Eli Wilner & Company Inc.
Website Terms And Conditions Of Use
The following terms and conditions (“Terms and Conditions”) govern your use of the Eli Wilner & Co. Inc. web site (the “Site”) on which they are posted. The Site is owned and operated by Eli Wilner & Co. Inc. (“Company” or “we” or “us” or “our” or other similar pronouns).
We may change the Terms and Conditions from time to time, at any time without notice to you, by posting such changes on the Site. BY ACCESSING, USING, BROWSING, OR BUYING ON THE SITE, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
Eli Wilner has authorized the use of his name as reflected in the Site, but is not responsible in any way for action by the Company or use, content or operations of or on the Site. If you do not agree to these Terms and Conditions, you may not access or otherwise use the Site.
1. Proprietary Rights. As between you and the Company, Company owns, solely and exclusively, all rights, title and interest in and to the Site, all the content (including, for example, audio, images, photographs, illustrations, text, graphics, logos, button icons, other visuals, video, copy, etc.), software, code, data and materials thereon, the look and feel, design and organization of the Site, and the compilation of the content, code, data and materials on the Site, including but not limited to any copyrights, trademark rights, patent rights, database rights, trade secrets, moral rights (including the rights of authorship and attribution and subsequent modification), sui generis rights and other intellectual property and proprietary rights (whether registered or unregistered in any jurisdiction) therein. Your use of the Site does not grant to you ownership of any content, software, code, data, or materials you may access on the Site.
2. Trademarks. The trademarks, logos, service marks and trade names (collectively the “Trademarks”) and the name “Eli Wilner” displayed on the Site or on content available through the Site are Trademarks (whether registered or unregistered) of ours and others, and rights of privacy and publicity of Eli Wilner (“Private Rights”) and may not be used unless authorized by the owner. All Trademarks not owned by us that appear on the Site or on or through the Site’s services, if any, are the property of their respective owners. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark or Private Rights displayed on the Site without our express written permission or that of the third party rights holder. Your misuse of the Trademarks or Private Rights displayed on the Site is strictly prohibited. The Company will aggressively enforce its Trademark rights and Private Rights to the fullest extent of the law, including the seeking of criminal prosecution.
3. Limited License. We offer the Site and its services only to those who may lawfully enter into and form contracts under applicable law. For example, minors are not allowed to buy or order products or perform other transactions on the Site. You agree to comply with all applicable law, statutes and regulations regarding use of the Site. You may access and view the content on the Site on your computer or other Internet compatible device, and make single copies or prints of the content on the Site for your internal use only. The Site and the services offered on or through the Site, including any content, software, code, data and materials thereon, are only for your own internal use.
4. Prohibited Use. Any commercial copying or distribution, publication or exploitation of the Site, or any content, software, code, data or materials on or from the Site, is strictly prohibited unless you have received the express prior written permission of the Company or the applicable rights holder. Other than as provided in Section 2 above, you may not download, display, copy, reproduce, reconstruct or reformulate or otherwise modify, distribute, perform, transfer, create derivative works from, sell or otherwise exploit any content, software, code, data or materials on the Site. If you make other use of the Site, or the content, software, code, data or materials thereon, except as otherwise provided above, you may violate copyright and other laws of the United States of America, one or more of the States, other countries, as well as applicable laws and may be subject to liability for such unauthorized use. The Company will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution. Eli Wilner reserves to himself the added right to prosecute to the full extent of the law any violation of the Private Rights.
5. Linking to the Site. You agree that if you include a link from any other web site to this Site, such link shall: (i) not contain any logos, but rather the hyperlink should merely read “Eli Wilner & Co. Inc.’s Web Site,” “Eli Wilner & Company,” or “Eli Wilner” in plain text, (ii) open in a new browser window; and (iii) link to the full version of an HTML formatted page of this Site. You are not permitted to link directly to any image hosted on the Site or our services, such as using an “in-line” linking method to cause the image hosted by us to be displayed on another web site. You agree not to download or use images hosted on this Site on another web site for any purpose, including, without limitation, posting such images on another site. You agree not to link from any other web site to this Site in any manner such that the Site, or any page of the Site, is “framed,” surrounded or obfuscated by any third party content, materials or branding. We reserve all of our rights under the law to insist that any link to the Site be discontinued, and to revoke your right to link to the Site from any other web site at any time upon written notice to you.
6. Third Party Web Sites. You may be able to link from the Site to third party web sites and third party web sites may link to the Site (“Linked Sites”). You acknowledge and agree that we have no responsibility for the information, content, products, services, advertising, code or other materials which may or may not be provided by or through Linked Sites, even if they are owned or operated by affiliates of ours. Links to Linked Sites do not constitute an endorsement or sponsorship by us or Eli Wilner of such web sites or the information, content, products, services, advertising, code or other materials presented on or through such web sites. Any reliance on the contents of a third party web site is done at your own risk and you assume all responsibilities and consequences resulting from such reliance. Under no circumstances will we be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to you in connection with your use of, or reliance on, any content, goods or services available on any other site. You should direct any concerns to that site’s administrator or webmaster.
7. Orders for Products and Services. We may make certain products available for purchase through the Site to visitors and registrants of the Site. You may only order products if you are 18 years old or older. You agree to pay in full the prices for any purchases you make either by credit/debit card concurrent with your online order or by other payment means acceptable to the Company. You agree to pay all applicable taxes. If payment is not received by us from your credit or debit card issuer or its agents, you agree to pay all amounts due upon demand by us, including finance charges and fees, including legal fees incurred in collecting such payment. Certain products that you purchase and/or download on or through the Site may be subject to additional terms and conditions presented to you at the time of such purchase or download.
8. Termination. The Company may terminate, change, suspend, add to or discontinue any aspect of the Site or the Site’s services at any time, in our sole discretion, and without liability to any user. The Company may restrict, suspend or terminate your use of or access to the Site and/or its services if we believe you are in breach of or are attempting to breach our Terms and Conditions or applicable law, or for any other reason without notice or liability (including, for example, if we learn that you have provided us with false or misleading information, or interfered with other users or the administration of our Site or services). The Company maintains a policy that provides for the termination in appropriate circumstances of the Site use privileges of users who are infringers of intellectual property rights.
9. Changes to Terms and Conditions and Site. The Company reserves the right, at its sole discretion, and without prior notice to you, to change, modify, add or remove any portion of these Terms and Conditions, in whole or in part, at any time, and we will post the revised version on this Site. Changes in the Terms and Conditions will be effective when posted. Your continued use of the Site and/or the services offered on or through the Site after any changes to the Terms and Conditions are posted will be considered acceptance of those changes.
10. DISCLAIMER OF WARRANTIES. THE SITE, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, CONTENT, FUNCTIONS AND MATERIALS, AND, UNLESS OTHERWISE EXPRESSLY STATED IN CONNECTION THEREWITH, IS PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE, FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, AND WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. WE DO NOT WARRANT, REPRESENT OR COVENANT THAT THE SITE OR THE SERVICES, CONTENT, FUNCTIONS OR MATERIALS CONTAINED THEREIN WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY THAT THE SITE WILL MEET USERS’ REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. THE COMPANY ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, AUDIO OR SOFTWARE FROM THE SITE. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE. WE RESERVE THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION PROVIDED ON THE SITE AT ANY TIME AND WITHOUT ANY PRIOR WARNING. WE CANNOT, AND DO NOT, GUARANTEE THE CORRECTNESS, PRECISION, THOROUGHNESS OR COMPLETENESS OF ANY OF THE INFORMATION AVAILABLE ON THE SITE, NOR WILL WE BE LIABLE FOR ANY INACCURACY OR OMISSION CONCERNING ANY OF THE INFORMATION PROVIDED ON THE SITE. WITHOUT LIMITATION OF THE ABOVE IN THIS SECTION, THE COMPANY AND ITS AFFILIATES, SUPPLIERS AND LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCTS OR SERVICES ORDERED OR PROVIDED VIA THE SITE, AND HEREBY DISCLAIM, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE IN PRODUCT OR SERVICES LITERATURE, DOCUMENTS AND OTHERWISE ON THE SITE OR IN CORRESPONDENCE WITH THE COMPANY OR ITS AGENTS. ANY PRODUCTS AND SERVICES ORDERED OR PROVIDED VIA THE SITE ARE PROVIDED BY THE COMPANY “AS IS,” EXCEPT TO THE EXTENT, IF AT ALL, OTHERWISE SET FORTH IN A LICENSE OR SALE AGREEMENT SEPARATELY ENTERED INTO IN WRITING BETWEEN YOU AND THE COMPANY OR ITS LICENSOR OR SUPPLIER.
11. LIMITATION OF LIABILITY. IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES OR CONTENT OR SERVICE PROVIDERS (COLLECTIVELY, THE “PROTECTED ENTITIES”) BE LIABLE, WHETHER IN AN ACTION BASED ON A CONTRACT INDEMNIFICATION, OBLIGATION, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), COLLATERALLY OR ARISING FROM ANY STATUTORY DUTY, PRE-CONTRACT OR OTHER REPRESENTATIONS, OR OTHERWISE, HOWEVER ARISING, FOR ANY ECONOMIC LOSSES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES, PROFITS, CONTRACTS, BUSINESS, GOODWILL OR ANTICIPATED SAVINGS) OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, YOUR PROVISION OF INFORMATION VIA THE SITE, LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL THE PROTECTED ENTITIES OR PERSONS BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE SITE. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS AND CONDITIONS OR YOUR USE OF THE SITE EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY YOU TO THE COMPANY FOR YOUR USE OF THE SITE OR PURCHASE OF PRODUCTS VIA THE SITE.
12. Indemnification. You agree to defend, indemnify on demand and keep the Company, and its officers, directors, employees and agents, including, without limitation, Eli Wilner, indemnified, and hold the Company and any of its affiliates and or related entities, and their directors, officers, employees and agents, including, without limitation, Eli Wilner, harmless from any and all claims, liabilities, costs, losses (including without limitation consequential and indirect losses) and expenses, including reasonable attorneys’ fees, arising in any way from your use of the Site or the services thereon, your placement or transmission of any message, content, information, software or other materials through the Site, or your fraudulent or deceptive acts or omissions, or breach or violation of the law (including infringement of any intellectual property or other right of any person or entity) or of these Terms and Conditions. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with the Company defense of such claim.
13. Reservation of Rights. Without limitation of the generality or content of any other of these Terms and Conditions, we expressly reserve all rights in, to and under any item or product sold or licensed to you, except only for your right to own or license, as the case may be, use, enjoy and, unless otherwise limited, sell to a third party the individual item purchased or licensed by you. By way of clarification only, you may not commercially use, exploit, copy, reproduce, reconstruct, republish or otherwise deal in any product purchased or licensed by you through the Site, and, to the contrary, the Company expressly reserves all rights to commercially sell, license or otherwise exploit any and all designs, configurations, images or other iterations of any item and components of any item purchased or licensed by you unless otherwise expressly set forth in a written contract or license executed by a duly authorized officer of the Company granting greater rights to you.
14. Miscellaneous. The Terms and Conditions and the relationship between you and us shall be governed by the laws of the State of New York, without regard to its conflict of law provisions. You agree that any cause of action that may arise under the Terms and Conditions shall be commenced and be heard in the appropriate court in the State of New York, County of New York. You agree to submit to the personal and exclusive jurisdiction of the courts located within New York County in the State of New York. Our failure to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms and Conditions by the Company must be made in writing and signed by an authorized representative of the Company specifically referencing these Terms and Conditions and the provision to be waived. Headings used in these Terms and Conditions are for convenience only and are not to be relied upon. If any provision of the Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms and Conditions remain in full force and effect. These Terms and Conditions will inure to the benefit of, and are intended to be enforceable by, the Company’s successors, assigns and licensees.