NYTrack.com member agreement:

  1. Acceptance of Terms
    This is a legal agreement ("Agreement") between you, the user, together with any company or other business entity you are representing, if any (collectively, the "Member") and NYTrack.com ("NYTrack"). This Agreement governs the access and use of all services for which Member registers and which are provided by or through NYTrackÕs Web Site and NYTrackÕs online resources, including without limitation the NYTrackÕs Team Web site building and hosting services (collectively, the "Service"). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, USE OR ACCESS THE SERVICE.

    The Service is offered to Member conditioned upon Member's acceptance without modification of this Agreement. Member acknowledges that, from time to time, it may be necessary for NYTrack to update or revise certain provisions of the Agreement. By joining NYTrack and accepting this Agreement, Member agrees that NYTrack may change the terms of the Agreement in its sole discretion without specific notice to Member. If Member does not agree to the changes proposed by NYTrack, or to any terms in this Agreement, Member's sole and exclusive remedy is to cancel Member's NYTrack account ("Member's Account"). Notwithstanding the foregoing, NYTrack reserves the right to cancel, suspend or refuse access to the Service to anyone in its sole discretion. Unless explicitly stated otherwise, any new features or products that change, augment or enhance the current Service shall be subject to this Agreement.

  2. General Use of the Service
    Member shall not use the Service, in whole or in part, for any purpose that is unlawful or prohibited by this Agreement. Member agrees that Member will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another web page, use on any other Web site, transfer, or sell any information, software, lists of users, databases or other lists, products or services provided through or obtained from the Service other than for use in creating a Web site ("Member Web Site") in accordance with this Agreement. This means, among other activities, that Member agrees not to engage in the practices of "screen scraping", "database scraping", or any other activity with the purpose of obtaining lists of users or other information. Member agrees that Member will not use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party's use and enjoyment of the Service. Member may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Service. Except with the written permission of NYTrack, Member agrees that Member will not access or attempt to access password protected, secure or non-public areas of the Service. If Member attempts to access prohibited areas of the Service, Member may be subject to prosecution.

  3. Member Registration/Privacy Policy
    In order for Member to participate in the Service, NYTrack will require Member to provide specific information about Member and Member's organization. If Member chooses to participate and build a Member Web Site, Member agrees to provide true, accurate and complete information and to refrain from impersonating or falsely representing Member's affiliation with any person or entity. Member shall be responsible for maintaining the confidentiality of Member's Account and password and shall be responsible for any and all transactions by users given access to such account or password and any and all consequences of use or misuse of such account and password. Member shall be responsible for all actions by such users, including without limitation former employees and former partners, and shall indemnify NYTrack for such actions as set forth in Section 12.

    Any information supplied by Member upon registering for the Service and any other information about Member and/or Member's organization (collectively, "Member Data") is subject to NYTrack's Privacy

  4. Member Account Limitations
    Member hereby acknowledges that NYTrack may, from time to time, establish general practices and limits concerning the use of the Service, including without limitation, (a) the maximum number of days that email messages, guest book entries, discussion board postings or other content posted on the Member Web Site will be retained by NYTrack, (b) the maximum limits on bandwidth usage that will be allotted to Member, and (c) maximum limits on storage space. Any of the foregoing limits will be consistent with the Service (including any upgrades) for which Member has registered. Member agrees that NYTrack has no responsibility or liability for the deletion or failure to store any content maintained or transmitted by the Service. Member further acknowledges and agrees that NYTrack reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

  5. Content Submitted to NYTrack
    The NYTrack Web Site includes a number of venues such as Member Web sites and Web pages, Discussion Boards and/or other message or communication facilities designed to enable Members to disseminate and exchange thoughts and opinions to and with other users or the public. Although NYTrack firmly believes in the value of free and open dissemination and exchanges, it is under no obligation, but does reserve the right, to monitor, pre-screen, or otherwise censor Member's thoughts and opinions. Therefore, NYTrack cannot be responsible for the appropriateness, accuracy, sufficiency, correctness, veracity, completeness, or timeliness of such thoughts and opinions. Member acknowledges that Member should always use caution when posting any personally identifying information about Member or Member's associates on the NYTrack Web Site, the Member Web Site, or any other user Web sites.

  6. Member Conduct
    Member's right to use the Service is personal to Member and Member's organization and its employees (if applicable). Member, and not NYTrack, is entirely responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Member Content") posted via the Service. Member, and not NYTrack, is also responsible for compliance with all laws, regulations and ordinances connected with all aspects of Member's use of the Service. Member shall not use the Service for any illegal purpose in violation of any local, state, federal or international law. Member must provide all required and appropriate warnings, information and disclosure, comply with all applicable laws and regulations, and take all other required and appropriate actions (collectively, "Information and Actions") in connection with Member's use of the Service. If the Service does not provide adequate facility or features for Member to provide such Information and Actions, then Member shall not use the Service.

    NYTrack does not control the Member Content posted via the Service and as such, does not guarantee the accuracy, integrity or quality of such content. NYTrack reserves the right, but is not obligated to review the Member Content posted via the Service and to refuse or remove any such materials in its sole discretion, without notice at any time. NYTrack also reserves the right to disclose any information or materials as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or remove any information or materials, in whole or in part, from the Member Content in NYTrack's sole discretion. With respect to the content on the Member Web Site, Member agrees not to:

    1. post, upload or otherwise transmit any content which is misleading to others or impersonate any person or entity or falsely state or otherwise misrepresent Member's affiliation with a person or entity to others, including, but not limited to, consumers;
    2. post, upload or otherwise transmit any content that is inappropriate, harmful to minors, threatening, abusive, harassing, tortious, defamatory, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
    3. post, upload or otherwise transmit any content that Member does not have a right to post and transmit under any law or under contractual or fiduciary relationships (such as information learned or disclosed as part of employment relationships or under nondisclosure agreements);
    4. post, upload or otherwise transmit any content, such that such posting, uploading, or transmission constitutes the infringement of any patent, trademark, trade secret, copyright or other proprietary rights of any party;
    5. post, upload or otherwise transmit any materials that contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment and/or attempt to access the accounts of others, or attempt to penetrate security measures of NYTrack, its vendors or suppliers or other entities' systems ("hacking"), whether or not the intrusion results in corruption or loss of data;
    6. post, upload or otherwise transmit any materials that impose an unreasonable or disproportionately large load on NYTrack's infrastructure that exceed the limits provided by the Service for which Member registered;
    7. post, upload or transmit any unsolicited or unauthorized advertising, promotional materials, "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
    8. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
    9. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities Exchange Commission, any rules of national or other securities exchange, including without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
    10. forge any headers or other manipulation of identifiers in order to disguise the origin of any content transmitted through the Service;
    11. promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals; or
    12. sell, distribute, disseminate or link to any sites for marketing, sales, distribution of: firearms, explosives, ammunition, liquor, tobacco products and any other products or services that (i) Member cannot legally sell, (ii) are misrepresented, and/or (iii) if sold via the Member Web Site could cause NYTrack to violate any law, statute or regulation.

  7. Third Party Content
    For Member's convenience, the Service, which includes the NYTrack Web Site, contains products, services, content and information from third party providers (which includes advertisers and affiliates) and/or links to their Web sites ("Third Party Content"). Such Third Party Content is not under the control of NYTrack and NYTrack is not responsible for such content, including, without limitation, any link contained in such content, or any changes or updates to such content. NYTrack is under no obligation, but does reserve the right to pre-screen Third Part Content available on the Service and does not assume any responsibility or liability for the content provided by others. NYTrack is providing such Third Party Content to Member only as a convenience, and the inclusion of such content does not imply endorsement by NYTrack of such content or the affiliate or advertiser. Member may be subject to additional and/or different terms, conditions, and privacy policies when using third party products, services, content, software, or sites. NYTrack does reserve the right to remove content that, in NYTrack's judgment, does not meet its standards, but NYTrack is not responsible for any failure or delay in removing such material.

    NYTrack is not and will not be responsible for (i) the terms and conditions of any transaction between Member and any third party, (ii) any insufficiency of or problems with any such third party's background, insurance, credit or licensing, or (iii) the quality of services performed by any such third party or any other legal liability arising out of or related to the performance of such services. In the event that Member has a dispute with any such third party, Member releases NYTrack (and its affiliates, suppliers, agents and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

  8. DISCLAIMER OF WARRANTIES.
    MEMBER EXPRESSLY UNDERSTANDS AND AGREES THAT: (A) MEMBER'S USE OF THE SERVICE IS AT MEMBER'S SOLE RISK. NYTRACK AND ITS SUPPLIERS PROVIDE THE SERVICE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICE, THE NYTRACK WEB SITE AND THE MEMBER WEB SITE "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
    (B) NYTRACK AND ITS SUPPLIERS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET MEMBER'S REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, AND (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY MEMBER THROUGH THE SERVICE WILL MEET MEMBER'S EXPECTATIONS.
    (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE, THE NYTRACK WEB SITE OR MEMBER WEB SITES IS DONE AT MEMBER'S OWN DISCRETION AND RISK, AND MEMBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO MEMBER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.


  9. LIMITATION OF LIABILITY
    IN NO EVENT SHALL NYTRACK AND/OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF USE, DATA OR PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE) EVEN IF NYTRACK OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, ARISING OUT OF OR IN CONNECTION WITH (A) THE USE OR INABILITY TO USE THE SERVICE, (B) THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, (C) FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SERVICE OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE, OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. Without limiting the foregoing, neither NYTrack nor its suppliers is responsible for any of Member's data residing on the Service or NYTrack's suppliers' hardware. Member is responsible for backing-up Member's data and information that may reside on the Service or NYTrack's suppliers' hardware, whether or not such information is produced through the use of the Service. It is Member's responsibility to take the necessary steps to ensure that Member's primary means of business is maintained (if applicable).

  10. Proprietary Rights to Member Content
    NYTrack does not claim ownership of the Member Content that Member provides to NYTrack and/or places on the Member Web Site. However, Member grants NYTrack a worldwide, royalty-free, non-exclusive license to (i) host, use, reproduce, modify, distribute, transmit, combine with information provided by third parties, and publicly display the Member Content on and through the Service and in NYTrack's promotional or advertising materials (only for the limited purpose of promoting the Service), and (ii) sublicense to third parties such Member Content to the extent necessary for the creation and maintenance of, in part or in whole, such Web sites. No compensation will be paid or due Member with respect to NYTrack's or its sub licenseeÕs use of the materials as licensed above. By posting messages, uploading files, inputting data, submitting any feedback or suggestions, or engaging in any other form of communication with or through any Member Web site, Member warrants and represents that Member owns or otherwise controls the rights necessary to do so and to grant NYTrack the license set forth above, and, pursuant to the terms set forth in Section 12, Member will defend and indemnify NYTrack and its suppliers from any third party claim related to a breach of any of the foregoing representations and warranties.

  11. NYTrack Proprietary Rights/Software Licenses
    Member acknowledges and hereby agrees that the Service and any software used in connection with the Service (the "Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Member further acknowledges and agrees that content contained in sponsor advertisements or information presented to Member through the Service, advertisers and/or Discussion Boards is protected by applicable copyrights, trademarks, service marks, patents and other proprietary rights and laws.

    NYTrack provides Member with a non-exclusive, non-transferable, limited license to use the Software, which Member agrees to use in accordance with this Agreement. Member may not sub-license or charge others to use or access the Software without first obtaining written permission from NYTrack. The Software is owned by NYTrack and/or its suppliers and is protected to the maximum extent permitted by copyright laws and international treaty provisions. Any reproduction, modification, creation of derivative works from or redistribution of the Software is expressly prohibited, and may result in severe civil and criminal penalties. The Software, its structure, sequence and organization and source code are considered trade secrets of NYTrack and its suppliers and are protected by trade secret laws. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCING THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. MEMBER MAY NOT DECOMPILE OR DISASSEMBLE, REVERSE ENGINEER OR OTHERWISE ATTEMPT TO DISCOVER ANY SOURCE CODE CONTAINED IN ANY SOFTWARE PROVIDED HEREUNDER.

  12. Indemnification
    Member agrees to indemnify and hold NYTrack and its suppliers, affiliates, partners, subsidiaries and employees (collectively, the "Indemnified Parties") harmless from any and all claims and demands, losses, liability costs and expenses (including, but not limited to, reasonable attorneys' fees), incurred by an Indemnified Party arising out of or related to (i) Member's breach of this Agreement; (ii) any information (including but not limited to Member Data and Member's publicly posted information) submitted, posted, or otherwise provided by Member at the Member Web Site and/or to NYTrack and/or its affiliates; (iii) any dispute or litigation between an Indemnified Party and a third party caused by Member's actions; and (iv) Member's negligence or violation or alleged violations of any rights of another. These obligations will survive any termination of Member's relationship with NYTrack or Member's use of the Service. To the fullest extent permitted by law, the foregoing indemnity will apply regardless of any fault, negligence, or breach of warranty or contract of NYTrack and/or its suppliers, affiliates, partners, subsidiaries and employees.

  13. Copyright and Trademark Notices
    All materials of the Service and the Software (as well as the organization and layout of the NYTrack Web Site) are owned and copyrighted or licensed by NYTrack, its affiliates or its suppliers. All rights reserved. No reproduction, distribution, or transmission of the copyrighted materials of the Service, which includes the NYTrack Web Site and/or the Software, is permitted without the written permission of NYTrack. Any rights not expressly granted herein are reserved.


  14. Modification of the Service
    NYTrack reserves the right, at its sole discretion, to, at any time, modify, or discontinue the Service, temporarily or permanently, (or any part thereof), including the imposition of limits on certain features and services or restriction of access to parts or all of the Service, with or without notice. Member agrees that NYTrack shall not be liable to Member or to any third party for any modification, suspension or discontinuance of the Service. Member further agrees that NYTrack shall have the right to remove any Element from the Member Web Site, with or without notice to Member, at any time at NYTrack's sole discretion, if NYTrack discontinues offering the Element for any reason. If Member does not agree to any such modifications, Member's sole and exclusive remedy is to cancel Member's Account.

  15. Termination/Cancellation of Member Account
    Either Member or NYTrack may terminate or cancel Member's Account at any time. Member understands and agrees that the cancellation of Member's Account is Member's sole right and remedy with respect to any dispute with NYTrack. This includes, but is not limited to, any dispute related to, or arising out of: (1) any term of this Agreement or NYTrack's enforcement or application of any such term; (2) any policy or practice of NYTrack, including NYTrack's Privacy Policy or NYTrack's enforcement or application of these policies; (3) the content available through the Service or any change in content provided through the Service; (4) Member's ability to access or use the Service or Member's Web Site. All other provisions of this Agreement, which may reasonably be construed as surviving such termination, will survive the termination of this Agreement.

    NYTrack may terminate Member's Web Site and/or Member's Account if NYTrack determines, in NYTrack's sole discretion, to discontinue offering the Service. Additionally, NYTrack, in its sole discretion, may terminate Member's Web Site, Member's Account or Member's use of the Service for any reason, including, without limitation, (i) if Member breaches this Agreement, (ii) if NYTrack is unable to verify or authenticate any information that Member provides to NYTrack, or (iii) if NYTrack believes that Member has violated or acted inconsistently with the spirit of this Agreement.

    Upon termination of Member's Account for any reason, Member shall remain liable for and NYTrack reserves the right to (a) delete any Member Content, listings, messages or other information in connection with Member's account; (b) prohibit Member's access to Member's Account, including without limitation by deactivating Member's password; and (c) refuse Member future access to the Service.

    Member may cancel Member's Account by sending an email to Customer Support or editing service feature(s) within the Account section of the Admin PLUS folder. Member will receive a cancellation confirmation via email after NYTrack processes Member's cancellation request.


  16. Notice
    Statements, notices and other communications to Member may be made by mail, email, postings within Member's account or other reasonable means. NYTrack may also provide notices of changes to the Agreement or other matters by displaying notices or links to notices generally on the NYTrack Web Site. Member should refer to the Member Support page of the NYTrack Web Site for information on how to contact and/or provide notice to NYTrack.

  17. Arbitration/ Jurisdiction
    Member agrees that any dispute or claim arising out of or related to the Service or this Agreement, or the interpretation, making, performance, breach or termination thereof, shall be finally settled by binding arbitration in New York, New York under the American Arbitration Association Rules by one arbitrator appointed in accordance with said Rules. The proceedings shall be conducted and all evidence shall be offered in the English language. Member agrees that any claim against NYTrack must be filed within one (1) year of the time such claim arose, regardless of any law to the contrary, otherwise such claim will be barred forever.

    Notwithstanding the above, NYTrack may apply to any court of competent jurisdiction (i) for a temporary restraining order, preliminary injunction or other interim or conservatory relief as necessary, including without limitation for breach of Section 12 (NYTrack Proprietary Rights/Software License) without breach of this arbitration agreement and without any abridgment of the powers of the arbitrator.

    This Agreement shall be governed in all respects by the laws of the State of New York, U.S.A. Such law shall be applied by the arbitrator to the merits of any dispute or claim. For any non-arbitral action or proceeding arising out of or related to the Service or this Agreement, both parties submit to sole and exclusive jurisdiction and venue in the courts located in New York County, New York and further agree that any such action or proceeding shall be brought in a court in New York County, New York.

    A printed version of this Agreement shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

  18. General
    If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. NYTrack's failure to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. Member shall not assign this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without prior written approval of NYTrack, and any such attempted assignment shall be void. NYTrack shall have the right to freely assign this Agreement, and its rights and obligations hereunder, to any third party without requiring the consent or notice of Member. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefits of the parties hereto, their successors and permitted assigns. This Agreement sets forth the entire understanding and agreement between NYTrack and Member with respect to the subject matter hereof. The section and subsection titles in the Agreement are for convenience only and have no legal or contractual effect. Each party is an independent contractor and not an agent or representative of any other party. No party shall have any right or authority to create any obligation or make any representation or warranty in the name or on behalf of any other party. This Agreement shall not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any partnership obligation or liability upon any party. The parties acknowledge and agree that this Agreement may be entered into electronically, and without the necessity of written signatures.

    The services hereunder are offered by The NYTrack.com, located at 954 Lexington Avenue, Suite 199, New York, NY 10021


  19. Violations
    Please report any violations of this Agreement to our customer support group

  20. Independent Review
    MEMBER ACKNOWLEDGES THAT MEMBER HAS READ THIS AGREEMENT AND ALL RELATED SITE SCREENS REFERENCED AND INCORPORATED IN THIS AGREEMENT AND THAT MEMBER AGREES TO ALL ITS TERMS AND CONDITIONS. MEMBER HAS INDEPENDENTLY EVALUATED ALL ASPECTS OF THIS AGREEMENT AND THE DESIRABILITY OF ENTERING INTO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.


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