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LATINOSNJ.COM, LLC MEMBERSHIP AGREEMENT

October 2007

Welcome to the Membership Agreement. This is a legal agreement between you and LatinosNJ.com, LLC, doing business as LatinosNJ and hereinafter referred to as "LatinosNJ." If LatinosNJ accepts your Member Sign-up Form, you will become a "Member" having access to the Site and Services only under the policies, terms and conditions below.  For convenience, we will refer to the LatinosNJ.com website, and any content therein provided by LatinosNJ as the "Site." We will refer to any information, entertainment services and other products or services you may receive from the Site as the "Services."  Members who enter into the Membership Agreement and those who solicit or receive Services LatinosNJ will be referred to as "Members."

The policies, terms and conditions below limit LatinosNJ's liability and obligations to you and allow LatinosNJ to change, suspend or terminate your access to and use of the Site and Services. We urge you to carefully read the following terms and conditions, and all policies referenced below or elsewhere on the Site. The following policies and rules are incorporated into the Membership Agreement by reference and provide additional terms and conditions: Privacy Policy , Disclaimer , Terms of Use. To the extent that there are any conflicts between the terms or conditions in such related policies and this Membership Agreement, the terms and conditions of the Membership Agreement shall govern.

YOU UNDERSTAND THAT BY CLICKING THE BUTTON TO CONTINUE ON THE REGISTRATION PAGE, BY USING THE SITE AND ANY SERVICES INCLUDING ANY CONTENT PROVIDED THEREIN, BY INITIATING ANY FORM OF COMMUNICATION WITH A MEMBER OR BY POSTING ANY LISTINGS ON THIS SITE, YOU ARE AGREEING TO BE BOUND BY THIS MEMBERSHIP AGREEMENT THAT BINDS YOU IN THE SAME WAY THAT A PAPER CONTRACT BINDS YOU.  ALL USE OF THE SITE AND SERVICES IS SUBJECT TO THE TERMS OF THIS MEMBERSHIP AGREEMENT AND THE PRIVACY POLICY , DISCLAIMER AND TERMS OF USE REFERENCED IN THE SITE, WHICH ARE INCORPORATED AND CONSIDERED AS PART OF THESE TERMS. YOU MUST ACCEPT WITHOUT MODIFICATION ALL OF THE TERMS, CONDITIONS, POLICIES AND NOTICES REFERENCED IN THIS MEMBERSHIP AGREEMENT IN ORDER TO ACCESS AND USE THE SITE AND SERVICES. IF YOU DO NOT ACCEPT THIS MEMBERSHIP AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE OR SERVICES.

1. Eligibility to use the Site and Services is limited.

The Site and Services are available only to persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. Without limiting the foregoing, the Site and Services are not available to temporarily or indefinitely suspended Members.

You shall not use the Site or become a Member if you are located or reside in a country (a) in which use or participation is prohibited by law, decree, regulation, treaty or administrative act or (b) is prohibited from entering into trade relations with the United States or the United Kingdom or its citizens.

2. You use or provide Services at your own risk.

(a) LatinosNJ does not evaluate, provide, produce or control the Services, or information or exchanges between Members, in any manner. Although listings and blog postings may contain verified credentials, the verification services are provided by third parties and LatinosNJ does not itself provide any advice, information or entertainment services or other products or services, nor verify, guarantee or make any representations regarding the identity or qualifications of any Member.  Further, LatinosNJ does not make editorial or managerial decisions concerning content, sexually explicit or otherwise.   Nor will LatinosNJ be held responsible for any Member’s failure to comply with laws or regulations concerning the content of listings.  Instead, LatinosNJ acts as a technology service that allows Members to view and share information, entertainment services or other products or services.  Although LatinosNJ helps its Members connect with each other, it does not monitor the content exchanged, and, as a result, LatinosNJ does not control, nor is responsible for, the truth, accuracy, completeness, safety, timeliness, quality, appropriateness, legality or applicability of anything said or written by Members, including without limitation any information posted by Members who have been approved as bloggers by LatinosNJ or other content posted in the community forum section of the Site.  The Site is not intended for use as a payment service to exchange goods. LatinosNJ is not responsible for use or exchange of any information, files or goods between Members. You are solely responsible for, and will exercise caution, discretion, common sense and judgment in, using the Site and  Services, in evaluating the qualifications of, and statements made by, Members in blog postings or the community forum section of the Site, and in disclosing personal information to other Members.  LatinosNJ recommends that you do not disclose personal contact information to Members. If you do, you do so at your own risk. Placement of a Member in a particular subcategory does not mean that they are qualified in any such area or category. LatinosNJ assumes no responsibility for monitoring any Member feedback or otherwise policing its Members in any way. If you ever believe that a Member has violated the law or is defrauding, threatening or endangering anyone, LatinosNJ urges you immediately to contact the police directly for help. In addition LatinosNJ does not recommend or encourage Members to use the Site or Services to solicit other Members to meet with them in person.

(b) LatinosNJ does not refer, endorse, recommend, verify, evaluate or guarantee any information, entertainment services or other products or services provided by Members or any advertisers, and nothing shall be considered as a referral, endorsement, recommendation or guarantee of any Member or advertisement by LatinosNJ.  You must use your judgment to determine whether to initiate, receive and/or discontinue use of the Services.  Members who initiate, receive and/or discontinue use of the Services do so entirely at their own risk, and LatinosNJ bears no responsibility in this regard. In accordance with its Privacy Policy, LatinosNJ does not monitor telephone conversations between Members. However, LatinosNJ reserves the right to contact Members and review content posted on the Site by Members without revealing its identity, in order to evaluate compliance with the rules and policies set forth in this Membership Agreement and to take other action as set forth in the Privacy Policy. Therefore, we urge you to review and understand the Privacy Policy.  As part of this Membership Agreement you are agreeing to the terms and conditions set forth in the Privacy Policy and are obliged to abide by the agreements contained in that document.

(c) If you have a dispute with another Member, or suffer any harm arising out of or connected with any Services, you hereby waive all claims against and release LatinosNJ (and its subsidiaries, employees, officers, directors, shareholders, suppliers, joint venturers and agents) from any and all liability for claims, demands, damages (actual and consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the Site and Services or with regard to such disputes. If you are a California resident, you waive your rights under California Civil Code §1542, which states, "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Residents of other states and nations waive their rights under analogous laws, statutes or regulations.

3. LatinosNJ may modify this Membership Agreement, or suspend or terminate your use of the Site, at any time without notice to you.

(a) LatinosNJ reserves the right in its sole discretion to modify or discontinue the Site, or modify the terms and conditions of your use of the Site, without notice. All modified terms and conditions will be effective thirty (30) days after they are initially posted on the Site.   If any modification is not acceptable to you, your only recourse is to cease using the Site and Services. By continuing to use the Site or any Services following any posting of a new Membership Agreement or policies on the Site, you accept and agree to be bound by the new Membership Agreement or policies.

(b) Without limiting other remedies, LatinosNJ may at any time suspend or terminate your membership and refuse to provide access to the Site without reason or notice to you.  In addition, LatinosNJ may notify your bank and/or authorities or take any actions it deems appropriate without notice to you, (i) if LatinosNJ suspects that you have failed to comply with any provision of this Membership Agreement or any policies or rules established by LatinosNJ; (ii) if LatinosNJ is unable to verify or authenticate any billing or payment information you provide to LatinosNJ; or (iii) if LatinosNJ suspects that your actions may be illegal or cause liability, harm or disruption for you, other Members, LatinosNJ or the Site. You have the right to cancel your membership in LatinosNJ by filling out the Customer Support form and selecting "Cancel Account" in the subject line. Any suspension, termination or cancellation will not affect your obligation to pay any amounts due to LatinosNJ.

4. Rights and Duties as a Member of the Site.

As a Member of the Site, you are not an employee, agent or contractor of LatinosNJ, and you shall not represent that you are any of the foregoing. You are solely responsible for all equipment necessary to access and use the Site and Services, and for complying with all policies, terms and conditions set forth in this Membership Agreement.  You authorize LatinosNJ, directly or through third parties, to make any inquiries we consider necessary to validate your Member account and/or listing information.

5. You are solely responsible for all use made of the Site and Services under your password and Member account information.  

(a) The rates for advertising on the Site are as set forth in the applicable Advertising Rate Sheets.  

(b) You agree to maintain the confidentiality of your password and Member account information and to supervise all activities that occur under your Member name, password or Member account, including, but not limited to, any and all usage of the Site by other persons under your Member name and password. You agree that you will not permit, enable, introduce or facilitate (i) non-Members having access to or use of the Site or  Services in any manner without such individuals first becoming Members and (ii) other Members to use a specific Service at the same time that you are doing so.

(c) You agree that LatinosNJ is not responsible for any loss that you may incur as a result of any unauthorized person using your Member account or password. You agree that LatinosNJ may use information provided by you as described in the Privacy Policy.

(d) Based on Member account use and other factors identified by LatinosNJ in its sole discretion, LatinosNJ may require verification of your credit, identity and/or other background information in order for you to continue using the Site. In such event, you agree to provide LatinosNJ with additional information that may be requested, you consent to LatinosNJ's disclosure of your personal information to third-party service providers in order to verify your credit, identity and/or other background information, and you authorize LatinosNJ to obtain a consumer credit report from consumer credit reporting agencies and to verify your identification.

6. In using or accessing the Site or Services, you agree to comply with the following:

(a) You are solely responsible for the content provided and the content on listings created under your Member account.

(b) You will not use the Site for any purpose that is unlawful, fraudulent or contrary to this Membership Agreement and the policies of LatinosNJ, and you will cooperate fully with LatinosNJ to investigate any suspected unlawful, fraudulent or improper activity, including but not limited to granting authorized LatinosNJ representatives access to any password-protected portions of your Member account.

(c) You will not solicit or provide advice, directly or through writings, as to the value of securities or as to the advisability of investing in, purchasing or selling securities or any report or analysis concerning securities.

(d) You will not use the Site in any manner that harasses another Member or could interfere with any other party's use or enjoyment of the Site. You will respect the privacy of others and not use the Site for unwelcome, rude or abusive communications.

(e) You will not attempt to gain unauthorized access to any Member account information, computer systems or networks associated with the Site.

(f) You will not attempt to obtain any information or materials relating to the Site through any means not intentionally made available through the Site.

(g) You will not "frame," "mirror" or otherwise copy any portion of the Site without LatinosNJ's express written authorization.

(h) You will continue to provide true, accurate and complete payment registration information and will maintain as current and promptly update your personal contact information that you provide to LatinosNJ, as applicable. You will not use false identities or impersonate any other person or use a name that you are not authorized to use.

(i) You will not use the Site to solicit Members, to promote any product or services other than the information services described in your Member listing which are provided through the Site, to provide any product or services related to, claiming success with or offering information regarding lottery numbers or for purposes of multi-level marketing proposals (for example, offering to help participants "get rich quickly," "lose weight now" or "make money surfing the Web").

(j) You will not transmit "junk mail," "spam," "chain letters" or unsolicited mass distribution of email or bulletin board postings, or transmit solicitation for employees, consultants, contractors or for participation on other websites.

(k) You will not use the Site to promote bonus items, giveaways, random drawings, prizes, contests or games of chance.

(l) You will not create fictitious, obscene, offensive, tasteless, defamatory or hateful Member names or content for listings.

(m) You will not encourage or instruct any other individual to do any of the foregoing or to violate any term of the Member Agreement and LatinosNJ policies.

(n) You will not encourage or instruct any other individual to do any of the foregoing or to violate any term of the Membership Agreement and LatinosNJ policies.

7. As between the parties, LatinosNJ shall retain all ownership in the Site including all URLs and any content created or derived from the Site.

You shall and hereby do assign to LatinosNJ all right, title and interest in and to any material, ratings, suggestions and/or comments submitted by you as part of your use of the Site, including but not limited to blog postings and other content posted in the community forum section of the Site.   You grant LatinosNJ the right to use or reference your Member name on the Site and elsewhere to promote the Site without your consent or compensation to you.

8. LatinosNJ disclaims any warranties or representations regarding the Site and Services.

THE SITE AND ANY SERVICES OR GOODS OBTAINED THROUGH THE SITE ARE PROVIDED "AS IS" WITH NO WARRANTY OF ANY KIND. LATINOSNJ AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, SERVICES AND ALL COMMUNICATIONS BETWEEN MEMBERS MADE THROUGH THE SITE, INCLUDING ANY IMPLIED WARRANTY OF QUALITY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. In addition, LatinosNJ makes no representation or warranty that the operation of the Site will be error free. Some states do not allow the exclusion of warranty, so the above exclusions may not apply to you.

9. LatinosNJ's liability for your access to and use of the Site and Services is limited and you are responsible for your use of the Site.

UNDER NO CIRCUMSTANCES WILL LATINOSNJ OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE SITE OR SERVICES OR ARISING OUT OF THE INABILITY TO ACCESS THE SITE OR SERVICES AT ANY TIME DUE TO COMPUTER MALFUNCTIONS, COMPUTER VIRUSES OR OTHER TECHNOLOGICAL BARRIERS PREVENTING ACCESS TO THE SITE OR SERVICES, WHETHER OR NOT LATINOSNJ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LATINOSNJ’S AGGREGATE LIABILITY TO YOU ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (a) THE TOTAL FEES ACTUALLY EARNED BY LATINOSNJ FROM YOU (AFTER PAYMENTS TO OTHER THIRD PARTIES) IN THE PREVIOUS TWELVE (12) MONTHS, AND (b) ONE HUNDRED DOLLARS ($100). LATINOSNJ WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation and exclusions may not apply to you.

YOU FURTHER AGREE TO HOLD HARMLESS, DEFEND AND INDEMNIFY LATINOSNJ, AND ITS EMPLOYEES, SUBSIDIARIES, AGENTS AND REPRESENTATIVES, FROM AND AGAINST ANY LIABILITY ARISING FROM OR IN ANY WAY RELATED TO YOUR USE OF THE SITE OR SERVICES, INCLUDING ANY LIABILITY OR EXPENSE ARISING FROM ALL CLAIMS, LOSSES, DAMAGES (ACTUAL AND CONSEQUENTIAL), SUITS, JUDGMENTS, LITIGATION COSTS AND ATTORNEYS' FEES, OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, FORESEEABLE AND UNFORSEEABLE, DISCLOSED AND UNDISCLOSED. In each case, LatinosNJ will provide you with written notice of such claim, suit or action. LatinosNJ shall have the right to withhold payments to you to offset liabilities and expenses covered hereunder.

10. LatinosNJ prohibits the unauthorized use of copyrighted materials and trademarks.

YOU SHALL NOT USE THE SITE OR ITS SERVICES TO TRANSMIT, ROUTE, PROVIDE CONNECTIONS TO OR STORE ANY MATERIAL THAT INFRINGES COPYRIGHTED WORKS, TRADEMARKS, OR OTHERWISE VIOLATES OR PROMOTES THE VIOLATION OF THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

LatinosNJ has adopted and implemented a policy, stated below, that provides for the termination in appropriate circumstances of Members who infringe or are believed to be infringing the rights of copyright holders or of holders of federally registered trademarks (and unregistered trademarks in certain circumstances).
LatinosNJ Copyright and Trademark Related Policy:

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide LatinosNJ's Copyright Agent listed below with the following information required under 17 U.S.C. § 512:

(a)    A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(b)    Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at the Site;
(c)    Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit LatinosNJ to locate the material;
(d)    Information reasonably sufficient to permit LatinosNJ to contact the complaining party, including a name, address, telephone number and, if available, an email address at which the complaining party may be contacted;
(e)    A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
(f)    A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

LatinosNJ's Copyright Agent for notice of claims of copyright infringement on or regarding this Site can be reached as follows:

Copyright Agent
c/o LatinosNJ
113 DeWitt Street, Suite 200
Garfield, New Jersey 07026

Phone: (973) 478-5400
Fax:  (973) 478-5433
E-mail: copyright@LatinosNJ.com

Upon receipt of notice as described above, LatinosNJ will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged use from the Site, and/or termination of the Member's account.
If you believe that your federally registered trademark is being used by a Member in a way that constitutes trademark infringement, please provide LatinosNJ's Trademark Agent with the following information:

(a)    A physical or electronic signature of a person authorized to act on behalf of the registered trademark owner;
(b)    Information reasonably sufficient to permit LatinosNJ to contact the registered trademark owner or its authorized agent, including a name, address, telephone number and, if available, an email address;
(c)    Identification of the trademark(s) claimed to have been infringed, including a copy of each relevant federal trademark registration certificate(s);
(d)    Information reasonably sufficient to permit LatinosNJ to identify the use being challenged by the registered trademark owner;
(e)    A statement that the registered trademark owner has not authorized the challenged use, and that the registered trademark owner has a good-faith belief that the challenged use is not authorized by law; and
(f)    A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is the registered trademark owner or is authorized to act on behalf of the registered trademark owner.

Upon receipt of notice as described above, LatinosNJ will confirm the existence of the federal registration of the trademark in question and will take whatever action, in its sole discretion, it deems appropriate, including following confirmation of the existence of the federal registration, removal of the challenged use from the Site, with notice to the  Member in question, if, in LatinosNJ's sole discretion, LatinosNJ concludes that the mark or name is identical to the registered mark and is used in connection with goods and/or services covered by the trademark owner's federal registration, unless, prior to such removal, the Member in question demonstrates that it has its own trademark registration or approved trademark application covering the use in question.

Notwithstanding the foregoing, LatinosNJ will comply as appropriate with the terms of any court order relating to the behavior of the challenged party identified in such court order.

LatinosNJ's Trademark Agent for notice of claims of trademark infringement on or regarding this Site can be reached as follows:

Trademark Agent
c/o LatinosNJ
113 DeWitt Street, Suite 200
Garfield, New Jersey 07026

Phone: (973) 478-5400
Fax:  (973) 478-5433
E-mail: trademark@LatinosNJ.com

11. Links to Other Websites

The Site may provide links to websites other than LatinosNJ. Such links are provided for reference only, and LatinosNJ neither controls such websites nor endorses any of the material on any such websites or any association with their operators.

12. Notice

Any notice or other communication to be given hereunder will be in writing and given (a) by LatinosNJ via facsimile, receipt confirmed, United States mail or email (in each case to the number or address that you provide), and (b) by you via email to privacy@LatinosNJ.com. The date of receipt shall be deemed the date on which such notice is transmitted in the case of facsimile or email, and five (5) days after receipt by the U.S. Postal Service in the case of United States mail.

13. No Assignment

You shall not assign this Membership Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of LatinosNJ. Any such purported assignment or delegation by you without the appropriate prior written consent of LatinosNJ will be null and void and of no force or effect, unless otherwise expressly consented to by LatinosNJ at its sole and absolute discretion. LatinosNJ may assign this Agreement or any rights hereunder without your consent.

14. Relationship of the Parties

Notwithstanding any provision hereof, for all purposes of this Membership Agreement each party shall be independent and act independently and not as a contractor, partner, joint venturer, agent, employee or employer of the other and shall not bind nor attempt to bind the other to any contract.

15. Arbitration & Exclusive Jurisdiction

Any controversy or claim arising out of or relating to this Membership Agreement, the breach thereof or its subject matter shall be settled by binding arbitration in accordance with the consumer commercial arbitration rules of the American Arbitration Association. The decision of the arbitrator shall be final and unappealable.  You agree that exclusive jurisdiction of arbitration shall be in Hackensack, New Jersey, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Notwithstanding anything to the contrary, LatinosNJ, the Member or any other party to the arbitration may at any time seek injunctions or other forms of equitable relief from the Superior Court of New Jersey in Bergen County.  Exclusive jurisdiction to seek injunctive or other forms of equitable relief shall lie solely with the Superior Court of New Jersey in Bergen County. 
 
The parties acknowledge that this Membership Agreement evidences a transaction involving interstate commerce. The Federal Arbitration Act shall govern the interpretation, enforcement and proceedings pursuant to the arbitration clause in this Membership Agreement. You agree that this Membership Agreement and the Member rules and restrictions and policies contained herein, and LatinosNJ's enforcement thereof, are not intended to confer and do not confer any rights or remedies upon any person other than you and LatinosNJ. 

16. You consent to the use of (a) electronic means to complete this Membership Agreement, to use the Site and Services and to provide you with any notices given pursuant to this Membership Agreement, and (b) electronic records to store information related to this Membership Agreement or your use of the Site

You can request a copy in paper form of this Membership Agreement and any other records relating to this Membership Agreement or your use of the Site by sending a written request to LatinosNJ, 113 DeWitt Street, Suite 200, Garfield, New Jersey 07026. You understand and agree that this Membership Agreement and any notices given pursuant to this Member Agreement are enforceable in electronic format.

17. Miscellaneous

If any provision of this Membership Agreement is held to be invalid or unenforceable, such provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remaining provisions shall be enforced. LatinosNJ's failure to act with respect to a breach by you or others does not waive LatinosNJ's right to act with respect to subsequent or similar breaches. The failure of LatinosNJ to exercise or enforce any right or provision of these terms and conditions shall not constitute a waiver of such right or provision. This Membership Agreement shall be governed by and interpreted in accordance with the laws of the State of New Jersey.

This Membership Agreement together with the rules and policies of LatinosNJ, including Privacy Policy,  Terms of Use, and Disclaimer, constitutes the entire agreement between LatinosNJ and you with respect to the subject matter hereof.

© 2007 LatinosNJ.com, LLC