Terms & Conditions — Times Square Billboard

Terms of Service Agreement

The following terms and conditions (“Terms of Service” or “Agreement”) constitute a legal agreement between you, the user (“You,” “Your,” or “User”), and us, Welcome to Times Square d/b/a The People’s Platform (“Us,” “We,” “Our”). By accessing, browsing, or submitting information at www.timessquarebillboard.com (“Website”), or otherwise using our services, you are acknowledging that you have read, understood, and agree to comply with and be bound by these Terms of Service and our accompanying Privacy Policy (available at: www.timessquarebillboard.com/privacy-policy) without modification of any terms, conditions, and notices. If you do not accept these terms, do not use our services.

IF YOU ARE UNDER THE AGE OF 18, YOU MUST HAVE A PARENT AND/OR GUARDIAN REVIEW THESE TERMS AND AGREE TO THEM ON YOUR BEHALF. OTHERWISE, YOU MAY NOT USE OUR SERVICES.

Description of the Services

Welcome to Times Square provides users, such as You, with an online platform through which you may submit certain content, such as images, to be displayed on our associated billboard – i.e., “New York’s Favorite Billboard” (“Billboard”) – located in Times Square, Manhattan, New York (“Services”). Accordingly, by using our Services, you may easily make your trip to Times Square special, such as by sending a message to your loved ones, memorializing a special event, or sharing your experience in Times Square.

Please understand, however, that our Services constitute a public display that may be seen, read, heard, captured, or otherwise experienced by numerous people, including people of different ethnicities, backgrounds, ages, and beliefs. Accordingly, these Terms of Service not only address the manner in which we will provide our Services to You, but also outline certain content-based guidelines directed to the content you ask us to post to the Billboard. We kindly request that you carefully read all of the provisions found in these Terms of Service and follow all content-based guidelines recited in this Agreement. Simply put, we kindly request the content you ask us to post to our Billboard is respectful to all who may see it.

Although we encourage your creativity and voice, please note that under no circumstances will we be liable for any consequences stemming from your content. You, and You alone are ultimately responsible for your content.

Your Purchases

By using our Services, You hereby acknowledge and understand our Services are provided on an “as is” basis, as discussed in greater detail below. Further, You hereby acknowledge all purchases you make regarding our Services are non-refundable and non-cancellable. As such, all sales relating to our Services are final. While we may choose to issue a cancellation and/or refund in certain circumstances upon your request, any such decision shall be unequivocally made according to our sole discretion.

User Content

As previously stated, our Services constitute facilitating the display of Your content on our Billboard. Your content may comprise, for instance, pictures (“Your Content”), which You may upload to our Website or any other associated platform and/or mobile application.

Content Restrictions

Because our Services pertain to the display of Your Content, we have certain content-based restrictions pertaining to the type of content you may submit (“Content Restrictions”). By using our Services, and by requesting we display Your Content on our Billboard, You hereby explicitly acknowledge and agree to follow and comply with all of our Content Restrictions. Such Content Restrictions include, without limitation:

  • Your Content shall not be defamatory, harassing, threatening, bigoted, hateful, violent, vulgar, obscene, pornographic, lewd, indecent, or otherwise offensive in any manner;
  • Your Content shall not promote, encourage, or otherwise incite any conduct that may be defamatory, harassing, threatening, bigoted, hateful, violent, vulgar, obscene, pornographic, lewd, indecent, or is otherwise offensive in any manner;
  • Your Content shall not contain anything promoting, displaying, or otherwise advertising for any production of live theater, whether to be performed in New York or otherwise;
  • Your Content shall not display unsolicited promotional or commercial content or other unwanted or mass solicitations, unless You receive explicit written approval from Us;
  • Your Content shall not constitute an infringement upon the valid intellectual property rights of another, whether comprising trademarks, copyrights, patents, trade secrets, or otherwise;
  • Your Content shall not consist of videos, and shall not contain any overlaid text of any manner, unless explicitly stated otherwise in these Terms of Service;
  • Your Content may include an image of a minor, provided such image follows all other content restrictions recited herein, and further provided you acknowledge and agree that we are not responsible for what happens to such image after we display the same through our Services; and
  • Your Content shall include an affirmative statement, indication, and/or notice that You are the owner of the intellectual property associated with Your Content.

As previously stated, Your Content is Your responsibility. Thus, by submitting Your Content, You necessarily and explicitly are agreeing to comply with all of the above Content Restrictions. Your failure to comply with our Content Restrictions will necessarily be deemed as Your material breach of the terms of this Agreement. In the event You do not have the right to display Your Content, such as if Your Content infringes upon the intellectual property rights of another, You hereby acknowledge and agree that all claims, judgments, damages, and costs associated with Your Content shall be your sole responsibility.

Newsletter

By using Our Services, you hereby consent to the receipt of a newsletter and/or other similar communications through the email or other contact information you provide to Us. The aim of such a newsletter or other communications is to keep you informed of Our Services and other marketing-related purposes. The receipt of such a newsletter or other communications is not mandatory and you may choose to opt-out of the receipt of the same at any time. Such opt-out procedures will be provided to You in such newsletter and/or other communications.

In accordance with our Privacy Policy, your consent to receive such a newsletter and/or other communications will not result in the sharing of your personal information with any other third-party.

We reserve the right to change, modify, or discontinue such a newsletter and/or other communication at any time, without notice to you. All such newsletters and/or other communications shall be subject to these Terms of Service.

Intellectual Property

As previously stated, Our Services are designed to let you upload, submit, and ultimately share Your Content through Our Billboard. You understand that You have no obligation to provide any content to Us, and that Your Content provided to Us was made by Your choice alone. If You do choose to provide Us with Your Content, please make sure it is lawful to do so.

Our Intellectual Property

Welcome to Times Square and New York’s Favorite Billboard, and any other service marks and trademarks, including our logos and the “look and feel” of our Website, are our intellectual property and are protected by trade dress, trademark, unfair competition, copyright, and other laws, and may not be copied or imitated in whole or in part. No logo, graphic, sound, or image relating to our Services may be copied, transmitted, or used in any manner. Nothing in this Agreement shall be construed as providing You with a license to use any of our intellectual property, all right and title of which shall remain solely owned by Welcome to Times Square.

Your Intellectual Property

Your Content is Yours, and always will remain Yours. Therefore, by using Our Services, You will retain any and all intellectual property rights relating to Your Content. However, because Our Services will display Your Content on Our Billboard, we need your permission to display Your Content, and that permission comes in the form of a temporary, revocable license.

Specifically, by using Our Services and requesting Us to display Your Content on Our Billboard, You hereby agree to provide Us with a non-exclusive, royalty-free, and revocable license to publish, publicly perform, or publicly display Your Content for the sole purpose of displaying Your Content on Our Billboard. In so doing, You understand we may need to host, reproduce, distribute, and/or create derivative works from Your Content in order to ensure the same is properly displayed on Our Billboard; thus, the foregoing license grant extends to these rights as well.

Further, You acknowledge and agree that, by using Our Services, Your Content will be viewed, and possibly photographed, copied, distributed, transmitted, or used by third parties. As such, You hereby acknowledge and agree that we are unable to prevent the actions of third parties with respect to Your Content, and that we shall not be responsible for what happens to Your Content after we display the same.

Please note that You may, at any time and for any reason, revoke the foregoing license grant. In such case, we will not display Your Content on Our Billboard. Also, please note the foregoing license grant is merely temporary, and shall extinguish once we display Your Content on Our Billboard.

Copyright Policy

We have adopted and implemented a policy that provides for termination, in appropriate circumstances, of users and orders who infringe upon the rights of copyright holders. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. § 512:

  1. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  3. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  4. information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
  5. a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  6. a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Our Copyright Agent for notice of claims of copyright infringement regarding Our Services can be reached at:

Copyright Agent
Malloy & Malloy, P.L.
2800 S.W. 3rd Ave
Miami, FL 33129
Tel: 305-858-8000
Fax: 305-858-0008
Email: DMCA@malloylaw.com

Please be advised that if you materially misrepresent that any material is infringing, you will be liable for any damages, including costs and attorneys’ fees, incurred as a result of such allegations under 17 U.S.C. §512(f).

Disclaimers

THE SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. WE DO NOT WARRANT THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. WE DO NOT WARRANT THE ACCURACY, INTEGRITY OR COMPLETENESS OF THE CONTENT PROVIDED ON THE SERVICES OR THE PRODUCTS OR SERVICES OFFERED FOR SALE ON THE SERVICES. FURTHER WE MAKE NO REPRESENTATION THAT CONTENT PROVIDED ON THE SERVICES IS APPLICABLE OR APPROPRIATE FOR USE IN LOCATIONS OUTSIDE OF THE UNITED STATES. WE SPECIFICALLY DISCLAIM WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, RELATED TO THE SERVICES AND ANY MATERIALS, DATA, OR INFORMATION CONTAINED ON THE SERVICES, OR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SERVICES OR ANY LINKED SERVICES.  NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY US, SHALL CREATE A WARRANTY.

Limitation of Liability

YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO RELIANCE BY A USER ON ANY INFORMATION OBTAINED AT THE SERVICES, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, INCLUDING, WITHOUT LIMITATION, COMPUTER “VIRUSES”, “WORMS”, “BUGS”, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO OUR RECORDS, PROGRAMS OR SERVICES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF WELCOME TO TIMES SQUARE HAS BEEN ADVISED OF OR SHOULD HAVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT YOU PROVIDE TO US, WHETHER DISPLAYED ON OUR BILLBOARD OR OTHERWISE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL WELCOME TO TIMES SQUARE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE LESSER OF THE FEES YOU PAID FOR OUR SERVICES OR THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Indemnity

You hereby agree to indemnify, hold harmless, and defend us and all related parties from and against any and all claims, lawsuits, or other proceedings, and reimburse all expenses, costs, reasonable attorney’s fees, judgments, damages, and other liabilities resulting from the same claims, lawsuits, or other proceedings which arise or result from these Terms of Service, including, but not limited to your use of our Services and/or Your Content. For instance, in the event a claim is made pertaining to Your Content, such as a claim relating to the infringement of another’s intellectual property rights, You hereby agree to indemnify, hold harmless, and defend us from such claim, as well as reimburse all expenses, costs, reasonable attorney’s fees, judgments, damages, and other liabilities stemming from the same. Notwithstanding the foregoing, we retain the exclusive right to settle, compromise and pay any and all claims, demands, proceedings, suits, actions or causes of actions which are brought against us and in no event shall you settle any such claim without our prior written approval.

Choice of Law and Forum

The Terms of Service will be governed by the law of the State of Florida, without regard to the conflict of laws principles thereof. Any dispute arising from our conduct or offering of our Services, these Terms of Service, or the associated Privacy Policy (available at: (www.timessquarebillboard.com/privacy-policy) will be resolved in the United States District Court for the Southern District of Florida. By using our Services, You hereby agree to submit to jurisdiction in the foregoing forum.

Waiver of Right to Jury Trial

EACH PARTY WAIVES ALL RIGHTS TO ANY TRIAL BY JURY IN ALL LITIGATION RELATING TO OR ARISING OUT OF THESE TERMS OF SERVICE.

Modifications

We reserve the right to make changes to these Terms of Service at any time, provided we give you reasonable notice of such revisions. By continuing to use the Services after such notification, you agree to be bound by any such revisions.

These Terms of Service were last updated on July 29, 2022.

Severability

If any provision of the Terms of Service is held invalid or unenforceable by any court of competent jurisdiction or as a result of future legislative action, such holding or action shall be strictly construed and shall not affect the validity or effect of any other provision of the Terms of Service.

Entire Understanding

These Terms of Service, and any other terms, documents, and/or agreements expressly incorporated herein represent the entire understanding between You and Welcome to Times Square regarding the subject matter expressed herein. To the extent there are any conflicts between these Terms of Service or any other agreement and/or understanding between You and Welcome to Times Square, it is expressly agreed these Terms of Service shall be controlling, unless explicitly and unequivocally stated in a separate, written agreement.