Terms Of Service
This Website Use Agreement (“Agreement”) is between you (“User”) and the Shops at University Square (“Company”). In consideration of the right to access and use the Company’s website, http://www.ShopsAtUniversitySquare.com (“Website”), and the services offered on the Website, User agrees to the terms and conditions of use set forth in this Agreement. User’s continued use of the Website indicates User’s willingness to be legally bound by the terms and conditions of this Agreement as set forth below. This Agreement applies to the services currently offered by Company and any services or products that the Company may choose to offer in the future (unless stated otherwise).
1. Covenant to Read Agreement.
User acknowledges that User has read the terms and conditions of use and accepts the terms thereof. USER AGREES TO READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THE WEBSITE. If User does not agree to these terms and conditions of use, User may not access or otherwise use the Website.
2. Company’s Control Over Website.
1. Company has the right, but not the obligation, to monitor the use of the Website and its content, and, except as otherwise provided under Section 4, Privacy, may freely use and disclose any information and materials received from the User or collected through User’s use of the Website for any lawful reason or purpose. Without limiting the foregoing, Company has the right to remove any material that Company, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.
2. Company reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Website.
3. Company reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request.
4. Company does not control any information or material posted on the Website regarding a participating merchant’s products (collectively, the “Postings”) on the Website by participating retailers and therefore, Company does not guarantee the accuracy, integrity or quality of such Postings. Company may remove any Postings at any time, for any reason.
5. Company reserves the right, in its sole discretion, to change, modify, add or remove any portion of this Agreement, in whole or in part, at any time. Notification of changes in the Agreement will be posted on the Website. Amendments to the Agreement will take effect immediately upon being posted to the Website, and User’s continued use of the Website constitutes User’s acceptance thereof.
6. Company may change, suspend or discontinue any aspect of the Website at any time, including, but not limited to, content, services offered, products offered, database, hours of availability, and equipment needed for access or use.
7. Company may also impose limits on certain features and services or restrict User’s access to parts or all of the Website without notice or liability.
3. Intellectual Property Rights.
1. The Website is protected by copyright under United States copyright laws, international conventions, and other copyright laws. The Company’s logo, slogans, and other distinctive designs are protected by the state, national, and international laws of trademark, trade dress, and unfair competition.
2. All materials contained within the Website (the “Content”) are protected by copyright and are owned or controlled by Company or the party credited as the provider thereof. User will abide by any and all additional copyright notices, information, or restrictions contained in any Content on the Website.
3. User may download and make copies of the Content and other downloadable items displayed on the Website for personal, noncommercial use only, provided that User maintains all copyright and other notices contained in such Content. Copying or storing of any Content for other than User’s personal, noncommercial use is expressly prohibited without the prior written consent of the Company or the copyright holder identified in the Content’s copyright notice.
4. By uploading files, inputting data or engaging in any other form of communication (individually or collectively “Communications”) to the Website, User hereby grants to Company a perpetual, world-wide, irrevocable, unrestricted, non-exclusive, royalty-free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit, and otherwise exploit such Communications, subject to Section 4, Privacy, in all media now known or hereafter developed.
5. User hereby waives all rights to any claim against the Company for any alleged or actual infringements of any intellectual property rights, proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such Communications.
5. User’s Covenants.
User represents, warrants and covenants:
1. That User shall not upload, post or transmit to or distribute or otherwise publish through the Website any materials which:
1. restrict or inhibit any other user from using and enjoying the Website,
2. are unlawful, threatening, harassing, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit, invasive of another’s privacy, hateful, tortious or indecent,
3. constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law,
4. violate, plagiarize, or infringe the rights of third parties, including, but not strictly limited to, copyright, trademark, patent, rights of privacy or publicity or any other proprietary rights,
5. contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other harmful components that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information,
6. contain any information, software or other material of a commercial nature,
7. contain advertising of any kind,
8. constitute or contain false or misleading indications of origin or statements of fact, or
9. would harm minors in any way; and
2. User further promises not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any business being conducted on the Website. User may not take any action that imposes an unreasonable or disproportionately large load on the Website’s infrastructure (e.g., the sending of mass e-mail or junk mail, known as “Spamming”).
6. User’s Acknowledgments.
2. User acknowledges that Company is not the owner, producer, manufacturer or seller of any of the products or services sold through the Website. Accordingly, User further acknowledges that if the User is not satisfied with any products purchased through the Website, User will contact the participating retailer directly and that Company will have no liability or responsibility whatsoever for any such products.
3. User acknowledges that transmissions to and from this Website may be read or intercepted by third parties.
4. User acknowledges that any reliance upon any opinion, advice, statement, memorandum, information, or any other material contained in the Website or any of its links shall be at User’s own risk.
5. User is responsible for any and all fees, taxes, and expenses, which may be incurred through the use of this Website or as the result of the purchase of products/services from within it.
6. User acknowledges that by using the Website, User may be exposed to information or material that may be offensive, indecent, objectionable or otherwise inappropriate and that in no way will Company be liable or held responsible for any such material.
7. User acknowledges that Company does not attempt to review, edit, modify, regulate or control the content of any sites that are linked to the Website, or any Postings of participating retailers, and that Company shall not be held responsible or liable for the accuracy, legality, decency or copyright and trademark compliance of any third party site or Posting.
1. By using the Website and the services Company offers, User will have access to participating retailers. Access to such retailers does not constitute an endorsement by Company or any of its subsidiaries or affiliates of any retailers, or the resources, products or services offered by them. Company makes no guarantees as to participating retailers or their products or services, or any information found on the Internet that User may access through use of the Website.
2. The Company does not represent or endorse the accuracy or reliability of any advice, opinion, or other information displayed or distributed through the Website.
3. Company is not an author or editor of materials posted to the Website by participating retailers, and Company is not responsible for any such materials posted thereby.
4. Company disclaims any and all responsibility for content contained in any third party materials provided on the Website or through links on the Website.
5. While Company provides links to participating retailers and other vendors who sell their products on-line, Company does not endorse or control these independent retailers. Accordingly, Company does not provide any warranty or guarantee of any kind that User will be satisfied with the products or services offered by retailers and Company disclaims any and all responsibility for any such products or services purchased or otherwise used or obtained by User. Likewise, Company is not the seller of merchandise purchased on the Website and is in no way responsible for shipping such merchandise and Company disclaims any and all responsibility for the shipping and handling of any products.
8. Disclaimer of Warranty.
THIS WEBSITE IS PROVIDED “AS IS.” USER UNDERSTANDS AND EXPRESSLY AGREES THAT THE USE OF THE WEBSITE AND ALL ITS CONTENTS IS AT USER’S SOLE RISK, THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS AT USER’S OWN DISCRETION AND RISK AND THAT USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND IT MAKES NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE WEBSITE, REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE WEBSITE, REGARDING ANY TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE OR THAT THE WEBSITE WILL MEET USER’S REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.
THE WEBSITE CONTAINS LINKS AND POINTERS TO PARTICIPATING RETAILERS, RESOURCES AND SPONSORS OF THE WEB SITE. LINKS TO AND FROM THE WEBSITE TO THIRD PARTY SITES DO NOT CONSTITUTE AN ENDORSEMENT BY COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES OF ANY THIRD PARTY RESOURCES, OR THEIR CONTENTS.
ADVICE OR INFORMATION OBTAINED BY USER, EITHER ORALLY OR IN WRITTING, FROM THE WEBSITE OR SOME SERVICE OFFERED ON THE WEBSITE SHALL NOT CREATE ANY WARRANTY OF ANY KIND, UNLESS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT.
9. Limitation of Liability.
THE COMPANY WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND RESULTING FROM THE USE OF OR THE INABILITY TO USE THE WEBSITE, RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE, RESULTING FROM LOSS OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF A USER’S TRANSMISSIONS OR DATA OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF THE COMPANY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL DAMAGES EXCEED FEES, IF ANY, PAID BY USER TO COMPANY.
1. User agrees to indemnify, defend and hold harmless the Company, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages, and/or costs (including, but not limited to, attorneys’ fees) arising from User’s use of the Website, User’s violation of the terms of the Agreement or User’s infringement, or infringement by any other user of any intellectual property or other right of any person or entity. The terms of this Agreement will inure to the benefit of the Company’s successors, assigns and licensees.
2. User covenants to cooperate fully in the defense of any claim.
3. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User and User shall not in any event settle any matter without the written consent of the Company.
Except as explicitly stated otherwise, any notices shall be given by e-mail to email@example.com(in the case of Company) or to the e-mail address User provided to Company during User’s use of the Website (in the case of User), or such other address as either party may specify. Notice shall be deemed given 24 hours after e-mail is sent, unless the sending party is notified that the e-mail address is invalid.
12. Term; Termination.
The term of this Agreement shall commence when the User first visits the Website and shall apply to all of User’s subsequent visits. The Company may, with or without cause, immediately terminate this Agreement, and deny User access to the Website. Without limiting the foregoing, Company has the right to immediately terminate User’s right to access the Website in the event that User breaches this agreement or engages in conduct that Company, in its sole discretion, considers unacceptable. If this Agreement is terminated, User will no longer be authorized to access the contents of the Website. In the event of termination, the restrictions imposed on User with respect to material downloaded from the Website, the disclaimers and limitations of liabilities and indemnification set forth in this Agreement, shall survive.
Company may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate User’s right to access the Website if User breaches this Agreement or if the Company is unable to verify or authenticate any information User has provided. Company’s failure to act with respect to a breach by User or others does not constitute a waiver of Company’s right to act with respect to subsequent or similar breaches. Without limiting any other rights Company has, User understands and acknowledges that Company, in its sole discretion, may pursue legal and/or equitable relief against User if User breaches or threatens to breach this Agreement.
14. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflicts of law provisions. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to the User’s Agreement shall be in the federal and state courts located in the Eastern District of the Commonwealth of Pennsylvania.
This Agreement constitutes the entire understanding between Company and User with respect to User’s use of the Website. Any cause of action User may have with respect to the use of the Website must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect. The headings contained in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. User may not assign this Agreement.