Terms of Use and Conditions of Service

Welcome to our site. We maintain this web site as a service to our Customers. By using our site, you are agreeing to comply with and be bound by the following terms of use and conditions of service. READ THESE TERMS CAREFULLY WHEN ACCESSING THIS SITE OR USING THE SERVICES DESCRIBED BELOW. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS AND ANY OTHER POSTED GUIDELINES OR RULES, ALL SUCH GUIDELINES AND RULES HEREBY INCORPORATED INTO THESE TERMS, YOU MAY NOT ACCESS OR OTHERWISE USE THESE SERVICES. YOUR USE OF THE SERVICES INDICATES YOUR ACKNOWLEDGMENT THAT YOU HAVE READ AND ACCEPTED THESE TERMS AND CONDITIONS WITHOUT LIMITATION OR QUALIFICATION.

1. Acceptance of Agreement. You agree to the terms and conditions outlined in this Terms of Use and Conditions of Service Agreement (“Agreement”) with respect to our site (the “Site”). This Agreement constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content, products or services provided by or through the Site, and the subject matter of this Agreement. This Agreement may be amended at any time by us from time to time without specific notice to you. The latest Agreement will be posted on the Site, and you should review this Agreement prior to using the Site.

2. Copyright. The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such matters or any part of the Site, except as allowed by Section 4, is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials.

3. Trademarks. Northeastgate.com, the northeastgate.com logo, all page headers, custom graphics and button icons are service marks, trademarks and/or trade dress of Northeastgate.com. Other product and company names mentioned on the Site may be trademarks of their respective owners.

4. Limited Right to Use. The viewing, printing or downloading of any content, graphic, form or document from the Site grants you only a limited, nonexclusive license for use solely by you for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. No part of any content, form or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your personal use (but not for resale or redistribution).

5. Editing, Deleting and Modification. We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Site.

6. Nontransferable. Your right to use the Site is not transferable. Any password or right given to you to obtain information or documents is not transferable.

7. Disclaimer and Limits. THE INFORMATION FROM OR THROUGH THE SITE ARE PROVIDED “AS-IS,” “AS AVAILABLE,” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS SITE AND THE INFORMATION WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR SITE-RELATED SERVICES IS TO STOP USING THE SITE AND/OR THOSE SERVICES.

All responsibility or liability for any damages caused by viruses contained within the electronic file containing the form or document is disclaimed. WE WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT MAY RESULT FROM USE OF OR INABILITY TO USE OUR SITE. OUR MAXIMUM LIABILITY TO YOU UNDER ALL CIRCUMSTANCES WILL BE EQUAL TO THE PURCHASE PRICE YOU PAY FOR ANY GOODS, SERVICES OR INFORMATION.

8. Visitor Information & Confidentiality. For purposes of identification, billing and marketing, you agree to provide accurate, complete, and updated information, including your legal name, address, telephone number(s), and e-mail address.

9. Visitor Usage of Site. To facilitate and promote the dissemination and open exchange of information, Northeastgate.com has established certain rules of conduct for visitors to the Site. In particular, in conjunction with their agreement to abide by Northeastgate.com’s rules of conduct, the visitors represent and warrant to Northeastgate.com that they shall not upload, post or transmit to or distribute or otherwise publish through the Northeastgate.com Site any materials which (a) restrict or inhibit any other user from using and enjoying the Northeastgate.com Site and its services; (b) violate, plagiarize or infringe upon the intellectual property or contractual rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; (c) export in violation of any law, rule or regulation governing exports of intellectual property or otherwise from the United States; (d) contain libelous, defamatory, threatening, obscene, pornographic, abusive or racially, ethnically or otherwise objectionable or unlawful material; (e) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law; (f) transmit materials in violation of any law or contractual or fiduciary relationships; (g) transmit materials which constitute unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam” or any other form of solicitation; (h) contain software viruses or any other malicious code designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (i) contain any information, software or other material of a commercial nature; (j) constitute or contain false or misleading indications of origin or statements of fact.

You further represent and warrant to Northeastgate.com that your use of the Site will at all times comply with all applicable laws, rules, and regulations, and you hereby agree to indemnify, defend and hold harmless Northeastgate.com and its employees, licensers, independent contractors, providers, subsidiaries and affiliates (collectively, the “Affiliates”), from and against any and all liability and costs incurred by the Affiliates in connection with any claim arising out of any breach by you of the foregoing representations, warranties and covenants, including, without limitation, reasonable attorneys' fees and costs, as determined by a court of competent jurisdiction. You shall cooperate as fully as reasonably required in the defense of any claim. Northeastgate.com reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the prior written consent of Northeastgate.com.

Northeastgate.com has the right to monitor the Site and those other sites accessible through it and to disclose any information necessary to operate the Site properly, to protect itself, its sponsors and visitors, and to comply with legal obligations or governmental requests. Northeastgate.com reserves the right to remove or to refuse to post any information or materials, in whole or in part, that are in violation of this Agreement.
Northeastgate.com also reserves the right to prohibit any user who, in Northeastgate.com’s sole discretion, violates the rules of conduct set forth above or other terms of this Agreement, from using the Site and related services. Such prohibition may occur without notice to the user.

Any material, information or ideas you transmit to or post on this Site, by any means, will be treated as non-confidential and non-proprietary. Moreover, you hereby grant to Northeastgate.com a perpetual, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, distribute and display any message posted on the Site (in whole or in part) worldwide and/or to incorporate the same in other works in any form or media technology.

Notwithstanding the foregoing, all personal data submitted to Northeastgate.com will be handled in accordance with Northeastgate.com's Privacy Policy.

10. Third-Party Services. We allow access to or advertise third-party merchant sites (“Merchants”) from which you may view certain goods or services. You understand that we do not operate or control the goods or services offered by Merchants. Merchants are responsible for all aspects of order processing, fulfillment, billing and customer service. We are not a party to the transactions entered into between you and Merchants.

You agree that use of such Merchants is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT SITES OR ANY OTHER SITE LINKED TO OUR SITE.

11. Third-Party Merchant Policies. All rules, policies (including privacy policies) and operating procedures of Merchants will apply to you while on such sites. We are not responsible for information provided by you to Merchants. We and the Merchants are independent contractors and neither party has authority to make any representations or commitments on behalf of the other.

12. Privacy Policy. Our Privacy Policy, as it may change from time to time, is a part of this Agreement.

13. Payments. You represent and warrant that if you are purchasing something from us or from Merchants that (i) any credit information you supply is true and complete, (ii) charges incurred by you will be honored by your credit card company, and (iii) you will pay the charges incurred by you at the posted prices, including any applicable taxes.

14. Securities Laws. This Site may include statements concerning our operations, prospects, strategies, financial condition, future economic performance and demand for our products or services, as well as our intentions, plans and objectives, that are forward-looking statements. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond our control. When used on our Site, words like “anticipates,” “expects,” “believes,” “estimates,” “seeks,” “plans,” “intends” and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. The Site and the information contained herein does not constitute an offer or a solicitation of an offer for sale of any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of our securities-related filings or documents.

15. Links to other Web Sites. The Site contains links to other Web sites. We are not responsible for the content, accuracy or opinions express in such Web sites, and such Web sites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked Web site on our Site does not imply approval or endorsement of the linked Web site by us. If you decide to leave our Site and access these third-party sites, you do so at your own risk.

16. Information and Press Releases. The Site contains information and press releases about us. While this information was believed to be accurate as of the date prepared, we disclaim any duty or obligation to update this information or any press releases. Information about companies other than ours contained in the press release or otherwise, should not be relied upon as being provided or endorsed by us.

17. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all written or oral agreements heretofore existing between the parties hereto are expressly canceled.
The failure of Northeastgate.com to exercise or enforce any right or provision of the Terms of Use shall not constitute a continuing waiver of such right or provision. .

18. Controlling Law. This Agreement shall be treated as though it were executed and performed in the State of 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). Each party to this Agreement submits to the exclusive jurisdiction of the State and Federal courts sitting in the County of Suffolk, in the State of New York, and waives any jurisdictional, venue, or inconvenient forum objections to such courts. You expressly submit to the exclusive jurisdiction of said courts and consent to extra-territorial service of process. In any action to enforce this Agreement, the prevailing party will be entitled to costs and reasonable attorneys' fees, as determined by a court of competent jurisdiction.

Any cause of action by you with respect to the Site (and/or any information, products or services related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in Section 8 and Section 10. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against either party. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.

19. Miscellaneous.

(a) Northeastgate.com reserves the right, at its sole discretion, to change, modify, add or remove any portion of this Agreement, in whole or in part, at any time.

(b) Northeastgate.com reserves the right, at any time and from time to time, to modify, temporarily suspend or permanently discontinue any aspect of the Northeastgate.com Site, including the availability of any Northeastgate.com Site feature, database, or Content. Northeastgate.com may also impose limits on certain features and services or restrict your access to parts or all of the Northeastgate.com Site without notice or liability to you or to any third party for any such modification, suspension or discontinuance of the Site or any of its features.

(c) You acknowledge that Northeastgate.com may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that discussion forum postings or other uploaded Content will be retained by the Site.

(d) The individual section titles of the Terms of Use and Conditions of Service are specifically set forth for reference purposes only, and are not in any way to be deemed explanatory of or limiting the contents of any paragraph or subparagraph. Furthermore, said headings are not to be deemed part of this Agreement for purposes of interpretation, litigation or as defining or limiting the rights or obligations of the parties.

(e) Northeastgate.com reserves the right to change or update any Northeastgate.com policy or practice, at any time. Any changes or updates will be effective immediately upon posting to the Site

(f) Northeastgate.com reserves the right to correct any inaccuracies or typographical errors in the information posted to this Web site, and shall have no liability for such errors. Information may be changed or updated without notice.