1. ACCEPTANCE OF TERMS
Westwood One, Inc. (“Westwood One,” “we,” “us,” or “our”) welcomes you. We’re excited that you have decided to access and use www.westwoodone.com site and other websites and applications owned or operated by Westwood One or its affiliates and partners where these Terms and Conditions are posted (collectively, the “Sites”).
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
2. COMMUNITY GUIDELINES
Our community, like any community, functions best when its people follow a few simple rules. By accessing and/or using the Sites, you hereby agree to comply with these community rules and that:
- You will conduct yourself in a mature manner that lends itself to civil discourse;
- You will not use the Sites for any unlawful purpose or to engage in any commercial activities, including, without limitation, raising money; advertising or promoting a product, service, or company; or engaging in any pyramid or other multi-tiered marketing scheme;
- You will not upload, post, e-mail, transmit, or otherwise make available any content that:
infringes any copyright, trademark, or other proprietary rights of any person or entity; or
is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, invasive of another’s privacy, or promotes violence; or discloses any personal information about another person, including that person’s name, e-mail address, postal address, phone number, credit card information, or any similar information;
- You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- You will not “stalk” or otherwise harass another; and
- You will not interfere with or attempt to interrupt the proper operation of the Sites through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Sites through hacking, password mining, or any other means.
Please be aware that the majority of the content found on or through the Sites is for general audiences, but there may be certain adult or mature content. Accordingly, individuals who are less than 13 years of age should not use the Sites. If you do use the Sites, you represent and warrant that you are at least 13 years of age. If you are 13 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it.
We reserve the right, in our sole and absolute discretion, to deny you access to the Sites, or any portion of the Sites, without notice.
3. SIGN-IN NAME; PASSWORD; UNIQUE IDENTIFIERS
During the registration process for the Sites, we will ask you to create an account, which includes a unique username (“Username”), password (“Password”), and perhaps certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”). When creating your account, you must provide true, accurate, current, and complete information. Each Username and corresponding Password can be used by only one registered user. You are solely responsible for the confidentiality and use of your Username, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Sites using one or more of them. You agree to (a) immediately notify Westwood One of any unauthorized use of your Password, Username, and/or Unique Identifiers, and (b) ensure that you exit from your account at the end of each session. Westwood One reserves the right to delete or change your Password, Username, or Unique Identifier at any time and for any reason. Westwood One will not be liable for any loss or damage caused by any unauthorized use of your account.
4. FEES, PAYMENTS, AND AUTOMATIC RENEWALS
Some of our Services may be free of charge. However, charges do apply if you sign up for any of our various subscription plans (“Subscriptions”) described on the Sites. In such a case, you hereby agree that our third-party payment processors may immediately authorize your credit card (or other approved facility) for payment for any Subscriptions ordered under your Password on or through the Sites.
As set forth more fully in Section 3 above, you must keep your password strictly confidential. You are fully responsible for all activities that occur under your Password, and you agree to be personally liable for all charges incurred under your Password. Your liability for such charges shall continue after termination of this Agreement.
If you have a question about a Subscription on your credit card statement, please use the “Contact Us” section of the Site to contact customer service. In connection with any Subscription, all sales are final, and we do not accept returns or exchanges. Subject to Section 11, all payments made to us are non-refundable.
IT IS IMPORTANT TO NOTE THAT WHEN YOU SIGN UP FOR A SUBSCRIPTION (MONTHLY, QUARTERLY, ANNUALLY, OR OTHERWISE), YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW UNTIL YOU CANCEL IT. YOU MAY CANCEL AT ANY TIME BY FOLLOWING THE INSTRUCTIONS ON THE SITES, AND THE CANCELLATION WILL TAKE EFFECT AT THE EXPIRATION OF THE THEN-CURRENT TERM. AT THE END OF SUCH TERM, WE WILL SEND YOU A REMINDER E-MAIL ABOUT THE SUBSCRIPTION’S AUTOMATIC RENEWAL. AGAIN, IF YOU DO NOT CANCEL, THEN YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW UNDER THE SAME SUBSCRIPTION.
We may modify the fees at any time by posting such modification on the Sites, and any such modification shall go into effect thirty (30) days after it is so posted.
The Services may require data access, and the provider of such data access (e.g., network operator, wireless carrier, etc.) for the device through which you access the Services may charge you data access and other fees in connection with your use of the Sites and Services, including, without limitation, wireless carrier messaging and other communication, messaging, and data fees and charges, as applicable. You shall be responsible, at your sole cost and expense, for obtaining and paying for wireless access, and under no circumstances will Westwood One be responsible for any such data access fees or charges in connection with your use of the Sites or Services.
5. INTELLECTUAL PROPERTY
The Sites and all of their content including, but not limited to, audio streams, articles, other text, photographs, illustrations, graphics, product names, designs, logos, video material, and audio clips (collectively, “the Site Materials”) are protected by copyright, trademark, and other laws of the United States, as well as international conventions and the laws of other countries, and are owned by and/or licensed to Westwood One. The compilation (i.e., the collection, arrangement, and assembly) of all content on the Sites is the exclusive property of Westwood One and is protected by U.S. and international copyright laws. All software used on the Sites is the property of or is licensed to Westwood One and is protected by U.S. and international copyright laws.
Any copying, reproducing, republishing, uploading, posting (other than as contemplated in Section 6), modifying, or transmission or distribution of any Site Materials, in whole or in part, is strictly prohibited and will be considered a violation of Westwood One’s intellectual property rights and could result in legal liability and/or criminal sanction.
The trademarks, logos, and service marks displayed on the Sites (collectively, the “Trademarks”) are the trademarks of Westwood One and other parties. Nothing contained in the Sites should be construed as granting by implication, estoppel or otherwise, any license or right to use any Trademark displayed on the Sites without the written permission of Westwood One or the third party that owns the Trademarks specific for each such use. Your use of the Trademarks displayed on the Sites, or any other content on the Sites, except as provided in this Agreement, is strictly prohibited. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Trademarks inures to the Trademark owner’s benefit, whether Westwood One or a third party.
Elements of the Sites are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Site Materials may be retransmitted without our express, written consent for each and every instance.
6. USER SUBMISSIONS
Any messages, suggestions, materials, photos, works of art or authorship, ideas, or concepts that are submitted through the Sites by you (“Submitted Materials”) shall become, and remain, the property of Westwood One. You agree that any Submitted Materials, in whole or in part, may be used by Westwood One, its affiliates, licensees, and assigns for any purpose, including modification, reproduction, transmission, publication, advertising, press, publicity, broadcast, and posting in any media now known or hereafter devised. You additionally agree that Westwood One, its affiliates, licensees, and assigns are free to use any ideas, concepts, techniques, or know-how contained in any Submitted Materials you send to or post on or via the Sites for any purpose whatsoever, including, but not limited to, developing, manufacturing, marketing, and selling products and services based upon such information without any obligation to compensate you or anyone else for them. By submitting such Submitted Materials, you are assigning and transferring any and all right, title, and interest in Submitted Materials to Westwood One, including any moral rights. We shall have the right, in our sole and absolute discretion, to edit or remove any Submitted Materials, in whole or in part, which we believe violates any provision of this Agreement or for any other reason whatsoever.
Do not post your or any other person’s personal information in any message boards or other part of the Sites accessible to users, including your or their telephone number, credit card information, or home, business, or email address. Any posting of such personal information is expressly at your own risk.
7. NO WARRANTIES/LIMITATION OF LIABILITY
The Site Materials provided on the Sites are for informational and/or entertainment purposes only. Westwood One makes no warranties regarding the quality, reliability, truthfulness, accuracy, completeness, or non-infringement of any Site Materials. Unless otherwise stated expressly, any opinion, view, or idea expressed or implied in any Site Materials or any content contributed or published by visitors to or on the Sites or otherwise disseminated or sent to Westwood One or others on or via the Sites (“Visitor Content”) is the author’s own, and does not necessarily reflect the views of, Westwood One, its affiliates, or any of their respective employees, officers, directors, stockholders, agents, consultants, assignees, affiliates, partners, contractors, professional advisors, advertisers, content providers, and any and all other individuals and organizations providing services on behalf of Westwood One (collectively, the “Westwood One Parties”). You acknowledge and agree that the bloggers and other contributors that Westwood One permits to post content to the Sites are not agents of Westwood One and that Westwood One does not sufficiently edit or control statements that they make.
YOU ACKNOWLEDGE THAT THE SITES MAY CONTAIN BUGS, ERRORS, AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM FAILURES. CONSEQUENTLY, THE SITES AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE SITES OR THE SERVICES WILL OPERATE ERROR-FREE OR THAT THE SITES, THEIR SERVERS, OR THE SERVICES ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE SITES OR THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SITES OR THE SERVICES SHALL BE LIMITED TO THE GREATER OF ANY FEES YOU HAVE PAID TO US DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT OR EVENTS GIVING RISE TO ANY CLAIM OR FIFTY UNITED STATES DOLLARS ($US50).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.
THE AVAILABILITY OF THE SERVICES MAY CHANGE FROM TIME TO TIME AND FROM COUNTRY TO COUNTRY. THE QUALITY OF ANY STREAMING CONTENT MAY VARY FROM DEVICE TO DEVICE AND MAY BE AFFECTED BY A VARIETY OF FACTORS, SUCH AS YOUR LOCATION AND THE BANDWIDTH AVAILABLE THROUGH AND/OR SPEED OF YOUR INTERNET CONNECTION. PLEASE CHECK WITH YOUR INTERNET PROVIDER AND/OR WIRELESS CARRIER FOR INFORMATION ON POSSIBLE DATA USAGE CHARGES. YOU ARE SOLELY RESPONSIBLE FOR PROCURING AN INTERNET AND/OR WIRELESS CONNECTION AND FOR ALL CHARGES YOU INCUR IN CONNECTION THEREWITH. WESTWOOD ONE MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY OF YOUR LISTENING EXPERIENCE ON YOUR DEVICE.
THE SITES MAY CONTAIN INFORMATION ON CERTAIN SERVICES NOT ALL OF WHICH ARE AVAILABLE IN EVERY LOCATION. A REFERENCE TO A PARTICULAR SERVICE OR PIECE OF CONTENT ON THE SITES DOES NOT IMPLY THAT SUCH SERVICE OR CONTENT IS OR WILL BE AVAILABLE IN YOUR LOCATION. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE SITES AND/OR ADD OR REMOVE SERVICES OR CONTENT AT ANY TIME WITHOUT NOTICE.
8. EXTERNAL SITES
The Sites may contain links to third-party websites and such third-party websites may be accessible through the Sites (collectively, the “External Sites”). These links and such accessibility are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
9. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION
- You hereby represent, warrant, and covenant that:
- You own or have the necessary licenses, rights, consents, and permissions to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your Submitted Materials and any other works that you incorporate into your Submitted Materials, and all the rights necessary to grant the licenses and permissions you grant hereunder;
- Use of your Submitted Materials in the manners contemplated in this Agreement shall not violate or misappropriate the intellectual property, privacy, publicity, contractual, or other rights of any third party; and
- You shall not submit to the Sites any Submitted Materials that violates our community guidelines set forth in Section 2 above or any other term of this Agreement.
- You agree to indemnify and hold the Westwood One Parties harmless from all claims, liabilities, losses, damages, and expenses (including attorneys’ fees and expenses) arising out of or relating to (a) your breach of this Agreement; (b) your misuse of the Sites or Services; or (c) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
10. DIGITAL MILLENNIUM COPYRIGHT ACT
Westwood One respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any content, including user content, deemed to have been posted or distributed in violation of any such laws. Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:
Westwood One, Inc., 220 West 42nd Street, New York, NY 10036 Attn: General Counsel. Email: [email protected]m.
If you believe that your work has been copied on the Sites in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Sites where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) 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; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
We reserve the right, in our sole discretion, to restrict, suspend, or terminate the Agreement and your access to all or any part of the Sites or the Services, at any time and for any reason without prior notice or liability. We also reserve the right to change, suspend, or discontinue all or any part of the Sites or the Services at any time without prior notice or liability. If we terminate the Agreement or discontinue the Services without cause, we shall provide you a pro-rata refund of any pre-paid, but unused, fees you have paid us in connection with any Subscription.
12. COMPLIANCE WITH APPLICABLE LAWS
The Sites are based in the United States. We make no claims concerning whether the content of the Sites may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Sites or the content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. The Sites may contain references to products or services not available in all countries. Westwood One does not market all of its products or services in all countries. Software from any part of the Sites may be subject to U.S. and Canadian export controls.
13. CONTROLLING LAW
The Agreement and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions.
14. BINDING ARBITRATION
In the event of a dispute arising under or relating to the Agreement, the Sites, or the Services (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 16 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
15. CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
16. EQUITABLE RELIEF
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New York for purposes of any such action by us.
This Agreement constitutes the entire agreement between you and Westwood One, and supersedes all prior written or oral agreements or communications with respect to the subject matter herein. Any modifications to this Agreement must be set forth in writing and acknowledged by an authorized representative of Westwood One. Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.
Sections 5, 6, 7, 8, 9, and 11 through 17 of this Agreement shall survive any termination or expiration of this Agreement or use of the Sites. The section headings in this Agreement are for convenience only and must not be given any legal import. This Agreement may be assigned by Westwood One at any time. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial proceedings or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
The Sites are owned and operated by Westwood One, Inc., 220 West 42nd Street, New York, NY 10036. For further information about Westwood One, Inc. or the Site, please visit the “Contact Us” section of the Sites. You may have this same information sent to you by e-mail by sending a letter to Westwood One, Inc., 220 West 42nd Street, New York, NY 10036, Attn: Legal with your e-mail address and a request for this information.
© 2017 Westwood One, Inc. All rights reserved.