1. Acceptance of the Terms and Conditions.
1.3 When you visit this Web Site and send emails to us, you are communicating with us electronically and thus consent to receive communications from us electronically. We will communicate with you by email or by posting notices on this Web Site.
1.4 Your access to and use of the Web Site is also subject to the Institute's Privacy Statement located at http://www.milkeninstitute.org/privacy.taf, the terms and conditions of which are hereby incorporated by reference.
2. Use of the Web Site and Content.
This Web Site contains material, including but not limited to software, text, graphics, videos, data compilations, reports, articles, and images (collectively referred to as the "Content"). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third-parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use, copy, modify, or display the Content except as permitted under this Agreement. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any commercial purpose.
2.2 Subject to the foregoing paragraph, you may copy, reprint, distribute, or otherwise display Milken Institute electronic reports and articles on the condition that you attribute those materials to the Milken Institute and the author(s) of these reports or articles and provide a link to the website of the Milken Institute (www.milkeninstitute.org). Consistent with this authorization, these reports and articles will frequently be marked and made available under the terms and conditions of the Creative Commons Attribution-NonCommercial-NoDerivs 3.0 Unported License (hereinafter the "Creative Commons License"), available at http://creativecommons.org/licenses/by-nc-nd/3.0/ . To the extent that reports and articles are marked and made available under the terms and conditions of the Creative Commons License, those terms and conditions are hereby incorporated by reference. In the event of any conflict between the terms and conditions found in this Agreement and the terms and conditions of the Creative Commons License, the terms and conditions found in this Agreement shall prevail.
2.3 The trademarks, service marks, and logos of the Institute (the "Institute Trademarks") used and displayed on this Web Site are registered and unregistered trademarks or service marks of the Institute. Other company, product, and service names located on the Web Site may be trademarks or service marks owned by third-parties (the "Third-Party Trademarks", and, collectively with the Institute Trademarks, the "Trademarks"). Nothing on this Web Site or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Web Site without the prior written consent of the Institute specific for each such use. The Trademarks may not be used to disparage the Institute or the applicable third-party, the Institute's or third-party's products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any web site is prohibited without the Institute's prior written consent. All goodwill generated from the use of any Institute Trademark shall inure to the Institute's benefit.
2.4 You agree not to: (a) take any action that imposes an unreasonable load on the Web Site's infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Web Site or any activity being conducted on the Web Site, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Web Site, or (4)?delete or alter any material posted on the Web Site by the Institute or any other person or entity.
2.5 You are granted a limited, revocable, and nonexclusive right to create hyperlinks to the home page or other internet pages of the Milken Institute so long as any links do not portray the Milken Institute, its affiliates, or their Content in a false, misleading, derogatory, or otherwise offensive manner. You may not use any of the Milken Institute's logos or other proprietary graphics or trademarks as part of the link without express written permission.
2.6 To the extent that the Web Site contains links to third-party web sites ("External Sites"), these links 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 any materials on such External Sites. You should take precautions when downloading files from all web sites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.
2.7 Certain elements of the Web Site 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, except as otherwise expressly permitted by Section 2.1 of the Agreement. Except for as provided in paragraph 2.2, none of the Content for this Web Site may be retransmitted without the express written consent from the Institute for each and every instance.
2.8 Visitors to the Milken Institute Web Site may submit or post reviews, suggestions, ideas, comments, questions, or other information concerning Web Site content, so long as the submission or post is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam." You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of the content. The Milken Institute reserves the right (but not the obligation) to remove or edit such content.
If you do post content or submit material, you grant Milken Institute and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Milken Institute and its affiliates and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify Milken Institute or its affiliates for all claims resulting from content you supply. The Milken Institute has the right but not the obligation to monitor and edit or remove any activity, post, or content. The Milken Institute takes no responsibility and assumes no liability for any content posted by you or any third party.
By visiting sections of the Web Site that contain user-submitted content, you acknowledge and understand that the opinions posted on the Web Site are solely those of the authors and not of Milken Institute, its officers, staff, board, funders, or organizations with which they may have a relationship.
3. Limitation of Liability and Disclaimer of Warranties.
3.1 THE INSTITUTE, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE "INSTITUTE PARTIES") MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. THE INSTITUTE PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE WEB SITE AND THE CONTENT AT YOUR OWN RISK.
THE INSTITUTE PARTIES DO NOT WARRANT THAT THE WEB SITE WILL OPERATE ERROR FREE OR THAT THE WEB SITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE WEB SITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO INSTITUTE PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.
THE WEB SITE AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE INSTITUTE PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
3.2 IN NO EVENT SHALL ANY INSTITUTE PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEB SITE AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH INSTITUTE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3.3 Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF THE INSTITUTE PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You agree to defend, indemnify, and hold harmless the Institute Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use or misuse of the Content or Web Site. The Institute shall provide notice to you of any such claim, suit, or proceeding. The Institute reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting the Institute's defense of such matter.
5. Termination of the Agreement.
5.1 The Institute reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Web Site or the Content at any time and for any reason without prior notice or liability. The Institute reserves the right to change, suspend, or discontinue all or any part of the Web Site or the Content at any time without prior notice or liability.
5.2 Sections 2?(Use of the Web Site), 3?(Limitation of Liability and Warranty), 4?(Indemnification), 5?(Termination of Agreement), and 8?(Miscellaneous) shall survive the termination of this Agreement.
6. User Must Comply with Applicable Laws.
6.1 This Web Site is based in Santa Monica, California. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Web Site 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.
6.2 The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.
Any dispute relating in any way to your visit to the Web Site or to products you purchase through the Web Site shall be submitted to confidential arbitration of our choosing except that, to the extent you have in any manner violated or threatened to violate Milken Institute's intellectual property rights, Milken Institute may seek injunctive or other appropriate relief in any state or federal court in the State of California, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.
8. U.S. Government Restricted Rights.
The Content is provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Web Site or Content by the Government constitutes acknowledgement of our proprietary rights in the Web Site and Content.
This Agreement is governed by the internal substantive laws of the State of California, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the City of Los Angeles in the State of California. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Failure of the Institute 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 the Institute unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by the Institute and you, this Agreement constitutes the entire Agreement between you and the Institute with respect to the subject matter, and supercedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by you to the Web Site might be publicly accessible. Important and private information should be protected by you. The Institute is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.