1. ACCEPTANCE OF TERMS
Welcome to CityAthletes. CityAthletes provides its service to you, subject to the following Terms of Service ("TOS"), which may be updated by us from time to time without notice to you, and all applicable laws and regulations. You can review the most current version of the TOS at any time at: http://cityathletes.com/terms.php. In addition, when using particular CityAthletes services, you and CityAthletes shall be subject to any posted guidelines or rules applicable to such services, which may be changed from time to time. All such guidelines or rules are hereby incorporated by reference into the TOS.

2. DESCRIPTION OF SERVICE
CityAthletes currently provides users with access to a rich collection of resources, including information, directories, various communications tools, forums, shopping services, personalized content and branded programming through its website (the "Service"). You understand that you cannot demand benefits, services or privileges not provided in association with CityAthletes.

You also understand and agree that the Service may include advertisements and that these advertisements are necessary for CityAthletes to provide the Service. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new CityAthletes properties, shall be subject to the TOS.

You understand and agree that the Service is provided "AS-IS" and that CityAthletes assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. Moreover, CityAthletes assumes no responsibility for the accuracy, reliability or originality of the content posted on the CityAthletes.com website.

You are responsible for obtaining access to the Service and that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Service.

3. CITYATHLETES MEMBERSHIP POLICY
All CityAthletes memberships are subject to our Membership Agreement. For the complete agreement, see http://cityathletes.com/membership_agreement.php.

4. CITYATHLETES PRIVACY POLICY
Registration Data and certain other information about you are subject to our Privacy Policy. For more information, see our full privacy policy at http://cityathletes.com/privacy.php.

5. USER CONDUCT
The content and software on the CityAthletes web site may be used as an information, entertainment, registration, community, and shopping resource. You may view, copy, download, and print for personal use only any CityAthletes-owned content provided that the following conditions are met:
(i) content may be used only for non-commercial, informational purposes and may not be posted or distributed.
(ii) the content may not be modified.
(iii) copyright, trademark and other proprietary notices may not be removed. This permission does not extend to materials owned by CityAthletes licensors. Any use of the CityAthletes web site content not described herein is strictly prohibited.

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. You are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Service. CityAthletes does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will CityAthletes be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service. You agree to not use the Service to:
(a) upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
(b) harm minors in any way;
(c) impersonate any person or entity, including, but not limited to, a CityAthletes official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
(e) upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(f) upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
(g) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation for any reason whatsoever;
(h) upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(i) disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
(j) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
(k) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
(l) "stalk" or otherwise harass another;
(m) collect or store personal data about other users;
(n) duplicate, download, publish, modify or otherwise distribute the material on the CityAthletes web site unless expressly stated in this TOS agreement or the Membership Agreement; or
(o) copy, reproduce or distribute the design or fault of the CityAthletes web site, the CityAthletes logo or other design elements or software unless expressly stated in this TOS agreement or the Membership Agreement.

6. SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

7. USE OF CONTENT
CityAthletes is not responsible for any of the Content posted on the CityAthletes.com web site, including but not limited to the discussion messages, classified ads, articles, photos, events, clubs, clubs, leagues, facilities, or business listings. CityAthletes makes no claims as to the accuracy, reliability, or originality of the above-mentioned posted Content. You acknowledge that CityAthletes does not pre-screen Content, but that CityAthletes and its designees shall have the right (but not the obligation) in their sole discretion to refuse or move any Content that is available via the Service. Without limiting the foregoing, CityAthletes and its designees shall have the right to remove any Content that violates this TOS agreement or the Membership Agreement or is otherwise objectionable. You 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 CityAthletes or submitted to CityAthletes, including without limitation information in the CityAthletes Community, News, or Directory sections, and in all other parts of the Service.

CityAthletes does not claim ownership of Content you submit or make available for inclusion on the Service. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the Service, you grant CityAthletes the following world-wide, royalty free and non-exclusive license(s), as applicable:
a. With respect to Content you submit or make available for inclusion on publicly accessible areas of CityAthletes.com the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the Service solely for the purposes of providing and promoting the specific CityAthletes.com to which such Content was submitted or made available. This license exists only for as long as you elect to continue to include such Content on the Service and will terminate at the time you remove, or you ask CityAthletes to remove, or CityAthletes removes such Content from the Service.
b. With respect to photos, graphics, audio or video you submit or make available for inclusion on publicly accessible area of the Service other than CityAthletes.com, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the Service solely for the purpose for which such Content was submitted or made available. This license exists only for as long as you elect to continue to include such Content on the Service and will terminate at the time you remove, or you ask CityAtletes to remove, or CityAthletes removes such Content from the Service.
c. With respect to content other than photos, graphics, audio or video you submit or make available for inclusion on publicly accessible areas of the Service other than CityAthletes.com, the perpetual, irrevocable and fully sub licensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content (in whole or in part) and to incorporate such Content into other works in any format or medium now known or later developed. "Publicly accessible" areas of the Service are those areas of the CityAthletes network of properties that are intended by CityAthletes to be available to the general public and/or CityAthletes members.

8. PRESERVATION AND DISCLOSURE OF CONTENT
You acknowledge and agree that CityAthletes 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 this agreement or the Membership Agreement;
(c) respond to claims that any Content violates the rights of third-parties or;
(d) protect the rights, property, or personal safety of CityAthletes, its users and the public. you understand that the technical processing and transmission of the Service, including your Content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.

9. INDEMNITY
You agree to indemnify and hold CityAthletes, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, employees, and third party companies participating in the CityAthletes Membership Card (Membership Card) Program harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of the use of the Content you submit, post, transmit or make available through the Service, your use of the Content or Service, your correspondence with other members online or offline, your connection to the Service, your violation of the TOS, your violation of any rights of another, or your use or your connection to the Membership Card you received as part of your All-Star Team Membership. Your obligation to indemnify any Indemnified Party will survive termination of this Agreement by either party for any reason. CityAthletes may, at CityAthletes’ option, conduct the defense in any such third party action as described herein and you agree to fully cooperate in such defense.

10. NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

11. GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that CityAthletes may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that classifieds, discussion board postings or other uploaded Content will be retained by the Service, the maximum number of email messages that may be sent from or received by an account on the Service, the maximum size of any email message that may be sent from or received by an account on the Service, the maximum disk space that will be allotted on CityAthletes' servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that CityAthletes has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Service. You acknowledge that CityAthletes reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that CityAthletes reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

12. MODIFICATIONS TO SERVICE
CityAthletes reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that CityAthletes shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

13. TERMINATION
You agree that CityAthletes, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Service, and remove and discard any Content within the Service, for any reason, including, without limitation, for lack of use or if CityAthletes believes that you have violated or acted inconsistently with the letter or spirit of the TOS. CityAthletes may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this TOS agreement or the Membership Agreement may be effected without prior notice, and acknowledge and agree that CityAthletes may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that CityAthletes shall not be liable to you or any third-party for any termination of your access to the Service.

You may cancel any Service Upgrades or your Account at any time by sending an email to info@cityathletes.com. Upon receipt of your email, you will receive an email confirming your cancellation. CityAthletes will not refund any remaining portion of your pre-paid fees when you cancel. Upon termination of your Account for any reason, you shall remain liable for and CityAthletes reserves the right to (a) collect all charges, fees, commitments and obligations incurred or accrued by you; (b) delete your Content, listings, messages or other information in connection with your account; (c) prohibit your access to your Account, including without limitation by deactivating your password; and (d) refuse your future access to the Service. In no event shall CityAthletes be required to refund, redeem, or pay amounts to you upon termination of Service.

14. DEALINGS WITH ADVERTISERS
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, 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 CityAthletes 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 Service.

15. LINKS
The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because CityAthletes has no control over such sites and resources, you acknowledge and agree that CityAthletes 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 CityAthletes 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.

16. HEALTH DISCLAIMER
CityAthletes.com provides sports, health, and fitness advice, information and content published over the Internet only to assist users in their sport(s). CityAthletes.com is not a medical organization and its staff cannot give you medical advice or diagnosis. Nothing contained in this web site should be construed as such advice or diagnosis. The information and reports generated by us and posted by our members should not be interpreted as a substitute for physician consultation, evaluation, or treatment. You are urged and advised to seek the advice of a physician before beginning any workout regimen. The web site information in regards to physical activity schedules are not intended for use by minors, pregnant women, or individuals with any type of health condition. Such individuals are specifically warned to seek professional medical advice prior to initiating any form of workout regimen.

17. CITYATHLETES' PROPRIETARY RIGHTS
You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by CityAthletes or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part. CityAthletes grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by CityAthletes for use in accessing the Service.

18. LIMITATION OF LIABILITIES; DISCLAIMER OF WARRANTIES
CITYATHLETES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM (A) THE USE OR THE INABILITY TO USE THE CITYATHLETES.COM WEBSITE OR THE CITYATHLETES MEMBERSHIP CARD OR (B) FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR (C) RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH CITYATHLETES OR (D) RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE, EVEN IF CITYATHLETES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU EXPRESSLY AGREE THAT USE OF CITYATHLETES IS AT YOUR SOLE RISK. CITYATHLETES IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CITYATHLETES EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CITYATHLETES EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b. CITYATHLETES MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
c. ANY MATERIAL 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 DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CITYATHLETES OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
e. YOUR PARTICIPATION IN ANY EVENTS OR ACTIVITIES LISTED ON OR AFFILIATED WITH THE CITYATHLETES WEB SITE IS AT YOUR SOLE RISK. CITYATHLETES DISCLAIMS RESPONSIBILITY FOR ANY AND ALL DAMAGES RESULTING FROM SUCH PARTICIPATION.
f. YOUR ONLINE AND OFFLINE CORRESPONDENCE WITH CITYATHLETES MEMBERS FOUND ON THE CITYATHLETES WEB SITE IS AT YOUR SOLE RISK. CITYATHLETES DISCLAIMS RESPONSIBILITY FOR ANY AND ALL DAMAGES RESULTING FROM SUCH COMMUNICATIONS AND URGES YOU TO USE SOUND JUDGMENT AS YOU ARE RESPONSIBLE FOR YOUR CONDUCT.

19. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 19 AND 20 MAY NOT APPLY TO YOU.

20. NOTICES
Notices to you may be made via either email or regular mail. The Service may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to you generally on the Service.

21. TRADEMARK INFORMATION
CityAthletes, the CityAthletes.com logo, the CityAthletes membership card, City Athletes, Corp., and other CityAthletes logos and product and service names are trademarks of CityAthletes, Corp. (the "CityAthletes Marks"). Without CityAthletes' prior permission, you agree not to display or use in any manner, the CityAthletes Marks.

22. COPYRIGHTS and COPYRIGHT AGENTS
All content on the CityAthletes web site, including text, graphics, logos, link icons, button icons, images, audio clips and software, as well as the compilation, arrangement, and display of such, is the property of CityAthletes or its content suppliers and protected by U.S. and international copyright laws.

CityAthletes respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide CityAthletes' Copyright Agent the following information:
1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
3. a description of where the material that you claim is infringing is located on the site;
4. your address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
6. a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

CityAthletes' Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
By email:
S.K.Panda
info@cityathletes.com

22. GENERAL INFORMATION
The TOS and Membership Agreement constitute the entire agreement between you and CityAthletes and govern your use of the Service, superceding any prior agreements between you and CityAthletes. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software. The TOS and Membership Agreement and the relationship between you and CityAthletes shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and CityAthletes agree to submit to the personal and exclusive jurisdiction of the courts located within the county of San Francisco, California. The failure of CityAthletes to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction 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 the other provisions of the TOS remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the TOS are for convenience only and have no legal or contractual effect.