EFFECTIVE DATE: October 1, 2012
THIS IS A CONTRACT. PLEASE CAREFULLY READ THE FOLLOWING TERMS BEFORE ACCESSING THIS SITE. BY ACCESSING THIS SITE, YOU ACCEPT AND AGREE TO ALL OF THE COVENANTS AND CONDITIONS IMPOSED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS THE SITE.
BY USING THE NYBAS.COM SERVICE, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THESE TERMS. YOU ALSO AGREE TO REVIEW THIS AGREEMENT PERIODICALLY TO BE AWARE OF MODIFICATIONS TO THE AGREEMENT, WHICH MODIFICATIONS WE MAY MAKE AT ANY TIME. YOUR CONTINUED USE OF THIS SITE WILL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF ANY MODIFIED AGREEMENT.
1. Contact Information.
NYBAS c/o Greyworks LLC
902 Broadway, Flr 4
New York, NY 10010
3. Modification of Terms.
Greyworks reserves the right to modify these Terms at any time. Except as otherwise stated herein, any change to these Terms is effective immediately after Greyworks gives notice to the User. Notice can be given through e-mail, a posting on the Site or any other means by which a User may obtain notice. User agrees to check the Site periodically for changes to these Terms. Any use of the Site after changes have been made shall be deemed acceptance of those changed terms and/or conditions.
4. Limited License.
Greyworks hereby grants each Subscriber a limited, non-exclusive, non-sublicensable and non-transferable license to Access the Site and to use the NYBAS.com Service according to the provisions contained herein, and subject to the payment of the applicable subscription fees and adherence to these Terms.
5. Fees; Renewal; Refund Policies.
Subscriptions are billed every (1) week and provide the Subscriber access to the NYBAS.com Service.
Automatically renews on the last delivery date after delivery has taken place.
Subscription fees are non-refundable.
Discounts, rebates or other special offers only valid for initial term unless offer explicitly states otherwise; subscriptions renew at the then-current full subscription rates
Greyworks may increase subscription fees for a subsequent subscription period at any time and for any reason, provided, however, that Greyworks provides notice at least thirty (30) calendar days prior to the expiration of the subscription
Greyworks may terminate the subscription and these Terms if unable to renew the subscription based on inaccurate or outdated credit card information
Right of Access to the NYBAS.com Service granted under these Terms is effective only upon payment of the subscription fees
7. Access to the NYBAS.com Service; Modification of Content.
Greyworks strives to provide the NYBAS.com Service to its Subscribers on a continuous basis. To that end, Greyworks will take all commercially reasonable efforts to provide uninterrupted Access to the NYBAS.com Service to its Subscribers. However, from time to time, Subscribers may be unable to Access the NYBAS.com Service due to conditions beyond Greyworks’s control. Such conditions include, but are not limited to: force majeure, Acts of God, power outages, adverse weather conditions, and the acts of computer hackers and others acting outside the law. Also, from time to time, Access may be unavailable due to software issues, server downtime, increased Internet traffic or downtime, programming errors, regular maintenance of the system, and other related reasons. In response to any unavailability of the NYBAS.com Service to its Subscribers, Greyworks will take all commercially reasonable steps to ensure Access is restored within a reasonable period of time. The term “commercially reasonable,” as used in these Terms, shall mean reasonable efforts taken in good faith without an unduly or burdensome use or expenditure of time, resources, personnel or money.
Greyworks endeavors to provide the highest quality service to its Subscribers. To that end, Greyworks reserves the right, in its sole discretion, to change, modify, or discontinue any aspect or feature of this Site in whole or in part, including, without limitation, the content, availability, Access and/or the Terms of this Site. Such changes, modifications, additions or deletions will be effective immediately upon notice thereof, which notice may be made by posting such changes on this Site.
Users are solely responsible for ensuring that they have sufficient and compatible hardware, software, telecommunications equipment and Internet service necessary for use of the Site.
8. Prohibited Conduct.
User expressly agrees to refrain from doing, either personally or through an agent, any of the following “Prohibited Conduct”:
To ensure that Users of the Site do not engage in Prohibited Conduct, Greyworks reserves the right to monitor use of the Site and reserves the right to revoke or deny Access to the NYBAS.com Service to any person or entity whose use of the NYBAS.com Service suggests Prohibited Conduct. Access of the materials available at the NYBAS.com Service beyond that of normal patterns of use that suggests systematic copying of the materials constitutes abuse of the NYBAS.com Service and will result in revocation or denial of Access to the NYBAS.com Service. The terms “normal patterns” and “abuse” shall be determined solely by Greyworks.
You agree not to violate any U.S., foreign or international software or technology export laws and regulations, including without limitation the U.S. Export Administration Regulations.
10. LIMITED WARRANTIES.
Greyworks warrants that the software that allows Users to Access the NYBAS.com Service (“Software”), if operated as directed, will substantially achieve the functionality described on the Site. Greyworks PROVIDES NO WARRANTY THAT YOUR HARDWARE, SOFTWARE, TELECOMMUNICATIONS EQUIPMENT AND/OR INTERNET SERVICE IS COMPATIBLE OR SUFFICIENT TO ACCESS THE SITE.
ALTHOUGH GREYWORKS HAS ATTEMPTED TO PROVIDE ACCURATE INFORMATION ON THE SITE, IT MAKES NO GUARANTEE OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE RELIABILITY, ACCURACY, TIMELINESS OR COMPLETENESS OF THAT INFORMATION AND ASSUMES NO RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS THEREIN.
10.1 DISCLAIMERS AND LIMITATION OF LIABILITY.
USER ACCESSES THIS SITE AT HIS/HER/ITS OWN RISK. THE SITE IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND (BEYOND THE WARRANTIES SET FORTH IN SECTION 9), EXPRESSED, IMPLIED OR STATUTORY, AND ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS ARE SPECIFICALLY DISCLAIMED. GREYWORKS DOES NOT WARRANT ANY PARTICULAR RESULT FROM USE OF THE SOFTWARE OR SITE. GREYWORKS DOES NOT WARRANT THAT THE INFORMATION ON THE SITE IS ACCURATE, COMPLETE OR COMPLIES WITH ANY PARTICULAR LAW OR REGULATION, OR THAT THE OPERATION OF AND YOUR ACCESS TO THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR COMPLETELY SECURE. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (TORT, CONTRACT OR OTHERWISE) SHALL GREYWORKS OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES, SHAREHOLDERS, DIRECTORS, OFFICERS, THIRD PARTY CONTENT PROVIDERS, SUCCESSORS OR ASSIGNS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA, LOSS OF PRODUCTIVITY OR CONTRACT, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. YOUR USE OF THIS SITE IS AT YOUR SOLE RISK AND ANY CONTENT THAT YOU DOWNLOAD IS DOWNLOADED AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM IN EXCESS OF THE AMOUNT Greyworks RECEIVED FROM THE SUBSCRIBER FOR A SUBSCRIPTION TO ACCESS THE NYBAS.com SERVICE, AND FOR ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOADING OF ANY SUCH CONTENT, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES. IN NO EVENT WILL GREYWORKS BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT GREYWORKS RECEIVED FROM THE SUBSCRIBER FOR A SUBSCRIPTION TO ACCESS THE NYBAS.COM SERVICE, EVEN IF GREYWORKS SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. THIS DISCLAIMER IS APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM THE NEGLIGENCE OR AN OMISSION OF GREYWORKS, COMPUTER VIRUS OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, OR UNAUTHORIZED ACCESS TO OR USE OF USER INFORMATION THROUGH THEFT OR ANY OTHER MEANS. GREYWORKS IS NOT LIABLE FOR CRIMINAL, TORTIOUS, OR NEGLIGENT ACTIONS OR OMISSIONS OF THIRD PARTIES THAT AFFECT THIS SITE.
NO DEALER, AGENT, OR EMPLOYEE OF GREYWORKS IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSION, OR ADDITIONS TO THESE LIMITED WARRANTIES OR DISCLAIMERS.
GREYWORKS DISCLAIMS ALL WARRANTIES, AND SHALL HAVE NO LIABILITY FOR DAMAGES IN EXCESS OF THE AMOUNT GREYWORKS RECEIVED FROM THE SUBSCRIBER, ARISING FROM OR RELATED TO ANY SUPPORT SERVICES FOR YOUR USE OF THE SITE.
THE LAWS OF YOUR JURISDICTION MAY PROHIBIT OR MODIFY THE FOREGOING DISCLAIMERS AND LIMITATIONS ON DAMAGES, AND SUCH DISCLAIMERS OR LIMITATIONS ON DAMAGES MAY NOT APPLY TO YOU.
11. Third Party Content; Hyperlinks.
You acknowledge that Greyworks does not pre-screen third party materials. Greyworks is not the publisher or author of any information on the Site that is provided by third party content providers, and Greyworks is not liable for any claims related to such information. Content provided by third parties is for informational purposes only, and Greyworks’s use of the content constitutes neither an endorsement nor a recommendation by Greyworks of the content. Greyworks assumes no responsibility for third party products or services.
Greyworks may contain links and references to other third party websites and materials. Greyworks does not assume any responsibility for these websites or materials and provides these links or materials solely for the convenience of Users. Greyworks does not endorse or otherwise recommend any of these third party websites, references, or the products, services, or information there offered. Greyworks may disable any hyperlink to the Site. Greyworks has the right but not obligation to monitor third party websites and hyperlinks to the Site.
GREYWORKS MAKES NO WARRANTY, EITHER EXPRESSED OR IMPLIED, OF THE ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THE INFORMATION PROVIDED BY THIRD PARTIES. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY INFORMATION FOUND ON A LINK LOCATED ON THIS SITE THAT ALLOWS USERS TO ACCESS INFORMATION FOUND ON ANOTHER SITE. ADDITIONALLY, Greyworks DOES NOT WARRANT THE EXISTENCE OR FUNCTIONALITY OF ANY WEBSITE WHICH CAN BE ACCESSED THROUGH A LINK LOCATED ON THIS SITE.
12. Copyrights, Trademarks and Other Proprietary Rights.
Greyworks or its third party content providers shall retain all worldwide rights in the intellectual property in and on the Site, including, but not limited to, trademarks, service marks, trade dress, inventions, ideas, trade secrets, the source code, the HTML code, the "look and feel" of the Site, its color combinations, layout, and all other graphical elements, and the copyrights in and to its original content. You should assume that everything You read or see on the Site is copyrighted, trademarked, or otherwise protected and owned or licensed by Greyworks. Except as expressly stated on the Site or in these Terms, nothing that You read or see on the Site or in the NYBAS.com Service may be copied, reproduced, modified, distributed, transmitted, republished, displayed or performed for commercial use without the prior written consent of Greyworks, except as provided in these Terms. Nothing in these Terms grants You an express or implied license to use any of Greyworks’s intellectual property except as set forth in Section 4.
If You submit any unsolicited intellectual property, idea, copyrightable material, invention, discovery, improvement, trade secret or know-how to Greyworks, You may forfeit Your intellectual property rights and moral rights contained in such communication or material.
User agrees to defend, indemnify and otherwise hold harmless Greyworks and its officers, directors, agents, employees, shareholders, successors and assigns from and against any cause of action or claim, including court costs, expenses and attorney fees, related to or arising from User’s Prohibited Conduct or other improper or illegal use of the Site, or breach of these Terms.
14. Security; Authorized Use.
Users are prohibited from violating or attempting to violate the security of the Site. Greyworks has the right but not the obligation to investigate occurrences of possible violations and will cooperate with all applicable law enforcement authorities in prosecuting violators. Greyworks may suspend Your Access while it conducts an investigation. Users are required to enter a user name and password to Access the NYBAS.com Service. To protect against unauthorized Access to Your account, it is recommended that You close the browser when You have finished using the Site. You are responsible for maintaining the secrecy of Your user name and password.
You represent and warrant that You are the person on whose behalf You claim to accept these Terms, or, if You are entering into these Terms on behalf of a person or entity, You represent and warrant that You have the power and authority to enter into these Terms and bind the person or entity. You also represent and warrant that You are an adult who is legally able to enter into these Terms.
You may not use the account, user name or password of someone else at any time. You agree to notify Greyworks immediately of any unauthorized use or loss of Your account, user name, password and/or credit card information. You also agree to notify Greyworks immediately if You are aware of or suspect other unauthorized use of the Site and/or the Site content. Greyworks will not be liable for any loss that You incur as a result of someone else using Your user name and password with or without Your knowledge. You may be held liable for any losses incurred by Greyworks, its affiliates, officers, directors, employees, consultants, agents or representatives due to someone else’s use of Your account, user name or password.
Greyworks will never ask You for Your password. If You need a new password, Greyworks will generate a new password automatically through its computers and send it to Your e-mail.
15. Termination of Agreement.
In addition to Greyworks’s other rights, it may terminate this Agreement at any time and at its sole and absolute discretion. Greyworks may also terminate Access to the NYBAS.com Service or cancel subscriptions to the NYBAS.com Service without notice if it believes, in its sole judgment, that You have breached or may breach any term or condition of this Agreement, or engaged in conduct that Greyworks deems inappropriate.
In the event of termination of this Agreement, the provisions in this Section and the provisions found in Sections 2, 5, 6, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17 and 18 shall survive in perpetuity. Each Subscriber’s obligation to pay outstanding subscription fees shall survive any termination of this Agreement.
These Terms constitute the entire agreement between Greyworks and User regarding the subject matter hereof. Any previous agreement, whether oral or written, between Greyworks and User dealing with the subject matter hereof is superseded. These Terms may only be modified or amended in writing. If any portion of these Terms is determined to be unenforceable for any reason, such portion will be deemed severed and the remaining terms and conditions shall continue in full force and effect. Upon User’s breach or threatened breach of these Terms, Greyworks may pursue any legal or equitable remedy available, including but not limited to, direct, consequential and punitive damages and injunctive relief. Greyworks’s remedies are cumulative and not exclusive. Failure of Greyworks to exercise any remedy or enforce any portion of this Agreement at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Agreement at any time thereafter. User agrees that regardless of any statute or law to the contrary, any claim or action arising out of or regarding this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. By Accessing the Site, User signs for and accepts this shortening of the statutes of limitations. Greyworks makes no representation that the content of the Site is appropriate or available for use in all locations. Greyworks operates this Site from the United States and makes no representation that the Site complies with any foreign or international laws. You agree to comply with all applicable local laws, including any international laws, in using this Site. You may not assign Your rights or delegate Your duties under these Terms. The parties agree that no third party is an intended beneficiary of these Terms. Greyworks cannot provide notifications via post, only e-mail.
18. Governing Law; Dispute Resolution; Forum and Venue.
This agreement will be governed by the laws of the State of New York applicable to contracts executed and fully performed in New York. In the event of a dispute, the parties shall engage in a good faith effort to reach an amicable resolution, with or without the assistance of a mediator, prior to commencing legal action. The parties hereby consent to the exclusive jurisdiction of the State and Federal courts in the State and County of New York to adjudicate any dispute that may arise between them. Neither party shall have the obligation to post a bond or demonstrate actual harm before bringing a claim or action for injunctive relief. Each party shall bear his/her/its own expenses and attorneys’ fees related to any claim or action.