Terms and Conditions

These Terms of Use (the “Terms”) are a legal contract between you, an individual user or a single entity (“you”), and Mink Hollow Productions, LLC, (“Inside+Out Upstate NY,” “Inside+Out,” “we,” or “us”). Both you and Inside+Out are referred to individually as a “Party” or collectively as “the Parties.” These Terms, together with the Privacy Notice and Cookie Notice, govern your use of the Site (the “Site”).

BEFORE USING THE SITE, PLEASE READ THESE TERMS CAREFULLY. BY USING THE SITE, YOU AGREE TO THESE TERMS. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THE SITE.

This Agreement affects your legal rights, including by limiting your right to bring a claim against us. You agree that all disputes between us will be subject to arbitration, as described in section 11.

Inside+Out may change these Terms at any time without notice to you by updating this page. By continuing to use the Site after changes are posted, you agree to the changes.

1. Site Content Ownership

This Site, which may include a members-only business directory (the “Directory”), is owned and operated by Mink Hollow Productions, LLC. Inside+Out and its licensors own all Site Content. “Site Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are created by or on behalf of Inside+Out and posted, generated, distributed, disseminated, provided or otherwise made available through the Site.

Inside+Out reserves all rights to sell advertising in connection with the Site.  Inside+Out shall be entitled to retain all revenue generated from such sales.

2. Site Access

You may access the Site for your own personal use. Subject to additional terms and conditions, we may also provide access to the Directory. You agree to protect Inside+Out’s proprietary rights in the Site, and to comply with all reasonable written requests made by Inside+Out to protect its legal rights in the Site.

You agree that you will not:

  • distribute, modify, sell, sublicense, display, repost, or use the Site Content for any public or commercial purpose without Inside+Out’s prior written permission in each case;
  • infringe the intellectual property rights of any owner of Site Content or Member Content;
  • use the Site in any way that is, or may be damaging to, the Site;
  • use the Site in any way that negatively impacts other users’ access to the Site;
  • use the Site in any way that causes, or may cause, harm to any person or entity;
  • use the Site in any way that is contrary to applicable laws and regulations;
  • engage in any data mining, data harvesting, data extracting or any other similar activity with regard to the Site;
  • collect or store any personally identifiable information from the Site from other users of the Site  without their express permission, except to the extent this information is publicly displayed through “Search + Save” or a similar Site feature;
  • impersonate or falsely claim affiliation with any other user, including business owners;
  • use the Site to engage in any advertising or marketing of goods or services, unless you are a member in good standing of our Directory, Search + Save, or a similar service offered by us; or
  • use the Site in any way that could in any way compete with Inside+Out’s business.

3. User Accounts and Directory

Inside+Out, in its sole discretion, may offer you the ability to: (1) create a personal account on the Site to store your favorite Site Content and Member Content (Search + Save); and/or (2) promote your business in the Directory. These personal and business accounts are governed by the terms of this Agreement, and are also subject to the following additional terms:

(a)       Account Creation. If you create a personal or business account, you must: (1) provide true, accurate, current and complete information about yourself and your business; and (2) maintain and update this information regularly to keep it true, accurate, current and complete. If Inside+Out reasonably believes that your information is inaccurate or incomplete, or that any of your Member Content is illegal, offensive, or otherwise inappropriate for the Site, Inside+Out has the right to suspend or terminate your account.

(b)       Account Security. You are responsible for maintaining the safety and security of your account information. Your user ID and password are confidential and you must keep them private and not share them with any third party. You are also responsible for all activities that occur under your account or password. If you think there are any possible issues regarding the security of your account on the Site, you must inform us immediately.

(c)       Directory Fees. To promote your business in the Directory, you  agree to pay all applicable fees as billed by Inside+Out. These fees are non-refundable. Failure to pay as required may result in suspension or termination of your account.

(d)       Member Content. “Member Content” means: (1) any images, videos, text, or other materials you provide for posting on the Site, including the Directory; (2) your name, image, and voice; and (3) your business’ name, trademarks, service marks, logos, URLs, social media account information, and other identifiers.

(e)       Inside+Out’s Rights to Use Member Content. You hereby irrevocably grant us a perpetual, world-wide, non-exclusive, royalty-free, sub-licensable, assignable and transferable license and right to use, store, display, reproduce, modify, translate, reformat, incorporate into advertisements, create derivative works, perform, distribute, print, publish, disseminate and place advertising near and adjacent to your Member Content for any purpose and in any format or media now existing or created in the future. This license is perpetual and cannot be revoked by you for any reason. You irrevocably waive, and cause to be waived, any claims and assertions of moral rights or attribution with respect to your Member Content.

(f)        Your Responsibility for Your Member Content. You assume all risks associated with your Member Content, including anyone’s reliance on its quality or accuracy. You agree to promptly comply with any requests from Inside+Out regarding correction, editing, adding to, or deleting your Member Content. You represent and warrant to us that:

  • Your Member Content does not and will not infringe on any third party’s intellectual property rights, privacy rights, contractual rights, rights of publicity, or other rights;
  • You are the original creator of your Member Content, or you own all rights to it, or have all necessary rights to use it and allow Inside+Out to ;
  • Your Member Content is not and will not be unlawful, threatening, abusive, indecent, hateful, or otherwise offensive; and
  • Your Member Content complies and will comply with the standards provided to you by Inside+Out.

(g)       Inside+Out’s Right to Terminate. We reserve the right to terminate any account, and edit or remove any of your Member Content, in our sole discretion. We may restrict access any areas of this Site, at any time, in our sole discretion.

4. Ownership of Information

While we take reasonable measures to maintain the security of the Site, you understand and agree that you have no expectation of confidentiality in any information you send us through the Site.

“User-Provided Data” includes any information you send us using an area of the Site designed to receive public inquiries, such as a Contact Us page or similar feature. Except for personally identifiable data, which is covered by our Privacy Notice, we will treat User-Provided Data as non-confidential and non-proprietary, and it will become our property. Inside+Out is free to use any information or ideas contained in any User-Provided Data.

5. Trademarks and Copyrights

Unless provided as part of your Member Content, all trademarks, service marks, trade names, logos, and icons (“Marks”) on the Site are proprietary to Inside+Out or the applicable third party. Nothing on the Site grants you any license or right to use any Marks without the written permission of Inside+Out or the applicable third party. Your use of the Marks displayed on the Site, or any other content on the Site, except for your Member Content and except as provided in these Terms, is strictly prohibited.

6. Your Legal Responsibilities

You agree and acknowledge that any breach by you of this Agreement may cause Inside+Out and/or its third parties to incur substantial economic damages and losses, for which you may be held accountable legally and financially.

7. Disclaimer

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SITE IS PROVIDED AS-IS AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. INSIDE+OUT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY OR ACCURATENESS. INSIDE+OUT DOES NOT WARRANT THAT THE FUNCTIONS OF THE SITE AND THE MATERIALS CONTAINED HEREIN WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE NETWORKS USED TO OPERATE IT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NOTHING ON THE SITE SHALL BE CONSTRUED AS ENDORSING ANY CONTENT OR THIRD PARTY INFORMATION, OR AS PROVIDING ADVICE OR RECOMMENDATIONS TO YOU.

INSIDE+OUT DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE (OR THE RESULTS OF THE USE) OF THE MATERIALS ON THE SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION OF ANY DEVICE YOU USE TO ACCESS THE SITE.

UNLESS OTHERWISE EXPRESSLY SET FORTH HEREIN, INSIDE+OUT MAKES NO REPRESENTATION THAT MATERIALS ON THE SITE ARE APPROPRIATE OR AVAILABLE FOR USE IN ANY LOCATION. THOSE WHO CHOOSE TO ACCESS THE SITE DO SO BY THEIR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAWS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE INFORMATION CONTAINED ON THE SITE IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY ANY PRODUCT OR SERVICE OFFERED BY INSIDE+OUT.

THE SITE MAY CONTAIN LINKS TO OTHER WEBSITES WHICH ARE NOT MAINTAINED BY INSIDE+OUT (“THIRD PARTY SITES”). INSIDE+OUT IS NOT RESPONSIBLE FOR THE CONTENT OF ANY THIRD-PARTY SITES. LINKS FROM THE SITE TO THIRD PARTY SITES DO NOT IMPLY INSIDE+OUT’S APPROVAL OR ENDORSEMENT OF THIRD PARTY SITES OR THEIR CONTENT. INSIDE+OUT CANNOT GUARANTEE THAT THE LINKS ON THE SITE WILL BE ACCURATE.

8. Indemnification

You agree to indemnify Inside+Out, to the fullest extent allowed by applicable law, from and against any and all liabilities, costs, demands, causes of action, damages and expenses (including reasonable attorney’s fees) arising out of or in any way related to your use of the Site or your breach of any of these Terms.

9. Limitation of Liability

WHILE INSIDE+OUT USES REASONABLE EFFORTS TO INCLUDE ACCURATE AND UP-TO-DATE INFORMATION ON THE SITE, ERRORS OR OMISSIONS SOMETIMES OCCUR. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INSIDE+OUT MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OF THE CONTENT OF THE SITE. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL INSIDE+OUT OR ANY PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE BE LIABLE TO YOU FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, EVEN IF INSIDE+OUT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL INSIDE+OUT’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED THE AMOUNT PAID BY YOU, IF ANY, TO INSIDE+OUT FOR ACCESSING THE SITE. INSIDE+OUT ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY AS A RESULT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE SITE.

YOU (AND NOT INSIDE+OUT) WILL BE SOLELY RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF YOUR ACCESS TO, OR USE OF, THE SITE OR ITS CONTENTS IN A MANNER OTHER THAN AS EXPRESSLY AUTHORIZED BY THESE TERMS OF USE OR YOUR VIOLATION OF APPLICABLE LAWS OR ANY RIGHTS OF ANY THIRD PARTY.

10. Governing Law

These Terms are to be construed in accordance with and governed by the internal laws of the State of New York (as permitted by Section 5-1401 of the New York General Obligations Law or any similar successor provision), without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the parties.

Inside+Out is based in the State of New York in the United States and provides this Site for use by persons located in the United States. We make no claims that the Site or any of its content is accessible or appropriate outside of the United States. If you access the Site from outside the United States, you are solely responsible for compliance with foreign and local laws.

11. Arbitration

As a condition of using the Site, you agree that any and all disputes and claims arising out of this Agreement, or any breach hereof, will be resolved by arbitration administered by the American Arbitration Association in accordance with its Consumer Arbitration Rules (for individuals) or Commercial Arbitration Rules (for businesses). Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING YOUR RIGHT TO SUE OR GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THIS CONTRACT.

YOU ALSO AGREE THAT ANY DISPUTES WILL BE RESOLVED INDIVIDUALLY AND NOT THROUGH ANY CLASS ACTION. IF A DISPUTE PROCEEDS IN COURT ANYWAY, YOU AND INSIDE+OUT BOTH WAIVE ANY RIGHT TO A JURY TRIAL.

NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS SECTION, EITHER YOU OR INSIDE+OUT MAY SEEK A COURT INJUNCTION REGARDING INTELLECTUAL PROPERTY INFRINGEMENT. You submit to the non-exclusive jurisdiction of the state and federal courts located in New York for the resolution of any such disputes.

12. Enforceability

If any portion of these Terms is found to be unenforceable, that portion will be deemed to be severed from these Terms, and the remaining sections of these Terms will remain in effect.

13. DMCA Compliance Information

If you believe your copyright-protected work was posted on this Site without authorization, you may submit a copyright infringement notification. Only the copyright owner or their authorized agent can send these notifications. Do not make false claims; misuse of this process may have legal consequences.

Our contact information for submitting a takedown request is below. Please provide detailed information about the content you believe is infringing, as well as evidence for this claim.

Mink Hollow Productions, LLC
PO Box 1442
Woodstock, NY 12498
Attention: Legal Department — Copyright Notice

Email: legal@insideoutupstateny.com

14. Assignment

Inside+Out has the right to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification or consent required. However, you may not assign, transfer, or subcontract any of your rights and/or obligations under these Terms.

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