Jay Strongwater LLC

TERMS AND CONDITIONS OF USE

1. Introduction

Please read these terms of use ("Terms") for the website www.jaystrongwater.com (the "Web Site") carefully. If you do not accept these Terms, do not use this Web Site. Using this Web Site means you automatically agree to be bound by these Terms. Jay Strongwater LLC ("Jay Strongwater") may revise these Terms at any time. You should visit this page periodically, because your continued use of the Web Site following the posting of changes to these Terms will mean you accept those changes. The terms "you" and "user" as used herein refer to all individuals and/or entities accessing the Web Site for any reason.

2. Use of Material

The contents of this Web Site, such as text, graphics, images and other material ("Material"), are owned by Jay Strongwater and its affiliates, licensors and vendors, and are protected by United States and foreign intellectual property laws. Unauthorized use of the Material may violate copyright, trademark, and other laws.

Jay Strongwater authorizes you to view and download a single copy of the Material on the Web Site solely for your personal, non-commercial use, provided you retain all copyright and other proprietary notices contained in the original Material on any copy you make of the Material. You may not sell or modify the Material or reproduce, display, publicly perform, distribute, or otherwise use the Material in any way for any public or commercial purpose. You may not use the Material on any other web site or in a networked computer environment for any purpose.

You may not copy or adapt the HTML or other code that Jay Strongwater uses to generate its pages.

You may not, without the prior written permission of Jay Strongwater, use any computer code, data mining software, "robot," "bot," "spider," "scraper" or other automatic device, or program, algorithm, or methodology having similar processes or functionality, or any manual process, to monitor or copy any of the pages, data, or content found on the Web Site or accessed through the Web Site.

If you download software from the Web Site, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Software") are licensed to you by Jay Strongwater or its licensors. Jay Strongwater does not transfer title to the Software to you. You own the medium on which the Software is recorded, but Jay Strongwater and its licensors retain full and complete title to the Software, and all intellectual property rights therein. You may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form. Any use of the Software may be subject to an accompanying end user software license agreement.

3. Acceptable Site Use

General Rules: You may not use the Web Site to transmit, distribute, store, or destroy material (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, trademark, trade secret, or other intellectual property rights of others or violate the privacy, publicity, or other personal rights of others, or (c) that is defamatory, obscene, threatening, abusive, or hateful.

Security Rules: You may not violate or attempt to violate the security of the Web Site or use the Web Site to violate the security of other web sites by any method, including, without limitation, (a) accessing data not intended for you or logging into a server or account which you are not authorized to access, (b) attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measurers without proper authorization, (c) attempting to interfere with service to any user of the Web Site, host or network, including, without limitation, via means of submitting a virus to the Web Site, overloading, "flooding", "spamming", "mailbombing", or "crashing", (d) sending unsolicited e-mail, including promotions and/or advertising of products or services, or (e) forging any Jay Strongwater packet header or any part of the header information in any e-mail or newsgroup posting. Violations of system or network security may result in civil or criminal liability. Jay Strongwater may investigate violations of these Terms and may involve and cooperate with law enforcement authorities in prosecuting users of the Web Site who are involved in such violations.

Specific Prohibited Uses: Jay Strongwater specifically prohibits any use of the Web Site, and you agree not to use the Web Site, to:

  • distribute or otherwise publish, without Jay Strongwater' approval, any material containing any solicitation of funds, promotion, advertising, or solicitation for goods or services;
  • solicit other users of the Web Site to join or become members of any commercial online service; or
  • delete or revise any material posted by any other person or entity.

4. User Information

If Jay Strongwater asks you to register on or for the Web Site, you will be asked to provide Jay Strongwater with certain information including, without limitation, a valid email address (your "Information"). Please see Jay Strongwater' Privacy Policy for further details regarding Jay Strongwater' use of your Information.

5. User Submissions

If you use the Web Site, you are responsible for your own communications and the consequences of your postings. In addition, you shall not:

  • post material that is copyrighted, unless you are the copyright owner or have the permission of the copyright owner to post it;
  • post material that reveals trade secrets, unless you own them or have the permission of the owner;
  • post material that infringes on any other intellectual property rights of others or on the privacy or publicity rights of others;
  • post material that is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to another user or any other person or entity;
  • post a sexually-explicit image or statement;
  • post advertisements or solicitations of business without Jay Strongwater's approval;
  • post chain letters or pyramid schemes; or
  • impersonate another person.

Jay Strongwater does not represent or guarantee the truthfulness, accuracy, or reliability of communications posted by users or endorse any opinions expressed by users. You acknowledge that any reliance on material posted by another user will be at your own risk.

Jay Strongwater has no obligation to screen communications in advance and is not responsible for screening or monitoring material posted by users. If notified of communications that allegedly do not conform to these Terms, Jay Strongwater may investigate that allegation and determine in good faith and its sole discretion whether to remove or request the removal of the communication. Jay Strongwater has no liability or responsibility to users for performance or non-performance of such activities. Jay Strongwater reserves the right (i) to expel users and prevent their further access to the Web Site for violating these Terms or the law, and (ii) to remove communications that do not conform to the provisions of these Terms.

If you submit any material or content to the Web Site in any manner ("Content"), you grant Jay Strongwater and its affiliates the royalty-free, perpetual, irrevocable, non-exclusive right and license (including a waiver of any moral rights) to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform, and display the Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any rights that may exist in the Content (the "License"). You also warrant that the holder of any rights, including moral rights in the Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the License. You also permit any user of the Web Site to access, display, view, store, and reproduce the Content for personal use. Subject to the foregoing, the owner of the Content placed on the Web Site retains any and all rights that may exist in the Content. You acknowledge that you are solely responsible for the form, content, and accuracy of any Content you place directly or indirectly on the Web Site.

6. Registration and Password

You are responsible for maintaining the confidentiality of your information and any password. You are responsible for all uses of your registration, whether or not authorized by you. You shall immediately notify Jay Strongwater of any unauthorized use of your Information, registration, or password.

7. Jay Strongwater' Liability

The Material may contain inaccuracies or typographical errors. Jay Strongwater makes no representations about the accuracy, reliability, completeness, or timeliness of the Web Site or the Material. The use of the Web Site and the Material is at your own risk. We reserve the right, at our discretion, to modify, add, or remove portions of the Web Site at anytime without notice.

JAY STRONGWATER DOES NOT WARRANT THAT THE WEB SITE WILL OPERATE ERROR-FREE OR THAT THE WEB SITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE WEB SITE OR THE MATERIAL RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, JAY STRONGWATER IS NOT RESPONSIBLE FOR THOSE COSTS.

THE WEB SITE AND MATERIAL ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, JAY STRONGWATER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. JAY STRONGWATER MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE MATERIAL, SERVICES, SOFTWARE, TEXT, GRAPHICS, OR LINKS.

8. Disclaimer of Consequential Damages

IN NO EVENT WILL JAY STRONGWATER, ITS SUPPLIERS, OR ANY THIRD PARTIES MENTIONED ON THE WEB SITE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEB SITE OR THE MATERIAL, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT JAY STRONGWATER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Links to Other Sites

To the extent the Web Site contains links to third party web sites, such links are provided solely as a convenience to you and not as an endorsement by Jay Strongwater of the content on such third-party web sites. Jay Strongwater is not responsible for the content of any linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third-party sites. If you decide to access linked third-party sites, you do so at you own risk.

10. Limitation of Liability

The aggregate liability of Jay Strongwater to you for all claims arising from the use of the Materials or any other use of the Web Site is limited to $10.

11. Termination

If you breach any of these Terms, Jay Strongwater reserves the right, at its sole discretion, to immediately terminate your registration with, or ability to access, the Web Site, any Material, and/or any other service provided to you by Jay Strongwater.

12. Indemnity

You shall defend, indemnify, and hold harmless Jay Strongwater, its affiliates, its officers, directors, employees, and agents, from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees (whether incurred as the result of a third-party claim or a claim to enforce this Term), alleging or resulting from your use of the Material or the Web Site or your breach of any of these Terms. Jay Strongwater will notify you promptly of any such claim, suit, or proceeding and will assist you, at your expense, in defending any such claim, suit, or proceeding.

13. General

Jay Strongwater makes no claims that the Materials may be lawfully viewed or downloaded outside of the United States. Access to the Materials may not be legal by certain persons or in certain countries. If you access the Web Site from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. These Terms are governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. Jurisdiction of any claims arising under these Terms will lie exclusively with the state or federal courts within Rochester, New York. If any Term is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect. No waiver of any provision of these Terms will be deemed a further or continuing waiver of such provision or any other provision. Except as expressly provided in an end user software license, or in a "Legal Notice" or other statement by Jay Strongwater on the Web Site, these Terms constitute the entire agreement between you and Jay Strongwater with respect to the use of Web Site.

11194001.1