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 “User”) and BTRtoday.com (“BTRtoday”). This Agreement governs the access and use of all services for which User registers and which are provided by or through BTRtoday’s Web Site and BTRtoday’s online resources, including without limitation the BTRtoday’s 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 User conditioned upon User’s acceptance without modification of this Agreement. User acknowledges that, from time to time, it may be necessary for BTRtoday to update or revise certain provisions of the Agreement. By joining BTRtoday and accepting this Agreement, User agrees that BTRtoday may change the terms of the Agreement in its sole discretion without specific notice to User. If User does not agree to the changes proposed by BTRtoday, or to any terms in this Agreement, User’s sole and exclusive remedy is to cancel User’s BTRtoday account (“User’s Account”). Notwithstanding the foregoing, BTRtoday 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
User shall not use the Service, in whole or in part, for any purpose that is unlawful or prohibited by this Agreement. User agrees that User 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 (“User Web Site”) in accordance with this Agreement. This means, among other activities, that User 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. User agrees that User 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. User 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 BTRtoday, User agrees that User will not access or attempt to access password protected, secure or non-public areas of the Service. If User attempts to access prohibited areas of the Service, User may be subject to prosecution.
In order for User to participate in the Service, BTRtoday will require User to provide specific information about User and User’s organization. If User chooses to participate and build a User Web Site, User agrees to provide true, accurate and complete information and to refrain from impersonating or falsely representing User’s affiliation with any person or entity. User shall be responsible for maintaining the confidentiality of User’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. User shall be responsible for all actions by such users, including without limitation former employees and former partners, and shall indemnify BTRtoday 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 BreakThruRadio’s Privacy
4. User Account Limitations
User hereby acknowledges that BTRtoday 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 User Web Site will be retained by BTRtoday, (b) the maximum limits on bandwidth usage that will be allotted to User, and (c) maximum limits on storage space. Any of the foregoing limits will be consistent with the Service (including any upgrades) for which User has registered. User agrees that BTRtoday has no responsibility or liability for the deletion or failure to store any content maintained or transmitted by the Service. User further acknowledges and agrees that BTRtoday 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 BTRtoday
The BTRtoday Web Site includes a number of venues such as User Web sites and Web pages, Discussion Boards and/or other message or communication facilities designed to enable Users to disseminate and exchange thoughts and opinions to and with other users or the public. Although BTRtoday 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 User’s thoughts and opinions. Therefore, BTRtoday cannot be responsible for the appropriateness, accuracy, sufficiency, correctness, veracity, completeness, or timeliness of such thoughts and opinions. User acknowledges that User should always use caution when posting any personally identifying information about User or User’s associates on the BTRtoday Web Site, the User Web Site, or any other user Web sites.
6. User Conduct
User’s right to use the Service is personal to User and User’s organization and its employees (if applicable). User, and not BTRtoday, is entirely responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (“User Content”) posted via the Service. User, and not BTRtoday, is also responsible for compliance with all laws, regulations and ordinances connected with all aspects of User’s use of the Service. User shall not use the Service for any illegal purpose in violation of any local, state, federal or international law. User 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 User’s use of the Service. If the Service does not provide adequate facility or features for User to provide such Information and Actions, then User shall not use the Service.
BTRtoday does not control the User Content posted via the Service and as such, does not guarantee the accuracy, integrity or quality of such content. BTRtoday reserves the right, but is not obligated to review the User Content posted via the Service and to refuse or remove any such materials in its sole discretion, without notice at any time. BTRtoday 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 User Content in BTRtoday’s sole discretion. With respect to the content on the User Web Site, User agrees not to:
- post, upload or otherwise transmit any content which is misleading to others or impersonate any person or entity or falsely state or otherwise misrepresent User’s affiliation with a person or entity to others, including, but not limited to, consumers;
- 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;
- post, upload or otherwise transmit any content that User 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);
- 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;
- 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 BTRtoday, its vendors or suppliers or other entities’ systems (“hacking”), whether or not the intrusion results in corruption or loss of data;
- post, upload or otherwise transmit any materials that impose an unreasonable or disproportionately large load on BTRtoday’s infrastructure that exceed the limits provided by the Service for which User registered;
- post, upload or transmit any unsolicited or unauthorized advertising, promotional materials, “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- 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;
- forge any headers or other manipulation of identifiers in order to disguise the origin of any content transmitted through the Service;
- 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
- 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) User cannot legally sell, (ii) are misrepresented, and/or (iii) if sold via the User Web Site could cause BTRtoday to violate any law, statute or regulation.
7. Third Party Content
For User’s convenience, the Service, which includes the BTRtoday 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 BTRtoday and BTRtoday is not responsible for such content, including, without limitation, any link contained in such content, or any changes or updates to such content. BTRtoday 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. BTRtoday is providing such Third Party Content to User only as a convenience, and the inclusion of such content does not imply endorsement by BTRtoday of such content or the affiliate or advertiser. User may be subject to additional and/or different terms, conditions, and privacy policies when using third party products, services, content, software, or sites. BTRtoday does reserve the right to remove content that, in BTRtoday’s judgment, does not meet its standards, but BTRtoday is not responsible for any failure or delay in removing such material.
BTRtoday is not and will not be responsible for (i) the terms and conditions of any transaction between User 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 User has a dispute with any such third party, User releases BTRtoday (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 Warrantees.
USER EXPRESSLY UNDERSTANDS AND AGREES THAT: (A) USER’S USE OF THE SERVICE IS AT USER’S SOLE RISK. BTRTODAY AND ITS SUPPLIERS PROVIDE THE SERVICE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICE, THE BTRTODAY WEB SITE AND THE USER 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) BTRTODAY AND ITS SUPPLIERS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET USER’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 USER THROUGH THE SERVICE WILL MEET USER’S EXPECTATIONS. (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE, THE BTRTODAY WEB SITE OR USER WEB SITES IS DONE AT USER’S OWN DISCRETION AND RISK, AND USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
9. Limitation of Liability
IN NO EVENT SHALL BTRTODAY 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 BTRTODAY 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 BTRtoday nor its suppliers is responsible for any of User’s data residing on the Service or BTRtoday’s suppliers’ hardware. User is responsible for backing-up User’s data and information that may reside on the Service or BTRtoday’s suppliers’ hardware, whether or not such information is produced through the use of the Service. It is User’s responsibility to take the necessary steps to ensure that User’s primary means of business is maintained (if applicabl
10. Proprietary Rights to User Content
BTRtoday does not claim ownership of the User Content that User provides to BTRtoday and/or places on the User Web Site. However, User grants BTRtoday 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 User Content on and through the Service and in BTRtoday’s promotional or advertising materials (only for the limited purpose of promoting the Service), and (ii) sublicense to third parties such User 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 User with respect to BTRtoday’s or its sub licensee’s 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 User Web site, User warrants and represents that User owns or otherwise controls the rights necessary to do so and to grant BTRtoday the license set forth above, and, pursuant to the terms set forth in Section 12, User will defend and indemnify BTRtoday and its suppliers from any third party claim related to a breach of any of the foregoing representations and warranties.
11. BTRtoday Proprietary Rights/Software Licenses
User 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. User further acknowledges and agrees that content contained in sponsor advertisements or information presented to User through the Service, advertisers and/or Discussion Boards is protected by applicable copyrights, trademarks, service marks, patents and other proprietary rights and laws.
BTRtoday provides User with a non-exclusive, non-transferable, limited license to use the Software, which User agrees to use in accordance with this Agreement. User may not sub-license or charge others to use or access the Software without first obtaining written permission from BTRtoday. The Software is owned by BTRtoday 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 BTRtoday 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. USER MAY NOT DECOMPILE OR DISASSEMBLE, REVERSE ENGINEER OR OTHERWISE ATTEMPT TO DISCOVER ANY SOURCE CODE CONTAINED IN ANY SOFTWARE PROVIDED HEREUNDER.
User agrees to indemnify and hold BTRtoday 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) User’s breach of this Agreement; (ii) any information (including but not limited to User Data and User’s publicly posted information) submitted, posted, or otherwise provided by User at the User Web Site and/or to BTRtoday and/or its affiliates; (iii) any dispute or litigation between an Indemnified Party and a third party caused by User’s actions; and (iv) User’s negligence or violation or alleged violations of any rights of another. These obligations will survive any termination of User’s relationship with BTRtoday or User’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 BTRtoday 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 BTRtoday Web Site) are owned and copyrighted or licensed by BTRtoday, its affiliates or its suppliers. All rights reserved. No reproduction, distribution, or transmission of the copyrighted materials of the Service, which includes the BTRtoday Web Site and/or the Software, is permitted without the written permission of BTRtoday. Any rights not expressly granted herein are reserved.
14. Modification of the Service
BTRtoday 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. User agrees that BTRtoday shall not be liable to User or to any third party for any modification, suspension or discontinuance of the Service. User further agrees that BTRtoday shall have the right to remove any Element from the User Web Site, with or without notice to User, at any time at BTRtoday’s sole discretion, if BTRtoday discontinues offering the Element for any reason. If User does not agree to any such modifications, User’s sole and exclusive remedy is to cancel User’s Account.
15. Termination/Cancellation of User Account
BTRtoday may terminate User’s Web Site and/or User’s Account if BTRtoday determines, in BTRtoday’s sole discretion, to discontinue offering the Service. Additionally, BTRtoday, in its sole discretion, may terminate User’s Web Site, User’s Account or User’s use of the Service for any reason, including, without limitation, (i) if User breaches this Agreement, (ii) if BTRtoday is unable to verify or authenticate any information that User provides to BTRtoday, or (iii) if BTRtoday believes that User has violated or acted inconsistently with the spirit of this Agreement.
Upon termination of User’s Account for any reason, User shall remain liable for and BTRtoday reserves the right to (a) delete any User Content, listings, messages or other information in connection with User’s account; (b) prohibit User’s access to User’s Account, including without limitation by deactivating User’s password; and (c) refuse User future access to the Service.
User may cancel User’s Account by sending an email to Customer Support or editing service feature(s) within the Account section of the Admin PLUS folder. User will receive a cancellation confirmation via email after BTRtoday processes User’s cancellation request.
Statements, notices and other communications to User may be made by mail, email, postings within User’s account or other reasonable means. BTRtoday may also provide notices of changes to the Agreement or other matters by displaying notices or links to notices generally on the BTRtoday Web Site. User should refer to the User Support page of the BTRtoday Web Site for information on how to contact and/or provide notice to BTRtoday.
17. Arbitration/ Jurisdiction
User 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. User agrees that any claim against BTRtoday 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, BTRtoday 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 (BTRtoday 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.
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. BTRtoday’s failure to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. User shall not assign this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without prior written approval of BTRtoday, and any such attempted assignment shall be void. BTRtoday 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 User. 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 BTRtoday and User 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 BTRtoday.com, located at 954 Lexington Avenue, Suite 199, New York, NY 10021
Please report any violations of this Agreement to our customer support group
20. Independent Review
USER ACKNOWLEDGES THAT USER HAS READ THIS AGREEMENT AND ALL RELATED SITE SCREENS REFERENCED AND INCORPORATED IN THIS AGREEMENT AND THAT USER AGREES TO ALL ITS TERMS AND CONDITIONS. USER 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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