TERMS OF USE

The provisions set forth in these Terms of Use constitute a binding agreement (the “Agreement”) between TriLatino Triathlon Club, Inc., a New York not-for-profit corporation (hereafter referred to as “TriLatino” or by any variation of the pronoun “we”), and each person (“you”) who accesses, visits or otherwise uses our website having the uniform resource locator “www.trilatino.org” and any other website owned or controlled by us (collectively, the “Site”). We reserve the right (but disclaim any obligation) to update, add to, delete from, or otherwise amend or modify this Agreement at any time without prior notice. Accordingly, you agree also to review the Agreement whenever you access, visit or otherwise use any portion of the Site. If you do not agree to these terms, please immediately direct your web browser or other means of accessing the Site away from the Site, and cease all access, visit and other use of the Site. Your access, visit or other use of the Site constitutes your promise to TriLatino to follow and be bound by the Agreement, and constitutes your further agreement and acknowledgment that TriLatino is relying and shall rely on such promise and that such reliance is reasonable. TriLatino may deny you access to the Site, if in its sole judgment you fail to comply with any term or provision of the Agreement.

Internet Commerce
From time to time the Site may include Internet commerce functionality by which goods may be purchased from us. We reserve the right to refuse any order you place with us for any reason, and/or to limit or cancel quantities purchased on any basis that we may determine without restriction. If we change or cancel an order, we will attempt to notify you by the contact information you provide us when you placed your order on the Site. Any such commercial transaction may be governed by additional terms set forth elsewhere on this Site, to which you also agree to be bound.

Changes to Site
TriLatino may from time to time and at any time in its sole discretion make changes to this Agreement and other elements of the Site, including (but not limited to) additions, deletions and other modifications to content, functionality, look and feel and in any other respect, in each case without having to first give you notice thereof. TriLatino may at any time or from time to time suspend or discontinue the Site, change or transfer its domain name/s, add, modify, suspend or discontinue any service or product offered on or through the Site, in each case without having to first give you notice thereof. If at any time there is no charge to you to access, visit or otherwise use the Site, or if there is such a charge, TriLatino may implement, increase or waive any such charge, in each case without having to first give you notice thereof, and in each case TriLatino may determine to set different use rates for various purposes or types of user to the extent not prohibited by any applicable law. Differently situated users may be permitted different uses of the Site, and any such use shall be subject to all of TriLatino’s reserved rights with respect to the Site. We shall not be liable to you or to any other person for any exercise of the foregoing rights of ours, or any other rights of ours in respect of our Site. Notwithstanding anything to the contrary herein or elsewhere set forth, TriLatino shall have no, and hereby disclaims, any duty to update, change, alter, modify or otherwise amend the Site or any Content (defined below).

Ownership and Use
Your access, visit or other use of the Site, in any form or manner, and our consent thereto, shall not be deemed to give you any current or continuing or future right to access, visit or otherwise or use the Site, or any right, title or interest in or to the Site, the domain name/s of the Site, or any of the content, functionality or materials on the Site, including (but not limited to) text, videos, audio recordings, images of any kind or nature, designs, source code, object code and any other code, and any other materials or content (the "Content"). All copyrights, trademarks, trade names, and other intellectual and other property rights of any kind or nature in or to or otherwise in respect of any of the Site or the Content, are the sole and exclusive property of and are owned solely by, or are licensed by a third party licensor to, TriLatino and you have no, nor shall you have any, right title or interest therein or thereto.
The Site and the Content are solely for your personal, non-commercial use (other than any permitted purchase by you on or through our Site of products or services offered by us). You may download or copy the Content and other downloadable materials displayed on the Site only for your personal use that is neither public nor commercial; provided, however, that no such download or copy shall be deemed to transfer to you any right, title or interest in or to the Site or any Content. Except to the extent expressly permitted by the immediately preceding sentence or elsewhere herein, you shall have no right to, and you shall not, reproduce, publish or display in any forum, distribute by any means, or alter in any manner the Site or any Content. You have no right to, and you shall not, create any derivative works from any of our Content other than for personal use that is neither made public nor commercially exploited or transferred to any other person.

User Submissions
Unless expressly requested or permitted by TriLatino, TriLatino shall not accept or consider any user submissions to, respecting, or by means of, the Site concerning TriLatino’s personnel, property, purposes, operations or activities, including (but not limited to) the use, functionality, and look and feel of the Site or the substance or form of any Content. If for any reason (with or without any such express request) you submit any feedback, Submission, chat room discussion, virtual forum contribution, idea, design, drawing, suggestion, business plan, proposal or any other submission in respect thereof (each, a “Submission”) without our express request or permission, you agree and hereby represent and warrant: (i) that by doing so you shall thereby transfer to us (without any further action being required by any party, without restriction or condition and without TriLatino being required to give any notice or consideration, credit or publicity of any kind to you or any third party) all right, title and interest therein and thereto, (including, but not limited to, all copyrights, moral rights, trademarks, trade names, trade dress and other intellectual property rights and all other rights and indicia of ownership in respect thereof, including (but not limited to) the right to copy, publish, distribute, edit, modify, or create derivative works from and otherwise use in any manner or by medium of the same); and (ii) that you have the right and authority to make such Submission and to effect such transfer. TriLatino shall not have any duty to maintain all or any portion of any Submission in confidence or to respond to any of Submission. TriLatino has the right (but not the obligation) to monitor, edit, remove, and/or replace, in its sole discretion, all Submissions from any or all persons.
Without limiting the generality of anything else herein, you represent and warrant to TriLatino that: your Submissions will not violate any right of any third party (including, but not limited to) copyrights and trademark, privacy and other rights); that they shall not in any way be libelous or otherwise unlawful; that they shall not contain any material that is abusive or offensive to any other person or group, or in any way disparage any individual or group based on her, his, its or their race, ethnicity, national origin, religious beliefs or practices, gender, sexual orientation, physical or mental or emotional challenge, or political beliefs or opinions; that they shall not contain any computer virus or other malware; and that they shall not disparage TriLatino, its personnel, its charitable purposes or its activities. You hereby assume all responsibility for any Submission you make and acknowledge that TriLatino shall in no way be or be deemed to be responsible or to assume any liability therefor.

Your Personal Information
You hereby represent and warrant that all information pertaining to your identity and contact information and all other personal information that you may submit to or through the Site shall be true and complete in all material respects and shall not omit any information required to be included therein to make such information not misleading, nor otherwise be misleading. All such Submissions are governed by our Privacy Policy which can be read by navigating to the appropriate link entitled, “Privacy Policy,” on the Site, the terms of which are hereby incorporated into and made part of these Terms of Use.

Links to Third-Party Websites
From time to time we may include links on our Site to third-party websites that are not under our control. You acknowledge and understand that we do not, nor can we, take any responsibility for any aspect of any such website, that the same are offered for general informational purposes and convenience of reference only and not as an endorsement of any third-party service or product nor as any endorsement of any cause that any such website may support.

Accuracy of Product Images and Descriptions
Occasionally information on our Site may contain typographical errors, omissions and inaccuracies of various kinds. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information or cancel orders if any information on the Site is inaccurate at any time without prior notice (including after you have submitted your order). With respect to product that may be sold on the Site, while we have endeavored to ensure that the visual presentation thereof is portrayed accurately, we cannot guarantee that your computer monitor’s display will be accurate. You agree to not hold us responsible for any such inaccuracies, and hat all terms applicable to sales on the Site will be interpreted accordingly.

Indemnification
Your accessing, visiting or otherwise using the Site constitutes your irrevocable agreement and undertaking to hold harmless and to defend and indemnify TriLatino and all of its officers, directors, trustees, accountants, attorneys, coaches employees, consultants, and other representatives and personnel (collectively, “Personnel”) from and against any and all claims, damages, losses, costs, expenses, obligations and other liabilities of any kind (including, but not limited to) attorneys' fees, arising out of or related to any such access, visit, or use and/or your breach of any representation, warranty, undertaking, covenant, promise or other provision hereof, to the greatest extent not prohibited by law.

Dispute Resolution Procedure
Before either you or TriLatino may initiate any litigation, arbitration, mediation, other filing of a claim or grievance, or other dispute resolution proceeding involving any governmental or other third party, if there ever exists a dispute between you and TriLatino (or any of its Personnel) arising out of or related to any transaction conducted on, or other access, visit or use of, the Site (including, but not limited to, any Submission by a third party to the Site), or any breach of this Agreement, the party who would otherwise desire to initiate any such proceeding (the “Disputing Party”) hereby covenants to not do so without first attempting, in good faith, to resolve any such dispute with the other party in accordance with the following procedure: the Disputing Party shall first provide written notice (“Dispute Notice”) setting forth the nature of the dispute and the preferred means to contact the Disputing Party. Beginning not later than ten (10) days after the actual receipt of such notice by the other party, the parties shall attempt in good faith to negotiate, for period of up to thirty (30) days, between themselves a mutually agreeable resolution of the dispute. The foregoing procedure is a necessary condition precedent to any Disputing Party initiating any litigation, arbitration, mediation, other filing of a claim or grievance or other proceeding in any legal, administrative, equitable or other forum against the other party. Any such Dispute Notice shall be sent by the Disputing Party by registered mail or nationally recognized overnight courier as follows: if to TriLatino, to its principal address set forth on the “Contact Us” section of the Site; and if to you, to any address you may have provided in connection with any use of the Site or, if none, to any other address that TriLatino may otherwise have on record for you, if none, to any address TriLatino may be able without unreasonable effort to obtain for you, provided that TriLatino need not extend such efforts for more than thirty (30) days.

Miscellaneous
This Agreement shall be governed by the laws of the State of New York, without regard to its conflicts of laws provisions. Subject to the preceding section of this Agreement entitled “Dispute Resolution Procedure,” disputes arising under this Agreement shall be resolved exclusively in the state or federal courts located in New York County, in the State of New York. If any provision of this Agreement is deemed by a court of competent jurisdiction to unenforceable or invalid in any respect, such provision shall be severed and the remaining portions of this Agreement shall remain in full force and effect. This Agreement constitutes the entire understanding and agreement between you and TriLatino relating to its subject matter. Subject to TriLatino’s reserved rights to update, alter, change, modify, add to, delete from or otherwise amend this Agreement, no condition herein at any time then in effect may be waived, and no other provision at any time then in effect may be amended, except by a writing signed by TriLatino.
Termination
All obligations of the parties hereunder in effect prior to any termination hereof, or any suspension or removal of the Site from the Internet or any intranet shall survive such termination, suspension or removal for all purposes.