Terms of Use

Effective Date: 8/16/2014

You must read these Terms of Use and the Privacy Policy (currently located at www.thefader.com/privacy-policy) carefully. These Terms of Use are a legally binding agreement between you (“you” and/or “your” and/or “yourself”) and The FADER, Inc. (“The FADER” and/or “we” and/or “our”), and affect your legal rights and obligations. By accessing, visiting or using The FADER Website (located at www.thefader.com) or any of the other websites and webpages operated or provided by The FADER and/or its subsidiaries and affiliates (collectively, “The FADER Websites”), you agree to be bound by these Terms of Use and the Privacy Policy. If you do not agree to be bound by these Terms of Use or the Privacy Policy, you may not access, visit or use The FADER Websites.

1. Rules of Conduct


The FADER does not monitor, review, approve, pre-screen, censor or edit content posted by users of The FADER Websites to The FADER Websites and meant, by the posting user, to be publicly available. However, The FADER may, but has no obligation to, edit or remove content posted by you, without notice or liability to you, if, in The FADER’s sole discretion, it determines the need to remove or edit any content that (i) does not comply with these Terms of Use or the Privacy Policy, (ii) is harmful, objectionable or inaccurate, (iii) violates any laws or regulations, or (iv) for any other reason that The FADER determines.

You understand and agree that The FADER is not responsible or liable for the conduct of any user or for any content posted by users to The FADER Websites.

You agree to abide by the following Rules of Conduct when accessing, visiting or using The FADER Websites:

i. You shall always use true, accurate, current and complete information whenever your information (such as your name and email address) is required for interaction with The FADER Websites, unless anonymity is specifically permitted;

ii. You may not interfere with any other users of The FADER Websites;

iii. You may not use the functionality and capabilities of The FADER Websites to conduct, or solicit or encourage the performance by another of, any illegal activity or other activity which infringes or violates the rights of others;

iv. You may not post or transmit any message, data, image or program which is, in The FADER’s sole discretion, harmful, threatening, abusive, hateful, indecent, obscene or pornographic;

v. You may not use The FADER Websites in any manner designed as a solicitation, whether commercial or otherwise;

vi. You may not use any automated software program or device, such as a spider or robot or scraper, to monitor or copy any information contained on The FADER Websites;

vii. You may not post or transmit any message, data, image or program that does or may violate the property rights of others, including intellectual property rights (including, but not limited to, copyrights, trademarks and trade secrets);

viii. You may not post or transmit any message which is libelous, defamatory, tortious or which discloses private or personal matters concerning any person (yourself excluded) or other entity;

ix. You may not impersonate any person or entity, or misrepresent your affiliation with any person or entity;

x. You may not post or transmit any file which contains a virus, worm, “Trojan Horse,” or any other contaminating, harmful or destructive code.

xi. You may not tamper with, breach, bypass, circumvent, damage, reverse engineer, hack, interfere with, alter, modify or disrupt (e.g., by introducing spam, viruses, bugs, worms, spyware, malware or any other similar harmful code) The FADER Websites, any of the security or authentication measures in place on or about The FADER Websites, any servers, networks, delivery systems or service providers used by The FADER Websites, or any content uploaded to or provided on or by The FADER Websites, nor may you attempt to do any of the foregoing prohibited activities, nor may you access, or attempt to gain access to, any non-public areas of The FADER Websites, including, but not limited to, any servers, networks, delivery systems or service providers used by The FADER Websites.

2. Age Restrictions

You must be at least thirteen (13) years of age, or an emancipated minor, to access, visit or otherwise use The FADER Websites. By accessing, visiting or using The FADER Websites, you are representing and warranting that you are thirteen (13) years of age or older, or that you are an emancipated minor. If you are between thirteen (13) and eighteen (18) years of age (a “Minor”), you must have your parent(s)’ or guardian(s)’ consent and permission to use The FADER Websites. If you agree to these Terms of Use on behalf of a Minor, you are agreeing to these Terms of Use on behalf of both yourself and your Minor, and you are solely responsible for your Minor’s use of the Service.

3. Privacy

The Privacy Policy (currently located at www.thefader.com/privacy-policy) is hereby incorporated herein by reference. By accessing, visiting or using The FADER Websites, you agree to be bound by the terms of the Privacy Policy.

4. Ownership of Intellectual Property


The FADER Websites, The FADER name and logo and all content and materials, including but not limited to all graphics, photographs, images, illustrations, text, sounds, data, software, links, logos, videos, animated material, design and layout elements, available in or on The FADER Websites (collectively, “Intellectual Property”) are owned, controlled and/or licensed by The FADER or its third-party suppliers and clients, and are protected by copyrights, trademarks, service marks, patents, trade secrets, and/or other proprietary rights and the laws and treaties of the United States and other countries.

Unless expressly authorized in writing by The FADER or by our licensors, you shall not copy, reproduce, sell, license, rent, modify, distribute, transmit, broadcast, stream, display, perform, publish, adapt, edit, use, exploit, or create derivative works from such Intellectual Property. You further may not remove, alter, conceal or obscure any trademark, copyright, service mark or other proprietary or legal rights notices incorporated in or accompanying The FADER Websites or any content therein or thereon.

Reproduction, copying, redistribution or use for any commercial purpose whatsoever of any Intellectual Property is strictly prohibited without The FADER’s prior express written permission or without the express written permission by our licensors. Requests for permission for commercial use should be in writing and directed to The FADER at the mailing address at the end of these Terms of Use, attention: Legal Department, or to the respective third-party rights holder.

5. Grant of Rights

By posting or submitting information (regardless of form or type, except for Personal Data as defined in the Privacy Policy) to or on The FADER Websites, you explicitly and unconditionally (except as prohibited by law and limited by the Privacy Policy):

i. Grant The FADER, its affiliates and licensees, a non-exclusive, worldwide, perpetual, fully paid and royalty-free, transferable, sub-licensable, irrevocable right and license to use, sell, host, store, cache, reproduce, display, perform, stream, broadcast, adapt, modify, distribute, have distributed, and promote the information in any form and for any purpose; and


ii. Warrant and represent that you own, have obtained or otherwise control all of the rights and permissions to the information, and that public posting and use of such information by The FADER will not infringe or violate the rights of any third party or violate any laws.

We grant you a personal, non-commercial, revocable, non-assignable, non-sublicensable and non-exclusive right to access, visit and use the FADER Websites in the manner permitted by these Terms of Use. You may not use the Intellectual Property in any manner or for any purpose other than as expressly authorized herein.

6. Procedure for Making Claims of Copyright Infringement

FADER, its affiliates and subsidiaries respect the intellectual property rights of others, and we require our third-party content suppliers and other vendors to do the same.

If you believe that any content or materials on The FADER Websites is infringing your intellectual property rights, please contact The FADER’s copyright agent in writing at the mailing address listed below pursuant to Title 17, United States Code, Section 512(c)(3) (the “Digital Millennium Copyright Act”). Any such notice must be in writing and must include (i) a detailed identification of what material(s) you allege to be infringed, (ii) identification of the material(s) you allege is infringing and its location (including the URL) on The FADER Websites, (iii) a statement to the effect that there is a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law, (iv) a statement by the author of such notice, made under penalty of perjury, that the above information in such notice is accurate and that such author is the copyright owner or authorized to act on the copyright owner’s behalf, and (v) the electronic or physical signature of the author of such notice, including such author’s name, address, telephone number, and email address.

The FADER’s agent for copyright issues relating to The FADER Websites is as follows:

The FADER
Attn: Copyright Agent / Legal Department
71 West 23rd Street, Floor 13
New York, NY 10010
dmca@thefader.com

7. Third-Party Websites


As a convenience to you, The FADER Websites may produce automated search results and may provide links to third-party websites (“Outside Site(s)”). Outside Sites are not under the direct or indirect control or direction of The FADER, and you acknowledge and agree that The FADER is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such Outside Sites. The existence of, or links to, Outside Sites does not imply sponsorship or endorsement of the Outside Site, or its content, by The FADER. You expressly relieve The FADER from any and all liability resulting from your access or use of any Outside Site.

8. Disclaimer of Warranties

YOU UNDERSTAND AND AGREE THAT ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE FADER WEBSITES FOR YOUR USE (THE “CONTENT”) ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES OR REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, THE FADER, THE FADER’S PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, BUSINESS PARTNERS, LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND FREEDOM FROM COMPUTER VIRUS. THE FADER, THE FADER’S PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, BUSINESS PARTNERS, LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE, CORRECT OR FREE OF DEFECTS OR ERRORS; THAT THE FADER WEBSITES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT YOUR USE OF THE FADER WEBSITES IS SOLELY AT YOUR OWN RISK. BECAUSE SOME JURISDICTIONS DO NOT PERMIT EXCLUSION OF CERTAIN WARRANTIES, THIS PARAGRAPH MAY NOT APPLY, OR MAY BE LIMITED IN ITS APPLICATION, TO YOU.

9. Limitation of Liability


YOU UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL THE FADER, ITS PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, BUSINESS PARTNERS, LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS OR LICENSORS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT, DIRECTLY OR INDIRECTLY, FROM YOUR USE OF, OR INABILITY TO USE, THE FADER WEBSITES. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS OR THEORY OF LIABILITY, EVENa IF THE FADER, ITS PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, BUSINESS PARTNERS, LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS OR LICENSORS, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION CONTAINED IN THIS PARAGRAPH, THE FADER’S LIABILITY IN SUCH JURISDICTIONS MAY BE LIMITED TO THE EXTENT PERMITTED BY LAW. UNDER NO CIRCUMSTANCES WILL THE FADER’S TOTAL LIABILITY TO YOU FOR ANY AND ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNTS (IF ANY) YOU PAID TO THE FADER FOR USE OF THE FADER WEBSITES DURING THE ONE (1) MONTH PERIOD PRIOR TO THE DATE YOUR CLAIM AROSE. TO THE EXTENT THAT ANY LAWSUIT IS PERMITTED UNDER THESE TERMS OF USE, YOU AGREE THAT ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATED TO THESE TERMS OF USE, YOUR USE OF THE FADER WEBSITES OR YOUR RELATIONSHIP WITH THE FADER MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, YOUR CLAIM IS PERMANENTLY BARRED.

10. Indemnification


To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless The FADER, its parents, subsidiaries, affiliates, successors, assigns, business partners, and their respective officers, directors, employees, shareholders and agents, from and against any and all damages, losses, liabilities, settlements, and claims of whatever nature, and expenses, including reasonable attorneys’ fees and costs, that arise from or are in any way connected to your use, misuse or alleged misuse of The FADER Websites, or your breach or alleged breach of these Terms of Use. The FADER reserves the right, in its sole discretion, to assume the exclusive defense and control of any matter subject to indemnification by you hereunder, and in the event of such election, you agree to fully cooperate with The FADER in asserting any available defenses.

11. Legal Compliance


The FADER makes no representation that the content on The FADER Websites is appropriate or available for use in locations outside the United States, and accessing The FADER Websites from jurisdictions outside the United States where such content is illegal is prohibited. You understand and agree that your access and use of The FADER Websites is at your own initiative and risk, and in compliance with, and pursuant to, the laws of the jurisdiction from where you initiate such access and/or the laws of the jurisdiction where you access, visit or use The FADER Websites.

12. Modifications

The FADER reserves the right, in its sole discretion and without liability to you, to update, modify or revise these Terms of Use and The FADER Websites without notice to you. You understand and agree that it is solely your responsibility to visit this page (www.thefader.com/terms-of-use) periodically to learn of changes and updates to these Terms of Use. Your continued use of The FADER Websites following the posting of any changes to these Terms of Use constitutes acceptance by you of such changes. Your use of a particular website or web page included within The FADER Websites may also be subject to additional terms, conditions and notices governing specific services, features or offers listed on such particular website or web page (“Additional Terms”). In the event that any of the terms contained herein conflict with the Additional Terms, then the Additional Terms shall control unless expressly stated otherwise within the Additional Terms.

13. Termination

The FADER reserves the right, in its sole discretion and without notice or liability to you, to terminate your access to all or part of The FADER Websites, to block your future access to all or part of The FADER Websites and/or to seek such other additional relief as The FADER, in its sole discretion, shall determine, if we determine that you have used The FADER Websites in a manner inconsistent with these Terms of Use or the Privacy Policy, or for any other reason in The FADER’s sole discretion.

Except as otherwise provided herein and in the Privacy Policy, you may terminate these Terms of Use at any time by permanently ceasing all use of or access to The FADER Websites. All provisions of these Terms of Use that by their nature should survive termination (including but not limited to ownership provisions, warranty disclaimers and limitations of liability) shall survive termination.

14. Governing Law and Forum


These Terms of Use shall be governed by, enforced and be construed in accordance with the laws of the State of New York, excluding its provisions as to choice of law or conflict of laws. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms of Use or your use of The FADER Websites shall be the federal or state courts in and for the State, City and County of New York, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action, and waive any argument of inconvenient forum.

15. Miscellaneous

These Terms of Use do not create a partnership, joint venture, employment or agency relationship between you and The FADER, and you have no authority to bind The FADER in any way. The FADER shall have the right to assign these Terms of Use or any of The FADER’s rights hereunder in whole or in part to any third party. You may not assign these Terms of Use without The FADER’s express prior written consent. Except as otherwise explicitly stated herein, all notices to us shall be in writing and shall either be served by certified or registered mail (return receipt requested) or via overnight express mail delivery service with confirmation of receipt (such as Federal Express), in each case with all charges prepaid. Notices shall be deemed effective when received by the party notified. We may give you notice electronically, either (i) by email, or (ii) by posting such notice on The FADER Websites. These Terms of Use constitute the entire agreement between you and The FADER with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals whether oral, written, or electronic between you and The FADER with respect to The FADER Websites and the content thereof. If any part of these Terms of Use shall be held invalid or unenforceable by a court or other governmental body of competent jurisdiction, such portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions shall remain in full force and effect. The section headings and captions used in these Terms of Use are used for reference and convenience purposes only and shall not be used to construe or interpret these Terms of Use. No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and The FADER’s failure to assert or enforce any provision or right under these Terms of Use shall not be construed as a waiver of such provision or right. By accessing, visiting or using The FADER Websites, you warrant that you have legal capacity to enter into the agreement set out in these Terms of Use.

16. Communicating with The FADER


The FADER is happy to receive comments and suggestions to improve these Terms of Use and the Privacy Policy. If you would like to communicate your comments or suggestions, you are encouraged to contact us by writing at:

The FADER
Attn: Terms of Use / Legal Department
71 West 23rd Street, Floor 13
New York, NY 10010

ToUconcern@thefader.com

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