Disclaimer

DISCLAIMER & TERMS OF USE AGREEMENT

THIS DISCLAIMER AND TERMS OF USE AGREEMENT (“AGREEMENT”) CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU AND (“IMAGINE NEW YORK”) AND DESCRIBES THE TERMS AND CONDITIONS APPLICABLE TO YOUR USE OF THE SITE AND SERVICES (COLLECTIVELY THE “SITE”) AVAILABLE UNDER THE DOMAIN AND SUB-DOMAINS OF [SITES]. YOU MUST READ, AGREE WITH, AND ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, WHICH INCLUDES THOSE TERMS AND CONDITIONS EXPRESSLY SET FORTH BELOW AND THOSE INCORPORATED BY REFERENCE, BEFORE YOU MAY BECOME AN AUTHORIZED USER OF THE SITE (“USER”). THE ABOVE NAMED PARTIES ARE HEREIN REFERRED TO SINGULARLY AS A “PARTY” AND COLLECTIVELY AS THE “PARTIES”.

BY ACCESSING, VIEWING, OR USING ANY PART OF THE SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT ACCESS, VIEW, OR USE ANY PART OF THE SITE. THIS AGREEMENT SHALL BE GOVERNED BY THE ELECTRONIC SIGNATURES ACT, AND THE USER’S AGREEMENT TO THE TERMS OF THIS AGREEMENT SHALL BE MANIFESTED BY ANY ACCESS TO, VIEWING, OR USE OF THIS SITE.

1 Ownership and Intellectual Property

1.1 “User Materials” is defined as any information, data, content, or materials you provide (directly or indirectly) to IMAGINE NEW YORK or other Users. User Materials include information you submit, transfer, post, or deliver to the Site, including without limitation, data, information, email addresses, IDs, User Accounts, and passwords, as well as any other information resulting from or produced by your use of the Site obtained by IMAGINE NEW YORK. Users are solely responsible for User Materials, and you hereby agree that IMAGINE NEW YORK acts as a passive means for the online storage, distribution, and publication thereof.

1.2 Other than User Materials, all information included or available on the Site, such as data, information, advertisements, articles, publications, text, graphics, logos, icons, images, audio, videos, software, and other analog or digital information in any media, now known or later developed (collectively the “Content”), is the property of IMAGINE NEW YORK or its licensors and is protected by copyright, trademark, patent, or other intellectual and proprietary rights.

1.3 The compilation, meaning the collection, arrangement, and assembly, of all Content on the Site is the exclusive property of IMAGINE NEW YORK or its licensors, and is protected by copyright, trademark, patent, or other intellectual and proprietary rights. All software used on the Site is the property of IMAGINE NEW YORK or its licensors and is protected by copyright, patent or other intellectual and proprietary rights.

1.4 All elements of the Site, including without limitation, the general design and Content, are protected by trade dress, moral rights, copyright, trademark, patent, or other intellectual and proprietary rights. Except as explicitly permitted under this or another agreement with IMAGINE NEW YORK or one of its respective licensors, no portion or element of this Site or its Content may be copied or retransmitted via any means, and this Site, its Content, and all related rights shall remain the exclusive property of IMAGINE NEW YORK or its licensors unless otherwise expressly agreed.

1.5 You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy any portion of the Site or Content contained herein without the prior express written permission of IMAGINE NEW YORK. You agree that you will not use any device, software, or routine to bypass any operational element, or to interfere or attempt to interfere with the proper working of the Site, server, or activities conducted therein. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on Site or network infrastructure.

1.6 Much of the Content on the Site is updated on a real time basis and is proprietary or licensed to IMAGINE NEW YORK by its Users or licensors. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any Content, except for User Materials, from the Site without the prior express written permission of IMAGINE NEW YORK or respective licensor.

1.7 “[MARKS]” and any accompanying logos, alone or in conjunction with any text, are trademarks and service marks of IMAGINE NEW YORK and are in use, registered, or pending in certain countries. IMAGINE NEW YORK retains all right, title, and interest in and to its trademarks, service marks, and trade names worldwide (collectively the “Marks”). You will only use the Marks with the prior express written permission of IMAGINE NEW YORK, and then only in the manner authorized. Under no circumstances may you alter, modify, or change the Marks.

1.8 Subject to the terms and conditions of this Agreement, IMAGINE NEW YORK grants a limited license to you to make personal use of the Site only for its intended purposes. This license expressly excludes any resale or making a derivative of the Site, the collection and use of other Users’ personal information, email addresses, User Materials, or any data extraction or data mining whatsoever, except with the prior express written permission of the respective owner. You may not repost or otherwise reuse advertisements that you create using the Site other than through the Site.

1.9 You may not use, export, or re-export the Content or Site at this Site or any copy or adaptation therof in violation of any applicable law or regulation, including without limitation, United States export laws and regulations.

1.10 You agree to take all action and cooperate as is reasonably necessary, at IMAGINE NEW YORK’s request, to protect IMAGINE NEW YORK’s right, title, and interest in any property, and agree to execute any documents necessary to perfect IMAGINE NEW YORK’s ownership of such right, title, and interest.

1.11 Nothing in this Agreement grants either Party ownership or other rights except in accordance with the terms of this Agreement.

2 Use of the Site

2.1 The Site is available only to individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Site is not available to minors or to temporarily or indefinitely suspended Users. If you are a minor, you can use this service only in conjunction with your parents or guardians. If you do not qualify, do not access or use the Site.

2.2 To use the Site, you must accept the terms and conditions contained in this Agreement on behalf of yourself or the corporation, partnership, or other legal entity that will be using the Site. By accepting this Agreement, you are making the following statement:

"I hereby swear, certify, and affirm, under the penalties of perjury pursuant to 28 U.S.C. Section 1746 that I:

(A) am eighteen (18) years of age or older; and, if applicable;

(B) am authorized to sign for and bind the corporation, partnership, or other legal entity that will be using the Site;

(D) am not under the influence of any drugs, alcohol, or mind altering substances or mechanism, natural or otherwise, nor is your judgment impaired by any mental illness, deficiency, or infirmity;

(E) know and understand the materials contained in the Site include explicit visual, audio, or textual depictions of nudity and sexual activities, including without limitation, heterosexual, bisexual, homosexual, or transsexual activities of an explicit sexual nature;

(F) am familiar with materials of this kind;

(G) am not offended by such materials;

(H) do not find scenes or images depicting or involving nudity, actual or simulated sexual conduct, or sexually explicit material, actions, or circumstances to be offensive or objective in any way and are not offended by such scenes or images or by viewing the engagement, participation, and performances by others contained in such material;

(I) am not prohibited by any local, state, or federal authority or community from possessing, viewing, or performing in such material as described in 2.2(C); and

(J) will not permit any persons less than eighteen (18) years of age, or twenty-one (21) years of age in places where eighteen (18) years of age is not the age of majority, to access any materials contained in the Site;

(K) am voluntarily, intentionally, and knowingly seeking access to such explicit sexual materials for my own personal enjoyment, information, or education.

(L) am not currently, nor have I ever been, affiliated with a government or law enforcement agency gathering information to be used in a criminal or civil action taken against the owners or operators of the Site;

(M) am familiar with the standards in my community regarding the acceptance of scenes or images depicting or involving nudity, actual or simulated sexual conduct, or sexually explicit material, actions, or circumstances, and the materials I expect to encounter contained in the Site are within those standards;

(N) in my judgment, the average adult in my community accepts the consumption of such materials; and

(O) acknowledge, understand, and agree that providing a false declaration under the penalties of perjury is a criminal offense and that this document constitutes an un-sworn declaration under federal law."

2.3 IDs or User Accounts may not be transferred or sold to another party. If you are registering as a business entity, you represent that you have the authority to bind the entity to this terms and conditions contained in this Agreement.

2.4 You agree to comply with all applicable local, state, federal, and international laws and regulations related to use of the Site.

2.5 You may not use the Site to engage in fraud or other illegal activity, or to infringe the intellectual property rights of IMAGINE NEW YORK or third parties. If you believe that a User of this Site has infringed on materials protected by copyright, trademark, or patent law, contact [WEBMASTER]

2.6 You agree to comply with the terms and conditions of all agreements you have with any third parties, as such terms and conditions relate to use of the Site.

3 User Materials

3.1 User Materials, or any items included therein:

(A) shall not be false, inaccurate, or misleading;

(B) shall not be fraudulent or involve the sale of counterfeit or stolen items;

(C) shall not infringe any third party’s intellectual property, copyright, patent, trademark, trade secret, publicity rights, privacy rights, or other proprietary rights;

(D) shall not violate any local, state, federal, or international law or regulation, including without limitation, those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, deceptive practices, or securities transactions;

(E) shall not be defamatory, libelous, unlawfully threatening, or unlawfully harassing;

(F) shall not be obscene, contain child pornography, harmful to minors, or be distributed to people not legally permitted to receive such content;

(G) shall not create liability for IMAGINE NEW YORK or cause it to lose, in whole or in part, the Site, its Internet Service Provider, hosting server, or other suppliers;

(H) shall not violate the terms and conditions of any agreements you have with any third parties as such relate to your use of the Site; and

(I) shall not contain any virus, Trojan Horse, worm, time bomb, cancelbot, robot, spider, monitor, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, record, or expropriate any system, data, or personal information.

3.2 You shall only use the Site solely for purposes related to the Site.

3.3 By entering into this Agreement you grant IMAGINE NEW YORK a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicenseable (through multiple tiers) right, including a waiver of any applicable moral rights, to exercise the copyright and publicity rights you have in your User Materials, in any media now known or later developed, solely for purposes related to providing the Site (“License”). You represent and warrant that you have the authority to grant the License and that the holder of any intellectual property or other proprietary rights in your User Materials has licensed, assigned, or waived such holder’s rights to the extent necessary to grant the License.

3.4 Any communications or materials you transmit to IMAGINE NEW YORK by electronic mail or otherwise post in a public area of the Site may be used by IMAGINE NEW YORK, its affiliates, or licensors for any purpose, including without limitation, reproduction, disclosure, display, performance, transmission, publication, broadcast, and posting. Furthermore, IMAGINE NEW YORK and its affiliates and licensors are free to use any ideas, concepts, know-how, hypothesis, premise, or technique contained in any such communication for any purpose whatsoever, including without limitation, developing, manufacturing, and marketing products or services.

3.5 IMAGINE NEW YORK reserves the right to access, monitor, remove, or disable access to any User Materials at any time in its sole discretion.

4 Warranty Disclaimer

4.1 EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE IN THIS AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT USE OF THE SITE, CONTENT, OR ANY MATERIALS CONTAINED THEREIN ARE AT YOUR OWN RISK AND THAT IMAGINE NEW YORK, ITS AFFILIATES, LICENSORS, AND SUPPLIERS PROVIDE THE SITE AND ITS CONTENT “AS IS” AND “AS AVAILABLE”, WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, REPRESENTATIONS, ENDORSEMENTS, OR CONDITIONS. IMAGINE NEW YORK, ITS AFFILIATES, LICENSORS, AND SUPPLIERS SPECIFICALLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, INCLUDING WITHOUT LIMITATION:

(A) ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT;

(B) THAT THE SITE, CONTENT, OR ANY MATERIALS CONTAINED THEREIN WILL MEET ANY REQUIREMENTS OR WILL BE AVAILABLE, ACCURATE, RELIABLE, CORRECT, USEFUL, TIMELY, UNINTERRUPTED, SECURE, OR FREE FROM DEFECTS OR ERROR, INCLUDING WITHOUT LIMITATION, TRANSMISSION OR RECEPTION OUTAGES, BLOCKAGES, WEAKNESSES, STATIC, VIRII, WORMS, TROJAN HORSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS OR EVENTS;

(D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF IMAGINE NEW YORK, ITS AFFILIATES, LICENSORS, OR SUPPLIERS.

4.2 While reasonable efforts are made to ensure the accuracy, correctness, and reliability of the Site and its Content, IMAGINE NEW YORK makes no representations or warranties as to the accuracy, correctness, and reliability of the Site or Content. The Site or Content may be out of date, and IMAGINE NEW YORK makes no commitment to update the Site or Content.

4.3 IMAGINE NEW YORK may provide links to third party sites. Links to third party sites are provided solely as a convenience. Use of such links will cause the User to leave the Site. IMAGINE NEW YORK does not review or control any third party sites, and does not endorse, make any representations regarding, and is not responsible for any content, services, information, software, products, or materials found therein, nor any loss or results suffered in relation to use of the third party site. Access of any third party site via the IMAGINE NEW YORK domain or sub-domain is entirely at the User’s own risk. You hereby waive any and all claims against IMAGINE NEW YORK regarding the inclusion of links to third party sites and your use of those sites.

4.4 Some United States states and foreign countries do not permit the exclusion or limitation of implied warranties. Therefore, some or all of the above limitations may not apply to the extent they are prohibited or superseded by state or national provisions. There may also be other legal rights which vary from state to state.

5 Limitation of Liability

5.1 EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT OR ELSEWHERE ON THE SITE, OR AS OTHERWISE REQUIRED BY APPLICABLE LAW, NEITHER IMAGINE NEW YORK NOR ITS SUCCESSORS, ASSIGNS, AFFILIATES, LICENSORS, OR SUPPLIERS, NOR ANY OF THEIR REPSECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR CONSULTANTS, OR ANY OTHER THIRD PARTY MENTIONED AT THE SITE WILL BE LIABLE FOR DAMAGES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION:

(A) THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION;

(B) DIRECT, INDIRECT, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF THE RELIANCE ON OR USE, MISUSE, INABILITY TO USE, RESULTS OF USE, OR PERFORMANCE OF THE SITE AND ANY THIRD PARTY SITES LINKED TO FROM THE SITE, OR THE MATERIALS, INFORMATION, MISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS, DEFECTS, DELAYS IN OPERATION, TRANSMISSION, OR FAILURE THEREOF, OR LINKS CONTAINED AT ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR

(C) ANY LOSSES, CLAIMS, DAMAGES, EXPENSES, LIABILITIES, OR COSTS, INCLUDING LEGAL OR ATTORNEYS’ FEES, RESULTING DIRECTLY OR INDIRECTLY OUT OF, OR OTHERWISE ARISING IN CONNECTION WITH, ANY ALLEGATION, CLAIM, SUIT, OR OTHER PROCEEDING BASED UPON A CONTENTION THAT USE OR ACCESS OF THE SITE, CONTENT, OR ANY MATERIALS CONTAINED THEREIN, INCLUDING CONTENT AND MATERIALS SUPPLIED BY YOUR OR A THIRD PARTY, INFRINGES THE COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, CONFIDENTIALITY, PUBLICITY, PRIVACY, OR OTHER INDUSTRIAL, CONTRACTUAL, OR INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. THIS LIMITATION APPLIES TO THE ACTS, OMISSIONS, NEGLIGENCE, AND GROSS NEGLIGENCE OF IMAGINE NEW YORK, ITS SUCESSORS, ASSIGNS, AFFILIATES, LICENSORS, OR SUPPLIERS, TOGETHER WITH ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND CONSULTANTS WHICH, BUT FOR THIS PROVISION, WOULD GIVE RISE TO A CAUSE OF ACTION AGAINST IMAGINE NEW YORK IN CONTRACT, TORT, OR ANY OTHER LEGAL DOCTRINE. YOUR SOLE AND EXCLUSIVE REMEDY REGARDING ANY OF THE FOREGOING IS TO DISCONTINUE USE OF THE SITE, CONTENT, AND ANY MATERIALS CONTAINED THEREIN.

5.2 If your use of the Site, Content, materials, or information results in the need for servicing, repair or correction of equipment or data, you assume all costs thereof.

5.3 The aggregate liability of IMAGINE NEW YORK, its suppliers, or distributors to you or any third parties in any circumstance is limited to fifty United States dollars ($50).

5.4 Some United States states and foreign countries do not permit the exclusion or limitation of incidental or consequential damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by state or national provisions. You may also have other legal rights which vary from state to state.

5.5 In jurisdictions not allowing the exclusion or limitation of incidental or consequential damages, the liability of IMAGINE NEW YORK, its successors, assigns, affiliates, licensors, and suppliers, together with all of their repsective officers, directors, employees, and consultants shall be limited to the fullest extent permitted by applicable law.

6 Indemnification

6.1 You hereby agree to defend, indemnify, and hold harmless IMAGINE NEW YORK, its successors, assigns, affiliates, licensors, and suppliers, together with all of their respective officers, directors, employees, and consultants from and against any and all claims, civil and criminal liability, judgments, penalties, taxes, damages, and all costs and expenses, including without limitation, those arising out of or relating to your use, misuse, or inability to use the Site or any materials, or any violation of this Agreement or any local, state, or federal law, regulation, or statute, or any rights of any third parties, including without limitation:

(A) any third party claim, action, or allegation that the Site infringes or violates any third party’s copyright, patent, trade secret, trademark, right of publicity, or right of privacy, contains any defamatory content, or violates any local, state, or federal law, regulation, or statute, including without limitation, any claim of personal injury or product liability;

(B) any fraud, manipulation, or other breach of this Agreement or other policies and agreements by you;

(C) any third party claim, action, or allegation brought against IMAGINE NEW YORK arising out of or relating to a dispute with you over the terms and conditions of an agreement or related to the purchase or sale of any goods or Site;

(D) your violation of any law or the rights of a third party;

(E) your use, or IMAGINE NEW YORK’s provision, of the Site or use of your ID or User Account by any third party. IMAGINE NEW YORK will have the right to participate in its defense and hire counsel of its choice, at your expense. You will not settle any action or claims on IMAGINE NEW YORK’s behalf without the prior written consent of IMAGINE NEW YORK; and

(F) reasonable attorneys’ fees resulting from any breach of any warranty or representation under this Agreement.

6.2 IMAGINE NEW YORK reserves the right to exclusively defend and control any indemnification matters and you hereby agree that you will fully cooperate and assist in any such defense.

7 Deactivation, Suspension, and Termination

7.1 Without limiting other remedies, IMAGINE NEW YORK, in its sole discretion, may terminate this Agreement, deactivate, suspend, or terminate your access to the Site immediately without notice for any reason, including without limitation:

(A) infringement of the intellectual property rights of IMAGINE NEW YORK or third parties;

(B) breach of any terms of this Agreement or documents incorporated by reference; or

(C) the taking of any actions that, in the sole judgment of IMAGINE NEW YORK, may cause financial loss or legal liability for you, its Users or us.

7.2 In the event IMAGINE NEW YORK suspends or terminates your access to the Site, you acknowledge that you may be denied any further access to any User Materials placed on the IMAGINE NEW YORK Site.

8 Governing Law and Dispute Resolution

8.1 This Agreement shall be interpreted, construed and governed by the laws of the State of [STATE], United States of America, without reference to its laws relating to conflicts of law and not including the provisions of the 1980 United Nations Convention on Contracts for the International Sale of Goods.

8.2 Venue for all disputes arising under this Agreement shall lie exclusively in the State of [FLORIDA] in [DADE] County.

8.3 You agree that any and all disputes, claims, or controversies arising from or relating to this Agreement or the breach, termination, or validity thereof which cannot be resolved informally shall be resolved individually, without resort to any form of class action or consolitation in any arbitration with any dispute, claim, or controversy of any other party, and shall be submitted to binding arbitration in accordance with the commercial rules of the American Arbitration Association then in effect.

8.4 The arbitration panel shall consist of one (1) neutral arbitrator if the amount in controversy is less than twenty-thousand United States Dollars ($20,000.00), otherwise the panel shall consist of three (3) neutral arbitrators, each an active, licensed attorney with at least five (5) years of experience in the primary area of the law as to which the dispute relates.

8.5 The arbitration shall be in the English language in [MIAMI], [FLORIDA].

8.6 The arbitration panel shall determine issues of arbitrability but may not limit, expand, or otherwise modify the terms and provisions contained herein.

8.7 Any award made pursuant to this section:

(A) shall be a bare award limited to a holding for or against a Party and affording such remedy as is deemed equitable, just, and within the scope of this Agreement;

(B) shall be without findings as to issues, including without limitation, copyright, trademark, or patent validity or infringement, or a statement of the reasoning on which the award rests:

(D) shall be made within four (4) months of arbitration panel appointment; and

(E) may be entered in any court of competent jurisdiction.

8.8 The requirement for arbitration shall not be deemed a waiver of any right of termination under this Agreement and the arbitration panel is not empowered to act or make any award other than based solely on the rights and obligations of the Parties prior to any such termination.

8.9 Each Party shall bear its own expenses, but those related to the compensation and expenses of the arbitration panel shall be borne equally.

8.10 The arbitration panel shall not have authority to award punitive or damages in excess of compensatory damages, and each Party irrevocably waives any claim thereto.

8.11 The Parties, their representatives, participants, and the arbitration panel shall hold the existence, content, and result of the proceedings in confidence.

8.12 Notwithstanding the foregoing, IMAGINE NEW YORK reserves and shall have the sole and exclusive right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction, whether in the United States or in a foreign country, to collect any fees, recover damages for, or obtain injunctive or other relief relating to the Site, its operation, or intellectual property if, in the sole opinion of IMAGINE NEW YORK, such action is necessary or desirable.

(A) You hereby consent and agree to irrevocably submit to the exclusive personal jurisdiction of such courts, accept service of process by mail, and irrevocably waive any available jurisdictional, venue, or inconvenient forum objections to such court.

(B) You hereby agree that such action shall not be deemed a waiver of the obligation to arbitrate.

8.13 In the event you file an action contrary to the foregoing provisions, IMAGINE NEW YORK may recover attorney’s fees and costs up to five-thousand Unites States Dollars ($5,000).

9 General Provisions

9.1 No action of IMAGINE NEW YORK, other than an express written waiver or amendment, may be construed as a waiver or amendment of any of this Agreement. No waiver by either Party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

9.2 IMAGINE NEW YORK does not guarantee continuous, uninterrupted, or secure access to the Site, and operation may be interfered with by numerous factors beyond its control.

9.3 You agree that this Agreement and all incorporated agreements may be automatically assigned by IMAGINE NEW YORK, in its sole discretion, to a third party in the event of a merger or acquisition.

9.4 Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section.

9.5 Any failure to act with respect to a breach of the terms and conditions of this Agreement does not waive any right by IMAGINE NEW YORK to act with respect to subsequent or similar breaches.

9.6 All provisions of this Agreement that by their nature should survive termination shall survive termination, including without limitation, provisions related to intellectual property, warranty disclaimers, general releases, limitations of liability, indemnity, arbitration, governing law, and the general provisions.

9.7 You also may be subject to additional terms and conditions that may apply when you use affiliate or third party sites, content, or software.

9.8 Should IMAGINE NEW YORK prevail in any action or proceeding to enforce rights under this Agreement, it will be entitled to recover its costs and attorneys’ fees from you.

9.9 You agree that you are subject to the terms and conditions contained in this Agreement and any additional policies applicable to the Site, which may be posted from time to time. All such posted policies or rules are effectivley immediately upon posting and are hereby incorporated by reference into this Agreement.

9.10 The content of this Site was prepared by IMAGINE NEW YORK. Questions, comments, or requests for additional information regarding any content contained on the Site or the terms, conditions, policies, or practices described herein should be directed to [EMAIL].

9.11 The provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties, their heirs, administrators, successors, and assigns.

9.12 You may not assign this Agreement or the rights and obligations thereunder to any third party under any circumstances.

9.13 IMAGINE NEW YORK may assign this Agreement or the rights and obligations thereunder to any third party without notice.

9.14 You shall be solely responsible for all costs and expenses incurred arising out of or relating to this Agreement.

9.15 You acknowledge and agree that if you are located in any United States or international jurisdiction where any common, statutory, regulatory, codified, or other law, rule, or regulation makes accessing the Site or any materials contained therein inappropriate, illegal, or subject to consents or permissions that you have not obtained, or voids this Agreement in whole or in part, then you are not authorized to access the Site or any materials contained therein.

10 Revision and Amendment

10.1 IMAGINE NEW YORK reserves the right to amend or revise this Agreement and any terms and conditions incorporated by reference herein at any time and in any manner. Amended or revised terms and conditions shall be effective immediately and may be posted on the Site. This Agreement may not otherwise be amended or revised except in a writing signed by both parties.

10.2 IMAGINE NEW YORK reserves the right to revise the Site, Content, information, materials, and available contractual license terms featured on the Site without notice.

11 General Release

11.1 In the event that you have a dispute with one or more Users or users of third party sites, you release IMAGINE NEW YORK, its successors, assigns, affiliates, licensors, and suppliers, together with all of their repsective officers, directors, employees, and consultants from claims, demands and damages, both 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.

11.2 IMAGINE NEW YORK does not control the information provided by other Users or users of third party sites that is made available through the Site. You may find other Users’ information to be offensive, harmful, inaccurate, or deceptive. Please use caution, common sense, and practice safe online behavior when using the Site. Please note that there are also risks of dealing with underage persons or people acting under false pretense. Additionally, there may also be risks dealing with international trade and foreign nationals.

11.3 If you are a California resident, you waive California Civil Code ¤1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

12 No Relationship or Agency

12.1 No agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship is intended or created herein.

13 Notices

13.1 Except as explicitly stated otherwise, any notices shall be posted on the site or given via email:

(A) IMAGINE NEW YORK: [EMAIL]

(B) You: Posted on the Site or via the email address you provided for the assignment of your ID or during registration of your User Account.

13.2 Notice shall be deemed given twenty-four (24) hours after email is sent, unless the sending Party is notified that the email address is invalid. Alternatively, notice may be sent via reputable carrier to the address provided to IMAGINE NEW YORK during the registration process. In such case, notice shall be deemed given three (3) days after the date sent.

13.3 If you believe that any Content appearing on the Site has been or is being used in a manner that constitutes copyright infringement, provide the agent designated in Section 14.4 with written notice that includes the following information:

(A) an electronic or physical signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;

(B) identification of the copyrighted work claimed to have been infringed

(D) your address, telephone number, and email address;

(E) a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

(F) a statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf;

13.4 The designated agent for service of notices pursuant to the Digital Millennium Copyright Act is as follows:

IMAGINE NEW YORK
1602 ALTON ROAD
MIAMI, FLORIDA 33139
PO BOX #399
info@imaginenewyork.net

14 Sexually Explicit Material

14.1 All materials, including messages, communications, and other materials contained in the Site are intended for distribution exclusively to consenting adults in locations where all such materials do not violate any community standards or any local, state, federal, or international law or regulation.

14.2 No persons under eighteen (18) years of age, or twenty-one (21) years of age in places where eighteen (18) years of age is not the age of majority, may directly or indirectly view or possess any of the Content of the Site or order any goods or services therefrom.

14.3 You hereby acknowledge and represent that you know and understand that:

(A) the materials contained in the Site include explicit visual, audio, or textual depictions of nudity and sexual activities, including without limitation, heterosexual, bisexual, homosexual, or transsexual activities of an explicit sexual nature;

(B) you are familiar with materials of this kind;

(D) by agreeing to the terms and conditions contained herein you are warranting that you are intentionally and knowingly seeking access to such explicit sexual materials for your own personal viewing for entertainment or educational purposes only.

14.4 Any access to the Site or any of its Content by a person less than eighteen (18) years of age, or twenty-one (21) years of age in places where eighteen (18) years of age is not the age of majority, shall constitute unauthorized access to stored communications prohibited by the Stored Communications Act, 18 U.S.C. Sections 2510-2520 and a violation of other applicable laws.

15 Force Majeure

15.1 Neither you nor IMAGINE NEW YORK will be liable for, or will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond the affected Party’s reasonable control that it is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.

16 Severability

16.1 If any court or other tribunal of competent jurisdiction hereof holds any term, clause, or provision of this Agreement invalid or unenforceable, then such term, clause, or provision shall be eliminated, severed, or limited to minimum extent necessary such that this Agreement will otherwise remain in full force and effect.

17 Entire Agreement

17.1 This Agreement and the terms, clauses, and provisions hereof, as well as those incorporated by reference, constitutes the entire understanding and agreement of the Parties, and revokes and supersedes all prior oral or written agreements between IMAGINE NEW YORK and the User and is intended as a final expression of their Agreement.

17.2 You agree that you are not entering into this Agreement in reliance on any statements, representations, or promises other than those contained herein.

17.3 This Agreement shall take precedence over any other documents, incorporated herein or otherwise, which may conflict with this Agreement.

17.4 This Agreement shall not be modified or amended except in writing signed by the Parties, specifically referring to this Agreement.