1. Access to the Website and the Services.
The www.navydays.com website and domain name and any other linked pages, features, content, or application services offered from time to time by NAVY DAYS in connection therewith (collectively, the “Website”) are owned and operated by NAVY DAYS. Subject to the Terms and Conditions of this Agreement, NAVY DAYS may offer to provide certain services in connection with the Website or the sale of its products (together with the Website, the “Services”), solely for your own use, and not for the use or benefit of any third party. The term “Services” includes, without limitation, use of the Website, any service NAVY DAYS performs for you and the Content (as defined below) offered by NAVY DAYS on the Website. NAVY DAYS may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or content. NAVY DAYS may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. NAVY DAYS reserves the right, in its sole discretion, to modify this Agreement at any time by posting a notice on the Website, or by sending you a notice via email or postal mail. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Services following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified.
2. Scope of Use.
This Website is intended for the use of persons over the age of 16, seeking to shop for and purchase NAVY DAYS’ Products. NAVY DAYS does not knowingly collect or solicit personal information from anyone under the age of 16 or knowingly allow such persons to use our Website. If you are under 16, please do not attempt to send any information about yourself to us, including your name, address, telephone number, or email address. No one under age 16 may provide any personal information to NAVY DAYS or use the Website. In the event that we learn that we have collected personal information from a child under age 16 without verification of parental consent, we will delete that information as quickly as possible. If you believe that we might have any information from or about a child under 16, please contact us at email@example.com.
You represent and warrant to NAVY DAYS that: (i) you are an individual (i.e., not a corporation or other entity), and you are of legal age to form a binding contract or at least 16 years of age and have your parent’s permission to use this Website and purchase products from NAVY DAYS; (ii) all information you submit to us is accurate and truthful; and (iii) you will maintain the accuracy of such information. You also certify that you are legally permitted to use and access the Website and take full responsibility for the selection and use of and access to the Website and any transactions effected thereunder. This Agreement is void where prohibited by law, and the right to access the Website is revoked in such jurisdictions.
3. Website and Ownership of Content.
The Website and Services, and their contents are intended solely for the personal, non-commercial use of bona fide customers and prospective customers of NAVY DAYS and may only be used in accordance with the terms of this Agreement. All materials displayed or performed on the Website (including, but not limited to software or HTML code, scripts, text, video, audio, text, graphics, articles, photographs, images, illustrations, and written or other materials that appear as part of this Website (also known as the “Content,” and which includes User Submissions (as defined below)) are protected by U.S. copyright laws and international laws and treaties. All content is provided by NAVY DAYS under a limited license as part of the Services offered to its current and prospective customers and may be used only for personal use related to the purchase of NAVY DAYS’s products. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Website, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or third party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right.
The Website is protected by copyright as collective works and/or compilations, pursuant to U.S. copyright laws, international conventions, and other intellectual property laws. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section 3), create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or Services in whole or in part.
The Website is protected by copyright as collective works and/or compilations, pursuant to U.S. copyright laws, international conventions, and other intellectual property laws. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section 3), create derivative works based on, distribute, perform, display, or in any way exploit any of the Content, software, materials, or Services in whole or in part. You may download or copy the Content (and other items displayed on the Website or Services) for personal non-commercial use only, provided that you maintain all copyright and other notices contained in such Content. You shall not store any significant portion of any Content in any form. Copying or storing of any Content other than for personal, noncommercial use is expressly prohibited without prior written permission from NAVY DAYS or from the copyright holder identified in such Content’s copyright notice.
NAVY DAYS may revoke this limited license at any time for any or no reason. Any unauthorized use of NAVY DAYS’ Content, such as framing, in-line linking, or other association with content or information not originating from the NAVY DAYS Website, is not permitted. Linking to any NAVY DAYS Website is also prohibited. NAVY DAYS will aggressively enforce its intellectual property rights to the fullest extent of the law.
You understand that all information publicly posted or privately transmitted through the Website or the Services is the sole responsibility of the person from which such content originated and that NAVY DAYS will not be liable for any errors or omissions in any content. You understand that NAVY DAYS cannot guarantee the identity of any other users with whom you may interact in the course of using the Website or the Services. Additionally, NAVY DAYS cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Website or the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. The Content and the Services are provided to users of the Website as a courtesy, without consideration, on an “as is” basis, with no representations or warranties of any kind (other than as expressly set forth in the Terms of Sales in effect from time to time) and applicable in connection with the purchase of NAVY DAYS’ products. Under no circumstances will NAVY DAYS be liable in any way for any Content or for the Services, or the lack thereof, including, but not limited to, any errors or omissions in, or suspension, cancellation, or interruption of any Content or Services, or any loss or damage of any kind incurred in connection with use of the Services, use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services.
NAVY DAYS and its affiliated companies hereby retain and will enforce all rights in and to its trademarks, trade names, logos, names, and trade dress (collectively “Trademarks and Trade Dress”). The Trademarks and Trade Dress are protected by U.S. federal and state trademark laws, and international laws and treaties. No license for the use of the Trademarks and Trade Dress is granted to you under these Terms and Conditions or by your use of the Website or the Services. Unauthorized use of our Trademark and Trade Dress in any manner is strictly prohibited.
The terms and conditions of any purchase and sale of products from Navy Days, whether through the Website or otherwise, shall be governed and controlled by the “Sales Terms and Conditions” set forth on this Website.
All features, specifications, products and prices of products and services described on this Website are subject to change, unavailability, or removal at any time without notice. From time to time there may be information on the Website that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, and availability. We make no representation as to the completeness, accuracy, or currency of any information on this Website. We reserve the right to make changes in information about price, description, or availability without notice. To the maximum extent permitted by law, we reserve the right, without prior notice, to limit the order quantity on any product and/or refuse service or products to any customer (see, our Sales Terms and Conditions). We make reasonable efforts to display as accurately as possible the colors of our products that appear on the Website; however, the actual color you will see will depend on your device, and we cannot guarantee that your device will accurately display our colors. The inclusion of any products on this Website/App does not imply or warrant that these products will be available at any particular time
6. User-Generated Content.
a. Posting Guidelines
If you post reviews, comments or other text, you confirm that you are at least 16 years old; if you post photographs or videos, you confirm you are at least 18 years old or have your parent/guardian’s permission; and by posting any User-Generated Content, you agree to the following terms:
(i) Posting such User-Generated Content constitutes your consent and grant to NAVY DAYS of an irrevocable, non-exclusive, perpetual, worldwide, royalty-free, unrestricted, and unlimited right and permission, but not the obligation, to utilize, reproduce, exploit, alter, edit, modify, distribute, publish, exhibit, digitize, broadcast, display, publicly perform, and prepare derivative works of the User-Generated Content, your name, likeness, voice and biographical information, and any material based thereon or derived therefrom, in any form or media now or hereafter known for any and all purposes throughout the World whatsoever, including, without limitation, advertising, marketing or commercial purposes, without any payment to or further authorization by you.
(ii) You waive any right to inspect or approve any material in which NAVY DAYS may eventually use your User-Generated Content and understand that NAVY DAYS may crop, shape, or otherwise adjust any User-Generated Content.
(iii) You represent and warrant that the User-Generated Content will not violate the intellectual property or proprietary rights of any third party and are legally entitled to post the User-Generated Content and to grant all relevant licenses and permissions to use the User-Generated Content as contemplated herein.
(iv) You agree not to take any legal action against, and release and discharge NAVY DAYS and its directors, officers, employees, agents and affiliates, or any other person or entity acting on its behalf, from all claims in connection with the use of the User-Generated Content, your name, likeness, voice or biographical information, as contemplated herein.
(v) You understand and agree that such User-Generated Content may be accessed and viewed by others, including by the general public, and, whether or not such User-Generated Content is published, NAVY DAYS does not guarantee any confidentiality with respect to any User-Generated Content. You are solely responsible for your own User-Generated Content and the consequences of their publication on this Website or elsewhere (assuming we choose to post them once submitted). We reserve the right to determine in our sole discretion whether User-Generated Content is appropriate; whether it complies with these Terms and Conditions, our standards, and applicable law; and whether it may be posted or removed.
You may request removal of any of your User-Generated Content on this Website by sending a removal request email to firstname.lastname@example.org from the email address provided when you submitted your User-Generated Content; your email must include a link to the URL of the page on which your User-Generated Content is posted or a description of the page on which it is posted.
b. Prohibited Uses.
You warrant, represent and agree that you will not contribute any Content or otherwise use the Website or Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable; (iv) involves commercial activities and/or sales without NAVY DAYS’ prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including without limitation any employee or representative of NAVY DAYS; or (vi) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program. NAVY DAYS reserves the right to remove any Content from the Website at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if NAVY DAYS is concerned that you may have breached the immediately preceding sentence), or for no reason at all. You, not NAVY DAYS, remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services, and you warrant that you possess all rights necessary to provide such content to NAVY DAYS and to grant NAVY DAYS the rights to use such information in connection with the Website and Services and as otherwise provided herein.
You are responsible for all of your activity in connection with the Website and Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to access or use the Website and Services. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other user of the Website or Services. Use of the Website or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited. You will not run Maillist, Listserv, any form of auto-responder, or “spam” on the Website or Services, or any processes that run or are activated while you are not logged on to the Website, or that otherwise interfere with the proper working of or place an unreasonable load on the Website’s infrastructure. Further, the use of manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Website is strictly prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Website or Services. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Website or Services.
c. Notice of Copyright Infringement Under the Digital Millennium Act (DMCA)
We do not permit copyright infringing activities on this Website. We may remove any User-Generated Content of any kind if properly informed that the User-Generated Content infringes another's copyright rights. We may terminate the ability to submit User-Generated Content if, under appropriate circumstances, a person submitting User-Generated Content to this Website is determined to be a repeat infringer.
If you are a copyright owner or an agent for such owner and believe that any User-Generated Content or other material on this Website by third parties infringes upon your copyrights, you may notify us by providing the following information in writing:
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed;
(ii) Identification of the location where the original or an authorized copy of the copyrighted work exists;
(iii) Identification of the User-Generated Content or material that is claimed to be infringing and a description of the infringing activity and information reasonably sufficient to permit NAVY DAYS to locate the same;
(iv) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address;
(v) A statement that you have a good faith belief that use of the User-Generated Content or material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed.
(vii) Our agent for notice of claims of copyright infringement can be reached as follows: email@example.com.
7. Registration and Security.
You may be asked if you wish to register with NAVY DAYS and select a password and user name (“Registration”). If you choose to access the Website through a third party site or service (such as Facebook), NAVY DAYS may require that your Registration be the same as your user name for such third party site or service. If you do not provide NAVY DAYS with accurate, complete, and updated Registration information, NAVY DAYS may elect to suspend or termination of your account. You may not (i) select or use in any Registration a name of another person with the intent to impersonate that person; or (ii) use a name subject to any rights of a person other than you without appropriate authorization. NAVY DAYS reserves the right to refuse or cancel any Registration in its discretion. You shall be responsible for maintaining the confidentiality of your password. If you access the Website or Services through a third party site or service, you will provide your third party account credentials to NAVY DAYS, and you are consenting to have the information in those accounts transmitted into your NAVY DAYS account, and you agree that you shall only use accounts owned by you, and not by any other person or entity.
The Website may contain links to third party websites or services (“Third Party Websites”) that are not owned or controlled by NAVY DAYS, or the Website or Services may be accessible by logging in through a Third Party Website. When you access Third Party Websites, you do so at your own risk. You hereby represent and warrant that you have read and agree to be bound by all applicable policies of any Third Party Websites relating to your use of the Services and that you will act in accordance with those policies, in addition to your obligations under this Agreement. NAVY DAYS has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any Third Party Websites. In addition, NAVY DAYS will not and cannot monitor, verify, censor, or edit the content of any Third Party Website. By using the Services, you expressly relieve and hold harmless NAVY DAYS from any and all liability arising from your use of any Third Party Website.
Your interactions with organizations and/or individuals found on or through the Website or Services, including payment and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that NAVY DAYS shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this site, or between users and any third party, then you understand and agree that NAVY DAYS is under no obligation to become involved. In the event that you have a dispute with one or more other users or third parties, you hereby release NAVY DAYS, its officers, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes. If you are a California resident, then you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
9. Warranty Disclaimer; Limitation of Liability.
You acknowledge that NAVY DAYS has no control over, and no duty to take any action regarding:
You release NAVY DAYS from all liability for you having acquired or not acquired Content through the Website or Services. The Website or Services may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. NAVY DAYS makes no representations concerning any content contained in or accessed through the Website or Services, and NAVY DAYS will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Website or Services. NAVY DAYS makes no representations or warranties regarding the accuracy of descriptions anywhere on the Website or in the Services, or regarding suggestions or recommendations of services or products offered or purchased through the Website or Services (including, without limitation, the actual color, texture, size, fit, quality, or use of such products).
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, CONTENT, WEBSITE, AND PRODUCTS OBTAINED THROUGH THE WEBSITE, AND ANY SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
To the fullest extent allowed by applicable law, in no event shall NAVY DAYS or its suppliers, or their respective officers, directors, employees, or agents, be liable with respect to the Website or the Services or the subject matter of this agreement under any contract, negligence, tort, strict liability, or other legal or equitable theory: (i) for any amount in the aggregate in excess of the greater of $100 or the fees paid by you for the Services and any products or services purchased through the Services during the 12-month period preceding the applicable claim; (ii) for any indirect, incidental, punitive, or consequential damages of any kind whatsoever; (iii) for data loss or cost of procurement of substitute goods or services; or (iv) for any matter beyond NAVY DAYS’s reasonable control. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply to you.
You agree to defend and hold NAVY DAYS and its affiliates, and their respective directors, officers, employees, and agents, harmless from and against any and all losses, damages, or expenses, including reasonable legal fees and costs, arising from any third party claims, lawsuits, or judgments arising out of or in connection with:
(i) your use of the Website, except to the extent, and solely to the extent, caused by NAVY DAYS’ gross negligence or willful misconduct;
(ii) any breach by you of these Terms and Conditions;
(iii) any violation of any law, rule, or regulation by you or people acting in your behalf;
(iv) any infringement by you or your agents of the intellectual property or other legal rights of any third party; or
(v) any photographs, images, data, or other content or information submitted to the Website or NAVY DAYS through your user account, or that you otherwise make available on the Website.
This Agreement shall remain in full force and effect while you use the Services. You may terminate your use of the Services at any time. NAVY DAYS may terminate or suspend your access to the Services or your membership at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your membership. NAVY DAYS may also terminate or suspend any and all Services and access to the Website immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Upon termination of your account, your right to use the Services, access the Website, and any Content will immediately cease. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability. If you have placed an order prior to termination of this Agreement or your membership, then please note that such order may be cancelled upon such termination.
All notices, demands, consents, approvals, or other communications required or otherwise sent or given pursuant to these Terms and Conditions shall be sent and deemed delivered upon electronic transmission through the Website.
13. Arbitration; Governing Law.
No implication is made that the materials published on this Website are appropriate for use outside of the United States. If you access this Website from outside of the United States, then you do so on your own initiative and at your own risk. NAVY DAYS controls this Website from its offices within the State of New York, and does not make any sales of Products outside the United States of America.
Except as set forth in this Section, any dispute or difference arising out of or in any way related to the services, these Terms and Conditions, the Website, or your use thereof (“Dispute”), will be submitted for resolution and settlement by binding arbitration before the American Arbitration Association (“AAA”), located in the City, County, and State of New York, in accordance with the rules of the AAA then pertaining. In all events, and notwithstanding any rules of the AAA to the contrary, the following shall apply:
(i) you or NAVY DAYS may at any time commence a proceeding hereunder to resolve a Dispute by giving notice to the other of the existence of the Dispute and within thirty (30) days for such notice, each of you and NAVY DAYS shall designate one arbitrator (who shall serve without right of objection by the other party based upon interest, bias or the like)(the “Arbitrator-Designees”); (ii) the two Arbitrator-Designees shall cause the appointment of a third independent arbitrator in accordance with the rules of the AAA and the Dispute shall be resolved by these three arbitrators (the “Arbitrators”) as a panel; (iii) the Arbitrators shall conduct the proceedings so as to arrive at a determination as speedily as practicable under all relevant circumstances; (iv) the substantive law of the State of New York including, without limitation, that law as it applies to the construction, performance and breach of contracts, and damages in connection therewith, shall, in all respects, govern and apply to any determination in such arbitration; (v) all costs of arbitration payable to the AAA shall be borne by the party initiating the arbitration proceeding; (vi) all costs of arbitration payable to the AAA shall, as part of any arbitration award, be taxed against the losing party; (vii) unless you and NAVY DAYS shall agree to the contrary, the arbitration proceeding shall be recorded stenographically in its entirety and the costs thereof shall be borne equally by both of us; and (viii) all other of your and NAVY DAYS’ respective expenses in connection with any such arbitration including, without limitation, our respective attorneys’ fees, such shall be borne by each of us separately. The decision and award of the Arbitrators shall be final. Confirmation of the Arbitrators’ award and judgment upon the award rendered may be entered in any court of competent jurisdiction, including, but not limited to, the Supreme Court of the State of New York, County of New York. Both you and NAVY DAYS expressly consent to the jurisdiction of the Supreme Court of the State of New York, County of New York with respect to any proceeding to enforce, confirm or set aside any such arbitration award.
Notwithstanding the provisions of these Terms and Conditions, NAVY DAYS, at its sole option exercisable by notice to the User or the institution of legal proceedings as provided herein, may seek injunctive relief arising out of or in connection with these Terms and Conditions to be determined by the courts of the State of New York or the U.S. District Court located in the County, City and State of New York, and the parties expressly agree to said forum and waive any defense of lack of personal jurisdiction, forum non conveniens or improper venue.