Terms of Use

http://www.sus.org  (the “Site”), is provided by Services for the UnderServed, Inc. (“SUS”).    It is  subject to the following Terms of Use and any operating rules or policies that may be published from time to time by SUS.

Changes to the Terms of Use
SUS may, in its sole discretion, change, add or remove any portion of the Terms of Use at any time by posting new Terms of Use on the Site.  Your continued use of the Site after such changes are posted will constitute your agreement to such changes.

Modifications to the Site
SUS reserves the right, for any reason, in its sole discretion, to terminate, suspend or change any aspect of the Site including but not limited to content, features or hours of availability.  SUS may impose limits on certain features of the Site or restrict your access to part or all of the Site without notice or penalty.

Intellectual Property
All rights, title and interest in and to the content and materials on the Site are either owned or controlled by SUS or used with permission and are protected by intellectual property and other laws.  Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any materials on the Site, including but not limited to the copyrights and trademarks displayed on the Site without the prior written permission of SUS.  Except as expressly authorized by SUS, any use, copy, reproduction, display, performance, modification or retransmission is strictly prohibited.

User Conduct
You are solely responsible for the content and context of any materials you post or submit through the Site.  You warrant and agree that while using the Site, you will not engage in any commercial activity or upload, post, transmit, distribute or otherwise publish through the Site any materials which: (a) are unlawful, threatening, harassing, libelous, defamatory, pornographic or profane; (b) restrict or inhibit any other user from using or enjoying the Site; (c) constitute or encourage conduct that would constitute a criminal offense or give rise to civil liability; or (d) contain a virus or other harmful component, advertising of any kind, or false of misleading indications or origin or statements of fact.

User Submissions
All remarks, submissions, ideas, concepts, pictures or other information you submit to the Site will become the exclusive property of SUS.  SUS will not be required to treat any submission as confidential, and will be entitled to use all submissions for any purpose whatsoever, without any compensation to you.

Monitoring
You agree that SUS has the right, but not the obligation, to monitor, edit, disclose, refuse to post, or remove at any time, for any reason in its sole discretion, any material and content anywhere on the Site, including but not limited to bulletin boards, email and other forum.  Notwithstanding this right, SUS does not and cannot review all materials posted on the Site by users and SUS is not responsible for any materials posted by users.

Privacy

For an explanation of our online information practices with regards to information collected or submitted to the Site, please see our Privacy Policy.    http://www.sus.org/privacy-policy.aspx

Third-Party Websites

The Site may provide links to other third-party Internet websites and/or resources. Because SUS has no control over such third-party websites and/or resources, you hereby acknowledge and agree that SUS is not responsible for the availability of such third-party websites and/or resources. SUS is not responsible or liable for, any terms and conditions, privacy policies, content, and/or other materials at or available from such third-party websites, or resources, or for any damages and/or losses arising therefrom.

Content

The Site provides information and services in furtherance of our mission.  SUS does not guarantee the accuracy, completeness, or usefulness of any information available on the Site.  You understand and agree that SUS will not be responsible for and you hereby agree to hold SUS harmless from, any and all loss or damage resulting from anyone’s reliance on information or content posted on the Site.

 

DISCLAIMER OF WARRANTIES

THE SITE, INCLUDING ALL CONTENT, FUNCTIONS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, IS PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.  SUS DOES NOT WARRANT (A) THAT THE SITE OR THE FUNCTIONS, FEATURES OR CONTENT CONTAINED THEREIN WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, (B) THAT DEFECTS WILL BE CORRECTED; OR (C) THE QUALITY OR ACCURACY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL THAT YOU WERE EXPOSED TO THROUGH THIS SITE.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CERTAIN USERS.

LIMITATION OF LIABILITY

IN NO EVENT SHALL SUS BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR INABILITY TO USE, THE SITE OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO EVEN IF SUS OR AN AUTHORIZED REPRESENTATIVE THEREFOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CERTAIN USERS.  IN NO EVENT SHALL THE TOTAL LIABILITY OF SUS TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE) ARISING FROM THIS AGREEMENT OR YOUR USE OF THE SITE EXCEED ONE HUNDRED DOLLARS ($100.00) IN THE AGGREGATE.

Indemnification

You agree to defend, indemnify and hold SUS and its officers, directors, employees, agents, licensees, successors and assigns (collectively the “Indemnified Parties”) harmless from and against any and all claims, losses, damages, liabilities, judgments and costs and expenses related thereto (including, without limitation, reasonable attorneys’ fees) incurred by or suffered by an Indemnified Party in connection with any claim arising out of or related to (i) your use of the Site, or (ii) your breach or violation of any of these Terms of Use.  SUS reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle or otherwise dispose of any matter without the prior written consent of SUS.

Termination

This agreement constitutes a binding agreement between you and SUS until terminated by you or SUS, which SUS may do at any time, without notice, in its sole discretion.  If you become dissatisfied with the Site, your only recourse is to immediately discontinue use of the Site.

Choice of Law; Forum

This agreement shall be governed by and in accordance with the laws of the State of New York, without regard to conflicts of law provisions.  Any controversy involving SUS arising from or in any way related to the Terms of Use or your use of the Site shall be heard in the appropriate State or Federal court in New York, New York [Please confirm] and you irrevocably consent to the jurisdiction of such courts.

General Provisions

If any provision of the Terms of Use is held to be invalid or unenforceable by a court of competent jurisdiction, then such provision shall be enforced to the maximum extent possible so as to effect the intent of the Terms of Use, and the remainder of the Terms of Use shall continue in full force and effect.  The failure by either you or SUS to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision.  You agree that any cause of action arising out of or related to the Site or the Terms of Use must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.  This agreement comprises the entire agreement between you and SUS and supersedes all prior agreements between the parties, regarding the subject matter contained herein.  All provisions in the Terms of Use regarding representations and warranties, indemnification, disclaimers, and limitation of liability shall survive the termination of the Terms of Use.

Services for the UnderServed, Inc.
305 7th Avenue, 10th Floor
New York, New York 10001
80378913.1
12/4/06 3:10 PM