Last updated April 2012
2. Registration and Your Responsibilities.
2.1 Registration Information. In order to access and use the Site, you must authorize NYPB&T to provide Summitas with accurate, complete and true information about yourself as required (your "Registration Information") in order to create an account (your "Account"). You are responsible for maintaining the confidentiality of your user name and password and for keeping your password secure and restricting access to your computer. You may be required to change your password from time to time.
2.3 User Responsibility. You are responsible for all activity occurring under your account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, without limiting the generality of the foregoing. You shall: (i) maintain the confidentiality of your user name and password; (ii) ensure that you exit from your Account at the end of each session; (iii) notify Summitas and NYPB&T immediately of any unauthorized use of any password or account or any other known or suspected breach of security; and (iv) not impersonate another individual or provide false identity information to gain access to or use the Service. Notwithstanding the above, Summitas and NYPB&T may rely on the authority of anyone accessing your account or using your password and you shall be responsible for all activity occurring under your user name and password.
2.4 Special Terms Regarding the Digital Vault. Users may have access to a digital vault that may be used for storing various documents and other information as further described at www.summitas.com/info/security/nypbt/nypb&t (the "Digital Vault"). The Digital Vault will be protected by encryption technology. Summitas will store an encrypted version of the passphrase selected by the User.
3. Proper Use.
In using the Site and/or the Services, you agree that you will not:
(i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (iii) modify or make derivative works based upon the Services or the Content; (iv) create Internet "links" to the Services or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; (v) reverse engineer or the Services and/or access the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service; (vi) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; and/or (vii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs.
Any unauthorized use by you shall automatically terminate all rights granted to you hereunder.
4. Intellectual Property.
4.1 Content. You agree that Summitas owns or has a license to the Site, the Services and all Content (excluding anything posted to a Digital Vault by a User) posted or otherwise made available by Summitas on the Site and/or through the Services.
The Content may be protected by copyright under U.S. or foreign laws. Accordingly, you agree that you will not copy, reproduce, alter, modify, or create derivative works from the Content. Subject to the terms and conditions of this Agreement, Summitas hereby grants you a non-exclusive, non-transferable, worldwide limited license to access and use the Site solely for your own internal purposes. All rights not expressly granted to you are reserved by Summitas and its licensors. Notwithstanding the foregoing, if Summitas has a license to Content, your license to such Content is limited to the rights therein held by Summitas. You agree that you will use the Site, Services and Content only as expressly permitted under this Agreement. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any Content from the Site.
This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Site, the Services, the Content or any other intellectual property of Summitas or NYPB&T.
4.2 Trademarks. The trademarks, service marks, and logos of Summitas used and displayed on this Site are registered and unregistered trademarks or service marks of Summitas ("Summitas Trademarks"). This Site may also contain trademarks, service marks and logos of NYPB&T that are registered and unregistered trademarks and/or service marks of NYPB&T ("NYPB&T Trademarks" and, with the Summitas Trademarks, collectively the "Trademarks"). Nothing on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Site without the prior written consent of Summitas specific for each such use. The Trademarks may not be used to disparage Summitas or NYPB&T and/or Summitas' or NYPB&T's products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless Summitas or NYPB&T (as applicable), in advance and in writing, approves the establishment of such a link. All goodwill generated from the use of any Summitas Trademark shall inure to the benefit of Summitas and all goodwill generated from the use of any NYPB&T Trademark shall inure to the benefit of NYPB&T.
4.3 Copyright Complaints. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by Summitas infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. Notices and counter-notices must meet the then current statutory requirements imposed by the DMCA: See http://www.loc.gov/copyright for details. Notices and counter notices with respect to the Site should be sent to:
335 Madison Avenue
New York, New York 10017
Attn: Legal Department
By Email: email@example.com
With a copy to:
6 East 43rd Street
New York, New York 10017
Attn: Chief Compliance Officer
5. Third Party Products, Services and Content and External Links.
Some information made available on or through the Site is provided by third parties ("Third Party Content"). The inclusion or appearance of Third Party Content on the Site does not indicate any approval or endorsement by Summitas or NYPB&T of such Third Party Content. Neither Summitas nor NYPB&T is responsible for, and hereby disclaims any and all liability that may arise from Third Party Content.
The Site contains links to third-party web sites ("External Sites"). These links are provided solely as a convenience to you and not as an endorsement by Summitas or NYPB&T of the content on such External Sites. The content of such External Sites is developed and provided by others.
Neither Summitas nor NYPB&T is responsible for the content of any linked External Sites and neither makes any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all web sites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk. You should contact the site administrator or Webmaster of those External Sites if you have any concerns regarding the External Sites.
6. User Submissions
6.1 Submissions Policy. By posting to the Site or otherwise transmitting comments, pieces, ideas or other information in any form including visual or audio data (collectively referred to as the "Submissions") to the Site, you agree that you are responsible for each of the Submissions you make, and for any consequences thereof. You agree that you will use the Site in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence and all United States export control law.
To provide a forum where ideas can be shared in a productive and safe environment, you agree NOT to:
(i) Post any private information, or otherwise harvest, collect or disclose information, about another without his or her express consent; (ii) Post any content to the Site that is unlawful, racist, hateful, libelous, defamatory, obscene, or that intentionally discriminates against or harasses particular individuals or groups; (iii) Post any content to the Site that infringes any third party's intellectual property or other rights; (iv) Use the Site for any unlawful purpose, or transmit or otherwise make available in connection with the Site any material that would give rise to criminal or civil liability; (v) Use the Site for advertisements, chain letters, spam, survey solicitations, junk mail or solicitations;(vi) Impersonate any person or entity, including any Summitas or NYPB&T employee, or falsely state or otherwise misrepresent your affiliation with any person or entity; (vii) Imply that Summitas or NYPB&T endorses any of your statements or positions; (viii) Take any action that imposes an unreasonable load on the server; (ix) Use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site, (x) Attempt to decipher, decompile, disassemble or reverse-engineer any of the software comprising or making up the Site; and/or (xi) Delete or alter any material posted by any other person or entity.
6.2 Representations and Warranties. You represent and warrant to Summitas and NYPB&T that:
(i) you have full power and authority to enter into this agreement; (ii) your Submissions are original to you or you have obtained all permissions, releases, rights or licenses required to grant the rights and assignment granted herein without obtaining any further releases or consents; (iii) your Submissions do not violate , infringe, or misappropriate any third party's copyright, trademark, right of privacy, or publicity, or other personal or proprietary right, and do not contain any matter that is defamatory; and (iv) you are eighteen (18) years of age or older.
7. Suspension and Termination.
7.1 Termination for Breach. This Agreement (and therefore your license granted herein) shall terminate automatically and immediately upon failure to comply with any of the limitations or requirements described in Section 3 of this Agreement. Summitas shall provide seven (7) days notice (the “Notice Period”) of any such termination. It is the User’s responsibility to notify NYPB&T of any such termination and to make alternate arrangement for any Services provided by NYPB&T through the Site. At the end of the Notice Period, Summitas will not retain any data posted to the Digital Vault. It is the responsibility of the User to keep back-up copies of any data posted to the Digital Vault.
You shall indemnify, defend and hold Summitas and NYPB&T, their respective licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, and agents (collectively, the "Indemnified Parties") harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with your use of the Site and Services: (i) a claim alleging that use of the user data infringes the rights of, or has caused harm to, a third party; (ii) a claim arising from the breach by you of this Agreement, provided in any such case that the affected Indemnified Party (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release the Indemnified Parties of all liability and such settlement does not affect any Indemnified Parties’ business or any Summitas Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
9. Disclaimer of Warranties.
THE INDEMNIFIED PARTIES MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF WEBSITE, SERVICES AND/OR CONTENT. NONE OF THE INDEMNIFIED PARTIES REPRESENT OR WARRANT THAT (A) THE USE OF WEBSITE AND/OR THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE WEBSITE, ALL SERVICES AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY THE SUMMITAS PARTIES.
IF YOU USE THE DIGITAL VAULT FEATURE FOR STORING DOCUMENTS, DATA AND OTHER INFORMATION (COLLECTIVELY, THE "STORED DOCUMENTS"), YOU ACKNOWLEDGE AND AGREE THAT YOU WILL BE RESPONSIBLE FOR ENSURING THE SECURITY AND CONFIDENTIALITY OF YOUR USER NAME AND PASSWORD AS WELL AS ANY PASSPHRASES THAT MAY BE USED TO PROTECT PARTICULAR STORED DOCUMENTS. SUMMITAS CANNOT AND WILL NOT BE RESPONSIBLE AND/OR LIABLE FOR ANY ACCESS TO YOUR STORED DOCUMENTS RESULTING FROM YOUR FAILURE TO PROTECT YOUR USER NAME, PASSWORD AND/OR PASSPHRASE. WHILE SUMMITAS TAKES STEPS TO ENSURE THE PROPER OPERATION OF THE SITE, INCLUDING WITHOUT LIMITATION, THE DIGITAL VAULT FEATURE, THE SITE MAY SUFFER FROM FAILURES, DELAYS, ATTACKS AND OTHER PROBLEMS THAT RESULT IN A LACK OF ACCESS TO, DELAYED ACCESS TO, UNAUTHORIZED ACCESS TO AND DISCLOSURE OF AND/OR DESTRUCTION OF STORED DOCUMENTS. SUMMITAS AND NYPB&T CANNOT AND WILL NOT BE RESPONSIBLE AND/OR LIABLE FOR ANY OF THE FOREGOING.
THE SITE AND SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. NONE OF THE INDEMNIFIED PARTIES IS RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
10. Limitation of Liability.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE INDEMNIFIED PARTIES, EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL THE INDEMNIFIED PARTIES BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SITE AND/OR SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SITE AND/OR SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE WEBSITE AND/OR SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
11.1 Choice of Law. This Agreement is governed by the internal substantive laws of the State of New York, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in New York City. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Failure of Summitas or NYPB&T to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against Summitas or NYPB&T unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Summitas and you, this Agreement constitutes the entire Agreement between you and Summitas with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
11.2 User Must Comply with Applicable Laws. For purposes of this Agreement, the Site is controlled and operated by Summitas in accordance with the laws of the State of New York and it is not intended to subject Summitas or NYPB&T to the law or jurisdiction of any country, state or territory. Neither Summitas nor NYPB&T makes any claims concerning whether the Site may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Site from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
11.3 Export Controls. The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Site to countries or persons prohibited under the export control laws. By accessing the Site, you are expressly agreeing that you are not in a country where such access is prohibited or are a person or entity for which such access is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Site.
11.4 Modification of Terms. Summitas reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
11.5 Assignment; Change of Control. This Agreement may not be assigned by you without the prior written approval of Summitas but may be assigned without your consent by Summitas to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Summitas directly or indirectly owning or controlling 50% or more of you shall entitle Summitas to terminate this Agreement for cause immediately upon written notice.
11.6 Notice. Summitas may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Summitas' account information, or by written communication sent by first class mail or pre-paid post to your address on record in Summitas' account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Summitas (such notice shall be deemed given when received by Summitas) at any time by any of the following:
335 Madison Avenue
New York, New York 10017
Attn: Legal Department
By Email: firstname.lastname@example.org
11.7 Questions or Additional Information. If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to: email@example.com.