This
document outlines the terms of service between Primo Dish a creation of Primo
Analytics, Inc. (hereinafter “Company”) and you, the user (hereinafter “User”),
hereinafter the (“Agreement”). The terms and conditions stated herein are
intended to make the User aware of their legal rights and the conditions under
which the User may use the Company’s website and applications, hereinafter
(“IP”).
By
using the IP, User agrees to abide by the terms and conditions set forth in
this Agreement and consents to be legally bound thereby to such terms and
conditions. By using the IP, User represents and warrants that User possesses
the full right, power, and authority to bind the User to the terms and
conditions set forth in this Agreement.
As
the Agreement is a legally binding contract, User is hereby instructed to read
the Agreement in its entirety. If there is a term or condition that the User
does not understand, User should seek competent legal advice before proceeding
to use the IP. If User is unwilling to abide by the terms and conditions of
the Agreement, User is directed to immediately cease all further use of the
IP.
The
Company thanks you for your interest in our IP and hopes you will have a
positive and enjoyable experience. The Agreement is intended to ensure that
each User uses the IP for a legitimate and respectful purpose.
A. Use Of IP
User agrees
to use the IP in compliance with this Agreement and applicable law, and in a
manner that does not violate the Company’s legal rights or those of any third
party. User agrees to report any legal violations to the Company at the
following email address: legal@primodish.com
Without
limiting the generality of the foregoing, User specifically agrees not to do
the following in connection with the User’s use of the IP:
a. Impersonate any person or
entity, including without limitation a message board monitor, chat room host,
or another user;
b. Falsely
state or misrepresent your affiliation with another person or entity;
c. Engage
in any form of ratings fraud;
d. Create multiple accounts in
order to place multiple votes for a single dish or restaurant and/or post
multiple reviews or comments for a single dish or restaurant by posing as a
different user;
e. Forge email addresses or
otherwise manipulate identifiers in order to disguise the origin of any IP’s
content;
f. Access
or use the account of another user without permission;
g. Distribute unsolicited or
unauthorized advertising, surveys, contests, promotional materials, "junk
mail," "spam," "chain letters," "pyramid
schemes," or other messages for any purpose;
h. Distribute computer viruses
or other code, files, or programs that interrupt, destroy, or limit the
functionality of any computer software or hardware or telecommunications
equipment;
i. Interfere with, disrupt,
or destroy the functionality or use of any features of the IP by another user;
j. Interfere with, disrupt,
or destroy the servers or networks connected to the IP, or disobey any rules or
regulations applicable to such servers or networks;
k. Attempt to "hack"
or access without permission Company’s IP or confidential records, or
confidential records of another user, or those of anyone else;
l. Receive, collect, or store
personal information of or concerning other users, such as names, birthdates,
or email addresses;
m. Violate any contract or
fiduciary relationship (for example, by disclosing proprietary or confidential
information of your employer or client in breach of an employment, consulting,
or nondisclosure agreement);
n. Violate any applicable law,
rule, or regulation (for example, by disclosing or trading on inside
information in violation of securities laws);
o. Infringe any patent,
trademark, trade secret, service mark, copyright, or other intellectual
property right of another person;
p. Provide or deliver any
messages or make any public statements or ratings that are unlawful, harmful,
threatening, abusive, harassing, tortious, indecent, defamatory, vulgar,
profane, obscene, libelous, invasive of privacy, infringing on the rights of
others, hateful, or otherwise objectionable;
q. Use the IP to "stalk"
or harass other users or persons; and/or harm minors in any way.
The
Company may, at any time in its sole discretion:
a.
Suspend or
terminate User’s access to and use of the IP or any of their features in
response to a breach of this Agreement, or for any other reason;
b.
Move, edit,
delete, or destroy any materials that User provides or delivers to the IP or
Company;
c.
Access, preserve,
or disclose any materials that User provides or delivers to the IP or Company;
or
d.
Take any other
remedial action available at law in response to a breach of this Agreement.
B. Copyrights
The
Company is the exclusive copyright owner of the IP and all works of authorship
contained in the IP, including without limitation source code and content. User
may not reproduce, distribute, publish, transmit, modify, adapt, translate,
display, sell, license, publicly perform, prepare derivative works based upon,
or otherwise use or exploit such materials without the prior written permission
of authorized representatives of Company, unless allowed by applicable law.
C. Trademarks
The
Company is the exclusive owner of the names, logos, trademarks, service marks,
and trade dress displayed in the IP (collectively, "Trademarks").
Nothing in this Agreement grants User or any other person any rights or license
to the Trademarks. Unauthorized use is prohibited.
D. Infringement
User
agrees to report any infringements to the Company at the following email
address: legal@primodish.com
In
compliance with the federal law of the United States, please include the
following in your reporting:
a.
Identification of
infringing and infringed materials;
b.
Contact information
of infringing person;
c.
Statement of your
good faith belief in the existence of the infringement;
d.
Statement
indicating the accuracy of the complaint and your authority to submit it; and
e.
Your physical or
electronic signature.
For
additional information regarding the enforcement of copyrights, you may review
the U.S. Digital Millennium Copyright Act codified at 17 U.S.C. § 512.
E. Submissions
by User
This
section applies to the submission of messages, emails, photos, ideas, suggestions,
creative material, and information other than personally identifiable
information such as names, birthdates, and email addresses (collectively,
"User Data"). See Company’s Privacy Policy for provisions applicable
to personally identifiable information. The Privacy Policy is hereby
incorporated into this Agreement.
Any
User Data submitted by User shall immediately become the exclusive ownership
and property of the Company and shall no longer be considered User’s confidential
or proprietary property.
Further,
any User Data User submits shall be deemed "work made for hire" under
the copyright law of the United States and other countries. If such provision
is not sufficient to vest exclusive ownership with Company, then User hereby
agrees to transfer all of User’s ownership rights in such User Data to the Company
upon submission. Such transfer shall be irrevocable, without compensation, and
applicable throughout the universe and for perpetuity.
Company
may, in its sole discretion, elect to use or not use the User Data in any
product, manner, or medium (whether existing now or in the future), without
attribution, payment or notice to User. Company shall not be obligated to
return any User Data to User under any circumstances.
After
submitting the User Data to Company, User may not reproduce, distribute,
publish, transmit, modify, adapt, translate, display, sell, license, publicly
perform, prepare derivative works based upon, or otherwise use or exploit the User
Data without the prior written permission of the Company’s authorized
representative.
In
the event User submits any User Data to the Company, User represents and
warrants that:
a.
User is the sole
author of the User Data, and the User Data is not copied from or based on, in
whole or in part, any other work, except for work in the "public
domain" or which the Company provides;
b.
Company’s use of
the User Data will not violate or infringe any right of User or any third
party; and
c.
No pending or
threatened claim or legal proceeding exists with respect to the User Data.
The
Company is hereby authorized by User to publish, or authorize others to
publish, User’s name, likeness, voice, and biographical material to the extent
that User provided such to the Company. This authorization is unrestricted,
royalty-free, irrevocable, perpetual, universal, and transferable, and applies
to any product, manner, or medium (whether existing now or in the future).
F. Privacy
And Security
Please
click here to review the Company’s Privacy Policy.
The
Company makes efforts to maintain the security of its User Data. For example,
we arrange for encryption, firewall, antivirus, and spyware protection to the
extent that we deem advisable to protect your personal information and conduct
our business.
However,
the Company does not guarantee the security of the IP, its records, User Data,
or anything else. The Company hereby disclaims all liability for any computer
virus or technological problems that the Company does not intentionally cause. User
is directed and encouraged to install and maintain up-to-date security software
on User’s computers.
G.
Disclaimer Of Warranties
USER BEARS
THE ENTIRE RISK OF USING THE IP AND ANY PRODUCTS OR SERVICES INCLUDED OR
ADVERTISED ON THE IP. THE IP AND THE ENTIRE CONTENTS THEREOF ARE PROVIDED TO USER
"AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND,
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.
THE COMPANY
MAKES NO WARRANTIES, GUARANTEES, REPRESENTATIONS, OR PROMISES REGARDING THE
ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF THE INFORMATION
CONTAINED, OR PRODUCTS OR SERVICES OFFERED IN THE IP. THE INFORMATION MAY
CONTAIN ERRORS OR OMISSIONS, FOR WHICH THE COMPANY EXPRESSLY DISCLAIMS ANY
LIABILITY.
H. No
Professional Advice
The
information in the IP is provided for general informational purposes only and
should not be considered as professional advice or opinions of any kind. Any
information regarding economic, business, or financial matters is not intended
to, and shall not, constitute investment recommendations or advice. The Company
does not provide investment advisory services to the general public and the IP is
not intended to solicit investment advisory clients. The IP is not intended for
trading or investing purposes. The Company is not responsible or liable for any
trading or investment decisions made based on any information contained in the IP.
For
professional advice or opinions regarding legal, financial, investment,
lifestyle, or other matters, User should contact a professional firm or advisor
that specializes in the applicable area.
I.
Limitation Of Liability
UNDER
NO CIRCUMSTANCES WILL THE COMPANY BE LIABLE FOR ANY SPECIAL, INDIRECT,
CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF USER’S USE OF THE
IP OR ANY PRODUCTS OR SERVICES INCLUDED OR ADVERTISED IN THE IP, WHETHER THE
CLAIM FOR DAMAGES IS BASED ON CONTRACT, TORT, OR OTHERWISE. IN NO EVENT SHALL THE
COMPANY’S TOTAL LIABILITY TO USER EXCEED THE AMOUNT USER PAID TO COMPANY, IF
ANY, FOR THE USER’S USE OF THE IP.
If
User is a resident of California, USA, you agree to waive California Civil Code
Sec. 1542, which states: "A general release does not extend to claims
which the creditor does not know or suspect to exist in his or her favor at the
time of executing the release, which if known by him or her must have
materially affected his or her settlement with the debtor."
In
the event of a dispute with the Company, you may contact the State of California as follows:
Complaint
Assistance Unit
Department
of Consumer Affairs
400
R St., Suite 1080
Sacramento, California 95814
(916)
445-1254
You
may also contact the U.S. Federal Trade Commission.
J. No
Liability For Third Parties
The
Company may arrange for unaffiliated third parties to provide services such as
programming computer code, writing online content, managing and hosting the IP,
preparing and providing advertisements, processing purchase orders, and
assisting IP users. In addition, users other than you may submit emails or
messages to the IP.
The
Company does not control any such third parties and hereby disclaims any
obligation, risk, or liability with regard to such third party products,
services, advertisements, and content appearing in the IP. Without limiting the
generality of the foregoing, the Company expressly disclaims any liability for
any offensive, defamatory, illegal, invasive, unfair, or infringing content
provided by third parties. Unless expressly indicated otherwise in the IP, the
Company does not endorse, approve, or sponsor any products, services,
advertisements, or content of third parties.
The
IP may contain links to websites or other properties of unaffiliated third
parties (each a "Third Party Property".). The Company has no control
over the content of such Third Party Properties and hereby disclaims any
obligation, risk, or liability with regard to such Third Party Properties. The
Company does not endorse, approve, or sponsor such Third Party Properties or
their sponsors.
K. Miscellaneous
I.
Indemnity
User
hereby agrees to indemnify, defend, and hold harmless the Company and our
affiliates, subsidiaries, successors, assignees, licensees, directors,
officers, employees, agents, contractors, vendors, business partners, owners,
and professional advisors from any claims, damages, liabilities, costs, or
expenses (including without limitation court costs, collection costs, and
reasonable attorney fees) related to:
a. User’s use of this the IP,
or products or services included or advertised in the IP;
b. User’s
breach of this Agreement.
II.
Interpretation
The
section and subject headings in this Agreement are included for reference only
and shall not be used to interpret any provisions of this Agreement. This
Agreement shall not be construed against the Company on the grounds that the
Company conducted or arranged for the drafting of the Agreement.
III.
Dispute Resolution
Any
controversy or claim relating to this Agreement or the IP shall be:
a. Submitted to the judicial
courts located in Travis County in the state of Texas; and
b. Governed exclusively by the
laws of the state of Texas and the United States.
User
hereby consents to the exclusive jurisdiction of the above stated courts. User
agrees that:
a. User must commence any
legal action against the Company within one (1) year after the alleged harm
initially occurs;
b. Failure to commence the
action within that period shall forever bar any claims or causes of action
regarding the same facts or occurrence.
c. USER HEREBY WAIVES USER’S
RIGHT TO A JURY TRIAL AND PARTICIPATION IN ANY CLASS ACTION AGAINST THE COMPANY.
IV.
Severability
If
any provision of this Agreement is deemed unlawful, invalid, or unenforceable
by a judicial court for any reason, then that provision shall be deemed severed
from this Agreement, and the remainder of the Agreement shall continue in full
force and effect.
V.
Complete Agreement
This
Agreement constitutes the complete agreement between the Company and the User
regarding the IP. The Company may, from time to time in its sole discretion,
modify, amend, suspend, or terminate the IP or this Agreement. Any
modifications, amendments to, or waivers of the Agreement shall be valid only
if made in writing. User’s use of the IP following the effective date of any changes
to the IP or this Agreement shall constitute User’s acceptance of the changes. The
Company may, at any time in its sole discretion assign this Agreement to
another person, and any such assignment shall release the Company from any
further liability under the Agreement.