1. Grant of License. This Agreement provides You, the User, with a personal, revocable, nonexclusive, nontransferable license to use this Site conditioned on Your continued compliance with the Terms and Conditions. You may print and download materials and information on this Site 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, You 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 Site. The Company may permit You to use certain applications for limited purposes such as using the embeddable calendar spuds (the "Spuds") for noncommercial purposes. You may not modify, build upon, or block any portion of the Spuds in any way. As a further condition of use of this Site, You warrant to the Company that You will not use this Site for any purpose that is unlawful, prohibited by any applicable regulation or is otherwise inconsistent with these Terms and Conditions.

2. Password Policy. Your use of certain portions of this Site may require a User name and password. By agreeing to these Terms and Conditions, You agree to be solely responsible for the confidentiality and use of Your password, as well as for any communications entered through the Site using Your password. You agree that the Company shall not be under any duty to inquire as to the authority or propriety of any instructions given to the Company by You or under Your password; the Company will not be liable for any loss, cost, expense or other liability arising out of any such instructions. You agree to (a) immediately notify the Company of any unauthorized use of Your password or account or any other breach of security, and (b) ensure that You exit from Your account at the end of each session. The Company reserves the right to delete or change a password at any time and for any reason. The Company will not be liable for any loss or damage arising from Your failure to comply with this Section.

3. Account Access. You understand that Your use of the Site may involve the transmission to and from You of information that may be considered personal information. You consent to the transmission by electronic means of such information through the Site, and such consent shall be effective at all times that You use the Site. You understand that Your account information is current as of the date indicated.

4. Provision of Information. When You provide information to the Company through the Site, You agree to provide true, accurate, current and complete information about Yourself. You also agree not to impersonate any third party, misrepresent any affiliation with any third party, or conceal Your identity from the Company for any purpose.

5. Notices, Communications, and Electronic Signatures. You agree to accept all communications from the Company regarding use of the Site at the address(es) You provide to the Company. The Company 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 the Company.

   You agree to be bound by any affirmance, assent or agreement You transmit through the Site. You agree that, when in the future You visit the Site, Your agreement or consent to these Terms and Conditions will be legally binding and enforceable and the legal equivalent of Your handwritten signature.

6. Intellectual Property Rights. All material contained on this Site, unless otherwise indicated, is protected by law to the fullest extent possible including, but not limited to, United States copyright, trade secret, and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided for in this Agreement, nothing contained on this Site shall be construed as granting a license or other rights to You in any intellectual property of the Company or third party. The software and other technology components of this Site, and the contents, selection, coordination, arrangement, and enhancement of the Site are Copyright © 2001-2009, of the Company, or its affiliates and/or licensors. All rights reserved. SOLEIL’S TO-DOS® and all other trademarks, names, logos, and icons identifying the Company or the Company’s goods or services are proprietary marks of the Company or its affiliates. Copyright, trademark, and other proprietary rights in the Site, or portions thereof, may be held by third parties. Such third-party intellectual property rights may not be used without the prior written permission of their respective owners. Removing or altering the copyright notice and any other proprietary notice on any material on this Site is strictly prohibited.

7. Privacy Policy. Please see the Company’s Privacy Policy for a summary of the Company’s practices regarding the collection and use of non-public personal information. Acceptance of these Terms and Conditions constitutes consent to the terms, covenants, conditions, and provisions of the Company’s Privacy Policy.

8. Compliance with Applicable Laws. User’s access to this Site is governed by all applicable federal, state and local laws.

9. Code of Conduct. You may not, nor may You allow others to, directly or indirectly, do any of the following:

   1. Attempt to or actually disrupt, impair or interfere with the operation of, alter or modify the Site or any content. This includes, without limitation, interfering with, defeating, or circumventing any security function of the Site, or attempting to do so.

   2. Collect or attempt to collect any information about others, including, but not limited to passwords, account or other information.

   3. Restrict or inhibit any other authorized user from using and enjoying the Site. This includes, without limitation (i) using, or attempting to use, any account without the user’s permission, or (ii) obtaining or soliciting another user’s password or other personal information under false pretenses.

   4. Post, store, or transmit any knowingly inaccurate or misleading personal information.

   5. Post, store, or transmit any unlawful, threatening, defamatory, obscene, inflammatory, pornographic, profane, or otherwise objectionable (as determined by the Company) information or material.

   6. Post, store, or transmit any information or material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law.

   7. Post, store, or transmit any information or software that contains a virus, worm, Trojan horse, or other harmful or disruptive component.

   8. Except as expressly permitted herein or on the Site, modify, adapt, sublicense, translate, resell, retransmit, reverse engineer, decompile or disassemble any portion of the Site.

   9. Post, store, or transmit materials in violation of a third party’s copyright or other intellectual property contractual or proprietary rights. You are solely responsible for determining whether any material You post, store, or transmit is subject to a third party’s rights.

   10. Use the Site for any unlawful purpose.

10. Assumption of Risk. Use of the Internet and this Site is solely at Your own risk and is subject to all applicable local, state, national, and international laws and regulations. While the Company has endeavored to create a secure and reliable Site, please be advised that the confidentiality of any communication or material transmitted to/from this Site over the Internet cannot be guaranteed. Accordingly, the Company and its employees, agents, directors, officers, proprietors, partners, representatives, shareholders, attorneys, predecessors, successors, and assigns are not responsible for the security of any information transmitted via the Internet. You assume sole and complete risk for using this Site and must make Your own determination as to these matters.

11. Law Enforcement. The Company reserves the right to view, monitor, and record activity on the Site without notice or permission from You. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal activity on the Site. The Company will also comply with all court orders involving requests for such information.

12. Links to Other Sites. The Company may offer links to third-party web sites that may offer various products, services, and/or information. You are hereby notified that use of these third-party web sites may be subject to separate terms and conditions, information collection practices, and other provisions. The Company cannot ensure that You will be satisfied with any products or services offered and/or purchased from such third-party web sites. The Company does not endorse any of the products or services offered in any third-party web sites. Further, the Company has not taken any steps to confirm the correctness, accuracy, or reliability of any information contained in any third-party web sites. Before proceeding with any transaction with any third-party web site, whether the transaction is on-line or off-line, it shall be Your sole responsibility to conduct whatever investigation You deem necessary and appropriate.

13. Events Beyond The Company’s Control. You expressly absolve and release the Company from any claim of harm resulting from a cause beyond the Company’s control including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, natural disasters, strikes or other labor problems, wars, terrorism, or governmental restrictions.

14. DISCLAIMERS. WHILE THE COMPANY ENDEAVORS TO PROVIDE ACCURATE AND TIMELY INFORMATION, THE INFORMATION AVAILABLE ON THIS SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. MOREOVER, THE COMPANY MAY MAKE MODIFICATIONS AND/OR CHANGES IN THIS SITE OR IN THE INFORMATION AVAILABLE ON THIS SITE AT ANY TIME, FOR ANY REASON. YOU ASSUME THE SOLE RISK OF MAKING USE OF, AND/OR RELYING ON, THE INFORMATION AVAILABLE ON OR THROUGH THIS SITE. THE COMPANY MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY IN YOUR JURISDICTION, OR ACCURACY OF THE INFORMATION AVAILABLE ON OR THROUGH THIS SITE FOR ANY PURPOSE. SUCH INFORMATION IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.

    TO THE EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SITE, ANY DELAY OR INABILITY TO USE THIS SITE, ANY DELAY OR INABILITY TO ACCESS YOUR ACCOUNT, UNAUTHORIZED USE OR MISUSE OF YOUR ACCOUNT, ANY INFORMATION AVAILABLE ON THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES SUCH AS CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE COMPANY’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO YOUR USE OF THE SITE SHALL NOT EXCEED $100.

15. Indemnity. You agree to defend, indemnify, and hold harmless the Company and its affiliates and all of their employees, agents, directors, officers, proprietors, partners, representatives, shareholders, attorneys, predecessors, successors, and assigns, from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses), relating to or arising from Your use of the Site, Your submission of event information to the Site, or any breach by You of this Agreement. You shall not in any event settle any matter without the prior written consent of the Company to be withheld at the Company’s sole discretion.

16. Site Access and Termination. The Site is controlled and operated by the Company from its offices within the United States. The Company makes no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where any of the contents of this Site are illegal is prohibited. If You choose to access this Site from other locations, You do so of Your own volition and are responsible for compliance with applicable local laws. The Company reserves the right at any time and for any reason to deny You access to the Site and to terminate this Agreement.

17. Submissions. Any ideas, suggestions, information, know-how, material, or any other content (collectively, "Content") received through the Site will be deemed to include a worldwide, royalty-free, perpetual, irrevocable, nonexclusive right and license for the Company to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, display, (in whole or part), or otherwise act on such Content without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such Content, and You hereby waive any claim to the contrary.

18. 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. The Company reserves the right to remove any material on the Site which allegedly infringes a third party’s copyright. Notices to the Company regarding any alleged copyright infringement on the Site should be directed to: Soleil’s To-Dos, LLC, 10 North Dearborn, Suite 600, Chicago, Illinois 60602, or by e-mail to Soleil@so-LAZE.com.

19. Governing Law. This Agreement has been made in, and will be construed and enforced in accordance with the laws of the State of Illinois. Any action to enforce this Agreement will be brought in the federal or state courts presiding in New York, and all parties to this Agreement expressly agree to be subject to the jurisdiction of such courts.

20. Waiver. Failure to insist on strict performance of any of the Terms and Conditions of this Agreement will not operate as a waiver of any subsequent default or failure of performance. No waiver by The Company of any right under these Terms and Conditions 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.

21. Severability. If any part of these Terms and Conditions is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of these Terms and Conditions shall continue in effect.

22. Relationship. No joint venture, partnership, employment, or agency relationship exists between You and the Company as a result of this Agreement or Your use of this Site.

23. Entire Agreement. These Terms and Conditions, together with the Company’s Privacy Policy, which is hereby incorporated as if set forth fully herein, represent the entire agreement between the You and the Company with respect to use of and material available on or through the Site, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between the You and the Company with respect to the Site. Any rights not expressly granted herein are expressly reserved.

The Site is published by Soleil’s To-Dos, LLC, a privately-held company.