YOUR ACCEPTANCE OF THIS AGREEMENT.
Membership on the Site is free. Upon registration, you will be required to create a user name and password or you may log in via "open ID" registration through Facebook, in which case you will be allowing us to view additional information about you that you have chosen to reveal thereon. You are responsible for all activities that occur under your user name. You are responsible for maintaining the security and confidentiality of your user name and password. It is your responsibility to notify us immediately of any unauthorized use of your user name or password and you will be liable for any unauthorized use of the Site or the Services including, without limitation, any direct, indirect, or actual damages.
If you wish to terminate your membership before it would otherwise expire, you may do so at any time by going to the "edit" tab under "My account" and clicking the "delete user account" button. We may terminate your access to the Site and the Services and we may terminate your membership if you fail to comply with the terms and conditions of this Agreement including, without limitation, for any activity that is disrupting or causing harm to our computers, systems or infrastructure or to other parties, or is in violation of any laws regarding "spam".
The Site and all Content contained on the Site (other than Member Generated Content as defined below) are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. "Content" means all of the software and code comprising or used to operate the Site and/or the Services, and all of the text, photographs, images, illustrations, graphics, sound recordings, video and audio-video clips, and other materials available on the Site or through the Services (other than Member Generated Content). We retain all rights in the Content on the Site and no license with respect thereto is granted to you. Without limitation of the foregoing, none of the Content may be used, copied, reproduced, distributed, republished, downloaded, modified, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without our express prior written permission. Our name and logo, all custom graphics and all trademarks, service marks and logos appearing on the Site, unless otherwise noted, are our trademarks (whether registered or not), service marks and/or trade dress and may not be used in any manner without our prior written consent. Notwithstanding anything to the contrary contained in this Agreement, any other company names, trademarks, logos, service marks, trade dress and/or other Content that may be on the Site are solely for identification purposes and may not be owned by us; your use of such other company names, trademarks, logos, service marks, trade dress and/or other Content is not governed by the terms of this Agreement but instead are subject to any terms and conditions prescribed by the owners of such other company names, trademarks, logos, service marks, trade dress and/or other Content and you hereby indemnify and hold us harmless with respect to your use of such other company names, trademarks, logos, service marks, trade dress and/or other Content.
All information (including, without limitation, comments, feedback and suggestions, as applicable) submitted on the Site in connection with the Site and/or the Services (but excluding such comments, feedback, suggestions and other information in connection with Member Generated Content) are the property of NY nesting and your submission of any such information constitutes your assignment to NY nesting of all worldwide rights, titles and interests in all copyrights and other intellectual properties therein. Without limitation of the foregoing, your submission of any such information constitutes your agreement that NY nesting may use any such information in any way NY nesting deems necessary or desirable.
RESTRICTIONS ON YOUR USE OF THE SITE AND THE SERVICES.
You agree not to submit, as part of your use of the Site or the Services, any material that is illegal, misleading, defamatory, indecent or obscene, in poor taste, threatening, infringing of any third party proprietary rights, invasive of personal privacy, or otherwise objectionable. You may not use the Site or the Services for any purpose that is prohibited by any law or regulation, or to facilitate the violation of any law or regulation. You may not use the Site, the Services or any Content to compete in any manner with NY nesting. You may not attempt to use any "deep-link," "scraper," "robot," "bot," "spider," "data mining," "computer code" or any other automated device, program, tool, algorithm, process or methodology or manual process having similar processes or functionality, to access, acquire, copy, or monitor any portion of the Site, the Services or any Content.
You may not use the Site or the Services in a manner that would violate the security of this Site or attempt to gain unauthorized access to the Site, data, materials, information, computer systems or networks connected to any server associated with the Site through hacking, password mining or any other means. You may not impersonate any person or entity, or falsely state or otherwise represent an affiliation with a person or entity. You will not upload or transmit through the Site any computer viruses, trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer. You may not interfere with, attempt to interfere with or otherwise disrupt the proper working of the Site, the Services or any other activities conducted on or through the Site or any servers or networks connected to the Site. You may not use the Site or the Services for any purposes other than those that are personal and non-commercial.
In using the Site and/or the Services, you may obtain direct access or otherwise be exposed to certain confidential information of NY nesting and its affiliates, employees, advisors and/or consultants including, without limitation technical, marketing and/or other information that should reasonably be understood as confidential ("Confidential Information"). You must hold Confidential Information in strict confidence. Without limitation of the foregoing, Confidential Information remains the sole and exclusive property of NY nesting and its affiliates, employees, advisors and/or consultants. Confidential Information does not include information that you can establish by legally sufficient means: you possessed prior to your receipt from us, without an obligation to maintain its confidentiality; is or becomes generally known to the public through no act or omission by you, or otherwise without violation of this Agreement; you obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; you independently developed without the use of Confidential Information; or in response to a valid order by a court or other governmental body, as otherwise required by law and as disclosed after prior notice to us adequate to afford us the opportunity to object to such disclosure.
You represent, warrant and agree that you are at least 18 years of age or older, and if under the age of 18 or the age of majority as that is defined in your jurisdiction, you will only use the Site and/or the Services under the supervision of a parent, legal guardian, or other responsible adult.
USER GENERATED CONTENT.
We provide areas on the Site through which Members may communicate information. All such submissions by Members are referred to herein as "Member Generated Content." You are responsible for Member Generated Content that you post on the Site and you hereby indemnify and hold us harmless with respect thereto. Before submitting any Member Generated Content, you should be aware that you can be held personally liable for its accuracy and for content that is defamatory or obscene or that violates this Agreement, an obligation of confidentiality, or the rights of others. If any part of the Member Generated Content you submit is not your original work, it is your responsibility to obtain any necessary permissions before you post such Member Generated Content on the Site.
Without limitation of the foregoing, you may not submit Member Generated Content that is illegal, misleading, false, fraudulent (including, without limitation, in connection with the impersonation of another person or entity), defamatory, indecent or obscene, in poor taste, threatening, infringing of any third party proprietary, confidentiality or fiduciary rights, invasive of personal privacy, or that relates to any person under the age of 18 or is otherwise objectionable. In addition to and without limitation of the foregoing, you may not submit Member Generated Content that is used for spamming purposes including, without limitation, any unsolicited commercial e-mail, links to comment spam on blogs and social networks, links to any illegal content such as counterfeit pages or so-called "phishing" pages, links to viruses, adware, spyware or other malicious code, or search engine spamming or that contains 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 or that contains any request for or solicitation of any personal or private information from any person or entity, that contains any request for or solicitation of money, goods, or services for private gain, that contains advertising, promotions or marketing, or which otherwise has a commercial purpose inconsistent with the purposes of the Site.
As between you and us, you own the copyright in any original Member Generated Content you submit on or through the Site. However, by uploading, posting, transmitting or otherwise making any Member Generated Content available on or through the Site, you are granting us and our subsidiaries, affiliates, successors and assigns, a nonexclusive, fully paid, worldwide, perpetual, irrevocable, royalty-free, transferable license (with the right to sublicense through unlimited levels of sublicensees) to use, copy, modify, distribute, publicly display and perform, publish, transmit, remove, retain, repurpose, and commercialize such Member Generated Content in any and all media or form of communication whether now existing or hereafter developed, without obtaining additional consent, without restriction, notification, or attribution, and without compensating you in any way, and to authorize others to do the same. For this reason, you should not submit any Member Generated Content that you do not wish to license to us including, without limitation, any confidential information.
We may disclose and/or remove Member Generated Content without any notice to you. We reserve the right (but do not have the obligation) to monitor all Member Generated Content. We reserve the right to require that you avoid certain subjects, if doing so will help ensure compliance with applicable laws. We reserve the right (but do not assume the obligation) to remove or block any Member Generated Content at any time without any notice to you at its sole discretion. We reserve the right to disclose any Member Generated Content and the identity of the Member who submitted such Member Generated Content in response to a subpoena or whenever disclosure is appropriate to comply with the law or a court order, to prevent or investigate a possible crime or other violation of law, to protect the rights of NY nesting or others, or to enforce the terms of this Agreement. In addition, we reserve the right (but do not assume the obligation) to terminate your access to and use of the Site and/or the Services, or to censor, edit or block your transmissions thereto in its sole discretion. You agree that the exercise of such discretion shall not render NY nesting the owners of any Member Generated Content, and the Member who made such Member Generated Content available on or through the Site will retain ownership thereof as described above.
You may report objectionable Member Generated Content on the Site by sending an e-mail to email@example.com. We do not have any obligation to remove any Member Generated Content from the Site but we will review all such requests and will remove content that we determine should be removed, in its sole discretion, in accordance with the terms of this Agreement and in accordance with applicable law.
LINKS TO THIRD PARTY SITES.
You may link to third party sites through the use of the Site and/or the Services. The third party sites are not under our control and we are not responsible for the contents of any third party sites, any links contained in third party sites, or any changes or updates to third party sites. We are not responsible for webcasting or any other form of transmission received from any third party sites. We may provide these links to third party sites to you only as a convenience, and the inclusion of any link does not imply an endorsement by NY nesting of the third party site.
DISCLAIMER AND LIMITATION OF LIABILITY.
THE SITE AND/OR THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
YOU HEREBY EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND/OR THE SERVICES IS AT YOUR SOLE RISK. NEITHER NY NESTING, ITS EMPLOYEES, AFFILIATES, AGENTS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS OR THE LIKE, WARRANTS THAT THE SITE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO ANY OF THE AFORESAID MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR THE SERVICES. NY NESTING IS NOT A BROKER AND THE SITE IS NOT A PRIMARY SOURCE OF DATA REGARDING ANY PROPERTY DISPLAYED THEREON. NYNESTING.COM IS STRICTLY FOR INFORMATION PURPOSES ONLY. ALL INFORMATION PROVIDED ON THE SITE IS FROM THIRD PARTY SOURCES AND NY NESTING MAKES NO WARRANTY THAT SUCH SOURCES ARE RELIABLE. NOTWITHSTANDING THE FOREGOING, NY NESTING MAKES NO WARRANTY AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE SITE OR THE SERVICES. BUILDING RATINGS ARE BASED ON BUILDING AMENITIES, APARTMENT AMENITIES AND SUBWAY ACCESSIBILITY AND ARE SOLELY BASED ON THE OPINIONS OF NY NESTING.
THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY NY NESTING, ITS EMPLOYEES, AGENTS (INCLUDING REPRESENTATIVES OR GUIDES), THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS OR THE LIKE, SHALL CREATE A WARRANTY; NOR SHALL YOU RELY ON ANY SUCH INFORMATION OR ADVICE. WITHOUT LIMITATION OF THE FOREGOING, NY NESTING IS NOT RESPONSIBLE OR LIABLE IN ANY WAY IF ANY INFORMATION PROVIDED IS INACCURATE IN ANY WAY.
NY NESTING DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR ANY STATEMENTS, ADVICE OR OPINIONS CONTAINED IN MEMBER GENERATED CONTENT AND SUCH STATEMENTS, ADVICE AND OPINIONS DO NOT IN ANY WAY REFLECT THE STATEMENTS, ADVICE AND OPINIONS OF NY NESTING.
NY NESTING IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY MEMBER GENERATED CONTENT. ALTHOUGH WE INCLUDE STRICT PROVISIONS REGARDING MEMBER GENERATED CONTENT IN THIS AGREEMENT, WE DO NOT CONTROL AND ARE NOT RESPONSIBLE FOR WHAT MEMBERS POST ON OR THROUGH THE SITE AND WE ARE NOT RESPONSIBLE FOR ANY INACCURATE, OFFENSIVE, INAPPROPRIATE, OBSCENE, UNLAWFUL, INFRINGING OR OTHERWISE OBJECTIONABLE OR ILLEGAL MEMBER GENERATED CONTENT YOU MAY ENCOUNTER ON THE SITE OR IN CONNECTION WITH YOUR USE OF THE SITE OR THE SERVICES.
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL NY NESTING, OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE SITE OR THE SERVICES, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SITE OR THE SERVICES INCLUDING, BUT NOT LIMITED TO, RELIANCE BY YOU ON ANY INFORMATION OBTAINED THROUGH THE SITE OR THE SERVICES OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO NY NESTING'S RECORDS, PROGRAMS OR SERVICES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES NY NESTING’S LIABILITY IS HEREBY LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You hereby warrant and represent that you are free and under no disability to enter into this Agreement and to use the Site and/or the Services. With respect to Member Generated Content, you hereby warrant and represent that you have all necessary rights to submit such Member Generated Content to the Site and that such Member Generated Content does not violate the terms of this Agreement. You hereby agree to hold us harmless against, and at your expense handle and defend, any claim and defend any suit brought against you based upon any allegation that your use of the Site or the Services disrupted or caused harm to our computers, systems or infrastructure or to other parties, or if your use of the Site or the Services was otherwise in violation of this Agreement.
No action taken by us pursuant to this Agreement, and no waiver by us whether express or implied, of any provision or right in this Agreement or any breach thereof, and no failure of NY nesting to exercise or enforce any of its rights under this Agreement, will constitute a continuing waiver with respect to such provision or right or as a breach or waiver or any other provision or right, whether or not similar.
If any covenant or provision of the Agreement is determined to be void or unenforceable in whole or part, then such void or unenforceable covenant or provision shall be deleted from this Agreement and shall not effect or impair the enforceability or validity of any other covenant or provision of this Agreement or any part thereof.
This Agreement is governed by the laws of State of New York (without regard to its conflicts of laws principles) with respect to contracts entered into and performed in New York, and are binding upon you and inure to your benefit. Any dispute, controversy or claim arising out of or in relation to this Agreement, including the validity, invalidity, breach or termination thereof, shall be settled by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers of Commerce in force on the date when the Notice of Arbitration is submitted in accordance with these Rules. The number of arbitrators shall be one (1); the seat of the arbitration shall be in Basel; the arbitral proceedings shall be conducted in English; and the law that applies shall be United States law.