TERMS OF SERVICE AGREEMENT

Last Updated: January 16, 2016

Welcome to one of Flatiron Media’s suite of content and promotions websites. These sites include flatironmedia.com, mydailymoment.com (.com/.net/.info/.biz/.us/.co), mdmexclusives.com, divineeats.com, thinkhealthier.com (.com/.net/.info/.biz/.us/.co) and everydaywinner.com. We sincerely hope that you will enjoy your experience. The following terms and conditions ("Terms") apply to your access to and use of this website as well as the other websites and online products and services, including e-mail newsletters, (collectively, the "Services") provided by Flatiron Media LLC ("Flatiron Media" or "we"). By accessing or using the Services, you agree to these Terms. If you do not agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 14, do not access or use the Services.


1. ELIGIBILITY

You must be at least 18 years of age (or the age of legal majority where you live) to access or use the Services. If you access or use the Services on behalf of a company, organization or other entity, you represent that you are authorized to accept these Terms on that entity’s behalf and that the entity agrees to be responsible to Flatiron Media if you or the entity violates these Terms.


2. YOUR USAGE OF THIS SITE

You may be required to register an account to access some or all of the Services. If you register an account, you must: (1) provide accurate, current and complete information about yourself as prompted by the registration form; (2) maintain and promptly update your personal contact information to keep it current and complete; (3) maintain the security of your account; and (4) promptly notify Flatiron Media if you discover or suspect that someone has accessed your account without your permission. You are responsible for all activities that occur under your account and accept all risks of unauthorized access.

Flatiron Media grants you a non-exclusive, non-transferable, limited right to access, use and display the Services for your personal, noncommercial use, provided that you comply fully with the provisions of these Terms. You agree not to assign, transfer or sublicense your rights as a user of, or subscriber to, the Services.

You agree that you shall only use the Services in a manner that complies with all applicable laws in the jurisdictions in which you use the Services. Except as specifically authorized by these Terms, you may not: (i) modify or otherwise make any derivative uses of the Services, or any portion thereof; (ii) copy or redistribute the Services, or any portion thereof; (iii) remove any proprietary notices or labels on the Services; or (iv) use the Services other than for their intended purposes.


3. USER CONDUCT

You agree that you will not violate any law, contract, intellectual property or other third party right or commit a tort, and that you are solely responsible for your conduct, while accessing or using the Services. You further agree that you will abide by these Terms and will not:


4. USER CONTENT

The Services may allow you and others to create, post and share content, including messages, text, photos, videos and other materials (collectively, "User Content"). You are solely responsible for the User Content that you publish or display (hereinafter, "post") on the Services. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason.

You retain any rights you may have in the User Content you post on the Services. You grant, and you represent and warrant that you have the right to grant, to Flatiron Media, an irrevocable, perpetual, non-exclusive, royalty-free, fully paid, worldwide and sub-licensable license to use, copy, modify, adapt, publish, translate, create derivative works from, publicly perform, display, and distribute any User Content you post on the Services in any media or distribution methods (now known or later developed).

You agree not to create or post any User Content that:


5. THIRD-PARTY CONTENT

Neither Flatiron Media nor its affiliates control, endorse or take any responsibility for any third-party content available on or linked to by the Services, including User Content and advertisements.

The Services may contain offers from third-party partners and affiliates which may allow you to order, receive, or redeem various products and services by business that are not owned or operated by us. The delivery, guarantee, maintenance, and all other matters concerning your transactions with these businesses are solely between you and such businesses. We do not endorse, warrant, or guarantee any such third-party offers and we are not liable for the accuracy, completeness, or usefulness of such information or the availability of any offers.


MODIFICATIONS TO SERVICE

The content included on the Services, including the text, graphics, logos, icons, images, and any product or service name or slogan are owned by or licensed to Flatiron Media. Except as otherwise expressly stated in these Terms, Flatiron Media and its licensors reserve all rights in and to the Services and any included content.


6. COPYRIGHT AND TRADEMARKS

If you believe that your work has been copied in a way that constitutes copyright infringement, you may notify Flatiron Media’s Designated Agent, as follows:

Address:20 West 22nd Street, Suite 908
New York, NY 10010
Fax Number:917 591 6797
E-Mail Address:DMCA@flatironmedia.com

Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on the Services in infringing, you may be liable to Flatiron Media for certain costs and damages.


8. DISCLAIMERS OF WARRANTIES

The Services and any content or services provided on or in connection with the Services, including User Content and third-party content, are provided on an "AS IS" and "WITH ALL FAULTS" basis without warranties of any kind, either express or implied. FLATIRON MEDIA DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS AND DUTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES, DUTIES OR CONDITIONS: (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, RESULTS, TITLE, PRIVACY, SECURITY, ACCURACY OR NON-INFRINGEMENT; AND (B) CREATED BY TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. Flatiron Media does not represent or warrant that the Services will be uninterrupted or error-free, that defects will be corrected, or that the Services or its servers are free of viruses or other harmful components.

Flatiron Media does not warrant or make any representations that the Services and any content or services provided on or in connection with the Services are correct, accurate, reliable, current or error-free. Further, please note that no advice or information, obtained by you from our personnel or through the Services shall create any warranty not expressly provided for in these Terms.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO YOU.


9. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FLATIRON MEDIA, AND OUR RESPECTIVE PAST, PRESENT AND FUTURE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, CONSULTANTS, EQUITYHOLDERS, SUPPLIERS, VENDORS, SERVICE PROVIDERS, PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, PREDECESSORS, SUCCESSORS AND ASSIGNS (INDIVIDUALLY AND COLLECTIVELY, THE "FLATIRON MEDIA PARTIES") SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF FLATIRON MEDIA OR THE FLATIRON MEDIA PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES. THE TOTAL LIABILITY OF FLATIRON MEDIA AND THE FLATIRON MEDIA PARTIES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES IS LIMITED TO THE AMOUNT PAID BY YOU, IF ANY, TO ACCESS OR USE THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THESE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.


10. CONTESTS, SWEEPSTAKES AND OTHER PROMOTIONS

Flatiron Media may administer, operate or run contests, sweepstakes and other promotions (collectively, "Promotions") on the Services and may also advertise and allow participation in Promotions via other methods. Each Promotion has its own official rules, which will be made available to you. Your participation in a Promotion is subject to and governed by the official rules for the Promotion. You must read and agree to the official rules for any Promotion before you participate in the Promotion. In the event of any conflict or inconsistency between these Terms and the official rules for a Promotion, the official rules will control.


11. INDEMNIFICATION

You agree to defend, indemnify and hold harmless Flatiron Media and the Flatiron Media Parties from and against any loss, liability, claim, demand, damages, expenses or costs (including our attorney's fees), due to or arising out of (a) your use of the Services; (b) your User Content; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or € your conduct in connection with the Services.


12. MODIFICATION OF THESE TERMS

We reserve the right to make changes to these Terms from time to time. If we make changes to these Terms, we will provide notice of those changes by updating the "Last Updated" date above and sending you an email notification or providing notice through the Services. Your continued access to or use of the Services following our provision of any such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using the Services.


13. MODIFICATION OF THE SERVICES

We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Services (or any features or parts thereof) at any time and without liability therefor.


14. DISPUTE RESOLUTION; ARBITRATION

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH FLATIRON MEDIA AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

14.1. Binding Arbitration

Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, "Disputes") arising out of or related to a violation of Section 3 or Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Flatiron Media agree (a) to waive your and Flatiron Media’s respective rights to have any and all Disputes arising from or related to these Terms or the Services resolved in a court, and (b) to waive your and Flatiron Media’s respective rights to a jury trial. Instead, you and Flatiron Media agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).

14.2. No Class Arbitrations, Class Actions or Representative Actions

You and Flatiron Media agree that any Dispute arising out of or related to these Terms or the Services is personal to you and Flatiron Media and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Flatiron Media agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Flatiron Media agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

14.3. Federal Arbitration Act

You and Flatiron Media agree that these Terms affect interstate commerce and that the enforceability of this Section 14 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the "FAA"), to the maximum extent permitted by applicable law.

14.4. Notice; Informal Dispute Resolution

You and Flatiron Media agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Flatiron Media shall be sent by certified mail or courier to Flatiron Media LLC, 20 West 22nd Street Suite 908, New York, NY 10010. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your Flatiron Media account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. If you and Flatiron Media cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Flatiron Media may, as appropriate and in accordance with this Section 14, commence an arbitration proceeding or, to the extent specifically provided for in Section 14.1, file a claim in court.

14.5. Process

Except for Disputes arising out of or related to a violation of Section 3 or Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Flatiron Media agree that any Dispute must be commenced or filed by you or Flatiron Media within one (1) year of the date the Dispute arose, otherwise the underlying claim is permanently barred (which means that you and Flatiron Media will no longer have the right to assert such claim regarding the Dispute). You and Flatiron Media agree that (a) any arbitration will occur in the State of New York, County of New York, Borough of Manhattan or via video conference, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services ("JAMS"), which are hereby incorporated by reference, and (c) that the state or federal courts of the State of New York and the United States, respectively, sitting in the State of New York, County of New York, Borough of Manhattan, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your current residence if the Dispute meets the requirements to be heard in small claims court.

14.6. Authority of Arbitrator

As limited by the FAA, these Terms and the applicable JAMS rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

14.7. Rules of JAMS

The rules of JAMS and additional information about JAMS are available on the JAMS website. By agreeing to be bound by these Terms, you either (a) acknowledge and agree that you have read and understand the rules of JAMS, or (b) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.

14.8. Severability

If any term, clause or provision of this Section 14 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 14 will remain valid and enforceable. Further, the waivers set forth in Section 14.2 are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.


15. GOVERNING LAW AND VENUE

These Terms and your access to and use of the Services shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to conflict of law rules or principles (whether of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of New York and the United States, respectively, sitting in New York County, New York.


16. TERMINATION

We may suspend or terminate your ability to access and use all or part of the Services at any time and for any reason or no reason without notifying you first. Flatiron Media is not responsible for any harm related to your inability to access or use the Services.


17. SEVERABILITY

If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.


18. MISCELLANEOUS TERMS

These Terms constitute the entire agreement between Flatiron Media and you and supersede all prior and contemporaneous agreements of the parties relating to your access to and use of the Services. These Terms, and any rights and license granted hereunder, may not be transferred or assigned by you without the prior written consent of Flatiron Media. Flatiron Media’s failure to assert any right or provision of these Terms shall not constitute a waiver or relinquishment of such provision or right. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.


19. CONTACT

Official correspondence must be sent via postal mail to:

Flatiron Media LLC
20 West 22nd Street
Suite 908
New York, NY 10010