Terms and Conditions
Tiffany Media Company / Total Market Coverage LLC (TMC2 LLC)
Terms and Conditions
1. Acceptance of Terms
2. Intellectual Property Ownership; License
The past, present and future Web Site content, including, without limitation, organization, graphics, text, images, audio, videos, designs, compilations, advertising copy, and the trademarks, logos, domain names, trade names, service marks and trade identities; any and all copyrightable material (including source and object code); and all other materials related to the Web Site, including without limitation, the “look and feel” of the Web Sites (collectively, “Content”) are protected by applicable copyrights and other proprietary (including, but not limited to, intellectual property) rights and are the property of TMC2 (d/b/a Tiffany Media Company / Total Market Coverage), its parent, its subsidiaries, affiliates, or its licensors. Except as expressly set forth in these TOU or otherwise expressly granted to you in writing by TMC2, no rights (either by implication, estoppels or otherwise) are granted to you. The copying, reproduction, rearrangement, sales, leasing, renting, distribution, redistribution, modification, downloading, exchanging, creating of derivative works, uploading, posting, transmitting, or publication by you, directly or indirectly, of the Content, including the removal or alteration of advertising, except pursuant to the express limited grant of rights hereunder, is strictly prohibited. You agree to abide by any and all additional copyright notices, information, or restrictions contained in any part of the Web Sites. Copying, archiving or storing any part of the Web Sites for a purpose that is not permitted by these TOU is expressly prohibited without prior written permission from TMC2 or the applicable copyright holder as identified on the Web Sites.
3. Description of Web Site Services
The Web Site currently provides users with access to a rich collection of online resources, all of which may be subject to change at any time. Unless explicitly stated otherwise, any new features that augment the site are subject to these TOU. In order to use the Web Site, you must obtain access to the Internet, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Internet, (e.g., personal computer, modem, cell phone, other access device, etc.)
4. Our Linking Policy
Any web site that links to the Web Site: (a) must not frame or create a browser or border environment around any of the Content of the Web Sites; (b) may link to, but not replicate, the Content; (c) must not imply that TMC2 or the Web Sites are endorsing or sponsoring it or its products, unless TMC2 has given its prior written consent; (d) must not present false information about TMC2 or its products or services; (e) must not use any TMC2 trademarks without the prior written permission from TMC2; and (f) must not contain content that could be construed as distasteful, offensive or controversial. By linking to any of the Web Sites, you agree that you do and will continue to comply with the above linking requirements. Notwithstanding anything to the contrary contained in these TOU, we reserve the right to deny permission to link to the Web Sites for any reason in our sole and absolute discretion.
5. Links To Other Web Sites
6. Acceptable Use
TMC2 LLC prohibits your use of the Web Site to:
- Upload, post, e-mail, transmit, display, distribute, promote, or otherwise make available: (i) any material that is false, unlawful, threatening, tortuous, disparaging (including disparaging of TMC2, its parent, subsidiaries or affiliates), anything that adversely affects Tiffany Media Company. This includes abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, racist, sexually explicit, ethnically or culturally offensive, indecent, or that promotes violence, racial hatred, terrorism, or illegal acts, or is otherwise objectionable in TMC2’s sole discretion; (ii) information, software, or other material that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation, copyright (including, without limitation, offering pirated computer programs or links to such programs, information used to circumvent manufacturer-installed copy-protect devices, including serial registration numbers for software programs, or any type of cracker utilities), trademark, patent, trade secret, rights of privacy or publicity or any other proprietary right; (iii) material of any kind that contains a virus, Trojan horse, time bombs, worms, spyware, bots, any automated use of the system, such as scripts, or other harmful component or restricts or inhibits any other user’s uninhibited use and enjoyment of the Web Site, interferes with or disrupts the Web Sites or servers or networks connected to the Web Site, or disobeys any requirements, procedures, policies or regulations of networks connected to the Web Site; (iv) information or material of any kind that constitutes or contains false or misleading indications of origin or statements of fact, including, without limitation, by forging any TCP/IP packet header, any part of the header information in any transmission to the Web Sites, or otherwise manipulating identifiers in order to disguise the origin of any content transmitted to the Web Site; or (v) any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” requests for money, petitions for signature, or any other form of solicitation; Encourage, promote, solicit or commit conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law or otherwise make available any material that exploits or harms any individual, corporation or other entity;
- Solicit or collect personal data including telephone numbers, addresses, last names, or email addresses, about other users.
- Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- Disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Web Sites are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges;
- Stalk, abuse, sexually exploit, violently exploit, act violently toward or otherwise harass another user;
- Use or attempt to use another’s information, account, password, service or system except as expressly permitted;
You represent, warrant and agree that you will comply with the above acceptable use policy.
7. User Accounts, Additional Terms, and End User License Agreements
If you choose to provide information to the Web Site, you agree to provide only true, accurate, current and complete information. If you create a user account, you agree to accept responsibility for all activities that occur under your account or password, if any, and agree you will not sell, transfer or assign your user account. You are responsible for maintaining the confidentiality of your password, if any, and for restricting access to your computer, cell phone (or other internet access device, as applicable) so that others may not access any password-protected portion of the Web Sites using your name, user name or password in whole or in part.
The Web Sites may contain or offer sweepstakes, contests or other promotions, which may be governed by a separate set of rules that describe the sweepstakes, contest or promotion and may have eligibility requirements, such as certain age or geographic area restrictions. It is your responsibility to read those rules to determine whether or not your participation, registration or entry will be valid or restricted, and to determine the sponsor’s requirements of you in connection with the applicable sweepstakes, contest or promotion.
Any software that we make available for download or use from the Web Sites and/or our servers (the “Software”) is the copyrighted work of TMC2 or its licensors or suppliers. Your use of the Software may be governed by the terms of an end user license agreement that accompanies or is included with the Software (the “License Agreement”). Please carefully read the License Agreement and Paragraph 7 above to determine the full extent of conditions governing the use of such Software. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT APPLICABLE TO SUCH SOFTWARE.
10. Copyrights and Copyright Agents
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide TMC2’s copyright agent the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. � 512: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact the complaining party; (e) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
TMC2 may terminate the account of users who (in our reasonable discretion) are repeat infringers.
11. Third Party Content and Information
The Web Site contains Content that is provided for your convenience and enjoyment. Third parties provide some of the Content. You should be aware that the Content might contain errors, omissions, inaccuracies, outdated information, and inadequacies and that the Content may be subject to terms and conditions, which may be found on the Web Site or in the documents and policies of third parties. We make no representations or warranties as to the completeness, accuracy, adequacy, currency or reliability of any Content and will not be liable for any lack of the foregoing. Third party advertisers may offer goods, services and other materials to you on the Web Sites. Your correspondence and business dealings with others found on or through the Web Site including, without limitation, the payment and delivery of products and services, and any terms, conditions, warranties and representations associated with such dealings, are solely between you and the advertiser. You agree that TMC2 will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or the offering of such products, services, and other Content on the Web Site. Under certain circumstances, we may permit third party users to upload content, in which event you may be exposed to offensive, indecent or objectionable content.
Descriptions of, or references to, products, services or publications within the Web Site do not imply endorsement of that product, service or publication.
12. Information You Submit
From time to time, the Web Site may contain functionality through which you can upload or otherwise submit information, data, software, messages, photographs, audio, video, text and other materials to the Web Site (“Your Upload Information”). For example, the Web Site may offer forums, bulletin boards, wiki, chat rooms or other interactive areas. TMC2, its parent, subsidiaries or affiliates or the directors, officers, employees, or other representatives of each of them do not endorse the content posted in User Forums. TMC2 reserves the right, but is not obligated, to delete, move or edit Your Upload Information, in whole or in part, submitted by you to a User Forum for any reason in their sole discretion. TMC2 reserves the right to suspend or terminate your access to the Web Site and pursue all legal remedies if we believe your Upload Information infringes another’s copyright or otherwise violates any law, rule or regulation. You acknowledge and agree that you are prohibited from accepting payment for Your Upload Information, including, without limitation, accepting payment for the inclusion of a logo, brand or other commercial content, in Your Upload Information.
All of Your Upload Information is your sole responsibility. This means that you, and not TMC2, are entirely responsible for all of Your Upload Information that you upload, post, e-mail, transmit or otherwise make available via the Web Sites. If you post personal information in User Forums or on other publicly available areas of the Web Sites then you may receive unsolicited messages from third parties. TMC2 cannot ensure the security of any information you post on publicly available areas of the Web Sites. Under no circumstances will we be liable in any way for any of Your Upload Information including, but not limited to, any errors or omissions in Your Upload Information, or for any loss or damage of any kind incurred as a result of Your Upload Information. You represent that Your Upload Information is an original work by you or you have all necessary rights in it and to submit it to TMC2 under the terms of these TOU; that it is not defamatory; and that it does not infringe upon, misappropriate or violate the rights of any third parties, including, without limitation, any intellectual property rights, rights of publicity or privacy or any other proprietary rights or otherwise violate any law, rule, or regulation. You further agree that you are solely liable for any and all costs, claims, demands, investigations, liabilities, losses, damages, judgments, settlements, costs and expenses, including attorneys’ fees, connected to or arising from your breach of any representation or warranty, or other violation of the terms of the TOU or any User Agreement.
You acknowledge that the Web Site, through TMC2, its parent, subsidiaries, affiliates, and partners undertakes no obligation to pre-screen Your Upload Information, but that it has the right, in its sole discretion to modify, transmit over various networks, refuse, move, block access to or remove any of Your Upload Information. You agree that you must evaluate, and bear all risks associated with, the use of any of Your Upload Information including, but not limited to, any reliance on the accuracy, completeness, or usefulness of Your Upload Information. Since TMC2, its parent, subsidiaries, affiliates, and partners may not pre-screen user generated content, you may bear legal responsibility for others’ exposure to any offensive indecent or objectionable content in Your Upload Information.
13. Disclaimer of Warranties
THE WEB SITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, SOFTWARE, AND FUNCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH OR SENT FROM THE WEB SITE, ARE PROVIDED “AS IS,” “AS AVAILABLE, ” AND “WITH ALL FAULTS.” TO THE FULLEST EXTENT PERMISSIBLE BY LAW, TMC2 AND ITS PARENTS, SUBSIDIARIES AND AFFILIATES MAKE NO REPRESENTATION OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) ABOUT: (A) THE WEB SITES; (B) THE CONTENT AND SOFTWARE ON AND PROVIDED THROUGH THE WEB SITES; (C) THE FUNCTIONS MADE ACCESSIBLE ON OR ACCESSED THROUGH THE WEB SITES; (D) THE MESSAGES AND INFORMATION SENT FROM THE WEB SITES BY USERS; (E) ANY PRODUCTS OR SERVICES OFFERED VIA THE WEB SITES OR HYPERTEXT LINKS TO THIRD PARTIES; AND/OR (F) SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE WEB SITES OR ANY LINKED SITE. TMC2 DOES NOT WARRANT THAT THE WEB SITES, ANY OF THE WEB SITES’ FUNCTIONS OR ANY CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE WEB SITES OR THE SERVERS THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
TMC2 DOES NOT WARRANT THAT YOUR ACTIVITIES OR USE OF THE WEB SITES IS LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, TMC2 SPECIFICALLY DISCLAIMS SUCH WARRANTIES. YOU UNDERSTAND THAT BY USING ANY OF THE FEATURES OF THE WEB SITES, YOU ACT AT YOUR OWN RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE WEB SITES OR THE CONTENT. FURTHER, TMC2 AND ITS SUBSIDIARIES AND AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE.
TMC2, ITS PARENT, SUBSIDIARIES OR AFFILIATES OR THE DIRECTORS, OFFICERS, EMPLOYEES, OR OTHER REPRESENTATIVES OF EACH OF THEM SHALL NOT BE LIABLE FOR THE USE OF THE WEB SITES INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO THIS AGREEMENT.
14. Disclaimers/Limitation of Liability
YOU UNDERSTAND AND AGREE THAT TMC2 LIMITS ITS LIABILITY IN CONNECTION WITH YOUR USE OF THE WEB SITES AS SET FORTH BELOW:
UNDER NO CIRCUMSTANCES SHALL TMC2, ITS PARENT, SUBSIDIARIES, OR AFFILIATES OR THE DIRECTORS, OFFICERS, EMPLOYEES, OR OTHER REPRESENTATIVES OF EACH OF THEM (COLLECTIVELY, THE “TMC2 ENTITIES AND INDIVIDUALS”) BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, ECONOMIC, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO (1) THE WEB SITES, THE CONTENT, OR YOUR UPLOAD INFORMATION; (2) THE USE OF, INABILITY TO USE, OR PERFORMANCE OF THE WEB SITES; (3) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY TMC2 OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE WEB SITES OR CONTENT;(4) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OWNERS; (5) ANY ERRORS OR OMISSIONS IN THE WEB SITES’ TETMCICAL OPERATION, EVEN IF FORESEEABLE OR EVEN IF THE TMC2 ENTITIES AND INDIVIDUALS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE WEB SITES). IN NO EVENT WILL THE TMC2 ENTITIES AND INDIVIDUALS BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TMC2 ENTITIES AND INDIVIDUALS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS ($100).
THE TMC2 ENTITIES AND INDIVIDUALS ARE NOT RESPONSIBLE FOR ANY DAMAGE TO ANY USER’S COMPUTER, MODEM, CELL PHONE, HARDWARE, SOFTWARE, OR OTHER EQUIPMENT OR TETMCOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TETMCICAL OR OTHER MALFUNCTION.
YOUR ACCESS TO AND USE OF THIS WEB SITE IS AT YOUR RISK. IF YOU ARE DISSATISFIED WITH THE WEB SITE OR ANY OF THE CONTENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE WEB SITE OR THE CONTENT.
YOU RECOGNIZE AND CONFIRM THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF TMC2’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, PROGRAM, TELEVISION SHOW, MOTION PICTURE OR OTHER AUDIO/VISUAL CONTENT OWNED OR CONTROLLED BY TMC2 AND/OR ITS PARENTS, SUBSIDIARIES, AND/OR AFFILIATES OR YOUR UPLOAD INFORMATION, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY TMC2 WEB SITE, PROPERTY, PRODUCT, PROGRAM, TELEVISION SHOW, MOTION PICTURE OR OTHER AUDIO/VISUAL CONTENT OR YOUR UPLOAD INFORMATION OR ANY AND ALL ACTIVITIES OR ACTIONS RELATED THERETO.
BY ACCESSING ANY OF THE WEB SITES, I UNDERSTAND THAT I MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “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.”
You agree to defend, indemnify and hold harmless the TMC2 Entities And Individuals with respect to any and all costs, claims, demands, investigations, liabilities, losses, damages, judgments, settlements, costs and expenses, including attorneys’ fees arising out of or in connection with this TOU, including, without limitation: (a) your use of the Web Sites; (b) your violation of these TOU or any law, rule or regulation; (c) your use of the Content; or (d) any of Your Upload Information. You will cooperate as fully and reasonably as required by TMC2 in the defense of any claim. Notwithstanding the foregoing, TMC2 retains the exclusive right to settle, compromise and pay any and all claims, demands, proceedings, suits, actions or causes of actions which are brought against TMC2 herein under the terms and provisions of this Section 15 and in no event shall you settle any such claim without TMC2’s prior written approval.
16. Governing Law
THESE TOU AND THE INTERPRETATION OF THESE TOU SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAWS RULES AND SPECIFICALLY WILL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.
17. Jurisdiction and Venue
You waive all rights to trial by jury in any action or proceeding instituted in connection with these TOU and/or the Web Site. Any controversy or claim arising out of or relating to these TOU and/or the Web Site shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party.
You are solely responsible for compliance with applicable laws, rules, and regulations in connection with your use of the Web Site and the Content, including, without limitation, those governing your transmission or use of any software or data. These TOU and any applicable end user license or similar agreements contain the sole and entire agreement between the parties with respect to the Web Site, the Content and Your Upload Information and supersedes any and all other prior written or oral agreements between them. The section titles in these TOU are for your convenience only and do not have any legal or contractual effect. You agree that these TOU will not be construed against TMC2 by virtue of having drafted these TOU. If any provision of these TOU shall be held invalid or unenforceable by any court of competent jurisdiction or as a result of future legislative action, such holding or action shall be strictly construed and shall not affect the validity or effect of any other provision of these TOU. No waiver on the part of TMC2 of any of these TOU will be of any force or effect unless made in writing and signed by a duly authorized officer of TMC2.
You understand and agree that TMC2 will determine your compliance with these TOU in its sole discretion. TMC2 reserves the right to deny access to all or part of the Web Sites and to deny access to any person in its sole discretion without notice or liability of any kind. Any violation of these TOU may be referred to law enforcement authorities. Upon termination of your user account or access to the Web Site, or upon demand by TMC2, you must destroy all materials obtained from this Web Site and all related documentation.