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Healthcare Association of New York State, Inc. (“HANYS”)

Terms of Use

This World Wide Web site's home page and all affiliated subsidiary home pages (the “HANYS Web site”) is a complimentary information and services site offered by the Healthcare Association of New York State, Inc. (“HANYS”) at no charge to users of the World Wide Web, with the express condition that these users agree to be bound by the terms and conditions set forth in the HANYS Terms of Use.HANYS reserves the right to change these terms and conditions at any time, without notice to you, and you must consult the most recent version of the HANYS Terms of Use (not an older cached version) each time you view the HANYS Web site.Use of the HANYS Web site constitutes your acceptance of all of the terms and conditions in the HANYS Terms of Use, in their current form or as modified.

1. ACCEPTANCE

By using the HANYS Web site or any products and services accessed through the HANYS Web site (collectively the “HANYS Network”), you agree, without limitation or qualification, to be bound by, and to comply with, these Terms and Conditions and any other posted guidelines or rules applicable to any individual HANYS Network web site, product or service. All such guidelines and rules are hereby incorporated by reference into the Terms and Conditions.

2. CONDITIONS AND RESTRICTIONS ON USE

Use of the HANYS Network is subject to compliance with these Terms and Conditions.You acknowledge and agree that HANYS may terminate your access to the HANYS Network or to any of the Products and Services should you fail to comply with the Terms and Conditions or any other guidelines and rules published by HANYS. Any such termination shall be in HANYS' sole discretion and may occur without prior notice, or any notice. HANYS further reserves the right to terminate any user's access to the HANYS Network or to any of the Products and Services for any conduct that HANYS, in its sole discretion, believes is or may be directly or indirectly harmful to other users, to HANYS or its subsidiaries, affiliates, or business contractors, or to other third parties, or for any conduct that violates any local, state, federal, or foreign laws or regulations.HANYS further reserves the right to terminate any user's access to the HANYS Network or to any of the Products and Services for any reason or for no reason at all, in HANYS' sole discretion, without prior notice, or any notice.

3. REGISTRATION AND PRIVACY

Certain portions of the HANYS Network will require the user to register and provide certain data. In consideration of use of such portions of the HANYS Network, in registering and providing such data, you represent and warrant that: (a) the information about yourself is true, accurate, current, and complete (apart from optional items) as required by various HANYS Network registration forms ("Registration Data") and (b) you will maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or HANYS has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, HANYS has the right to suspend or terminate your account and refuse any and all current or future use of the HANYS Network.

All HANYS Network registrations become the exclusive property of HANYS, its affiliates, and subsidiaries. HANYS reserves the right to use and reuse all registration and other personally identifiable user information subject to the HANYS Network Privacy Policy.Users may edit, update, alter, or obscure their personally identifiable information at any time by following the instructions located in the HANYS Network Privacy Policy and at individual HANYS Network sites.

4. RESPONSIBILITY FOR MINORS

In cases where you have authorized a minor to use the HANYS Network, you recognize that you are fully responsible for: (i) the online conduct of such minor; (ii) controlling the minor's access to and use of the HANYS Network; and (iii) the consequences of any misuse by the minor.

5.MEMBER AND USER CONDUCT

Upon registering at some of HANYS Network sites, you will receive a password and HANYS Network ID.You are responsible for maintaining the confidentiality of the password and ID, and are fully responsible for all activities that occur under your password or ID. You agree to (a) immediately notify HANYS 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. The HANYS Network cannot and will not be liable for any loss or damage arising from your failure to comply with this requirement.

You acknowledge and agree that all information, code, data, text, software, music, sound, photographs, pictures, graphics, video, chat, messages, files, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated.This means that you, and not HANYS, are entirely responsible for all Content that you upload, post, email, or otherwise transmit via the Services.The HANYS Network does not control the user or third-party Content posted via the HANYS Network, and, as such, does not guarantee the accuracy, integrity, or quality of such user or third-party Content.Under no circumstances will HANYS be liable in any way for any user or third-party Content, including, but not limited to, for any errors or omissions in any such Content, or for any loss or damage of any kind incurred as a result of the use of any such Content posted, emailed or otherwise transmitted via the HANYS Network. As a general matter, HANYS does not pre-screen user or third-party Content posted on the HANYS Network, except for certain areas where HANYS employs certain automated screening software, although HANYS reserves the right to do so.HANYS does not guarantee that any screening will be done to your satisfaction or that any screening will be done at all. HANYS reserves the right to monitor some, all, or no areas of the HANYS Network for adherence to these Terms and Conditions or any other rules or guidelines posted by HANYS.

6. PROHIBITED CONDUCT

You agree that you will not use the HANYS Network to:

You acknowledge and agree that the HANYS Network and its designees shall have the right (but not the obligation), in their sole discretion, to refuse to publish, remove, or block access to any Content that is available via the HANYS Network at any time, for any reason, or for no reason at all, with or without notice.Without limitation, HANYS and its designees shall have the right (but not the obligation), in their sole discretion, to refuse to publish, remove, or block access to any Content that violates the Terms and Conditions or is otherwise objectionable as determined by HANYS, in its sole discretion.HANYS may also terminate access to, or membership in, the HANYS Network, or any portion thereof, for violating these Terms and Conditions.You acknowledge and agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by or obtained through the use of the HANYS Network, including without limitation information in Chat, Message Boards, Clubs, and in all other parts of the HANYS Network.You expressly acknowledge and agree that HANYS may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms and Conditions; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of HANYS, its users and the public. You acknowledge and agree that the technical processing and transmission of the HANYS Network, 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. HANYS also may suspend or terminate any user account for any Product or Service because of user inactivity.For example, a HANYS Mail account may be terminated or suspended if a user fails to sign-in to the HANYS Mail Service for an extended period of time; please see the HANYS Mail Help section for more information regarding HANYS Mail's policies concerning account termination. What is considered "user inactivity" varies depending on the portion of the HANYS Network being used. If one of your accounts is suspended or terminated for inactivity, your right to use such portion of the HANYS Network immediately ceases.

7. LICENSE TO USER CONTENT

With respect to any other Content posted by or in connection with the HANYS Network, you grant HANYS a world-wide, royalty free, perpetual, license to use, copy, transmit, publicly display, publicly perform, create compilations including, create derivative works of, and distribute such Content to publish and promote such Content in connection with the particular HANYS Network product or service and to publish and promote such Content elsewhere within the HANYS Network. Such license shall apply with respect to any form, media, or technology now known or later developed.

8. DISCLAIMER OF WARRANTIES

THE HANYS NETWORK IS PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, HANYS DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE HANYS NETWORK.TO THE FULLEST EXTENT PERMITTED BY LAW, HANYS DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE HANYS NETWORK OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE HANYS NETWORK, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH THE HANYS NETWORK OR THROUGH ANY LINKS PROVIDED IN THE HANYS NETWORK. HANYS SIMILARLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE HANYS NETWORK. YOU EXPRESSLY UNDERSTAND AND AGREE THAT HANYS DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OR AVAILABILITY OF INFORMATION OR MATERIAL IN THE HANYS NETWORK. HANYS DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL.HANYS DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR MATERIAL THROUGH THE HANYS NETWORK, INCLUDING, WITHOUT LIMITATION, FOR HARM CAUSED BY VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. HANYS MAKES NO WARRANTY REGARDING THE RELIABILITY OR ACCESSIBILITY OF MEMBER WEB PAGES OR ANY STORAGE FACILITIES OFFERED BY HANYS. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE HANYS NETWORK 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 MATERIAL.

Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.

9. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL HANYS BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OF AND RELIANCE ON THE HANYS NETWORK. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES (EVEN IF HANYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE HANYS NETWORK, FROM INABILITY TO USE THE HANYS NETWORK, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE HANYS NETWORK (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE HANYS NETWORK OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE HANYS NETWORK, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE HANYS NETWORK OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE HANYS NETWORK. SUCH LIMITATION SHALL APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA.SUCH LIMITATION SHALL APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE HANYS NETWORK OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE HANYS NETWORK. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.SUCH LIMITATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. HANYS'ENTIRE LIABILITY, IF ANY, SHALL NOT EXCEED THE AMOUNT, IF ANY, PAID BY THE USER FOR ACCESS TO OR USE OF THE HANYS NETWORK. UNDER NO CIRCUMSTANCES SHALL HANYS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NON-PERFORMANCE OF THIRD PARTIES, OR LOSS OF OR FLUCTUATIONS IN HEAT, LIGHT, OR AIR CONDITIONING.

In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, the foregoing limitation may not apply to you.

10. DISCLAIMER REGARDING THIRD-PARTY CONTENT

The HANYS Network offers access to numerous third party web pages and content available over the Internet.In the overwhelming majority of instances, including, but not limited to, sites displayed as search results or contained within a directory of links, HANYS has no control whatsoever over the content of such sites. Third party content accessible through the HANYS Network from such sources is developed by people over whom the HANYS Network exercises no control. The search results that appear from the catalogs indexed by the HANYS Network's spiders or web robots are automated, and the HANYS Network cannot and does not screen the sites. Accordingly, the HANYS Network assumes no responsibility for the content of any site included in any search results or otherwise linked to the HANYS Network web sites or in any web page hosted for a third party within the HANYS Network. In instances where the HANYS Network does review the sites that are displayed in directories, indices, and/or references, or where the HANYS Network makes available directories, indices, and/or references of sites compiled by third parties, the content located at such sites was developed third parties, and review of such sites by HANYS, if any, is narrowly limited to that which is necessary for compiling the particular set of links.

11. STORAGE

Many features of the HANYS Network store information on behalf of users.Examples include, but are not limited to, email messages, , web pages, and message boards,.HANYS reserves the right, in its sole discretion, to limit the amount of storage space available per user or to delete materials stored for an excessive period while the user's account has been inactive.

12. HANYS MESSAGE BOARDS

Users of HANYS message boards are expected to adhere to the guidelines below and are expected not to engage in any of the Prohibited Conduct described above. Any user failing to comply with these Terms and Conditions may be expelled from a message board by a HANYS moderator or host, and HANYS may terminate or restrict such user's HANYS Network accounts. In addition, HANYS may remove any Content that violates these Terms and Conditions or is otherwise objectionable, in HANYS' sole discretion.No child under the age of 13 may participate in HANYS Message Board offered throughout the HANYS Network.Please read all the Prohibited Conduct described above before using the HANYS Message Board, and keep in mind the following when using the HANYS Message Board services:

Violations of these Terms and Conditions in connection with the use of HANYS Message Board should be reported to:

General Counsel
HANYS
One Empire Drive
Rensselaer, New York 12144
info@HANYS.org

Please read the entire Terms and Conditions as all HANYS Network properties, products and services are subject to these Terms and Conditions.

13. DISCLAIMER REGARDING MULTIMEDIA (PICTURES, MOVIES, STREAMS AND SOUNDS LOCATED THROUGH THE HANYS NETWORK)

Pictures, movies, streams, and sounds (the "Multimedia Content") located through the HANYS Network are protected by copyright and/or other intellectual property laws. HANYS does not have the right to authorize you to reproduce, distribute, publicly display, publicly perform, or create derivative works from any files containing such Multimedia Content. Where Multimedia Content links to sites outside the HANYS Network, all of the Multimedia Content contained on such sites is owned and served by entities other than HANYS. The HANYS Network provides you with the URL or address of the Multimedia Content; this information may be used to determine the server of the Multimedia Content. If you intend to make use of any Multimedia Content accessed through the HANYS Network for commercial or noncommercial purposes, HANYS strongly suggests that you contact the server of the Multimedia Content for permission to use the Multimedia Content.

14. PROFESSIONAL INFORMATION DISCLAIMER

The HANYS Network makes available certain information provided by third parties related to various professional fields such as medicine, law, and accounting. The HANYS Network does not give advice in any such fields and in no way endorses any of the information provided in this manner. IF YOU INTEND TO USE ANY SUCH INFORMATION, YOU SHOULD CAREFULLY RE-READ THE CAPITALIZED WORDS SET FORTH ABOVE IN THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.Those provisions will have special importance for you.All information made available through the

HANYS Network is made available subject to The HANYS Network' Terms and Conditions, including the Disclaimer of Warranties and Limitation of Liability set forth above.

THE HANYS NETWORK STRONGLY SUGGESTS THAT YOU SEEK ADVICE FROM A COMPETENT PROFESSIONAL REGARDING ISSUES IN ANY PROFESSIONAL FIELD.

15. ADVERTISERS AND CONTENT LINKED TO THE HANYS NETWORK

HANYS may provide, or third parties may provide, links to other sites or resources located on the World Wide Web by allowing a user to leave the HANYS Network to access third-party material or by bringing the third party material into this site via "inverse" hyperlinks and framing technology. HANYS has no control over such sites and resources.You acknowledge and agree that HANYS 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 HANYS 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. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the HANYS Network, 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 HANYS 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 HANYS Network.HANYS encourages you to exercise discretion while using the HANYS Network to browse the Internet.HANYS may produce automated search results or otherwise link you to sites containing information that some people may find inappropriate or offensive.HANYS makes no representations concerning any effort to review the content of any of the sites listed in automated search results, Web Guides or other directories, or of any of the sites otherwise linked to the HANYS Network web sites.HANYS shall not be held responsible for the accuracy, copyright or trademark compliance, legality, or decency of material contained in sites listed in the HANYS Network' search results or otherwise linked to the HANYS Network web sites or provided to the HANYS Network by third parties.

16. NO LICENSE; INTELLECTUAL PROPERTY OF HANYS AND OTHERS

Except as expressly provided, nothing within the HANYS Network shall be construed as conferring any license under any of the HANYS Network's or any third party's intellectual property rights, whether by estoppel, implication, waiver, or otherwise.Without limiting the generality of the foregoing, you acknowledge and agree that certain Content available through and used to operate the HANYS Network is protected by copyright, trademark, patent, or other proprietary rights of HANYS and its affiliates, licensors, and service providers. Except as expressly provided to the contrary, you agree not to modify, alter, or deface any of the trademarks, service marks, or other intellectual property made available by HANYS in connection with the HANYS Network. You agree not to hold yourself out as in any way sponsored by, affiliated with, or endorsed by HANYS, any of HANYS' affiliates, or any of HANYS' service providers. You agree not to use any of the trademarks or service marks or other Content accessible through the HANYS Network of any purpose other than the purpose for which such Content is made available to users by HANYS. You agree not to defame or disparage HANYS, the trademarks or service marks of HANYS and its parents, subsidiaries, and affiliates, or any aspect of the HANYS Network. You agree not to adapt, translate, modify, decompile, disassemble, or reverse engineer the HANYS Network or any software or programs used in connection with the HANYS Network.

17. INDEMNITY AND RELEASE

By using the HANYS Network web sites, you agree to indemnify HANYS and its parents, subsidiaries, affiliates, officers, and employees and hold them harmless from any and all claims and expenses, including attorney's fees, arising from your use of the HANYS Network web sites, your use of any products and services, or your submission of ideas and/or related materials to HANYS or from any person's use of any account or password you maintain with any portion of the HANYS Network,

regardless of whether such use is authorized by you. By using the HANYS Network, using any products and services, or submitting any ideas and/or related materials to HANYS, you are hereby agreeing to release HANYS and its parents, subsidiaries, affiliates, officers, and employees from any and all claims, demands, debts, obligations, damages (actual or consequential), costs, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed, or undisclosed, that you may have against them arising out of or in any way related to such disputes and/or to the HANYS Network or to any disputes regarding use of ideas and/or related materials submitted to HANYS. YOU HEREBY AGREE TO WAIVE ALL LAWS THAT MAY LIMIT THE EFFICACY OF SUCH RELEASES.

18. LIMITATION OF ACTIONS

You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, or relating to, your use of the HANYS Network must be filed within one (1)year after such claim or cause of action arises, or forever be barred.

19. ARBITRATION, GOVERNING LAW AND FORUM FOR DISPUTES

Unless expressly stated to the contrary elsewhere within the HANYS Network, all legal issues arising from or related to the use of the HANYS Network shall be construed in accordance with, and all questions with respect thereto shall be determined by, the laws of the State of New York applicable to contracts entered into and wholly to be performed within said state. Any controversy or claim arising out of or relating to these Terms and Conditions or any user's use of the HANYS Network shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Albany, New York, and judgment on the arbitration award may be entered into in any state or federal court in New York having jurisdiction thereof. Any party seeking temporary or preliminary injunctive relief may do so in any state or federal court in New York having jurisdiction thereof. Except as set forth above, the state and federal courts of New York shall be the exclusive forum and venue to resolve disputes arising out of or relating to these Terms and Conditions or any user's use of the HANYS Network. By using the HANYS Network and thereby agreeing to these Terms and Conditions, users consent to personal jurisdiction and venue in the state and federal courts in New York with respect to all such disputes.

20. CHANGES IN TERMS AND CONDITIONS AND CHANGES IN PRODUCTS AND SERVICES

HANYS reserves the right to modify any product and service from time to time, for any reason, and without notice, including the right to terminate any product or service or the HANYS Network. HANYS reserves the right to modify these Terms and Conditions from time to time, without notice. Please review these Terms and Conditions from time to time so you will be apprised of any changes.

21. MERGER

These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter contained herein and supersedes any other agreement, proposals and communications, written or oral, between HANYS' representations and you with respect to the subject matter hereof; except that any other terms and conditions located on any individual HANYS Network web site or in connection with the any individual products and services are incorporated herein by reference to the extent they do not conflict with these Terms and Conditions. To the extent that any other terms and conditions or terms of service conflict with these Terms and Conditions, those other provisions shall control with respect to the use of the particular web site and any products or services available on or through the web site or the respective product or service at which those other provisions may be found.

22. NON-WAIVER AND SEPARABILITY

HANYS' failure to exercise any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If a court of competent jurisdiction holds any provision of these Terms and Conditions 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 agree that the other provisions of these Terms and Conditions remain in full force and effect.

23. RELATIONSHIP OF PARTIES

You acknowledge and agree that you and HANYS are independent contractors under these Terms and Conditions, and nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party pursuant to these Terms and Conditions has authority to enter into agreements of any kind on behalf of the other and neither party shall be considered the agent

of the other.

24. NO RESALE, ASSIGNMENT, OR SUBLICENSING

You agree not to resell, assign, sublicense, otherwise transfer, or delegate your rights or obligations under these Terms and Conditions without prior express written authorization of HANYS.

25. SUCCESSORS AND ASSIGNS

Without in any way limiting the prohibition on your resale, assignment,

sublicensing, or other transfer of rights or obligations, these Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.

26. TERMINATION; SURVIVAL

These Terms and Conditions shall continue in effect for as long as you use the HANYS Network, unless specifically terminated earlier by HANYS. All provisions of these Terms and Conditions which impose obligations continuing in their nature shall survive termination of these Terms and Conditions.

27. COMMUNICATIONS WITH USERS

HANYS reserves the right to communicate with you regarding your use of the HANYS Network.

28. VIOLATIONS OF TERMS AND CONDITIONS

Should you violate these Terms and Conditions or any other rights of HANYS and the HANYS Network, HANYS reserves the right to pursue any and all legal and equitable remedies against you, including, without limitation, terminating any and all user accounts on any and all of the HANYS Network web sites. If you are aware of any violations of these Terms and Conditions, please report them to:

HANYS
One Empire Drive
Rensselaer, NY 12144
Email Address: info@hanys.org