Terms of Use
Effective Date: October 16, 2009
Welcome to the findood.com website (the “Site”). Use of and access to the Site is subject to your compliance with these terms of use (the “Terms”). Please read these Terms carefully before using the Site. Pyreus Corporation, (“Pyreus”, “Findood”, “we”, “us” or “our”) reserves the right to limit or terminate your access to the Site if you do not comply with these Terms.
By accessing and using the site in any way, you agree to be bound by these terms. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THE TERMS OF USE, DO NOT USE THIS SITE IN ANY MANNER. If you are using the Site on behalf of your employer, you represent that you are authorized to accept these Terms on your employer’s behalf.
Changes in Terms of Use
We reserve the right to modify these Terms from time to time. If we modify these Terms, we will indicate that we have done so on the Site. Use of the Site constitutes your acceptance of any modified Terms.
About the Site
The Site is a venue for food manufacturers (each, a “Manufacturer”) to open virtual tradeshow booths (each, a “vBooth”) to market and showcase their products (each, a “Product”) to wholesale buyers (each, a “Buyer”). Each vBooth is controlled by one user (the “vBooth Manager”). The vBooth Manager may administer the market alone or may appoint other users (“Assistant vBooth Managers”) to assist in the administration of the vBooth.
User Information
If you wish to (a) open a vBooth to market and showcase Products to Buyers through a vBooth, (b) make or receive a Product sample request, (c) send a message to another user, or (d) provide User Content (as defined below), you must register with Findood and create a user account (“User Account”). Manufacturers must provide certain additional information, including a business name, before Findood will activate the vBooth.
In submitting all such registration forms, you represent and warrant that the information contained therein is truthful and accurate and that you will update such information when it changes. Your willful provision of inaccurate or unreliable information shall constitute a material breach of these Terms and be a basis for termination of your right to use the Site.
Login Credentials
During the registration process, you will specify a user name (which must be valid email address), and a password (your “Login Credentials”). You are solely responsible in all respects for all use of (including any unauthorized use) of your Login Credentials, and for protecting the confidentiality of your password. You agree to notify Findood immediately of any unauthorized use of your Login Credentials, your User Account and any other suspected breach of security regarding the Site. You are responsible for changing your password if you believe your password has been stolen or might otherwise be misused.
Findood is a Showcase
Findood provides a marketplace for Manufacturers to market and showcase Products to Buyers. By using the Site, you agree and acknowledge that the Site is simply a showcase for Manufacturers and Buyers to meet and that Findood is not a party to any transaction between Manufacturers and Buyers. Findood does not participate in the offer to sell, the sale, or the delivery of any Product. A Product’s inclusion on the Site does not constitute an endorsement by Findood. Findood has no control over the quality, safety, legality, integrity, accuracy or any other aspect of the Products, the Product listings, the purchase or delivery of the Products, or any other element of any transaction. Findood does not transfer legal ownership of Products from a Manufacturer to a Buyer. Findood does not promise to screen or investigate its Manufacturers or Buyers and cannot ensure that Manufacturers or Buyers will act in a legal or ethical manner or will complete the Transaction.
Products and Transactions
Each Manufacturer represents and warrants that it and all Products offered by it through the Site will be in compliance with all applicable local, state and federal laws and regulations, including, without limitation, product safety and industry-specific laws and regulations. Manufacturers and Buyers agree and acknowledge that they are responsible for all applicable taxes related to any transaction they enter into independent of Findood.
vBooth Policies
Manufacturers, vBooth Managers or Assistant vBooth Managers may wish to create reasonable policies governing the sale of Products showcased in their vBooths (a “Policy”). Such Policy terms may include, without limitation, shipping, return and payment practices. The Policies must fully comply with these Terms, and Manufacturers and vBooth Managers must abide by their vBooth Policies and are solely responsible for the enforcement of such Policies. Findood reserves the right to require Manufacturers to remove, revise or otherwise change a vBooth Policy.
Transactions and Use of Information
Manufacturers shall not request or require that any Buyer or other user provide any payment information directly to them through Findood. Manufacturers may receive personally identifiable information about Buyers during the course of a Buyer request of a sample, and may use such information solely as necessary to complete the request. Manufacturers may disclose personally identifiable information about Buyers to third parties only as necessary to complete the request and only if they ensure that said third parties comply with these terms and restrictions Manufacturers agree not to, and not permit any party to: (a) use any personal information of any Buyer or other user in any way inconsistent with the Findood policies or applicable law or (b) contact any Buyer or user personally, except through the use of Findood, or because a Buyer directly requested the Manufacturer contact them.
Disputes Between You and Third Parties
Any disputes between you and another party (including without limitation, Manufacturers, Buyers, other users, or any other financial institution) should be resolved with such other party. You may contact Findood in the event that you have a dispute with another party, but Findood has no obligation to resolve such disputes or to take any actions relating to such disputes. \
In the event of any dispute, you agree to release Findood and its officers, directors, employees and affiliates from any and all claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.
User Conduct and Responsibilities
You are responsible for obtaining access to the Site, which access may involve third party fees (such as Internet service provider, SMS or airtime charges). You are solely responsible for those fees. In addition, you must provide and are solely responsible for all equipment necessary to access the Site.
Your use of the Site is subject to all applicable local, state, national and international laws and regulations. Without limitation, you agree to not use the Site to sell, offer for sale, upload, post, transmit, share, store or otherwise make available:
any false or misleading content, including without limitation user credentials or Product descriptions;
any content or Product that victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
any unsolicited or unauthorized advertising, solicitations, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation;
any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
any content or Product that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
any content or Product that is illegal under or otherwise violates any local, state, national or international law or would constitute, encourage or provide instructions for a criminal offense, or violate the rights of any party (including without limitation rights of privacy and publicity);
any content or Product that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); or
any content or Product that, in our sole judgment, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose Findood or its users to any harm or liability of any type.
Site Content
All content on the Site, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the “Site Content”), is the proprietary property of Findood, its users or its licensors with all rights reserved.
Except as provided in these Terms and with respect to your own User Content (as defined below) that you legally post on the Site, no Site Content may be modified, copied, distributed, framed, reproduced, republished, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without Findood’ or the content provider’s explicit permission.
You are granted a limited license to access and use the Site and to download, upload, copy, and distribute Site Content, reviews, forum postings and other files and information that we explicitly provide for downloading on the Site, provided that you (a) keep all copyright or other proprietary notices intact; (b) use such content solely for personal and non-commercial use; (c) do not copy such content to or post such content on any networked computer or publish it in any medium, except as explicitly permitted by valid permission or license covering such materials; and (d) do not make any modifications to such content except as explicitly permitted by valid permission or license covering such materials. This license is revocable at any time as to any Site Content without notice and with or without cause.
Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of Findood, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.
User Content
You are solely responsible for any content that you upload, publish or display (hereinafter, “post”) on or through the Site, transmit to or share with other users (“User Content”). Findood reserves the right to modify or remove, at its sole discretion, any User Content.
Findood does not claim any ownership rights in the User Content that you post on or through the Site. After posting User Content to the Site, you continue to retain any such rights that you may have in such User Content, subject to the limited license herein. By posting User Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to Findood a limited, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. This limited license does not grant Findood the right to sell or otherwise distribute your User Content outside the Site. You may remove your User Content from the Site at any time. If you choose to remove your User Content, the license granted above will automatically expire.
You represent and warrant that your User Content is free of libel or other unlawful material, including matter that may be construed as invasion of privacy, violation of a right of publicity, copyright, patent, or trademark infringement, and/or misappropriation of trade secret or any other right of a person or party. You also represent and warrant that all necessary licenses and consents have been obtained for the unrestricted use of your User Content on the Site.
Links to Other Websites and Content
The Site contains (or you may access through the Site) links to other web sites (“Third Party Sites”) which may contain articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software and other content belonging to or originating from third parties (the “Third Party Content”). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by Findood, and Findood is not responsible for any Third Party Sites accessed through the Site or any Third Party Content linked or posted through the Site, including without limitation the content, accuracy, offensiveness, opinions, reliability, legality, or policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of or linking to any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by Findood. If you decide to leave the Site and access the Third Party Sites, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site.
Submissions
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site (“Submissions”), provided by you to Findood are non-confidential and shall become the sole property of Findood. Findood shall own all right, title and interest, including all intellectual property rights, in Submissions, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
Suspension, Termination
Findood reserves the right, in its sole discretion, to reject, refuse to post or remove any User Content (including private messages and Products) provided by you, or to deny, restrict, suspend, or terminate your access to all or any part of the Site at any time, for any or no reason, with or without prior notice or explanation, and without liability. Findood expressly reserves the right to remove your profile, vBooth, Products and/or deny, restrict, suspend, or terminate your access to all or any part of the Site if Findood determines, in its sole discretion, that you have violated this Agreement or that such action would be in the best interest of Findood.
Privacy Policy
We care about the privacy of our users. Use of the Site is governed by our Privacy Policy.
Copyright Policy
Please refer to our Copyright Policy for information on how we conform to the Digital Millennium Copyright Act and our policies on copyrights and copyright complaints.
Proprietary Rights
The Site is protected to the maximum extent permitted by copyright laws and international treaties. Content displayed on or through the Site is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the Site or the collective work, and/or copying or reproducing the Site or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of Findood. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Site. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Site.
All trademarks are property of their respective companies. All trademarks and registered trademarks are protected by US and international trademark laws.
Modifications to Site
Findood reserves the right to modify or terminate any or all portions of the Site with or without cause at any time and effective immediately. Findood shall not be liable to you or any third party for termination. Should you object to any modifications to the Site or become dissatisfied with the Site in any way, your only recourse is to immediately discontinue use of the Site.
Notice
All notices to a party shall be in writing and shall be made either via e-mail or conventional mail. Findood may broadcast notices or messages through the Site to inform you of changes to these Terms, the Site, or other matters of importance. Such broadcasts shall constitute notice to you.
Disclaimers
Findood is not responsible or liable in any manner for any Products, User Content or Third Party Content offered through, linked to or posted on the Site. Findood does not control and is not responsible for what users contribute to the Site and is not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content or Products you may encounter on or in connection with your use of the Site. Findood is not responsible for the conduct, whether online or offline, of any user of the Site.
The Site may be temporarily unavailable from time to time for maintenance or other reasons. Findood assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications or User Content. Under no circumstances will Findood be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone’s use of the Site, any User Content or Third Party Content linked to or posted on or through the Site, or any interactions between users of the Site, whether online or offline.
Findood reserves the right to change any and all content contained in the Site or offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Findood.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
THE SITE, AND ALL CONTENT, USER CONTENT, THIRD-PARTY CONTENT, PRODUCTS AND SERVICES INCLUDED IN THE SITE ARE PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER.
FINDOOD DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
FINDOOD MAKES NO WARRANTY OR REPRESENTATION REGARDING (i) ANY CONTENT, USER CONTENT, THIRD PARTY CONTENT, PRODUCT OR SERVICE OFFERED OR SOLD THROUGH THE SITE, (ii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, (iii) THE CURRENCY, ACCURACY, QUALITY, CONTENT, COMPLETENESS, LEGALITY, OPERABILITY, AVAILABILITY OR RELIABILITY OF ANY INFORMATION OR PRODUCTS OBTAINED THROUGH THE SITE, OR (iv) THE DELETION, FAILURE TO STORE, MIS-DELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION, PRODUCTS OR MATERIAL. Findood DOES NOT REPRESENT OR WARRANT THAT THE SITE WILL MEET ANY OF YOUR REQUIREMENTS OR THAT IT WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE.
USE OF THE SITE IS AT YOUR SOLE RISK. THE USE OR PURCHASE OF ANY PRODUCTS, MATERIAL, USER CONTENT PRODUCTS AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE PURCHASE OF SUCH PRODUCTS OR THE DOWNLOAD OF SUCH MATERIAL, USER CONTENT AND/OR DATA.
Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL FINDOOD BE LIABLE TO YOU ON ACCOUNT OF (i) ANY PRODUCT OR SERVICE OFFERED OR SOLD THROUGH THIS SITE OR ANY USER CONTENT, (ii) YOUR USE OR MISUSE OF OR RELIANCE ON THE SITE, OR (iii) FROM INABILITY TO USE THE SITE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES, AND THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF FINDOOD OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). IN NO EVENT SHALL THE LIABILITY OF FINDOOD OR ITS OFFICERS, DIRECTORS, AND EMPLOYEES EXCEED $100. SUCH LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages so some of the above limitations may not apply to you.
Indemnity
You agree to indemnify and hold Findood, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with any Product you sell through the Site, your vBooth, any User Content you provide, any Third Party Content you link to, post or share on or through the Site, your use of the Site, your conduct in connection with the Site or with other users of the Site, or any violation of these Terms or of any law or the rights of any third party.
Miscellaneous
Entire Agreement. These Terms constitute the entire agreement between you and Findood with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
Waiver and Severability of Terms. The failure of Findood to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Findood. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
Statute of Limitations. You and Findood agree that any cause of action arising out of or related to this Site must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. Some jurisdictions may prohibit the shortening of the time period in which a cause of action must be brought. In all such jurisdictions, the applicable time period shall be the minimum allowed by law.
Choice of Law and Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, excluding its conflict of law provisions. You and Findood agree to submit to the exclusive jurisdiction of the state and federal courts of King County, Washington.
Arbitration. Any claim, dispute or controversy arising out of or in connection with or relating to these Terms or the breach or alleged breach thereof or your use of the Site shall be submitted by the parties to arbitration by the American Arbitration Association (“AAA”) in Seattle, Washington, United States of America under the AAA’s commercial rules then in effect. The foregoing notwithstanding, nothing in this paragraph shall be deemed as preventing Findood from seeking relief from the courts as necessary to protect its intellectual property rights, and no decision of any arbitrator shall be binding in such event. The award rendered by the arbitrators shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and judgment on such award may be entered in any court having jurisdiction thereof.