MetroGuide > About > Terms

Terms of Use of the MetroGuide.Network & Terms of Membership in the MetroGuide.Community

Overview of the MetroGuide.Network and MetroGuide.Community

MetroGuide.com, Inc, (“MetroGuide”) publishes the family of websites known collectively as the MetroGuide.Network (the “MetroGuide.Network”). These include the websites DiningGuide.com, LodgingGuide.com, EventGuide.com, NightGuide.com, RetailGuide.com, FareGuide.com, and many of the other content sites linked to from MetroGuide.net.

MetroGuide also offers as a service to visitors to the MetroGuide.Network, the MetroGuide.Community, a membership-based social network that derives its core content from the MetroGuide.Network. Unlike the MetroGuide.Network, members of the MetroGuide.Community have access to a range of services and information not accessible to non-members. Click here to join the MetroGuide .Community.

Because users of the MetroGuide.Network may wish to become members of the MetroGuide.Community, the below Terms of Use are followed by the Terms of Membership which apply to anyone becoming a member of the MetroGuide.Community. If you do not become a member of the MetroGuide.Community, you are bound only by the Terms of Use.

If you would like to jump below to the Terms of Membership (in the MetroGuide .Community), click here.

Terms of Use (of the MetroGuide.Network)

You understand that MetroGuide partners and associates with multiple third party suppliers of travel. When you book travel through one of the MetroGuide Websites, you are contracting with one of these third party travel providers. In most cases, you will receive e-mail or other communications from these third parties evidencing your agreement and the terms and conditions associated with your rights and responsibilities. YOU UNDERSTAND THAT METROGUIDE DOES NOT CONTROL THESE COMMUNICATIONS OR THE THIRD PARTIES AND IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTIAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR TRAVEL OR OTHER COMMERCE-RELATED SERVICES PROVIDED, DIRECTLY OR INDIRECTLY, BY THESE THIRD PARTIES. If you are uncertain as to what third parties may be involved in any transactions that involve any of the MetroGuide Websites, please feel free to contact us by clicking here. We will be happy to provide further elaboration and to answer any questions you may have.

Warranty

YOU EXPRESSLY AGREE THAT YOUR USE OF THE METROGUIDE WEBSITES IS AT YOUR SOLE RISK. THE METROGUIDE WEBSITES AND CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR PERSONAL USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ACCURACY, COMPLETENESS, AND ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PUPOSE, TITLE AND NON-INFRINGEMENT, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. IN NO EVENT SHALL METROGUIDE, ITS PARTNERS OR AFFILIATES, BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTIAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE METROGUIDE WEBSITES OR WITH THE DELAY OR INABILITY TO USE THE METROGUIDE WEBSITES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, METROGUIDE'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. METROGUIDE DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCT OR SERVICE OFFERED THROUGH ITS WEBSITES, EXCEPT AS EXPRESSLY PROVIDED, AND WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. MetroGuide operates and controls its websites from its offices in Florida, USA. These websites can be accessed from all fifty states and internationally. As the laws of Florida may differ from those of the many jurisdictions from which you may be accessing the Content, by accessing the MetroGuide Websites both you and MetroGuide agree that the statutes and laws of the State of Florida, without regard to the conflicts of laws principles thereof, will apply to all matters relating, in any manner whatsoever, to use of the MetroGuide Websites.

Indemnification

User agrees to defend, indemnify and hold harmless MetroGuide, its partners, affiliated companies, its employees, contractors, officers, and directors from all liabilities, claims and expenses, including attorneys’ fees, that arise from your use of the MetroGuide Website. MetroGuide reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder. In such event, you shall have no further obligation to provide indemnification for such matter.

Copyright Dispute Policy.

MetroGuide has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act or DMCA (posted at http://www.lcweb.loc.gov/copyright/legislation/dmca.pdf. The address of MetroGuide's Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent") is provided at the bottom of this subsection.

• MetroGuide Policy. It is MetroGuide's policy to:
  
  1. Block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users, and
  2. Remove and discontinue service to repeat offenders.
• Procedure for Reporting Copyright Infringements.
If you believe that material or content residing on or accessible through the MetroGuide .Community or its services infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below ("Proper Bona Fide Infringement Notification"):

1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
2. Identification of works or materials being infringed;
3. Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that MetroGuide is capable of finding and verifying its existence;
4. Contact information about the notifier including address, telephone number and, if available, email address;
5. A statement that the notifier has a good faith belief that the material is not authorized by the copyright owner, its agent, or the law; and
6. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
• Upon Receipt of a Bona Fide Infringement Notification.
Once Proper Bona Fide Infringement Notification is received by the Designated Agent, it is MetroGuide's policy:

1. to remove or disable access to the infringing material;
2. to notify the content provider, member or user that it has removed or disabled access to the material; and
3. that repeat offenders will have the infringing material removed from the system and that MetroGuide will terminate such content provider's, member's or user's access to the service.

• Procedure to Supply a Counter-Notice to the Designated Agent.
If the content provider, member or user believes that the material that was removed or to which access was disabled is either not infringing, or the content provider, member or user believes that it has the right to post and use such material from the copyright owner, the copyright owner's agent, or pursuant to the law, the content provider, member or user must send a counter-notice containing the following information to the Designated Agent listed below:

1. A physical or electronic signature of the content provider, member or user;
2. Identification of the material that has been removed or to which access to has been disabled and the location at which the material appeared before it was removed or disabled;
3. A statement that the content provider, member or user has a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material; and
4. The content provider's, member's or user's name, address, telephone number, and, if available, email address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider's, member's or user's address is located, or if the content provider's, member's or user's address is located outside the United States, for any judicial district in which MetroGuide is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

Removal.

If a counter-notice is received by the Designated Agent, MetroGuide may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at MetroGuide's discretion. Please contact MetroGuide's Designated Agent to Receive Notification of Claimed Infringement at the following address:

Scott Rogers, Esq.
Copyright Agent, MetroGuide.com, Inc.
12717 West Sunrise Blvd., Suite #264
Fort Lauderdale, FL 33323
Phone: (954) 349-7939
Fax: (954) 384-1201
Email to: legal@metroguide.com

If you would like to jump back up to the Terms of Use (of the MetroGuide .Network), click here.

Terms of Membership (in the MetroGuide .Community)

These Terms of Membership apply to your participation in the MetroGuide .Community. The MetroGuide .Community is a service operated by MetroGuide.com that offers you a voice in, and the opportunity to participate in and avail yourself of the benefits of, the MetroGuide .Community. By becoming a member of the MetroGuide .Community and accessing the network of websites that comprise the MetroGuide .Community (the "MetroGuide .Community”), you agree to be bound by these Terms of Membership as well as any other guidelines, rules and additional terms referenced herein, and all such guidelines, terms and rules are hereby incorporated herein by this reference (collectively, "Terms of Membership”). Because members of the MetroGuide .Community can also be users of the MetroGuide .Network, you also agree to be bound by the Terms of Use of the MetroGuide .Network. You can jump to and review these terms by clicking here.

MetroGuide’s on-line services which are found across the MetroGuide .Community will assist you in commenting on, locating, and learning about businesses and services you are interested in and looking for by allowing you to post reviews, read, rate, and comment on reviews created by others, and share these reviews, ratings, and other postings with others.

These Terms of Membership set out the legally binding terms with respect to your use of and our provision of the MetroGuide .Community. Please read these Terms of Membership carefully. Your signing up to become a member of the MetroGuide .Community and/or use of its services constitutes your acceptance of all the provisions of these Terms of Membership. If you are unwilling to be bound by these Terms of Membership, do not sign up to become a member of the MetroGuide .Community. If you plan to participate in the MetroRewards Program, you must become familiar with and agree to its terms as well. You can read the Terms and Conditions for the MetroRewards program by clicking here.

1. Eligibility.

You must be at least 18 years old, or the legal age at which you are able to form a binding contract in your jurisdiction if that age is greater than 18 years of age, to register as a member of the MetroGuide .Community. If you are under the age of 18 or the applicable legal age in your jurisdiction, you can participate in the MetroGuide .Community only in conjunction with, and under the supervision of, your parent or guardian who has agreed to the Terms of Membership. If you do not qualify, do not sign up to become a member of the MetroGuide .Community. Membership in the MetroGuide .Community is void where prohibited by applicable law, and the right to access the MetroGuide .Community is revoked in such jurisdictions. By accessing or participating in the MetroGuide .Community, you represent and warrant that you have the right, authority, and capacity to enter into these Terms of Membership and to abide by all of the terms and conditions set forth herein. The MetroGuide websites are administered in the United States and intended for United States users; any use outside of the United States is at the user's own risk and users are responsible for compliance with any local laws applicable to their use of the service or the website.

2. Changes to the Agreement.

You agree and understand that these Terms of Membership, and services available across the MetroGuide .Community may be modified by MetroGuide at any time without prior notice, and such modifications will be effective upon MetroGuide's posting of the new terms and/or upon implementation of the new changes on the MetroGuide .Community. You agree to review the Terms of Membership periodically so that you are aware of any modifications. Your continued use of the MetroGuide .Community, after any modifications indicates your acceptance of the modified Terms of Membership. Unless expressly stated otherwise by MetroGuide, any new features, new services, enhancements or modifications to the MetroGuide .Community implemented after your initial access to the service shall be subject to these Terms of Membership.

3. Registration and Security.

In order to sign up as a member of the MetroGuide .Community, or be eligible for enrollment in the MetroRewards program, you will be required to register with MetroGuide by providing your name, gender, geographic location, and e-mail address and selecting a password. You will also be asked to set up the features of your user profile, the identity by which you will be known to members of the MetroGuide .Community (“User Profile”) and will be recognized by readers of the MetroGuide .Network. Click here to obtain information on the MetroRewards Program. If you register to become a member, you agree to provide MetroGuide with accurate, complete and updated registration information. Failure to do so shall constitute a breach of these Terms of Membership, which may result in immediate termination of your account as well as any MetroRewards eligibility. You may not: (i) enter, select or use a false name or an email address owned or controlled by another person with the intent to impersonate that person, or, (ii) use a name subject to any rights of a person other than yourself without appropriate authorization or for an improper purpose. MetroGuide reserves the right to refuse registration of, or cancel your account in its discretion. You shall be responsible for maintaining the confidentiality of your password and are fully responsible for all activities that occur under your User Profile and password. Any information provided to you for your access to the MetroGuide .Community shall be for your personal use only. You agree to (a) immediately notify MetroGuide of any unauthorized use of your User Profile or password, and (b) ensure that you exit from your account at the end of each session.

4. Use of the Site/Services by Members.

You may use the MetroGuide .Community to make reviews, rate businesses, and comment on reviews, as well as solicit reviews, ratings and comments from, and share reviews, ratings and comments with other members of the MetroGuide .Community. You may search the MetroGuide .Community for reviews, ratings, comments, and other information about local businesses, entities, and organizations. You may forward reviews to people you know, whether or not they are existing MetroGuide .Community members. You may invite people you know to join the MetroGuide .Community. You may download or copy the portions of the information, data, text, sound, photographs, graphics, video, messages and other materials available via the MetroGuide .Community and identified as proprietary to MetroGuide ("MetroGuide Content"), and other similarly identified items displayed on the MetroGuide .Community, for your own personal use, provided that you maintain all copyright and other notices contained in such content. MetroGuide does not control the content posted by third parties via the MetroGuide .Community, including the content of any messages, comments, ratings, or reviews, and does not guarantee the accuracy, integrity or quality of such content. You understand that by participating in the MetroGuide .Community you may be exposed to content that is offensive, indecent or objectionable. Under no circumstances will MetroGuide be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content. You are responsible for complying with all laws applicable to the content you submit via the MetroGuide .Community. You agree that you must evaluate and bear all risks associated with the use of any content, including any reliance on the content, integrity, and accuracy of such content.

5. Restrictions on Rights to Use.

You shall not (and you agree not to allow any third party to):

• modify, adapt, translate, or reverse engineer any portion or all of the MetroGuide .Community;
• remove any copyright, trademark or other proprietary rights notices contained in or on the MetroGuide .Community;
• use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the MetroGuide .Community;
• collect any information about other users or members (including User Profiles and/or email addresses) for any purpose other than to solicit and share MetroGuide Content with other MetroGuide .Community members;
• reformat or frame any portion of the web pages that are part of the MetroGuide .Community;
• create User Profiles by automated means or under false or fraudulent pretenses;
• create or transmit unwanted electronic communications such as "spam" to other users or members of the MetroGuide .Community or otherwise interfere with and other user's or member's enjoyment of the MetroGuide .Community;
• submit any third party materials or content without being authorized to do so and after having obtained the third party's prior written consent;
• submit any content or material that falsely express or imply that such content or material is sponsored or endorsed by MetroGuide;
• submit any content or material that infringes, misappropriates or violates the intellectual property, publicity, privacy or other rights of any party;
• transmit any worms, viruses, spyware, defects, Trojan horses or other items of a destructive nature;
• use of the MetroGuide .Community to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including that are deemed threatening or obscene;
• copy or store any MetroGuide Content offered on the MetroGuide .Community for other than your own personal use;
• submit content or materials that are unlawful or promote or encourage illegal activity;
• submit false or misleading information to MetroGuide;
• take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our IT infrastructure;
• use the MetroGuide .Community intentionally or unintentionally, to violate any applicable local, state, national or international law; or
• collect or store personal data about other members of the MetroGuide .Community in connection with the prohibited activities described in this paragraph.

6. Content Posted by You on the MetroGuide .Community.

• 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.
• You understand and agree that MetroGuide may review and delete any content, business listings (including business name, address, phone, fax, distance, reviews, rating, comments) that in the sole judgment of MetroGuide violates these Terms of Membership or which might be offensive, illegal, or that might violate the rights of, harm, or threaten the safety of other users or members of the MetroGuide .Community and/or other website users.
• You understand that MetroGuide reserves the right to edit or modify content as it deems necessary to maintain grammatical and syntactical integrity of the review, or in any other way it deems appropriate.
• You agree not to write reviews that are too short to be of meaningful informational value. While you are not prohibited from submitting reviews that are short, MetroGuide will use its discretion to determine whether such reviews, because of their length, are eligible to receive MetroPoints. If you are unclear as to whether a review is too short, we encourage you to contact us for guidance. MetroGuide reserves the right to alter, at any time, and in its sole dicretion, its internal criteria for what constitutes too short a review.
• You agree not to use similar content for more than one review, e.g., using using similar content for different hotels, restaurants or businesses, or using similar content for chain hotels, restaurants, and businesses.
• You are solely responsible for the any content that you publish or display on the MetroGuide .Community or transmit to other members and/or other website users.
• You are solely responsible for the ratings, reviews, and comments that you submit to the MetroGuide .Community. MetroGuide reserves the right, but has no obligation, to monitor disputes between you and any entity which you have reviewed or commented.
• You agree that you will only post content that you believe to be true and you will not purposely provide false or misleading information.
• By submitting content to the MetroGuide .Community, you agree to and hereby do grant, and you represent and warrant that you own or otherwise control all of the rights to the content that you submit and that you have the right to grant, MetroGuide, its contractors, and the members of the MetroGuide .Community an irrevocable, perpetual, non-exclusive, royalty-free, fully sublicensable, fully paid up, worldwide license to use, copy, publicly perform, digitally perform, publicly display, and distribute such content and to prepare derivative works of, or incorporate into other works, such content. You represent and warrant that that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify MetroGuide and its affiliates for all claims resulting from content you supply. MetroGuide has the right but not the obligation to monitor and edit or remove any activity or content. MetroGuide takes no responsibility and assumes no liability for any content posted by you or any third party.
• The following is a partial list of the kind of content and communications that are illegal or prohibited on the MetroGuide .Community. MetroGuide reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending communication or content from the MetroGuide .Community and other MetroGuide sites upon which such content and communication may be distributed, and terminating the membership of such violators or blocking your use of the MetroGuide .Community. You may not post content that:
• is false or intentionally misleading;
• is patently offensive to users of the MetroGuide .Community, such as content or messages that promotes racism, bigotry, fear, hatred or physical harm of any kind against any group or individual;
• harasses or advocates harassment of another person or group;
• involves the transmission of unsolicited mass mailing or "spamming";
• promotes illegal activities or conduct that is abusive;
• is threatening, obscene, defamatory or libelous;
• is pornographic or sexually explicit in nature; and
• seeks or recommends providers of material that exploits people under the age of 18 in a sexual or violent manner, or seeks or recommends providers that solicit personal information from anyone under the age of 18.

7. Copyright Dispute Policy.

MetroGuide has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act or DMCA (posted at http://www.lcweb.loc.gov/copyright/legislation/dmca.pdf. The address of MetroGuide's Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent") is provided at the bottom of this Section 7.

• MetroGuide Policy. It is MetroGuide's policy to:
  
  1. Block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users, and
  2. Remove and discontinue service to repeat offenders.
• Procedure for Reporting Copyright Infringements.
If you believe that material or content residing on or accessible through the MetroGuide .Community or its services infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below ("Proper Bona Fide Infringement Notification"):

1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
2. Identification of works or materials being infringed;
3. Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that MetroGuide is capable of finding and verifying its existence;
4. Contact information about the notifier including address, telephone number and, if available, email address;
5. A statement that the notifier has a good faith belief that the material is not authorized by the copyright owner, its agent, or the law; and
6. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
• Upon Receipt of a Bona Fide Infringement Notification.
Once Proper Bona Fide Infringement Notification is received by the Designated Agent, it is MetroGuide's policy:

1. to remove or disable access to the infringing material;
2. to notify the content provider, member or user that it has removed or disabled access to the material; and
3. that repeat offenders will have the infringing material removed from the system and that MetroGuide will terminate such content provider's, member's or user's access to the service.

• Procedure to Supply a Counter-Notice to the Designated Agent.
If the content provider, member or user believes that the material that was removed or to which access was disabled is either not infringing, or the content provider, member or user believes that it has the right to post and use such material from the copyright owner, the copyright owner's agent, or pursuant to the law, the content provider, member or user must send a counter-notice containing the following information to the Designated Agent listed below:

1. A physical or electronic signature of the content provider, member or user;
2. Identification of the material that has been removed or to which access to has been disabled and the location at which the material appeared before it was removed or disabled;
3. A statement that the content provider, member or user has a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material; and
4. The content provider's, member's or user's name, address, telephone number, and, if available, email address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider's, member's or user's address is located, or if the content provider's, member's or user's address is located outside the United States, for any judicial district in which MetroGuide is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

8. Removal.

If a counter-notice is received by the Designated Agent, MetroGuide may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at MetroGuide's discretion. Please contact MetroGuide's Designated Agent to Receive Notification of Claimed Infringement at the following address:

Scott Rogers, Esq.
Copyright Agent, MetroGuide.com, Inc.
12717 West Sunrise Blvd., Suite #264
Fort Lauderdale, FL 33323
Phone: (954) 349-7939
Fax: (954) 384-1201
Email to: legal@metroguide.com

9. Venue Only.

If you enter into correspondence or engage in commercial transactions with third parties in connection with your use of the MetroGuide .Community, or the MetroGuide .Network, such activity is solely between you and the applicable third party. MetroGuide shall have no liability, obligation or responsibility for any such activity. You hereby release MetroGuide from all claims arising from such activity.

10. Privacy.

Use and participation in the MetroGuide .Community is also governed by our Privacy Policy, a copy of which is currently located at http://www.MetroGuide.com/privacy.html

11. Term.

These Terms of Membership will remain in full force and effect while you use the MetroGuide .Community and its services. Either Party may terminate these Terms of Membership for any reason, at any time. Sections 9, 10, 11, 12, 13, 14, 15 and 16 shall survive any termination or expiration of these Terms of Membership.

12. Ownership.

Except for the content submitted by members of the MetroGuide .Community, all aspects thereof, including all copyrights, trademarks, and other intellectual property or proprietary rights therein, is owned by MetroGuide or its licensors. You acknowledge that the MetroGuide .Community and any underlying technology or software used in connection with the MetroGuide .Community contains MetroGuide’s proprietary information. You may not modify, reproduce, distribute, create derivative works of, publicly display or in any way exploit, any of the content, software, and/or materials available on the MetroGuide .Community in whole or in part except as expressly provided in MetroGuide’s policies and procedures made available via the MetroGuide .Community. Except as expressly and unambiguously provided herein, MetroGuide and its suppliers do not grant you any express or implied rights, and all rights not expressly granted by MetroGuide to you are retained by MetroGuide.

13. Disclaimer.

THE METROGUIDE .COMMUNITY AND ITS SERVICES ARE PROVIDED BY METROGUIDE ON AN "AS IS" BASIS. METROGUIDE AND ITS LICENSORS AND AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO THE OPERATION OF THE METROGUIDE .COMMUNITY, METROGUIDE SERVICE OR SOFTWARE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE METROGUIDE .COMMUNITY. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, METROGUIDE AND ITS LICENSORS AND AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. METROGUIDE AND ITS LICENSORS AND AFFILIATES FURTHER DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED WITHIN THE METROGUIDE .COMMUNITY. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. METROGUIDE IS NOT RESPONSIBLE FOR THE CONDUCT, OF ANY USER OF THE METROGUIDE .COMMUNITY. MetroGuide does not warrant or covenant that the MetroGuide .Community and its services will be available at any time or from any particular location, will be secure or error-free, that defects will be corrected, or that the services provided by MetroGuide are free of viruses or other potentially harmful components. Any material or content downloaded or otherwise obtained through the use of the MetroGuide .Community is accessed at your own discretion and risk and 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. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ANY USER FROM METROGUIDE, THE METROGUIDE .COIMMUNITY OR THROUGH OR FROM ANY METROGUIDE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

14. Limitation on Liability.

MetroGuide shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond MetroGuide's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). WITHOUT LIMITING THE FOREGOING, METROGUIDE AND ITS AFFILIATES AND SUPPLIERS WILL NOT BE LIABLE UNDER ANY THEORY OF LAW, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS INTERRUPTION, AND/OR LOSS OF INFORMATION OR DATA. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, METROGUIDE'S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO METROGUIDE FOR THE METROGUIDE .COMMUNITY OR ANY METROGUIDE SERVICES IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (ii) $100. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS "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."

15. Indemnity.

You agree to indemnify and hold MetroGuide, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (i) your access to the MetroGuide .Community, (ii) your violation of these Terms of Membership, or (iii) the infringement by you, or any third party using your account or User Profile or password, of any intellectual property or other right of any person or entity.

16. Miscellaneous.

If there is any dispute about or involving the MetroGuide .Community by using or participating in the MetroGuide .Community, you agree that the dispute will be governed by the laws of the State of Florida without regard to its conflict of law provisions. You agree to personal jurisdiction by and venue in the state and federal courts of the State of Florida, Broward County. No agency, partnership, joint venture, or employment is created as a result of these Terms of Membership and you do not have any authority of any kind to bind MetroGuide in any respect whatsoever. MetroGuide may provide you with notices, including those regarding changes to the Terms of Membership by email, regular mail or postings on the MetroGuide .Community. These Terms of Membership, accepted upon use of the MetroGuide .Community, and all terms, guidelines and rules referenced herein contain the entire agreement between you and MetroGuide regarding the use of the MetroGuide .Community. The failure of MetroGuide to exercise or enforce any right or provision of these Terms of Membership shall not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms of Membership is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms of Membership shall otherwise remain in full force and effect and enforceable. These Terms of Membership are not assignable, transferable or sublicensable by you except with MetroGuide's prior written consent. The section titles in these Terms of Membership are for convenience only and have no legal or contractual effect. These Terms of Membership include MetroGuide's acceptable use policy for content posted on the MetroGuide .Community, MetroGuide's Privacy Policy, and any notices regarding the MetroGuide .Community.

17. Contact and Violations.

Please contact us with any questions regarding these Terms of Membership. Please report any violations of the Terms of Membership to legal@metroguide.com.

18. Trademarks and Servicemarks.

MetroGuide, MetroGuide .Community, MetroGuide Community, MetroPoints, MetroManager, MetroSyndicate, MetroRewards, MetroGuide Network, MetroGuide .Network, Metropolitan Networks, MetroData, are proprietary service marks of MetroGuide.com, Inc.

The effective date of these Terms of Use and Terms of Membership is January 8, 2007.

If you have any questions or comments regarding this Agreement, please click here.

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