Welcome to the Time Out New York, Time Out New York Kids, and Time Out Chicago (together, “Time Out”) web sites (together, the “Site”). This Agreement contains the terms, covenants, conditions, and provisions (the “Terms and Conditions”) upon which you (the “User”) may access and use this Site.

By visiting the Site, you, the User, indicate that you understand these Terms and Conditions and intend them to be the legal equivalent of a signed, written contract and equally binding, and that you accept such Terms and Conditions and agree to be legally bound by them. If you do not agree to these Terms and Conditions, please discontinue your use of the Site.

Please note that Time Out reserves the right to change the Terms and Conditions under which this Site and its offerings are extended to you at any time. Your continued use of this Site following reasonable notice of any such changes means you accept the changes. You agree that notices we may provide on the Site itself shall be deemed reasonable notice for this purpose. It is your responsibility to check periodically for any changes we may make to these Terms and Conditions. These Terms and Conditions were last updated on July 23, 2008.

1. Grant of License.
This Agreement provides you, the User, with a personal, revocable, nonexclusive, nontransferable license to use this Site conditioned on your continued compliance with the Terms and Conditions. Users may print and download materials and information on this Site solely for personal and noncommercial use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information. Except as otherwise expressly permitted herein, a User may not modify, copy, distribute, broadcast, transmit, reproduce, publish, license, transfer, sell, scrape, mirror, frame, or otherwise use any information or material obtained from or through this Site. [Time Out may permit you to use certain applications for limited purposes such as using the embeddable media player to show videos on your blog or web site for noncommercial purposes. You may not modify, build upon, or block any portion of the embeddable media player in any way]. As a further condition of use of this Site, all Users warrant to Time Out that they will not use this Site for any purpose that is unlawful, prohibited by any applicable regulation or is otherwise inconsistent with these Terms and Conditions.

2. Password Policy.
Your use of certain portions of this Site requires a User name and password. By agreeing to these Terms and Conditions, you agree to be solely responsible for the confidentiality and use of your password, as well as for any communications entered through the Site using your password. You agree that Time Out shall not be under any duty to inquire as to the authority or propriety of any instructions given to Time Out by you or under your password; Time Out will not be liable for any loss, cost, expense or other liability arising out of any such instructions. You agree to (a) immediately notify Time Out 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. Time Out reserves the right to delete or change a password at any time and for any reason. Time Out will not be liable for any loss or damage arising from your failure to comply with this Section 2.

3. Account Access.
You understand that your use of the Site may involve the transmission to and from you of information that may be considered personal information. You consent to the transmission by electronic means of such information through the Site, and such consent shall be effective at all times that you use the Site. You understand that your account information is current as of the date indicated.

4. Provision of Information.
When you provide information to Time Out through the Site, you agree to provide true, accurate, current and complete information about yourself. You also agree not to impersonate any third party, misrepresent any affiliation with any third party, or conceal your identity from Time Out for any purpose.

5. Notices, Communications, and Electronic Signatures.
You agree to accept all communications from Time Out regarding use of the Site at the addresses you provide to Time Out. Time Out is entitled to rely on the e-mail address and mailing address that you last provided to us. You agree to waive all claims resulting from failure to receive communications because of changes in your e-mail address or mailing address not communicated to Time Out.

You agree to be bound by any affirmance, assent or agreement you transmit through the Site. You agree that, when in the future you visit the Site, your agreement or consent to these Terms and Conditions will be legally binding and enforceable and the legal equivalent of your handwritten signature.

6. Intellectual Property Rights.
All material contained on this Site, unless otherwise indicated, is protected by law to the fullest extent possible including, but not limited to, United States copyright, trade secret, and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided for in this Agreement, nothing contained on this Site shall be construed as granting a license or other rights to you in any intellectual property of Time Out or third party. The software and other technology components of this Site, and the contents, selection, coordination, arrangement, and enhancement of the Site are Copyright © 2000-2008, Time Out New York, Time Out New York Kids, Time Out Chicago, or their affiliates and/or licensors. All rights reserved. TIME OUT®, TIME OUT NEW YORK®, TIME OUT NEW YORK KIDS®, TIME OUT CHICAGO®, and all other trademarks, names, logos, and icons identifying Time Out or Time Out’s goods or services are proprietary marks of Time Out or its affiliates. Copyright, trademark, and other proprietary rights in the Site, or portions thereof, may be held by third parties. Such third-party intellectual property rights may not be used without the prior written permission of their respective owners. Removing or altering the copyright notice and any other proprietary notice on any material on this Site is strictly prohibited.

7. Privacy Policy.
Please see Time Out’s Privacy Policy for a summary of Time Out’s practices regarding the collection and use of non-public personal information. Acceptance of these Terms and Conditions constitutes consent to the terms, covenants, conditions, and provisions of Time Out’s Privacy Policy.

8. Compliance with Applicable Laws.
User’s access to this Site is governed by all applicable federal, state and local laws.

9. Code of Conduct.
You may not, nor may you allow others to, directly or indirectly, do any of the following:

(a) Attempt to or actually disrupt, impair or interfere with the operation of, alter or modify the Site or any content. This includes, without limitation, interfering with, defeating, or circumventing any security function of the Site, or attempting to do so.

(b) Collect or attempt to collect any information about others, including, but not limited to passwords, account or other information.

(c) Restrict or inhibit any other authorized user from using and enjoying the Site. This includes, without limitation (i) using, or attempting to use, any account without the user’s permission, or (ii) obtaining or soliciting another user’s password or other personal information under false pretenses.

(d) Post, store, or transmit any knowingly inaccurate or misleading personal information.

(e) Post, store, or transmit any unlawful, threatening, defamatory, obscene, inflammatory, pornographic, profane, or otherwise objectionable (as determined by Time Out) information or material.

(f) Post, store, or transmit any information or material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law.

(g) Post, store, or transmit any information or software that contains a virus, worm, Trojan horse, or other harmful or disruptive component.

(h) Except as expressly permitted herein or on the Site, modify, adapt, sublicense, translate, resell, retransmit, reverse engineer, decompile or disassemble any portion of the Site.

(i) Post, store, or transmit materials in violation of a third party’s copyright or other intellectual property contractual or proprietary rights. You are solely responsible for determining whether any material you post, store, or transmit is subject to a third party’s rights.

(j) Use the Site for any unlawful purpose.

10. Assumption of Risk.
Use of the Internet and this Site is solely at your own risk and is subject to all applicable local, state, national, and international laws and regulations. While Time Out has endeavored to create a secure and reliable Site, please be advised that the confidentiality of any communication or material transmitted to/from this Site over the Internet cannot be guaranteed. Accordingly, Time Out and its employees, agents, directors, officers, proprietors, partners, representatives, shareholders, attorneys, predecessors, successors, and assigns are not responsible for the security of any information transmitted via the Internet. The User assumes sole and complete risk for using this Site and must make his or her own determination as to these matters.

11. Law Enforcement.
Time Out reserves the right to view, monitor, and record activity on the Site without notice 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 criminal activity on the Site. Time Out will also comply with all court orders involving requests for such information.

12. Links to Other Sites.
Time Out may offer links to third-party web sites that may offer various products, services, and/or information. Users should be aware that use of these third-party web sites may be subject to separate terms and conditions, information collection practices, and other provisions. Time Out cannot ensure that users will be satisfied with any products or services offered and/or purchased from such third-party web sites. Time Out does not endorse any of the products or services offered in any third-party web sites. Further, Time Out has not taken any steps to confirm the correctness, accuracy, or reliability of any information contained in any third-party web sites. Before proceeding with any transaction with any third-party web site, whether the transaction is on-line or off-line, it shall be the sole responsibility of the User to conduct whatever investigation such User deems necessary and appropriate.

13. Events Beyond Time Out’s Control.
Users expressly absolve and release Time Out from any claim of harm resulting from a cause beyond Time Out’s control including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, natural disasters, strikes or other labor problems, wars, terrorism, or governmental restrictions.

14. DISCLAIMERS.
WHILE TIME OUT ENDEAVORS TO PROVIDE ACCURATE AND TIMELY INFORMATION, THE INFORMATION AVAILABLE ON THIS SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. MOREOVER, TIME OUT MAY MAKE MODIFICATIONS AND/OR CHANGES IN THIS SITE OR IN THE INFORMATION AVAILABLE ON THIS SITE AT ANY TIME, FOR ANY REASON. YOU, THE USER, ASSUME THE SOLE RISK OF MAKING USE OF, AND/OR RELYING ON, THE INFORMATION AVAILABLE ON OR THROUGH THIS SITE. TIME OUT MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY IN YOUR JURISDICTION, OR ACCURACY OF THE INFORMATION AVAILABLE ON OR THROUGH THIS SITE FOR ANY PURPOSE. SUCH INFORMATION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.

TO THE EXTENT PERMITTED BY LAW, TIME OUT SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SITE, ANY DELAY OR INABILITY TO USE THIS SITE, ANY DELAY OR INABILITY TO ACCESS YOUR ACCOUNT, UNAUTHORIZED USE OR MISUSE OF YOUR ACCOUNT, ANY INFORMATION AVAILABLE ON THIS SITE, OR OTHERWISE ARISING OUT OF THE USE OF THIS SITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF TIME OUT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES SUCH AS CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, TIME OUT’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO YOUR USE OF THIS SITE SHALL NOT EXCEED $100.

15. Indemnity.
You agree to defend, indemnify, and hold harmless Time Out and its affiliates and all of their employees, agents, directors, officers, proprietors, partners, representatives, shareholders, attorneys, predecessors, successors, and assigns, from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses), relating to or arising from your use of the Site or any breach by you of this Agreement. You shall not in any event settle any matter without the prior written consent of Time Out to be withheld at Time Out’s sole discretion.

16. Site Access and Termination.
This Site is controlled and operated by Time Out from its offices within the United States. Time Out makes no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where any of the contents of this Site are illegal is prohibited. Those who choose to access this Site from other locations do so of their own volition and are responsible for compliance with applicable local laws. Time Out reserves the right at any time and for any reason to deny you access to the Site and to terminate this Agreement.

17. Submissions.
Any ideas, suggestions, information, know-how, material, or any other content (collectively, “Content”) received through this Site will be deemed to include a worldwide, royalty-free, perpetual, irrevocable, nonexclusive right and license for Time Out to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, display, (in whole or part), or otherwise act on such Content without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such Content, and User hereby waives any claim to the contrary.

18. Digital Millennium Copyright Act.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. Time Out reserves the right to remove any material on the Site which allegedly infringes a third party’s copyright. Notices to Time Out regarding any alleged copyright infringement on the Site should be directed to: [Time Out New York, 475 Tenth Avenue, 12th Floor, New York, NY 10018, Attention: Webmaster], or by e-mail at [webmaster@timeoutny.com].

19. Governing Law.
This Agreement has been made in, and will be construed and enforced in accordance with the laws of the State of New York. Any action to enforce this Agreement will be brought in the federal or state courts presiding in New York, and all parties to this Agreement expressly agree to be subject to the jurisdiction of such courts.

20. Waiver.
Failure to insist on strict performance of any of the Terms and Conditions of this Agreement will not operate as a waiver of any subsequent default or failure of performance. No waiver by Time Out of any right under these Terms and Conditions will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.

21. Severability.
If any part of these Terms and Conditions is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of these Terms and Conditions shall continue in effect.

22. Relationship.
No joint venture, partnership, employment, or agency relationship exists between a User and Time Out as a result of this Agreement or User’s use of this Site.

23. Entire Agreement.
These Terms and Conditions, together with the Time Out Privacy Policy, which is hereby incorporated as if set forth fully herein, represent the entire agreement between the User and Time Out with respect to use of and material available on or through this Site, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between the User and Time Out with respect to this Site. Any rights not expressly granted herein are expressly reserved.

Time Out New York, Time Out New York Kids, and Time Out Chicago are published by Time Out New York Partners, L.P., a privately-held company.