ICSC: International Council of Shopping Centers

Terms and Conditions

General Website Terms and Conditions

This page states the Terms and Conditions (the "General Terms" or the "Agreement") under which any User ("User") may use the ICSC Web Site located at http://www.icsc.org (the "Web Site"). Please read this page carefully. By accessing and using the Web Site, User accepts and agrees to be bound, without modification, limitation or qualification, by these Terms. If User does not accept any of the Terms stated here, User must not use the Web Site. The right to access and use the Web Site is not transferable to any person or entity. The International Council of Shopping Centers ("ICSC") may, at its sole discretion, modify or revise these Terms at any time by updating this posting. Users are bound by any such modification or revision and should therefore visit the Terms & Conditions page (http://www.icsc.org/terms-and-conditions) periodically to review the Terms.

YOUR USE OF THE WEB SITE CONSTITUTES YOUR AGREEMENT TO ALL TERMS, CONDITIONS, AND NOTICES CONTAINED HEREIN OR OTHERWISE POSTED ON THE WEB SITE.

GENERAL TERMS

Section 1. Changes
ICSC reserves the right at any time and from time to time, to modify or discontinue, temporarily or permanently, the Web Site and any and all features and sections contained therein, with notice to registered users provided via posting to the Website or email, and immediately in the event of technical difficulties. ICSC shall not be liable to any User or to any third party for any such modification, suspension or discontinuance.

Section 2. IP Rights and Ownership
The contents of the Web Site, such as text, graphics, images, audio, video and other material, as well as the underlying html source code of the Web Site ("Material") are protected by copyright under both United States and foreign laws, and are owned or controlled by ICSC or by third parties that have licensed their Material to ICSC. Unauthorized use of the Material may violate copyright, trademark, and other laws. User must retain all copyright and other proprietary notices contained in the original Material on any copy User makes of the Material. User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the Material, in whole or in part or reproduce, display, publicly perform, distribute, or otherwise use the Material in any way for any public or commercial purpose. User may download ICSC's copyrighted material for User's personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of the Material will be permitted without the express permission of ICSC and the copyright owner. In the event of any permitted copying, redistribution or publication of the Material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. User acknowledges that it does not acquire any ownership rights by downloading the Material. The trademarks, logos and service marks (the "Marks") displayed on the Web Site are owned by ICSC or third parties. User is prohibited from using those Marks without the express, written permission of ICSC or such third party. If User would like information about obtaining ICSC's permission to use the Material on Your website, e-mail icsc@icsc.org. ICSC and all related logos, whether or not registered, are trademarks belonging to ICSC. All rights reserved. All other trademarks appearing on the Web Site are the property of their respective owners.

Section 3. Links
ICSC, [or any Member] may provide links to third party websites. These links are provided solely as a convenience to User and not as an endorsement by ICSC of the contents on such third-party Web sites. ICSC is not responsible for the content of linked third-party sites. ICSC exercises no control whatsoever over such other websites and web-based resources, does not make any representations regarding the content or accuracy of materials on such third-party Web sites and is not responsible or liable for the availability thereof or the content, advertising, products or other materials contained thereon. ICSC shall not be responsible or liable, directly or indirectly, for any damage or loss incurred or suffered by any user in connection therewith. Users acknowledge their use of these third party websites is at their sole risk.

Section 4. Representations and Warranties - Liability Disclaimers
User represents, warrants and covenants that (a) User will use the Web Site for lawful purposes only (b) no materials of any kind will be submitted by User through User’s account which (i) violate or infringe in any way upon the rights of others, including but not limited to copyright, patent or trademark rights, and shall contain no material from other copyrighted or unpublished works that have been used without the written consent of the copyright owner and/or the owner of any other rights to in such other works (ii) are unlawful, threatening, abusive, defamatory, vulgar, obscene or profane, as determined in the sole discretion of ICSC, (iii) encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or (iv) contain any advertising or solicitation with respect to products or services (without the express prior written approval of ICSC). In the event of a breach of this provision, User shall defend, indemnify and hold ICSC, its officers, directors, employees and agents harmless from any and all claims or causes of action, including, attorneys' fees and court cost resulting from such breach.

User acknowledges that the Material on the Web Site may contain inaccuracies or typographical errors. ICSC makes no representations warranties or endorsements with regard to the accuracy, reliability, completeness, or timeliness of the Material or about the results to be obtained from using the Web Site and the Material. Advice received via this Web site should not be relied upon for personal, legal or financial decisions and User should consult an appropriate professional for specific advice tailored to User’s situation.

USER EXPRESSLY AGREES THAT USE OF THE WEB SITE IS AT USER'S SOLE RISK. NEITHER ICSC, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE WEB SITE WILL RUN UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEB SITE. THE WEB SITE IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS TROJAN BACK DOOR LOGIC BOMB OR ANY OTHER FORM OF MALICIOUS CODE, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. USER SPECIFICALLY ACKNOWLEDGES THAT ICSC IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH USER.

Section 5. Disclaimers of Certain Damages
IN NO EVENT SHALL ICSC AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THIS WEB SITE, THE DELAY OR INABILITY TO USE THIS WEB SITE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THIS WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THIS WEB SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ICSC OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO USER. IF USER IS DISSATISFIED WITH ANY PORTION OF THIS WEB SITE, OR WITH ANY OF THESE TERMS OF USE, USER'S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THIS WEB SITE. UNDER NO CIRCUMSTANCES SHALL ICSC BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OF THE WEB SITE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF ANY AND ALL DAMAGES INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL AND EXEMPLARY DAMAGES ARISING FROM ANY USE OF THE WEB SITE, INCLUDING ANY DAMAGES THAT MAY BE INCURRED BY THIRD PARTIES.

Section 6. Indemnity
User agrees to defend, indemnify, and hold harmless ICSC, its officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from any use of the Web Site and any Material contained therein by User or through User's account, or by User's breach of the terms of this Agreement. ICSC shall provide notice to User promptly of any such claim, suit, or proceeding and shall assist User, at User's expense, in defending any such claim, suit or proceeding. ICSC reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by User.

Section 7. User Information
ICSC is committed to maintaining User privacy. ICSC does, however, gather certain information that User provides to the Web Site. ICSC believes that by collecting this information ICSC is able to provide User with a personalized web experience, and to assist its own sales team and advertisers in efficiently reaching an appropriate audience. The information ICSC requests, is the minimum we believe necessary to achieve this goal. ICSC may use the information it obtains relating to User, including User IP address, name, mailing address, email address and use of the Web Site, for its internal business and marketing purposes and may disclose the information to authorized third parties for such purposes. For further details on ICSC's policies for using User information please read our Privacy Policy available at http://www.icsc.org/privacy-policy.

User hereby warrants and represents that it has the right to use and license the use of any materials submitted by User through the Web Site and User hereby grants to ICSC a worldwide, royalty-free, non-exclusive, perpetual license to use and distribute any such materials submitted by User through the Web Site or any other medium (including photographs, slides, power point, or other written materials) in any format at any time, including distribution on ICSC’s Web Site to be accessed by any interested party. User understands and agrees that no compensation will be due to User for these uses, reproductions or distributions of such materials and User hereby waives and releases all claims for compensation from ICSC relating to such uses.

Section 8. General
All legal issues arising from or related to the use of the Web Site shall be construed in accordance with and determined by the laws of the State of New York applicable to contracts entered into and performed within the State of New York, without respect to its conflict of laws principles. By using the Web Site, User agrees that the exclusive forum for any claims or causes of action arising out of User's use of the Web Site shall be either any state court for or within New York County in the State of New York and the United States District Court for the Southern District of New York. User hereby irrevocably waives, to the fullest extent permitted by law, any objection which User may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. 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. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. This Agreement constitutes the entire Agreement between User and ICSC with respect to the use of Web Site. Any changes to this Agreement must be made in writing, signed by an authorized representative of ICSC. The section headings used herein are for convenience only and shall not be given any legal import.

SPECIFIC TERMS

This page states the Terms and Conditions (the "Specific Terms" or the "Agreement") under which any User ("You") may use the ICSC Web Site located at http://www.icsc.org (the "Web Site"). Please read this page carefully. By accessing and using the Web Site, User accepts and agrees to be bound, without modification, limitation or qualification, by both the General Terms & Conditions for use of the ICSC site, and these additional Member Terms. If User does not accept any of the Terms stated here, he/she must not use the Web Site. The right to access and use the Web Site is not transferable to any person or entity. The International Council of Shopping Centers ("ICSC") may, at its sole discretion, modify or revise these Terms at any time by updating this posting. Users are bound by any such modification or revision and should therefore visit the Terms & Conditions page (http://www.icsc.org/terms-and-conditions) periodically to review the Terms. Each User is responsible for all use of his/her information and is responsible for maintaining the confidentiality of his/her password. These Specific Terms and Conditions incorporate the General Terms of Conditions of the ICSC site by reference. Each User hereby understands that he/she is bound by all General and Specific terms and conditions which may be implemented by ICSC from time to time. YOUR USE OF THE WEB SITE CONSTITUTES YOUR AGREEMENT TO ALL TERMS, CONDITIONS, AND NOTICES CONTAINED HEREIN OR OTHERWISE POSTED ON THE WEB SITE.

Section 1. Submissions
All information, data, text, software, music, sound, photographs, graphics, video, messages or any other materials whatsoever (collectively, "User Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such User Content originated. This means that the User, and not ICSC, is entirely responsible for all User Content that he or she uploads, posts, emails or otherwise transmits via the Web Site. No User shall transmit User Content or otherwise conduct or participate in any activities on the Web Site which, in the opinion of ICSC's counsel, are prohibited by law in applicable jurisdictions, including, without limitation, material or activities which (1) infringe any patent, trademark, copyright, trade secret or other proprietary right of any party (the "Rights"), unless User is the owner of the rights or has the express written permission of the owner to post or transmit such material to the Web Site; (2) infringe on any other intellectual property rights of others or on the privacy or publicity rights of others; (3) is obscene, defamatory, threatening, harassing, abusive, hateful, embarrassing or otherwise objectionable to another User or any other person or entity; (4) is sexually-explicit; (5) is an advertisement or solicitation of business or advocates an unsolicited or unrelated position or opinion; (6) represents any form of "chain letters" or pyramid scheme; (7) impersonates another person or entity; (8) intentionally or unintentionally violates any applicable local, state, national or international law while using or accessing the Web Site or the Materials; or (9) contains a virus, trojan, back door, logic bomb or any other form of malicious code. User warrants and represents that User has the right to use and license the use of any User Content and hereby waives all copyright, moral rights and any other right to any User Content which he/she submits, and grants to ICSC a royalty-free perpetual irrevocable non-exclusive right and license to use, reproduce, modify adapt, publish, translate perform, display and distribute such User Content, in whole or in part, worldwide and/or to incorporate it in other works in any form, media or technology now known or hereinafter developed for the full term of any copyright in such User Content, and to sublicense such rights through multiple tiers of sublicensees. User also hereby grants all other Users the right to copy, download and store his/her User Content for User's personal use. ICSC does not control User Content. ICSC has the right but not the obligation to monitor submissions by Users, and reserves the right to modify, move or remove any User Content at any time and for any reason in its sole discretion, as well as the right to terminate User access to the Website for any reason in its sole discretion including, without limitation, foul language, attempted commercial use of the Web Site, threats, discriminatory, racist or abusive language, or any behavior which is deemed objectionable by ICSC. Users are responsible for their own communications and are solely responsible for the consequences of posting any User Content. ICSC does not screen communications in advance and is not responsible for screening or monitoring material posted by Users. If notified by a User about communications that allegedly do not conform to any term of this Agreement, ICSC may investigate the allegation and determine in good faith and its sole discretion whether to remove or request the removal of the communication. ICSC has no liability or responsibility to Users for performance or non-performance of such activities. ICSC reserves the right, in its sole discretion, to restrict Users access to the Web Site for violating this Agreement or the law. ICSC also reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in ICSC's sole discretion.

ICSC DOES NOT ENDORSE, SUPPORT, REPRESENT OR GUARANTEE THE TRUTHFULNESS, ACCURACY, OR RELIABILITY OF ANY USER CONTENT OR ENDORSE ANY OPINIONS EXPRESSED BY USERS. EACH USER ACKNOWLEDGES THAT ANY RELIANCE ON USER CONTENT POSTED BY OTHER USERS WILL BE AT HIS/HER SOLE RISK.

Section 2. Registration
To gain a greater level of access, User must be authorized by ICSC and then once authorized, the User will select a password, and be assigned an ID number. Each User is expressly prohibited from using another User's ID without such person's authorization. Failure to comply with the foregoing shall constitute a breach of this Agreement, which may result in immediate termination of that User's authorization. Each User shall be solely responsible for maintaining the confidentiality of his or her password.

Each User shall notify ICSC of any known or suspected unauthorized use(s) of his/her account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of his/her confidential information.

Section 3. Communication
ICSC reserves the right to send Users electronic mail for the purpose of informing Members of changes or additions to the Web Site, this Agreement and any other service provided by ICSC.