Welcome to Convoya, LLC

The following describes the terms and conditions (the "Terms and Conditions") on which Convoya, LLC offers you the information (including the Intellectual Property (as defined below)), services and products on its web site and related web pages (collectively, the "Services"). By using the Services available through this web site, you are agreeing to the Terms and Conditions. Convoya, LLC reserves the right to modify, amend or restate the Terms and Conditions from time to time with or without prior notice. Your use of this web site and any Services after the posting of modifications to these Terms and Conditions will constitute your acceptance of the Terms and Conditions as modified.

You may direct any questions concerning these Terms and Conditions to: info@convoya.com

Use of this Web Site

You represent that you have read and agree to be bound by the Terms and Conditions. You further agree to comply with U.S. or other applicable law regarding the transmission of any information obtained from the Services in accordance with the Terms and Conditions, not to use the Services for illegal purposes, and not to interfere or disrupt the networks connected to the Services.

Restrictions on Use

You may not use the Services for any illegal purposes or in any manner inconsistent with the Terms and Conditions. You agree to use the Services solely for your own noncommercial use and benefit, and not for resale or other transfer or disposition to, or use by or for the benefit of, any other person or entity. You agree not to use, transfer, distribute or dispose of any information contained in the Services in any manner that would compete with the business of Convoya, LLC. You acknowledge that the Services have been developed, compiled, prepared, revised, selected and arranged by Convoya, LLC and others (including certain other information sources) through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money and constitutes valuable proprietary rights of Convoya, LLC and such others. You agree to protect the proprietary rights of Convoya, LLC and all others having rights in the Services during and after the term of this agreement and to comply with all reasonable written requests made by Convoya, LLC or its suppliers of content, products, services or otherwise to protect their and others' contractual, statutory and common law rights in the Services. You agree to promptly notify Convoya, LLC in writing upon becoming aware of any unauthorized access or use of the Services by any party or any claim that the Services infringes upon any copyright, trademark or other contractual, statutory or common law rights.

Further Restrictions on Use

YOU MAY NOT COPY, REPRODUCE, RECOMPILE, DECOMPILE, DISASSEMBLE, REVERSE ENGINEER, DISTRIBUTE, PUBLISH, DISPLAY, PERFORM, MODIFY, UPLOAD TO, CREATE DERIVATIVE WORKS FROM, TRANSMIT OR IN ANY WAY EXPLOIT ANY PART OF THE SERVICE, EXCEPT THAT YOU MAY DOWNLOAD MATERIAL FROM THE SERVICE AND/OR MAKE ONE PRINT COPY FOR YOUR OWN PERSONAL, NONCOMMERCIAL USE, PROVIDED THAT YOU RETAIN ALL COPYRIGHT AND OTHER PROPRIETARY NOTICES. THE ANALYSIS AND PRESENTATION INCLUDED IN THE SERVICES MAY NOT BE RECIRCULATED, REDISTRIBUTED OR PUBLISHED BY YOU WITHOUT CONVOYA, LLC'S PRIOR WRITTEN CONSENT. MODIFICATION OF THE SERVICE'S CONTENT WOULD BE A VIOLATION OF CONVOYA, LLC'S COPYRIGHT AND OTHER PROPRIETARY RIGHTS. ADDITIONALLY, YOU MAY NOT OFFER ANY PART OF THE SERVICES FOR SALE OR DISTRIBUTE IT OVER ANY OTHER MEDIUM INCLUDING BUT NOT LIMITED TO OVER-THE-AIR TELEVISION OR RADIO BROADCAST, A COMPUTER NETWORK OR HYPERLINK FRAMING ON THE INTERNET WITHOUT THE PRIOR WRITTEN CONSENT OF CONVOYA, LLC. THE SERVICES AND THE INFORMATION CONTAINED THEREIN MAY NOT BE USED TO CONSTRUCT A DATABASE OF ANY KIND. NOR MAY THE SERVICE BE STORED (IN ITS ENTIRETY OR IN ANY PART) IN DATABASES FOR ACCESS BY YOU OR ANY THIRD PARTY OR TO DISTRIBUTE ANY DATABASE SERVICES CONTAINING ALL OR PART OF THE SERVICES.

YOU MAY NOT USE THE SERVICES IN ANY WAY TO IMPROVE THE QUALITY OF ANY DATA SOLD OR CONTRIBUTED BY YOU TO ANY THIRD PARTY. FURTHERMORE, YOU MAY NOT USE ANY OF CONVOYA, LLC'S TRADEMARKS, TRADE NAMES OR SERVICE MARKS IN ANY MANNER WHICH CREATES THE IMPRESSION THAT SUCH NAMES AND MARKS BELONG TO OR ARE ASSOCIATED WITH YOU OR ARE USED WITH CONVOYA, LLC'S CONSENT, AND YOU ACKNOWLEDGE THAT YOU HAVE NO OWNERSHIP RIGHTS IN AND TO ANY OF THESE NAMES AND MARKS. YOU WILL NOT USE THE SERVICES OR THE INFORMATION CONTAINED THEREIN IN UNSOLICITED MAILINGS OR SPAM MATERIAL. YOU WILL NOT USE ANY OF CONVOYA, LLC'S TRADEMARKS, TRADE NAMES OR SERVICE MARKS IN UNSOLICITED MAILINGS OR SPAM MATERIAL. YOU WILL NOT SPAM OR SEND UNSOLICITED MAILINGS TO ANY PERSON OR ENTITY USING THE SERVICES. YOU AGREE TO COMPLY WITH ANY OTHER APPLICABLE TERMS AND CONDITIONS.

Intellectual Property

This web site contains material which is derived in whole or in part from materials supplied by Convoya, LLC and various other sources. This web site, including but not limited to its text, content, photographs, video, audio and graphics (the "Intellectual Property"), is protected by copyrights, service marks, international treaties and/or other proprietary rights and laws of the U.S. and other countries. The Intellectual Property is also protected as a collective work or compilation under U.S. copyright and other laws and treaties. All individual articles, columns and other elements making up the Services are also copyrighted works. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Services.

No License Granted

You acquire absolutely no rights or licenses in or to the Services and materials contained therein other than the limited right to utilize the Services in accordance with the Terms and Conditions. Should you choose to download content from the Services, you must do so in accordance with the Terms and Conditions. Such download is licensed to you by Convoya, LLC only for your own personal, noncommercial use in accordance with the Terms and Conditions and does not transfer any other rights to you.

Rights Reserved

All present and future rights in and to the Intellectual Property and other proprietary rights of Convoya, LLC of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the Services (the "Intellectual Property Rights") shall, as between you and Convoya, LLC, at all times be and remain the sole and exclusive property of Convoya, LLC. All present and future rights in and title to the Services (including the right to exploit the Services and any portions of the Services over any present or future technology) are reserved to Convoya, LLC for its exclusive use. Except as specifically permitted by the Terms and Conditions, you may not copy or make any use of the Services or any portion thereof. Except as specifically permitted herein, you shall not use the trademarks, trade names, service marks, trade dress, logos or titles of Convoya, LLC or the Services, or the names of any individual participant in, or contributor to, the Services, or any variations or derivatives thereof, for any purpose, without Convoya, LLC 's prior written approval.

Liability Disclaimer

The material provided on this web site could include technical inaccuracies or typographical errors and the web site may be subject to periods of interruption. Convoya, LLC may make changes or improvements at anytime.

THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, TITLE, NON-INFRINGEMENT, IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY OTHER WARRANTIES UNDER ARTICLE 2 OF THE UNIFORM COMMERCIAL CODE AND TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CONVOYA, LLC DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CONVOYA, LLC DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULT OF THE USE OF THE SERVICE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU, TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES.

CONVOYA, LLC DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU UNDERSTAND AND AGREE THAT ANY CONTENT 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 DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH CONTENT. YOU (AND NOT CONVOYA, LLC) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

Limitation of Liability

While Convoya, LLC endeavors to maintain the highest professional quality of the Services it offers on its web site, it cannot be held responsible for any errors, defects, lost profits, or other consequential damages arising from the use of this web site. Convoya, LLC will not be liable for any damages or injury, including but not limited to, special or consequential damages that result from any failure of performance, error, omission, interruption, defect, delay in operation of transmission, or computer virus, the use of, or the inability to use, the materials in the Services even if there is negligence by Convoya, LLC or an authorized Convoya, LLC representative; user has been advised of the possibility of such damages, or both. The above limitation or exclusion may not apply to you to the extent that applicable law may not permit the limitation or exclusion of liability for incidental or consequential damages. Convoya, LLC's total liability to you for all losses, damages, and causes of action (in contract, tort (including without limitation, negligence, or otherwise) will not exceed the amount you paid to access the Services.

Indemnification

You agree, to the extent permitted by applicable law, to indemnify and hold Convoya, LLC, its officers, directors, owners, agents and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Services, the violation of these Terms and Conditions by you, or the infringement by you, or other user of the Services using your computer, of any Intellectual Property or other right of any person or entity. Convoya, LLC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

All Submissions Are Subject to These Further Conditions

Your use of the Services and submission of material for publication on the pages of the Convoya, LLC web site are conditioned on your adherence to the following policies:

a. You may not restrict or inhibit any other user from using or enjoying any of the Services.

b. You may not post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane, indecent or racially, ethnically or otherwise objectionable material of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law.

c. You may not post or transmit any information, software or other material which violates or infringes upon the rights of others, including material which is an invasion of privacy or publicity rights or which is protected by intellectual property rights.

d. You may not post or transmit any information, software or other material which contains a virus or other harmful component.

e. You may not post, transmit or in any way exploit any information, software or other material for commercial purposes, or which contains commercial advertising.

Convoya, LLC reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in Convoya, LLC's sole discretion are objectionable or in violation of its Submission policies.

Under no circumstances will Convoya, LLC be required to treat any Submission as confidential (subject to Convoya, LLC's Privacy Policy then in effect), and will not be liable for any ideas for its business (including, without limitation, product ideas) and will not incur any liability as a result of any similarities that may appear in future Convoya, LLC operations.

You acknowledge that you are solely responsible for whatever material you submit, and you, not Convoya, LLC have full responsibility for the Submission, including its legality, reliability, appropriateness, originality, and copyright. Your communication of a Submission is in all respects subject to the Terms and Conditions, including without limitation those set forth in "Indemnification."

Links

The Services display links to other web sites that are not owned or maintained by Convoya, LLC and which contain information some people may find inappropriate or offensive. Convoya, LLC has not reviewed such web sites and is not responsible for the content thereof. The inclusion of a link to such web site does not imply endorsement by Convoya, LLC. Viewing of any web site linked to the Services is at your own risk.

Privacy Policy

Our current Privacy Policy is available at: [ http://www.convoya.com/privacy,] and is incorporated herein by reference. By using this web site, you expressly consent to certain disclosures of your personally identifiable and other personal information provided to you by us to third parties, and to use of your information by us and third parties, to the extent set forth in our current Privacy Policy, unless you otherwise notify us in accordance with the Privacy Policy.

Policies Concerning Claims of Infringement

It is the policy of Convoya, LLC to respond expeditiously upon receiving notice of claimed intellectual property infringement. Convoya, LLC will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act and other applicable intellectual property laws.

All notices of copyright infringement should be sent to:

Convoya, LLC, Attn.: Legal and Business Affairs Department, 1375 East 59th Street, Brookyn, New York 11234; Facsimile: (718) 856-5135; Email: info@convoya.com

Notices of copyright infringement should contain the following information:

a. A physical or electronic signature of a person authorized to act on behalf of the copyright owner that is allegedly infringed.

b. Identification of the copyrighted work claimed to have been infringed.

c. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit Convoya, LLC to locate the material.

d. The address, telephone number, or email address of the complaining party.

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.

f. A statement, under penalty of perjury, that the information in the notification is accurate, and that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Convoya, LLC reserves the right to remove and/or disable access from the Service to web pages of repeat infringers and reserves the right to terminate all account holders and subscribers who are repeat infringers of intellectual property laws.

Official Correspondence

Official correspondence must be sent by regular U.S. mail or by overnight courier to: Convoya, LLC, Attn.: Legal and Business Affairs Department, 1375 East 59th Street, Brookyn, New York 11234 .

Access and Interference

Our web site contains robot exclusion headers and you agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our Intellectual Property or any other content contained herein without our prior written consent. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Services. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure.

Access Outside the United States

Convoya, LLC makes no representation that the materials provided at this web site are appropriate or available for use in locations outside of the United States, its territories and possessions. If you use the Services from other locations, you are responsible for compliance with applicable local laws. Some software used in connection with the Services may be subject to export controls imposed by the United States and may not be downloaded or otherwise exported or re-exported: (a) into (or to a national of or resident of) any country to which the U.S. has placed an embargo, including without limitation, Cuba, Iran, Iraq, Libya, North Korea, Syria, or Yugoslavia; (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals list, or (c) the U.S. Commerce Department's Table of Denial Orders. If you download or use the Software, you represent and warrant that you are not located in, or under the control of, a national or any such country on any such list.

Termination

Either Convoya, LLC or you may terminate any rights granted hereunder at any time with or without cause, effective immediately. Convoya, LLC may terminate this agreement immediately without notice to you if, in its sole judgment, you breach any term or condition of this agreement. You may terminate any obligations granted hereunder by destroying: (a) all materials obtained from all Convoya, LLC websites, and (b) all related documentation and all copies, printouts, and installations. Notwithstanding the foregoing, any disclaimers of warranties and limitations of liability, as well as indemnification and governing law provisions shall survive any termination of this agreement.

Miscellaneous

These Terms and Conditions will be governed and be interpreted pursuant to the laws of the State of New York, United States of America, notwithstanding any principles of conflicts of law and you hereby consent to the jurisdiction of such courts. If any part of these Terms and Conditions is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions

Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. If we ask a third party to provide Services through this web site, the provisions of this agreement shall apply to your use of the Services, unless otherwise noted. We shall not be liable for any delay or failure to perform resulting directly or indirectly from any causes beyond our reasonable control. We may freely assign this agreement. Possible evidence of use of the Services for illegal purposes will be provided to law enforcement authorities. This is the entire agreement between the parties relating to the use of the Services. As noted above, Convoya, LLC may revise these Terms and Conditions at any time by updating this posting.

Copyright and Trademark Notices

All contents in this web site are Copyright © 2005 Convoya, LLC. All rights reserved.

Convoya is a trademark of Convoya, LLC. All other marks, not otherwise attributed, that appear throughout this web site belong to Convoya, LLC. and are protected by U.S. and international copyright and trademark laws. Any use of these marks without the express permission of Convoya, LLC is strictly prohibited.

August 2005