GENERAL DISCLAIMERS: All material provided by FoodsPass related to the Services, including any link to other sites and content found at linked sites, is provided "as is" and without any express or implied warranties including warranties of merchantability or fitness for a particular purpose. Due to the nature of the Internet, FoodsPass does not warrant that access to the Services will be uninterrupted or error free. FoodsPass does not warrant or make any representations regarding the usefulness of or the expected results of the material related to the Services including any financial information. Note that some jurisdictions may not allow the exclusion of implied warranties so some of the above exclusions may not apply to you. Please check your local laws for any such restrictions.
VIRUSES, WORMS, USE OF FILES: FoodsPass cannot and does not guarantee or warrant that files available for downloading related to the Services are free of viruses, worms, Trojan horses or other code that has contaminating or destructive properties. FoodsPass does not make any express or implied warranties, representations or endorsements whatsoever (including without limitation warranties of title, noninfringement or fitness for a particular purpose) with respect to the files available for downloading from the Service or app. In no event will FoodsPass be liable to you or to anyone else for any decision made or action taken by you or anyone else in reliance on results obtained from use of files related to the Services or app. These files may be downloaded and/or reprinted for personal use only. Permission to reprint or electronically reproduce any document or graphic in whole or in part for any reason except for personal use is expressly prohibited, unless prior written consent is obtained from the appropriate FoodsPass copyright holder.
WEB-ENABLED MOBILE OR HANDHELD DEVICES: Certain web and smartphone applications of the Services have been designed to run on a personal computer, standard laptop or web-enabled mobile device. If you view or use the Services on a mobile or handheld device, you may experience some display and functionality limitations. You may experience varying wireless network coverage and speed, depending on your geographic location and telecommunications provider. The Services should not be used while operating any motor vehicle, or in any other manner that might endanger yourself or others.
By using the Services you expressly agree and acknowledge that FoodsPass shall not be responsible for any of the following: (a) performance limitations and/or failures experienced in connection with any wireless or Wi-Fi service used to access the Services; (b) data transmitted through wireless access that may be intercepted by unauthorized persons; or (3) your failure to physically secure and/or monitor your personal computer, laptop or wireless device or to protect your passwords, resulting in unauthorized access to the Service and/or your FoodsPass account or plan information.
While using any web-enabled mobile or handheld device to use the Services, standard mobile phone carrier and data usage charges will apply. You expressly agree and acknowledge that the use of any mobile or handheld device is at your sole risk and shall be in accordance with all applicable local, state and federal laws.
UPDATES AND REVERSE ENGINEERING: By using the Services, you agree to receive any applicable software updates that may be issued from time to time by FoodsPass. You agree to accept and install such updates as part of your use of the Services. You also agree not to reverse engineer, modify, decompile, adapt, translate, disassemble, or otherwise attempt to discover the source code of the Services and/or any FoodsPass applications.
LIMITATION OF LIABILITY TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL FOODSPASS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, RECOMMENDATIONS, AND/OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF FOODSPASS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.
In no event shall FoodsPass’ total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
TERMINATION OF USE: FoodsPass may immediately, without prior notice, issue a warning, temporarily suspend, indefinitely suspend, or terminate your use of and access to the Site or Services, at our sole discretion, for any reason, whether with or without cause or warning, and without liability. Your sole remedy against FoodsPass in the event of a dispute arising out of this Agreement, the Site or Services or your use thereof, is to terminate this Agreement by ceasing your use of the Site. In the event of termination of this Agreement, FoodsPass may delete and/or store, in its discretion, data associated with your use of the Site or Services. FoodsPass may also change, suspend, or discontinue any aspect of the web site at any time, including the availability of any web site feature, database, or content.
WARRANTIES: FoodsPass makes no warranty, express or implied, with respect to the content, information, or services provided through, or in conjunction with, the web site. We make no guarantee of the accuracy, correctness or completeness of any information on the Site or app, and shall not be responsible for: (i) any errors of omission arising from the use of such information and (ii) any failures, delays or interruptions in the delivery of any content or service or financial information contained within the web site or app. You acknowledge that any reliance upon any such information shall be at your sole risk.
THIRD-PARTY SOURCES: The links found on the web site will let you leave our web site and go to sites operated by parties other than FoodsPass. The linked sites are often not under the control of FoodsPass, and we are not responsible for the contents of any linked site or any link contained in a linked site that are not owned and operated by FoodsPass, or any changes or updates to such sites. Such links by the web site to sites maintained by third parties do not constitute an endorsement, guaranty, or warranty by FoodsPass, or any of its affiliates, of any third party or their content, nor the existence of a partnership, joint venture, agency, or other relationship between FoodsPass, or any of its affiliates, and any linked third party or their content. FoodsPass does not assume any responsibility or liability for the actions, product, content and/or information of these and other third parties and/or their web sites. You should carefully review their privacy statements and other conditions of use. FoodsPass expressly disclaims liability for direct, consequential, or incidental damages arising from the products, services, advertisements, actions, or web site content of these and any other third parties, and you waive any claims against FoodsPass for damages arising from such transactions or your reliance upon statements contained therein.
JURISDICTION: This Agreement shall be governed and constructed in accordance with the laws of the State of California without regard to conflicts of law provisions. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to this Agreement shall be an appropriate state or federal court located in Los Angeles County, California.
CAUSE OF ACTION: Any cause of action you may have with respect to your use of the web site must be commenced within one year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect.
You shall defend or settle at your sole expense any claim or suit against FoodsPass and/or each of its affiliates, directors, officers, agents, employees or sublicensees, to the fullest extent permitted by law arising out of or in connection with (1) an assertion that the information, content or other materials or services provided or made available by you or the use thereof may infringe any copyright or trademark rights of any individual or entity, or are a misappropriation of any individual or entity's trade secret, or contain any libelous, defamatory, or disparaging materials; and (2) any breach by you of your obligations under this Agreement. You shall indemnify and hold harmless the FoodsPass from and against any and all damages, costs, liabilities and attorneys' fees incurred in defending and/or resolving such Action.
Any copying, republication, or redistribution of web site content, including by caching, framing, or similar means, is expressly prohibited without the prior written consent of FoodsPass.
Title to the Content remains with FoodsPass. Any use of the Content not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may violate copyright, trademark, and other laws. If you violate any of these Terms and Conditions, your permission to use the Content automatically terminates.
DEVICE INFORMATION AND COOKIES: When you use this site, FoodsPass automatically collects and stores in its server log information from your browser or mobile device such as your IP address or unique device identifier, browser information (including referring URL), your preferences and settings, cookies and information about the content viewed and actions taken (search queries and search terms, etc.). Cookies are small data files assigned to your browsers when you visit the site, which enable recognition of your browser and collects and stores information about your use of the site.
COMPLETE AGREEMENT: This Agreement constitutes the entire Agreement between You and FoodsPass. It supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and FoodsPass with respect to this Site or the app. Any rights not expressly granted herein are reserved.
RESTRICTIVE COVENANTS: Confidentiality. FoodsPass and User agree and acknowledge that this Agreement, and all understandings, agreements, and other arrangements between and among the parties, and all other non-public information received from or otherwise relating to, FoodsPass, or its Members, and the User, shall be confidential, and shall not be disclosed or otherwise released to any other Person (other than another party hereto), without the written consent of the other party; provide, however, that each party may disclose such information to its professional advisors, including its attorneys and accountants. The obligations of the parties hereunder shall not apply to the extent that the disclosure of information otherwise determined to be confidential is required by applicable law; provide, that prior to disclosing such confidential information, a party shall notify the other in order for them to properly protect their confidential information.
Non-Disclosure: User agrees to hold all Confidential Information in confidence, and not to disclose any Confidential Information to any third party without the prior written consent of FoodsPass. Notwithstanding the preceding sentence, User may disclose such Confidential Information: (i) to its officers, directors, trustees, equity owners, wholly-owned subsidiaries, affiliates, employees, and outside experts (including but not limited to its attorneys and accountants) on a “need to know” basis, so long as such Persons are bound by similar duties of confidentiality to FoodsPass as such User, and so long as such User shall remain liable for any breach of this Section by such Persons; (ii) to the extent that such information is required to be disclosed in connection with any civil or criminal proceeding; (iii) to the extent that such information is required to be disclosed by applicable law in connection with any governmental, administrative, or regulatory proceeding or filing (including any inspection or examination or any disclosure necessary in connection with a request for information made under a state or federal freedom of information act or similar law), after reasonable prior written notice to FoodsPass (except where such notice is expressly prohibited by law); (iv) to the extent that such information was received from a third party not subject to confidentiality limitations and such User can establish that it rightfully received such information from such party other than as a result of the breach of this Section; (v) to the extent such information was rightfully in such User’s possession prior to the FoodsPass’ conveyance of such information to the User, as evidenced by the User’s prior written records; or (vi) to the extent that the information provided by FoodsPass is otherwise available in the public domain in the absence of any improper or unlawful action on the part of such User. Any User seeking to make disclosure in reliance on the foregoing clauses (ii) and (iii) above shall use its commercially reasonable efforts to claim any relevant exception under such laws or obligations which would prevent or limit public disclosure of the Confidential Information and provide FoodsPass immediate notice upon the User’s receipt of a request for disclosure of any Confidential Information pursuant to such laws or obligations.
User agrees to notify such User’s officers, directors, trustees, equity owners, wholly-owned subsidiaries, affiliates, employees, and outside experts (including but not limited to attorneys, accountants, and other similar advisers) about their obligations in connection with this Section and will further cause such advisers to abide by the aforesaid provisions of this Section.
Non-Circumvent: User also agrees that User shall not, directly or indirectly, interfere with, circumvent, attempt to circumvent, avoid, or bypass FoodsPass’ customers, clients, or business contacts, including but not limited to companies, start-ups, investors, and similarly related associations. User also agrees that it shall not interfere in FoodsPass’ or the Manager’s business relationships for the purpose of gaining any benefit outside the scope of this agreement, whether monetary or otherwise.
Upon User’s dissociation or termination from FoodsPass, User shall return or destroy, immediately upon written request, any proprietary or Confidential Information shared by FoodsPass which User has received.
Non-Disparagement: FoodsPass, its officers and its directors will not disparage User or take any other action which could reasonably be expected to adversely affect User’s personal or professional reputation. User shall not, directly or indirectly: (i) disparage, libel, defame, ridicule or make negative comments regarding, or encourage or induce others to disparage, libel, defame, ridicule or make negative comments regarding FoodsPass, or any of FoodsPass' officers, directors, employees, or agents; and/or (ii) engage in any conduct or encourage or induce any other person to engage in any conduct that is in any way injurious or potentially injurious to the reputation or interests of FoodsPass or any of FoodsPass’ officers, directors, employees, or agents. User further agrees not to disparage, libel, defame, ridicule or make negative comments regarding, or encourage or induce others to disparage, libel, defame, ridicule or make negative comments regarding FoodsPass' products, services, business plans or methods.
Equitable Relief: User hereby acknowledges and agrees that FoodsPass and its goodwill would be irreparably injured by, and that damages at law are an insufficient remedy for, a breach or violation of the provisions of Article of this Agreement, and agrees that FoodsPass, in addition to other remedies available to it for such breach, shall be entitled to a preliminary injunction, temporary restraining order, or other equivalent relief restraining User from any actual breach of the provisions hereof, and that FoodsPass’ rights to such equitable relief shall be cumulative and in addition to any other rights or remedies to which the FoodsPass may be entitled. FoodsPass hereby acknowledges and agrees that User is entitled to the same equitable relief should FoodsPass violate this Section herein.