdomain of www.crosswalk.media, any mobile application of www.crosswalk.media and any other website operated by CMI, as applicable under the circumstances. Except as otherwise noted herein, the Terms govern your use of the Website. For the purposes of this agreement, “You” and/or “User” means the person using the Website.
By using or accessing the Website, a subdomain of the Website, any mobile application of the Website or any other website operated by CMI on which these Terms are posted via a link or otherwise, you acknowledge that you agree to and are subject to the Terms. If you do not fully agree to these Terms, you are not authorized to access or otherwise use the Website. Under these Terms, “use” or “access” to the Website specifically includes any direct access or use of the Website or any cached version of the Website and any direct or indirect access of any information or content on the Website, regardless of how obtained, and the term “Website” includes, without limitation, any cached version thereof.
“Crosswalk Media” is a service mark of CMI. All rights reserved. These and other Website graphics, logos and service marks and trademarks of CMI and its affiliates may not be used without prior written consent of CMI. All other trademarks, product names, and company names and logos appearing on the Website are the property of their respective owners.
II. DISCLAIMERS AND LIMITATION OF LIABILITY
User expressly agrees that use of the Website is at User’s sole risk. Neither CMI nor any of its officers, directors, employees, agents, third-party content providers, merchants, sponsors, licensors (collectively, the “Providers”), or the like, warrant that the Website will be uninterrupted or error free, nor do they make any warranty as to the results that may be obtained from the use of the Website, or as to the accuracy, reliability, or currency of any information content, service, or merchandise provided through the Website.
THE WEBSITE IS PROVIDED BY CMI ON AN “AS IS” AND “AS AVAILABLE” BASIS. CMI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE, THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS, INCLUDED ON THE WEBSITE. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, CMI DISCLAIMS ALL WARRRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CMI WILL NOT BE LIABILE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE WEBSITE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY CMI, NOR ITS AFFILIATES, NOR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PROVIDERS, OR THE LIKE, SHALL CREATE A WARRANTY; NOR SHALL USER RELY ON ANY SUCH INFORMATION OR ADVICE.
Under no circumstance shall CMI, or any other party involved in creating, producing, or distributing the Website be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the Website, including but not limited to reliance by User on any information obtained from the Website or that results from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission, or any failure of performance, whether or not resulting from acts of God, communications failure, theft, destruction, or unauthorized access to the Website’s records, programs or services. User hereby acknowledges that this Section II shall apply to all content, merchandise, and services available through the Website. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states, liability is limited to the fullest extent permitted by law.
A. PROPRIETARY RIGHTS
User acknowledges that the Website and content and information contained on the Website for Users and the general public contains information, data, software, photographs, graphs, videos, typefaces, graphics, music sounds and other material (collectively, the “Content”) that are protected by copyrights, trademarks, trade secrets, or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. All Content is copyrighted as a collective work under the U.S. copyright laws, and CMI owns a copyright in the selection, coordination, arrangement, and enhancement of such Content. User may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Content, in whole or in part. If no specific restrictions are displayed, Users may make copies of select portions of the Content, provided that the copies are made only for User’s personal use and that User maintains any notices contained in the Content, such as all copyright notices, trademark legends, or other proprietary rights notices. Except as provided in the preceding sentence or as permitted by the fair use privilege under the U.S. copyright laws (see, e.g., 17 U.S.C.A. Section 107), User may not upload, post, reproduce, or distribute in any way Content protected by copyright, or other proprietary right, without obtaining permission of the owner of the copyright or other proprietary right. In addition to the foregoing, use of any software Content shall be governed by the software license agreement accompanying such software.
B. DIGITAL MILLENNIUM COPYRIGHT ACT
.CMI will remove infringing materials in accordance with the Digital Millennium Copyright Act (“DMCA”) if properly notified that content infringes copyright. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify CMI’s Copyright Agent in writing. Your notice must contain the following information (please confirm these requirements with your legal counsel, or see the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information):
• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed;
• A description of where the material that you claim is infringing is located on the site, sufficient for CMI to locate the material;
• Your address, telephone number, and email address;
• A 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
• A statement by you that the information in your notice is accurate and, under penalty of perjury that you are the copyright owner or authorized to act on the copyright owner's behalf.
If you believe that your work has been removed or disabled by mistake or misidentification, please notify CMI’s Copyright Agent in writing. Your counter-notice must contain the following information (please confirm these requirements with your legal counsel or see the U.S. Copyright Act, 17 U.S.C. §512(g)(3), for more information):
• A physical or electronic signature of the user of the Website;
• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
• A statement made under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
• Your name, address, telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which CMI may be found, and that you will accept service of process from the person who provided notification under subscriber (c)(1)(C) or an agent of such person.
Under the Copyright Act, any person who knowingly materially misrepresents that material is infringing or was removed or disabled by mistake or misidentification may be subject to liability. If you fail to comply with these notice requirements, your notification or counter-notification may not be valid. Our designated copyright agent for notice of alleged copyright infringement is:
In accordance with the DMCA and other applicable law, CMI has adopted a policy of terminating, in appropriate circumstances and at CMI’s sole discretion, Users who are deemed to be repeat infringers. CMI may also at its sole discretion limit access to the Website and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
C. THIRD-PARTY CONTENT; LINKS TO THIRD PARTY WEBSITES
CMI is a distributer and not a publisher of content supplied by third parties and users (the “Third Party Content”). CMI has no more editorial control over such Third Party Content than does a public library or newsstand. Any opinions, advice, statements, services, offers, or other information that constitutes part of the Third Party Content expressed or made available by third parties or any other User of the Website, are those of the respective authors or distributors and not of CMI or any of its affiliates or any of their officers, directors, employees or agents. Neither CMI nor its affiliates, nor any of their officers, directors, employees or agents, or the like, guarantees the accuracy, completeness or usefulness of any Third Party Content, nor its merchantability or fitness for any particular purpose. In many instances, the Third Party Content available through the Website represents the opinions and judgments of the respective third party provider, or user not under contract with CMI. CMI neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, or statement made on the Website by anyone other than agents or employees of CMI. Under no circumstances shall CMI, or its affiliates, or any of their officers, directors, employees or agents be liable for any loss, damage or harm caused by User’s reliance on information obtained through the Website. It is the responsibility of User to evaluate the information, opinion, advice, or other Third Party Content available through the Website.
The Website may link to other websites or resources on the internet, and other websites or resources may contain links to the Website. When a User accesses third-party websites, such User does so at User’s own risk. Those other websites are not under CMI’s control, and User acknowledges that CMI is not liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of those other websites or resources. The inclusion on another website of any link to the Website does not imply endorsement by or affiliation with CMI. User further acknowledges and agrees that CMI shall not be liable for any damage related to the use of any content, goods, or services available through any third-party website or resource.
IV. ONLINE CONDUCT
User agrees to use the Website only for lawful purposes. User is prohibited from posting on or transmitting through the Website any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national or international law.
If CMI is notified of allegedly infringing, defamatory, damaging, illegal or offensive content provided by User (e.g., through an online review, chat room, or discussion board), CMI may investigate the allegation and determine in its sole discretion whether to remove or request the removal of such content from the Website. CMI may disclose any content or electronic communication of any kind: (i) to satisfy any law, regulation or government request; (ii) if such disclosure is necessary or appropriate to operate the Website; or (iii) to protect the rights or property of CMI or its Users.
CMI reserves the right to prohibit conduct, communication, or content that it deems in its sole discretion to be harmful to individual users, CMI, the communities that make up the Website, or any rights of CMI or any third party, or to violate any applicable law. Notwithstanding the foregoing, neither CMI nor its third party providers can ensure prompt removal of questionable content after online posting. Accordingly, neither CMI, nor its affiliates, nor any of their officers, directors, employees or agents shall assume liability for any action or inaction with respect to conduct, communication, or content on the Website.
VI. RESTRICTIONS; TERMINATION OF USAGE
You are not authorized to use the Website unless you are at least 18 years of age or older and able to enter into legally binding contracts. We do not knowingly collect the information of anyone under the age of 18. CMI may terminate User’s access, or suspend User’s access to all or part of the Website, without notice, for any conduct that CMI, in its sole discretion, believes is in a violation of any applicable law or is harmful to the interests of another user, a third party provider, a service provider, or CMI.
You agree to defend, indemnify, and hold CMI and its officers, directors, employees, agents, affiliates, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including without limitation, reasonable legal and accounting fees, arising or resulting from your breach of the Terms or your access to, use, or misuse of the Content or the Website. CMI shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. CMI reserves the right, at your expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
VIII. APPLICABLE LAW
A. GOVERNING LAW
The Terms and all disputes or issues arising from it shall be governed exclusively by the laws of New York State without regard to conflict of law principles.
B. DISPUTE RESOLUTION
As a condition precedent to any other legal recourse (unless such legal recourse seeks injunctive relief), any parties to a dispute, controversy, disagreement or claim (collectively and individually, a “Claim”) involving the Website shall make good faith efforts to come to a resolution. An initial meeting to resolve the Claim shall be conducted by the parties at a meeting to be held via teleconference within fourteen (14) working days of a written request, which request shall specify in reasonable detail the nature of the dispute to be resolved at such meeting. The meeting shall be attended by representatives of the parties and any other person that may be affected in any material respect by the resolution of such Claim. Such representatives shall have authority to settle the Claim and shall attempt in good faith to resolve the Claim. The parties shall submit any unresolved Claim to binding arbitration before the American Arbitration Association (the “AAA”) pursuant to the AAA’s expedited rules with proceedings to take place in Kings County, New York. In the event of arbitration, the parties shall be responsible for their own legal fees and expenses, and the costs and expenses of the arbitrator and any fees charged by the AAA shall be apportioned equally between the parties.
The Terms and the rights and liabilities of the parties hereto inure to the benefit of their respective successors and assigns. CMI may assign the Terms to any successor entity. User may not assign without the written permission of CMI.
The provisions of these Terms are intended to be severable. If for any reason any provision of the Terms shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or provisions hereof in any jurisdiction.
The Terms and Conditions of Use and Service, including all documents referenced herein, represents the entire understanding between User and CMI regarding User’s relationship with the Website and supersedes any prior statements or representations. YOU AGREE TO BE BOUND BY THE TERMS by using the Website and/or subscribing to the Newsletter. CMI reserves the right to change any of the provisions posted herein and you agree to review these Terms each time you visit the Website. Your continued use of the Website following the posting of any changes to the Terms constitutes your acceptance of such changes. CMI does not and will not assume any obligation to provide you with notice of any change to the Terms and you acknowledge and agree to same. Unless accepted by CMI in writing, you may not amend the Terms in any way.