Terms of Use

Thank you for visiting a website (the “Site”) owned and operated by the Joan Ganz Cooney Center for Educational Media and Research, Inc. (“Cooney Center”), an affiliate of Sesame Workshop. Through this Site, the Cooney Center aims to extend its mission to foster innovation in children’s learning through digital media. We offer this Site to you and your children, as applicable (referred to as “you” or “user”) under the Terms of Use described below. By using and accessing this Site, you are agreeing to these Terms of Use, which will be considered a binding, legal agreement (referred to as “Terms of Use” or “Agreement”) between you and Cooney Center (also referred to as “we,” “us” or “our”). If you do not agree to these terms, please discontinue your use of this Site immediately.

We reserve the right, in our sole discretion, to change these terms at any time by publishing a revised version of these Terms of Use on this Site. You are responsible for regularly reviewing these Terms of Use. Continued access to and use of this Site following any such change means you accept and will abide by the changes.

 

Ownership of Site

This Site is owned and operated by Cooney Center, a nonprofit educational organization with charitable, tax-exempt status with offices at 1900 Broadway, New York, NY 10023, USA, 212-595-3456, cooney.center@sesameworkshop.org. Cooney Center and/or its parent, subsidiaries, affiliated companies, distributors, vendors, contractors, licensors and/or licensees (collectively “Cooney Parties”) own the copyright in all elements of this Site and all related intellectual property rights, including, but not limited to, all trademark rights, patent rights and moral rights. The elements of this Site (collectively, “Site Content”) include without limitation the content, software, code, data, art, graphics, animation, photographs, images, text, music, sound effects, all audio and audiovisual elements, look-and-feel, design, layout, organization, presentation, user interface, navigation, trade dress and stylistic convention of the Site. Your use of the Site does not give you ownership of any Site Content.

 

Trademarks

All trademarks, logos, service marks and trade names displayed on the Site or on Site Content are registered or unregistered trademarks of Cooney Center and/or the Cooney Parties and/or others, and may not be used unless authorized by the Trademark owner. All Trademarks not owned by us that appear on the Site, 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 displayed on the Site.

 

Use of Site Content

Except as specifically stated on the Site, you may access and view the Site Content only for your personal, noncommercial use on a personal computer or other Internet compatible device to enable you to use the Site, provided that you do not remove or alter any copyright or other legal notices from any Site Content. You may not (except where we have given you express permission to do so or you are otherwise permitted to do so by law) modify, copy, distribute, download, upload, post, broadcast or transmit, display, disassemble, perform, reproduce, publish, license, decompile, reverse engineer, create derivative works from, transfer, sell or make other use of any of the Site Content. Any use of the Site Content, other than as explicitly permitted in this paragraph, is unauthorized and may be a violation of copyright or other proprietary rights or other applicable federal or state laws of the United States or other countries.

 

Consideration

You acknowledge and agree that your access to and use of the Site, the Site Content and the services provided through the Site are valuable benefits that you receive by agreeing to and complying with the terms and conditions of this Agreement.

 

User Submissions

We do not ask for nor do we wish to receive any confidential, secret or proprietary information or other material from you through the Site, by email or in any other way. If you post, upload, transmit or submit any materials, content, information or ideas to Cooney Center (“Your Content”), (i) you represent and warrant that Your Content is original to you, that no other party has any rights to Your Content, and that any “moral rights” in Your Content have been waived, and (ii) you grant to Cooney Center a non-exclusive, fully-paid, royalty-free, unrestricted, perpetual, irrevocable, fully transferable, assignable and sublicensable and worldwide license in all current and future media to reproduce, modify, adapt, publish, publicly perform and display, distribute, sublicense, create derivative works from, sell and otherwise use Your Content for any purpose Cooney Center chooses, commercial or otherwise, in its sole discretion, without any compensation to you and in accordance with our Privacy Policy. We cannot be responsible for maintaining Your Content that you provide to us, and we may delete or destroy Your Content at any time.

 

User Information

During the course of your use of the Site, you may be asked to provide certain personalized information to us (such information referred to herein as “User Information”). Our information collection and use policies with respect to the privacy of such User Information are set forth in our Privacy Policy, which is incorporated by reference into these Terms of Use. You acknowledge and agree that you are solely responsible for the accuracy and content of User Information, and you agree to keep it up to date.

 

Prohibited User Conduct

You warrant and agree that, while accessing or using the Sites, you will not:

  • impersonate any person or entity or misrepresent your affiliation with any other person or entity, whether actual or fictitious, including anyone from the Site or Cooney Center or the Cooney Parties;
  • insert your own or a third party’s advertising, branding or other promotional content into any of the Site Content, materials or services;
  • obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through the Site through any means, including through means not intentionally made publicly available or provided for through the Sites;
  • engage in spidering, “screen scraping,” “database scraping,” harvesting of email addresses or other personal information, or any other automatic or unauthorized means of accessing, logging-in or registering on the Site, or obtaining lists of users or other information from or through the Site, including, without limitation, any information residing on any server or database connected to the Site;
  • use the Site or its features and services in any manner that could interrupt, damage, disable, overburden or impair the Site or interfere with any other party’s use and enjoyment of the Site, including, without limitation, sending mass unsolicited messages or “flooding” servers with requests;
  • use the Site or its services in violation of the intellectual property or other proprietary or legal rights of Cooney Center or the Cooney Parties or any third party;
  • use the Site or its services in violation of any applicable law; or
  • attempt (or encourage or support any one else’s attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Site or its services.

You alone are responsible for the content and consequences of any of your activities while you are visiting or using the Site.

 

Links From This Site to Third Party Sites
As a convenience for users, this Site may contain links to Internet sites maintained by third parties. Cooney Center does not operate or control in any respect, or necessarily endorse, the information, content, products, services, advertising or other materials that may be found on the third party sites. When you link to the third party sites, you become subject to their terms of use and privacy policy rather than ours. You assume sole responsibility for your use of these links and the third party sites, and any reliance on the contents of such a third party site is at your own risk. We do not accept responsibility for any losses or penalties incurred as a result of your use of any links or reliance on the content of any third party sites to which this Site is linked.

 

Links To This Site From Third Party Sites
You agree that if you include a link from any other web site to this Site, such link shall open in a new browser window and shall 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 this Site, 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 link from any other web site to this Site in any manner such that this Site, or any page of this Site, is “framed,” surrounded or obfuscated by any third party content, materials or branding. We may require that any link to this Site be discontinued, and to revoke your right to link to this Site from any other web site at any time upon written notice to you.

Right to Monitor and Editorial Control

Cooney Center and the Cooney Parties reserve the right, but do not have an obligation, to monitor and/or review all materials posted to the Site or through the Site’s services or features by users, and Cooney Center and the Cooney Parties are not responsible for any such materials posted by users. However, Cooney Center and the Cooney Parties reserve the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in the sole discretion of Cooney Center and the Cooney Parties are objectionable or in violation of this Agreement, the policies of Cooney Center and the Cooney Parties or applicable law. We may also impose limits on certain features or restrict your access to part or all of the features or services without notice or penalty if we believe you are in breach of the guidelines set forth in this paragraph, our terms and conditions or applicable law, or for any other reason without notice or liability.

 

Indemnification
You agree to indemnify and hold harmless Cooney Center and the Cooney Parties from and against any claims, liabilities and expenses (including reasonable legal fees) that may arise from your use of this Site in any way, your placement or transmission of any message, content, information, software or other materials on, to or through the Site, or your violation of law or breach of the terms of this Agreement.  Cooney Center and the Cooney Parties reserve the right 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 defense of any such claims by Cooney Center and the Cooney Parties.

 

Copyrights

We respect the intellectual property rights of others, and require that the people who use the Site do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to our Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2), named below:
• Your address, telephone number, and email address;
• A description of the copyrighted work that you claim has been infringed;
• A description of where the alleged infringing material is located;
• 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;
• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
• A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Copyright Agent:

David K. Chan
1900 Broadway
New York, NY 10023
Voice: 212-875-6299
Fax: 212-875-6117e-mail: copyrightdmca@sesame.org

 

General Disclaimer and Limitation of Liability
Cooney Center controls and operates the Site from offices in the United States of America. We make no representation that Site Content is appropriate or authorized for use in all countries, states, provinces, counties or any other jurisdictions. If you choose to access this Site, you do so on your own initiative and risk, and you are responsible for compliance with all applicable laws if and to the extent such laws and restrictions are applicable.

This Site provides information of a general nature only and you are responsible for determining whether it applies to your specific situation. Cooney Center specifically disclaims any liability concerning any action that any person may take based on any information or guidance provided at this Site.

Cooney Center does not guarantee the accuracy, timeliness, completeness, performance or fitness for a particular purpose of the Site or any of the Site Content. We have tried to ensure that all the Site Content provided on the Site is correct at the time of publication. However, no responsibility is accepted by or on behalf of Cooney Center for any errors, omissions or inaccurate Site Content on the Site.

THE SITE AND THE SITE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY OR USEFULNESS OF SITE CONTENT AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT, WHICH ARE EXCLUDED FROM THIS AGREEMENT TO THE EXTENT THAT THEY MAY BE EXCLUDED AS A MATTER OF LAW. COONEY CENTER DOES NOT WARRANT THAT THE SITE OR THE SERVICES, CONTENT, FUNCTIONS OR MATERIALS CONTAINED THEREIN WILL BE TIMELY, SECURE, UNINTERRUPTED, OR OPERATED FREE OF DELAYS IN TRANSMISSION, FAILURE IN PERFORMANCE, COMPUTER VIRUSES, INACCURACIES, ERRORS, OR DEFECTS. YOU USE THE SITE AT YOUR OWN RISK. COONEY CENTER 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 SITES OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE SITES. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND VIRUS CHECKS (INCLUDING ANTI-VIRUS AND OTHER SECURITY CHECKS) TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR THE ACCURACY AND SECURITY OF DATA INPUT AND OUTPUT. COONEY CENTER MAKES NO WARRANTY THAT THE SITES WILL MEET USERS’ REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

EXCEPT AS SET OUT BELOW, UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT OR NEGLIGENCE, WILL COONEY CENTER OR THE COONEY PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT ARISE OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR WITH THE DELAY OR INABILITY TO USE THIS SITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THIS SITE, OR OTHERWISE ARISING OUT OF THE USE OF THIS SITE, EVEN IF ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THOSE ASPECTS OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL COONEY CENTER OR THE COONEY PARTIES 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 (INCLUDING, WITHOUT LIMITATION, ANY SUBMITTED MATERIALS). IN NO EVENT SHALL COONEY CENTER’S OR THE COONEY PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY YOU TO US FOR YOUR USE OF THE SITE OR OTHER ACTIVITIES ON THE SITE.

 

Termination

Cooney Center may terminate, change, suspend or discontinue any aspect of the Site at any time. Cooney Center may restrict, suspend or terminate your access to the Site and/or this Agreement if we reasonably believe or suspect you have acted inappropriately on the Site or you are in breach of these Terms of Use or applicable law, or for any other reason without notice or liability. Additionally, Cooney Center may terminate use or access privileges to the Site of users who are repeat infringers of intellectual property rights. You may terminate this Agreement by discontinuing your use of and access to the Site. This Agreement is effective until terminated by you or by Cooney Center for any reason, with or without notice. Upon any termination of this Agreement, you agree to discontinue your use and access of this Site and to immediately destroy all materials obtained from it.

 

Miscellaneous

This Agreement shall be deemed to include all other notices, policies, disclaimers, and other terms contained in the Site, including our Privacy Policy; provided, however, that in the event of a conflict between such other terms and the terms of this Agreement, the terms of this Agreement shall prevail.

You agree that Cooney Center may assign any of its rights and/or transfer, sub-contract or delegate any of its obligations under this Agreement. This Agreement is personal to you and you may not transfer or assign it to a third party.

Neither party is responsible for any breach of this Agreement caused by circumstances beyond its reasonable control.

This Agreement is governed by and is construed in accordance with the laws of the State of New York, U.S.A, without regard to conflicts of law provisions. You consent to the exclusive jurisdiction and venue of courts in New York County, New York, U.S.A. in all disputes arising out of or relating to your use of this Site. Notwithstanding the foregoing, Cooney Center shall have the right to bring action against visitors of the Site in courts of competent jurisdiction in the jurisdiction in which such visitors reside or are located: (i) to seek injunctive relief against such visitor, (ii) to obtain a judgment against such visitor where a judgment by a United States court will, or may, not be enforced by the jurisdiction in which such visitor resides or is located, or (iii) to enforce a judgment obtained against such visitor in a New York court.

Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

If any part of this Agreement is determined to be invalid or unenforceable under applicable law including but not limited to the warranty disclaimers and liability limitations stated above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.

This Agreement constitutes the entire agreement between you and Cooney Center with respect to this Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Cooney Center with respect to this Site. A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent as other business documents and records originally generated and maintained in printed form.

Any rights not expressly granted in this Agreement are reserved to Cooney Center.

Effective date: April, 7, 2010

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