Terms of Service

celebratesdaily.com Terms of Use

Thank you for visiting the celebratesdaily.com website and/or mobile applications. By accessing or using this celebratesdaily.com website (including the mobile optimized version of the website) or mobile applications (each, a “Site”) (whether automated or otherwise), you agree to be bound by these Terms of Use and any additional terms and conditions that are referenced below or otherwise may apply to specific areas of the Site. Please read these Terms of Use carefully before using the Site.

The Site is owned or operated by celebratesdaily.com (referred to herein as “we” or “us” or “our”).

Certain features, products or software that you purchase or download from the Site may be subject to additional terms and conditions presented to you at the time that you use, purchase or download them. And when you decide to enter a contest or sweepstakes, we present the terms and conditions for the contest or sweepstakes to you. In addition, some areas of the Site provided by our third party partners and are subject to separate terms and conditions of use, which are posted within those areas.

You represent that you are legally able to accept these Terms of Use, and affirm that you are at least 18 years of age and are of legal age to form a binding contract. If you do not agree to these Terms of Use, you may not use the Site.

We reserve the right to change these Terms of Use at any time. Such changes will be effective when posted, provided that we may only amend the alternative dispute resolution, venue and time limit of claims provisions to the extent allowed by applicable law. By continuing to use the Site after we post any such changes, you accept the Terms of Use as modified.

NOTE: THIS TERMS OF USE CONTAINS A BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISION IN THE “BINDING ARBITRATION” SECTION BELOW THAT AFFECTS YOUR RIGHTS UNDER THIS TERMS OF USE AND WITH RESPECT TO ANY “DISPUTE” (AS DEFINED BELOW) BETWEEN YOU AND US OR OUR AFFILIATES. YOU HAVE A RIGHT TO OPT OUT OF THE BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS AS FURTHER DESCRIBED IN THE “BINDING ARBITRATION” SECTION BELOW.

Rules of Conduct

There are rules of conduct that you are required to follow when you use the Site. You must not:

· “harvest” (or collect) information from the Site using an automated software tool or manually on a mass basis (unless we have given you separate written permission to do so). This includes, for example, information about other users of the Site and information about the offerings, products, services and promotions available on the Site.

· use automated means to access the Site, or gain unauthorized access to the Site or to any account or computer system connected to the Site.

· “stream catch” (download, store or transmit copies of streamed content).

· obtain, or attempt to obtain, access to areas of the Site or our systems that are not intended for access by you.

· “flood” the Site with requests or otherwise overburden, disrupt or harm the Site or its systems.

· circumvent or reverse engineer the Site or its systems.

· restrict or inhibit another user or users from using and enjoying the Site.

· manipulate or forge of identifiers in order to disguise the origin of any information posted on the Site or otherwise provided to us or our employees.

· impersonate any person, including, but not limited to, other community members or our employees.

If you post something to the Site, such as comments or other content, do not post anything that:

· uses strong, vulgar, obscene or otherwise harmful language,

· uses racially, ethnically or otherwise, objectionable language,

· infringes any third party intellectual property right (such as copyrights),

· is defamatory (i.e., something that is negative and untrue about another person or entity),

· divulges another person’s or entity’s confidential or private information or trade secret,

· is fraudulent, unlawful, threatening, harassing, abusive or discriminatory,

· encourages criminal conduct,

· contains any information (such as inside, proprietary or confidential information) that you do not have a right to make available due to contract, fiduciary duty, or operation of law,

· advertises or solicits business for products or services other than those that are offered and promoted on the Site,

· contains any virus, malware, spyware or other harmful content or code, or

· violates regulations promulgated by the Securities and Exchange Commission, or that of any securities exchange, such as the New York Stock Exchange or the NASDAQ Stock Market.

You also must comply with all applicable laws and contractual obligations when you use the Site.

Ownership of Site Content and Submissions

We or our licensors or partners own the intellectual property rights in the content and materials displayed on the Site. You may use the Site (including any content and materials included on the Site) for your own personal use. You may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means) any material from the Site unless explicitly authorized in these Terms of Use or by the owner of the materials. You may, however, from time to time, download and/or print one copy of individual pages of the Site for your personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices.

If you submit or post any materials or content to the Site, you grant us and our business partners a royalty free, perpetual, irrevocable, transferrable, assignable, sub-licensable, worldwide license to use such materials and content, including alterations thereof, for our business purposes, in any form, in any media, and via any technology we choose, whether it exists now or is created in the future. You represent that any materials and content posted or otherwise submitted by you to the Site is original to you and that you have the right to grant us these rights.

Please do not send us your ideas for our business. We are always thinking and creating, and we may have similar ideas of our own. To avoid any disputes between us relating to ideas that you have submitted to us you agree that, if you send us your ideas, you are assigning to us the right to use them, and you waive and release us from claims that we have used your ideas without your permission.

Responsibility for Public Postings and Content

Responsibility for what is posted in public areas of the Site lies with each user – you alone are responsible for the material you post or otherwise make available in public areas of the Site. You alone are responsible for assessing the credibility of other user postings. We do not control the material that you or others may post or otherwise make available in such areas, and you understand that we have no obligation to monitor any such material or to edit or delete it. However, we reserve the right do so. We are not a publisher of user posts, and we are not responsible for their accuracy or legality.

You also understand and agree that any action or inaction by us or any of our directors, officers, employees, consultants, agents or representatives (collectively, “Our Representatives”) to prevent, restrict, redress or regulate content, or to implement other enforcement measures against any content, conduct or potential Terms of Use violation is undertaken voluntarily and in good faith, and you expressly agree that neither we nor any of Our Representatives shall be liable to you or anyone else for any action or inaction to prevent, restrict, redress, or regulate content, or to implement other enforcement measures against any content, conduct or potential violation of these Terms of Use.

Although Our Representatives may moderate content, conduct and Terms of Use compliance on the Site at our discretion, Our Representatives have no authority to make binding commitments, promises or representations to anyone that they or anyone else on our behalf will “take care” of any alleged problem or complaint, or that they or anyone else on our behalf will otherwise stop, cure or prevent any problem, content, conduct or purported Terms of Use violation from occurring or recurring. Accordingly, you further agree that any representation (written or verbal) by any of Our Representatives (or by anyone else acting on our behalf or by anyone purportedly acting on our behalf) that we (including but not limited to any of Our Representatives, anyone else acting on our behalf, or anyone purportedly acting on our behalf) would or would not prevent, restrict, redress or regulate content (including, without limitation, screen, block, moderate, review, remove, terminate, delete, edit or otherwise stop, cure or exclude any content), or to implement other enforcement measures against any content, conduct or potential or purported Terms of Use violation is superseded by this provision and is nonbinding and unenforceable. Specifically, you agree that we, Our Representatives and anyone else authorized to act on our behalf shall in no circumstance be liable as a result of any representation that we, Our Representative or anyone else on our behalf would or would not restrict or redress any content, conduct or potential or purported Terms of Use violation. This paragraph may not be modified, waived or released except by a written agreement, dated and signed by our Chief Executive Officer and dated and signed by the individual or entity to whom the modification, waiver or release is granted.

Registration and Log In

To access certain features or areas of the Site, you may be required to provide personal and/or demographic information as part of a registration or log-in process. In addition, certain features of the Site are only available to our registered users, and to access those areas of the Site you will be required to log in using your username and email password.

You agree to provide true, accurate, current and complete information about yourself as prompted by the applicable registration or log-in form, and you are responsible for keeping such information up-to-date (this includes your contact information, so that we can reliably contact you). The information you submit must describe you (you may not impersonate another person or entity), and you may not sell, share or otherwise transfer your account information. You shall not use your account for any purpose competitive to celebratesdaily.com.

You are responsible for all activity occurring when the Site is accessed through your account, whether authorized by you or not. Therefore, if you create an account, be sure to protect the confidentiality of your account password. We are not liable for any loss or damage arising from your failure to protect your password or account information.

You may cancel your celebratesdaily.com account at any time by contacting celebratesdaily.com’s customer service as specified on the “Contact Us” page on the Site.

Purchases

celebratesdaily.com may, in its sole discretion, choose to cancel or to not process your order. This may occur when the product or service you wish to purchase is out of stock or has been mispriced, we suspect the request is fraudulent, or in other circumstances celebratesdaily.com deems appropriate in its sole discretion. celebratesdaily.com reserves the right to verify your identity in order to process your order. celebratesdaily.com will either not charge you or will refund the charges for orders that we do not process or that we cancel. celebratesdaily.com reserves the right to correct any error in the stated full retail price.

The Site may contain information about the availability of products or services. In some instances, a product or service may be listed as in stock when the customer places the order, but at the time the order is processed the item is no longer available. If this happens, celebratesdaily.com will notify you by email and the item will be cancelled from your order.

The return policy applicable to specific purchases is determined by us, or the participating merchant or vendor (each, a “Vendor”) on a case-by-case basis and will be identified for each particular product or service on such product page on the Site. The applicable Vendor is solely responsible for processing all returns. If a return policy is not stated on a product page, products are non-returnable, and all sales are final.

celebratesdaily.com attempts to provide accurate descriptions of products and services offered on the Site; however, celebratesdaily.com does not warrant that such descriptions are accurate, complete, reliable, or error-free. If a third party product or service offered on the Site does not match the description on the Site, your sole remedy is to contact the applicable Vendor.

celebratesdaily.com’s sole role is as a service provider for third party Vendors, and the applicability and compliance with any relevant law relating to any service or product is solely determined by and complied with by the applicable Vendor. Vendors are solely responsible for the fulfillment of orders on the Site and for any and all bodily injury, illness, damages, claims, liabilities and costs suffered by or relating to you and the compliance with all laws. You hereby knowingly waive and release celebratesdaily.com from any and all injuries, liabilities, damages, claims and rights of any nature whatsoever arising from any act or omission of a Vendor in connection with the products or services, the provision of the services and products, and compliance by the Vendors with applicable law.

Electronic Communications

The communications between you and us via the Site use electronic means, whether you visit the Site or send us an email, or whether we post notices on the Site or communicate with you via email. For contractual purposes, you consent to receive communications from us in an electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect your non-waivable rights. You may opt out of receiving promotional emails from us by following the unsubscribe instructions in those emails. If you opt out, we may still send you non-promotional communications, such as those about your account or our ongoing business relations.

Links to Other Sites

The Site may contain links to other independent third-party websites (“Linked Sites”). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under our control, and we are not responsible for and do not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites. For any concerns or questions regarding the services or products offered on Linked Sites, please contact the relevant provider directly. Our privacy policy does not apply to these Linked Sites. For information regarding our privacy practices, please refer to our privacy policy available at celebratesdaily.com.

Disclaimer of Warranties

THE SITE AND ALL CONTENT, MATERIALS, PRODUCTS, SERVICES, FUNCTIONALITY, AND OTHER ITEMS INCLUDED OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE ARE PROVIDED BY celebratesdaily.com ON AN “AS IS” AND “AS AVAILABLE” BASIS. celebratesdaily.com MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS, SERVICES, FUNCTIONALITY, OR OTHER ITEMS INCLUDED OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, celebratesdaily.com DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL celebratesdaily.com, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE, WITH THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE. THIS LIMITATION APPLIES EVEN IF celebratesdaily.com HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification

You agree to defend, indemnify, and hold harmless celebratesdaily.com, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Site; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your content caused damage to a third party. This defense and indemnification obligation will survive these Terms of Use and your use of the Site.

Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS. BY AGREEING TO BINDING ARBITRATION, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JURY TRIAL.

Arbitration Agreement: You and celebratesdaily.com agree that any dispute, claim, or controversy arising out of or relating to these Terms of Use or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Site or content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

Arbitration Rules and Governing Law: The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Binding Arbitration” section. The Federal Arbitration Act will govern the interpretation and enforcement of this section. The arbitrator shall apply the substantive law of the State of New York, without regard to its conflict of laws principles.

Arbitration Process: A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of New York and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedures: Unless you and celebratesdaily.com otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and celebratesdaily.com submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision: The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having competent jurisdiction. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable.

Fees: Each party’s responsibility to pay the AAA filing, administrative, and arbitrator fees will be solely as set forth in the AAA Rules.

Changes: Notwithstanding the provisions of the “Modification” section above, if celebratesdaily.com changes this “Binding Arbitration” section after the date you first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use), you may reject any such change by sending us written notice within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of celebratesdaily.com’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and celebratesdaily.com in accordance with the provisions of this “Binding Arbitration” section as of the date you first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use).

Class Action Waiver: YOU AND celebratesdaily.com AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and celebratesdaily.com agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this “Binding Arbitration” section will be null and void.

Termination

We may terminate or suspend your access to all or any part of the Site at any time, with or without cause, with or without notice, effective immediately, for any reason whatsoever. If you wish to terminate these Terms of Use, you may simply discontinue using the Site. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Governing Law and Jurisdiction

These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. You agree that any legal action or proceeding between you and celebratesdaily.com for any purpose concerning these Terms of Use or the parties’ obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction located in New York County, New York.

Entire Agreement

These Terms of Use, together with our Privacy Policy available at celebratesdaily.com and any other legal notices published by celebratesdaily.com on the Site, shall constitute the entire agreement between you and celebratesdaily.com concerning the Site. If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect.

Severability

If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect.

No Waiver

No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and celebratesdaily.com’s failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

Contact Information

For any questions about these Terms of Use, please contact us through the customer service contact form available on the Site at celebratesdaily.com.