User Agreement

Last Revised October 1, 2006

The following User Agreement ("Agreement") governs your use of www.daylife.com ("Site"). The Site is provided by Daylife, Inc. ("Daylife"). Please read carefully the rules contained in this Agreement. You can access this Agreement any time at http://www.daylife.com/user_agreement. Your use of and/or registration with any aspect of the Site will constitute your agreement to comply with these rules and the policies and guidelines that may be published from time to time on the Site by Daylife. If you cannot agree with these rules, policies, and guidelines, please do not use the Site.

Modifications of Agreement

These rules may be modified from time to time; the date of the most recent revisions will appear on top of this page. It is your responsibility to check the rules periodically for changes. Continued access of the Site by you will constitute your acceptance of any changes or revisions to the Agreement.

BY ACCESSING, BROWSING, OR OTHERWISE USING THE SITE, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND ANY OF THE RELATED POLICIES OR GUIDELINES, INCLUDING ANY SUBSEQUENT CHANGES OR MODIFICATIONS TO THEM. IF YOU DO NOT CONSENT TO THIS AGREEMENT OR ANY LATER CHANGES, DO NOT ACCESS OR OTHERWISE CONTINUE TO USE THIS SITE.

Other Applicable Terms

You should refer to the Privacy Policy at http://www.daylife.com/privacy_policy to understand how Daylife collects, uses, and discloses your personal information.

Description of Service

Subject to full compliance with the Agreement, Daylife may provide or offer to provide certain services and content, as described more fully on the Site ("Services"). Services shall include, without limitation, any service and content Daylife performs for you, as well as the offering of any materials displayed or performed on the Site (including, without limitation, text, user comments, communications, messages, information, manuals, product information, data, graphics, designs, layouts, news articles, photographs, pictures, images, illustrations, software, sounds, audio clips, video clips, and other content, also known as the “Materials”). Daylife may change, suspend, or discontinue the Site, Services, or any Materials, including, without limitation, the availability of any feature or functions at any time and for any reason, in its sole discretion, without notice or liability. The Services may produce results and links to or from 3rd party sites that some people find objectionable, inappropriate, or offensive. Daylife does not guarantee that it will not include unintended or objectionable content and assumes no responsibility for content of any kind on the Site. Daylife may also impose limits or other restrictions on the Site or any Services, Materials, features, or functions, or restrict your access to parts or all of the Site or any Services, Materials, features, or functions at any time or from time to time without notice or liability.

Copyright and License

You acknowledge and agree that all Materials delivered via the Services or otherwise made available by Daylife on or through the Site are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws.

Daylife grants you a limited license to make personal use of the Site to access and review the Materials for your own information purposes only. This license does not include the right to: (a) use the Site or Materials for other than its intended purpose, including but not limited to any marketing, selling, or other commercial uses or unlawful uses; (b) use framing techniques to enclose any portion of the Site, including, without limitation, any Materials found on or through the Site or the layout or design of any page or form contained on a page; (c) copy, publish, publicly perform or display, or distribute to any third party any Materials, including, without limitation, reproducing or hosting the Materials on any computer network, broadcast or publication media; (d) make derivative uses of or otherwise modify the Site or the Materials; or (e) initiate, assist or otherwise facilitate any systematic collection or extraction of Site, Service or Materials data through the use of any data mining, robots, or similar data gathering or extraction methods.

You are not conveyed any other right or license, by implication, estoppel or otherwise, in or under any patent, trademark, servicemark, or proprietary right of Daylife or any third party. Any unauthorized use of the Site, Services, or Materials will terminate the permission or license granted by Daylife to you under this Agreement and may violate applicable law, including, without limitation, copyright laws, trademark laws (including trade dress), and communications regulations and statutes. Any rights not expressly granted herein are reserved.

License to Company

By uploading, submitting, or otherwise disclosing or distributing content of any kind on or through the Site or otherwise through the Service, you:

• grant to Daylife, its affiliates, and their assignees the perpetual, irrevocable, non-exclusive, royalty-free right to use, reproduce, display, perform, adapt, modify, distribute, make derivative works of, and otherwise exploit such content in any form and for any purpose, including, without limitation, any concepts, ideas, or know-how embodied therein;
• represent and warrant to Daylife that you own or otherwise control all rights to such content and that disclosure and use of such content by Daylife (including, without limitation, publishing content on or through the Site or the Services) will not infringe or violate the rights of any third party; and
• acknowledge and agree that such content may not be treated confidentially.

You agree not to provide, upload, submit, or otherwise disclose or distribute to Daylife, the Site or the Services content of any kind that has any confidential or proprietary information that you desire or are required to keep secret.

Rules of Usage

• Your right to use the Site is personal to you. You may not authorize others to use the Site, and you are responsible for all use of the Site by you and by those you allow to use, or provide access to, the Site.
• The Site is not intended for users under the age of 13, and Daylife does not knowingly collect personally identifiable information from users under the age of 13. Such users are expressly prohibited from submitting their personally identifiable information to Daylife. Any information submitted by such users will not knowingly be used or retained by Daylife.
• You agree to use the Site only for lawful purposes and you acknowledge that your failure to do so may subject you to civil and criminal liability.
• You may not in any way make commercial or other unauthorized use, by publication, re-transmission, distribution, performance, caching, or otherwise, of Material obtained through the Site, except as permitted by the Copyright Act or other law or as expressly permitted in writing by this Agreement, Daylife, or the Site.
• You agree not to disrupt, modify, or interfere with the Site or the Services or its associated software, hardware and/or servers in any way, and you agree not to impede or interfere with others' use of the Site or the Services. You further agree not to alter or tamper with any Materials on or associated with the Site or the Services.
• Other than connecting to Daylife’s servers by http requests using a Web browser, you may not attempt to gain access to Daylife’s servers by any means - including, without limitation, by using administrator passwords or by masquerading as an administrator while using the Site, the Services, or otherwise.
• You acknowledge that Daylife has not reviewed and does not endorse the content of any sites linked to from this Site or sites that contain links to this Site and is not responsible for such content, including, without limitation, accuracy, legality or appropriateness, or actions of such sites . Your visitation of and to any site linked to from www.daylife.com is at your sole risk.
• You agree not to (a) take any action, or (b) upload, post, submit, or otherwise distribute or facilitate distribution of any content (including, without limitation, text, user comments, communications, messages, information, manuals, product information, data, graphics, designs, layouts, news articles, photographs, pictures, images, illustrations, software, sounds, audio clips, video clips, and other content) using any communications service or other service available on or through the Site or the Service, that:

- is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, profane, or which otherwise violates the Agreement;

- infringes any patent, trademark, servicemark, trade secret, copyright, right of publicity, or other right of any party;

- constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");

- imposes an unreasonable or disproportionately large load on Daylife's computing, storage, serving, or communications infrastructure; or

- contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or communications equipment or to damage or obtain unauthorized access to any system, data or other information of Daylife or any third party.

Daylife may at any time and without notice, at its sole discretion, immediately terminate your access to the Site or any of the Services should your conduct fail to conform strictly with any provision of this section.

INDEMNIFICATION

You agree to indemnify Daylife and its affiliates, directors, officers, employees, agents, investors, representatives, and third party providers, and to defend and hold each of them harmless, from any and all claims and liabilities (including attorneys fees) which may arise from your submissions to the Site, Services, or Materials, from your unauthorized use of the Site, Services, or Materials obtained on or through the Site, or from your breach of this Agreement, or from any such acts through your use of the Site, Services, or Materials.

EDITING AND DELETIONS

Daylife reserves the right but undertakes no duty to monitor, review, edit, move, or delete any Material on the Site, at any time for any reason in its sole discretion, without notice or liability. Daylife also reserves the right to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental (including law enforcement) request without notice or liability.

DISCLAIMER OF WARRANTY, LIMITATION OF LIABILITY AND RELEASE

YOU ACKNOWLEDGE THAT YOU ARE USING THE SITE, SERVICES, AND MATERIALS AT YOUR OWN RISK. THE SITE, SERVICES, AND MATERIALS ARE PROVIDED "AS IS" AND “AS AVAILABLE”, AND DAYLIFE, ITS AFFILIATES, AND ITS THIRD PARTY SITE PROVIDERS HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER WARRANTY, CONDITION, GUARANTEE, OR REPRESENTATION, WHETHER ORAL, IN WRITING, OR IN ELECTRONIC FORM. DAYLIFE, ITS AFFILIATES, AND ITS THIRD PARTY SITE PROVIDERS DO NOT REPRESENT OR WARRANT THAT (A) THE SERVICES AND MATERIALS ARE TIMELY, ACCURATE, COMPLETE, RELIABLE, OR CORRECT; (B) ACCESS TO THE SITE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (D) THERE WILL BE NO INTERRUPTIONS, FAILURES, ERRORS, OR OMISSIONS, OR LOSS OF TRANSMITTED INFORMATION, OR (E) THE SERVICES AND MATERIALS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

DAYLIFE, ITS AFFILIATES, AND ITS THIRD PARTY SITE PROVIDERS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTIES CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OR TYPE OF ANY CLAIM OR THE NATURE OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) DIRECT, INDIRECT, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR (C) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS, OR SERVICES, LOSS RELATED TO USE OF THIRD PARTY SITES LINKED TO FROM THIS SITE AND LOSS RELATED TO YOUR ACCESS OF THIS SITE OR SUCH OTHER SITES, INCLUDING, WITHOUT LIMITATION, VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THIS SITE OR SUCH OTHER SITES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

YOU HEREBY AGREE TO RELEASE DAYLIFE, ITS AFFILIATES AND THIRD-PARTY SITE PROVIDERS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, INVESTORS, AND AGENTS FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED ("CLAIMS"), ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THIS SITE, THE SERVICES, AND MATERIALS. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, IN PART: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR".

TERMINATION OF ACCESS TO THE SITE

Daylife has the right to terminate your ability to access any part of, or all of, the Site, Services, or Materials, for any or no reason at any time, without notice or liability. If you wish to terminate your Site account, you may simply discontinue using the Site and Service.

JURISDICTION

Daylife makes no representation that the Site, Services, and Materials are appropriate, available, or legal in any particular location. Those who choose to access the Site, Services, or Materials do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

You agree that this Agreement, for all purposes, shall be governed by and construed in accordance with the laws of the State of New York without the application of any conflict of laws rules or principles.

ARBITRATION

You agree to attempt to resolve all disputes with Daylife arising out of or relating to this Agreement amicably through good faith discussions. In the event that any such dispute cannot be resolved thereby within a period of sixty (60) days after such notice has been given (the last day of such sixty (60) day period being herein referred to as the “Arbitration Date”), such dispute shall be finally settled by arbitration in New York, New York using the English language in accordance with the Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving disputes similar to that brought hereunder. If Daylife and you cannot agree upon the identity of the arbitrator within fifteen (15) days following the Arbitration Date, then the arbitrator shall be selected on an expedited basis in accordance with the Arbitration Rules and Procedures of JAMS. The arbitrator shall have the authority to grant specific performance and to allocate between the parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator may determine. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each of Daylife and you shall have the right to institute an action in a court of proper jurisdiction for preliminary injunctive relief pending a final decision by the arbitrator.

MISCELLANEOUS

This Agreement is the entire agreement between you and Daylife with respect to the use of this Site, the Services, and Materials, and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Daylife with respect to this Site, the Services and Materials. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect. This Agreement is personal to you, and is not assignable, transferable, or sublicensable by you except with Daylife’s prior written consent. Daylife may assign, transfer, or delegate any of its rights and obligations hereunder without consent or notice and without liability. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

COPYRIGHT AND TRADEMARK NOTICES

Unless otherwise indicated, this Agreement, the Site, Services, and all Materials provided by Daylife are copyright ©2006 Daylife, Inc. All rights reserved.

Daylife is the trademark of Daylife, Inc.

CONTACT

You may contact Daylife at the following address:

Daylife, Inc.

444 Broadway, 5th Floor

New York, New York 10013

If you do not agree to all of the terms contained in this Agreement, please exit the Site. Please click the Back button on your browser to return to the previous page.