1. Application Process
Time Out offers you the ability to apply to list your restaurant, bar, café, club or other such venue (the “Venue”) through the Website (the “Application”). Upon receipt by Time Out of the User’s Application, this will be assessed by Time Out who, in its sole discretion, will decide whether or not the Application will be listed (the “Listing”) on the Website (the “Services”). If Time Out decides to reject the Application, it will inform the User within a reasonable amount of time after making its determination using the User’s email address provided.
2. Grant of License
These Terms provide you, the User, with a personal, revocable, nonexclusive, nontransferable license to use this Website conditioned on your continued compliance with the Terms. Users may print and download materials and information on this Website 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 Website. As a further condition of use of this Website, all Users warrant to Time Out that they will not use this Website for any purpose that is unlawful, prohibited by any applicable regulation or is otherwise inconsistent with these Terms.
3. Operation of the Services and the Website
The Services will be provided by Time Out to the User free of charge. Time Out reserves the right to reject an Application and is under no obligation to give the User a reason for doing so.
Time Out shall have the right at any time to change or discontinue any aspect or feature of the Website and the Services. Time Out will be entitled to remove the Venue listed on the Website if Time Out considers, in its sole discretion, that this listing is or has become inappropriate.
You acknowledge that sometimes there are interruptions in Internet service, or events that are beyond the control of Time Out, and Time Out shall not be responsible for any data lost while transmitting information on the Internet. The Website may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of the control of Time Out, access to the Services and the Website may be interrupted, suspended or terminated from time to time.
4. Conduct of User
All interactions on the Website and through the use of the Services must comply with these Terms. User shall not post or transmit through the Website or through the use of the Services any material which violates or infringes in any way upon the rights of others, or any material which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without Time Out's express prior written approval, contains advertising or any solicitation with respect to products or services. Any conduct by you that in Time Out's exclusive discretion restricts or inhibits any other user, Merchant or Purchaser from using or enjoying the Services and the Website is strictly prohibited. User shall not use the Services and the Website to advertise or perform any commercial, religious, political or non-commercial solicitation, including, but not limited to, the solicitation of users of the Website to become users of other similar sites or offline services directly or indirectly competitive or potentially competitive with Time Out.
5. User Data
You agree that you have the full authority to and will only provide accurate and complete information and you will keep that information up-to-date if it changes. You must never use another Website user’s account without obtaining their prior consent. You are solely responsible for any and all access to any websites by persons using your account, and so we suggest that you keep your account password secure. You must notify us immediately if you become aware of any unauthorized use of your account. Time Out reserves the right to take any actions it sees fit, including, but not limited to, removing the User from the Website, should the User make any misrepresentations in their Application and/or the Listing and/or if it is found that the User does not have the authority to make the Application.
6. Notices, Communications, and Electronic Signatures
You agree to accept all communications from Time Out regarding use of the Website 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 Website. You agree that, when in the future you visit the Website, your agreement or consent to these Terms will be legally binding and enforceable and the legal equivalent of your handwritten signature.
7. Intellectual Property
The Services and the Website are the exclusive property of Time Out. ANY COPYING, DISTRIBUTING, TRANSMITTING, POSTING, LINKING, DEEP LINKING, OR OTHERWISE MODIFYING THE WEBSITE WITHOUT THE EXPRESS WRITTEN PERMISSION OF TIME OUT IS STRICTLY PROHIBITED. Any violation of this policy may result in a copyright, trademark or other intellectual property right infringement that may subject User to civil and criminal penalties.
The Services and the Website contain copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Website are protected by copyright as a collective work under International copyright laws. Time Out may own a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part. Except as otherwise expressly stated under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material without the express permission of Time Out or the copyright owner is permitted. If copying, redistribution or publication of copyrighted material is permitted, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. User acknowledges that he, she, or it does not acquire any ownership rights by downloading copyrighted material. Trademarks that are located within or on the Website otherwise owned or operated in conjunction with Time Out shall not be deemed to be in the public domain but rather the exclusive property of Time Out, unless such site is under license from the trademark owner thereof, in which case such license is for the exclusive benefit and use of Time Out unless otherwise stated.
User shall not submit or otherwise make available on the Website any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. Time Out does not have any express burden or responsibility to provide User with indications, markings or anything else that may aid User in determining whether the material in question is copyrighted or trademarked. User shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission. If you chose to or are required to make available any material through utilizing the Services or the Website, you warrant that the owner of such material has expressly granted Time Out the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. User also permits any other user to access, view, store or reproduce the material for that User's personal use. User hereby grants Time Out the right to edit, copy, publish and distribute any material made available through the use of the Services or the Website by User.
By posting communications on or through the Website, User shall be deemed to have granted to Time Out a royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display the communication alone or as part of other works in any form, media, or technology whether now known or hereafter developed without territorial or time limitations, and to sublicense such rights through multiple tiers of sub-licensees.
8. Disclaimer of Warranty
USER EXPRESSLY AGREES THAT USE OF THE SERVICES AND THE WEBSITE IS AT USER'S SOLE RISK. THE WEBSITE AND THE SERVICES ARE MADE ACCESSIBLE ON AN "AS IS" AND "AS AVAILABLE" BASIS. TIME OUT HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF TITLE NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. TIME OUT AND ITS AFFILIATES NOR ANY OF THEIR EMPLOYEES, AGENTS, MERCHANTS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT THAT USE OF THE SERVICES AND THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO (I) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITE, OR THE SERVICES, OR (II) THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE PRODUCTS OR OFFERS PROVIDED THROUGH THE WEBSITE. FOR THE AVOIDANCE OF DOUBT, TIME OUT DOES NOT HAVE CONTROL OR OWNERSHIP OF ANY OFFERS AND/OR PRODUCTS AT ANY TIME AND DOES NOT GUARANTEE: (I) THE EXISTENCE AND AVAILABILITY OF ANY OFFERS, PRODUCTS EXPERIENCES OR ADVERTISEMENTS; (II) THE TRUTH OR ACCURACY OF ANY CONTENT OR INFORMATION PLACED ON THE WEBSITE BY A USER; (III) THE TRUTH OR ACCURACY OF STATED IDENTITIES USED BY ANY USER, ORIGINATOR OR PUBLISHER; OR (IV) THE ABILITY OF ANY ADVERTISER TO LAWFULLY CREATE AN OFFERING.
9. Limitation of Liability
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TIME OUT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO 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. IN NO EVENT WILL TIME OUT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE USE OF THE WEBSITE AND THESE TERMS EXCEED USD$500.00.
YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO TIME OUT MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION AROSE; OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Time Out shall have the right, but not the obligation, to monitor the content of the Website and the Services at all times to determine compliance with these Terms and any operating rules established by Time Out, as well as to satisfy any applicable law, regulation or authorized government request. Without limiting the foregoing, Time Out shall have the right, but not the obligation, to remove any material that Time Out, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable or inappropriate.
User agrees to defend, indemnify and hold harmless Time Out or their affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of or related to: (i) your use of and access to the Website; (ii) any breach by you of these Terms; (iii) your violation of any third-party right, including, without limitation, any copyright, property or privacy right; and (iv) any claim that your content caused damage to a third party. This indemnification shall survive these Terms and your use of the Website.
User is solely responsible for interactions with other users of the Website. To the extent permitted under applicable laws, User hereby releases Time Out and their officers, directors, employees and agents from any and all claims or liability related to any conduct or speech, whether online or offline, of any other user.
13. Site Access and Termination
This Website is controlled and operated by Time Out from its offices within the United States. Time Out makes no representation that materials in the Website are appropriate or available for use in other locations, and access to them from territories where any of the contents of this Website are illegal is prohibited. Those who choose to access this Website from other locations do so at their own risk and are responsible for compliance with applicable local laws. Time Out shall have the right to immediately terminate or suspend any passwords or accounts of User in the event of any conduct by User at any time and for any reason or no reason at all.
14. Third-Party Content
Time Out contains links to third-party websites maintained by other content providers. These links are provided solely as a convenience to you and not as an endorsement by Time Out of the contents on such third-party sites, and Time Out hereby expressly disclaims any representations regarding the content or accuracy of materials on such third-party websites. If you decide to access linked third-party websites, you do so at your own risk. Under no circumstances will Time Out will be liable for any loss or damage caused by your reliance on information obtained through this Service. Unless you have executed a written agreement with Time Out expressly permitting you to do so, you may not provide a hyperlink to the Website from any other website. Time Out reserves the right to revoke its consent to any link at any time in its sole discretion.
You represent that you are of legal age to form a binding contract. You must be at least 18 years old to be eligible to use the Services and the Website. However, if you are at least 13 years old but not yet 18, you may use the Website in conjunction with your parent or guardian who agrees to these Terms. No one under age 13 may use the Website.
16. Governing Law
These terms shall be governed by and construed under the laws of New York without respect to its conflict of laws rules. Any suit, action or proceeding arising from or relating to these Terms must be brought, solely and exclusively in the state or federal courts located in the County of New York, State of New York, and the User irrevocably consents to the jurisdiction and venue of any such court in any such suit, action or proceedings and the User will not object to such venue. You agree that the Website shall be deemed a passive website that does not give rise to personal jurisdiction over Time Out, either specific or general, in jurisdictions other than New York.
These Terms and any operating rules for Time Out established by Time Out, constitute the entire agreement between the User and Time Out with respect to the subject matter hereof. No waiver by Time Out of any breach or default hereunder is a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall be of no legal force or effect. If any provision of these Terms is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in these Terms, and the remaining portions of these Terms shall continue in full force and effect. The failure of either party to exercise any of its rights under these Terms shall not be deemed a waiver or forfeiture of such rights or any other rights provided hereunder. The right to use the Services and the Website is personal to User and is not transferable to any other person or entity.
18. Modification of Terms
Time Out reserves the right at all times to modify any of the Terms as we deem necessary or desirable and any such modifications become effective immediately upon being posted to the Website. It is your sole responsibility to check the Website from time to time to view any such changes to the Terms. If you do not agree to any changes, if and when such changes may be made to the Terms, you must cease use of the Website and the Services. Your use of the Website after any modifications to the Terms indicates that you agree to such modified Terms.
19. 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 Website which allegedly infringes a third party’s copyright. Notices to Time Out regarding any alleged copyright infringement on the Website should be directed to: [Time Out Miami, 1540 Broadway, 42nd floor, New York, NY 10036, Attention: Webmaster], or by e-mail at firstname.lastname@example.org.
Failure to insist on strict performance of any of these Terms 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 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.
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 Website.
22. Entire Agreement
The obligations of these Terms that contemplate performance or observance subsequent to termination or expiration of these terms and conditions, including, but not limited to, Disclaimer of Warranty, Limitation on Liability and Indemnification, shall survive expiration or termination of these terms and conditions.