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Terms of Use

 

Last Updated: October 4, 2013

 

Welcome to Special Places to See!  Special Places to See Productions (“Special Places” or “we”) maintains the website, www.specialplacestosee.com (the “Site”) and provides services (collectively, such services, including any new features and applications, and the Site, the “Services”) subject to the following Terms of Use (as updated and amended from time to time, these “Terms of Use”).  This Terms of Use (together with our Privacy Policy, incorporated herein by reference, the “Agreement”) is a legal agreement between you and Special Places.  By accessing our Site, you agree to be legally bound by this Agreement.  If you do not agree, please do not access our Site or use our Services.

 

1.  General

The Site and the Services are offered and available to users who are 18 years of age and older.  By using this Site, you represent and warrant that you are of legal age to form a binding contract with Special Places and meet al of the foregoing eligibility requirements.  If you do not meet all of these requirements, you must not access or use the Site.  

 

We may occasionally modify the Terms of Use or the Privacy Policy.  All changes will be effective upon posting on the Site.  You can determine when this Agreement was last revised by referring to the “Last Updated” legend at the top of this page.  You agree to be bound by any such changes if you continue to use the Site after such changes have been posted.  We may change, restrict access to, suspend or discontinue the Site, or any portion of the Site, at any time.  

 

2.  Intellectual Property
Unless specifically noted, Special Places owns all of the trademarks, service marks and domain names displayed on the Site, whether registered or unregistered, including but not limited to, the name Special Places, our logo, our design patterns and our other graphics, specialplacestosee.com website trade dress, and other indicia of origin of Special Places products and services.  The use of our intellectual property is strictly prohibited, unless we have granted our prior written consent.  

 

The content of the Site, including text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and any other works of authorship, both individually and as they are compiled on the Site (“Content”), and software used on this Site, are the property of Special Places or third parties, and are protected by copyright and other United States and foreign intellectual property and related laws, rules and regulations. The Content includes both material owned or controlled by Special Places and material owned or controlled by third parties and licensed to Special Places.  Any use of the Content not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark and other laws.  You must abide by all copyright notices, information, or restrictions contained in or attached to any of the Content.

 

3.  License Grant and Content 

The materials, information and content made available or displayed on the Site or sent to you through the Services, and any derivative works thereof, whether made by us or you (other than User Content) are proprietary to us or our licensors.  Subject to these Terms of Use, we hereby grant you a limited, non-exclusive, non-transferable license to view, use, download and print such Content solely for your personal, informational, non-commercial and internal review and solely in accordance with these Terms of Service.  Except for User Content, you may not: (i) use Content or any part thereof to develop products or technologies similar to the products of Special Places; (ii) reproduce, republish, modify or alter Content; (iii) distribute or sell, rent, lease, license or otherwise make Content available to others; or (iv) otherwise remove any text, copyright or other proprietary notices contained in Content. Any copy of the Content or portion thereof must include all copyright notices, information, and restrictions contained in, or attached to, any of the Content, and you must abide by the foregoing notices and restrictions. We are not responsible to ensure, and disclaim any responsibility for, your ability to open, use or view the Content we provide. As between you and us, we retain all right, title and interest in and to the Content (other than Your Content), and all related intellectual property rights. We reserve all rights not granted in these Terms of Service.

 

You may not systematically retrieve data or other content from the Site to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise. You may not display any portion of the Site in a frame (or any content from the Site through in-line links) without our prior written consent, which may be requested by contacting us at info@specialplacestosee.com.  You may, however, establish ordinary links to the homepage of the Site without our written permission, and you may make use of embedded HTML “widgets” if we have provided the HTML code.

 

4.  User Content

As our customer, you may post comments to the Site, including our blog, or submit comments directly to us (“User Content”).  You understand that whether or not such User Content is published, we do not guarantee any confidentiality with respect to any User Content. 

 

You shall be solely responsible for your own User Content and the consequences of posting or publishing it.  In connection with User Content, you affirm, represent and/or warrant that you own or have the necessary licenses, rights, consents and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all of your User Content to enable use of the User Content in the manner contemplated by the Site and this Agreement. 

For clarity, you retain all of your ownership rights in your User Content.  By submitting your User Content to the Site, you hereby grant us a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sub-licenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content in connection with the Site and our business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any and all media formats and through any and all media channels. You agree that you will not submit material that is: (a) copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including without limitation privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner(s) to post the material and to grant us all of the license rights granted herein; and/or (b) contrary to applicable local, national, and international laws and regulations. 

 

Any opinions and recommendations users express on the Site are those of the persons expressing such views and not those of Special Places.  We neither endorse the content of your communications, postings or data, nor assume any responsibility for any threatening, libelous, obscene, harassing or offensive material contained in such materials or any crime facilitated by use of the Site.  You agree to hold us and our affiliates, employees and agents free of responsibility for any potentially damaging User Content posted by you.  


5.  Prohibited Use
By accessing and using the Site, you agree that you will not use the Site for any unlawful or prohibited purpose, or interfere with any other party’s use and enjoyment of the Site.  You may not attempt, through any means, to gain unauthorized access to any part of the Site or any Service, other account, computer system or network connected to our server.  The Company reserves the right, in its sole discretion, to monitor any and all use of the Site and remove any User Content at any time.

 

Without limiting the foregoing, you will not use the Site and the Services to:

(a) post or otherwise transmit any User Content that (i) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another‘s privacy, hateful racially, ethnically or otherwise objectionable; (ii) depicts or advocates the use of illicit drugs; (iii) makes use of offensive language or images; (iv) you do not have a right to transmit under any law or under contractual or fiduciary relationships; (v) poses or creates a privacy or security risk to any person; (vi) infringes any intellectual property or other proprietary rights of any party; (vii) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (viii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or (ix) in the sole judgment of Special Places, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose Special Places or its users to any harm or liability of any type;

(b) violate any applicable local, state, national, international or other law or regulation, or any order of a court, including as it concerns online conduct and acceptable content;

(c) further or promote any criminal activity or enterprise or provide instructional information about illegal activities;

(d) advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;

(e) infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;

(f) interfere with, disrupt or damage the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;

(g) use the Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;

(h) harvest or collect email addresses or other contact information of other users from the Services by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

(i) “stalk” or harass any other user of the Services or collect or store any information about any other user;

(j) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Services;

(k) register for more than one user account or register for a user account on behalf of an individual other than yourself;

(l) transfer or sell your account and/or username to another party;

(m) impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;

(n) use automated scripts to access, search collect information or otherwise interact with the Services (including without limitation robots, spiders or scripts) or use any robot, spider, other automatic device, or manual process to extract, “screen scrape,” monitor, “mine,” or copy any static or dynamic web page on the Site or the Content contained on any such web page for commercial use without our prior express written permission;

(o) provide a link to any other website;

(r) use, reproduce, duplicate, copy, sell, resell or exploit: (i) any portion of the Site or Services; (ii) your use of the Site or Services, or (iii) your access to the Site or Services, in each case for any purpose other than for which the Site or Services are being provided to you; or

(s) advocate, encourage, or assist any third party in doing any of the foregoing.

 

6. Password and Account Security

You are solely responsible for maintaining the confidentiality of your password(s) associated with any account you use to access the Services. Accordingly, you understand and agree that you are solely responsible for any and all activities that occur under your account.

You agree to (a) immediately notify us at info@specialplacestosee.com of any unauthorized use of account or any other breach of security, and (b) ensure that you log off and exit from your account at the end of each session when accessing the Services.  Special Places will not be liable for any loss or damage arising from your failure to comply with this Section 6.

 

7. Right to Modify or Discontinue Services

Special Places may, in our sole discretion and without liability to you or to any third party, with or without cause, with or without notice modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof).  If you object to any such changes, your sole recourse will be to cease access to the Site or the Services. Continued access to the Site or the Services following notice of any such changes will indicate your acknowledgement of such changes and satisfaction with the Site or Services as so modified. You agree that we, in our sole discretion, may immediately terminate your access to the Site and the Services at any time, for any reason, in our sole discretion. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE OR SERVICES.

 

8.  Errors and Inaccuracies
Our goal is to provide complete, accurate, up-to-date information on our Site.  However, it is not possible to ensure that any website is completely free of typographical mistakes, and human or technological errors.  We cannot warrant that all Content on this Site is error-free and without inaccuracy or omission, or that all information is complete or current.  We reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice.  

 

9.  Export Control

The Site is controlled and operated by Special Places from the United States.  We do not represent or warrant that the Site, or any part thereof, is appropriate or available for use in any particular jurisdiction.  Those who choose to access the Site do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations.  You also are subject to the United States export controls in connection with your use of the Site and/or products and services related thereto and are responsible for any violations of such controls, including, without limitation, any United States embargoes or other federal rules and regulations restricting exports.  We may limit the availability of the Site, in whole or in part, to any person, geographic area or jurisdiction that we choose, at any time and in our sole discretion.

 

10.  External Links

This Agreement applies only to the Site.  In using the Services, you may be exposed to content and information, for example, data, text, files, information, usernames, graphics, images, photographs, profiles, audio, video, messages, services or links, from other users or third parties (“Third-Party Content”), either at the Site or through links to third-party websites.  Because we do not review, monitor, operate or control any such Third-Party Content, you acknowledge and agree that we are not responsible for the availability of such websites and do not endorse and are not responsible or liable, directly or indirectly, for any content, advertising, products, services or other materials on or available from such websites.  We make no guarantees, representations or warranties as to, and shall have no liability for, any content delivered by any third party, including, without limitation, the accuracy or subject matter of any content, or the use of any personal information you provide to any such website.  You acknowledge and agree that use of such links is entirely at your own risk.  We may discontinue links to any other website at any time and for any reason.  


11.  Disclaimer of Warranties  

THE INFORMATION, CONTENT AND SERVICES AVAILABLE AT THE SITE ARE PROVIDED ON “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS AND, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE AND OUR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING.  YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK.  WE DO NOT WARRANT THAT THE CONTENT AND SERVICES APPEARING ON THE SITE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, WILL BE AVAILABLE FOR USE, WILL BE OF A CERTAIN QUALITY, THAT ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SITE AND THE SERVICES WILL BE COMPLETE, ACCURATE OR RELIABLE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, INCLUDING THE STORAGE SERVICES AND THEIR CONTENTS, OR THE SERVER THAT MAKES IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR THE TECHNOLOGY THAT MAKES IT AVAILABLE, ARE IMMUNE TO HACKER ACTIVITY, ELECTRONIC OR NON-ELECTRONIC TAMPERING, COMPUTER CRIME OR THEFT. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE CONTENT IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, CURRENTNESS, OR OTHERWISE.  YOU (AND NOT WE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. 

Some jurisdictions do not allow the exclusion of certain warranties.  Accordingly, some of the above exclusions may not apply to you. 

 

12.  Limitation of Liability 

IN NO EVENT SHALL WE AND OUR SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, GENERAL, SPECIAL, COMPENSATORY, EXEMPLARY, CONSEQUENTIAL AND/OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFIT, LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR OTHER INTANGIBLE LOSSES, BODILY INJURY, OR EMOTIONAL DISTRESS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE, CONTENT OR SERVICES OR WITH THE DELAY OR INABILITY TO USE THE SITE, OR FOR ANY INFORMATION, SERVICES OR PRODUCTS ADVERTISED IN OR OBTAINED THROUGH THE SITE, OUR REMOVAL OR DELETION OF ANY CONTENT OR RECORDS SUBMITTED OR POSTED ON THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF WE OR ANY OF OUR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THIS APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION OF INFORMATION THROUGH THE SITE, COMPUTER VIRUS, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY RECORD, ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY, RELIABILITY OR EXISTENCE OF ANY SERVICES, HARM TO YOU CAUSED IN WHOLE OR IN PART BY A THIRD PARTY, INCLUDING BUT NOT LIMITED TO ANOTHER USER OF THE SERVICES, HARM OR DAMAGE TO YOUR PROPERTY AS A RESULT OF USING THE SERVICES, OR YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.  YOU SPECIFICALLY AGREE THAT WE, OUR SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES WILL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OF THIS SITE.  

IN NO EVENT WILL SPECIAL PLACES’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION ARISING OUT OF THE USE OF THE SITE AND/OR THE SERVICES, EXCEED THE GREATER OF (A) THE AMOUNT YOU HAVE PAID SPECIAL PLACES IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) TEN DOLLARS ($10.00).

Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. 

 

13.  Indemnification  

You agree to defend, indemnify and hold harmless us, our shareholders, directors, officers, employees, agents and representatives, from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or accruing from (a) any misrepresentation made by you in connection with your use of the Site; (b) any non-compliance or breach by you with the terms and conditions of this Agreement; and (c) any claims brought by persons or entities other than the parties to this Agreement arising from or related to your access and use of the Site and the Services.  Special Places will control any such defense and related settlement and you will reasonably assist us therewith at your expense.

To the extent permitted under applicable laws, you hereby release Special Places from any liability related to: (a) any incorrect or inaccurate Content posted on the Site, whether caused by us or any user of the Services, or by any of the equipment or programming associated with or utilized in the Services; (b) the conduct, whether online or offline, of any meetings or experiences; (c) any injury, loss or damage caused by another user, or Content posted on the Services, whether online or offline; and (d) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, the Services.

 

14.  Minors

Our Site is not directed to people under 18.  If you have agreed to allow your minor child, or a child for whom you are legal guardian (a “Minor”), to access and use the Site, you agree that you shall be solely responsible for:  (a) the online conduct of such Minor; (b) monitoring such Minor’s access to and use of the Site; and (c) the consequences of any use of the Site by such Minor.  

 

15. No Agency

You and Special Places are independent contractors, and no agency, partnership, joint venture, employee- employer or franchiser-franchisee relationship is intended or created by these Terms of Use.

 

16.  Recordings  

Special Places may photograph and/or record users engaging in a meeting or a visit to any of the special places identified through the Services and organized by us.  Any such image, recording or video (collectively “Recording”) will be owned exclusively by Special Places.  You agree that to the extent that your name, likeness, biography and / or voice appears in any such Recording, you grant to Special Places an unrestricted, perpetual, worldwide right to use your Recording in all media now known and later developed for any purpose, including for the purpose of promoting the Site and Services.

 

17.  Miscellaneous

  • Reservation of Rights. We reserve all rights not expressly granted by this Agreement. 

  • Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law.  You hereby consent to the exclusive jurisdiction and venue of courts in New York, New York regarding any and all disputes relating to this Agreement or your use of the Site.

  • Arbitration. Any controversy, dispute or claim arising out of or relating to this Agreement or the Site shall be settled solely by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”). The arbitration shall be before a single arbitrator. Any such controversy, dispute or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any controversy, dispute or claim of any other party. The arbitration shall be conducted in the State of New York, and under the laws of the State of New York (without giving effect to conflict of law principles), and judgment on the arbitration award may be exclusively entered in any court having jurisdiction thereof within the State of New York. Nothing herein shall limit the right for us to seek any interim or preliminary equitable or injunctive relief from a court of competent jurisdiction necessary to enforce any right under this Agreement pending the completion of arbitration. Each party shall bear one-half of the costs of the arbitration, including the fees incurred through AAA. You expressly consent to and waive any objection which you may have or hereafter have to the venue or jurisdiction of any such action, suit or proceeding as set forth herein. Notwithstanding this Agreement to arbitrate, either you or we may bring an individual action in small claims court. Additionally, notwithstanding this Agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in New York, New York in order to maintain the status quo pending the arbitrator’s ruling. A request for interim measures shall not be deemed a waiver of the right to arbitrate.

  • Material Terms. You acknowledge and agree that the warranty disclaimers and liability and remedy limitations in this Agreement are material terms of this Agreement and that they have been taken into account in the decision by us to provide the Site and the Services.

  • Severability.  If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, that term or provision will be deemed modified to the extent necessary to render such term or provision enforceable, and the terms and conditions hereunder will be construed and enforced accordingly, preserving to the fullest permissible extent the intent of this Agreement. 

  • Assignment; Waiver. You may not at any time transfer, assign or delegate any of your rights, obligations or privileges hereunder; we may do so at any time.  Any assignment of the foregoing other than as provided for in this section shall be null and void.  No waiver of any provision or any right granted hereunder will be effective unless set forth in a written instrument signed by the waiving party.  No waiver by either party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default. 

  • Complete Agreement. This Agreement, including any references mentioned and incorporated herein, together with such changes as may be subsequently made by we, constitutes the complete agreement between you and us, our subsidiaries, affiliated companies, licensors, and those third parties assisting in the operation of the Site with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, written or oral. This Agreement may not be amended by the user. This Agreement supersedes any previous quotations, correspondence, or other communications, written or oral, between you and us. 

 

18. Feedback; Questions

Please contact us at info@specialplacestosee.com to report any violations of these Terms of Use or to ask any questions regarding these Terms of Use.  In the event that you provide us any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Site or the Services (collectively “Feedback”), you agree we may use the Feedback to modify our Services and that you will not be due any compensation, including any royalty related to the product or service that incorporates your Feedback. You grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback on the Site or through any other method of communication with us, unless we have entered into a separate agreement with you that provides otherwise.

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