Van Wagner Website Terms and Conditions
By using the Website, you are representing and warranting that: (a) you are at or above the legal age of majority in your jurisdiction of residence; (b) you own or have sufficient authorization to use the computer, mobile device, technology or other device you use to access the Website (collectively, “Device”); and (c) you will access and use the Website in accordance with these Terms.
1. Changes To These Terms
Van Wagner may change or modify these Terms at any time. Van Wagner will provide notice of such change on the Website. Such changes, revisions or modifications shall be effective immediately upon being posted. Any use of the Website by you after Van Wagner posts changes to the Terms constitutes your acceptance of those changes.
Van Wagner reserves the right, in its sole discretion, to restrict, suspend or terminate your access to and use of the Website, with or without prior notice. Otherwise applicable sections of the Terms shall survive termination. Van Wagner also reserves the right to seek all remedies available at law and in equity for violations of these Terms. Upon termination, you must cease all use of the Website.
2. Mobile Devices
To access the Website or any applications or other services available through the Website via a mobile Device, you must: (i) have a mobile communications subscription (or have the consent of the applicable subscriber) with a participating carrier, (ii) subscribe to any carrier services necessary to download content and (iii) pay any service fees associated with any such access. In addition, you must provide all equipment and software necessary to connect to the Website. You are responsible for ensuring that your equipment and/or software does not disturb or interfere with the Website’s operations. If any upgrade in or to the Websites requires changes in your equipment or software (including the operating system for your Device), you must effect these changes at your own expense.
3. Prohibited Activities
You may not access or use, or attempt to access or use, the Website to take any action that could harm Van Wagner or any person or entity (a “person”), interfere with the operation of the Website or use the Website in a manner that violates any laws. For example, and without limitation, you may not:
• Impersonate any person or falsely state or otherwise misrepresent your credentials, affiliation with any person or the origin of any information you provide;
• Engage in unauthorized spidering, scraping, or harvesting of content or information or use any other unauthorized automated means to compile information;
• Obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through the Website;
• Use any device, software, or routine to interfere or attempt to interfere with the proper working of the Website or any activity conducted on the Website or attempt to probe, scan, test the vulnerability of, or breach the security of any system, device or network;
• Circumvent, reverse engineer, decipher, decompile, disassemble, decrypt or otherwise alter or interfere with (or attempt, encourage or support anyone else’s attempt to engage in such activities) any of the software comprising or in any way making up a part of the Website. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited;
• Take any action that imposes an unreasonable or disproportionately large load on our network or infrastructure;
• Upload or otherwise transmit any communication, software or material that contains a virus or is otherwise harmful to Van Wagner’s or its users’ computers, devices or systems; or
• Engage in any other conduct that restricts or inhibits any person from using or enjoying the Website, or that, in our sole judgment, exposes us or any of our affiliates, users or any other third party to any liability, damages or detriment of any type.
• Violations of system or network security and certain other conduct may result in civil or criminal liability. Van Wagner may investigate and work with law enforcement authorities to prosecute users who violate the Terms.
4. User Submissions
Unless specifically requested, Van Wagner does not solicit nor does Van Wagner wish to receive confidential, secret or proprietary information from you through the Website, by e-mail or in any other way. Now or at various points in the future, some areas of the Website may offer the ability for users to post or submit to Van Wagner materials, including remarks, observations, opinions, creative works, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques or other materials or information (“Submitted Materials”). Unless we expressly agree in writing, the Submitted Materials will be deemed not to be confidential or secret, and Van Wagner may use the Submitted Materials for any purpose including any commercial use or use in connection with Van Wagner products and services. By sending Submitted Materials to the Website, you (i) release Van Wagner of any duty or obligation it might otherwise have to review or act in response to the Submissions and of any duty or obligation that it might otherwise have to you in connection with any action it chooses to take in response to your Submissions; (ii) represent and warrant that the Submitted Materials are original to you, that no other party has any rights thereto, and that any “moral rights” in Submitted Materials have been waived, and (iii) you grant Van Wagner a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, make, sell and export such material (in whole or part) and/or to incorporate it in other works in any form, media, or technology now known or later developed. Van Wagner cannot be responsible for maintaining any Submitted Material that you provide, and Van Wagner may delete or destroy any such Submitted Material at any time.
You acknowledge that you are responsible for any Submitted Materials you submit. In other words, you acknowledge that you (and not Van Wagner) have full responsibility for the Submitted Materials, including their legality, reliability, appropriateness, originality and compliance with corresponding laws. You also acknowledge that Van Wagner does not have any obligation to use or respond to any Submitted Materials. Van Wagner may contact you or any third parties to verify the information contained in any Submitted Materials you provide or to obtain additional commentary. You agree that any materials created from such activities will be owned by Van Wagner and may be used in any manner Van Wagner deem appropriate. Van Wagner may also send you information and notices regarding your Submitted Materials through the Website, by email or other means based on the information you provided to us in connection with your Submitted Materials.
Van Wagner reserves the right at any time and from time to time to discontinue, temporarily or permanently, the acceptance of some or all Submitted Materials with or without notice in its sole discretion. You agree that Van Wagner shall not be liable to you or to anyone else for any suspension or discontinuance of acceptance of any Submitted Materials.
5. Intellectual Property; Restrictions On Your Use of The Materials In The Website
You may access and view the content on the Website on your Device, and make single copies or prints of the content on the Website for your personal, internal use only. The Website and the services offered on or through the Website, including any content and materials thereon, are only for your personal, non-commercial use.
The materials included in the Website, including but not limited to images, software, audio, text and video clips (the “Materials”) are the property of or have been licensed to Van Wagner and are protected by intellectual property laws such as patent, trademark or copyright laws. Except for your own personal and noncommercial use, you are prohibited from modifying, reproducing, transmitting, distributing, displaying, creating derivative works from, transferring or selling any of these Materials without the prior written consent of Van Wagner or its owner in the case of Materials that have been licensed to us. Any unauthorized attempt to modify any Materials included on the Website or to defeat or circumvent our security features or to utilize the Website or any part of the Materials included on this Website for any purpose other than its intended purposes is strictly prohibited.
Van Wagner’s trademarks, logos, and service marks and those trademarks, logos, and service marks licensed to Van Wagner (collectively, the “Trademarks”) displayed on the Website are registered and unregistered marks of Van Wagner. All other trademarks, trade names, product names, service marks and all other non-Van Wagner marks are the property of their respective owners. Nothing contained on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Website without the written permission of Van Wagner or such third party that may own other trademarks displayed on the Website. The absence of a product or service name or logo anywhere in the text of the Website does not constitute a waiver of any trademark or other intellectual property rights concerning that name or logo.
The use of any of these Materials is at your own risk. If you make other use of the Website, or the content, code, data or materials thereon, except as otherwise provided herein, you may violate copyright and other laws of the United States, as well as applicable state laws or laws of other countries, and you may be subject to liability for such unauthorized use. Van Wagner reserves the right to enforce its intellectual property rights to the fullest extent of the law, including seeking of criminal prosecution. Van Wagner reserves the right to change any and all content, software, applications and other items used or contained in the Website at any time without notice.
6. Notice Of Copyright Infringement
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your work has been copied and posted on the website in a way that constitutes copyright infringement, please provide Van Wagner’s copyright agent with the following information: (i) an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Website; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the owner of an exclusive copyright right that has been allegedly infringed.
Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with the above requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon us actual knowledge of facts or circumstances from which infringing material or acts are evident. Van Wagner suggests that you consult your legal advisor before filing a notice with Van Wagner’s copyright agent. You should note that there may be penalties for false claims.
Van Wagner’s copyright agent for notice of claims of copyright infringement can be reached as follows:
NAME: Steven S. Pretsfelder
ADDRESS: Van Wagner Group, LLC, 800 Third Avenue, New York, NY 10022
This contact information is only for suspected copyright infringement. Upon receipt of such a notice of claimed infringement (or any statement in conformance with 17 U.S.C. § 512(c)(3)), Van Wagner will act expeditiously to remove or disable access to any content that is claimed to be infringing upon the copyright of any person under the laws of the United States, and will terminate the Website privileges of those who repeatedly infringe on the copyright of others. United States law imposes substantial penalties for falsely submitting a notice of copyright infringement.
7. Third Party Links
8. Registration and Passwords
In the event the Website permits or requires you to register or select a password prior to permitting access to certain products or services available through the Website, you acknowledge and agree that you are responsible for maintaining the confidentiality of your registration information and password, and for all uses of your password.
9. Disclaimer of Warranties
YOUR USE OF THE WEBSITE IS ENTIRELY AT YOUR OWN RISK. VAN WAGNER MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE WEBSITE, INCLUDING, WITHOUT LIMITATION, THE OPERATION OF THE WEBSITE OR THE INFORMATION, MATERIALS OR GOODS APPEARING OR OFFERED ON THE WEBSITE OR WITH RESPECT TO ANY WEBSITES LINKED FROM THE WEBSITE. THE WEBSITE IS PROVIDED “AS IS”, “WITH ALL FAULTS,” AND “AS AVAILABLE.” WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VAN WAGNER DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO (I) THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE, QUIET ENJOYMENT, NO LIENS AND NO ENCUMBRANCES; (II) THE WARRANTIES AGAINST INFRINGEMENT, MISAPPROPRIATION OR VIOLATION OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY PERSON; (III) WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE IN TRADE; AND (IV) THE WARRANTIES RELATING TO THE ACCURACY, RELIABILITY, CORRECTNESS OR COMPLETENESS OF DATA OR CONTENT MADE AVAILABLE ON THE WEBSITE OR OTHERWISE BY VAN WAGNER. FURTHER, VAN WAGNER MAKES NO WARRANTY THAT THE WEBSITE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON OR THE NEEDS OR REQUIREMENTS SET FORTH IN ANY DOCUMENTATION. VAN WAGNER MAKES NO WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, THAT THE WEBSITE FUNCTIONS, OR MATERIALS CONTAINED THEREIN, WILL BE TIMELY, SECURE, ACCURATE, ERROR-FREE, COMPLETE, UP-TO-DATE, FREE OF VIRUSES OR UNINTERRUPTED. VAN WAGNER DOES NOT NECESSARILY ENDORSE, SUPPORT, SANCTION, ENCOURAGE OR AGREE WITH ANY MATERIALS, AND VAN WAGNER EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES IN CONNECTION WITH ANY MATERIALS. VAN WAGNER MAKES NO REPRESENTATION THAT THE WEBSITE IS APPROPRIATE OR AVAILABLE FOR USE OUTSIDE OF THE UNITED STATES. NO ORAL OR WRITTEN INFORMATION MADE AVAILABLE BY OR ON BEHALF OF VAN WAGNER SHALL CREATE ANY WARRANTY.
IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED OR STATUTORY WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
10. Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, WILL VAN WAGNER, ITS AFFILIATES, OR ANY PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE WEBSITE BE LIABLE FOR DAMAGES OR LOSSES INCLUDING WITHOUT LIMITATION DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES AND LOST PROFITS ARISING OUT OF THE TERMS OR YOUR ACCESS, USE, MISUSE, OR INABILITY TO USE THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY MATERIALS, OR ANY SITES LINKED FROM THE WEBSITE. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF VAN WAGNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE.
Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, Van Wagner’s liability in such jurisdictions shall be limited to the extent permitted by law.
Any claim against us shall be limited to the amount you paid, if any, for use of the Website.
You agree to indemnify, hold harmless, and defend Van Wagner and its affiliates and licensors and each of their respective officers, directors, managers, contractors, agents, employees, successors and assigns from and against any and all demands, claims, damages, liabilities, judgments, fines, interest, penalties, losses, costs, expenses and harms, including without limitation reasonable attorneys’ fees and fees of other professional advisers, arising out of or in connection with (i) your use of the Website, (ii) your online conduct, (iii) your violation or breach of these Terms, (iv) your failure to comply with any applicable laws or regulations, (v) your negligence, willful misconduct or violations of the intellectual property or other rights of any person, or (vi) any of your dealings or transactions with other persons resulting from use of the Website. You shall not settle any such claim without the prior written consent of Van Wagner. These obligations will survive any termination of these Terms.
12. Governing Law/Dispute Resolution
Van Wagner controls and operates the Website from its offices in the United States of America. Van Wagner does not represent that materials on the Website are appropriate or available for use in other locations. Persons who choose to access the Website from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. These Terms are governed exclusively by the laws of the State of New York and the United States. Any controversy or claim relating to these Terms or Van Wagner shall be submitted to the judicial courts located in New York County in the State of New York. You consent to the exclusive jurisdiction of those courts. You must commence any legal action against us within one (1) year after the alleged harm initially occurs. Failure to commence the action within that period shall forever bar any claims or causes of action regarding the same facts or occurrence. WHERE PERMITTED BY LAW, YOU HEREBY WAIVE YOUR RIGHTS TO A JURY TRIAL.
Integration and Severability. These Terms constitute the entire agreement between Van Wagner and you, superseding any prior or contemporaneous communications and proposals (whether oral, written or electronic) between Van Wagner and you, with respect to the subject matter and these terms. In the event any provision of these Terms is held unenforceable, it will not affect the validity or enforceability of the remaining provisions and will be replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.
No Waiver. Van Wagner’s failure to enforce any provisions of the Terms or respond to a breach by you or other parties shall not in any way waive our right to enforce subsequently any terms or conditions of the Terms or to act with respect to similar breaches.
Assignment and Binding Effects. You must not assign these Terms or any rights or obligations herein without the prior written consent of Van Wagner and any attempted assignment in contravention of this provision is null and void and of no force or effect. Van Wagner has the right to assign these Terms, and any of its rights or obligations herein. These Terms are binding upon each party and its respective successors, heirs, trustees, administrators, executors and permitted assigns.
Separate Terms and Conditions. In connection with your use of the Website, you may be asked to consent to policies or terms and conditions in addition to these Terms. Please read these supplemental policies and terms carefully before making any use of such portions of the Website. Any supplemental terms will not vary or replace these Terms regarding any use of the Website, unless otherwise expressly stated.