•   Welcome  
•  How It Works 
•  Join Passitto 
•    FAQ's   
•     Contact    
•     Blog    
•     Login    

Date of Last Revision: May 26, 2008

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY ACCESSING OR USING THIS WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ALL TERMS, POLICIES, GUIDELINES AND DISCLOSURES INCORPORATED BY REFERENCE ("Agreement"). IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEBSITE.

These terms and conditions of use in this Agreement apply exclusively to your access to, and use of, the Website of Business Connect, LLC ("Company"), located at www.passitto.com ("Site") and the information and other services provided therein ("Services"). The Company is located at: 1320 Pearl Street, Suite 106, Boulder, Colorado 80302. If you ("User") are using the Site on behalf of any entity, the User represents and warrants that the User is authorized to accept these Site Terms on such entity's behalf, and that such entity agrees to indemnify the User and Company for violations of this Agreement.

The Company reserves the right to change or modify any of the terms and conditions contained in this Agreement or any policy or guideline of the Site, at any time and in its sole discretion. Any changes or modification will be effective immediately upon posting of the revisions on the Site. Continued use of this Site by the User following the posting of changes or modifications will constitute the acceptance of such changes or modifications by the User. Therefore, the User should frequently review this Agreement and applicable policies from time-to-time to understand the terms and conditions that apply to the use of the Site. If the User does not agree to the amended terms, the User must stop using the Site.

1. Nature of the Site: Only a Venue

The Site is an Internet forum that facilitates communications between User and other users of the Site (the term "other users of the Site" consists of Users of the Site who, themselves, are also subject to this Agreement as Users) for the purpose of exchanging information. The Site is intended to assist the User in identifying other users of the Site who are interested in sending or obtaining Client Data (as defined herein). Neither the Company nor the Site is a traditional auctioneer. The Site acts as an online venue. The Company does not guarantee that the User will obtain any benefit through the Site. The Company cannot ensure that the User will actually complete a transaction.

The Company takes no position and offers no opinion on when or if a contractual agreement or other relationship is formed between the User and other users of the Site or other parties or when delivery occurs. In order to provide an optimal forum for the User, the Company does not involve itself in the agreements between the User and other users of the Site or the actual delivery or provision or delivery of goods or services of the User or other users of the Site, third parties, or any other person or entity. Therefore, the Company cannot ensure the completion of any agreement, representation, warranty, or the integrity of any party. The Company will not be a party to any fee or referral fee dispute or other related legal matter or claim asserted by or amongst the User or other users of the Site. If the User has a dispute with one or more other users of the Site, the User release the Company from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement or by the use of the Site.

The Company is not a law firm, investment firm, CPA firm. The Company does not provide legal, financial, or tax advice. The Company offers no legal advice, recommendations, mediation, or counseling under any circumstance. The Company does it facilitate or channel clients to specific legal, financial, or tax advisers.

2. User Guidelines

Given the nature of the Site, it is important that the User follow the rules of the Site. Some of these rules are described in this Agreement. The rest are described in bulletins or notices posted at various points in the Site.

The User may not engage in any of the following activities on the Site:

• misrepresent Registration Data (as defined herein), Client Data (as defined herein), or other information
• do or say anything to injure or harm others
• display material containing nudity or pornographic material of any kind
• provide material that is grossly offensive to the online community, including blatant expressions of bigotry, prejudice, racism, hatred, or profanity
• promote or provide instructional information about illegal activities, or promoting physical harm or injury against any group or individual
• defame any person or group
• display material that exploits children under 18 years of age
• violate the rights of another, including but not limited to the intellectual property rights of another. This includes using the Site for acts of copyright, trademark, patent, trade secret, or other intellectual property infringement, including but not limited to offering pirated computer programs or links to such programs, information used to circumvent manufacturer-installed copy-protect devices, including serial or registration numbers for software programs, or any type of cracker utilities (this also includes files which are solely intended for game emulation)
• violate Internet standards
• use the Site for displaying harassing, abusive, threatening, harmful, vulgar, obscene, or tortuous material or invading other's privacy
• interfere with or disrupting the Site or servers or networks connected to the Site by posting unauthorized advertisements or links to competing services, transmitting "junk mail", "spam", "chain letters", or unsolicited mass distribution of e-mail
• encourage any illegal activity, including anything to do with illegal drugs, gambling, pornography, prostitution, child pornography, robbery, spreading computer viruses, cracking into private computer systems, software infringement, trafficking in credit card codes, or other crimes
• compromise the security of any Service the Company provides, including attempting or gaining access to system areas private to the Company, or to other users of the Site
• harvest or otherwise collect information about other users of the Site, including e-mail addresses, without their consent
• use any robot, spider, scraper or other automated means to access the Site for any purpose without the Company's express written permission

The Company reserves the right to deny access to the Site or terminate or cancel the User's accounts if the User (1) violates these rules or (2) receives complaints from other users of the Site, for any other reason.

The Company may deny access to the Site to or terminate or cancel the User's accounts if the User submits or posts (as defined herein) incomplete or inaccurate information on the Site. This includes failing to provide accurate and complete Registration Data (as defined herein), Client Data (as defined herein), and/or other information.

In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, the Company has adopted a policy of to denying access to the Site or terminating or canceling User's accounts, in appropriate circumstances and at Company's sole discretion, if the User is deemed to be a repeat infringer. Company may also at its sole discretion deny access to the Site or terminate or cancel the User's accounts if the User infringes any intellectual property rights of the Company or others, whether or not there is any repeat infringement, or when the User violates any other term of this Agreement.

The Company may deny access to the Site or to terminate or cancel the user's accounts if the Company receives notice that the User is contacting other users of the Site for impermissible purposes, either on or off of the Site.

The Company reserves the right to deny access to the Site to or to terminate or cancel the User's accounts if the User has not accessed the Site or the User's account has been inactive for a long time, as determined by the Company, or if the User has an outstanding balance owed to the Company.

Any denial of access to the Site or termination or cancelation of the User's accounts will result in the forfeiture of the User's Site Credits (as defined herein) to the Company.

3. User Communications

The Site provides a means for the User and other users of the Site to ask each other questions related to the Client Data (as defined herein). The User may only use this feature to ask genuine non-offensive questions and to provide similar responses.

The User shall in good faith attempt to respond in a timely fashion to all reasonable queries from the Company and other users of the Site about Client Data (as defined herein) that the User posts (as defined herein) to the Site. Queries are prominently displayed on the Site to the User once the user logs into the Site. The Company may also forward queries to the User's outside or private e-mail account(s).

By using the Site, the User consents to receive e-mails from the Company, which may include commercial e-mails provided such e-mails are in accordance with the preferences the User selects in the My Account section of the Site. The User may change such preferences by changing the User's account settings on the e-mail and notifications page of the My Account section of the Site. Please note that as long as the User maintains an account, the User may not "opt out" of receiving Service or account-related e-mails from the Company.

4. Posting Information; Confidentiality

The User may post or list ("post," and as an act to "post, "posting," or "posted" etc.) information on the Site about potential cases, sales, clients, etc. or any other information posted to the Site (collectively and individually, "Client Data") that that the User would like to share with other users of the Site, so long as (1) the User is authorized to post such Client Data; (2) the User, the Client Data, and the act of posting the information does not violate this Agreement or other law; and (3) the Client Data is of a nature requested by and appropriate for the Site.

The User may only submit each item of Client Data once, meaning that one post cannot contain multiple Client Data and cannot be posted multiple times simultaneously. For example, if the User knows of multiple third parties who are in need of chiropractors, the User may post this Client Data to the Site. This Client Data would need to be posted using multiple listings - one for each third party. Once the time set by the User for the Client Data to expire lapses, the User can post the Client Data to the Site again.

The User shall not submit any Client Data using the Site without first obtaining the appropriate permission to do so. In many cases this may simply involve the User asking the party involved in the case, sale, or client if it is okay to have another user of the Site contact him or her. The User agrees to confer and get the advice of their legal and other advisors and to review the governing legal and ethical rules to determine what is appropriate in this regard.

The user who is licensed as an agent, broker, or other licensed real estate professional, securities broker, attorney, or other professional must ensure that Client Data conforms to all laws and regulations applicable to online advertising by such User. These requirements may include, among other things, disclosure of the licensee's name, any firm with which the licensee is affiliated, office location, and the jurisdiction(s) where the licensee is licensed.

As provided for herein and on the Site, Client Data will be shared with other users of the Site and may be made publicly available as provided for by the Site.

The User shall in good faith provide sufficient Client Details as would be reasonably necessary for other users of the Site to make informed choices about whether they are interested in the Client Data.

The User shall only post Client Data that is accurate, true, and correct. The User shall immediately cancel any Client Data once the User learns that the Client Data is inaccurate, untrue, or incorrect. The Site includes a "cancel" feature for this purpose. The User can cancel any Client Data prior to the time that the User selects a Recipient (as defined herein).

The User shall not provide sensitive data as part of the Client Data, such as admissions of guilt or liability. If the User is aware of such information that cannot or is not appropriate to be released to the Site or the public at large, the User should use their best judgment in determining whether and to what extent to provide such information. The Company stresses that the Site is not an appropriate forum for all Client Data.

The Company makes every effort to maintain the confidentiality of Client Data, Registration Data (as defined below), and other information. However, because the Company cannot control the conduct of others, we cannot guarantee that this information will remain confidential. The Company urges the User to use caution in deciding what information to post to the Site. The Company is not responsible for the release or improper use of Client Data or other information by the User or other users of the Site or any release due to error or failure in the Site.

5. Fees; Site Credits; Services

Joining the Site, listing a User profile, using groups and making connections, and posting Client Data to the Site is free.

Upon request of the User, the Company can verify the User's identify. Once verified, this verification then becomes part of the Client Data. The Company uses a third-party service, Veratad Technologies, Inc. ("Veratad") (www.veratad.com, "Veratad's website"), for this purpose. The Company does not warrant Veratad's services, findings, or otherwise. The Company urges Clients to review Veratad's website and contact Veratad for questions about their service. The Company will charge the User five (5) Site Credits to have the User's identity verified using Veratad's service. Because people like to know who they are interacting with, there is some chance that the User will recoup this fee by other users of the Site being willing to use more Site Credits to express interest in the Client Data that the User posts to the Site; however, the Company cannot warrant or otherwise guarantee that the User will recoup this fee. If the User attempts to verify its identity using Veratad but Veratad is unable to verify the User's identity, the User may contact the Company directly to have the Company verify the User's identity. The User can contact the Company's customer support for this service.

As described herein, the Site operates on a "pay or play" model. This is premised on the use of Site Credits that the User and other users of the Site can purchase from the Company or, as described herein, obtain from other users of the Site. These credits (described as "Site Credits" herein) can only be used on the Site as described in this Agreement. Except as expressly provided in this Agreement, Site Credits are not transferrable and not assignable by the User or other users of the Site. Site Credits may be purchased from the Company using a valid debit or credit card, as described in the Company's payment and refund terms herein.

The User can use Site Credits to express an interest in Client Data posted to the Site by other users of the Site or other parties. Site Credits cannot be used for any other purpose. The User is responsible for reviewing the Client Data that is made available on the Site prior to using Site Credits to express an interest in the Client Data. The User should use the Site e-mail messaging system to research or gather additional information about any other user of the Site or Client Data prior to using Site Credits.

The contact information for other users of the Site who use Site Credits to express their level of interest in Client Data posted by the User ("Bidders"), will be made available to the User. In the alternative, the User may opt to have the Site provide the full Client Data, including the third party contact information, to one of the Bidders selected by the User ("Recipient"). The User makes this decision at the time that the User posts the Client Data to the Site.

The User may select a "reserve amount", which is a minimum amount of Site Credits that the Bidders must use in order for the Site to notify the User of the Bidders interest in the Client Data. The User should factor in fees that may accrue to the Company (as described herein) in setting the reserve amount and amount offered by the Bidder selected as the Recipient.

The User must select a start and end date and time for the Client Data. This time allows Bidders to review and express their interest, if any, in obtaining the Client Data.

The User may express an interest in Client Data using the Site Credits if the Site Credits are not suspended or otherwise limited.

The User shall not use Site Credits to express interest in any Client Data if the User does not intend to contact the other user of the Site that posted the Client Data (and/or the client or party identified in the Client Data, if so indicated in the Client Data) if the User is selected to be the Recipient of the Client Data. The User shall use its best efforts to attempt to follow up on any and all Client Data that it receives through the Site. This does not obligate the User to agree to enter into a contractual agreement with any other user of the Site or party or to perform any service or provide any good; rather, it merely obligates the User to make a good faith attempt to use the Client Data in the manner for which it is intended. Upon the expiration set for the Client Data, it is up to the Recipient to contact the User or third party using the Client Data to gather the client, case, and other details.

When the User uses Site Credits to express an interest in Client Data, the User's Site Credits will be held in suspense pending the expiration of the time set for the Client Data upon which the Site Credits were used to express an interest in. If the User does not have sufficient Site Credits, this may preclude the User from expressing an interest in other Client Data posted to the site until the time established for the Client Data to expire has passed or until the User increases its Site Credit balance. The User can terminate or cancel its interest in any Client Data prior to the expiration for the Client Data, thereby freeing up suspended Site Credits.

When the User selects the Recipient, the Site Credits used by the Recipient to express an interest in the Client Data by the Recipient will be debited from the Recipient's Site Credit balance or account and credited to the User's Site Credit balance or account. Once debited and credited, the debit and credit are not subject to review; however, the Company reserves the right to, but is not obligated to, alter any debit or credit. The Company encourages the User to review the Client Data carefully prior to and following the User using Site Credits to express an interest in Client Data.

If the User does not select a Recipient or cancel the Client Data, by default the User will accept the other Site user that posted the highest amount of Site Credits to express an interest in the Client Data as the Recipient. This default selection will occur approximately twenty four (24) to forty eight (48) hours after the expiration of the Client Data that was selected by the User.

When the User selects the Recipient, the Company will retain ten (10) percent of the Site Credits that the Recipient used to express an interest in the Client Data. This represents the Company's fee for operating the Site.

Any denial of access to the Site or termination or cancelation of the User's access to the Site or the User's accounts will result in the forfeiture of the User's Site Credits to the Company.

6. Client Data, Information, Feedback

The Company cannot monitor, approve, or verify the accuracy or appropriateness of Client Data on the Site; therefore, the Company allows the User and other users of the Site to flag inappropriate Client Data and the Company provides Recipients with the ability to provide feedback on Client Data posted by other users of the Site.

The Company encourages the User and other users of the Site to report problems, offensive content, and policy violations to us. Many of the pages on the Site contain a link for the User to flag content.

Feedback is used to describe the Client Data, not the User or other user of the Site. Feedback posted on the Site will be available for review by the User, other users of the site, and the public, which makes it part of the Client Data for the User and other users of the Site going forward. Feedback is important because the User and other users of the Site will benefit from the Users experience. Therefore, Recipients agree provide feedback on any and all Client Data that they receive or are awarded through the Site. Failure to provide feedback in as described herein is grounds for the Company to restrict or deny the user's access to the Site or to cancel or terminate the user's accounts.

The User should understand that some Client Data might generate negative feedback despite the User's best efforts to provide accurate and quality Client Data. In some instances inaccuracies or the quality of the Client Data may not be the fault of the User. As such, the Recipient is encouraged to take this into account when providing feedback and the User and other users of the Site are encouraged to take this into account when using feedback in determining whether to express interest in any Client Data.

The Company has no obligation to mediate or otherwise reconcile differences between the User and other users of the Site or to change or alter negative feedback or to restore Site Credits used on inaccurate or inappropriate Client Data. The User runs the risk that it may expend Site Credits on inaccurate or inappropriate Client Data. The ability to provide feedback on Client Data is the User's sole remedy for these occurrences provided by the Company. Users can provide a single written reply to any feedback.

While the Company encourages open and unrestricted use of the network, the Company will not tolerate offensive conduct. When providing feedback on Client Data, the User is urged to please keep the comments accurate, constructive and civil. The use of disparaging and defamatory comments does not serve the purpose of the Site and may result in legal liability to the User. The Company reserves the right to deny access to the Site and terminate or cancel the User's accounts if the User posts feedback that is defamatory, hostile, vulgar, or otherwise distasteful or inappropriate.

The Company is not responsible for any loss of data resulting from accidental or deliberate deletion, network or system outages, file corruption, or any other reasons.

7. Profiles; Connections; Groups

The Site allows Users to establish profiles, display connections to other users of the Site, and create and join groups with other users of the Site. Information posted to profiles, connections, or groups constitute Client Data. These profiles, connections, and groups may be made available to the public. The Company does not and is not responsible for monitoring profiles, connections, or groups. The Company reserves the right to change, modify, or delete groups or contacts for any reason or no reason.

8. Purchasing Site Credits; Payment for Withdraw of Site Credits; Refund Terms

Users may purchase Site Credits from the Company using a valid debit or credit card. Site Credits are currently sold in 1 (one) Site Credit increments, with a minimum credit purchase amount of 10 (ten) credits. Site Credits shall be sold for the then going rate provided by the Company. The rate is currently $1 U.S. per Site Credit. The Company reserves the right to change this purchase rate for Site Credits and to delay processing Site Credit purchases, pending credit card approval or for other reasons. The Company also reserves the right to offer Site Credits at other rates.

Nothing in this Agreement may obligate the Company to extend credit to the User or any party, or to pay interest to the User or any party. The User acknowledges and agrees that any credit card and related billing and payment information that the User provides to the Company may be shared by the Company with companies who work on the Company's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to the Company and servicing the User's account. The Company may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. The Company shall not be liable for any use or disclosure of such information by such third parties.

The User may withdraw Site Credits from the Company as described herein. The current rate for withdrawing Site Credits is $1 U.S. per credit. The Company reserves the right to change this withdraw rate for Site Credits. Unless otherwise agreed to by the User and the Company in writing (including by e-mail), the Company shall send payments to the User for the withdraw of Site Credits within approximately thirty (30) days after the end of each calendar month that the User's Site Credit balance is 100 or more Site Credits, following a request from the User to withdraw Site Credits. In the event this Agreement is terminated, the Company shall pay the User's Site Credit balance to the User within approximately ninety (90) days after the end of the calendar month in which the Agreement is terminated by the User (following the Company's receipt of the User's written request, including by e-mail, to terminate the Agreement) or by the Company. In no event, however, shall the Company make payment to any User for any Site Credit balance of less than 100 Site Credits.

Notwithstanding the foregoing, the Company shall not be liable for any payment where the Company has reason to believe that the payment or ay portion of the payment is the result of any breach of this Agreement by the User (or by a third party). The Company reserves the right to withhold payment or charge back the User's account due to any of the foregoing or any breach of this Agreement by the User (or third parties), pending the company's reasonable investigation of any of the foregoing or any breach of this Agreement by the User (or third party).

In addition, if the User is past due on any payment to the Company, the Company reserves the right to withhold payment until all outstanding payments have been made or to offset amounts owed to the User by amounts owed by the User to the Company.

Before requesting to withdraw Site Credits, the User must update its Registration Data (as defined below). To ensure proper payment, the User is solely responsible for providing and maintaining accurate Registration Data (as defined below) and address and other contact information as well as payment information associated with the User's account. Payment will only be made to U.S. persons as defined in federal income tax law and/or Publications issued by the IRS (such as Publication 515). For Users who are U.S. taxpayers, this information includes without limitation a valid U.S. tax identification number and a fully-completed Form W-9. Payments are mailed to the U.S. address included in the Registration Data at the time that the User submits its request for withdraw.

Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from payments. The User agrees to pay all applicable taxes or charges imposed by any government entity in connection with the User's use of the Site and to indemnify the Company therefore.

The Company may change its pricing and/or payment structure at any time. If the User disputes any payment made or to be made by the Company, the User must notify the Company in writing within thirty (30) days of any such payment or the date which such payment was to be made; failure to so notify the Company shall result in the waiver by the User of any claim relating to any such disputed payment.

Payment shall be calculated solely based on records maintained by the Company. No other measurements or statistics of any kind shall be accepted by the Company or have any effect under this Agreement. The payments made under this Agreement are for use by the User only and may not be transferred or in any manner passed on to any third party (i.e., distributed to Properties managed by the User that require separate payments) unless expressly authorized in writing by the Company (including by e-mail).

Unless otherwise stated, references to money, currency, or dollars refer to U.S. dollars. The User is responsible for paying all fees and applicable taxes associated with the Site in a timely manner with a valid payment method. If the User's payment method fails or the account is past due, the Company may collect fees owed using other collection mechanisms (This includes charging other payment methods on file with the Company, retaining collection agencies and legal counsel, and for accounts over 180 days past due, deducting the amount owed from the User's Site Credit account or balance).

All purchases are final. The Company shall not be required to make or liable for refunds to any User in any circumstance. The Company, in its sole discretion, may make refunds if the User specifically notifies the Company within one day of the purchase. The User is responsible for any fees incurred by the Company related to making a refund, such as the Company's credit card or merchant processing fees.

The User may be charged an additional fee by the Company for withdrawing Site Credits in an amount over 100 Site Credits in any one calendar month. The maximum fee shall be five (5) percent of the amount to be paid to the User by the Company. This fee is intended to compensate the Company for processing fees, such as credit card processing fees. The Company intends to impose this fee only in circumstances where the Company incurred processing fees associated with the User withdrawing Site Credits.

9. Disclaimer of Information Obtained

The Company provides the User and other users of the Site with a forum that functions as an open market. The Company is not responsible for the content of materials posted on the Site. The opinions and views expressed are those of the User and other users of the Site and do not reflect those of the Company. Client Data or other information submitted by the User and other users of the Site is not verified or reviewed in any way before it appears on the Site. The Company does not warrant the validity or accuracy of any such information. The Company urges the User and other users of the site to please use caution and common sense when using the Site.

The Company does not review the membership, standing, or otherwise of the User or other users of the Site with any regulatory, licensing, or similar authority. The User agrees not to access the Site if it lacks the proper licensures or are suspended and/or disbarred or otherwise restricted or prohibited from providing the goods or services identified in the Client Data. If such access is brought to the attention of the Company, the Company may report said users conduct to the appropriate licensing agency or other proper authority and may restrict the User's access to the Site and/or cancel or terminate the User's account.

10. Copyright Complaints

If the User believes that any material on the Site infringes upon any copyright which they own or control, the User may file a notification of such infringement with the Company's Designated Agent as set forth below.

Name of Agent Designated to Receive Notification of Claimed Infringement: Jeremy Bamford
Full Address of Designated Agent to Which Notification Should Be Sent: 1320 Pearl Street, Suite 106 Boulder, CO 80302.

Telephone Number of Designated Agent: 303-800-6058
Facsimile Number of Designated Agent:888-471-1699
E-Mail Address of Designated Agent: info@passitto.com

The Company may give notice of a claim of copyright infringement to the User or other users of the Site by means of a general notice on the Site, e-mail to a User's or other users of the site's e-mail address in our records, or by written communication sent by first-class mail to a User's or other users of the Site's address in our records.

11. Indemnification

The User agrees that the Company is not responsible for any harm that the Site or Services may cause. The User agrees to indemnify, defend, and hold the Company harmless from and against any and all liability and costs incurred in connection with any loss, liability, claim, demand, damage, and expenses arising from or in connection with the contents or use of the Site. The User agrees that this defense and indemnity shall also apply to any breach by the User of this or any related Agreement or the foregoing representations, warranties and covenants. The User further agrees that this defense and indemnity shall include without limitation attorney fees and costs. The User also agrees that this defense and indemnity shall apply to the Company, its affiliates, directors, officers and employees. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User and the user shall not in any event settle any matter without the written consent of the Company.

12. Additional Company Rights

The Company reserves the following rights:

• to release current or past Registration Data (as defined below), Client Data, or other information pursuant to the terms of this Agreement, and/or the Privacy Policy in the event the Company believes that the User is in violation of this Agreement, the Site is used to commit unlawful acts, if the information is subpoenaed, and/or if the Company deems it necessary and/or appropriate.
• to remove Client Data from the Site.
• to deny Service to offenders of this Agreement.
• to remove or reduce Site Credits awarded, held or purchased by the User for any reason or no reason.
• to deny access to the Site or terminate or cancel User's accounts for anyone or any User for any reason or no reason

The Company reserves the right to modify or discontinue, temporarily or permanently, the Site with or without notice to the User. The User agrees that Site shall not be liable to the User or any third party for any modification or discontinuance of the Site. The User acknowledges and agrees that any termination of the Site under any provision of this Agreement may be effected without prior notice, and acknowledges and agrees that the Company may immediately delete data and files in the User's account and bar any further access to such files or the Site.

The Company owns certain things on this system, including the 'look and feel' of the system, the name of the system, the collective work copyright in sequences of public messages on the system, and the business method. The User cannot reproduce any message thread from the system, either electronically or in print, without the Company's permission and the permission of all participants in the thread. This is not a complete list - other things on the system are also the Company's property. Contact the Company before copying anything from the system with plans of reproducing it or distributing it.

The User acknowledges and agrees that content, including but not limited to text, software, music, sound, photographs, graphics, video, page layout and design, or other material contained in the Site or information presented through the Site is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. The User acknowledges and agrees that the User is permitted to use this material and information only as expressly authorized by the Company or its Sponsors, and may not copy, reproduce, transmit, distribute, or create derivative works of such content or information without express authorization. The User acknowledges and agrees that Company can display the User's images and text throughout the Site.

13. Disclaimer of Warranties and Limitation of Liability

A great danger for the Company, and for all operators of online networks, is that we might be held accountable for the wrongful actions of our users. If one user libels another user, the injured user might blame us, even though the first user was really at fault. If a user uploads a program with a computer virus, and the other users' computers are damaged, we might be blamed even though a user left the virus on our Site. If a user transmits illegal or improper information to another user, we might be blamed even though we did nothing more than unknowingly carry the message from one user to another. Accordingly, we need all users to accept responsibility for their own acts, and to accept that an act by another user that damages them must not be blamed on us, but only on the other user.

Although it is the Company's goal to provide users with a reliable, quality system, we may make mistakes or experience system failure from time to time. Such problems are inevitable in operating any computer based website. We would not be able to make this network available to users if we had to accept blame or financial liability for any usability problems, system failures or errors, or mistakes or damages of any kind. In order to continue offering and improving our service, the Company must deny any warranties on this service and insure that our liability for any problems connected with the use of our system is strictly limited.

These needs are accomplished by the following disclaimers:

Disclaimer of Warranties

THE USER EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT THE USER'S SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTY THAT THE SERVICE WILL MEET USER'S REQUIREMENTS, THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; NOR DOES THE COMPANY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SOFTWARE OR NETWORK WILL BE CORRECTED. THE COMPANY MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR INFORMATION OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE USER FROM THE COPANY SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

Limitation of Liability

THE USER AGREES THAT THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF USER'S TRANSMISSIONS OR DATA, INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE USER FURTHER AGREES THAT THE COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM INTERRUPTION, SUSPENSION OR TERMINATION OF SERVICE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER SUCH INTERRUPTION, SUSPENSION OR TERMINATION WAS JUSTIFIED OR NOT, NEGLIGENT OR INTENTIONAL, INADVERTENT OR ADVERTENT.

If the Company is found to be liable, the Company's liability to the User or to any third party is limited to the greater of (a) the total fees the User or third party, as the case may be, paid to the Company in the three (3) month period prior to the action giving rise to the liability, and (b) $100.00 U.S.

14. Arbitration

Any controversy or claim arising out of or relating to this Agreement or the breach thereof or the Site, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and shall be conducted in Boulder, Colorado. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim controversy of any other party. Irrespective of any choice of law rules, the arbitrator will apply the substantive law of Colorado and the Federal Rules of Evidence. The arbitrator will have jurisdiction to hear and rule on pre-hearing disputes and is authorized to entertain a demurrer and a motion for summary judgment or summary adjudication. The arbitrator shall also have jurisdiction to decide claims for interim or preliminary relief pursuant to the Association's Optional Rules for Emergency Measures of Protection. Pre-hearing exchange of information shall be governed by the AAA Commercial Arbitration Rules and Colorado law. The arbitrator will render a written award and opinion that reveals the essential findings and conclusions upon which the award is based.

15. Registration Data; Account Security

In consideration of the User's use of the Site, the User agrees to provide accurate, current and complete information about the User as may be prompted by any registration forms on the Site ("Registration Data"); maintain the security of the User's password and identification; maintain and promptly update the User's Registration Data, and any other information the User provides to the Company, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information the User provides to Company. In addition, the User agrees not to access or use, or attempt to access or use, the Site or any part thereof using the identity or the Registration Data of any person other than themselves. Use of the Site is an express admission that the User is the party identified in the Registration Data.

16. Miscellaneous Terms

This Agreement incorporates by reference the Privacy Policy, the terms provided on the Site's Frequently Asked Questions (FAQs) page, and any notice by the Company contained in any of the Site's website pages and constitutes the entire understanding between the User and the Company regarding the User's relationship to the Company. To the extent that any term conflicts with the terms in this Agreement, the terms specifically written in this Agreement shall trump terms that are incorporated by reference to another document or outside source.

Please refer to our Privacy Policy for information on how the Company collects, uses and discloses personally identifiable information from the User.

The User can reach or access the Site from all fifty states, U.S. territories and possessions, and around the world. Each of these places has a different set of laws. Since the Company cannot keep track of all these laws and their requirements, the Agreement and the relationship between the User and the Company shall be governed by the laws of the State of Colorado without regard to its conflict of law provisions.

If the Company fails to exercise or enforce any right or provision of this Agreement or other incorporated agreements, that failure shall not be used to prove or be construed that the Company has waived the right or provision. If any provision of this Agreement or other incorporated agreements is found by a court of competent jurisdiction to be invalid, the User nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and that the other provisions of the Agreement remain in full force and effect. The User agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or Services or the Agreement or incorporated agreements must be filed by the User or third party within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Agreement are for convenience only and have no legal or contractual effect.