THE NEW YORK TIMES COMMUNITIES FUND
Effective Date: November 14, 2023.
- Introduction and Overview.
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICE, AS THESE TERMS AFFECT YOUR LEGAL RIGHTS.
IMPORTANT NOTICE – ARBITRATION AGREEMENT AND CLASS ACTION WAIVER: BY AGREEING TO BE BOUND BY THE TERMS OF SERVICE, YOU AGREE THAT ALL DISPUTES BETWEEN US WILL BE RESOLVED BY BINDING ARBITRATION, EXCEPT FOR CERTAIN LIMITED TYPES OF DISPUTES DESCRIBED IN SECTION 11 BELOW. YOUR AGREEMENT TO ARBITRATION MEANS YOU ARE GIVING UP THE RIGHT TO GO TO COURT AND THE RIGHT TO A TRIAL BY JURY, AND INSTEAD, DISPUTES WILL BE DECIDED BY A NEUTRAL ARBITRATOR. YOU ALSO AGREE THAT ALL DISPUTES BETWEEN US, WHETHER IN COURT OR IN ARBITRATION, WILL BE BROUGHT ONLY ON AN INDIVIDUAL BASIS AND YOU ARE WAIVING YOUR RIGHT TO BRING OR PARTICIPATE IN A CLASS ARBITRATION OR CLASS ACTION. PLEASE CLICK HERE TO READ SECTION 11 OF THIS AGREEMENT FOR FURTHER DETAILS.
In some instances, both these Terms and separate terms elsewhere on the Service will apply to your use of the Service (“Additional Terms”). To the extent there is a conflict between these Terms and any applicable Additional Terms, the Additional Terms will control unless they expressly state otherwise.
- Service Use.
The Service contains: (1) materials and other items relating to Communities Fund and its services and similar items from our licensors and other third parties, including all layout, information, databases, articles, posts, text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material; (2) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of Communities Fund; and (3) other forms of intellectual property (all of the foregoing, collectively “Content”). All right, title, and interest in and to the Service and the Content is the property of Communities Fund or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible.
- Limited License.
Subject to your strict compliance with these Terms and any applicable Additional Terms, Communities Fund grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download, display, view, use, and play the Content on a personal computer, browser, laptop, tablet, mobile phone, or other internet-enabled device (each, a “Device”) and to print one copy of the Content as it is displayed to you, in each case for your personal, non-commercial use only. Copying or storing of any Content for other than personal use is expressly prohibited without prior written permission from Communities Fund or the relevant copyright holder. This limited license: (1) does not give you any ownership of, or any other intellectual property interest in, any Content; and (2) may be suspended or terminated for any reason, in Communities Fund’s sole discretion, and without advance notice or liability.
You may not use the Service unless you are at least sixteen (16) years old.
You may not: (1) use the Service or Content for any political or commercial purpose; (2) engage in any activity in connection with the Service or Content that is unlawful, harmful, offensive, sexually explicit, obscene, violent, threatening, harassing, abusive, falsely representative of your persona, invasive of someone else’s privacy, or otherwise objectionable to Communities Fund its sole discretion; (3) harvest any information from the Service or Content, including through the use of robots, spiders, scripts, services, software, or other manual or automatic devices, tools, or processes designed to data mine or scrape the Content, data, or information from the Service, or otherwise use, collect, access, or collect the Content, data or information from the Service using automated means; (4) reverse engineer or modify the Service or Content; (5) interfere with or attempt to circumvent the proper operation of or any security or access control measure used by the Service or Content; (6) infringe any intellectual property or other right of any third party; (7) use the Service or Content in a manner that suggests an unauthorized association or is beyond the scope of the limited license granted to you; or (8) otherwise violate these Terms or any applicable Additional Terms.
You agree to comply with all local, state, federal, national, foreign, supranational, and international laws, statutes, ordinances, regulations, treaties, directives, and agreements that apply to your use of the Service and Content.
Communities Fund may change, limit access to, suspend, or terminate the availability of the Service, Content, or any features, or database, in whole or in part, to any individual user or all users, for any reason, in Communities Fund’s sole discretion, and without advance notice or liability. Upon suspension or termination of your access to the Service, or upon notice from Communities Fund, all rights granted to you under these Terms or any applicable Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service and Content.
- Reservation of Rights.
All rights not expressly granted to you are reserved by Communities Fund and its licensors and other third parties. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. Any unauthorized use of the Content or Service for any purpose is prohibited.
If you have any questions or comments, please email us at firstname.lastname@example.org. You acknowledge that the provision of support is at Communities Fund’s sole discretion and that we have no obligation to provide you with support of any kind. All legal notices to us must be mailed to: 620 Eighth Ave., Attn: Legal Counsel, New York, NY 10018. When you communicate with us electronically, you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
- Third Parties.
- Disclaimer of Representations and Warranties.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, THE SERVICE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. NEITHER COMMUNITIES FUND, ITS AFFILIATES, NOR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, OR AGENTS (COLLECTIVELY, THE “COMMUNITIES FUND PARTIES”) MAKE ANY REPRESENTATIONS, WARRANTIES, OR ENDORSEMENTS OF ANY KIND WHATSOEVER AS TO THE CONTENT OR OTHER SERVICES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND FREEDOM FROM COMPUTER VIRUS. WHILE WE TRY OUR BEST TO ENSURE THAT THE SERVICES REMAIN AVAILABLE, UP-TO-DATE, AND CORRECT, COMMUNITIES FUND DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS, AND INACCURACIES IN THE CONTENT OR OTHER MATERIAL MADE AVAILABLE THROUGH THE SERVICE. BY ACCESSING OR USING THE SERVICE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.
NOTWITHSTANDING THE FOREGOING, THESE DISCLAIMERS DO NOT EXCLUDE ANY PRODUCT LIABILITY CLAIMS, STATUTORY CONSUMER RIGHTS, DAMAGES ASSOCIATED WITH PERSONAL INJURY OR RESULTING FROM COMMUNITIES FUND INTENTIONAL MISCONDUCT, RECKLESSNESS, FRAUD, OR GROSS NEGLIGENCE.
- Limitations of Our Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMMUNITIES FUND PARTIES BE LIABLE TO YOU FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND INCLUDING ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR DAMAGES RELATING TO SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOOD-WILL, ARISING OUT OF OR IN CONNECTION WITH: (A) THE SERVICE; (B) THESE TERMS; OR (C) YOUR MISUSE OF THE SERVICE OR ANY CONTENT AVAILABLE ON OR THROUGH THE SERVICE. THE LIMITATIONS SET FORTH IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN COMMUNITIES FUND PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.
NOTWITHSTANDING THE FOREGOING, THESE DISCLAIMERS HEREIN DO NOT EXCLUDE ANY PRODUCT LIABILITY CLAIMS, STATUTORY CONSUMER RIGHTS, DAMAGES ASSOCIATED WITH PERSONAL INJURY OR RESULTING FROM COMMUNITIES FUND INTENTIONAL MISCONDUCT, RECKLESSNESS, FRAUD, OR GROSS NEGLIGENCE.
You hereby agree to defend, indemnify, and hold harmless Communities Fund Parties from and against any and all claims, liabilities, damages, losses, costs, and expenses (including, reasonable attorneys’ fees and costs) arising out of or in connection with any of the following: (1) your breach or alleged breach of these Terms; (2) your misuse of the Service; (3) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental or quasi-governmental authorities; (4) your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property, or privacy right; (5) your interactions with any third parties; or (6) any misrepresentation made by you. Communities Fund reserves the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with Communities Fund’s defense of any claim. You will not in any event settle any claim without the prior written consent of Communities Fund.
This provision does not require you to indemnify us for any unconscionable commercial practice by us or for our fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Service.
- Waiver of Injunctive or other Equitable Relief.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND, SUCH AS ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED, OR CONTROLLED BY COMMUNITIES FUND OR A LICENSOR OF COMMUNITIES FUND.
- Updates to Terms.
We reserve the right, at any time in our sole discretion, to modify or replace any part of these Terms and any applicable Additional Terms, without prior notice. You agree that we may notify you of any updated Terms and any applicable Additional Terms by posting them on the Service so that they are accessible via a link from the home page, or to send you an email to the last email address you provided to us. All such changes are effective immediately when we post them, or on such later date as may be specified in the notice of updated Terms and any applicable Additional Terms. If you object to any such changes, your sole recourse is to cease using the Service.
- Governing Law; Jurisdiction.
These Terms have been made and will be construed and enforced in accordance with the laws of the United States of America and the State of New York as an agreement wholly performed in the State of New York without regard to their conflict of law provisions and the United Nations Conventions on Contracts (if applicable).
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
- Binding Arbitration.
You and Communities Fund acknowledge that any statutory or common law claims related to intellectual property may require forms of equitable relief that are best administered by courts; accordingly, you and Communities Fund agree that, except for: (1) statutory or common law claims related to intellectual property; and (2) any claims that may be brought in small claims court where the amount in controversy is properly within the jurisdiction of such court (collectively, “Excluded Claims”), any controversy or claim arising out of or relating to these Terms, or your use the Service, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory (the “Covered Claims”), will be resolved by binding, individual arbitration. YOUR AGREEMENT TO ARBITRATION MEANS THAT FOR ALL COVERED CLAIMS, YOU ARE GIVING UP YOUR RIGHT TO FILE A LAWSUIT IN COURT AND THE RIGHT TO A TRIAL BY JURY. INSTEAD, YOU WILL HAVE A HEARING BEFORE A NEUTRAL ARBITRATOR.
|WAIVER OF CLASS ACTIONS. YOU AND COMMUNITIES FUND AGREE THAT EACH PARTY MAY BRING DISPUTES RELATING TO BOTH COVERED CLAIMS AND EXCLUDED CLAIMS AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING, WITHOUT LIMITATION, A FEDERAL OR STATE CLASS ACTION LAWSUIT OR A CLASS ARBITRATION.
- Conduct of Arbitration; Governing Rules.
Arbitrations for any disputes between us relating to the Covered Claims will be administered by the American Arbitration Association (“AAA”) in accordance with its Consumer Arbitration Rules and the Supplementary Rules for Multiple Case Filings (collectively, the “AAA Rules”). For more information about arbitration, the AAA, and the arbitration process, please consult the American Arbitration Association web site at adr.org. All issues are for the arbitrator to decide, except that issues relating to the scope, application, and enforceability of the arbitration provision–including whether any claims are Covered Claims or Excluded Claims within the meaning of this provision–are for the court to decide. New York law applies to any arbitration under this section, but the parties acknowledge that the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and, if the law allows, they can seek relief against us for you.
Prior to initiating arbitration for a Covered Claim, both parties agree that they will provide individualized written notice of the potential claim to the opposing party setting forth: (1) the factual and legal basis for the claim; (2) contact information for the potential claimant and their counsel, if any; and (3) the remedies sought, including the amount of claimed monetary damages (the “Notice”). Following receipt of the Notice by the opposing party, the parties agree to make a good faith effort for at least 30 days to resolve the claim before resorting to more formal means of resolution, including, without limitation, arbitration or any court action. To provide notice of a claim to Communities Fund, write to email@example.com or Communities Fund, Attn: Legal Department, 620 Eighth Avenue, New York, NY 10018.
Unless you and Communities Fund agree otherwise in writing, any hearings for the arbitration will take place in a location to be determined in accordance with the AAA Rules. Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules, except that if the arbitrator finds at any time that a claim was filed frivolously, for purposes of harassment, or otherwise in bad faith, then the filing party will reimburse the other party for all costs and fees, including attorneys’ fees, associated with that claim.
Judgment on the award rendered by the arbitrator may be entered in any federal or state court of competent jurisdiction located in the County of New York in the State of New York. The arbitrator may award money or equitable relief in favor of only the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To reduce the time and expense of the arbitration, the arbitrator will not provide a statement of reasons for his or her award unless requested to do so by both parties.
For all litigation regarding Excluded Claims and any other controversy or claim for which arbitration is denied, the sole jurisdiction and venue for such litigation will be an appropriate federal or state court located in the County of New York in the State of New York.
All provisions of this Dispute Resolution – Arbitration and Waiver of Class Actions Section will survive termination of these Terms of Service and the Terms of Sale, your relationship with us, and/or your account or profile.
- General Provisions.
- Consent or Approval.
No Communities Fund consent or approval may be deemed to have been granted by Communities Fund without being in writing and signed by an officer of Communities Fund.
The provisions of these Terms and any applicable Additional Terms, which by their nature should survive termination of your use of the Service, including sections on Service Use (except for the limited license), Communications, Third Parties, Waiver of Class Actions; Arbitration, Disclaimer of Representations and Warranties, Limitations of Our Liability, Indemnification, Waiver of Injunctive or Other Equitable Relief, Updates to Terms, and General Provisions, will survive termination.
- Severability; Interpretation; Assignment.
If any provision of these Terms, or any applicable Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms. You hereby waive any applicable statutory and common law that may permit a contract to be construed against its drafter. The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms. Communities Fund may assign its rights and obligations under these Terms and any applicable Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any applicable Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Communities Fund.
- Complete Agreement; No Waiver.
These Terms, and any applicable Additional Terms, reflect our complete agreement regarding the Service and supersede any prior agreements, representations, warranties, assurances, or discussion related to the Service. Except as expressly set forth in these Terms or any applicable Additional Terms: (1) no failure or delay by you or Communities Fund in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy; and (2) no waiver or modification of any term of these Terms or any applicable Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.
- International Issues.
Communities Fund controls and operates the Service from the U.S., and Communities Fund makes no representation that the Service is appropriate or available for use beyond the U.S. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or to any sale of goods carried out as a result of your use of the Service. Software related to or made available by the Service may be subject to export controls of the U.S., and, except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls or sanctions.
- Investigations; Cooperation with Law Enforcement.
Communities Fund reserves the right to investigate and prosecute any suspected breaches of these Terms. Communities Fund may disclose any information as necessary to satisfy any law, regulation, legal process, or governmental request.
- California Consumer Rights and Notices.
Residents of California are entitled to the following specific consumer rights information: you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at: 400 R St., Suite 1080, Sacramento, California, 95814, or by telephone at (916) 445-1254. Their website is located at: http://www.dca.ca.gov.