Terms of Use
Effective Date: July 19, 2024
- Modifications
- Privacy Policy; Additional Terms
- Restrictions
- Web Site Intellectual Property Ownership
- Copyrights and Other Intellectual Property and Related Complaints
- License
- Links
- Information You Submit
- Use of Advertising Templates on the Web Sites and Custom Advertisements
- MyOUTFRONTMedia.com
- Payment Obligation and Payment Authorization
- Viral Distribution
- Third Party Content and Information
- Your Conduct on our Web Sites
- Software
- Acceptable Use
- Termination
- Indemnification
- Disclaimers
- Limitation of Liability
- Governing Law, Venue and Jurisdiction
- Authority
- Arbitration
- Miscellaneous
- Modifications
We may modify these TOU at any time without notice to you by posting revised TOU on our Web Sites
and such
modification will be effective upon posting by Company on the Web Sites. Your continued use of
our Web Sites
after OUTFRONT Media posts a revised TOU constitutes your binding acceptance of these TOU,
including any
modifications that we make. It is therefore important that you review these TOU regularly to
ensure you are
updated as to any changes.
- Privacy Policy; Additional Terms
Our
Privacy
Policy
(“Privacy Policy”) describes our practices concerning data that you provide or that we collect
about you
through the Websites or the Services, and you consent to our use of data in compliance with the
Privacy
Policy. Our Privacy Policy is available on the home page of the Web Sites or by following the
link
above.Some of the Services may be subject to additional terms that might be posted online at the
time you
attempt to utilize a particular Service (“Additional Terms”) and/or offline advertising media
purchase
agreements (the "Advertising Agreements"). Your use of those Services is subject to
those
Additional Terms and Advertising Agreements, which are incorporated into these TOU by reference.
In the
event of an inconsistency between these TOU and any Additional Terms and/or Advertising
Agreements, the
provisions of the Additional Terms and/or Advertising Agreements take precedence and control. In
the event
of an inconsistency between any Additional Terms and any Advertising Agreement, the provisions
of the
Advertising Agreement shall take precedence and control. For example, existing OUTFRONT Media
customers
visiting the Web Sites and prospective OUTFRONT Media customers working with OUTFRONT Media
sales executives
may be invited to register for an account on “MyOUTFRONTMedia”, a secure, password protected
interactive
forum and advertising sales environment where customers may among other things, review invoices
and make
payment on existing accounts. Each payment made will be subject to (i) Additional Terms posted
online that
you will have the option to agree to at the time of your payment, and (ii) the terms and
conditions set
forth in any Advertising Agreement entered into offline. Further, the Web Sites may contain or
offer
sweepstakes, contests or other promotions, which may be governed by a separate set of rules. 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.
- Restrictions
- Restrict, suspend, or terminate your access to all or any part of our Services
- Change, suspend, or discontinue all or any part of our Services
- Refuse, move, or remove any material that you submit to our Web Sites for any reason
- Refuse, move, or remove any content that is available on our Web Sites
- Deactivate or delete your accounts and all related information and files in your account
- Establish general practices and limits concerning use of our Web Sites.
We have the right, but not the obligation, to take any of the following actions, in our sole
discretion at
any time, and for any reason without giving you any prior notice:
You agree that we will not be liable to you or any third party for taking any of these actions.
- Web Site Intellectual Property Ownership
The past, present and future content on the Web Sites, including, without limitation,
organization,
graphics, text, images, audio, videos, ringtones, voice tones, wallpapers, games, contests,
voting,
technology, applications, Templates (defined below), artwork, information, data, 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 Sites, including, without limitation, the "look and feel" of the Web Sites
(collectively,
"Content"), are protected by applicable U.S. copyright laws, international conventions, other
applicable
copyright laws and other proprietary (including, but not limited to, intellectual property)
rights and are
owned or controlled by OUTFRONT Media, its subsidiaries, affiliates or its licensors. Except as
expressly
set forth in these TOU or otherwise expressly granted to you in writing by OUTFRONT Media, no
rights (either
by implication, estoppel or otherwise) are granted to you. Any and all rights to use any Content
not
expressly granted to you under this TOU are hereby reserved for OUTFRONT Media and/or its
subsidiaries,
affiliates or its licensors. Nothing contained in this TOU will affect, impair, or limit in any
way OUTFRONT
Media's rights to exploit fully any or all of the Content. The copying, reproduction,
alteration,
rearrangement, sale, 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 Content, advertising or
promotional
materials, 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 (including the Content) or as OUTFRONT Media may impose from time to time.
Moreover,
you agree that you will not remove any proprietary notices or labels contained in or on the
Content.
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 OUTFRONT Media, or the applicable
copyright holder
as identified on the Web Sites. You acknowledge and agree that you will not, directly or
indirectly,
contest, challenge, aid or abet in contesting or challenging the validity or ownership of the
Content or
take any action whatsoever in derogation of OUTFRONT Media's rights therein, or in breach of,
any terms and
conditions contained in this TOU. You acknowledge and agree that you will not acquire or claim
any rights in
the Content, or aid or abet anyone else in doing so. Nothing in this TOU will be interpreted to
grant you,
any right or license to enter into sublicenses or redistribution agreements with respect to any
portion of
the Content or to otherwise rent, sell, lease, loan, transfer, assign, broadcast, upload to any
computer or
wireless device, sublicense, distribute or allow access to the Content. You agree that you will
not charge
any person or entity to view, listen, play or otherwise access any Content, or disseminate any
Content in
any manner to the public (for free or for a fee). The terms of this paragraph do not apply to
information
you submit to the Web Site in connection with any Services or User Upload Information addressed
in Section 8
below.
- Copyrights and Other Intellectual Property and Related Complaints
You may not use the Web Sites for any purpose or in any manner that infringes the rights of any
third party.
OUTFRONT Media encourages users to report any content on its Web Sites that a user believes
infringes his or
her rights. Only the intellectual property rights owner or person authorized to act on behalf of
the owner
can report potentially infringing content. If you have a good faith belief that content on one
of OUTFRONT
Media's Web Sites infringes your copyright, trademark, or other intellectual property rights,
please follow
the procedures set forth below.
Copyrights and Copyright Agent
In accordance with the Digital Millennium Copyright Act of 1998 (the “DMCA”), OUTFRONT Media has
a
designated
agent for receiving notices of copyright infringement and OUTFRONT Media follows the notice and
take
down
procedures of the DMCA. If you believe that your work has been copied in a way that constitutes
copyright
infringement, please provide OUTFRONT Media's copyright agent the following information required
by
the Online
Copyright Infringement Liability Limitation Act of the DMCA, 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. OUTFRONT Media's copyright agent for notice of claims of copyright
infringement on
or regarding the Web Sites can be reached as follows:
By mail:
Attn: General Counsel
OUTFRONT Media Inc.
90 Park Ave
New York, NY
10016
By
e-mail: privacy@outfront.com
NOTE: This contact information is for inquiries regarding potential
copyright
infringement
only. For inquiries regarding content that you believe may otherwise violate your rights, please
see
below.
Other Intellectual Property and Related Complaints
If you believe that any of OUTFRONT Media's Web Sites contain content that violate your rights
other
than
copyrights, please provide OUTFRONT Media at least the following information: (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 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;
(c)
an
explanation of what rights you own/have and why you believe the content infringes your rights
sufficient for us
to evaluate your complaint; and (d) accurate contact information for you. Please send your
complaint
regarding
content on one of OUTFRONT Media's Web Sites to:
By mail:
Attn: General Counsel
OUTFRONT Media Americas Inc.
90 Park Ave
New
York, NY
10016
By e-mail:
privacy@outfront.com
NOTE: This contact information is only for inquiries regarding content that you believe may be infringing.
Other Important Information Regarding Potential Copyright Infringement or other Content Complaints
We have a policy of terminating the accounts of users who (in our reasonable discretion) are repeat infringers.
It is often difficult to determine if your intellectual property rights have been
violated or if
the DMCA requirements have been met. We may request additional information before we
remove any
infringing material. If a dispute develops as to the correct owner of the rights in
question, we
reserve the right to remove your content along with that of the alleged infringer
pending
resolution of the matter.
OUTFRONT Media will provide you with notice if your materials have been removed based on a third-party complaint of alleged infringement of the third party’s intellectual property rights. As a regular part of our business, OUTFRONT Media may display advertisements and product listings from a wide variety of companies. We encourage the owners of intellectual property rights who believe their rights are being infringed by a company who advertises or lists its products on our site to resolve their disputes directly with that company. OUTFRONT Media is not in a position to arbitrate disputes between users or the owners of intellectual property rights and companies who advertise or list their products on our Web Sites. As a courtesy to owners of intellectual property rights, we may perform a limited investigation of reasonable complaints. However, we provide no guarantee that we will remove the allegedly infringing materials from our Web Sites.
- License
You may only view, use, download, reformat and Content for your revocable,
non-commercial
personal use, subject to these TOU. Except for the limited license provided to
you, if you
desire to use any of Content for any commercial or other purposes, you must
obtain our prior
written permission and the use of such Content is subject to: (i) these TOU,
(ii) any
Additional Terms that may govern the Content that are posted on the Web Site,
and (iii) any
requirements we make you aware of when we provide you permission to use our
Content.
- Links
You may link from another site to OUTFRONT Media's Content, subject to the
following
restrictions: any web site that links to the Web Sites: (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 OUTFRONT Media or the
Web Sites are
endorsing, sponsoring or partnering with it or its products, unless OUTFRONT
Media has given
its prior written consent; (d) must not present false information about OUTFRONT
Media or
its products or services; (e) must not use any OUTFRONT Media trademarks without
the prior
written permission from OUTFRONT Media; and (f) must not contain content that
could be
construed as distasteful, offensive or controversial. We reserve the right to
deny
permission to link to the Web Sites for any reason in our sole and absolute
discretion. By
linking to any of the Web Sites, you agree that you do and will continue to
comply with the
above linking requirements. We may provide third party content or link to third
party
websites on the Services. We do not necessarily endorse or evaluate third party
content and
websites, and we do not assume responsibility for third parties’ actions or
omissions. You
should review third parties’ terms of use and privacy policies before you use
their
services.
- Information You Submit
From time to time, the Web Sites may contain functionality through which you can
upload or
otherwise submit information, data, software, messages, photographs, artwork,
proposals,
invoices, audio, video, text and other materials to the Web Sites ("User
Upload
Information"). For purposes of clarity, the definition of "User Upload
Information" specifically excludes Custom Advertisements (defined below)
and Your
Contribution to Custom Advertisements (defined below) which shall be governed by
the
provisions set forth in Section 9 hereof. For example, the Web Sites may offer
forums,
bulletin boards, chat rooms or other interactive areas ("Community User
Forums").
You must read and follow the posted Community User Forum rules, if any, at the
top of the
forums in which you post. OUTFRONT Media, its subsidiaries, affiliates or the
directors,
officers, employees, or other representatives of each of them do not endorse the
content
posted in Community User Forums. OUTFRONT Media reserves the right to suspend or
terminate
your access to the Web Sites and pursue all legal remedies if we believe your
User Upload
Information infringes another's copyright or otherwise violates any law, rule or
regulation.
Except as expressly allowed by OUTFRONT Media in writing, you acknowledge and
agree that you
are prohibited from accepting payment for User Upload Information, including,
without
limitation, accepting payment for the inclusion of a logo, brand or other
commercial
content, in User Upload Information. You agree to use Community User Forums only
to send and
receive messages and material that are proper and related to that particular
Community User
Forum.
Except as otherwise provided in the Privacy Policy or elsewhere in these TOU or
any other
agreement (including but not limited to Advertising Agreements) or Additional
Terms posted
on the Web Sites when you provide User Upload Information, User Upload
Information will be
treated as non-confidential and non-proprietary and we will not be liable for
any use or
disclosure to anyone, including, but not limited to, claimed intellectual
property owners.
We do not guarantee that User Upload Information will be private, except as may
be provided
in the Privacy Policy, even if the User Upload Information is in a
password-protected area.
Accordingly, you should not provide User Upload Information that you want
protected from
others. Notwithstanding the foregoing, subject at all times to the terms of our
Privacy
Policy, User Uploaded Information uploaded or submitted through your account
within the
password protected MyOUTFRONTMedia.com environment shall only be accessible
online by you,
anyone that you grant access to your MyOUTFRONTMedia.com account and OUTFRONT
Media account
representatives and employees and not by public visitors to the Web Sites.
Additionally, the
Websites might contain private user forums (as opposed to Community User
Forums), the
content of which shall only be accessible online by you, anyone that you grant
access to
your account and OUTFRONT Media account representatives and employees and not by
public
visitors to the Web Sites.
When you upload User Upload Information via the Web Sites, you irrevocably grant
to OUTFRONT
Media, its subsidiaries, affiliates, and partners a non-exclusive, worldwide,
royalty-free
license containing, without limitation, all right, title and interest in User
Upload
Information, including, without limitation, all patents, trademarks, service
marks, trade
names, trade identities, copyrights, trade secrets, logos, domain names,
know-how, source
code and object code, mask-work rights, inventions, moral rights, author's
rights,
algorithms, rights in packaging, goodwill and other intellectual property and
proprietary
rights whatsoever in User Upload Information. You further agree that OUTFRONT
Media, its
parent, subsidiaries, affiliates, and partners and the directors, officers,
employees,
licensees and other representatives of each of them, will have the unlimited
right
everywhere, and forever, without any credit or compensation to you, to use,
reuse, modify,
alter, display, archive, publish, sub-license, perform, reproduce, make
available for
download, disclose, transmit, broadcast, post, sell, translate, create
derivative works of,
distribute and use for advertising, marketing, publicity and promotional
purposes, any User
Upload Information or portions of User Upload Information, and your name, voice,
likeness
and other identifying information, in any form, media, software or technology of
any kind
now known or developed in the future for any purposes whatsoever, including,
without
limitation, developing, manufacturing and marketing products using such User
Upload
Information. You hereby waive any moral rights you may have in and to any User
Upload
Information, even if such material is altered or changed in a manner not
agreeable to you.
You agree and understand that OUTFRONT Media, its, subsidiaries, affiliates and
partners are
not obligated to use User Upload Information submitted through the Web Sites or
otherwise,
and may alternatively choose to discard, and limit or block access to User
Uploaded
Information without any liability whatsoever.
All User Upload Information is your sole responsibility. This means that you, and
not
OUTFRONT Media, are entirely responsible for all User Upload Information that
you upload,
post, e-mail, transmit or otherwise make available via the Web Sites. If you
post personal
information in Community User Forums or on other publicly available areas of the
Web Sites,
then you may receive unsolicited messages from third parties. OUTFRONT Media
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 User Upload Information,
including,
but not limited to, any errors or omissions in User Upload Information, or for
any loss or
damage of any kind incurred as a result of User Upload Information. You
represent that User
Upload Information is an original work by you or you have all necessary rights
in it and to
submit it to OUTFRONT Media 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. You acknowledge that the
Web Sites,
through OUTFRONT Media, its subsidiaries, affiliates, and partners undertakes no
obligation
to pre-screen User Upload Information, but that it has the right, in its sole
discretion to
modify, delete, edit, distribute, refuse, move, block access to or remove any
User Upload
Information. You agree that you must evaluate, and bear all risks associated
with, the use
of any of User Upload Information, including, but not limited to, any reliance
on the
accuracy, completeness, or usefulness of User Upload Information. Since OUTFRONT
Media, its
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 User Upload Information.
- Use of Advertising Templates on the Web Sites and Custom Advertisements
- OUTFRONT Media owns the Templates and retains all rights in the Templates. The license OUTFRONT Media grants you to use the Templates in connection with Custom Advertisements is limited to the Templates specifically made available by OUTFRONT Media for use in connection with Custom Advertisements, and may be revoked by OUTFRONT Media at any time without liability to you
- The license to use the Templates in connection with Custom Advertisements is solely for the purpose of allowing you to manipulate the Templates or combine the Templates with Your Contribution to Custom Advertisements
- Your use of the Templates and Custom Advertisements is subject to these TOU and any additional terms and conditions as OUTFRONT Media may from time-to-time notify you of in these TOU, any Additional Terms, and the terms set forth in any related Advertising Agreement.
- You retain whatever prior rights you had in Your Contribution to Custom Advertisements and retain the right to use Your Contribution to Custom Advertisements in works entirely unrelated to Custom Advertisements and entirely unrelated to derivative works of Custom Advertisements.
- You will not make any use of or license, distribute, reproduce, or otherwise exploit any part of the Custom Advertisements (except Your Contributions to Custom Advertisements), without our express written permission.
OUTFRONT Media may provide certain functionality on the Web Sites that allows you to manipulate Content, including, but not limited to, certain templates (each a "Template and collectively, the "Templates") provided on the Web Sites, which may be used by you for the creation, development and submission of custom advertisements ("Custom Advertisements") by allowing you to combine your own content ("Your Contribution to Custom Advertisements") with the Templates or otherwise customize the Templates to create Custom Advertisements. The Templates are considered Content, are owned by OUTFRONT Media, and are subject to the provisions in Section 4 above. Any Custom Advertisements you develop are subject to the provisions set forth below and any additional agreements you enter into with OUTFRONT Media regarding the Custom Advertisements. Please note that except as set forth in these TOU, you cannot copy, download, print, create derivatives of, or utilize in any way any of the Templates or other materials on the Web Sites without our express prior written permission.
The Web Sites permit you to use the Templates in conjunction with the
creation,
development, submissions and purchase of advertising from OUTFRONT Media.
When you
purchase advertising from us, the purchase will be subject to the terms of
an
Advertising Agreement that we enter into with you, which will be an offline
document.
Any such Advertising Agreement is incorporated herein by this reference. As
further
described in Section 4, the Templates are owned by us and will continue to
be owned by
us during and after your use. This includes any modifications to a Template
that we make
or authorize you to make, whether personalized or otherwise. All of Your
Contribution to
Custom Advertisements is your sole responsibility and you, and not OUTFRONT
Media, are
entirely responsible for all of the content you provide in Your Contribution
to Custom
Advertisements. It is your responsibility to check the correctness of each
Custom
Advertisement before submitting it to OUTFRONT Media. Under no circumstances
will we be
liable in any way for Your Contribution to Custom Advertisements, including,
but not
limited to, any errors or omissions in Your Contribution to Custom
Advertisements, or
for any loss or damage of any kind incurred as a result of Your Contribution
to Custom
Advertisements. You represent and warrant that Your Contribution to Custom
Advertisements is original work by you or you have all necessary rights in
it and to
submit it to OUTFRONT Media 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
other user agreement posted on the Web Sites. Use of all Templates and
materials must be
consistent with and are subject to any Additional Terms that are provided at
the time
you purchase any advertising, including, but not limited to, as specifically
set forth
in any Advertising Agreement.
During the period that your Custom Advertisement(s) is/are featured on our advertising media, we may allow you, with our express prior written permission, the exclusive use of the specific Template(s) that you selected only within the general geographic area of your purchase. For purposes of certainty, even if we grant you the exclusive use of a Template while your advertising purchase is in effect, we may allow someone in another geographic area to use it. Of course, once the term of your Advertising Agreement with us has ended, we can allow others, even in your geographic area, to use, and request modifications to, the Template. Whether or not you purchase any advertising media from us, you cannot, without our express prior written consent, use the Templates in any advertising media not purchased from us.
Your use of the Templates and your creation of any Custom Advertisements is
subject to
the following terms and conditions:
- MYOUTFRONTMedia.com
MYOUTFRONT Media is a private, password protected interactive advertising sales
environment.
You will be able to participate in
MYOUTFRONT Media by either self-registering or by receiving an invitation to join
from a
OUTFRONT Media account representative. Users will receive individual logins and
passwords to
gain access to their MYOUTFRONT Media accounts where they can view and manage
personal
account information. Your participation in MYOUTFRONT Media shall at all times be
subject to
the terms of our Privacy Policy, the terms of these TOU, any Additional Terms,
and the terms
set forth in any related Advertising Agreement.
- Payment Obligation and Credit Card Authorization
When online payment of invoices for advertising services purchased pursuant to
an
Advertising Agreement is offered through the Web Sites, you will be prompted to
authorize us
to charge the credit card account or checking account that you provide. You will
be given
the opportunity to choose from three (3) payment options: (1) on demand
payments, (2)
automatic recurring payments, and (3) payments in advance.
Once payments have been charged to your credit card or checking account, they
are
nonrefundable except in accordance with the terms of the Advertising Agreement.
You will
also be responsible for paying any authorized payments charged to your credit
card or
checking account by someone who uses your credit card or authorizes a debit from
your
checking account without your permission, even if your credit card company or
bank does not
cover such costs.
If we do not receive payment from your bank (with respect to ACH CCD payment) or
from your
credit card issuer or its agent (with respect to credit card payment), you agree
to pay all
amounts due upon our demand in accordance with the terms of the Advertising
Agreement. Your
credit card issuer agreement governs your use of your designated credit card in
connection
with payment, and you must refer to that agreement and not these TOU to
determine your
rights and liabilities as a cardholder. ACH CCD payments shall be governed by
the Operating
Rules of the National Automated Clearing House Association (“NACHA”).
- Viral Distribution
By express written direction on the Web Sites, the OUTFRONT Media may grant you
the limited,
revocable permission to engage in Viral Distribution as may from time to time be
made
available on the Web Sites for such purpose. "Viral Distribution"
means these
personal uses only and only if there is express written permission on the Web
Sites to do
so: (a) sending Content or other material such as Custom Advertisements to
friends or
acquaintances at no charge by e-mail or other forms of digital delivery; or (b)
reproducing
copies of Content for personal use. If expressly permitted on the Web Sites, you
may engage
in Viral Distribution pursuant to these TOU, but you will not make any use of or
license,
distribute, reproduce, or otherwise exploit any part of the Content or Custom
Advertisements
without our express written permission.
- Third Party Content and Information
The Web Sites contain 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 that may be found on the Web Sites 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 parties 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 Sites, 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
OUTFRONT Media 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 Sites. 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. We have the right, but not the obligation, to remove any content that
may, in our
sole discretion, violate these TOU or that is otherwise objectionable.
Descriptions of, or
references to, products, services or publications within the Web Sites do not
imply
endorsement of that product, service or publication by OUTFRONT Media.
- Your Conduct on our Web Sites
If we request registration information from you, you will provide us with 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 will promptly
update your
registration to keep it accurate, current, and complete. If we issue you a
password, you may
not reveal it to anyone else. You may not use anyone else's password. You are
responsible
for maintaining the confidentiality of your accounts and passwords. You agree to
immediately
notify us of any unauthorized use of your passwords or accounts or any other
breach of
security. You also agree to exit from your accounts at the end of each session.
We will not
be responsible for any loss or damage that may result if you fail to comply with
these
requirements.
- Software
The technology and the software underlying our Web Sites and the Services
(including any
software that we make available for download or use from the Web Sites and/or
our servers)
(the "Software") is the property of OUTFRONT Media, our affiliates, our
partners, or
independent 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 these TOU to
determine the full
extent of conditions governing the use of such Software. Except if expressly
permitted by
the License Agreement, you agree not to copy, modify, rent, lease, loan, sell,
assign,
distribute, reverse engineer, grant a security interest in, or otherwise
transfer any right
to the technology or Software underlying our Web Sites or the Services. You
agree not to
modify the Software underlying our Web Sites or the Services, in any manner or
form or to
use modified versions of such Software, including (without limitation) for the
purpose of
obtaining unauthorized access to our Web Sites.
- Acceptable Use
- Defame, abuse, harass, stalk, threaten, or otherwise violate the legal right of others.
- Publish, post, upload, e-mail, distribute, display, promote, disseminate or otherwise make available (collectively, "Transmit") any material that is inappropriate, profane, vulgar, libelous, defamatory, obscene, indecent, unlawful content, offensive, pornographic, profane, racist, sexually explicit, ethnically or culturally offensive, indecent, false, unlawful, threatening, tortious, disparaging (including disparaging of OUTFRONT Media, its subsidiaries or affiliates), anything that adversely affects OUTFRONT Media's business, such as discouraging any person or entity from advertising with, linking to or supplying OUTFRONT Media, or that promotes violence, racial hatred or terrorism, or is otherwise objectionable in OUTFRONT Media's sole discretion.
- Transmit any 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 forensic identification or tracing information, rights signaling, tracking, reporting or recognition information, or copy-protect devices, including serial registration numbers for software programs, or any type of hacker or cracker utilities), trademark, patent, trade secret, rights of privacy or publicity or any other proprietary right.
- Upload, transmit files that contain viruses, corrupted files, spyware, adware or any other software or programs that may damage or adversely affect the operation of another person's computer, our Web Sites, any software or hardware, or telecommunications equipment or take any steps to, on or in connection with the Web Sites that deactivates any copy protection devices, programs or utilities.
- Transmit surveys, contests, pyramid schemes, spam, unsolicited advertising or promotional materials, or chain letters.
- Download any file that you know or reasonably should know cannot be legally obtained in such manner.
- Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or the source of software or other material.
- Restrict or inhibit any other user from using and enjoying any public area within our Web Sites.
- Collect or store personal information about other end users.
- Interfere with or disrupt our Web Sites, servers, or networks.
- Impersonate any person or entity, including, but not limited to, a OUTFRONT Media representative, or falsely state or otherwise misrepresent your affiliation with a person or entity.
- Forge headers or manipulate identifiers or other data in order to disguise the origin of any content transmitted through our Web Sites or to manipulate your presence on our Web Sites.
- Take any action that imposes an unreasonably or disproportionately large load on our infrastructure.
- Use or attempt to use another's information (including financial information), account, wireless account, wireless device, password, service or system, except to the extent you have permission to use such information.
- Engage in any illegal activities. You represent, warrant and agree that you will comply with the above acceptable use policy.
The technology and the software underlying our Web Sites and the Services
(including any
software that we make available for download or use from the Web Sites and/or
our servers)
(the "Software") is the property of OUTFRONT Media, our affiliates, our
partners, or
independent 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 these TOU to
determine the full
extent of conditions governing the use of such Software. Except if expressly
permitted by
the License Agreement, you agree not to copy, modify, rent, lease, loan, sell,
assign,
distribute, reverse engineer, grant a security interest in, or otherwise
transfer any right
to the technology or Software underlying our Web Sites or the Services. You
agree not to
modify the Software underlying our Web Sites or the Services, in any manner or
form or to
use modified versions of such Software, including (without limitation) for the
purpose of
obtaining unauthorized access to our Web Sites.
- Termination
Additionally, you understand and agree that OUTFRONT Media will determine your
compliance
with these TOU, in its sole discretion. OUTFRONT Media reserves the right to
deny access to
all or part of the Web Sites and to deny access to any person for any reason, 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 OUTFRONT Media, you must destroy all materials
obtained from
this Web Site and all related documentation. Unauthorized access to any of our
Web Sites is
a breach of these TOU and a violation of the law. You agree not to access our
Web Sites by
any means other than through the interface that is provided by OUTFRONT Media
for use in
accessing our Web Sites. You agree not to use any automated means, including,
without
limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any
part of our
Web Sites, except those automated means that have been approved in advance and
in writing.
You are solely responsible for compliance with applicable laws, rules, and regulations in connection with your use of the Web Sites and the Content, including, without limitation, those governing your transmission or use of any software or data. If you are given the option to choose a username, and the username chosen, in our sole discretion, is obscene, indecent, abusive or might subject us to public disparagement or scorn, OUTFRONT Media reserves the right, without prior notice to you, to automatically change your username, delete your posts from our Web Sites, deny you access to our Web Sites, or any combination of these options.
If you do not agree to these TOU, you should immediately stop using the
Services. If you want to delete your account on a Web Site or any
Services,
please use contact instructions posted on the Web Site or Services at which you
obtained the
account. Any User Upload Information you made while using the Services will
continue to be
governed by Section 8 of these TOU.
Sections 8 - 10 and 18-24 of these TOU will survive any termination of your
access to the
Services, whether we terminate your access, or you voluntarily discontinue your
use.
- Indemnification
You agree to defend, indemnify and hold harmless the OUTFRONT Media, its
subsidiaries,
affiliates, and the directors, officers, employees, shareholders, vendors,
partners,
contractors, agents, licensors or other representatives of each of them
("OUTFRONT Media
Parties") 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, including,
without limitation, those relating to false advertising, intellectual property
infringement,
defamation or authorization; (c) your use of the Content; (d) any use or alleged
use of your
accounts or your passwords by any person, whether or not authorized by you; (e)
your
connection to the Web Sites; or (f) Your Contribution to Custom Advertisements.
You will
cooperate as fully and reasonably as required by OUTFRONT Media in the defense
of any claim.
Notwithstanding the foregoing, OUTFRONT Media retains the exclusive right to
assume the
exclusive defense and control of any matter for which you are required to
indemnify us
and/or settle, compromise and pay any and all claims, demands, proceedings,
suits, actions
or causes of actions which are brought against OUTFRONT Media herein under the
terms and
provisions of this Section and in no event shall you settle any such claim
without OUTFRONT
Media's prior written approval.
- Disclaimers
We disclaim any responsibility for the deletion, the failure to store, the
misdelivery, or
the untimely delivery of any information or material. We disclaim any
responsibility for any
harm resulting from downloading or accessing any information or material on the
Internet
using search results from our Web Sites. We disclaim any responsibility for, and
if you
subscribe to one of our fee-based services you will not be entitled to a refund
as a result
of, any service outages that are caused by our maintenance on the servers or the
technology
that underlies our Web Sites, failures of our service providers (including
telecommunications, hosting, and power providers), computer viruses, natural
disasters or
other destruction or damage of our facilities, acts of nature, war, civil
disturbance, or
any other cause beyond our reasonable control.
THE WEB SITES, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, SOFTWARE, AND
FUNCTIONS MADE
AVAILABLE ON OR ACCESSED THROUGH OR SENT FROM THE WEB SITES, ARE PROVIDED "AS
IS," "AS
AVAILABLE," AND "WITH ALL FAULTS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW,
COMPANY 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
(INCLUDING THE TEMPLATES) 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, INCLUDING, BUT NOT LIMITED TO, CUSTOM ADVERTISEMENTS, HYPERTEXT LINKS
OR OTHER
INTERACTIVE FEATURES THAT ARE ACCESSIBLE OR DOWNLOADABLE THROUGH THE WEB SITES;
AND/OR (F)
SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE
WEB SITES OR
ANY LINKED SITE. COMPANY 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.
COMPANY DOES NOT WARRANT THAT YOUR ACTIVITIES OR USE OF THE WEB SITES IS LAWFUL
IN ANY
PARTICULAR JURISDICTION AND, IN ANY EVENT, COMPANY 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, COMPANY AND ITS
SUBSIDIARIES AND
AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT
LIMITATION,
NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE.
YOU EXPRESSLY
AGREE THAT YOU WILL ASSUME THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE
OF OUR WEB
SITES AND THE ACCURACY OR COMPLETENESS OF ITS CONTENT. COMPANY, 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.
- Limitation of Liability
YOU UNDERSTAND AND AGREE THAT COMPANY LIMITS ITS LIABILITY IN CONNECTION WITH YOUR USE OF THE WEB SITES AS SET FORTH BELOW:
UNDER NO CIRCUMSTANCES SHALL THE COMPANY PARTIES 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, YOUR CONTRIBUTION TO CUSTOM
ADVERTISEMENTS, OR
CUSTOM ADVERTISEMENTS; (2) THE USE OF, INABILITY TO USE, OR PERFORMANCE OF THE
WEB SITES;
(3) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY COMPANY OR LAW
ENFORCEMENT
AUTHORITIES REGARDING YOUR USE OF THE WEB SITES OR CONTENT (INCLUDING THE
TEMPLATES); (4)
ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OWNERS; (5) ANY ERRORS OR
OMISSIONS IN THE WEB
SITES' TECHNICAL OPERATION, EVEN IF FORESEEABLE OR EVEN IF THE COMPANY PARTIES
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); OR (6) ANY ACT, OMISSION, FAILURE TO DISTRIBUTE,
MISTAKE
AND/OR ERROR IN THE CREATION, DEVELOPMENT AND/OR DISTRIBUTION OF CUSTOM
ADVERTISEMENTS. IN
NO EVENT WILL THE COMPANY PARTIES 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 COMPANY PARTIES AND
INDIVIDUALS
TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED ONE
HUNDRED
DOLLARS ($100).
THE PARTIES AND INDIVIDUALS ARE NOT RESPONSIBLE FOR ANY DAMAGE TO ANY USER'S
COMPUTER, MODEM,
CELL PHONE, HARDWARE, SOFTWARE, OR OTHER EQUIPMENT OR TECHNOLOGY 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 TECHNICAL 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 COMPANY'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, OUT OF
HOME DISPLAY
OR OTHER AUDIO/VISUAL CONTENT OWNED OR CONTROLLED BY COMPANY 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 COMPANY WEB SITE, PROPERTY, PRODUCT, PROGRAM, TELEVISION
SHOW, MOTION
PICTURE, OUT OF HOME DISPLAY 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, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS
WITH RESPECT
TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH
SUCH WAIVER,
YOU ACKNOWLEDGE THAT YOU EXPRESSLY WAIVE, THE BENEFITS OF ANY LAW OF ANY STATE
OR TERRITORY,
WHICH PROVIDES THAT 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.
- Governing Law, Venue and Jurisdiction
THESE TOU SHALL BE 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.
You agree that jurisdiction over and venue in any legal proceeding directly or
indirectly
arising out of or relating to the Web Sites, the Use or Access thereof, or these
TOU must be
in the state or federal courts located in New York, New York and you hereby
consent and
submit to the exclusive personal jurisdiction and venue of the courts located in
New York,
New York for any such legal proceeding.
You agree that regardless of any statute or law to the contrary, any claim or
cause of action
arising out of or related to use of our Web Sites or these TOU must be filed
within one (1)
year after such claim or cause of action arose or be forever barred.
To the fullest extent permitted by applicable law, you agree that any and all
disputes,
claims and causes of action you may have in connection with or related to the
Web Sites will
be resolved individually, without resort to any form of class action.
- Arbitration
We may elect to resolve any controversy or claim arising out of or relating to
these TOU or
the Services by binding arbitration in accordance with the commercial
arbitration rules of
the American Arbitration Association. Unless we establish a different location,
arbitration
hearings will be held in New York, New York. The arbitrator’s award will be
binding and may
be entered as a judgment in any court of competent jurisdiction.
- Miscellaneous
We may be required by state or federal law to notify you of certain events. You
hereby
acknowledge and agree that such notices will be effective upon our posting them
on our Web
Sites or delivering them to you via email. You may update your email address by
visiting the
Services where you have provided contact information. If you do not provide us
with accurate
information, we will not be responsible for failure to notify you. These TOU,
including all
Additional Terms, conditions, and policies on the Services and, if applicable
any
Advertising Agreements, constitute the entire agreement between you and us and
supersede all
prior agreements with respect to the subject matter hereof.
The OUTFRONT Media’s failure to exercise or enforce a ny right or provision of
these TOU
shall not constitute a waiver of such right or provision.
These TOU, including all terms, conditions, and policies that are incorporated
into these
terms by reference, constitute the entire agreement between you and OUTFRONT
Media and
govern your use of our Web Sites, superseding any prior agreements that you may
have with
OUTFRONT Media.
If any part of these TOU is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the TOU shall continue in effect.