Terms of Service
Thank you for being here. Please review and abide by the Terms of Service for this site. We ask that you:
– Represent yourself truthfully
– Be respectful when commenting or participating in forums
– Enjoy the site
– Tell us and others about your experience.
Please read on for the full legal explanation of the Terms. Your use and visit to this Site constitutes your agreement with these Terms.
By using The Counter (“The Counter,” “us” and “we”) website or any of its Content (as defined in Section 9 below) and features (collectively, “Services”), you agree to the terms and conditions of use below and such other requirements that we inform you of (collectively, “Terms”).
1. Our Grant of Rights to You. You are granted a personal, revocable, limited, non-exclusive, non-transferable license to access and use the Services and the Content conditioned on your continued acceptance of, and compliance with, the Terms. You may use the Services for your noncommercial personal use and for no other purpose. We reserve the right to bar, restrict or suspend any user’s access to the Services, and/or to terminate this license at any time for any reason. We reserve any rights not explicitly granted in these Terms.
2. The Terms May Change. We may change the Terms at any time, and the changes may become effective immediately upon posting. It is your responsibility to review these Terms prior to each use of the Services and, by continuing to use the Services, you agree to all changes as well as Terms in place at the time of the use. The changes also will appear in this document, which you can access at any time.
3. Accuracy and Reliability. We do not represent or endorse the accuracy or reliability of any opinion, advice, statement, or other information displayed, uploaded, or distributed through the Services by NFE, its contributors, users, information providers or any other people or entities. You acknowledge that any reliance upon any such opinion, advice, statement, or information shall be at your sole risk. You acknowledge that we shall not be held liable for any delays, inaccuracies, errors or omissions in any Content (whether owned by us or anyone else), or in the transmission or delivery of all or any part thereof, or for any damages arising therefrom. We are not responsible for links contained within the Services to other websites. Our inclusion of links does not constitute an endorsement by NFE of the linked website or website owner, nor does it trigger any obligation, responsibility or liability on our part or of our affiliates regarding the linked website or website owner. NFE does not guarantee the confidentiality or security of any communication or other material transmitted to or from the Services over the Internet or other communication network. THE SERVICES AND ALL DOWNLOADABLE SOFTWARE ARE DISTRIBUTED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE TO THE EXTENT PERMITTED BY LAW. YOU HEREBY ACKNOWLEDGE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK.
4. The Services May Change. We may modify, suspend or discontinue any aspect of the Services at any time, including the availability of any Services feature, database, or content, or for any reason whatsoever, whether to all users or to you specifically. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.
5. Restrictions on Your Use of the Services.
A. Personal Use Only. You may not modify, publish, translate, transmit, participate in the transfer or sale of, reproduce, create new works from, distribute, perform, display, or in any way exploit, any of the Services (including content and software) in whole or in part, except that you may download, copy or store the Content and other downloadable items displayed on the Services for your own personal use only, provided that you maintain all copyright and other notices contained therein. To make any additional use of the Services or Content, please obtain prior written permission from us or the appropriate copyright-holder. You may occasionally use our “Email This” service to e-mail an article from a Service to a few individuals, without charge. You are not permitted to use this service for the purpose of regularly providing other users with access to content from a Service.
B. Violative Conduct. You shall neither use the Services in a manner that nor submit, upload, download, post, email, transmit or otherwise make available any Content (the “Submissions”) that:
- Infringes intellectual property or other rights, including copyright, trademark, publicity, privacy or moral rights;
- Defames, threatens, intimidates, offends (using pornographic, obscene, profane or abusive material) or harasses;
- Offends or derogates based on sex, race, religion, color, origin, age, physical or mental disability, medical condition or sexual orientation;
- Intentionally misrepresents, impersonates, misleads us or our customers as to any fact or suggestion contained therein and/or as to any fact or suggestion regarding you;
- Involves the framing or scraping of or in-line linking to the Services or any Content contained thereon and/or the use of webcrawler, spidering or other automated means to access, copy, index, process and/or store any Content made available on or through the Services other than as expressly authorized by us is prohibited.
- Involves or includes bulk and/or commercial messages, internet viruses, Trojan Horses, or other destructive software, forged or misrepresented message headers or titles (whether in whole or in part) to mask the originator of the message; and/or
- In our reasonable opinion, is inappropriate; adversely affects the Services, its customers, contributors, advertisers or NFE; competes with NFE; exploits the goodwill or commercial value generated by NFE; or adversely affects the manner in which we carry out our work.
6. Your Contributions. To the extent you submit to us, contribute, post, publish and/or upload material of any kind in connection with the Services (the “Submissions”), you:
A. Grant us a perpetual, nonexclusive, world-wide, royalty free, sub-licensable license to the Submissions, which includes without limitation the right for us or any third party we designate, to use, edit, copy, transmit, post, excerpt, publish, distribute, publicly display, publicly perform, create derivative works of, host, index, cache, tag, encode, modify and adapt (including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies) in any form or media now known or hereinafter developed, including any Submission provided to the Services through a third party on your behalf, with your consent, or at your instruction;
B. Grant us permission to use the Submissions in connection with promotion, marketing, advertising and soliciting for NFE or the Services online or offline and on any platform, channel or venue;
C. Acknowledge that it is within our sole discretion whether or not to make use of, reject, stop making use of or modify the Submissions for any reason; and
D. Waive any rights you may have in our altering or changing the Submissions in a manner not agreeable to you, including all moral rights you may have in any Submissions.
7. REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION. You represent, warrant and covenant that:
A. You are at least eighteen (18) years of age.
B. You will abide by the Terms.
C. You indemnify, defend and hold harmless NFE and all its officers, directors, owners, agents, lenders, information providers, affiliates, licensors and licensees (collectively, the “Indemnified Parties”) from and against any and all liability and costs, including, without limitation, reasonable attorneys’ fees, incurred by the Indemnified Parties in connection with any claim arising out of any breach by you or any user of your account of the Terms. You shall cooperate as fully as reasonably required in the defense of any such claim. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you.
8. REGISTRATION AND SECURITY.
A. You undertake to provide accurate and updated personal identification information, including (unless you receive permission from NFE) using your own first and last name as your user name in connection with any and all Submissions.
B. You undertake not to permit others to use your NFE account;
C. You undertake to safeguard and keep confidential your password and other login credentials;
D. You undertake not to select or use the password or other login credentials of another person with the intent to impersonate that person or in which another person has rights without such person’s authorization.
E. You are responsible for all usage or activity on your account, including use of the account by any third party authorized by you to use your login credentials.
F. You shall notify us by email: [email protected] of any fraudulent, illegal, abusive, or otherwise violative activity that you are aware of in connection with your account, your Submissions or the Services.
9. Proprietary Rights. The content of the Services includes, without limitation, (i) NFE’s trademarks, service marks, logos, brands, and brand names, trade dress and trade names and other distinctive identification (collectively “NFE Marks”); and (ii) information, documents, data, materials, interfaces, computer code, databases, products, services, software applications and tools, text, images, photographs, audio and video material, including podcasts, and artwork, and (iii) the design, structure, selection, compilation, assembly, coordination, expression, functionalities, applications, look and feel, and arrangement of any content contained in or available through the Services (the items identified in subsections (i) (ii) and (iii) shall be collectively referred to herein as “Content”). Content is the property of NFE, its licensors, sponsors, partners, advertisers, content-providers or other third parties and is protected by law including, but not limited to, copyright, trade secret, patent, and trademark law, as well as other state, national and international laws, treaties and regulations. The reproduction, transmission, distribution, sale, publication, broadcast, circulation or dissemination of any Content by you, or by you through any other person or entity, is prohibited unless express written consent is separately obtained from NFE or the owner of such content if NFE is not the owner. Any use of the NFE Marks without NFE’s express written consent is strictly prohibited. You may not alter, delete, obscure or conceal any copyright or other notices appearing in the Content, including any such notices appearing on any Content you are permitted to download, transmit, display, print, or reproduce from the Services.
10. Third Party Information. The Services may feature materials, information, products, and services provided by third parties. Any such information, including but not limited to articles, press clippings, opinions, advice, statements, services, offers or other information made available by third parties such as content providers and other users of the Services are those of the respective third party and not of NFE or its affiliates. NFE makes no representation with respect to, nor does it guarantee or endorse, the quality, non-infringement, accuracy, completeness, timeliness, or reliability of such third party materials, information, services or products.
11. Notice For Claims Of Intellectual Property Infringement. NFE respects the intellectual property of others, and asks our users to do the same. If you believe that your intellectual property rights have been violated, please provide the NFE’s Copyright Agent the following information:
A. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
B. a description of the copyrighted work or other intellectual property that you claim has been infringed;
C. a description of where the material that you claim is infringing is located on the site;
D. your address, telephone number, and email address;
E. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
F. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
The NFE’s Copyright Agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:
12 East 49th Street
New York, NY 10012
By e-mail: [email protected]
12. FEES AND PAYMENTS. We reserve the right at any time to charge fees for access to portions of the Services or the Services as a whole. However, in no event will you be charged for access to the Services unless we obtain your prior agreement to pay such charges. Thus, if at any time we require a fee for portions of the Services that are now free, we will give you advance notice of such fees. You may cancel your account at any time. You agree to pay the fees and any other charges incurred in connection with your account for the Services (including any applicable taxes) at the rates in effect when the charges were incurred. If your subscription includes access to areas containing premium content or services, your access to such areas may be subject to additional fees, terms and conditions, which will be separately disclosed in such areas. Unless you have paid by check, we will bill all charges automatically to your credit card. Subscription fees will be billed at the beginning of your subscription or any renewal. Generally, all fees and charges are non-refundable. We reserve the right to issue refunds or credits at our sole discretion. If we do issue a refund or credit, we are under no obligation to issue the same or similar refund in the future. We may change the fees and charges then in effect, or add new fees or charges, by giving you notice in advance and an opportunity to cancel. If you want to use a different credit card or you need to update your credit card details, please visit [email protected] to make changes. If you believe someone has accessed the Services using your user name and password without your authorization, please immediately notify us by [email protected]. You are responsible for any fees or charges incurred to access the Services through an Internet access provider or other Third Party service. All new fees, if any, will be posted prominently on our website and in other appropriate locations on the Services. You shall pay all fees and charges incurred through your account at the rates in effect for the billing period in which such fees and charges are incurred, including, but not limited to charges for any digital products or services offered for sale through the Services by us or by any other vendor or service provider. All fees and charges shall be billed to and paid for by you. You shall pay all applicable taxes relating to use of the Services through your account.
14. TERMINATION. You may terminate your account at any time by contacting us at [email protected] but all applicable provisions of these Terms will survive such termination. Upon termination, you must destroy all copies of any portion of the Sites, including any Content, in your possession. When we charge for content and services, termination of paid digital products will be governed by our Cancellation and Refund Policy. We may, in our sole discretion, terminate or suspend your access to all or part of the Services for any reason, including, without limitation, breach or assignment of these Terms of Service.
15. Governing Law. The Terms have been made in and shall be construed and enforced in accordance with New York law. Any action to enforce these Terms shall be brought in the federal or state courts located in New York City.
16. NFE AND ITS AFFILIATES AND ITS RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, ADVERTISERS, SUPPLIERS, CONTENT PROVIDERS AND LICENSORS (“THE NFE PARTIES”) WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO YOU OR ANY OTHER PERSON AS A RESULT OF YOUR ACCESS OR USE OF THE SERVICES OR SUCH CONTENT, TOOLS, MEMBER BENEFITS OR PRIZES FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES (COLLECTIVELY, THE “EXCLUDED DAMAGES”), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE NFE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE NFE PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.
19. Questions. Correspondence and all general questions should be sent to [email protected]
20. General. This Agreement contains the final and entire agreement between us regarding your use of the Services and supersedes all previous and contemporaneous oral or written agreements regarding your use of the Services. This Agreement is personal to you, which means that you may not assign your rights or obligations under this Agreement to anyone. No third party is a beneficiary of this Agreement. Our failure to enforce any provision of this Agreement or to respond to a breach by you or other parties of this Agreement shall not in any way waive our rights to subsequently enforce any term or condition of this Agreement.
21. Additional Terms and Notices. We employ cookie technology. Certain of our content, data and information providers may require us to include additional terms and conditions relating to their content and data, which will be amended to this Agreement…
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