Use of the Official Website of Late Night Digital, Inc. - latenightdigital.tv and others (collectively, the "Website") - is subject to the terms set forth below. Please read them carefully:
1. Website Ownership
The Website is owned by Late Night Digital, Inc. All content contained in the Website (the "Materials") is either owned by or licensed to Late Night Digital, Inc.. Late Night Digital, Inc. and its licensors retain all proprietary rights to the Materials. Except for downloading one copy of the Materials on any single computer or printing any of the Materials for your personal, non-commercial home use or, you must not reproduce, prepare derivative works based upon, distribute, perform or display the Materials without first obtaining the written permission of Late Night Digital, Inc.. Materials must not be used in any unauthorized manner.
2. Message Features
The Website may offer opportunities for you to transmit messages in connection with various features, including online postcards ("Message Features"). You must use Message Features in a responsible manner, and are solely responsible for any content you transmit. You must not transmit any message ("Message") in connection with any Message Feature that: (i) imposes an unreasonable or disproportionately large load on the Website's infrastructure, or otherwise adversely affects, restricts or inhibits any other user from using and enjoying the Website; (ii) is threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent; (iii) constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law; (iv) violates, plagiarizes or infringes the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; (v) contains a virus or other harmful component; (vi) contains any information, software or other material of a commercial nature; (vii) contains advertising, promotions or commercial solicitations of any kind; (viii) constitutes or contains false or misleading indications of origin or statements of fact; (ix) contains material irrelevant to the subject matter of the Message Feature; or (x) contains any virus, trojan horse, worm, time bomb, cancelbot or other similar harmful or deleterious programming routine.
In order to participate in any Message Feature, you may be asked to register by providing certain personal information such as your name and/or email address. (The Website's Privacy Policy explains how such information may be collected and used.)
By transmitting any Message, you are granting Late Night Digital, Inc. a perpetual, royalty-free, non-exclusive, and irrevocable right and license to reproduce, prepare derivative works based upon, distribute, perform or display such Message, in whole or in part, in any form, media or technology known or hereafter developed.
Late Night Digital, Inc. and its vendors act as a passive conduit in connection with your use of Message Features. The Palms and its vendors have the right, but not the obligation, to review, edit or delete any Message transmitted by you that they believe may create a liability for them, and also to deny access to any Message Feature. Display of any Message in any Message Feature does not constitute its approval or endorsement by the Palms or its vendors.
You acknowledge that Messages are not confidential and they may be read, intercepted by others and widely accessible on the World Wide Web. You acknowledge that by submitting Messages to this Website, no confidential, fiduciary, contractually implied or other relationship is created between you and the Palms and its vendors other than as expressly set forth in this Agreement.
3. Late Night Digital, Inc. may change, suspend or discontinue any aspect of the Website at any time, including the availability of any Website feature, database, or content. Late Night Digital, Inc. may also impose limits on certain features and services or restrict your access to parts or the entire Website without notice or liability.
4. Sale of Merchandise Through On-line Store
Sales from the Website Store ("Store") are subject to the following terms and conditions :
The Website may allows you to order products (?Merchandise?) supplied by the Palms or by independent merchandise vendors (the "Vendors? ).
ALL ORDERS ARE SUBJECT TO PRODUCT AVAILABILITY. Late Night Digital, Inc. EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY DAMAGE, LOSS OR INJURY ARISING OUT OF THE ACTIVITIES OF ANY VENDOR OTHER THAN Late Night Digital, Inc., THE MERCHANDISE OFFERED BY VENDORS OTHER THAN Late Night Digital, Inc., ANY LOSS OR INJURY RESULTING FROM YOUR ACCESS OR INABILITY TO ACCESS THE STORE, OR ANY LOSS OR INJURY ARISING OUT OF YOUR PURCHASE OR USE OF THE MERCHANDISE.
This Website may contain typographical errors or inaccuracies and may not be complete or current. Late Night Digital, Inc. therefore reserves the right to correct any errors, inaccuracies or omissions (including after an order has been submitted) and to change or update information at any time without prior notice. Please note that such errors, inaccuracies or omissions may relate to pricing and availability, and we reserve the right to cancel or refuse to accept any order placed based on incorrect pricing or availability information. We apologize for any inconvenience.
In order to purchase Merchandise on the Website, you must provide complete and accurate personal information consisting of your name, address, telephone number, e-mail address, credit card information and shipping address. (The Website's Privacy Policy explains how such information may be collected and used.) Your ability to purchase Merchandise is subject to limits established by your credit card issuer. You must notify us immediately of any change in your credit card information, including any change to your home address. Late Night Digital, Inc. may bill your credit card at the time the Merchandise is ordered or shipped. You must pay all amounts accrued in your account, including sales tax and shipping and handling charges, when due. The Palms may in its sole discretion decline service to or terminate any account. Neither Late Night Digital, Inc., its Vendor nor any entity affiliated with Late Night Digital, Inc. is responsible for and must not be held liable for any breaches in transaction security by any third party.
5. Contests and Sweepstakes
The Website may offer you opportunities to enter contests and sweepstakes. By participating in any such event, you signify your agreement to all special terms set forth on the Website applicable to the event as well as the terms of this Agreement.
6. Linking
The Website may contain links and pointers to other World Wide Web sites and resources. Links to and from the Website to other web sites maintained by third parties, do not constitute an endorsement by Late Night Digital, Inc. or any of its affiliates of any third party web site or content. Late Night Digital, Inc. is not responsible for the availability of these third party resources or their contents. You should direct any concerns regarding any external link to its web site administrator or webmaster.
7. Disclaimer of Warranties; Limitations on Liability
USE OF THE WEBSITE IS AT YOUR EXCLUSIVE RISK, AND THE RISK OF INJURY FROM THE FOREGOING RESTS EXCLUSIVELY WITH YOU.
EXCEPT FOR ANY WARRANTIES THAT MAY BE EXPRESSLY PROVIDED, THE WEBSITE IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF TITLE OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Late Night Digital, Inc. DOES NOT WARRANT THAT: (1) THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE; (2) DEFECTS OR ERRORS IN THE WEBSITE WILL BE CORRECTED; (3) THE WEBSITE WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; OR (4) ANY INFORMATION CONTAINED IN THE WEBSITE WILL BE ACCURATE OR RELIABLE.
NOTWITHSTANDING ANY TERM IN THIS AGREEMENT, OTHER OPERATING TERM SET FORTH BY Late Night Digital, Inc. OR ANY ACT OR FAILURE TO ACT BY Late Night Digital, Inc. OR ITS VENDORS, YOU ARE EXCLUSIVELY LIABLE FOR THE CONTENT OF EVERY MESSAGE YOU TRANSMIT VIA THE WEBSITE.
IN NO EVENT SHALL Late Night Digital, Inc. BE LIABLE FOR ANY BREACH IN TRANSACTION SECURITY CAUSED BY A THIRD PARTY ARISING OUT OF OR RELATING TO ANY ATTEMPT TO UTILIZE ANY FEATURE OF THE WEBSITE, INCLUDING APPLYING FOR A PALMS CLUB ACCOUNT, PURCHASING MERCHANDISE, OR MAKING RESERVATIONS.
IN NO EVENT SHALL Late Night Digital, Inc., ITS VENDORS OR ANY OTHER ENTITY AFFILIATED WITH Late Night Digital, Inc. OR WITH THE MALOOFS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO USE OF OR INABILITY TO USE THE WEBSITE AND MERCHANDISE OR SERVICES PURCHASED THROUGH THE WEBSITE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF Late Night Digital, Inc. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE LIABILITY OF Late Night Digital, Inc. IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
IN NO EVENT SHALL Late Night Digital, Inc. OR ANY OTHER ENTITY AFFILIATED WITH Late Night Digital, Inc. OR THE MALOOFS BE LIABLE FOR ANY FAILURE, INTERRUPTION OR ERROR WITH RESPECT TO ANY ASPECT OF THE WEBSITE, INCLUDING THE AVAILABILITY OF ANY SITE FEATURE.
8. Intellectual Property Rights; Limited License
You acknowledge that all right, title and interest in and to all content on the Website, including all information, data, video, audio, graphics, logos, button icons, software and other materials contained on or that make up the Website, is the sole and exclusive property of Late Night Digital, Inc., and is protected by U.S. and international copyright laws.
You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, and forms) of Late Night Digital, Inc. without the prior written consent of Late Night Digital, Inc.. You may not use any metatags or any other "hidden text" utilizing our name, trademarks, service marks, or trade names without the prior written consent of Late Night Digital, Inc. You may not use our names, trademarks, service marks, trade names, logos, slogans, or proprietary graphics as any part of a link without the prior written consent of Late Night Digital, Inc. Any unauthorized use terminates any license or permission granted by Late Night Digital, Inc. Except as expressly stated above, nothing contained herein shall be construed as granting, by implication, estoppel or otherwise, any license or right to the content of the Website.
All Late Night Digital, Inc. trademarks, service marks, trade names, logos, slogans, and other identifying marks appearing on the Website are the sole and exclusive property of Late Night Digital, Inc. You may not copy or use any of the Late Night Digital, Inc. marks or any marks confusingly similar to the Late Night Digital, Inc. marks without the prior written consent of the Late Night Digital, Inc., nor may you use the Late Night Digital, Inc. marks in any manner that discredits or disparages Late Night Digital, Inc.. All other trademarks not owned by Late Night Digital, Inc. that appear on the Website are the property of the respective owners, who may or may not be affiliated with, connected to, or sponsored by Late Night Digital, Inc..
Except for personally identifiable information that we obtain from you, any information you provide, including without limitation, any feedback, comments, suggestions, use of the Message Features and/or ideas you may submit to us, is hereby deemed nonconfidential and nonproprietary, shall become the property of Late Night Digital, Inc., and may be used by us for any purpose without restriction or obligation. You represent and warrant that any content you submit to us (1) is accurate, (2) does not violate any law or infringe any third party's intellectual property rights, and (3) contains no matter that is obscene, harassing, vulgar, defamatory or libelous, constitutes an illegal threat, or violates rights of privacy or publicity of a third party.
The Website may provide you with the ability to use passwords, usernames, or other codes or devices to gain access to restricted portions of the Website ("Access Codes"). The content contained in such restricted areas is confidential to Late Night Digital, Inc. and is provided to you for your personal use only. We reserve the right to prohibit the use of such access codes on your behalf by third parties if we determine, in our sole and absolute discretion, that such use interferes with our Website's operation or results in commercial benefits for other entities to our detriment.
Late Night Digital, Inc. treats enforcement of its intellectual property rights seriously.
9. Policy For Making Claims Of Copyright Infringement
If you believe that any content has been posted on the Website in a manner that constitutes copyright infringement, please notify us by providing our designated Copyright Agent with the written information specified below:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
A description of the copyrighted work(s) claimed to have been infringed;
A description of the material on the Website that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact you, such as your address, telephone number and e-mail address;
A statement by you that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
A statement by you that the information in your notice to us is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.
Late Night Digital, Inc. designated Copyright Agent for notice of claims of copyright infringement is:
Justin@LateNightDigital.tv.
10 . Indemnification
You hereby agree to indemnify and hold Late Night Digital, Inc. and any entity affiliated with Late Night Digital, Inc., and their respective general and limited partners, members, shareholders, directors, officers, employees, agents and representatives harmless from all claims, liabilities, damages and expenses (including attorneys' fees and expenses) arising out of or relating to: (A) your use of the Website, or (B) any alleged breach of this Agreement by you.
11. Termination
Late Night Digital, Inc. may change, suspend or discontinue any aspect of the Website at any time, including the availability of any Website feature, database, or content. Late Night Digital, Inc. may also impose limits on certain features and services or restrict your access to parts or the entire Website without notice or liability at any time in Late Night Digital, Inc. exclusive discretion, without prejudice to any legal or equitable remedies available to Late Night Digital, Inc., for any reason or purpose, including, but not limited to, conduct that Late Night Digital, Inc. believes violates these Terms of Use or other policies or guidelines posted on the Website or conduct which Late Night Digital, Inc. believes is harmful to other customers, to the Late Night Digital, Inc. business, or to other information providers. In addition, this Agreement may be immediately terminated at any time by Late Night Digital, Inc. in its sole discretion. In addition and without prejudice to any other remedy available to Late Night Digital, Inc., Late Night Digital, Inc. may immediately terminate this Agreement if you breach any term of this Agreement or other operating term set forth by Late Night Digital, Inc.
12. Choice of Law; Jurisdiction; Attorneys' Fees
This Agreement will be governed by the laws of the State of Nevada applicable to contracts entered into and performed exclusively in that State. Any court of competent jurisdiction sitting within Clark County , Nevada will be the exclusive jurisdiction and venue for any dispute arising out of or relating to this Agreement. You hereby waive any argument that any such court does not have jurisdiction over you or such dispute or that venue in any such court is not appropriate or convenient. The Palms will be entitled to recover its court costs and reasonable attorneys' fees and expenses incurred in successfully proving any breach of any term of this Agreement.
13. Privacy Policy
The Website is a United States web site and is subject to United States law. The Late Night Digital, Inc. use of data collected via the Website is governed by our Privacy Policy. A link to the Privacy Policy can be found in the footer of any Late Night Digital, Inc. website. You acknowledge and agree that our Privacy Policy is incorporated into this Terms and Conditions of Use.
14. Miscellaneous
This Agreement constitutes the entire agreement between the parties, and supersedes all prior written or oral agreements or communications with respect to the subject matter herein. Late Night Digital in its sole discretion may amend this Agreement, and your use of the Website after such amen |
