Terms and Conditions
Welcome to The Cross Agency (“TCA”) Web site located at www.thecrossagency.com (“Site”). The following terms and conditions (“Terms”) govern your use of this Site. By accessing, viewing, or using the content, material, or services available on or through this Site, you indicate that you have read and understand these Terms, that you agree to them and intend to be legally bound by them. If you do not agree to these Terms, or if you are under 18 years of age, you are not granted permission to use this Site and must exit immediately. The Site must not be used by children under 13.
1. Proprietary Rights.
As between any user and TCA, TCA owns or licenses all data, content, audio clips, video clips, artwork, images, photographs, graphics, functional components, software and software concepts, documentation and other material on, in or made available through the Site (“Site Material”), as well as the selection, coordination, arrangement, and organization and enhancement of the Site Material. All Site Material is protected pursuant to United States copyright, trademark, patent and other applicable laws. You agree not to remove or alter any copyright notice or any other proprietary notice on any Site Materials. As between any user and TCA, all names, trademarks, service marks, certification marks, symbols, slogans or logos appearing on the Site are proprietary to TCA or its affiliates, licensors, suppliers or clients. Use or misuse of these trademarks is expressly prohibited and may violate federal and state trademark law. Under no circumstances will you have any rights of any kind in or to the Site, other than the right to use the Site in accordance with these Terms.
2. Third Party Web Sites and Content.
The Site is available for informational purposes only. Parties other than TCA, including its clients, may provide products, services or content on the Site. Additionally, the Site may contain links to other Internet Web sites for the convenience of users in locating information, products, or services that may be of interest. Use of the Site and the Site Materials and any other material or content on and made available through the Site is entirely at your own risk. TCA does not recommend and expressly disclaims any responsibility for the content, the accuracy of the information, or quality of products or services provided by or advertised on third party sites or the transactions you conduct or enter into with third parties. Your use of third parties’ websites is at your own risk, and subject to the terms and conditions of such other websites. TCA does not endorse any product, service, or treatment provided on a third party website or advertised on the Site.
3. Unauthorized Activities.
You agree not to modify, distribute, copy, exchange, disseminate, archive, reproduce, transmit, publicly display, publicly perform, broadcast, retransmit, publish by hard copy or electronic means, adapt, edit, compile or create derivative works of the Site Material or otherwise use the Site Material in any way for any purpose without prior written approval from TCA. You may not frame, capture, harvest, collect, or create hypertext or other links or connections to any part of the Site or Site Materials without TCA’s prior written consent. You agree that you will not use the Site for (a) any illegal or unauthorized purposes that violate any laws (including import, export and copyright laws); (b) modifying, adapting or hacking into the Site or for modifying another website so as to falsely imply that it is associated with TCA; (c) uploading, posting, hosting, or transmitting worms or viruses or any code of a destructive nature; (d) contacting any other user of the Site who has requested not to be contacted; or (e) attempting to gain unauthorized access to TCA’s computer system or engaging in any activity that interferes with the performance of, or impairs the functionality of the Site or any services provided through the Site. You acknowledge and agree that the unauthorized use of the Site Material could cause irreparable harm to TCA and that in the event of such unauthorized use, TCA shall be entitled to an injunction in addition to any other remedies available at law or in equity.
4. Privacy Statement.
Any personal information that you provide to TCA on the Site is subject to our Privacy Statement. For more information, click here to view the Privacy Statement, which is incorporated into these Terms by reference, as if set forth fully herein. Please be advised that the confidentiality of any communication or material transmitted to TCA via the Site or Internet electronic mail cannot be guaranteed, including, for example, personal information such as your address or name. Alternatively, you may contact TCA by regular mail at 701 San Marco Blvd Suite 1603, Jacksonville, Florida 32207 or by phone at (904) 642-8902.
TCA, its subsidiaries, and affiliates are not responsible for and do not guarantee the accuracy or completeness of any Site Material, products, software, services, links, advertisements or other items contained within the Site. TCA reserves the right to immediately remove any Site Material for any reason or for no reason. TCA cannot and does not review all communications or products made available on or through the Site, but, although not obligated to, may review, verify, make changes to or remove any Site Material, the Site or the products or services made available in connection with the Site, including information posted to any Site features at any time, with or without notice in its sole discretion. You agree that you must evaluate and bear all risks associated with the use of Site and Site Material and that you may not rely on such Site Material.
THE SITE, THE SITE MATERIALS, SERVICES, PRODUCTS, INFORMATION AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE SITE ARE MADE AVAILABLE “AS IS” AND “WITH ALL FAULTS.” USE OF THE SITE IS ENTIRELY AT YOUR OWN RISK.
TCA AND ITS LICENSORS AND CLIENTS MAKE NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO THE SITE, THE SITE MATERIALS, THE SERVICES, PRODUCTS, INFORMATION AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE SITE, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEMS INTEGRATION, NON-INTERFERENCE, QUALITY, TITLE, AND NON-INFRINGEMENT. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, COMPLETENESS AND EFFORT WITH REGARD TO ANY AND ALL SITE MATERIALS, THE SITE, AND THE SERVICES, PRODUCTS, INFORMATION AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE SITE, IS WITH YOU.
6. LIABILITY. TCA AND ITS LICENSORS AND CLIENTS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, EXTRA-CONTRACTUAL, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING LOST REVENUES OR LOST PROFITS, WHICH MAY OR DOES RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE THE SITE, THE SITE MATERIALS, THE SERVICES, PRODUCTS, INFORMATION AND OTHER MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE SITE, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT YOU OR TCA HAD BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL OF THEIR ESSENTIAL PURPOSE. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF TCA AND ITS LICENSORS AND CLIENTS TO YOU OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH, BASED UPON, OR ARISING FROM THE SITE, THE SITE MATERIALS ON, IN AND MADE AVAILABLE THROUGH THE SITE, OR THE SERVICES, PRODUCTS, SOFTWARE, INFORMATION OR OTHER MATERIALS OFFERED IN CONNECTION THEREWITH EXCEED THE PRICE PAID BY YOU DURING THE PRECEDING YEAR FOR USE OF THE SITE. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE TOTAL LIABILITY OF TCA AND ITS LICENSORS SHALL NOT EXCEED TEN DOLLARS ($10). If you are dissatisfied with the Site, or with any of these Terms, or feel TCA has breached these Terms, your sole and exclusive remedy is to discontinue using the Site.
You shall indemnify TCA and its directors, officers, employees, agents, contractors licensors and clients (“TCA Indemnitees”) against all claims, actions, suits, and other proceedings (“Claims”) arising out of or incurred in connection with the Site and your use of the Site or services obtained through the Site, your fraud, violation of law, negligence, willful misconduct, or any other use of the Site, the Site Materials, the services, products, information and other materials on, in and made available through the Site, (except to the extent attributable to TCA), or any breach by you of these Terms and shall indemnify and hold TCA Indemnitees harmless from and against all judgments, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and attorneys’ disbursements) arising out of or incurred in connection with such Claims. You may not settle any Claim without the prior written consent of TCA. TCA or its licensors may assume the defense of any Claim, at your sole cost and expense, and you shall cooperate in all reasonable respects in such defense. You shall have the right to employ separate counsel in any Claim and to participate in the defense thereof. If TCA or its licensors do not notify you that it elects to undertake the defense thereof, you shall have the right to defend the Claim with counsel reasonably acceptable to TCA, subject to the right of TCA to assume, at their sole cost and expense, the defense of any Claim at any time prior to the settlement or final determination thereof.
8. Internet Security.
TCA uses reasonable efforts to ensure that the Site is generally available. However, there will be occasions when access to the Site will be interrupted or unavailable. TCA will use reasonable commercial efforts to minimize such disruption where it is within our reasonable control. You agree that we shall not be liable to you for any modification, suspension or discontinuance of the Site. You understand that the technical processing and transmission of any Site content may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Please be advised that we do not guarantee that any information sent from our Site will be secure during transmission, nor can we guarantee the confidentiality of any communication or material transmitted to TCA via the Site or the Internet, including, for example, personal information such as your name or address.
9. Complaint Procedures.
If you believe that any content or postings on this Site violates your intellectual property or other rights, please send to TCA at firstname.lastname@example.org a comprehensive detailed message setting forth the following information: (a) your name and the name of your company, if any; (b) your contact information, including your e-mail address; (c) the nature and substance of your complaint, the specific rights at issue, and your basis for making the complaint, including the content or posting that is objectionable; and (d) the following statement: “The statements, representations, and assertions made in this message are true, complete, and accurate and I have the full legal authority to make each and every such statement, representation, and assertion and to make and be granted any demand made in this message.”
10. Changes to these Terms; Termination.
TCA reserves the right at any time to modify, alter or update these Terms. Notice of any new or revised Terms, as well as the location of the new or revised statement, will be posted on the Site for at least twenty (20) days after the change. Your use of the Site following any changes means that you agree to follow and be bound by the terms as changed. Any change to these Terms shall be effective as to any visitor who has visited the Site before the change was made. It is the obligation of users visiting the Site before the change to learn of changes to the Terms since their last visit. TCA may suspend or terminate your account and/or your ability to use the Site or any services on the Site for failure to comply with these Terms, for providing TCA with untrue or inaccurate information about yourself, for infringement upon TCA proprietary rights, or for any other reason whatsoever or for no reason.
11. Governing Law and Jurisdiction.
These Terms represent the entire agreement between you and TCA with respect to the subject matter hereof, and supersede any and all prior and contemporaneous written and oral representations, understandings, and agreements, express and implied, and will be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of law rules; PROVIDED, HOWEVER, THAT THE TERMS OF ANY APPLICABLE LAW NOW OR HEREAFTER ENACTED THAT IS BASED ON, DERIVED FROM, SIMILAR TO, OR CONNECTED WITH THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT DRAFTED BY THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS SHALL NOT APPLY EXCEPT TO THE EXTENT THAT THE LAW EXPRESSLY PROHIBITS ALTERATION BY THESE TERMS OF THE APPLICABILITY OF ONE OR MORE SECTIONS OF THE LAW. By accessing, viewing, or using the services, works, content, or materials on the Site, you consent and agree to (a) the exclusive jurisdiction of the federal and state courts located in New York City, New York; (b) accept service of process by personal delivery or mail; and (c) irrevocably waive the right to trial by jury and any jurisdictional and venue defenses otherwise available.
The Site is controlled and operated from within the United States. Without limiting anything else, TCA makes no representation that the Site, Site Materials, services, products, information or other materials available on, in, or through the Site is appropriate or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access the Site from other locations do so on their own volition and are responsible for compliance with applicable laws. The waiver or failure of TCA to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any of other rights established under these Terms. Headings used in these Terms are for reference only and shall not affect the interpretation of these Terms. No person or entity not party to this agreement will be deemed to be a third party beneficiary of these Terms or any provision hereof. When used herein, the words “includes” and “including” and their syntactical variations shall be deemed followed by the words “without limitation.”
Dated: March 9, 2012
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