Last Updated: June 24, 2020
THESE TERMS GOVERN THE USE OF THIS SITE. PLEASE READ THEM CAREFULLY BEFORE ACCESSING THE SITE. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT ACCESS THE SITE.
Acceptance of Terms
Unauthorized use of Company's Sites including, but not limited to, unauthorized entry into Company's systems, or misuse of any information posted on a Company Site is strictly prohibited. Company makes no representation that the products and services described on the Site are available in all countries. Your eligibility for particular products and services is subject to final determination by Company.
Changes to the Terms
Company reserves the right to change these Terms from time to time. You should periodically check the effective date at the top of this webpage to be sure that you are viewing the most recent version of the Terms and the important information that it includes. All changes to the Terms shall be effective upon posting. Your continued use of the Site after any changes to these Terms constitutes your agreement to be bound by any such changes. Company may terminate, suspend, change, or restrict access to all or any part of the Site without notice or liability.
The Site contains material, such as software, text, graphics, images, sound recordings, audiovisual works, desktop, mobile, or other applications for download, and other material provided by or on behalf of Company (collectively, "Content"). The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under these Terms. No other use is permitted without prior written consent from us. You must not remove or alter copyright or other proprietary notices contained in the original Content, and if Company allows you to sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, or distribute the Content, you must include those proprietary notices without alteration. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose without the express written permission of Company. The use or posting of the Content on any other Site, public or private electronic retrieval system, or in a networked computer environment for any purpose is expressly prohibited.
Company makes no claims concerning whether the Content may be downloaded or is appropriate for use outside of the United States. If you access the Site from outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
If you violate any part of these restrictions, your permission to access and/or use the Content and Site automatically terminates and you must immediately destroy any copies you have made of the Content.
The trademarks, service marks, and logos of Company (the " Company Trademarks") used and displayed on the Site are registered and unregistered trademarks or service marks of Company. Other company, product, and service names located on the Site may be trademarks or service marks owned by others (the "Third-Party Trademarks", and, collectively with Company Trademarks, the "Trademarks"). Nothing on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Company Trademarks inures to Company's benefit.
Elements of the Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content for the Site may be retransmitted without our express, written consent for each and every instance.
Use of Personal Information
While we endeavor to ensure that the Site is normally available, we shall not be liable if for any reason the Site is unavailable at any time or for any period. Access to the Site may be suspended temporarily and without notice in the case of system failure, legal requirements, maintenance or repair or for reasons beyond our control.
The Site may contain links to third-party Sites ("External Sites"). These links are provided solely as a convenience to you and not as an endorsement by us of the content and/or services on such External Sites, which are provided by third parties. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content and/or services located on such External Sites. We are not responsible for the content and/or services provided via any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all Sites to protect your computer from viruses and other destructive programs. External Sites may have a privacy statement different from Company 's Privacy Statement, and the External Site may provide less security than the Site. If you decide to access linked External Sites, you do so at your own risk.
In using the Site, you agree:
to use the Site and the Content only for lawful purposes,
not to disrupt or interfere with the security of, or otherwise abuse, the Site, or any services, system
resources, accounts, servers or networks connected to or accessible through the Site or affiliated or linked Sites;
not to disrupt or interfere with any other user's enjoyment of the Site or affiliated or linked Sites
not to upload, post or otherwise transmit through or on the Site any viruses, worm, Trojan horse, malware,
program, code or other harmful, disruptive or destructive files;
not to use a robot, spider, script, or any means to extract, download, index, mine, scrape, or circumvent the operation or intended use of the Site;
not to use the Site to submit or share any offensive, indecent, hateful, racist, sexist, pornographic, or otherwise inappropriate material;
not to violate the privacy or publicity rights or infringe upon the intellectual property or other proprietary rights of third parties
not to use the Site to make unsolicited offers or requests, advertisements, or send spam
not to use or attempt to use or access another person's product, account or personal information, or create or use a false identity on the Site; and
not to attempt to obtain unauthorized access to the Site or portions of the Site that are restricted from general access.
You are prohibited from any use of the Site or Content that would give rise to liability to Company or otherwise violate any applicable local, state, national or international law or regulation.
Company has no obligation to monitor the Site; however, you acknowledge and agree that Company has the right to view, monitor and/or record the Site and Site activity electronically or otherwise, without notice to or permission from you. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible illegal activity on the Site. Company may also comply with all court orders as well as all law enforcement and regulatory inquiries involving requests for such information.
Company may, in its sole and absolute discretion (i) delete and/or take down any material from the Site, (ii) disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, (iii) operate the Site, and (iv) take any steps that it deems necessary or appropriate to protect itself and/or users of the Site.
The Site may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Site.
Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Site, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose/according to your account settings.
You represent and warrant that:
You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
All of your User Contributions do and will comply with these Terms.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.
We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Site.
Reliance on Information Posted
The information presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.
This Site may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
Linking to the Site and Social Media Features
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.
This Site may provide certain social media features that enable you to:
Link from your own or certain third-party websites to certain content on this Site.
Send e-mails or other communications with certain content, or links to certain content, on this Site.
Cause limited portions of content on this Site to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
Establish a link from any website that is not owned by you.
Cause the Site or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
Link to any part of the Site other than the homepage.
Otherwise take any action with respect to the materials on this Site that is inconsistent with any other provision of these Terms.
The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Terms.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice at our discretion.
THE SITE AND COMPANY CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. COMPANY, ITS AFFILIATES, PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND INDEPENDENT CONTRACTORS (COLLECTIVELY "THE COMPANY PARTIES"), DOES NOT WARRANT THE ACCURACY, ADEQUACY, OR COMPLETENESS OF THE SITE OR THE COMPANY CONTENT, AND EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. COMPANY IS NOT SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF THE SITE FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SITE AND THE COMPANY CONTENT AT YOUR OWN RISK.
COMPANY DOES NOT WARRANT THAT THE SITE WILL OPERATE ERROR-FREE OR THAT THE SITE, ITS SERVER OR THE COMPANY CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SITE OR THE COMPANY CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS.
Limitation of Liability
IN THE ABSENCE OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT BY US, IN NO EVENT SHALL THE COMPANY PARTIES BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SITE OR THE COMPANY CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY IS NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify and hold harmless the Company Parties from and against any and all claims, losses, expenses, or demands or liabilities, including attorneys' fees and costs, incurred by the Company Parties in connection with any claim by a third party (including any intellectual property claim) arising out of (i) materials and content you submit, post to or transmit through the Site, or (ii) your use or misuse of the Site or content in violation of the Terms or in violation of any applicable law. You further agree that you will cooperate as reasonably required in the defense of any such claims. The Company Parties reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any such claim or matter without the written consent of Company. You hereby agree to cooperate with any reasonable requests from Company to assist in its defense of such claim or matter. You further agree to indemnify and hold harmless the Company Parties from any claim arising from a third party's use of information or materials of any kind that you post in a public area of the Site.
These Terms are effective until terminated by Company at any time without notice. Company may suspend, restrict and/or terminate your access and use of the Site at any time, with or without cause, in Company's absolute discretion and without notice. The following paragraphs of these Terms shall survive termination of your use or access to the Site: paragraphs concerning Indemnification, Disclaimer of Warranties, Limitations of Liability, applicable law and dispute resolution, and any other provision that by its terms survives termination of your use or access to the Site.
Digital Millennium Copyright Act
COMPANY respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove Content deemed to have been posted or distributed in violation of any such laws. Our designated agent under the Digital Millennium Copyright Act (the "Act") for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:
Address: [Address, phone, email]
If you believe that your work has been copied on the Site in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Site where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) 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; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
Governing Law and Venue
These Terms and all other aspects of your use of the Site shall be governed by and construed in accordance with all applicable Federal laws of the United States of America and the laws of the State of New York, without regard to its Conflict of Law Rules. All claims and disputes arising out of these Terms, and applicable federal law or your use of the Site, other than actions for specific performance or injunctive relief brought by Company, shall be exclusively brought in the federal, state, or local courts located in New York, and, with regard to such claims and disputes, you hereby irrevocably (i) submit to the exercise of personal jurisdiction over you by those courts, and (ii) waive any jurisdictional, venue, or inconvenient forum objections to such courts.
Failure by Company to enforce any provision(s) of these Terms shall not be construed as a waiver thereof. Any cause of action you may have with respect to the Site, the Content, and/or these Terms must be commenced within one (1) year after the claim or cause of action arose, or be barred. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining provisions of the Terms shall remain in full force and effect. These Terms will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Neither the course of conduct between parties nor trade practice shall act to modify any provision of these Terms. All rights not expressly granted herein are hereby reserved. You agree that you will not sue us as an individual. You agree that you will not file or participate in a class action against Company.
If you have questions regarding the Terms or the practices of Company, please contact us by e-mail at Eric@MemberforaDay.com.