Terms

USER AGREEMENT between USER and 5BFH

This Website is offered to you, the user, conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of this Website constitutes your agreement to all such terms, conditions, and notices.  DO NOT USE THIS WEBSITE IF YOU DO NOT AGREE WITH THESE TERMS

MEMBER ACCOUNT, PASSWORD, SECURITY, AUTHORITY TO ACT

When registering or opening an account, you must complete the registration process by providing us with current, complete and accurate information as prompted by the Registration Form. You then will choose a password and be issued an account name. You are entirely responsible for maintaining the confidentiality of your password and account information. Furthermore, you are entirely responsible for any and all activities that occur under your account that are within your reasonable control. If you are registering on behalf of a business entity, you unconditionally warrant that you are legally authorized to act on behalf of that business entity and bind it to the terms of this Agreement. You agree to notify 5BFH immediately of any unauthorized use of your account or of any theft, loss of confidentiality or unauthorized use of your account information, or of any errors or incorrect information contained in your account records or any other breach of security.

CONFIDENTIALITY OF USER INFORMATION

It is 5BFH’s policy to respect the confidentiality of the users of this Website.  The information that you provide to 5BFH will only be used by 5BFH in accordance with the terms of its Privacy Policy which can be found here.

The Privacy Policy does not apply to Third Party Sites.

The transmission of information or data (by email or by submitting information in forms) over the Internet is not secure and is subject to possible interception, loss or alternation.  Therefore, 5BFH does not assume any liability for any damages you may experience or costs you may incur as a result of interception, loss or alteration of your personal information.  We take commercially reasonable efforts to protect the privacy of your personal information in accordance with our Privacy Policy.  You agree that 5BFH shall not be liable if any such information is obtained or accessed by third parties without 5BFH’s consent.

USE LIMITATION

You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from this Website, except as otherwise specifically allowed in this agreement.

COPYRIGHT AND TRADEMARK RIGHTS

All contents of this Website including but not limited to text, illustrations, images and any other intellectual property, are protected by under U.S. trademark and copyright laws, including the Digital Millennium Copyright Act of 1998 (the “DMCA”), worldwide copyright laws and treaty provisions.  The 5BFH names and logos and other names and logos associated with 5BFH products and/or services referenced herein are trademarks or registered trademarks or service marks of the 5BFH. All other trademarks and registered trademarks on this Website are the property of their respective owners.  Product and service names appearing on the Website are also the property of their respective owners.

All of the material in the Website is the property of 5BFH or is used under license from third parties and is protected under copyright.  None of the material may be reproduced without our express written permission, with the exception of downloading or printing a single copy of material for your personal, non-commercial offline viewing.  You may also need to obtain permission from third party licensors to use certain material on the Website.  You may not otherwise license, modify, copy, publish, distribute, sell or display any content from the Website.

5BFH reserves the right to publish and republish the material contributed by our members and other users of the Website.  By submitting a message or other content to a Forum (as defined below in “Use of Communications Forums”) or otherwise submitting such content to 5BFH, you expressly grant to 5BFH the nonexclusive rights to publish, republish, modify, copy, distribute, transmit, display, perform, create derivative works from, transfer, or license the content for use by others.

COPYRIGHT INFRINGEMENT

The DMCA provides copyright owners recourse for infringement on the Internet.  If you believe in good faith that your work has been copied in such a manner as to represent a copyright infringement, please notify 5BFH at our business address, listed in the Website, so that the situation can be promptly addressed.  See http://www.loc.gov/copyright/ for details.
In your notification, please provide us with the following information:

• An electronic or physical signature of the person authorized to act on behalf of the copyright owner
• A description of the copyrighted work that you claim has been infringed
• A description of where on our site the material is located
• Your address, telephone number and email address
• A statement by you that you have a good faith belief that the use is not authorized by the copyright owner, its agent or the law
• A statement by you, made under penalty of perjury, that the information in your Notice is accurate and that you’re the copyright owner or authorized to act on behalf of the copyright owner.

LIABILITY DISCLAIMER

THE INFORMATION, PRODUCTS, AND SERVICES PUBLISHED ON THIS WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. 5BFH AND/OR ITS RESPECTIVE SUPPLIERS AND AFFILIATES MAY MAKE IMPROVEMENTS IN AND/OR CHANGES TO THIS WEB SITE AT ANY TIME.

5BFH DOES NOT REPRESENT OR WARRANT THAT THE AVAILABILITY OF THE WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE WEB SITE OR THE SERVER THAT MAKES IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; PROVIDED HOWEVER, THAT 5BFH. SHALL MAKE COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN SERVERS AND EQUIPMENT WITHIN ITS DIRECT CONTROL VIRUS-FREE.  5BFH DOES NOT WARRANT OR REPRESENT THAT THE USE OR THE RESULTS OF THE USE OF THE WEB SITE OR THE MATERIALS MADE AVAILABLE AS PART OF THE WEB SITE WILL BE CORRECT, ACCURATE, TIMELY, OR OTHERWISE RELIABLE.

YOU SPECIFICALLY AGREE THAT 5BFH SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO USING THE FACILITIES OF THE WEB SITE; PROVIDED HOWEVER, THAT 5BFH SHALL MAKE COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN AUTHORIZED USER INFORMATION SECURE. YOU SPECIFICALLY AGREE THAT 5BFH IS NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER’S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. YOU SPECIFICALLY AGREE THAT 5BFH IS NOT RESPONSIBLE FOR ANY CONTENT SENT USING AND/OR INCLUDED IN THE WEB SITE BY ANY THIRD PARTY.

5BFH, ITS AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES CONTAINED ON THIS WEB SITE FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. 5BFH, ITS AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.  IN NO EVENT SHALL 5BFH, ITS AFFILIATES, AND/OR THEIR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS WEB SITE OR WITH THE DELAY OR INABILITY TO USE THIS WEB SITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES OBTAINED THROUGH THIS WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THIS WEB SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF 5BFH, ITS AFFILIATES OR ANY OF THEIR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

INDEMNIFICATION

You agree to indemnify and hold 5BFH, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim, demand, or damage, including reasonable attorneys’ fees, asserted by any third party due to or arising out of your:  (i) breach of these Terms and Conditions; (ii) violation of the intellectual property rights of a third party; (iii) posting, disseminating or otherwise publishing unlawful, threatening, abusive, harassing, vulgar, obscene, libelous or defamatory messages on this Website or otherwise violating the legal rights (such as rights of privacy and publicity) of others; (iv) gross negligence or reckless or intentional misconduct; or (v) breach of a Warranty.

TERMINATION

5BFH may terminate your access to any part or all of the Website and any related Website(s) at any time, with or without cause, with or without notice, effective immediately, for any reason whatsoever.

5BFH may, without notice, also terminate or suspend your account for inactivity, which is defined as failing to sign-in to the Website for an extended period of time, as determined by 5BFH, and/or for non-payment of fees. Upon termination of your access to the Website, your right to use the Website immediately ceases.

If you wish to terminate your account, your only recourse is to discontinue the use of the Website.

5BFH shall have no obligation to maintain any content in your account or to forward any unread or unsent messages to you or any third party.

NO SPAM; DAMAGES

5BFH will immediately terminate any account which it believes, in its sole discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk email or message posting.  In addition, because damages are often difficult to quantify, if actual damages cannot be reasonably calculated then you agree to pay 5BFH liquidated damages of US$50 for each piece of spam or unsolicited bulk email or postings transmitted from or otherwise connected with your account, otherwise you agree to pay 5BFH’s actual damages, to the extent such actual damages can be reasonably calculated.

DEALINGS WITH ADVERTISERS OR OTHER THIRD PARTIES

Any dealings with Advertisers or other third parties on the Website or participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the Advertiser or other third party.  5BFH shall not be responsible or liable for any part of any such dealings or promotions.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of this Website, you warrant that you will not use this Website to:

• Engage in any activities or practices that disrupt, circumvent or otherwise interfere with the operation of 5BFH, its directors, employees, and agents;
• Violate the privacy rights of other parties or users;
• Alter or tamper in any way with the software, “look and feel” or functionality of the Website;
• Violate 5BFH’s or third party rights in connection with proprietary intellectual property and confidential information;
• Reproduce, copy, translate, modify, adapt, distribute, transmit, transfer, republish, modify, compile or decompile, reverse engineer, distribute, transmit, display, remove or delete any proprietary intellectual property or the content and information provided by the 5BFH, its third party licensors and/or other users (unless otherwise agreed to by the respective user);
• Allow unauthorized disclosure or copying of any part of the Website or any information obtained from the Website;
• Allow or permit access to or use of the Website or any component thereof by any third parties (who are not Authorized Users) including, without limitation, to provide timeshare services, service bureau services, outsourcing or consulting services or for any unlawful purpose;
• Engage in any conduct that unreasonably restricts, inhibits or impacts any other authorized user from using or enjoying the Website.
• Engage in any conduct that involves collusion, price fixing or other unfair trade practices, including any activities that would render other users and/or 5BFH at risk of civil or criminal liability under antitrust laws;
• Post on or otherwise transmit through the Website any links to, or descriptions of any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable material of any kind including, without limitation, any material that encourages conduct that would constitute a criminal offense, give rise to a civil liability or otherwise violate any applicable laws; or for any other purpose that is unlawful or prohibited by these terms, conditions, and notices.

LINKS TO THIRD-PARTY SITES

This Website may contain hyperlinks to Websites operated by parties other than 5BFH.  Such hyperlinks are provided for your reference only. 5BFH does not control such Websites and is not responsible for their contents.  5BFH’s inclusion of hyperlinks to such Websites does not imply any endorsement of the material on such Websites or any association with their operators.

USE OF COMMUNICATIONS FORUMS

This Website may contain bulletin boards, chat functions and other message and communication facilities (collectively “Forums”).  You agree to use the Forums only to send and receive messages and material that are proper and related to the particular Forum.  By way of example, and not as a limitation, you agree that when using a Forum, you shall not do any of the following:

• Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
• Publish, post, distribute, or disseminate any defamatory, infringing, obscene, indecent, or unlawful material or information.
• Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
• Delete any author attributions, legal notices, or proprietary designations or labels in any file that is uploaded.
• Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer.
• Falsify the origin or source of software or other material contained in a file that is uploaded.

You acknowledge that all Forums are public and not private communications. Further, you acknowledge that chats, postings, conferences, and other communications by other users are not endorsed by 5BFH or its affiliates, and such communications shall not be considered reviewed, screened, or approved by 5BFH or its affiliates.  5BFH reserves the right for any reason to remove without notice any contents of the Forums received from users, including without limitation bulletin board postings.  5BFH reserves the right to deny in its sole discretion any user access to this Website or any portion thereof without notice.

PRICE INFORMATION

Prices shown on the Website are based on various publicly available sources and/or information posted to the Website by customers and/or suppliers and should be used as guidelines only. Prices are not verified as accurate, and actual prices will vary. 5BFH makes no claims or representations as to the accuracy, completeness, or truth of any material contained in the Website. Nor is 5BFH liable for any errors or delays in the content or transmission of the data on our site. Prices are not updated every day. Check the date and time associated with a price for an indication of the time that price was last updated. While 5BFH will make reasonable efforts to keep the information it supplies to the Website accurate and the information supplied by 5BFH in the Website is believed to be accurate,  5BFH and/or its suppliers and affiliates do not warrant or guarantee such accuracy. When using this information for any financial purpose, 5BFH advises the customer to consult a qualified professional to verify accuracy. 5BFH and/or its suppliers and affiliates do not authorize the use of this information for any purpose other than non-commercial use and prohibit to the maximum extent allowable the resale, redistribution, and use of this information for commercial purposes.

GENERAL

This agreement is governed by the laws of the State of New York, U.S.A. You hereby consent to the exclusive jurisdiction and venue of courts in New York County, New York, U.S.A., in all disputes arising out of or relating to the use of this Website.  USE OF THIS WEB SITE IS UNAUTHORIZED IN ANY JURISDICTION THAT DOES NOT GIVE EFFECT TO ALL PROVISIONS OF THESE TERMS AND CONDITIONS, INCLUDING WITHOUT LIMITATION THIS PARAGRAPH.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and 5BFH as a result of this agreement or use of this Website.

5BFH’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of 5BFH’s right to comply with law enforcement requests or requirements relating to your use of this Website or information provided to or gathered by 5BFH with respect to such use.

If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

This agreement constitutes the entire agreement between the user and 5BFH with respect to this Website and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between the user and 5BFH, with respect to this Website. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Notwithstanding anything else in this agreement, no default, delay or failure to perform on the part of either party will be considered a breach of this agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of the party charged with a default.  For the avoidance of doubt, neither party shall be financially responsible or liable for activities on the Website that are beyond its reasonable control.

Fictitious names of companies, products, people, characters, and/or data mentioned herein or used on the Website are not intended to represent any real individual, company, product, or event.

Any rights not expressly granted herein are reserved.

MODIFICATION OF THE WEBSITE AND THESE TERMS AND CONDITIONS

5BFH reserves the right to edit, change, update, discontinue, delete  or alter any or all the content on this Website as it sees fit without notice to any party.  Moreover, the 5BFH has no duty whatsoever to update, change or maintain the content of the Website and makes no assurances that the content of the Website is current.

5BFH reserves the right to change the terms, conditions, and notices under which this Website is offered.  If the 5BFH makes changes to any terms or conditions of the Terms of Use or the Privacy Policy, the changes will be posted in such documents.  5BFH reserves the right to change, modify, add or remove portions of this User Agreement and the Privacy Policy at any time.  Any changes will become effective immediately upon being posted unless we inform you otherwise.  The 5BFH treats personal information in a manner consistent with the Privacy Policy under which it was collected, unless you consent to a different use.

AGREEMENT

By making use of the Website, you, the user, represent that you have read, understand and agree to be bound by the foregoing terms and conditions and notices without modification.  DO NOT USE THIS WEBSITE IF YOU DO NOT AGREE WITH THESE TERMS.  5BFH RESERVES ANY RIGHTS NOT EXPRESSLY GRANTED OR STATED IN THESE TERMS.