PLEASE NOTE THAT SECTION 9 OF THE GENERAL TERMS CONTAINS A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS WHEN RESOLVING DISPUTES WITH MANHATTAN INSTITUTE.
1) Membership Account.
a) Account. To become a member of the Adam Smith Society (a “Member”) and to gain access to the Benefits, you must register for an account on the Smith Soc Site and enroll through the membership page. If you reside outside of the United States, the process of becoming a Member will be as outlined in the international membership page. For the avoidance of doubt, the Smith Soc Site is one of the “Services” offered by Manhattan Institute pursuant to the General Terms, and as such, your use of the Smith Soc Site is subject to the General Terms.
b) Restrictions. You may not permit any other person or entity to access the Services using your username and password, which you acknowledge and agree are personal to you and are non-transferable. You are responsible for taking reasonable steps to maintain the confidentiality of your username and password, and you are responsible for all activities under your account. You agree to promptly notify Manhattan Institute of any unauthorized use of your username, password or other account information, or of any other actual or reasonably suspected breach of security that you become aware of involving your account or the Services. Manhattan Institute will not be liable to you for any loss you may incur as a result of someone else using your username, password or account with or without your knowledge. You may be held liable for losses incurred by Manhattan Institute or others due to any unauthorized use of your username, password or account.
2) Membership Dues.
a) Membership Contributions. You will be responsible for paying any required Membership dues upon your initial enrollment, upon renewal of your Membership, or at any time you choose to upgrade your Membership level, all through the Smith Soc Site (each, a “Membership Contribution”). All Membership dues owed for each Membership level shall be as outlined in the membership page. You acknowledge and agree that Membership dues may increase at any time, in which case Manhattan Institute will provide you with advance notice of the increase. If you do not accept any such increases in Membership dues, your sole remedy is the nonrenewal of your Membership.
b) Payment. You agree that Manhattan Institute may charge any payment that you make to the payment method that you specify at the time of payment. If the payment method is a credit card, you acknowledge that we may seek pre-authorization of your credit card account prior to your purchase to verify that the card is valid and has the necessary funds or credit to complete the purchase. You acknowledge and agree that Manhattan Institute may use third party payment processors to process on our behalf any payments that you may make, and that Manhattan Institute will not be held liable for any errors caused by such third party payment processors.
3) Membership Term.
All Membership expiration dates will be as specified on the Smith Soc Site. If you upgrade your Membership level during the term of your then-current Membership, your original Membership expiration date will still apply to your upgraded Membership.
a) Event Conduct. From time to time, Manhattan Institute may host various on-campus/student or professional chapter events or treks at different locations for Members to participate or attend (each an “Event”). If you attend or participate in an Event, you agree to (i) follow any code, standards, guidelines, or any other applicable rules of conduct or behavior as required by Manhattan Institute or the owner/controller of an Event venue, and (ii) to comply at all times with any applicable laws and regulations. In any event, you shall at all times conduct yourself at an Event, including in interactions with other Members, guests, or venue personnel, in a socially and professionally responsible/appropriate manner. If Manhattan Institute decides, in its sole discretion, that your conduct at an Event has breached this Section, your Membership may be terminated without notice and without any refund of Membership dues or any payments made by you in connection with an Event.
b) License Grant. Manhattan Institute encourages you to take photographs, videos, and other media at an Event and to share it with others through social media or any other distribution channel (your “Event Materials”). You will continue to retain any ownership rights you may have in your Event Materials, but without limiting Section 8 (User Content) of the General Terms, you hereby grant Manhattan Institute a royalty-free, irrevocable, perpetual, non-exclusive, worldwide, fully sublicensable license to publish, reproduce, distribute, display, perform, edit, adapt, modify, and otherwise use your Event Materials (or any portion thereof), including those that are made publicly available on your social media accounts, in any manner and in any form, media, or technology now known or later developed. You hereby waive any moral rights or rights of publicity that you may have in your Event Materials. You further represent that you have obtained the consent of all individuals who are identifiable in your Event Materials, or of the individual’s parent or legal guardian if the individual is under 18 years old, to include the individual’s likeness in your Event Materials and for us to enjoy all of the rights and privileges that you grant to us under these Terms and any other agreement that you have entered into with Manhattan Institute, including without limitation the right to use your or the individual’s likeness in our advertising and marketing activities. Notwithstanding the foregoing, we will not be in any way responsible or liable for your Event Materials, and we are not obligated to publish or use your Event Materials.
c) Disclaimer of Warranties. YOU EXPRESSLY AGREE THAT YOUR PARTICIPATION OR ATTENDANCE AT EVENTS IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL EVENTS ARE PROVIDED TO MEMBERS ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. NEITHER MANHATTAN INSTITUTE NOR ANY THIRD PARTY SERVICE PROVIDERS OR ATTENDEES OF AN EVENT, INCLUDING INVITED GUEST SPEAKERS, MAKE ANY WARRANTIES AS TO THE ACCURACY, CURRENCY, OR COMPLETENESS OF ANY INFORMATION MADE AVAILABLE AT AN EVENT, WHETHER PROVIDED IN TEXT, AUDIO, VIDEO, GRAPHICAL, ORAL, OR OTHER FORM. MANHATTAN INSTITUTE MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY SERVICE PROVIDERS AT ANY EVENT OR ANY FACILITIES AT WHICH EVENTS MAY BE HOSTED.
d) Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, MANHATTAN INSTITUTE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF USE, LOSS OF LIFE OR HEALTH, AND ANY CLAIMS OF THIRD PARTIES, ARISING OUT OF OR IN ANY WAY RELATED TO ANY EVENT, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHER THEORY, EVEN IF MANHATTAN INSTITUTE HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MANHATTAN INSTITUTE’S AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE GREATER OF THE ACTUAL AMOUNT YOU PAID FOR THE EVENT GIVING RISE TO THE CLAIMS (IF ANY) AND $100. DEPENDING ON THE JURISDICTION WHERE YOU RESIDE OR WHERE THE RELEVANT EVENTS OCCUR, APPLICABLE LAW MAY NOT ALLOW ALL OF THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, IN WHICH CASE, TO THE EXTENT PROHIBITED BY LAW, SUCH PROVISIONS SHALL NOT APPLY TO YOU.
e) Indemnification. You agree to indemnify and hold harmless Manhattan Institute, its directors, officers, employees, and agents from and against any and all liabilities, claims, damages, expenses (including reasonable attorneys’ fees and costs), and other losses arising out of or in any way related to your breach or alleged breach of these Supplemental Terms or the General Terms, your attendance at an Event, and any claims arising from or alleging fraud, intentional misconduct, gross negligence, or criminal acts committed by you at or in connection with any Event. Manhattan Institute reserves the right to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In such event, you shall provide Manhattan Institute with such cooperation as Manhattan Institute reasonably requests.
5) Communications with You.
Manhattan Institute and its service providers may communicate with you about Events, your Membership, and other Manhattan Institute programs and services, including through one or more third party e-mail or survey services, via methods determined by Manhattan Institute, including through the Services or contact information you provide as part of the registration process for your Membership. You consent to receive communications from Manhattan Institute and/or its service providers that may: (i) solicit feedback via e-mail, surveys, or other methods Manhattan Institute may determine regarding your Membership experience; (ii) provide you with receipts, confirmations, notices, alerts, reminders, and other similar documentations of your Membership transactions; (iii) notify you of changes to your Membership, Benefits, or the Terms; and (iv) tell you about upcoming Events and other general news about the Adam Smith Society or Manhattan Institute. You agree that any such notices, disclosures, and other communications will satisfy Manhattan Institute’s applicable legal notification requirements. Manhattan Institute recommends that you keep a copy of any electronic communications we send to you for your records. You agree that Manhattan Institute may share your contact information with its service providers, and, to the extent necessary to enable such communications, with other third parties.
6) Discontinuation of Membership; Termination.
Manhattan Institute reserves the right to permanently or temporarily amend or discontinue your Membership or any Benefits at any time, in our sole discretion, without notice to you. To the fullest extent permitted under applicable law, we will not be liable for any change to or any discontinuation of your Membership or the Benefits.