PLEASE CAREFULLY READ ALL OF THE FOLLOWING TERMS AND CONDITIONS (THE “TERMS”).
These Terms create a binding legal agreement between you and Manhattan Institute for Policy Research, Inc., a New York Corporation (“Manhattan Institute”) and govern your use of Manhattan Institute’s various websites, mobile applications, and other online services that link to these Terms, and the content and functionality provided thereby (collectively, the “Services”).
PLEASE NOTE THAT SECTION 9) OF THESE TERMS CONTAINS A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS FOR RESOLVING DISPUTES WITH MANHATTAN INSTITUTE.
You represent and warrant that (i) you are at least 13 years of age, (ii) if you are under 18 years of age, you have obtained the consent of your parent or legal guardian to these Terms and for your use of the Services, and (iii) you are fully able and competent to enter into and to comply with these Terms.
Manhattan Institute may change any of the terms contained herein or modify the Services at any time, and you accept any changes made to these Terms by continuing to use the Services after Manhattan Institute posts the changes. Manhattan Institute may immediately terminate this contract with you (including your access to the Services) at any time, including but not limited to, if you fail to comply with any provision of these Terms. You agree and understand that Manhattan Institute is not obligated to provide you with access to the Services.
You acknowledge and agree that Manhattan Institute and/or its licensors own all right, title and interest in and to the Services and all content available through the Services, including all intellectual property rights therein and thereto. You will not earn or acquire any ownership rights in any copyrights, patents, trade secrets, trademarks or other intellectual property rights on account of these Terms or any access to or use of the Services. All rights not expressly granted to you with respect to the Services are reserved by Manhattan Institute and its licensors.
2) License Grant and Restrictions.
- Subject to your compliance with these Terms, Manhattan Institute hereby grants you a limited, personal, nonexclusive, non-transferable, revocable license to access and use the Services solely for your personal, noncommercial use, as provided herein.
- You may not publish, distribute, display, perform, edit, adapt, modify or otherwise exploit the Services or any content distributed through the Services under any circumstances.
- You may not (i) circumvent or disable any content protection system or digital rights management technology used with the Services or the content made available through the Services, (ii) decompile, reverse engineer, disassemble or otherwise reduce the Services or any software or technology provided to you in connection with the Services, to a human-readable form, (iii) remove any attribution, copyright, or other proprietary notices from any Content provided through the Services, or (iv) access or use the Services or any content provided through the Services in an unlawful or unauthorized manner.
3) Additional Information about the Services.
The Services may contain links to third party content and integrations with third party platforms, including social media sites. Manhattan Institute does not control, endorse, sponsor, recommend, or otherwise accept responsibility for such third party content and integrations. Use of any linked third party content and integrations is at your own risk. When you access the Services through a mobile network, your network or roaming provider’s rates and fees will apply.
4) Limitations on Use of the Services.
You may not access or use, or attempt to access or use, the Services to take any action that could harm Manhattan Institute, its licensors, or any other third party, interfere with the operation of the Services, or use the Services in a manner that violates any laws. For example, and without limitation, you may not:
- impersonate any person or entity or otherwise misrepresent your affiliation or the origin of materials you transmit through the Service;
- engage in unauthorized “crawling,” “scraping,” or harvesting of content or personal information, or use any other unauthorized automated means to compile information available through the Services;
- take any action that imposes an unreasonable or disproportionately large load on Manhattan Institute’s network or infrastructure;
- use any device, software, or routine to interfere or attempt to interfere with the proper working of the Services or any activity conducted on the Services or attempt to probe, scan, test the vulnerability of, or breach the security of any system or network;
- attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Services;
- distribute any unauthorized materials or advertise or promote goods or services through the Services without Manhattan Institute’s permission (including, without limitation, by sending spam); or
- engage in any other conduct that restricts or inhibits any person from using or enjoying the Services, or that, in Manhattan Institute’s sole judgment, exposes Manhattan Institute or any of Manhattan Institute’s users, affiliates, or any other third party to any liability, damages, or detriment of any type.
5) Feedback; Communications with You.
- You agree that Manhattan Institute may use all or part of any comments, suggestions or feedback you provide regarding your use of the Services, any content available through the services, or any derivative thereof (“Feedback”) in any manner and media without any remuneration, compensation or credit to you.
- Manhattan Institute and its service providers may communicate with you about the Services, including through one or more third party e-mail or survey services, via methods determined by Manhattan Institute, including through the Services or contact information you provide to us through the Services. You consent to receive communications from Manhattan Institute and its service providers that may: (i) solicit Feedback via e-mail, surveys, bug reports, or other methods Manhattan Institute may determine; (ii) collect additional information regarding issues you report in your Feedback; (iii) notify you of changes to the Services, the content available through the Services, or these Terms; and (iv) tell you about future Manhattan Institute programs, products or services. You agree that Manhattan Institute may share your contact information with its service providers, and, to the extent necessary to enable such communications, with other third parties.
6) Disclaimer of Warranties, Limitation of Liability, and Indemnity.
- YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES AND THE CONTENT AVAILABLE THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES AND CONTENT ARE PROVIDED “AS IS” AND, TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, NEITHER MANHATTAN INSTITUTE NOR ITS LICENSORS MAKE ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, COMPLETENESS, AVAILABILITY, SECURITY OR PRIVACY OF YOUR DATA AND/OR INFORMATION, COMPATIBILITY, OR NON-INFRINGEMENT; OR THAT THE SERVICES WILL BE UNINTERRUPTED, FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, ACCURATE, ERROR FREE, OR RELIABLE; OR AS TO THE ACCURACY, CURRENCY, OR COMPLETENESS OF ANY CONTENT OR INFORMATION MADE AVAILABLE THROUGH THE SERVICES, WHETHER PROVIDED IN TEXT, AUDIO, VIDEO, GRAPHICAL, OR OTHER FORM (THE “SERVICE CONTENT”). NEITHER MANHATTAN INSTITUTE NOR PROVIDERS MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY SERVICE PROVIDERS.
- TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MANHATTAN INSTITUTE, ITS LICENSORS, THEIR AFFILIATES, SUCCESSORS AND ASSIGNS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, THIRD PARTY SERVICE PROVIDERS (INCLUDING THOSE WHO HELP ADMINISTER AND OPERATE THE SERVICES), AGENTS, AND SUPPLIERS (COLLECTIVELY, THE “LICENSOR PARTIES”), BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES OR THE SERVICE CONTENT, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHER THEORY, EVEN IF THE LICENSOR PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE LICENSOR PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES OR SERVICE CONTENT EXCEED THE GREATER OF THE ACTUAL AMOUNT YOU PAID FOR THE SERVICES (IF ANY) AND $100. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS ARE ESSENTIAL TO THESE TERMS AND THAT MANHATTAN INSTITUTE COULD NOT PROVIDE THE SERVICES OR THE SERVICE CONTENT EXCEPT IN RELIANCE ON THESE LIMITATIONS OF LIABILITY.
- YOU FURTHER AGREE TO INDEMNIFY AND HOLD HARMLESS THE LICENSOR PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS), AND OTHER LOSSES ARISING OUT OF OR IN ANY WAY RELATED TO YOUR BREACH OR ALLEGED BREACH OF THESE TERMS, YOUR USE OF THE SERVICES OR THE SERVICES CONTENT, OR YOUR FEEDBACK. MANHATTAN INSTITUTE RESERVES THE RIGHT TO EMPLOY SEPARATE COUNSEL AND ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU. IN SUCH EVENT, YOU SHALL PROVIDE MANHATTAN INSTITUTE WITH SUCH COOPERATION AS MANHATTAN INSTITUTE REASONABLY REQUESTS.
From time to time, Manhattan Institute (either directly or through a third party service) may communicate with you about the Services and/or these Terms via e-mail or otherwise through the Services. You agree that any such notices, disclosures, and other communications will satisfy Manhattan Institute’s applicable legal notification requirements. Notices may include modifications to the terms of these Terms or changes to the Services or Service Content. Manhattan Institute recommends that you keep a copy of any electronic communications Manhattan Institute sends to you for your records.
8) User Content
Certain features of the Services may permit you or other users to upload content to the Services, including images, data, text, videos, and other types of information (“User Content”) and to publish User Content on the Services. You retain the copyrights, including any moral rights, and any other proprietary rights that you may hold in the User Content that you post to the Services.
- Limited License Grant to Manhattan Institute. By uploading User Content to the Services, you grant Manhattan Institute a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid, transferable right and license (with the right to sublicense) to use, reproduce, host, store, transfer, display, perform, reproduce, modify, create derivative works of, and distribute your User Content, in whole or in part, for any purpose, in any media formats and through any media channels now known or hereafter developed. You irrevocably and forever waive any rights you may have regarding your User Content being altered in any way that may be objectionable to you. If your name, image, voice, or likeness (your “Appearance”) appears in the User Content, you authorize Manhattan Institute to use your Appearance in connection with both non-commercial and commercial uses of the User Content and waive all rights of publicity with respect to such uses of your Appearance. You hereby release Manhattan Institute and its agents and assigns from any and all claims which arise out of or are in any way connected with such use. Manhattan Institute reserves the right to refuse to accept, post, display, or transmit any of your User Content in its sole discretion.
- User Content Representations and Warranties. You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting or publishing User Content, you affirm, represent, and warrant that:
• you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Manhattan Institute to exercise the licenses to the User Content granted by you in this section, in the manner contemplated by Manhattan Institute, the Services, and these Terms; and • your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Manhattan Institute to violate any law or regulation. • You agree to pay for any and all royalties, fees, or other monies owing any person by reason of User Content you post on or through the Services.
- User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. Manhattan Institute may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Services you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. To the fullest extent allowed under applicable law, you agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Manhattan Institute with respect to User Content. We expressly disclaim any and all liability in connection with User Content, to the fullest extent allowed under applicable law. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice.
- Procedure for Infringing User Content. If you believe that any User Content does not conform to these Terms, please notify us.
We comply with the provisions of the Digital Millennium Copyright Act (the “DMCA”) applicable to our operations (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Services, you may contact our designated agent at the following address:
ATTN: Legal Department (Copyright Notification)
52 Vanderbilt Ave, New York, NY, 10017
Please note that under applicable law, if you knowingly give false, misleading or inaccurate information that User Consent is infringing, you may be subject to civil or criminal penalty.
Any notice under the Digital Millennium Copyright Act (the “DMCA”) alleging that materials hosted by or distributed through the Services infringe intellectual property rights must include all of the information required by the DMCA for such notices. Manhattan Institute will promptly terminate without notice access to the Services by users that are determined by Manhattan Institute to be “Repeat Infringers.” A Repeat Infringer is a user who has been notified of infringing activity or has had User Content removed from the Services at least three times.
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS. BY AGREEING TO BINDING ARBITRATION, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE YOUR CASE.
In order to expedite and control the cost of disputes, Manhattan Institute and you agree that any legal or equitable claim, dispute, action or proceeding arising from or related to your use of the Services or these Terms (“Dispute”) will be resolved as follows to the fullest extent permitted by law:
- Notice of Dispute. In the event of a Dispute, you or Manhattan Institute must give the other a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and a proposed solution (a “Notice of Dispute”). You must send any Notice of Dispute by first class U.S. Mail to Manhattan Institute at 52 Vanderbilt Ave, New York, NY, 10017 and also via e-mail to email@example.com. Manhattan Institute will send any Notice of Dispute to you by first class U.S. Mail to your address if Manhattan Institute has it, or otherwise to your e-mail address. You and Manhattan Institute will attempt to resolve any Dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. After sixty (60) days, you or Manhattan Institute may commence arbitration.
- Mediation, Binding Arbitration and Governing Law. You and Manhattan Institute shall endeavor to settle any Dispute by mediation under the Mediation Rules of Judicial Arbitration and Mediation Services, Inc. (“JAMS”). The place of mediation shall be New York, New York. Any Dispute which has not been resolved by mediation as provided herein within thirty (30) days after appointment of a mediator or such time period as you or Manhattan Institute may otherwise agree, shall be finally resolved by binding arbitration as described in this Section 9). You are giving up the right to litigate (or participate in as a party or class member) all Disputes in court before a judge or jury. Instead, all Disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the Federal Arbitration Act. The place of arbitration shall be New York, New York. Any court with jurisdiction over the parties may enforce the arbitrator’s award. As the Services are provided in New York, to the fullest extent permitted by law, your access to and use of the Services, the Terms and any Dispute that might arise between you and Manhattan Institute shall be governed by the laws of the State of New York, without regard to its conflict of law provisions.
- Class Action Waiver. Any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. Neither you nor Manhattan Institute will seek to have any Dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
- Arbitration Procedures. Any arbitration will be conducted by JAMS under the JAMS Comprehensive Arbitration Rules and Procedures (“JAMS Rules”) in effect at the time the Dispute is filed. You may request a telephonic or in-person hearing by following the JAMS Rules. In a dispute involving $10,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. To the extent the forum provided by JAMS is unavailable, Manhattan Institute and you agree to select a mutually agreeable alternative dispute resolution service and that such alternative dispute resolution service shall apply the JAMS Rules. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief only to you individually, and only to the extent required to satisfy your individual claim.
- Arbitration Fees. Whoever files the arbitration pays the initial filing fee. If Manhattan Institute files, then Manhattan Institute will pay; if you file, then you will pay unless you get a fee waiver under the applicable arbitration rules. Each party will bear the expense of that party’s attorneys, experts, and witnesses, and other expenses, regardless of which party prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines.
- Filing Period. To the extent permitted by law, any Dispute under these Terms must be filed within one (1) year in an arbitration proceeding. The one-year period begins when the events giving rise to the Dispute first occur. If a Dispute is not filed within one year, it is permanently barred.
The term of these Terms will commence on the date of your first use of the Services and continue until the earliest of: (i) the date upon which Manhattan Institute, in its sole discretion, provides notice to you of termination of these Terms or your access to the Services is terminated (which may occur for any reason); and (ii) your violation or breach of any provisions of these Terms (the “Term”). Upon expiration or termination of these Terms, the rights granted to you under these Terms with respect to the Services and Service Content will immediately terminate. However, Manhattan Institute’s rights to use your Feedback, as well as the limitations on Manhattan Institute’s liability, the indemnification provisions, and the terms pertaining to the dispute resolution process, will survive any expiration or termination of these Terms.
- Supplemental Terms. When using the Services, you agree to comply with and are subject to any posted guidelines, rules, or supplemental terms applicable to such services or features, as may be posted from time to time. All such guidelines, rules, or terms are hereby incorporated by reference into the Terms. To the extent that you are asked to review and accept any supplemental terms that expressly conflict with these Terms, the supplemental terms associated with the applicable portion of the Services govern with respect to your use of such portion of the Services to the extent of the conflict.
- No Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Manhattan Institute without restriction. These Terms operate to the fullest extent permissible by law.
- Severability. If any provision of these Terms is held to be unlawful, void, or unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
- No Waiver. Manhattan Institute’s failure to enforce any provisions of these Terms or respond to a violation by any party does not waive Manhattan Institute’s right to subsequently enforce any terms or conditions of the Terms or respond to any violations. Nothing contained in these Terms is in derogation of Manhattan Institute’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by Manhattan Institute with respect to such uses.
- Governing Law. These Terms shall be governed by, and construed and interpreted in accordance with, the laws of the United States and the State of California. By using the Services, you waive any claims that may arise under the laws of other states, countries, territories, or jurisdictions.
- Contact. For inquiries or questions regarding these Terms or the Services, please contact Manhattan Institute at 52 Vanderbilt Ave, New York, NY, 10017, 212-599-7000, or firstname.lastname@example.org.