Your Florida Chef Terms of Use Agreement
This Terms of Use Agreement (the “Agreement”) is entered into between you and Your Florida Chef (hereinafter referred to as “Company,” “we,” or “us”) and governs your use of the Your Florida Chef mobile application (the “Application”). By accessing and using the Application, you agree to be bound by the terms and conditions of this Agreement. If you do not agree with any of these terms, you should not use the Application.
User Conduct
You agree not to:
a. copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit the Application for any purposes; b. disassemble, decompile, or translate the Application; attempt to derive the source code of the Application; c. create any derivative work from the Application; and/or authorize or assist any third party to do any of the foregoing; d. use the Application for any commercial purpose of your own or to benefit another, including rent, lease, loan, resell for profit, or distribute the Application, or any part thereof; e. remove or alter any proprietary notice or legend regarding Your Florida Chef’s, or any third party’s, proprietary rights in the Application; f. use the Application except in accordance with applicable laws and regulations; and/or g. use the Application:
(i) to defraud any third party;
(ii) to distribute obscene or other unlawful materials or information; and/or
(iii) to disseminate or encourage conduct that could constitute a criminal offense or give rise to civil liability.
User Generated Content
The Application may allow users of the Application to post, contribute, or upload their own content, which may include images, video, audio, or text content (“User Generated Content”), subject to the Privacy Policy. You may only post User Generated Content that you created or which the owner of the content has given you permission to post. You may not post or distribute User Generated Content that is illegal or that violates this Agreement. By posting or distributing User Generated Content to the Application, you represent and warrant that (a) you own all the rights to the User Generated Content or are authorized to use and distribute the User Generated Content to these Social Sites and grant the license rights and waivers granted to us under this Agreement and (b) the User Generated Content does not and will not infringe any copyright, right of publicity or any other third-party right nor violate any applicable law or regulation.
By submitting or posting User Generated Content to the Application, and in exchange for the use of the Application, you grant to Your Florida Chef, its affiliates, subsidiaries, assigns, agents, and licensees the irrevocable, perpetual, worldwide royalty-free right to reproduce, display, perform, distribute, modify, create derivative works of, adapt, and promote any posted User Generated Content in any medium. We own all right, title, and interest in any compilation, collective work, or other derivative work, whether created by us, using or incorporating User Generated Content. To the extent included in your content, you hereby consent to the use of your name and any other names, trade names, trademarks and service marks, likenesses, performances, voices, and identities (and/or that of any minor who you are responsible for) for any and all purposes in connection with our exercise of the license rights granted herein.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APPLICATION AND APPLICATION CONTENT (INCLUDING, WITHOUT LIMITATION, ANY INFORMATION) IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATIONS, CONDITIONS, OR WARRANTIES WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE APPLICATION AND APPLICATION CONTENT RESIDES WITH YOU. COMPANY EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, NON-INTERFERENCE AND/OR QUIET ENJOYMENT, SYSTEM INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND DATA ACCURACY. APPLE HAS NO WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE APPLICATION.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT: (I) THE APPLICATION WILL BE COMPATIBLE WITH YOUR DEVICE AND SOFTWARE; (II) THE APPLICATION WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR ERROR; (III) THE USE OF THE APPLICATION, INCLUDING, WITHOUT LIMITATION, THE BROWSING AND DOWNLOADING OF ANY INFORMATION, WILL BE FREE OF ANY VIRUSES, TROJAN HORSES, WORMS, OR OTHER DESTRUCTIVE, INTRUSIVE, OR DISRUPTIVE COMPONENTS; (IV) THE TRANSMISSION OF INFORMATION TO AND FROM THE APPLICATION WILL BE SECURE; (V) THE USE OF THE APPLICATION WILL NOT INFRINGE THE RIGHTS (INCLUDING, WITHOUT LIMITATION, INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON; OR (VI) THE USE OF THE APPLICATION WILL NOT CAUSE ANY DAMAGE TO YOUR DEVICE, SOFTWARE, OR ELECTRONIC FILES.
ANY AND ALL INFORMATION CONTAINED ON OR WITHIN THE APPLICATION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO PROVIDE SPECIFIC ADVICE AND SHOULD NOT BE RELIED UPON IN THAT OR ANY OTHER REGARD.
ANY APPLICATION IS OFFERED IN JURISDICTIONS WHERE IT MAY BE LEGALLY OFFERED. THE APPLICATION AND THE INFORMATION OFFERED THROUGH IT IS NOT OFFERED TO ANYONE IN ANY JURISDICTION IN WHICH SUCH AN OFFER CANNOT LEGALLY BE MADE OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER.
COMPANY WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES WHATSOEVER ARISING FROM, CONNECTED WITH, OR RELATING TO THE APPLICATION OR APPLICATION CONTENT. YOU EXPRESSLY ACKNOWLEDGE THAT COMPANY HAS ENTERED INTO THIS AGREEMENT WITH YOU AND MAKES THE APPLICATION AVAILABLE TO YOU IN RELIANCE UPON THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND COMPANY. YOU EXPRESSLY AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN WILL SURVIVE AND CONTINUE TO APPLY IN THE CASE OF THE FAILURE OF THE ESSENTIAL PURPOSE OF THE CONTRACT, THE FAILURE OF ANY EXCLUSIVE REMEDY, OR TERMINATION OF THIS AGREEMENT.
Indemnification
At our request, you agree to defend, indemnify, and hold harmless Your Florida Chef, its parent and other affiliated companies, and their employees, contractors, officers, and directors, and Licensors from any and all claims, suits, damages, costs, lawsuits, fines, penalties, liabilities, expenses (including legal fees and disbursements on a solicitor-client basis) that arise from your use or misuse of the Application (including mobile purchases or payments), violation of these Terms, or violation of any rights of a third party. Your Florida Chef reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate in asserting any available defenses.
Jurisdiction and Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts of law principles. Any dispute arising out of or relating to this Agreement or your access or use of the Application will be subject to the exclusive jurisdiction of the courts located within the State of Florida, and each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.
Waiver of Jury Trial and Class Action Waiver
You and Company agree that each party is waiving the right to a trial by jury or to participate in a class action. YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Arbitration
At Company’s sole discretion, it may require you to submit any disputes arising from the use of this Application, related services, or these Terms of Use, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Florida law.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Entire Agreement
This Agreement, together with the Privacy Policy and any other legal notices published by Your Florida Chef on the Application, shall constitute the entire agreement between you and Your Florida Chef concerning the Application. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Company’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. Except as otherwise provided herein, this Agreement may not be amended except in writing signed by both you and Your Florida Chef.
Contact Us
If you have any questions about this Agreement or the Application, please contact us at:
Your Florida Chef Compass
Email: [email protected]