Wynwood Business Improvement District Terms of Use Agreement

Welcome to the website and online service of the Wynwood Business Improvement District and/or its subsidiaries or affiliates (“Wynwood BID,” “we,” “our,” or “us”). The use of Wynwood BID’s website, domain names, features, content, software, and any other mobile and/or online services we own, operate, or offer from time to time in connection with the foregoing (collectively, the “Service”) is governed in accordance with these Terms of Use (the “Agreement”). The Agreement applies to all visitors, users, and others who access the Service (“you,” “your,” “visitor” or “user”).

PLEASE CAREFULLY REVIEW THE AGREEMENT BECAUSE IT SETS FORTH THE RIGHTS, OBLIGATIONS, LIMITATIONS AND EXCLUSIONS THAT APPLY TO YOU. ACCESSING, BROWSING OR OTHERWISE USING OUR SERVICE INDICATES YOUR ACCEPTANCE TO BE BOUND BY THE AGREEMENT WHETHER OR NOT YOU ARE A REGISTERED USER OF THE SERVICE. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, PLEASE DO NOT USE OUR SERVICE.

USING OUR SERVICE

You may use the Service only in compliance with the Agreement and all applicable local, state, national, and international laws, rules and regulations. If you are under 18, your parent or guardian must enter into the Agreement on your behalf, and will be responsible for your use of and access to the Service; this includes financial responsibility for any items you purchase through the Service. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of the Agreement. If you are under 13, please do not attempt to register for the Service or send any information about yourself to us, including your name, address, telephone number, or email address. If we learn that we have collected personal information from anyone under age 13, we will delete that information as quickly as possible. The Service is not available to any users previously removed from the Service by Wynwood BID. Wynwood BID reserves all rights not expressly granted under the Agreement. Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in the Agreement, is void.

YOUR USER ACCOUNT

You may need a user account in order to use some of our Services. You may create your own user account, or an administrator, such as your employer or educational institution, may assign you a user account. If you are using a user account assigned to you by an administrator, different or additional terms may apply and your administrator may be able to access or disable your account. To protect your user account, keep your password confidential. YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THE SERVICE BY ANYONE USING YOUR USER ACCOUNT AND/OR PASSWORD WHETHER OR NOT SUCH ACCESS TO AND USE OF THE SERVICE IS ACTUALLY AUTHORIZED BY YOU, INCLUDING WITHOUT LIMITATION, ALL COMMUNICATIONS AND TRANSMISSIONS AND ALL OBLIGATIONS (INCLUDING WITHOUT LIMITATION FINANCIAL OBLIGATIONS) INCURRED THROUGH SUCH ACCESS OR USE. You are responsible for the activity that happens on or through your user account. Try not to reuse your user account password on third-party applications. You may never use another user’s account without permission. Please Contact Us immediately of any breach of security or unauthorized use of your account and/or the Service, whether by you or a third party.

The Service (or portions thereof) may also be available through Facebook’s “Facebook Connect” service. You must have an active Facebook account in order to access the Service through Facebook Connect and hereby represent and warrant that you have read and agreed to be bound by all applicable Facebook policies and will act in accordance with those policies, in addition to your obligations under the Agreement. If you access the Service through Facebook Connect, Wynwood BID may require that your Wynwood BID username be the same as your username for Facebook. If you sign into Wynwood BID through Facebook Connect, you will provide your Facebook account credentials to Wynwood BID, and you are consenting to have the information in that account transmitted into your Wynwood BID account, and you agree that you shall only use Facebook accounts owned by you, and not by any other person or entity.

ELECTRONIC COMMUNICATIONS

When you use the Service or send emails to Wynwood BID, you are communicating with Wynwood BID electronically. You consent to receive electronically any communications related to your use of the Service. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from Wynwood BID intended for your receipt shall be deemed delivered and effective when sent to the email address you provide on the Service, or through posting of such notice on our website, as determined by Wynwood BID in our sole discretion. You represent that all of the information, data and other materials you provide on the Service and/or to Wynwood BID through any other means are true, accurate, current and complete.

Wynwood BID is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We recommend that you add info@wynwoodbid.com and webmaster@wynwoodbid.com to your email address book to help ensure you receive email notifications from us. Wynwood BID reserves the right to determine the form and means of providing notifications to our users, provided that you may opt out of certain means of notification as described in the Agreement and our Privacy Policy wynwoodmiami.com/privacy. Please note that if you do not want to receive legal notices from us, including, without limitation, a notification that the Agreement has changed, those legal notices will still govern your use of the Service. We will post legal notices to the Service and you are responsible for reviewing such legal notices for changes. You are responsible for ensuring that your information and preferences on the Service are accurate, current and complete by updating your account settings.

PUBLIC DISCLOSURE

The Wynwood BID may be required to disclose any personally identifiable information collected on the Service where we receive a request to disclose information that is public information under the State of Florida statutes or other applicable laws. You should be aware that Florida Statute 119 declares that it is the policy of the State of Florida that all state, county, and municipal records shall be open for personal inspection by any person, and thus information collected by the Wynwood BID resulting from the use of its Service may be subject to examination and inspection upon request, if such information is a public record and not otherwise protected from disclosure by statute. Under Florida law, e-mail addresses are public records. If you do not want your e-mail address released in response to a public records request, do not send us electronic mail. Instead, contact our office by phone or in writing.

SERVICE RULES

You agree not to engage in any of the following prohibited activities in connection with the Service: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Wynwood BID servers than a human can reasonably produce in the same period of time by using a conventional Internet browser (except that, subject to the privacy settings of our users, Wynwood BID grants the operators of public search engines revocable permission to use spiders to copy materials from Wynwood BID for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, Trojan horses, time bombs, cancel-bots, trap doors, worms, or other harmful agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein; (xiii) use any meta-tags or any other “hidden text” utilizing Wynwood BID’s Intellectual Property Rights; (xiv) decompiling, reverse engineering, or otherwise attempting to obtain the source code of the Service; or (xv) use the Service for any purpose damaging to Wynwood BID.

Accessing the audiovisual content available on the Service for any purpose or in any manner other than Streaming (as defined below) is expressly prohibited. “Streaming” means a contemporaneous digital transmission of an audiovisual work via the Internet from the Wynwood BID Service to a user’s device in such a manner that the data is intended for real-time viewing and is not intended to be copied, stored, permanently downloaded, or redistributed by the user.

We may, without prior notice, change the Service, stop providing the Service or features of the Service (to you or generally), or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice or liability to Wynwood BID, for any reason or for no reason, including if in our sole determination you violate any provision of the Agreement. Upon termination of the Agreement or your access to the Service for any reason or no reason, you will continue to be bound by the terms of the Agreement, which, by its nature, should survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

You are solely responsible for your interactions via the Service with other users. We reserve the right, but have no obligation, to monitor disputes between you and other users. Wynwood BID shall have no liability for your interactions with other users, or for any user’s action or inaction.

YOUR CONTENT IN OUR SERVICE

Some areas of the Service may allow users to post content and any such materials a user submits, stores, sends, or otherwise makes available on the Service are referred to as “User Content”.

You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, pornographic, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. To the extent that your User Content contains music, you hereby represent that you are the owner of or possess all rights to all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content and have the power to grant the license granted below. Wynwood BID reserves the right, but is not obligated, to reject and/or remove any User Content that Wynwood BID believes, in its sole discretion, violates these provisions. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.

For the purposes of the Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

In connection with your User Content, you affirm, represent and warrant the following:

  1. You have the written consent of each and every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by the Service and the Agreement, and each such person has released you from any liability that may arise in relation to such use.
  2. Your User Content and Wynwood BID’s use thereof as contemplated by the Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
  3. Wynwood BID may exercise the rights to your User Content that are granted to Wynwood BID under the Agreement, without payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
  4. All your User Content and other information that you provide to us are truthful and accurate.

Wynwood BID takes no responsibility and assumes no liability for any User Content that you or any other user or third party posts or sends over the Service. You shall be solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Wynwood BID shall not be liable for any damages you incur or allege to incur as a result of User Content.

By posting any User Content on the Service, you hereby expressly grant, and you represent and warrant that you have a right to grant, to Wynwood BID a royalty-free, sub licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and Wynwood BID’s activities, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels; however, Wynwood BID will only share information in accordance with our then-current Privacy Policy (http://wynwoodmiami.com/privacy). You also hereby grant each user of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Service and under the Agreement.

END USER LICENSE GRANT

Subject to the terms and conditions of the Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service for your personal, non-commercial use, as permitted by the features of the Service. Wynwood BID reserves all rights not expressly granted herein in the Service and the Wynwood BID Content (as defined below). Wynwood BID may terminate this license at any time for any reason or no reason.

INTELLECTUAL PROPERTY

The Service and all materials (except for your User Content), therein or transferred thereby, including, without limitation, designs, software, images, text, graphics, illustrations, logos, icons, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and other content (the “Wynwood BID Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Wynwood BID and its licensors and protected by United States and international copyright laws. Except as explicitly provided herein, nothing in the Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Service. One or more patents owned by Wynwood BID may apply to the Service and features accessible through the Service. Portions of the Service may operate under license of one or more patents. The graphics, logos, page headers, button icons, scripts, and service names included in or made available through the Service are trademarks or trade dress of Wynwood BID in the United States and other countries. Wynwood BID’s trademarks and trade dress may not be used in connection with any product or service that is not owned or operated Wynwood BID; in any manner that is likely to cause confusion among users; nor in any manner that disparages or discredits Wynwood BID. Use of the Wynwood BID Content or materials on the Service for any purpose not expressly permitted by the Agreement is strictly prohibited.

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Wynwood BID under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Wynwood BID does not waive any rights to use similar or related ideas previously known to Wynwood BID, or developed by its employees, or obtained from sources other than you.

PRIVACY POLICY

Please review our Privacy Policy (http://wynwoodmiami.com/privacy), which also governs your use of the Service, to understand our privacy practices.

SECURITY

Wynwood BID cares about the integrity and security of your personal information. We use a variety of commercial security measures to protect your information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk. We encourage you to protect your passwords and devices against unauthorized use and to sign off after using a shared connection to the Internet. Unauthorized attempts to upload information or change information on the Service are strictly prohibited and may be punishable under the Computer Fraud and Abuse Act of 1986 and the National Information Infrastructure Protection Act.

DMCA INFRINGEMENT NOTICES

Since we respect artist and content owner rights, it is Wynwood BID’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Wynwood BID’s copyright agent as set forth in this section. For your complaint to be valid under the DMCA, you must provide the following information in writing to the Designated DMCA Agent listed below:

  1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
  2. Identification of the copyrighted work that you claim has been infringed;
  3. Identification of the material that is claimed to be infringing and where it is located on the Service;
  4. Information reasonably sufficient to permit Wynwood BID to contact you, such as your address, phone number, and email address;
  5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
  6. A statement made under penalty of perjury that the above information is accurate and that you are the copyright owner or are authorized to act on behalf of the owner.

Once proper, bona fide infringement notification is received by the Designated DMCA Agent listed below, it is our policy:

  1. To remove or disable access to the infringing material;
  2. To notify the content provider or user that we have removed or disabled access to the material;
  3. That repeat offenders will have the infringing material removed from the system and that we will terminate such content provider’s or user’s access to the Service.
  4. The above information must be submitted to our Designated DMCA Agent as follows:

Wynwood Business Improvement District
Attn.: DMCA Agent
310 Northwest 26th Street, Suite 1
Miami, Florida 33127 USA
Phone: 1.786.615.8202
Email: webmaster@wynwoodbid.com

Wynwood BID may update this contact information from time to time without notice to you. We will post the current contact information on the Service.

Please note that this procedure is exclusively for notifying Wynwood BID that your copyrighted material has been infringed. The preceding requirements are intended to comply with Wynwood BID’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

FORCE MAJEURE

Wynwood BID shall be excused from performance under the Agreement, to the extent it is prevented from or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from (i) weather conditions or other elements of nature or acts of God; (ii) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion; (iii) quarantines or embargoes; (iv) labor strikes; or (v) other causes beyond the reasonable control of Wynwood BID. In the event that Wynwood BID is temporarily unable to ship to you a purchased item because of such an event, Wynwood BID will give you the option of deferring shipment or receiving a refund of your charges.

THIRD PARTY LINKS

The Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Wynwood BID. Wynwood BID does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third party website from the Service, you do so at your own risk, and you understand that the Agreement and Wynwood BID’s Privacy Policy (http://wynwoodmiami.com/privacy) do not apply to your use of such sites. You expressly relieve Wynwood BID from any and all liability arising from your use of any third-party website, service, or content. Additionally, your dealings with or participation in third-party promotions of advertisers found on the Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such third-party. You agree that Wynwood BID shall not be responsible for any loss or damage of any sort relating to your dealings with such third parties.

INDEMNITY

You agree to indemnify and hold harmless Wynwood BID and its employees, contractors, agents, managers, licensors, directors and officers, and other affiliates, and their respective employees, contractors, agents, managers, licensors, officers and directors, from and against any and all claims, fines, penalties, expenses, obligations, losses, liabilities, and other damages of any kind whatsoever (including attorneys’ and experts’ fees) incurred by Wynwood BID and such parties, and shall defend Wynwood BID and such parties against any and all claims arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of the Agreement, including without limitation your breach of any of the representations and warranties you make in the Agreement; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable United States or foreign law, rule or regulation; (v) fraud you commit, or your intentional misconduct or gross negligence; (vi) any claim or damages that arise as a result of any of your User Content or any that is submitted via your account; or (vii) any other party’s access and use of the Service with your username, password or other appropriate account identification. Wynwood BID will control the defense for any claim to which this indemnity may apply, and in any event, you shall not settle any claim without the prior written approval of Wynwood BID.

NO WARRANTY

THE SERVICE AND ANY PRODUCT OR SERVICE YOU PURCHASE THROUGH THE SERVICE (“PRODUCT”) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND THE PRODUCTS ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WYNWOOD BID, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE OR THE PRODUCTS WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.

WYNWOOD BID DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WYNWOOD BID SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND WYNWOOD BID WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WYNWOOD BID, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE OR ANY PRODUCT. UNDER NO CIRCUMSTANCES WILL WYNWOOD BID BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WYNWOOD BID ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AVAILABLE ON OR THROUGH THE SERVICE; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE OR ANY PRODUCT; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WYNWOOD BID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

BUSINESS USES OF OUR SERVICE

If you are using our Service on behalf of a business, that business accepts this Agreement. It will hold harmless and indemnify Wynwood BID and its affiliates, officers, agents, and employees from any claim, suit or action arising from or related to the use of the Service or violation of this Agreement, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.

TYPOGRAPHICAL ERRORS

Wynwood BID attempts to provide accurate information on the Service. For your convenience, the Service may offer features enabling the conversion of information into languages other than English and/or currencies other than United States Dollars. The English language and United States Dollars version of the Service shall control over any dispute. Wynwood BID does not warrant, however, that the descriptions, translations, and/or conversions are accurate, complete, reliable, current or error-free. We strive to provide accurate information regarding the features available on the Service. We cannot, however, insure against errors. Wynwood BID also reserves the right at any time to correct and adjust any and all information, features, extensions, prices, descriptions and other errors on the Service.

REMEDIES

You agree that our remedy at law for any actual or threatened breach of the Agreement would be inadequate and that we shall be entitled to specific performance or injunctive relief, or both, in addition to any damages that we may be legally entitled to recover, together with reasonable expenses of any form of dispute resolution, including, without limitation, attorneys’ fees. No right or remedy of ours shall be exclusive of any other, whether at law or in equity, including without limitation damages injunctive relief, attorneys’ fees and expenses. No instance of waiver by us of our rights or remedies under the Agreement shall imply any obligation to grant any similar, future or other waiver.

INTERNATIONAL ACCESS

The Service is controlled and operated from its facilities in the United States of America. Wynwood BID makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations. You represent and warrant you are not located in a country embargoed by the United States or that has been designated by the United States government as a “terrorist-supporting” country, and that you are not a foreign person or entity blocked or denied by the United States government or otherwise listed on any United States government list of prohibited or restricted parties.

GOVERNING LAW

You agree that the Service shall be deemed solely based in the State of Florida of the United States of America. The Agreement shall be governed as to all matters, including validity, construction, and performance, by and under the laws of the State of Florida without giving effect to any choice or conflict of law provision or rule. The sole and exclusive venue for all legal disputes, controversies, and/or differences that may arise between the you and Wynwood BID in relation or in connection with this Agreement shall exclusively be in the federal or state courts of Miami-Dade County, Florida, USA, and you and Wynwood BID irrevocably consent to personal jurisdiction of such courts and waive any objection to such venue.

TERMINATION AND EFFECT OF TERMINATION
In addition to any other legal or equitable remedies, we may permanently or temporarily terminate or suspend your access to the Service without notice or liability to Wynwood BID (including loss of profits), for any reason or for no reason, including if in our sole determination you violate any provision of the Agreement. Upon termination of the Agreement or your access to the Service for any reason or no reason, (i) you shall immediately cease all access to and use of the Service; (ii) you will continue to be bound by the terms of the Agreement, which, by their nature, should survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability; and (iii) we will immediately revoke all password(s) and account identification issued to you and deny your access to and use of this Service in whole or in part. Any termination of your account shall not affect the respective rights and obligations (including without limitation, payment obligations) of the parties arising before the date of termination.
You may cancel your Wynwood BID account at any time; however, there are no refunds for cancellation of the Service, if you have elected to use paid features of the Service. In the event that Wynwood BID suspends or terminates your account or the Agreement for your breach of the Agreement, you understand and agree that you shall receive no refund or exchange any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else.

ABOUT THESE TERMS

We may modify this Agreement or any additional terms that apply to the Service to, for example, reflect changes to the law or changes to the Services. You should look at these terms regularly. We’ll post notice of modifications to this Agreement on this page. We’ll post notice of modified additional terms to the Service. Changes will not apply retroactively and will become effective no sooner than fourteen (14) days after they are posted. However, changes addressing new functions for the Service or changes made for legal reasons will be effective immediately. If you do not agree to the modified terms for the Service, you should discontinue your use of the Service. If there is a conflict between this Agreement and the additional terms, the additional terms will control for that conflict. This Agreement controls the relationship between Wynwood BID and you. They do not create any third party beneficiary rights. If you do not comply with this Agreement, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future).

SURVIVALBILITY

Notwithstanding any other provisions of the Agreement, or any general legal principles to the contrary, any provision of the Agreement that imposes or contemplates continuing obligations on a party will survive the expiration or termination of the Agreement.

SEVERIBILITY

If a court of competent jurisdiction deems any provision of the Agreement invalid, the invalidity of such provision shall not affect the validity of the remaining provisions of the Agreement, which shall remain in full force and effect.

ASSIGNMENT

You may not assign the Agreement, or any rights, benefits, duties or obligations hereunder, by operation of law or otherwise without the prior written consent of Wynwood BID, which may be withheld at our sole discretion. Any attempted assignment that does not comply with the Agreement shall be null and void. Wynwood BID may assign the Agreement, in whole or in part, to any third party in its sole discretion. Except as otherwise expressly provided in the Agreement, there shall be no third-party beneficiaries to the Agreement.

SECTION HEADINGS

Section headings contained are for reference purposes only and do not limit the scope or extent of such section.

ENTIRE AGREEMENT

The Agreement constitutes the entire agreement and understanding between you and Wynwood BID with respect to the subject matter thereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to such subject matter. In some instances, both of the Agreement and a separate document that provides additional conditions may apply to a product or offer through the Service (“Additional Terms”). To the extent there is a conflict between the Agreement and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise. A printed version of the Agreement shall be admissible in judicial or administrative proceedings based on or relating to use of the Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

HOW TO SERVE A SUBPOENA
If you have a subpoena to serve on Wynwood BID, please note that Wynwood BID does not accept service via email or fax and will not respond to the subpoena. All subpoenas must be properly served on Wynwood BID, preferably by mailing the subpoena to the City of Miami Attorney at the following address:

City of Miami
Office of the City Attorney
444 S.W. 2nd Avenue, Suite 945
Miami, Florida 33130

HOW TO CONTACT US

For more information about how to contact Wynwood BID, please visit our contact page.

Last Modified: August 8, 2017