URBIS.COM

TERMS OF USE

Last Updated September 27, 2005

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE.

Urbis.com, LLC ("URBIS," "we," "our" or "us"), provides the Urbis World Wide Web Site located at http://www.urbis.com and the content and services provided therein (collectively, the "Site"), subject to your compliance with the terms and conditions set forth in this agreement ("Agreement"). By using the Site, you agree to be bound by these terms and conditions, our Privacy Policy and other policies available on the Site, and any other agreement you are required to enter into with URBIS in conjunction with your use of the Site. If you do not agree to these terms and conditions, please do not use the Site.

This Agreement is made between URBIS and you, as a registered member or visitor ("you"). The words "you" or "your" shall also mean heirs, executors, administrators, successors and legal representatives.

GENERAL

This Site is intended to provide users with the opportunity to share their original writing, art, music, video, and other creative work ("Work") and to review and provide critiques of the Work of others ("Critiques"). In order to post Work or provide Critiques, you must register for the Site and create an account, which requires that you provide us with some information about you, including, but not limited to, your email address. Work and Critiques shall hereinafter be referred to "Materials." You can view the Site without creating an account on the Site. While using the Site, you agree to comply with all applicable laws, rules, and regulations. We have no obligation to monitor the Site or any Materials posted on the Site; however, we reserve the right to remove Material, of which we become aware, that, in our sole discretion, is in violation of URBIS. rules, terms, and conditions for the Site. URBIS has no obligation to exercise such reservation of rights by URBIS. Individuals under 13 years of age may not access or use the Site. Each time you access or use the Site, you are representing to URBIS that you are 13 years of age or older.

RULES OF CONDUCT

While using the Site, you agree not to:

  • Post or transmit through the Site (1) any other visitor's or member's real world information (name, address, etc.); (2) any content or information that is unlawful, harmful, patently offensive, threatening, abusive, harassing, defamatory, libelous, vulgar, obscene, hateful, fraudulent, or otherwise objectionable or injurious to third parties; (3) any content or information that infringes on our or any third party's intellectual property or other rights; or (4) any information, software, or other material that contains a virus, worm, time bomb or other harmful or disruptive component.
  • Restrict or inhibit any other visitor or member from using the Site.
  • Modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Site or the underlying software.
  • Modify, copy, or tamper with any other member.s Materials or any other content that you may access through the Site, or use any such Materials or content for any reason other than reading, viewing, listening to, or reviewing such Materials or content.
  • Collect, harvest or disclose information about other Site visitors or members without their consent.
  • Perform any activity that interferes with or slows the operation of the Site.
  • Use any application or other device or process to retrieve, index or reproduce or circumvent the navigational structure or presentation of the Site or its contents.
  • Use the Site to engage in commercial activities and/or sales, including, but not limited to, contests, sweepstakes, barter, advertising, pyramid schemes, and any form of "spam."
  • Use the Site for any unlawful purpose.

SUBMISSIONS

By posting Materials on the Site, or otherwise transmitting Materials to us, you represent and warrant that you own or otherwise control all of the rights to the content you post; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify URBIS or its affiliates for all claims resulting from content you supply. URBIS takes no responsibility and assumes no liability for any content posted by you or any third party.

When you submit your Work to the Site, you will have a number of user preferences from which you can select. For example, you will have the option of whether to make your Work publicly-viewable or to save it as private. Private items can only be seen by those who review and comment on them. Public items will be displayed in public gallery pages and in your user portfolio.

By posting Materials on the Site, or otherwise transmitting Materials to us, you do not transfer your copyright to such Materials to URBIS. However, you must grant certain rights to URBIS in order for URBIS to operate the Site. By posting Materials on the Site, or otherwise transmitting Materials to us, you automatically grant, and represent and warrant that you have the right to grant, to URBIS and its affiliates an irrevocable, perpetual, non-exclusive, fully paid, royalty-free, worldwide license to use, reproduce, distribute, perform, store, and display such Materials, in whole or in part, on the Site and make modifications as necessary in order to operate the Site.

FORUMS AND CHATROOMS

Certain areas of this Site enable you to access online forums or chat rooms. URBIS does not endorse, and specifically disclaims any responsibility or liability for any content in the forums or chat rooms. In addition, URBIS reserves the right to delete, move or edit content, in whole or in part, submitted to the chat rooms or forums, that it, in its sole discretion, deems abusive, defamatory, obscene, in violation of intellectual property, privacy, or other proprietary rights, in violation or these terms and conditions, or for any other reason. You agree that by submitting content to a forum or chat room, you: (1) will only submit content related to the subject matter of the forum or chat room and that complies with applicable law, and will not submit content that is abusive, defamatory, obscene, infringing, threatening, repetitive, or otherwise inappropriate, or that contains any viruses or other software that may adversely affect the operation of another's computer; and (2) grant to URBIS the unrestricted and irrevocable right to use, reproduce, distribute, perform, store, and display such content on the Site and make modifications as necessary in order to operate the Site.

SECURITY

E-mail submissions over the Internet may not be secure. Please consider this fact before e-mailing any personal or confidential information. You are responsible for maintaining the confidentiality of your registration password and you are responsible for all uses of your registration password and any and all related charges, whether or not authorized by you.

PROPRIETARY RIGHTS

The Site is owned and operated by URBIS and others pursuant to contractual arrangements. You acknowledge and agree that all content and materials available on the Site are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. You agree not to sell, license, rent, modify, distribute, copy, reproduce, upload, post, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from other users. Materials or other content on the Site (other than your own Materials) except as permitted pursuant to this Agreement. The mark "URBIS", and all associated logos, graphics, images and domain names, including, without limitation, URBIS.COM, are the trade names, trademarks, service marks, logos, and/or domain names of URBIS. All other names and designs may be trademarks of their respective owners. Unauthorized use of any trademark, service mark, or logo may be a violation of federal and state trademark laws.

Copyright infringement is a violation of federal law and subject to severe civil penalties and sanctions. Copyright infringement can also be a violation of federal criminal law. Thus, every user of the Site must maintain a basic understanding of copyright law. For more information on U.S. copyright law and the Digital Millennium Copyright Act, consult the Web site of the U.S. Copyright Office at http://lcweb.loc.gov/copyright, which has a number of circulars available that provide information about and guidance on copyright law issues. See, for example, the Copyright Office's Circular 1, http://www.loc.gov/copyright/circs/circ1.html, which has simple, concise, explanations and descriptions of what one must do to keep from infringing copyrights of others, as well as protecting one's own creative works. If you believe that your creative work has been copied in a way that constitutes copyright infringement, please follow our Notice and Procedure for Making Claims of Copyright Infringement.

PRIVACY POLICY

We require you to read our Privacy Policy, which (in addition to this Agreement and any other agreement by which you may be bound) sets out how we collect and use any information you submit to URBIS or through the Site.

LOCATION

We control and operate the Site from within the United States. We make no representation that materials or services on the Site are appropriate or available for use in locations outside the United States and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Site from other locations do so on their own initiative and are responsible for compliance with local laws. The information provided on this Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such use would be contrary to law or regulation or which would subject Urbis or its affiliates to any registration requirement within such jurisdiction or country.

LINKS

The Site may contain links to web sites operated by other parties. The linked sites are not under the control of URBIS and URBIS is not responsible for content available on any linked site. Such links do not imply URBIS. endorsement of material on any other site and URBIS disclaims all liability with regard to your access to such linked sites. If you access a third-arty site from our site, then you do so at your own risk.

Unless otherwise set forth in a written agreement between you and URBIS, you must adhere to URBIS. linking policy as follows: (i) the appearance, position, and other aspects of the link may not be such as to damage or dilute the goodwill associated with URBIS. names and trademarks, (ii) the appearance, position, and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with URBIS, (iii) when selected by a user, the link must display the Site on full-screen and not within a "frame" on the linking web site, and (iv) we reserve the right to revoke consent to a link at any time and in our sole discretion.

TERMINATION

URBIS reserves the right, in its sole discretion, to restrict and/or terminate your access to all or part of the Site, at any time, with or without notice.

DISCLAIMERS

YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE AND THE SERVICES OFFERED THEREON ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. URBIS PROVIDES NO ASSISTANCE INCLUDING, WITHOUT LIMITATION, ANY TECHNICAL OR CUSTOMER SUPPORT. URBIS MAKES NO WARRANTY THAT THE SITE WILL MEET YOUR SYSTEM.S REQUIREMENTS, OR THAT THE SITE (OR THE SERVERS THAT MAKE IT AVAILABLE) WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE OR FREE OF HARMFUL COMPONENTS; NOR DOES URBIS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED.

URBIS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE ACCESSED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, URBIS DISCLAIMS ANY WARRANTY THAT ANY MATERIAL OR OTHER CONTENT ON THE SITE IS APPROPRIATE FOR ANY PARTICULAR AUDIENCE OR READER, OR THAT SUCH MATERIAL IS FREE OF OFFENSIVE, INDECENT, OBSCENE, DEFAMATORY, OR OTHER POTENTIALLY INAPPROPRIATE ELEMENTS. PUBLICATION OF CONTENT SHOULD NOT BE CONSTRUED AS AN ENDORSEMENT BY URBIS OF THE VIEWS EXPRESSED THEREIN. YOU ACKNOWLEDGE THAT WE DO NOT AND CANNOT REVIEW AND MONITOR CONTENT ON THE SITE, AND YOU HEREBY AGREE THAT WE SHALL HAVE NO LIABILITY FOR ANY DAMAGES OR COSTS THAT MAY ARISE FROM OUR PUBLICATION OR YOUR VIEWING OR READING OF, EXPOSURE TO, OR ACCESS TO ANY MATERIAL OR OTHER CONTENT ON THE SITE.

URBIS MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SITE OR THE SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE OR BY WAY OF THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM URBIS OR THROUGH THE SITE OR THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL URBIS, ITS LICENSEES, SUCCESSORS, ASSIGNS, RELATED OR AFFILIATED ENTITIES, ADVERTISERS, SPONSORS, PROVIDERS, CONTRACTORS, CONSULTANTS OR PROFESSIONAL ADVISORS OR THE PARENT, SUBSIDIARY OR AFFILIATED COMPANIES OF EACH OF THEM AND ANY OF ITS OR THEIR EMPLOYEES, OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, REPRESENTATIVES OR AGENTS (THE "URBIS PARTIES") BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SITE, INCLUDING BUT NOT LIMITED TO RELIANCE BY ANY PARTY ON ANY CONTENT ON THE SITE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF URBIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. TO THE EXTENT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE URBIS PARTIES' LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT REQUIRED BY LAW.

INDEMNIFICATION

You shall be fully responsible for any violation of this Agreement or of any other agreement between you and URBIS (including, but not limited to, the Privacy Policy, and any other agreement). You agree to defend, indemnify, and hold harmless the URBIS Parties from all liabilities, claims, and expenses, including attorneys' fees that arise from your use or misuse of the Site. URBIS reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate fully with URBIS in asserting any available defenses.

GOVERNING LAW

This Agreement, the Privacy Policy and any other agreement between you and URBIS shall be governed by and construed in accordance with the laws of the State of New York, United States of America, excluding its conflicts of law rules. In the event of any dispute arising out of or in connection with your use of the Site, such dispute shall be submitted to arbitration in the State of New York, United States of America in accordance with the rules and regulations of the American Arbitration Association then in effect (as amended herein), provided that said arbitration shall be heard before a single arbitrator, selected pursuant to such rules and regulations, and shall be conducted on an expedited basis and in confidence. Each party hereby waives any and all rights and benefits which it might otherwise have or be entitled to under United States federal law or the laws of the State of New York, United States of America or any other state or country to litigate any such dispute in court, it being the intention of the parties to arbitrate, according to the provisions of this Agreement, all such disputes. The arbitrator's decision shall be controlled by the terms and conditions of this Agreement and any other agreements you may enter into with URBIS, and shall be final and binding, and shall provide for each party to bear its own costs of arbitration and attorneys' fees. Each party expressly waives any right to a jury. Judgment upon the award of the arbitrator may be entered or enforced in any court of competent jurisdiction. If either party shall fail to appear at the hearing on the date designated in accordance with the rules of the American Arbitration Association, or shall otherwise fail to participate in the arbitration proceeding, the arbitrator is hereby empowered to proceed ex parte. In the event of any dispute concerning this Agreement or any other agreement between you and URBIS, your sole and exclusive remedy shall be to seek damages pursuant to an arbitration authorized herein, and in no event will you be entitled to seek rescission, or injunctive or other equitable relief. If you do not agree to these requirements (or any other provision herein), do not use the Site.

SEVERABILITY AND INTEGRATION

This Agreement, together with any agreement referred to herein (including the Privacy Policy), constitutes the entire agreement between you and URBIS with respect to the Site and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and URBIS with respect to the Site. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

UPDATES

URBIS reserves the right to modify the Site and the rules and regulations governing its use at any time, including, but not limited to, the right to (i) change the terms of this Agreement, (ii) impose or change any fees or charges for use of the Site, and (iii) change the Site, including eliminating or discontinuing any content, service or feature of the Site. Any changes we make will be effective immediately on notice, which we may give by posting the revised Agreement on the Site. Your use of the Site after such notice will be deemed acceptance of such changes.

VIOLATIONS AND ADDITIONAL POLICIES

URBIS reserves the right to seek all remedies available at law and in equity for violations of the rules and regulations set forth in this Site, including the right to block access from a particular Internet address.

MISCELLANEOUS

This Agreement is not assignable or otherwise transferable by you, and any such transfer, assignment or sublicense shall be null and void. No agency, partnership, joint venture or employment relationship between you and URBIS is intended or created by this Agreement. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or paragraph title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any paragraph or provision hereof. Any notifications or other communications that we undertake to send to you hereunder will be deemed conclusively given if sent to the email address submitted as part of your registration with URBIS. If such email address does not function, URBIS will have no obligation to send you notifications or other communications by other means, notwithstanding that other contact information for you may be available to us. Your electronic consent to this Agreement (or to any other agreement between you and URBIS), whether by clicking "I AGREE" or similar buttons provided in conjunction with any such agreement and/or your registration to use the Site governed by this Agreement, shall constitute your electronic signature and, according to the provisions of federal law (including, without limitation, copyright law), shall be of the same effect as if you had signed such agreement manually. Your access and use of the Site or also constitutes your acceptance of this Agreement. Upon our request, you agree to sign a non-electronic version of this Agreement. A printed version of this Agreement and/or of any notice given in electronic form shall be admissible in judicial, administrative, or arbitration 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.