Terms of Use

Thank you for visiting the Gotham City Networking, Inc. (“Gotham,” “we, “us” or “our”) website, located at www.gothamnetworking.com (the “Website”). By and through the Website, and otherwise, Gotham: (a) operates a social/business networking service, including e-mail newsletters, e-mail forums, blogs, comments and other interactive features, that enables registered members (“Members”) to create unique personal profiles (“Profiles”) in order to locate and communicate with current and prospective business colleagues and friends by and through the Gotham website and otherwise (collectively, the “Networking Services”); (b) sponsors certain business networking events and charity functions available to Members and certain non-Member guests (“Events”); and (c) publishes certain proprietary content including blog posts, video, text and other material (“Gotham Content,” and together with the Networking Services, Website and Events, the “Service”). By: (i) accessing the Website; (ii) attempting to register as a Member; and/or (iii) using the Service, you agree to be bound by these Terms of Use (this "Terms of Use"). The Gotham Website Privacy Policy (“Privacy Policy”), the Gotham Chat Rules, Gotham Membership Guidelines, other Gotham operating rules, policies and additional supplemental terms and conditions or documents that may be published from time to time, are expressly incorporated herein by reference (collectively, the “Agreement”).

The Agreement sets out the legally binding terms for your use of the Website, your Membership and/or your use of the Service. Please review the Agreement carefully. If you do not agree to the terms and conditions contained within the Agreement in its entirety, you are not authorized to use and/or access the Website and/or Service in any manner or form whatsoever.

1) Modification. Gotham may modify the Agreement from time to time and such modification shall be effective upon posting on the Website; provided, however, that any amendment or modification to the: (a) arbitration provisions, prohibition on class actions provisions or any other provisions applicable to dispute resolution (collectively, “Dispute Resolution Provisions”) shall not apply to any disputes that arose prior to the applicable amendment or modification; and (b)_ pricing and/or billing provisions ("Billing Provisions") shall not apply to any charges incurred prior to the applicable amendment or modification. You agree to be bound to any changes to the Agreement when you use the Service after any such modification is posted (other than with respect to disputes arising prior to the amendment or modification of the Dispute Resolution Provisions, or charges incurred prior to the amendment or modification of the Billing Provisions, which shall be governed by the Dispute Resolution Provisions and/or Billing Provisions then in effect at the time of the subject dispute or incurred charges, as applicable). Therefore, you should regularly check the Website for updates and/or changes.

2) Your Interactions with Other Members/Member Content/Events. Please choose carefully the information you post on or through the Website and that you provide to other Members including, without limitation, information contained in your Profile (collectively, “Member Content”). Member Content is provided directly by Members. The Members providing Member Content are solely responsible for the accuracy, completeness, appropriateness and/or usefulness of such Member Content. Member Content may contain inaccurate, inappropriate or offensive material, products or services and Gotham assumes no responsibility or liability for such material. You may find certain Member Content to be offensive, harmful, inaccurate and/or deceptive. Please use caution, common sense and safety when using the Service and/or Website. You are solely responsible for your interactions with other Website and/or Service-users including, but not limited to, Members.

Gotham is not involved in Member interactions. In the event that you have a dispute with one or more Website and/or Service-users, you hereby release Gotham including, but not limited to, its officers, directors, shareholders, agents, subsidiaries and employees (collectively, the “Released Parties”), from any and all losses, claims, demands and damages (actual and consequential) of every kind and nature including, without limitation, personal injuries, death and property damage (collectively, the “Claims”), known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way connected with, such disputes and/or other communications or meetings with other Members or persons you meet by and through the Service and/or Website. Gotham reserves the right, but has no obligation, to monitor disputes between you and other Website and/or Service-users.

Without limiting the foregoing, by participating in any offline Gotham Event, you agree to release and hold the Released Parties harmless from and against any and all Claims, either directly or indirectly related to or arising from your participation in any such offline Gotham Event. In addition, by attending any Event, you hereby grant to Gotham, the absolute, perpetual and irrevocable right and permission to: (a) film, tape, illustrate, copy, render and photograph your image and likeness by any means now or later devised, and record any of your spoken words or speeches, in connection with the Event (collectively, “Event Images and Material”); and (b) copyright, use and reuse, publish and republish, publicly display, reproduce, copy, modify and create derivative works of, in whole or in part, in any medium, the Event Images and Material (or any portion thereof), together with your name, voice, biographical material and likeness, for any and all commercial or non-commercial purposes including, but not limited to, in connection with the exploitation, marketing, advertising and publicity of Gotham, any portion of the Service and/or any Gotham products and/or services.

Without limiting the foregoing, you hereby acknowledge and agree that, all right, title and interest in and to the Event Images and Material (including, but not limited to, all worldwide copyrights in and to such Event Images and Material, and derivatives thereof, as well as the proceeds of the Event Images and Material, shall, from inception, be Gotham’s sole and exclusive property, free from any and all claims by you or any person deriving any rights or interests from you. Gotham shall have the exclusive rights throughout the world to copyright any of the above in its name as the owner and author and to secure any and all applicable renewals and extensions of such copyright. Solely for the purposes of discerning each party’s intellectual property rights in and to the Event Images and Material, the Event Images and Material shall be considered a “Work for Hire” and the resulting property of Gotham under applicable copyright law.

You understand that Gotham does not conduct background checks of prospective or current Members, or attempt to verify the statements of its Members. Gotham makes no representations or warranties as to the conduct of Members or their compatibility with any current or future Members. We do however recommend that if you choose to meet or exchange personal information with any Member of Gotham then you should take it upon yourself to do a background check on said person.

3) Eligibility/Registration. The Website, Service and/or Membership are available only to individuals that: (a) are at least eighteen (18) years of age (or the applicable age of majority, if greater than eighteen (18) years of age); and (b) can enter into legally binding contracts under applicable law. By using the Website, Service and/or attempting to register as a Member, you represent and warrant that: (i) all registration information that you submit is truthful and accurate and that you agree to maintain the accuracy of such information; (ii) you are eighteen (18) years of age or older (or the applicable age of majority, if greater than eighteen (18) years of age); (iii) you can enter into a legally binding contract; and (iv) your use of the Website and/or Service shall not violate any applicable law or regulation. Your Profile may be deleted without warning or notice at any time in Gotham’s sole and absolute discretion including, but not limited to, where Gotham believes that you have misrepresented your age or otherwise breached the Agreement. Your Membership is solely for your personal use, and you shall not authorize others to use your account, including your Profile or email address. Gotham reserves the right, in its sole discretion, to terminate your Membership and/or access to all or any part of the Website and/or Service at any time, for any or no reason, with or without prior notice, and without liability.

4) Term/Fees. You may terminate your Membership at any time. Gotham may terminate your Membership for any reason, in Gotham’s sole and exclusive discretion, effective upon sending notice to you at the email address you provide in your Membership application or other email address that you may subsequently provide to Gotham. By using the Service and by becoming a Member, you acknowledge that Gotham reserves the right to charge for the Service including, without limitation, annual Membership dues, as well as fees for specific Gotham-sponsored Events (collectively, “Fees”). Upon submitting payment for your Membership dues or Gotham-sponsored Event, as applicable, the subject Fees shall be added to the credit card or debit card that you provide for payment in connection therewith (“Active Credit Card”).

All charges are payable in United States currency, and such amounts will appear on your monthly Active Credit Card statement as “Gotham City Networking, Inc..” Failure to use the Service or attend a Gotham-sponsored Event does not constitute a basis for refusing to pay any of the associated Fees. Your Membership may be terminated, and access to the Service and/or Website denied, for non-payment. ALL FEES ARE NON-REFUNDABLE.

Subject to the conditions set forth herein, you agree to be bound by the Gotham pricing and/or billing provisions (“Billing Provisions”) in effect at any given time. Upon reasonable prior written notice to you (with the posting of the changes on the Website sufficing), Gotham reserves the right to change its Billing Provisions whenever necessary, in its sole discretion. Continued use of the Service and/or Website after the posting of such notice shall constitute consent to any and all such changes; provided, however, that any amendment or modification to the Billing Provisions shall not apply to any charges incurred prior to the applicable amendment or modification. In addition, you agree not to hold Gotham responsible for any overdraft charges or fees that you may incur in connection with your payment of Membership dues or for a Gotham-sponsored Event.

Gotham’s authorization to provide and bill for the Membership dues and/or Gotham-sponsored Events is obtained by way of your electronic signature or, where applicable, via your physical signature and/or voice affirmation. Once an electronic signature is submitted, this electronic order constitutes an electronic letter of agency. Gotham’s reliance upon your electronic signature was specifically sanctioned and written into law when the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Transactions Act were enacted in 1999 and 2000, respectively. Both laws specifically preempt all state laws that recognize only paper and handwritten signatures.

5) Non-Commercial Use by Members. The Website is for the use of Members only, and each Member may only use the Website in connection with commercial endeavors in a manner that is consistent with the activities discussed in each such Member’s Profile, subject to Gotham’s right to approve, suspend or terminate any such activity where Gotham deems necessary or advisable, in Gotham’s sole and absolute discretion. Illegal and/or unauthorized use of the Website, including collecting usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Website is a material breach of the Agreement and misappropriation of Gotham’s confidential information, and Gotham reserves the right to pursue any and all remedies that it might have at law, in equity or in the exercise of its authority to suspend or terminate Member activity and/or Memberships themselves. Commercial advertisements, affiliate links and other forms of solicitation may be removed from Member Profiles without notice and may, in Gotham’s sole discretion, result in termination of Membership privileges.

6) Member Content Rules and Restrictions. As a Member, you agree that you are solely responsible for the Member Content and/or other information that you publish, transmit and/or post by and through the Website and/or Service. By posting any Member Content to the public areas of the Website, or otherwise through the Service, you hereby grant to Gotham the non-exclusive, fully paid, worldwide, perpetual, irrevocable license to use, publicly perform and display such Content on the Website. This license will terminate at the time you remove such Content from the Website. You represent and warrant that you will use the Website and/or Service in a manner consistent with any and all applicable laws, rules and regulations. You understand and agree that Gotham may review and delete any Member Content that in the sole judgment of Gotham violates the Agreement or is otherwise objectionable.

The following is a partial list of the kind of Member Content that is illegal or prohibited on the Website. In connection with your use of the Website and/or Service, and publication of Member Content, you agree not to: (a) display any telephone numbers, street addresses, URLs, e-mail addresses or confidential information of any third party without their express permission; (b) display any audio files, text, photographs, videos or other images containing confidential information; (c) display any audio files, text, photographs, videos or other images that may be deemed indecent or obscene in your community, as defined under applicable law; (d) impersonate any person or entity; (e) “stalk” or otherwise harass any person; (f) engage in any unauthorized advertising to, or commercial solicitation of, other Members; (g) transmit any chain letters, spam or junk e-mail to other Members; (h) express or imply that any statements that you make are endorsed by Gotham, without our specific prior written consent; (i) harvest or collect personal information of other Members whether or not for commercial purposes, without their express consent; (j) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents; (k) post, distribute or reproduce in any way any copyrighted material, trademarks or other proprietary information without obtaining the prior consent of the owner of such proprietary rights; (l) remove any copyright, trademark or other proprietary rights notices contained on the Website; (m) interfere with or disrupt any of the Service, Website and/or the servers or networks connected to same; (n) post, offer for download, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (o) post, offer for download, transmit, promote or otherwise make available any software, product or service that is illegal or that violates the rights of a third party including, but not limited to, spyware, adware, programs designed to send unsolicited advertisements (i.e. “spamware”), services that send unsolicited advertisements, programs designed to initiate “denial of service” attacks, mail bomb programs and programs designed to gain unauthorized access to networks on the Internet; (p) “frame” or “mirror” any part of the Website, without our prior written authorization; (q) use metatags, code or other devices containing any reference to Gotham, the Service and/or the Website in order to direct any person to any other website for any purpose; (r) solicits passwords or personal identifying information for commercial or unlawful purposes from other Members or users; (s) utilize any provocative, antagonistic, belligerent or overly aggressive language, hate speech, racially insensitive language, language relating to another individual’s race, creed, color, gender, age, disability, national origin, sexual orientation, socioeconomic status or otherwise abusive language directed at another Member; and/or (t) modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service and/or Website or any software used on or for the Service and/or Website.

Further, you may not use the account, username or password of another Member at any time nor may you disclose your password to any third party or permit any third party to access your account. You may not sell or otherwise transfer your Profile.

Engaging in any of the aforementioned prohibited practices shall be deemed a material breach of the Agreement and may result in the immediate termination of your Membership without notice, in the sole discretion of Gotham. Gotham reserves the right to pursue any and all legal remedies against Members that engage in the aforementioned prohibited conduct.

7) Proprietary Rights. All Gotham content, third-party Member Content and other material posted or made available by and through the Website and/or Service including, but not limited to, the design, selection, arrangement and coordination of same, is owned by, or licensed to, Gotham and is protected under applicable copyright, trademark and other proprietary (including, but not limited to, intellectual property) rights. Except as expressly provided in the Agreement, no part of the Website, Service and/or third-party Member Content may be reproduced, recorded, retransmitted, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated or transmitted in any way to any other computer, website or other medium or for any commercial purpose, without Gotham’s prior express written consent. Except as expressly provided in the Agreement, you are not granted any rights or license to patents, copyrights, trade secrets, rights of publicity or trademarks with respect to any of the Website, Service, third-party Member Content or any document, software, services or other materials viewed at or through same. The posting of information or material by and through the Website and/or Service by Gotham or any Member does not constitute a waiver of any right in or to such information and materials. Gotham reserves all rights not expressly granted in the Agreement. The “Gotham” name and logo are trademarks of Gotham Networking, Inc. All custom graphics, icons and service names are trademarks of Gotham. All other trademarks are the property of their respective owners. The use of any Gotham trademark without Gotham’s express written consent is strictly prohibited.

8) License. As a Member, you are granted a non-exclusive, non-transferable, revocable and limited license to access and use the Website, Service and certain third-party Member Content in accordance with the Agreement. Gotham may terminate this license at any time for any reason. Unless otherwise expressly authorized by Gotham, you may only use the Website, Service and third-party Member Content for your own personal use or commercial use in a manner that is consistent with the activities discussed in your Member Profile, subject to Gotham’s right to approve, suspend or terminate any such use where Gotham deems necessary or advisable, in Gotham’s sole and absolute discretion. No part of the Website, Service or third-party Member Content may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Website, Service, third-party Member Content and/or any portion thereof. You may not create any “derivative works” by altering any aspect of the Website, Service and/or third-party Member Content. You may not use the Website, Service and/or third-party Member Content in conjunction with any other third-party content. You may not use any automated means or form of scraping or data extraction to access, query or otherwise collect third-party Member Content or other information from the Site. You may not exploit any aspect of the Website, Service and/or third-party Member Content for any commercial purposes not expressly permitted by Gotham. You further agree to indemnify and hold harmless Gotham, its officers, directors, shareholders, agents, subsidiaries and employees from and against any failure on your part to comply with this Section 8. Gotham reserves any rights not explicitly granted in the Agreement.

9) DMCA/Copyright Infringement Policy. You may not post, distribute or reproduce in any way any copyrighted material, trademarks or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Pursuant to 17 U.S.C. § 512, as amended by Title II of the Digital Millennium Copyright Act, Gotham will terminate the Membership of any end-user who uses his or her account privileges to unlawfully transmit copyrighted material without a license, valid defense or fair use privilege to do so. After proper notification by the copyright holder or its agent to Gotham and later confirmation through court order or an admission by the applicable end-user that an account has been an instrument of unlawful infringement, Gotham will terminate the infringing end-user’s Membership. Gotham may also, in its sole discretion, decide to terminate an end-user’s Membership privileges prior to that time if it has a good faith belief that infringement has occurred. Without limiting the foregoing, if you believe that your work has been copied and posted on or through the Website and/or Service in a way that constitutes copyright infringement, please provide our Copyright Agent (as listed below) with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the Website/Service; your address, telephone number and email address; a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Gotham's Copyright Agent for notice of claims of copyright infringement can be reached at:

Gotham City Networking, Inc.
Attention: Copyright Agent
1350 Broadway – 11th Floor
New York, NY 10018
Copyright Agent

10) Member Information. Except where expressly provided otherwise by us in the Agreement, and subject to the Privacy Policy, all and other comments, content, information and/or materials that you submit through or in association with this Website and/or the Service including, without limitation, the Member Content, shall be subject to the Privacy Policy. For a copy of the Privacy Policy, please Click Here. By submitting such Member Content and/or materials to us, you, subject to the Privacy Policy: (a) represent and warrant that Gotham’s use of your submission does not and will not breach any agreement, violate any law or infringe any third-party’s rights and is true and accurate in all respects; (b) agree that Gotham is free to use, in any manner, all or part of such Member Content and/or materials on an unrestricted basis without the obligation to notify, identify or compensate you or anyone else; and (c) grant Gotham all necessary rights, including a waiver of all copyright, trademark, privacy and moral rights, to use all Member Content and/or materials, in whole or in part, or as a derivative work, without any duty by Gotham to anyone whatsoever. Gotham does not accept unsolicited ideas, works or other materials and you acknowledge that you are responsible for, and bear all risk as to the use or distribution of, any such ideas, works or materials.

11) Third-Party Websites. The Website, Service and certain third-party Member Content may contain links to other websites on the Internet that are owned and operated by third parties, including other Members. In some instances, these websites are co-branded and the third parties are entitled to use Gotham’s name and logo on their third-party websites. Gotham does not control the information, products or services available on these third-party websites. The inclusion of co-branding and/or links does not imply endorsement by Gotham of the applicable website or any association with the website’s operators. Because Gotham has no control over such websites and resources, you agree that Gotham is not responsible or liable for the availability or the operation of such external websites, for any material located on or available from any such websites or for the protection of your data privacy by third parties. Any dealings with, or participation in promotions offered by, advertisers and other Members, including the payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the applicable Member, advertiser or other third-party, as applicable. You further agree that Gotham shall not be responsible or liable, directly or indirectly, for any loss or damage caused by the use of or reliance on any such material available on or through any such site or any such dealings or promotions.

12) Disclaimers. THE WEBSITE, SERVICE, MEMBER CONTENT AND/OR ANY OTHER GOTHAM PRODUCTS AND/OR SERVICES, ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, GOTHAM MAKES NO WARRANTY THAT THE WEBSITE, SERVICE, MEMBER CONTENT AND/OR ANY OTHER GOTHAM PRODUCTS AND/OR SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED; (C) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (D) WILL HAVE SECURITY METHODS EMPLOYED THAT WILL BE SUFFICIENT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF SAME, OR AGAINST INFRINGEMENT; AND/OR (E) WILL BE ACCURATE OR RELIABLE. THE WEBSITE, SERVICE, MEMBER CONTENT AND/OR ANY OTHER GOTHAM PRODUCTS AND/OR SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. GOTHAM WILL NOT BE LIABLE FOR THE AVAILABILITY OF THE UNDERLYING INTERNET CONNECTION ASSOCIATED WITH THE WEBSITE AND/OR SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GOTHAM, ANY MEMBERS OR OTHERWISE THROUGH OR FROM THE WEBSITE, SERVICE AND/OR MEMBER CONTENT, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

13) Limitation on Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT GOTHAM SHALL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF GOTHAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), TO THE FULLEST EXTENT PERMISSIBLE BY LAW FOR: (A) THE USE OR THE INABILITY TO USE THE WEBSITE, SERVICE, MEMBER CONTENT AND/OR ANY OTHER GOTHAM PRODUCTS AND/OR SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, CONTENT AND/OR ANY OTHER GOTHAM PRODUCTS AND/OR SERVICES PURCHASED OR OBTAINED FROM OR THROUGH THE WEBSITE, SERVICE AND/OR MEMBER CONTENT; AND (C) ANY OTHER MATTER RELATING TO THE WEBSITE, SERVICE, MEMBER CONTENT AND/OR ANY OTHER GOTHAM PRODUCTS AND/OR SERVICES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, SECURITIES LAW VIOLATIONS, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND ANY AND ALL OTHER TORTS. YOU HEREBY RELEASE GOTHAM FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THE LIMITATIONS STATED HEREIN. IF APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATION, THE MAXIMUM LIABILITY OF GOTHAM TO YOU UNDER ANY AND ALL CIRCUMSTANCES WILL BE THE AMOUNT PAID BY YOU TO GOTHAM FOR MEMBERSHIP DUES OVER THE PRIOR TWELVE (12) MONTH PERIOD. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF YOUR USE OF THE WEBSITE, SERVICE, MEMBER CONTENT AND/OR ANY OTHER GOTHAM PRODUCTS AND/OR SERVICES MAY BE BROUGHT BY YOU OR GOTHAM MORE THAN ONE (1) YEAR FOLLOWING THE EVENT WHICH GAVE RISE TO THE CAUSE OF ACTION. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND GOTHAM. ACCESS TO THE WEBSITE, SERVICE, MEMBER CONTENT AND/OR ANY OTHER GOTHAM PRODUCTS AND/OR SERVICES WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS ON LIABILITY AND IN SUCH JURISDICTIONS GOTHAM’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

14) Dispute Resolution Provisions. The Agreement shall be treated as though it were executed and performed in New York, New York and shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflict of law principles). Should a dispute arise concerning the Website, Service, Membership, the terms and conditions of the Agreement or the breach of same by any party hereto and if the dispute is not settled within thirty (30) days after notice thereof by any party to one or more parties, any party to the dispute may provide the other party or parties with a notice for mediation. After delivery of that notice, the disputing parties will attempt in good faith to settle the matter by mediation administered by a mediator selected by Gotham, pursuant to that mediator’s commercial mediation rules. The mediation shall take place in New York, New York, at a place to be designated by the mediator. The fees, expenses and mediator compensation for such mediation shall be borne proportionately by the parties. The mediation shall be treated as confidential settlement discussions in accordance with applicable statutes and rules of evidence. If the parties are unable to resolve their dispute via mediation, the parties agree to submit their dispute for resolution by arbitration before the American Arbitration Association in New York, New York, in accordance with the then current Commercial Arbitration rules of the American Arbitration Association. Any award rendered in arbitration shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction. Nothing contained herein shall be construed to preclude any party from: (a) seeking injunctive relief in order to protect its rights pending an outcome in mediation and/or arbitration; and/or (b) pursuing the matter in small claims court rather than mediation and/or arbitration.

15) Indemnification. You agree to indemnify and hold Gotham, its parents and subsidiaries, and each of their respective members, officers, directors, employees, agents, co-branders, content licensors and/or other partners, harmless from and against any and all claims, expenses (including reasonable attorneys’ fees), damages, suits, costs, demands and/or judgments whatsoever, made by any third-party due to or arising out of: (a) your use of any of the Website and/or Service; (b) your breach of the Agreement; (c) your violation of any rights of another individual and/or entity; (d) any dispute between you and any Member or other third-party; and/or (e) your Member Content. The provisions of this Section 15 are for the benefit of Gotham, its parents, subsidiaries and/or affiliates, and each of their respective officers, directors, members, employees, agents, shareholders, licensors, suppliers and/or attorneys. Each of these individuals and entities shall have the right to assert and enforce these provisions directly against you on its own behalf.

16) Waiver. Gotham’s failure to enforce, or take action in connection with, any provision of the Agreement shall not be deemed a waiver of such provision nor of the right to enforce, or take action in connection with, such provision.

17) Miscellaneous. The Agreement constitutes the entire agreement between you and Gotham regarding the use of the Website, Service and/or your Membership. The failure of Gotham to exercise or enforce any right or provision of the Agreement shall not operate as a waiver of such right or provision. The section titles in the Agreement are for convenience only and have no legal or contractual effect.

18) Contact Us. Please contact us with any questions regarding the Service, Website, Membership and/or the Agreement at webmaster@gothamnetworking.com.

I HAVE READ THE AGREEMENT IN ITS ENTIRETY AND AGREE TO ALL OF THE PROVISIONS CONTAINED THEREIN.