EXHIBIT 10.10
XXXXXxxxxxxx.xxx Partnership Agreement
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1. ACCEPTANCE OF TERMS
Go2 Xxxxxxxx.xxx, Inc, a Delaware Corporation ("Go2") provides this service to
The Greater New York Facilities Association on behalf of its member facilities,
for a period of five years, subject to the following Terms of Service ("TOS"),
which may be updated by us from time to time with notice to you via your Go2
email account, facsimile or mail.
2. DESCRIPTION OF SERVICE
This agreement is not intended to be exclusive and either party may contract
with any other person or entity for purposes similar to those described herein.
No person shall have any rights under this agreement unless such person is a
party hereto. Additionally this agreement is not a third party beneficiary
contract and shall not create any rights of users residents or any other third
party with respect to Go2.
Go2 Xxxxxxxx.xxx, Inc a Delaware Corporation is an institutional based business
to business portal. Go2 will provide a free market business to business platform
for your organization to purchase OTC, health and beauty aides and other
products that are consumed and or used on a daily basis by institutions. Go2
services only institutional clients and vendors that service institutional
clients to sell their products on its web site and via distribution. This
agreement provides you the Greater New York Health Care Facilities Association
with access on behalf of your member facilities as registered users on our web
site and access to our distribution channels.
In order to use the Service, you must obtain access to the World Wide Web,
either directly or through devices that access web-based content or contact the
company via telephone.or facsimile.
The Service and any necessary software used in connection with the Service
contain proprietary and confidential information that is protected by applicable
intellectual property and other laws. Go2 grants you a personal,
non-transferable and non-exclusive right and license to use the Service.
Unless explicitly stated otherwise, any new features that augment or enhance the
current Service, shall be subject to the TOS. You understand and agree that the
Service is provided "AS-IS" and that Go2 assumes no responsibility for the
timeliness, deletion, mis-delivery or failure to store any user communications
or personalization settings.
3. MEMBER ACCOUNT, PASSWORD AND SECURITY
If you don't already have a Go2ID and password, you will be prompted to complete
the Go2 registration process. You are responsible for maintaining the
confidentiality of the password and account, and are fully responsible for all
activities that occur under your password or account. You agree to (a)
immediately notify Go2 of any unauthorized use of your password or account or
any other breach of security, and (b) ensure that you exit from your account at
the end of each session. Go2 cannot and will not be liable for any loss or
damage arising from your failure to comply with this Section 3.
4. GOTO PRIVACY POLICY
Your registration data and other information about you is subject to our Privacy
Policy.
5. MEMBER CONDUCT
You understand that all information, data, text, software, messages or other
materials ("Content"), whether publicly posted or privately transmitted, are the
sole responsibility of the person or organization from which such Content
originated. This means that you, and not Go2, are entirely responsible for all
Content that you upload, post or otherwise transmit via the Service. Go2 does
not control the Content posted via the Service and, as such, does not guarantee
the accuracy, integrity or quality of such Content. Under no circumstances will
Go2 be liable in any way for any Content, including, but not limited to, for any
errors or omissions in any Content, or for any loss or damage of any kind
incurred as a result of the use of any Content posted or otherwise transmitted
via the Service.
You agree to not use the Service to:
a. Upload, post, incorporate or otherwise transmit any Content that is unlawful,
harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene,
libelous, invasive of another's privacy, hateful, or racially, ethnically or
otherwise objectionable;
b. Harm minors in any way;
c. Impersonate any person or entity, including, but not limited to, a Go2
official, or falsely state or otherwise misrepresent your affiliation with a
person or entity;
d. Forge headers or otherwise manipulate identifiers in order to disguise the
origin of any Content transmitted through the Service;
e. Upload, post or otherwise transmit any Content that you do not have a right
to transmit under any law or under contractual or fiduciary relationships (such
as inside information, proprietary and confidential information learned or
disclosed as part of employment relationships or under nondisclosure
agreements);
f. Upload, post, incorporate or otherwise transmit any Content that infringes
any patent, trademark, trade secret, copyright or other proprietary rights
("Rights") of any party;
g. Upload, post or otherwise transmit any unsolicited or unauthorized
advertising, promotional materials, "junk mail," "spam," "chain letters,"
"pyramid schemes," or any other form of solicitation;
h. Upload, post 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;
i. Disrupt the normal flow of dialogue, cause a screen to "scroll" faster than
other users of the Service are able to type, or otherwise act in a manner that
negatively affects other users' ability to engage in real time exchanges;
j. Interfere with or disrupt the Service or servers or networks connected to the
Service, or disobey any requirements, procedures, policies or regulations of
networks connected to the Service;
k. Intentionally or unintentionally violate any applicable local, state,
national or international law, including, but not limited to, regulations
promulgated by the U.S. Securities and Exchange Commission, any rules of any
national or other securities exchange, including, without limitation, the New
York Stock Exchange, the American Stock Exchange or the NASDAQ, and any
regulations having the force of law;
You understand that the technical processing and transmission of the Service,
including your Content, may involve (a) transmissions over various networks; and
(b) changes to conform and adapt to technical requirements of connecting
networks or devices.
7. SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply with all
local rules regarding online conduct and acceptable Content. Specifically, you
agree to comply with all applicable laws regarding the transmission of technical
data exported from the United States or the country in which you reside.
9. INDEMNITY
You agree to indemnify and hold Go2, and its subsidiaries, affiliates, officers,
agents, co-branders or other partners, and employees, harmless from any claim or
demand, including reasonable attorneys' fees, made by any third party due to or
arising out of Content you submit, post to or transmit through the Service, your
use of the Service, your connection to the Service, your violation of the TOS,
or your violation of any rights of another.
10. NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any
commercial purposes, any portion of the Service, use of the Service, or access
to the Service.
11. GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that Go2 may establish general practices and limits concerning
use of the Service. You agree that Go2 has no responsibility or liability for
the deletion or failure to store any messages and other communications or other
Content maintained or transmitted by the Service. You acknowledge that Go2
reserves the right to log off accounts that are inactive for an extended period
of time. You further acknowledge that Go2 reserves the right to change these
general practices and limits at any time, in its sole discretion, with or
without notice.
12. MODIFICATIONS TO SERVICE
Go2 reserves the right at any time and from time to time to modify or
discontinue, temporarily or permanently, the Service (or any part thereof) with
or without notice. You agree that Go2 shall not be liable to you or to any third
party for any modification, suspension or discontinuance of the Service.
13. TERMINATION
You agree that Go2, in its sole discretion, may terminate your password, account
(or any part thereof) or use of the Service, and remove and discard any Content
within the Service, for any reason, including, without limitation, for lack of
use or if Go2 believes that you have violated or acted inconsistently with the
letter or spirit of the TOS. Go2 may also in its sole discretion and at any time
discontinue providing the Service, or any part thereof, with or without notice.
You agree that any termination of your access to the Service under any provision
of this TOS may be effected without prior notice, and acknowledge and agree that
Go2 may immediately deactivate or delete your account and all related
information and files in your account and/or bar any further access to such
files or the Service. Further, you agree that Go2 shall not be liable to you or
any third party for any termination of your access to the Service.
14. DEALINGS WITH ADVERTISERS
Your correspondence or business dealings with, or participation in promotions
of, advertisers found on or through the Service, including payment and delivery
of related goods or services, and any other terms, conditions, warranties or
representations associated with such dealings, are solely between you and such
advertiser. You agree that Go2 shall not be responsible or liable for any loss
or damage of any sort incurred as the result of any such dealings or as the
result of the presence of such advertisers on the Service.
15. LINKS
The Service may provide, or third parties may provide, links to other World Wide
Web sites or resources. You acknowledge and agree that Go2 is not responsible
for the availability of such external sites or resources, and does not endorse
and is not responsible or liable for any Content, advertising, products or other
materials on or available from such sites or resources. You further acknowledge
and agree that Go2 shall not be responsible or liable, directly or indirectly,
for any damage or loss caused or alleged to be caused by or in connection with
use of or reliance on any such Content, goods or services available on or
through any such site or resource.
16. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN
"AS IS" AND "AS AVAILABLE" BASIS. GOTO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY
KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT.
b. GOTO MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii)
THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE
RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR
RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER
MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR
EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE
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 ANY SUCH MATERIAL.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GOTO
OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN
THE TOS.
17. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT GOTO SHALL NOT BE LIABLE FOR ANY DIRECT,
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT
NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER
INTANGIBLE LOSSES (EVEN IF GOTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (ii)
THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING
FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES
RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii)
UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv)
STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER
RELATING TO THE SERVICE.
18. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE
LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 16 AND 17 MAY NOT APPLY
TO YOU.
19. NOTICE
Notices to you may be made via either email or regular mail. The Service may
also provide notices of changes to the TOS or other matters by displaying
notices or links to notices to you generally on the Service.
21. GENERAL INFORMATION
The TOS constitute the entire agreement between you and Go2 and govern your use
of the Service, superceding any prior agreements between you and Go2. You also
may be subject to additional terms and conditions that may apply when you use
affiliate services, third party content or third party software. Go2 and the
relationship between you and Go2 shall be governed by the laws of the State of
New York without regard to its conflict of law provisions. You and GOTO agree to
submit to the personal and exclusive jurisdiction of the courts located within
the county of New York, New York. The failure of Go2 to exercise or enforce any
right or provision of the TOS shall not constitute a waiver of such right or
provision. If any provision of the TOS is found by a court of competent
jurisdiction to be invalid, the parties nevertheless agree that the court should
endeavor to give effect to the parties' intentions as reflected in the
provision, and the other provisions of the TOS remain in full force and effect.
You agree that regardless of any statute or law to the contrary, any claim or
cause of action arising out of or related to use of the Service or the TOS must
be filed within one (1) year after such claim or cause of action arose or be
forever barred. You agree that you will not export or re-export the Software,
any part thereof, or any process or service that is the direct product of the
Software (the foregoing collectively referred to as the "Restricted
Components"), to any country, person or entity subject to U.S. exports
restrictions. The section titles in the TOS are for convenience only and have no
legal or contractual effect.
By: /s/ XXXXXXXXXXX X. XXXXXX
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Xxxxxxxxxxx X. Xxxxxx
President
Greater New York Health Care Facilities Association
Date: June 23, 2000
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By: /s/ XXXXXX XXXXXXX
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Xxxxxx Xxxxxxx
President
Xx0Xxxxxxxx.xxx, Inc. (A Delaware Corporation)
Date: June 23, 2000
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