Terms of Use for All Day Media Websites, Products and Services

Your use of All Day Media Inc. (“All Day Media,” “our,” “we,”) websites as well as any of the services or products that may be offered on our websites from time to time (collectively, the websites, the services and/or the products are hereinafter referred to as the “Services”) are at all times subject to the following Terms of Use (these “Terms”).

Section 1. Additional Terms and Conditions. Some of our Services may be subject to additional posted terms and/or conditions. Your use of those Services is subject to those additional terms and/or conditions, which are hereby incorporated into these Terms by reference. In the event of any conflict or inconsistency between these Terms and any additional posted terms and/or conditions, the provisions of the additional terms and/or conditions shall control.

Section 2. Intellectual Property Rights; Restrictions and Licenses. (a) Our websites may include any combination of (i) All Day Media sourced content, (ii) content that our partners or providers create and allow us to use, and (iii) content created by our users, including you. You acknowledge and agree that all materials published on our websites are protected by applicable copyright and/or trademark law. For purposes of clarity, such materials include without limitation, photographs, marks, logos, written content, illustrations, graphics, images, sound or video clips, and Flash animation, whether owned by us or our partners. You may not modify, sell, license, transfer, publish, transmit, reproduce, create derivative works of, distribute, publicly perform, publicly display, or in any way exploit any of the materials or content on our websites in whole or in part. If you would like to request permission to use any of the content on our websites, please review our copyright notice.

(b) You are solely responsible for all materials, whether publicly posted or privately transmitted, that you upload, post, e-mail, transmit, or otherwise make available on our websites (“Your Content”). You certify that you own all intellectual property rights in Your Content. You hereby grant us, our affiliates, and our partners a worldwide, irrevocable, royalty-free, nonexclusive, sub-licensable, license to use, reproduce, create derivative works of, distribute, publicly perform, publicly display, transfer, transmit, distribute, and publish Your Content and subsequent versions of Your Content for the purposes of (i) displaying Your Content on our websites, (ii) distributing Your Content, either electronically or via other media, to users seeking to download or otherwise acquire it, and/or (iii) storing Your Content in a remote database accessible by end users, for a charge. This license shall apply to the distribution and the storage of Your Content in any form, medium, or technology now known or later developed.

Section 3. Content Disclaimer. You acknowledge and agree that our website contains content that we create as well as content provided by third parties. This content includes, among other things, product reviews, endorsements, and advertisements. It also includes information about products and services offered by parties other than All Day Media, such as product descriptions, specifications, pricing, availability, and performance. We do not guarantee the accuracy, the integrity, or the quality of the content on our websites, and you may not rely on any of this content. Without limitation, we are not responsible for postings by users in the user opinion, message board, or feedback sections of our websites, if any. You acknowledge and agree that you may be exposed to content that you find offensive, indecent, or objectionable or that is inaccurate, and you bear all risks associated with using that content or being exposed to such content. We have the right, without obligation, to remove any content that may, in our sole discretion, violate these Terms or that is otherwise objectionable.

Section 4. Third-party websites, products, and Services. (a) Our websites contain links to other Internet websites owned by third parties. Your use of each of those websites is subject to the conditions, if any, that each of those websites has posted. You acknowledge and agree that we have no control over websites that are not ours, and we are not responsible for any changes to and/or content on them. Our inclusion on our websites of any third-party content or a link to a third-party website is not an endorsement of that content or third-party site.

(b) Your correspondence or related activities with third parties, including payment transactions and goods-delivery transactions, are solely between you and that third party. You agree that we will not be responsible or liable for any loss or damage of any sort incurred as the result of any of your transactions with third parties. Any questions, complaints, or claims related to any product or service should be directed to the appropriate vendor.

Section 5. All Day Media Paid Services. Some of the Services we offer require you to pay a fee, as described in the specific conditions included where those Services are offered. You agree to pay all fees and charges that you incur. Unless otherwise noted, all currency references are in U.S. dollars. We may, upon notice if required by applicable laws, at any time change the amount of, or basis for determining, any fee or charge, or institute new fees or charges. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable.

Section 6. Communications to You. You understand and agree that our Services may and likely will include advertisements and that by utilizing our Services, you agree to receive such advertisements. You further understand and agree that our Services may include communications from us or from our partners to you and that these communications are considered part of the Services. Your continued use of the Services shall be deemed your acceptance of these communications. You further understand and agree that you will not be able to opt out of receiving these messages. These communications may be made using whatever information you may provide to us from time to time, including, without limitation, e-mail addresses.

Section 7. Privacy policy. Any information that we collect from you, such as registration and credit card information, is subject to our privacy policy. Please click here to see our full privacy policy.

Section 8. Registration for Use of All Day Media Websites. (a) In some cases our websites may require registration prior to use. If we request registration information from you, you will provide us with true, accurate, current, and complete information. You will promptly update your registration to keep it accurate, current, and complete. If we issue you a password, you may not reveal it to anyone else. You may not use anyone else's password. You are responsible for maintaining the confidentiality of your accounts and passwords. You agree to immediately notify us of any unauthorized use of your passwords or accounts or any other breach of security. You also agree to exit from your accounts at the end of each session. We will not be responsible for any loss or damage that may result if you fail to comply with these requirements.

(b) If you choose a username in connection with the use of any of our bulletin board services, chat areas, news groups, forums, communities and/or message or communication facilities (collectively, the “Forums”) that, in our sole determination, is obscene, indecent, abusive or that might otherwise subject us to public disparagement or scorn, we reserve the right, without prior notice to you, to automatically change your username, delete your posts from our websites, deny you access to our websites, or any combination of these options.

Section 9. Your Conduct. (a) The technology and the software underlying our Services is the property of All Day Media, our affiliates, and/or our partners. You agree not to sell, assign, distribute, reverse engineer, copy, modify, rent, lease, loan, grant a security interest in, or otherwise transfer any right to the technology or software underlying the Services. You agree not to modify the software underlying our websites in any manner or form or to use modified versions of such software, including (without limitation) for the purpose of obtaining unauthorized access to our websites.

(b) Without limiting the prohibitions set forth in Section 9(a) above, you agree that you will not use our websites to (i) transmit surveys, contests, pyramid schemes, spam, unsolicited advertising or promotional materials, or chain letters; (ii) publish, post, upload, e-mail, distribute, or disseminate (collectively, “transmit”) any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful content; (iii) transmit files that contain viruses, corrupted files, or any other similar software or programs that may damage or adversely affect the operation of another person's computer, our websites, any software or hardware, or telecommunications equipment; (iv) advertise or offer to sell any goods or services for any commercial purpose unless you have our written consent to do so; (v) defame, abuse, harass, stalk, threaten, or otherwise violate the legal right of others; (vi) download any file that you know or reasonably should know cannot be legally obtained in such manner; (vii) collect or store personal information about other end users; (viii) restrict or inhibit any other user from using and enjoying any public area within our sites; (ix) falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or the source of software or other material; (x) interfere with or disrupt our websites, servers, or networks; (xi) impersonate any person or entity, including, but not limited to, an All Day Media representative, or falsely state or otherwise misrepresent your affiliation with a person or entity; (xii) forge headers or manipulate identifiers or other data in order to disguise the origin of any content transmitted through our websites or to manipulate your presence on our sites; (xiii) take any action that imposes an unreasonably or disproportionately large load on our infrastructure; (xiv) engage in any illegal activities.

(c) You agree to use our Forums only to send and receive messages and materials that are proper and related to that particular Forum.

(d) Unauthorized access to our websites is a breach of these Terms and a violation of the law. You agree not to access our websites by any means other than through the interface that is provided by All Day Media for use in accessing our sites. You agree not to use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of our websites, except those automated means that we have approved in advance and in writing.

(e) In all cases, use of our websites is subject to existing laws and legal process and you should comply with such laws and legal process at all times. Nothing contained in these Terms shall limit our right to comply with governmental, court, and law-enforcement requests or requirements relating to your use of our sites.

Section 10. Termination, Suspension and Other Rights of All Day Media. (a) We at all times have the right, without obligation, to take certain actions with respect to our websites and your use of our websites in our sole and absolute discretion at any time and for any reason without giving you any prior notice, including, without limitation, the right to (i) terminate, suspend, or otherwise restrict your access to all or any part of our Services; (ii) remove, refuse, or move any material that you submit to our websites for any reason; (iii) remove, refuse, or move any content that is available on our websites; (iv) deactivate or delete your accounts, if any, and all related information and files in your account; and (v) establish general practices and limits concerning use of our websites.

(b) You agree that under no circumstances whatsoever will we be liable to you or any third party for taking any of the actions set forth in Section 10(a) above for any reason or no reason at all. You further agree to refrain from bringing any action against us for our taking any of the actions set forth in Section 10(a) above for any reason or no reason at all.

Section 11. Requests to Remove Content from Our Websites. If you believe that content you own has been copied and made accessible in a manner that violates your intellectual property rights, please review our copyright notice.

Section 12. Indemnification. You hereby agree to indemnify, defend and hold All Day Media and all of our officers, directors, owners, employees, agents, information providers, affiliates, partners, and licensors (collectively, the “All Day Media Parties”) harmless from and against any and all liability, losses, costs, and expenses (including attorneys' fees) incurred by any All Day Media Party in connection with any claim, including, but not limited to, claims for defamation, violation of rights of publicity and/or privacy, copyright infringement, or trademark infringement arising out of (i) your use of our sites; (ii) any use or alleged use of your accounts or your passwords by any person, whether or not authorized by you; (iii) the content, the quality, or the performance of content that you submit to our sites; (iv) your connection to our sites; (v) your violation of these Terms; or (vi) your violation of the rights of any other person or entity. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.

Section 13. Disclaimers; No Warranties;. We disclaim any responsibility for the deletion, the failure to store, the mis-delivery, or the untimely delivery of any information or material. We disclaim any responsibility for any harm resulting from downloading or accessing any information or material on the Internet using search results from our sites. We disclaim any responsibility for, and if you subscribe to one of our fee-based services you will not be entitled to a refund as a result of, any service outages that are caused by our maintenance on the servers or the technology that underlies our websites, failures of our service providers (including telecommunications, hosting, and power providers), computer viruses, natural disasters or other destruction or damage of our facilities, acts of nature, war, civil disturbance, or any other cause beyond our reasonable control.

WE DO NOT WARRANT THAT OUR WEBSITES WILL BE UNINTERRUPTED OR ERROR FREE. IN ADDITION, WE DO NOT MAKE ANY WARRANTY AS TO THE CONTENT ON OUR SITES. OUR WEBSITES AND THEIR CONTENT ARE DISTRIBUTED ON AN “AS IS, AS AVAILABLE” BASIS. ANY MATERIAL THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH OUR WEBSITES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY POTENTIAL DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR DOWNLOAD OF ANY SUCH MATERIAL. NEITHER WE NOR ANY OF OUR PARTNERS MAKES ANY WARRANTY THAT (i) OUR WEBSITES WILL MEET YOUR REQUIREMENTS, (ii) OUR WEBSITES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR WEBSITES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL THAT YOU PURCHASE OR OBTAIN THROUGH OUR WEBSITES WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS WILL BE CORRECTED. NEITHER WE NOR ANY OF OUR PARTNERS MAKES ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO OUR WEBSITES, ANY CONTENT, OR ANY OF OUR SERVICES, TOOLS, PRODUCTS, OR PROPERTIES. YOU EXPRESSLY AGREE THAT YOU WILL ASSUME THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF OUR WEBSITES AND THE ACCURACY OR COMPLETENESS OF ITS CONTENT.

NEITHER WE NOR OUR PARTNERS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE OUR WEBSITES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THAT OF OUR THIRD-PARTY CONTENT PROVIDERS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Section 14. Arbitration. All Day Media may elect to resolve any controversy or claim arising out of or relating to these Terms or our websites 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 New York, New York, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Either you or we may seek any interim or preliminary relief from a court of competent jurisdiction in New York, New York, necessary to protect the rights or the property of you or All Day Media (or its agents, suppliers, and subcontractors), pending the completion of arbitration.

Section 15. Miscellaneous. We may be required by state or federal law to notify you of certain events. You hereby acknowledge and consent that such notices will be effective upon our posting them on our websites or delivering them to you through e-mail. You may update your e-mail address by visiting the Services where you have provided contact information. If you do not provide us with accurate information, we cannot be held liable if we fail to notify you. You have the right to request that we provide such notices to you in paper format, and may do so by contacting the General Counsel, All Day Media, 5125 Paconic Bay Boulevard, Laurel, New York 11948.

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

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 our websites or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

These Terms, including all terms, conditions, and policies that are incorporated into these terms by reference, constitute the entire agreement between you and All Day Media and govern your use of our websites, superseding any prior agreements that you may have with us.

These Terms shall be construed in accordance with the laws of the State of New York, and the parties irrevocably consent to bring any action to enforce these Terms before an arbitration panel or before a court of competent jurisdiction in New York, New York if seeking interim or preliminary relief or enforcement of an arbitration award.

If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Terms shall continue in effect.

Section 16. Modification of Terms. At any time and without notice to you, we may modify these Terms by posting revised Terms on our websites. Your use of our websites constitutes your unconditional and binding acceptance of these Terms, including any amendments, revisions, alterations, modifications and/or supplements that we make from time to time in accordance with the provisions of hereof.