THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND E.D.Smith® Foods, Ltd (THE "COMPANY"). YOU MUST READ THIS AGREEMENT (THE "AGREEMENT") CAREFULLY BEFORE USING THIS WEBSITE. BY ACCESSING, BROWSING, SUBSCRIBING TO OR OTHERWISE, YOU AGREE TO COMPLY WITH THE TERMS AND CONDITIONS IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME. IF YOU DO NOT AGREE, YOU MAY NOT USE THIS WEBSITE.
Ownership of Website Content
Except for public domain material, all content and material on and/or forming part of this website from time to time, including all text, information, links, graphics, audio, video, animation, logos, trademarks service marks and trade names, and the design and arrangement thereof, and all source code and software (collectively referred to as the "Content"), are protected by copyright, trademark and other laws, and are owned or controlled by the Company or its licensors. All rights not expressly granted to you in this Agreement are reserved. You agree that you will use the Content, or any part thereof, solely for your private, non-commercial use or for such other use as may be authorized in writing in advance by the Company, and shall retain all copyright and other proprietary notices in the same form and manner as on the original.
The Company and its affiliates own the trademarks, service marks, and trade names ("Trademarks") used on this site. Nothing on this site should be construed to grant a license to use the Trademarks, and any use of the Trademarks without the prior written consent of the Company is prohibited.
Except as expressly provided herein, this website and the Content, or any part thereof, may not be reproduced, modified, republished, uploaded, posted, transmitted, sold, distributed or otherwise used in any way, without the express prior written permission of the Company. Prohibited conduct includes, without limitation:
a. modifying, translating, reverse engineering, decompiling, disassembling this website, the Content or any part thereof;
b. renting, leasing, sublicensing or transferring any rights in this website or the Content;
c. removing any proprietary notices or labels on this website or the Content;
d. violating, plagiarizing or infringing on the rights of the Company or any third party, including copyright, trademark, privacy, contractual or other personal or proprietary rights;
e. any unauthorized use of the Content (including use on any other website or networked computer environment); and
f. engaging in any conduct which the Company, in its sole discretion, determines to be detrimental to its interests, including, without limitation, acting or failing to act in a manner contrary to this Agreement, or intentionally interfering with the website or the Company's computer systems.
Engaging in prohibited conduct may subject you to civil liability and criminal prosecution under applicable laws.
(a) No Warranties
THIS WEBSITE, THE CONTENT AND THE PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER LAW, THE COMPANY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, AND IMPLIED WARRANTIES AND CONDITIONS ARISING FROM THE COURSE OF DEALING OR COURSE OF PERFORMANCE. THE COMPANY DOES NOT WARRANT THAT THIS WEBSITE OR ANY PRODUCTS OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR CORRECTNESS, TIMELINESS, OR USEFULNESS OF ANY OPINIONS, ADVICE, SERVICES, MERCHANDISE OR OTHER INFORMATION PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY. IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU OR ANYONE ELSE IN RELIANCE UPON THE INFORMATION PROVIDED THROUGH THE SERVICE.
(b) Linked Sites
The Company shall have no responsibility or liability to you in connection with third party websites accessible by links posted on this website, including without limitation sites owned or operated by Company affiliates ("Linked Sites"). Access to Linked Sites is at your own risk and the Company is not responsible for the availability, accuracy or reliability of the contents of any Linked Site or any link posted on a Linked Site. The Company provides links to you only as a convenience, and the inclusion of a link does not imply endorsement of the Linked Site or any products, services, materials or statements contained or referred to thereon by the Company.
(c) United States Only
Unless otherwise expressly indicated, all representations, description, claims, market information, and other Content contained on this website are intended to promote the Company's products and services in the United States only.
Limitation of Liability
You agree that the Company and its subsidiaries, affiliates, directors, officers, employees, representatives, licensors and licensees shall not be liable to you for any damages of any kind arising from your use of this website, any Products or Services or any Linked Sites or your reliance on any Content. You agree that this limitation of liability is comprehensive and applies to all damages of any kind, including, but not limited to, direct, indirect, special, incidental, consequential or punitive damages.
You agree to indemnify, defend and hold harmless the Company and its subsidiaries, affiliates, directors, officers, employees, representatives, licensors and licensees, from any damages, losses, costs and expenses (including reasonable legal fees), incurred in connection with any third party claim or demand alleging or based upon your breach of this Agreement or your violation of any law or the rights of such third party. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and you shall cooperate as fully as reasonably required by the Company.
The Company may, in its sole discretion, terminate or suspend your access to all or part of this website, the Content and/or any Products or Services for any reason, including, without limitation, your breach of the Agreement or transmission of any unsolicited advertising materials.
You agree not to submit, publish, transmit, display, disseminate or otherwise communicate any libelous, defamatory, inaccurate, abusive, threatening, offensive or illegal material while connected to or otherwise using this website or any Service. Transmission of such material shall constitute a material breach of this Agreement.
The Company does not accept unsolicited ideas for new products, packaging, advertising, or other submissions related to the Company's business. If you do not abide by this policy and choose to submit an idea or material to the Company, the idea or material becomes and remains the sole and exclusive property of the Company without any compensation to you.
By submitting content to any area of this website (including recipes) or through any Service, you grant the Company and its affiliates a royalty-free perpetual, irrevocable, transferable, non-exclusive right (including any moral rights) and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform, display and otherwise use such content, in whole or in part, worldwide in all manner and media (whether now known or later developed). You represent and warrant that you have, or the third party holder of the moral rights in such content has, completely and effectively waived all such rights and that you have the lawful right and authority to grant the license granted herein. You also authorize any user of this website to access, display, view, store and reproduce such content for personal use.
Access to this website, the Content and the Products and Services is not permitted where prohibited by law. If you choose to access this website and/or use the Products or Services, you do so on your own initiative and are responsible for compliance with applicable laws.
This Agreement and your use of this website shall be governed by the laws of the state of Illinois and the federal laws of the United States applicable therein. Any dispute arising under this Agreement shall be resolved exclusively by the state and federal courts located in Chicago, Illinois. You agree not to bring any legal action against the Company in any jurisdiction except the state of Illinois and you shall submit and consent to such jurisdiction. If any provision of this Agreement shall be deemed unlawful by a court of law, then the impugned provision shall be deemed severed and shall not affect the validity and enforceability of any remaining provisions. This Agreement constitutes the entire agreement between you and the Company in connection with your use of this website. Your use of this website is not intended and shall not be deemed to create any agency, joint venture or other legal relationship of any kind between you and the Company other than that of independent contractors.
Updates and Amendments
The Company reserves the right to change, modify or amend this Agreement, or add or remove portions of this website and any Products and Services, at any time and you agree to be bound by such changes, modifications, additions or deletions. The current version of this Agreement will be posted on this website at all times. Please check back frequently to see any updates or changes to this Agreement. Your continued use of this website following the posting of changes will constitute your agreement to be bound by such changes.