Last updated: January 31, 2018
Acceptance of Terms
The Site is owned and operated by eat2explore, Inc. (“eat2explore,” “we,” or “us”) and is accessed by you under these Terms. Please read these Terms carefully before using the Site or the Service. By accessing the Site or using any part of the Site or the Service, you agree to become bound by these Terms. If you do not agree to all the terms and conditions contained herein, then you may not access the Site or use the Service. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
The Site and our Service are only accessible to registered users who create an eat2explore account with a Username, Password, delivery address, billing address and payment card information. If you register and access the Site or use the Service, you expressly accept and agree to be bound by this Agreement and the terms, conditions and notices contained or referenced herein.
By creating an account with us, you consent to receive electronic communications from us via email or by posting notices on the Site. These communications may include information about your account, such as delivery dates, payment authorizations, password changes and other transactional information, and are part of your relationship with us. In addition, we may send you promotional communications via email, such as promotional information, newsletters, special offers, surveys and other news and information that we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein; however, you will still receive electronic communications from us about your account and any other administrative notifications.
Modifications of these Terms
We may revise these Terms from time to time, and the most current version will be available on the Site. If the revision(s), at our sole discretion, is considered a material change we may attempt to notify you by posting an announcement on the Site. You are responsible for reviewing and becoming familiar with any modification, and you agree to be bound by such modifications or revisions. Use of the Site or the Service after any such modification or revision constitutes your acceptance of the terms and conditions of these Terms as so modified or revised.
Description of the Service
eat2explore is an educational-focused explorer box made available through the Site (collectively, the “Products”) that help families explore the world and learn about new cultures and countries through food (the “Service”). As part of this Service, the missions of eat2explore are:
- Family activity - Getting family members to spend time together through cooking. We make sure that everyone in the family has a role in our meal preparation.
- Expand palates and world education - Through the activity of cooking, children are more willing to try a different cuisine and expand his/her palates.
- Cooking empowers children - Teaching children the life skill of cooking
- Local and seasonal ingredients - Educating families to eat local, fresh produce and sustainable, hormone-free protein
- Eco-friendly - We deliver our explorer boxes in eco-friendly material
Your Registration Obligations
Use of the Site and the Service, and the registration and creation of an eat2explore account, is available only to individuals who are at least 13 years old, whether acting on their own behalf or as an authorized employee or representative of a corporation or other business entity. If you are under 13 years old, do not attempt to register or use the Site or the Service.
You may not (i) select or use as an eat2explore User ID a name of another person with the intent to impersonate that person; (ii) use as an eat2explore User ID a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as an eat2explore User ID a name that is otherwise offensive, vulgar or obscene. We reserve the right to refuse registration of, or cancel an eat2explore User ID at our discretion. If you select a User ID for your account we reserve the right to remove or reclaim it if we believe it infringes upon another’s rights or marks. You are responsible for all activities occurring under your eat2explore User ID and for keeping your password confidential and secure, and you agree to immediately notify us of any unauthorized use of your eat2explore User ID or password.
While there are limited, legitimate reasons for creating multiple accounts, creating serial or overlapping accounts may result in account termination. Please contact us if you have questions about managing multiple accounts.
Terms of Sale
Explorer boxes. We offer different packages for our explorer boxes (each, a “Kit”). For more information about the Kits we offer, please visit the Site.
WHEN YOU ORDER THE KITS, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT EAT2EXPLORE (OR OUR THIRD PARTY PAYMENT PROCESSOR) IS AUTHORIZED TO CHARGE YOU FOR YOUR ORDER (IN ADDITION TO ANY APPLICABLE TAXES AND OTHER CHARGES).
Furthermore, by providing a credit card or other payment card, you represent and warrant that you are authorized to use that payment method and that you authorize us (or our third party payment processor) to charge your payment method for the total amount of your Order or other purchase (including any applicable taxes and other charges). If the payment method cannot be verified, is invalid or is otherwise not acceptable, your Order may be suspended or cancelled. You may change or update your payment method at any time by logging into your account and editing that information.
Cancellation Policy. YOU MAY CANCEL YOUR ACCOUNT AT ANY TIME BY LOGGING INTO YOUR ACCOUNT AND FOLLOWING THE STEPS FOR CANCELLATION; HOWEVER, YOU ACKNOWLEDGE AND AGREE THAT ANY ORDER IDENTIFIED AS “ORDER PROCESSED” OR “SHIPPED” ON YOUR ACCOUNT PAGE, HAS ALREADY BEEN PROCESSED AND CANNOT BE CANCELLED. YOU WILL BE RESPONSIBLE FOR ALL CHARGES (INCLUDING ANY APPLICABLE TAXES AND OTHER CHARGES) INCURRED WITH RESPECT TO ANY ORDER PROCESSED PRIOR TO THE CANCELLATION OF YOUR ORDER.
Taxes. You acknowledge and agree that we will collect applicable sales tax on Products shipped to states where we have determined that we have a duty to collect sales tax. Furthermore, you agree that the amount of taxes shown at checkout may be adjusted as required in our sole discretion.
Shipping and Handling. You agree to pay any shipping and handling charges shown at the time you make a purchase; provided, however, that we reserve the right to increase, decrease, add or eliminate shipping and handling charges from time to time prior to completion of your purchase. We generally ship our Products via a third party courier, and any shipping times and dates are estimates only and actual delivery dates or times may vary. Furthermore, title to and risk of loss of all Products passes to you upon our delivery of the Product to the third party courier.
No Resale. You are not permitted to resell the Products to any third parties or to otherwise use the Products for commercial purposes.
From time to time, to the extent legally permitted, we may offer free trials of certain kits (for you or for others that you invite) for specified periods of time without payment. If we offer you a free trial (for you or for others that you invite), the specific terms of the free trial will be provided in the promotional materials describing the particular trial or at registration for such trial.
Pricing and Product Availability
All prices are shown in U.S. dollars and applicable taxes and other charges, if any, are in addition to such prices. You acknowledge and agree that the amount billed may vary due to promotional offers, changes to your Order or changes in applicable taxes or other charges, and you authorize us (or our third party payment processor) to charge your payment method for the corresponding amount. Furthermore, we reserve the right to adjust prices as we may determine in our sole discretion, at any time and without notice; provided, however, that we will not change prices for Products already purchased and provided that if we change prices for your Order we will give you advance notice of such changes. The shipment of explorer box to you after we have provided notice of a change in the price of your Order will confirm your acceptance of such changes, unless you cancel your Order prior to such shipment. You acknowledge and agree that we will not be able to notify you in advance of any changes to applicable taxes.
You further acknowledge and agree that all of our Products are subject to availability and that we may be required to make substitutions from time to time. We further reserve the right to impose quantity limits on any Order, to reject all or part of an Order or to discontinue offering certain Products without prior notice.
Upon receipt of a delivery, you are solely responsible for inspecting all Products for damage or other issues and for determining the freshness of those Products. Furthermore, it is your responsibility to confirm that the Products arrive in good condition and to immediately store the items according to instructions. We further recommend that you follow the U.S. Department of Agriculture’s (“USDA”) instructions on refrigeration and food safety. You understand that failure to follow safe food handling practices and temperature recommendations may increase the risk of foodborne illness and that pregnant women, young children, the elderly and individuals with compromised immune systems are at higher risk of complications from food products that are not properly prepared and should follow the U.S. Food and Drug Administration’s recommendations on food consumption for at-risk groups.
You acknowledge and agree that, generally, if you are not at home when your delivery arrives, the delivery company will leave the package for you at your door. Though our Products are packaged with appropriately, you should be aware of the seasons and outdoor temperatures and plan accordingly for proper storage of the Products prior to consumption. Furthermore, any individual at the delivery address who accepts a delivery is presumed to be authorized to receive such delivery. In the event that we are unable to deliver your Order due to circumstances beyond our control, such as inclement weather, we will deliver the Order as soon as reasonably practical; provided, however, that if timely delivery of the Products becomes impossible we reserve the right to cancel your Order and issue you a credit or refund for that Order.
Returns and Refunds
If you are dissatisfied with our explorer boxes for any reason, please contact us at firstname.lastname@example.org within seven (7) days of the date you received the explorer box. Upon receipt of such notification we may require you to provide documentation (e.g., photos) of any item that was unsatisfactory prior to giving any replacement or refund. In the event that we determine a replacement or refund is required, we will, at our option, either replace the explorer box, as applicable, at our expense or provide you a full or partial credit or refund for that explorer box, as applicable.
Ownership and Standards of User Generated Content
The Site may contain interactive features and areas that allow users to create, post, share or store content, including, but not limited to, recipes, reviews, photos, videos, music, sound, text, graphics, code, items or other materials (collectively, “User Generated Content”). In the event you decide to share your User Generated Content with others through the Site or third party platforms, you understand that this User Generated Content will be viewable by others in accordance with the privacy settings you establish. You agree that you are solely responsible for your User Content and for your use of any interactive features and areas of the Site. We may, but are not obligated to, monitor or control User Generated Content that is posted, and we take no responsibility for such content.
Any material you upload to the Site, if applicable, will be considered non-confidential and non-proprietary. We have the right to disclose your identity to any third party who claims that any of the material uploaded/posted by you to the Site constitutes a violation of their intellectual property rights, or of their rights to privacy.
In using the Site or the Service, you agree not to generate or upload any User Generated Content that is (1) inappropriate to other users or illegal, including, but not limited to, anything that is defamatory, inaccurate, unlawful, harmful, threatening, abusive, harassing, vulgar, offensive, obscene, pornographic, hateful, or promotes violence, discrimination, bigotry, racism, or hatred, as determined by eat2explore in its sole discretion, or (2) introduce viruses, time-bombs, worms, cancelbots, Trojan horses and/or other harmful code.
We do not endorse, support, represent or guarantee the truthfulness, accuracy, or reliability of any User Generated Content or endorse any of the opinions expressed therein. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto. You acknowledge that any reliance on User Generated Content will be at your own risk.
We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any User Generated Content, such as User Generated Content which violates these Terms. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce these Terms, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to member support requests, or (e) protect our rights, property or safety, and that of our users and the public. We will not be responsible or liable for the exercise or non-exercise of this right under these Terms. Furthermore, we do not compensate eat2explore users for any User Generated Content creation.
You understand that by using or accessing the Site or the Service you may be exposed to content that might be offensive, harmful, inaccurate or otherwise inappropriate material, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will we be liable in any way for any content or communications, including, but not limited to, any errors or omissions in any form of User Generated Content, or any loss or damage of any kind incurred as a result of the use of any User Generated Content or any eat2explore Content posted, emailed, transmitted or otherwise made available on the Site or through the Service.
Your Property Rights and the Licenses You Grant to eat2explore
Except as may be stated otherwise in these Terms or elsewhere on the Site, we claim no ownership or control over any User Generated Content. You retain any and all trademark rights and copyright to any User Generated Content that you submit, post or display on or through the Site or the Service, and you are responsible for protecting those rights.
While you own all of your own User Generated Content, you hereby grant us, and our affiliates, licensees and business partners, a non-exclusive, worldwide, royalty-free, sublicensable, perpetual and irrevocable right and license to use your User Generated Content (i) in order to facilitate transactions on the Site or with respect to the Services, and (ii) in aggregate form, that is, as a statistical measure, but not in a manner that would identify you personally. This type of aggregate data helps enable us to make the Site and the Service appealing to as many users as possible. As part of this use of information, we may provide aggregate information, not information about you personally, to our partners about how our users, collectively, use our Site and the Service.
In connection with any of the uses listed above, you agree to release and discharge us, and our affiliates, licensees, and business partners from any claims, actions and demands of any nature, including but not limited to any claims of libel, infringement of the right of publicity, invasion of privacy, portrayal in a false light, or other claim.
In granting these license to us, and our affiliates, licensees, and business partners, you represent and warrant that you own or have the necessary licenses, rights, consents, power, authority and permissions to grant these licenses, which include but are not limited to any third party rights that are required as a result of the subject matter of your User Generated Content.
eat2explore Content; Trademarks
Other than your own User Generated Content, we own all right, title and interest, including all worldwide intellectual property rights in all content related to the Site and the Service (collectively, the “eat2explore Content”). The eat2explore Content, including the Site, is protected by copyright, trademark, and other laws of both the United States and foreign countries. Except as expressly permitted in these Terms, you may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, or otherwise use the eat2explore Content, including the Site. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in, or accompanying any portion of, our Site. Other than explicitly stated herein, you may not make any commercial use of the eat2explore Content, including the Site, without our prior written approval.
Furthermore, “eat2explore” and the eat2explore logo, and any other eat2explore service names, logos or slogans that may appear on the Site or the Products, are trademarks of eat2explore and may not be copied, imitated or used, in whole or in part, without our prior written consent, which may be withheld in our sole and absolute discretion. In addition, the “look and feel” of the Site constitutes the service mark, trademark or trade dress of eat2explore and may not be copied, imitated or used, in whole or in part, without our prior written consent, which may be withheld in our sole and absolute discretion. All other trademarks, registered trademarks, Product names and company names or logos mentioned on the Site or Products are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Furthermore, you acknowledge and agree that our reference to any Products, services or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply our endorsement or sponsorship thereof.
Digital Millennium Copyright Act; Procedure for Making Claims of Infringement
Eat2explore respects the legal rights of others, and asks that its users do the same. It is our policy to respond to notices of alleged copyright or other forms of intellectual property infringement provided they comply with applicable laws (most notably, the United States’ Digital Millennium Copyright Act or “DMCA”). Repeat offenders may, at our sole option, have their user accounts and/or access to the Site and the Service removed or disabled irrespective of the status of any particular notification or counter-notification. If you believe that your intellectual property rights have been infringed, please provide us written notice of such infringement to our Agent for Notices of Infringement Claims:
Name: eat2explore General Counsel
Address: 401 Park Avenue South, 10th floor, New York NY 10016
Phone: 1-888-39-EATEXPL / 1-888-393-2839
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. You should also note that if you knowingly make any material misrepresentation in your notification that the material or activity is infringing, you will be liable for any damages, including, without limitation, costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
General Prohibitions and Agreements
In addition to the prohibitions set forth elsewhere herein, you agree not to do any of the following while using the Site or the Service:
Violate any applicable laws, third party rights, or our policies.
Access, tamper with, or use non-public areas of the Site, our computer systems, or the technical delivery systems of our providers.
Attempt to probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures.
Attempt to access or search the Site with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided, or specifically authorized, by us or other generally available third party web browsers (such as Microsoft Internet Explorer or Netscape Navigator).
Attempt to alter or modify the Site, the eat2explore Content, or the User Generated Content of any other user, or use the Site or our Service for purposes other than which they were intended.
Send unsolicited email, junk mail, “spam,” chain letters, or promotions or advertisements for products or services.
Forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use our Site or Service to send altered, deceptive or false source-identifying information.
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site or our Service.
Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site.
Impersonate or misrepresent your affiliation with any person or entity.
You will not attempt to circumvent or manipulate our billing process or the fees owed to us.
We have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and Site security issues, to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting any users who violate these Terms. You acknowledge that we have the right to monitor your access to or use of the Site and our Service for operating purposes, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.
Links to Other Sites
The Site may contain links to third party websites or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by us of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
If you violate any of these Terms, your permission to use and access the Site and use the Service may be automatically terminated. Should your account or usage be terminated, you are prohibited from creating any new accounts or otherwise accessing the Site or using the Service without our prior written approval. We reserve the right to revoke your access to and use of the Site and the Service at any time, with or without cause. We also reserve the right to cease providing or to change the Site and the Service at any time and without notice.
YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR, AND ASSUME ALL RISKS RELATED TO, THE PROPER AND SAFE HANDLING, WASHING, PREPARATION, STORAGE, COOKING, USE AND CONSUMPTION OF THE PRODUCTS YOU RECEIVE FROM US. YOU ARE ALSO SOLELY RESPONSIBLE FOR BEING AWARE OF ANY FOOD ALLERGIES YOU MAY HAVE (OR ANYONE WHO YOU MAY SERVE OUR PRODUCTS TO MAY HAVE) AND VERIFYING THE PRODUCTS AND THEIR CONTENTS BEFORE HANDLING, PREPARING, USING OR CONSUMING SUCH PRODUCTS. FURTHER, YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT WE STORE, PORTION AND PACKAGE PRODUCTS CONTAINING ALL EIGHT (8) MAJOR U.S. ALLERGENS (MILK, WHEAT, EGG, SOY, FISH, SHELLFISH, PEANUTS AND TREENUTS) AND CANNOT GUARANTEE THAT CROSS-CONTAMINATION WILL NOT OCCUR BETWEEN PRODUCTS, AND WE DISCLAIM ANY RESPONSIBILITY FOR ANY SUCH CROSS-CONTAMINATION.
FURTHERMORE, WE DO NOT GUARANTEE THE ACCURACY OF THE MATERIALS AND INFORMATION REGARDING THE PRODUCTS THAT IS CONTAINED ON OUR SITE. IN THE EVENT OF AN ERROR ON OUR SITE, IN AN ORDER CONFIRMATION, OR IN PROCESSING OR DELIVERING AN ORDER OR OTHERWISE, WE RESERVE THE RIGHT TO CORRECT SUCH ERROR AND REVISE YOUR ORDER ACCORDINGLY (INCLUDING CHARGING THE CORRECT PRICE) OR TO CANCEL YOUR ORDER AND ISSUE YOU A REFUND. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE PRODUCTS AND OTHER MATERIALS YOU RECEIVE IN YOUR ORDER MAY VARY FROM THE PRODUCTS AND MATERIALS DISPLAYED ON THE SITE DUE TO A NUMBER OF FACTORS, INCLUDING, WITHOUT LIMITATION, PRODUCT AVAILABILITY, SYSTEM CAPABILITIES AND CONSTRAINTS OF YOUR COMPUTER, AND MANUFACTURING PROCESS OR SUPPLY. THE SITE MAY CONTAIN INFORMATION ABOUT PRODUCTS THAT ARE NOT AVAILABLE IN EVERY LOCATION. WE CANNOT GUARANTEE THAT A PRODUCT REFERENCED ON THE SITE WILL BE AVAILABLE IN YOUR LOCATION OR AT THE TIME OF YOUR ORDER.
You agree to indemnify and hold harmless eat2explore, Inc., its parents, subsidiaries, affiliates, officers, directors, employees, agents, and representatives and to defend and hold each of them harmless, from any and all claims, liabilities, losses, damages, costs, and other expenses (including attorneys’ and expert witnesses’ costs and rewards) arising out of or in any way relating to: (1) any breach of any of your obligations in this Agreement; (2) any intentional misconduct or negligence by you in using the Site or the Service; (3) the access to or use of the Service, the Site or any content on the Site (including without limitation, the eat2explore Content, User Generated Content, third party content and links to third party sites) or the order, receipt or use of any Products sold by us; or (4) otherwise related to these Terms (including, but not limited to, any damages caused by or resulting from your reliance on any information obtained from any eat2explore Party (as defined below), or from events beyond the eat2explore Parties’ reasonable control, such as Site interruptions, deletions of files or emails, errors or omissions, defects, bugs, viruses, Trojan horses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of God, communications failure, theft, destruction or unauthorized access to the eat2explore Parties’ records, programs or systems), regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed) or any other legal or equitable theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable).
Limitation of Liability
YOU ACKNOWLEDGE THAT YOU ARE USING THE SITE, THE SERVICE AND THE PRODUCTS AT YOUR OWN RISK AND THAT EAT2EXPLORE, INC., AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES (COLLECTIVELY, THE “EAT2EXPLORE PARTIES”), WILL HAVE NO RESPONSIBILITY FOR ANY HARM TO YOU OR TO YOUR COMPUTER SYSTEM (INCLUDING LOSS OF DATA) THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE FOREGOING. THE SITE, THE SERVICE AND THE PRODUCTS ARE PROVIDED ON AN “AS IS” BASIS, AND THE EAT2EXPLORE PARTIES HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, RELIABILITY, TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM, INCLUDING BUT NOT LIMITED TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED THEREIN OR PROVIDED BY THE EAT2EXPLORE PARTIES. THE EAT2EXPLORE PARTIES DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE SITE OR THE SERVICE WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED ON THE SITE.
THE EAT2EXPLORE PARTIES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ALLEGEDLY SUSTAINED ARISING OUT OF THIS AGREEMENT, THE PROVIDING OF THE SITE OR THE SERVICE HEREUNDER, THE SALE OR PURCHASE OF ANY PRODUCTS, YOUR ACCESS TO OR INABILITY TO ACCESS THE SITE OR THE SERVICE, INCLUDING FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE SITE, YOUR USE OF OR RELIANCE ON THE SITE, THE SERVICE, OR ANY OF THE MERCHANDISE, INFORMATION OR MATERIALS AVAILABLE ON THE SITE REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
YOU HEREBY AGREE TO RELEASE THE EAT2EXPLORE PARTIES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED (“CLAIMS”), ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SITE, THE SERVICE AND THE PRODUCTS. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, IN PART: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR”.
THE TOTAL CUMULATIVE LIABILITY OF THE EAT2EXPLORE PARTIES IN CONNECTION WITH THIS AGREEMENT AND YOUR USE OF THE SITE, THE SERVICE AND/OR THE PRODUCTS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE GREATER OF $250 OR THE AMOUNT YOU PAID TO US IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH YOUR CLAIM AROSE.
Governing Law; Venue. This Agreement is governed by the laws of the State of New York without reference to any conflict of laws principles that would require the application of the laws of any other jurisdiction. You irrevocably consent to the personal jurisdiction of the state and federal courts located in New York, New York, for any suit or action arising from or related to this Agreement, and waive any right you may have to object to the venue of such courts. You further agree that these courts will have exclusive jurisdiction over any such suit or action initiated by you against eat2explore.
Arbitration. If any dispute, controversy or claim arises between the parties under, out of, or in relation to this Agreement, including any dispute concerning the formation, construction, interpretation, or breach of this Agreement or a party’s performance of its obligations hereunder (“Dispute”), the parties shall attempt in the first instance to resolve the Dispute through mutual good faith consultation. If the Dispute is not resolved in this manner within forty-five (45) days of a party’s notice of a Dispute, then any party may serve a notice on the other party requiring the Dispute to be submitted to arbitration as follows:
Any Dispute (excluding claims for injunctive or other equitable relief as set forth below) in connection with this Agreement where the total amount of the award sought is less than five thousand U.S. Dollars (US$ 5,000.00) may be resolved in a cost effective manner through binding non-appearance-based arbitration, at the option of the party seeking relief. Such arbitration shall be initiated through an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section and under the rules of such ADR Provider, except to the extent such rules are in conflict with this Agreement. The party demanding arbitration will propose an ADR Provider and the other party shall not unreasonably withhold consent to use such ADR Provider. The ADR Provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) all arbitration proceedings shall be held in English; c) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and d) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney rewards) and disbursements arising out of the arbitration, and shall pay an equal share of the rewards and costs of the ADR Provider.
Any other Dispute (including whether the claims asserted can be arbitrated) shall be referred to and finally determined by arbitration in accordance with the JAMS Commercial Arbitration Rules (the “Rules”) and shall be administered by the New York, NY office of JAMS (the “Administrator”). To the extent there is any conflict between the provisions set forth in this section and any procedural or other rules issued by the Administrator, this section will control. The location of the arbitration will be New York, NY, USA. The Dispute(s) shall be submitted to a single arbitrator (“Arbitrator”) chosen by the parties or selected by the parties from a list of potential arbitrators provided by the Administrator. The Administrator shall provide such list to the parties 10 days after request by either party. Should the parties be unable to agree on a choice of arbitrator within 10 days after receipt of the list from the Administrator, then the Administrator will select the Arbitrator. The arbitral proceedings, and all pleadings and written evidence will be in the English language. Any written evidence originally in a language other than English will be submitted in English translation accompanied by the original or true copy thereof. The English language version will control. Each party shall bear its own attorney’s rewards, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the rewards and costs of the Administrator and the Arbitrator; provided, however, the Arbitrator shall be authorized to determine whether a party is the prevailing party, and if so, to award to that prevailing party reimbursement for its reasonable attorneys’ rewards, costs and disbursements (including, for example, expert witness rewards and expenses, photocopy charges, travel expenses, etc.), and/or the rewards and costs of the Administrator and the Arbitrator. The Arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The Arbitrator will not have authority to award damages in excess of any limitations set forth in this Agreement. Judgment on the award of the Arbitrators may be entered by any court of competent jurisdiction. The Arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief it deems just and equitable and within the scope of this Agreement, including, without limitation, an injunction or order for specific performance. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by New York law or United States Federal law.
Notwithstanding the foregoing, either party may proceed directly to any court of competent jurisdiction to seek protection or enforcement of its intellectual property rights and/or to seek injunctive relief or other equitable relief.
Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable by any governmental entity, the remaining provisions of this Agreement shall remain in full force and effect provided that the essential terms and conditions of this Agreement for both parties remain valid, binding and enforceable. To the extent permitted by law, the parties hereby to the same extent waive any provision of law that renders any provision hereof prohibited or unenforceable in any respect.
No Assignment. This Agreement and your rights and obligations under this Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without our express prior written consent. Any attempted assignment, delegation, or transfer in violation of the foregoing will be null and void. We may assign this Agreement or any of its rights under this Agreement to any third party without your consent.
Notices. We may give any notice required by this Agreement by means of a general notice on the Site, electronic mail to your email address on record with us, or by written communication sent by first class mail or pre-paid post to your address on record with us. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or upon sending (if sent by email). You may give notice to us, addressed to the attention of eat2explore, Inc. Attn: General Counsel, 56 East 87th Street, #3D, New York, NY 10128. Such notice shall be deemed given when received by us by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the following address: 56 East 87th Street, #3D, New York, NY 10128.
Remedies. Our remedies for any breach of this Agreement by you will include damages, injunctive relief, specific performance, and restitution. You acknowledge that any breach of this Agreement by you would cause irreparable injury to us for which monetary damages would not be an adequate remedy and, therefore, we will be entitled to injunctive relief (including specific performance). The rights and remedies provided to each party in this Agreement are cumulative and in addition to any other rights and remedies available to such party at law or in equity.
Waiver. All waivers must be in writing and signed by the party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Entire Agreement; Modifications. This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous communications and understandings between the parties. We reserve the right to make changes to this Agreement, in our sole discretion, pursuant to Section 2 above.
Feedback. In the event that you provide us with any feedback regarding the Site or the Service, including without limitation, any flaws, errors, bugs, anomalies, problems with and/or suggestions for the Site or the Service (collectively, “Feedback”), you hereby assign to us all rights in the Feedback, including but not limited to, the right to use such Feedback and related information in any manner we deem appropriate.
Survival. The provisions of Sections 10, 11, 12, 17, 18, 19 and 20 shall survive the expiration or termination of this Agreement for any reason.
Modifications to the Site or the Service. We reserve the right at any time to modify or discontinue, temporarily or permanently, the Site or the Service (or any part thereof) with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site or the Service.