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Terms of Use

UFOODZ.COM

Terms of Use Agreement
Last Modified  March 8, 2011

Welcome to UFOODZ.COM, a website devoted to all things about food.  The UFOODZ.COM website (“Website”) is made available by (“ConXis Inc.” or “we” or “us”).

Before using UFOODZ.COM or any UFOODZ.COM service (“Service”), please read these terms and conditions of use, Privacy Policy, all rules and policies related to the Service (including, but not limited to, any product or service-specific rules, restrictions, or usage provisions specified on any web page or in any link from a web page) (collectively, the “Terms of Use”).  We may change the Terms of Use from time to time, at any time without notice to you, by posting such changes on the Website.

BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT ACCESS OR OTHERWISE USE THE WEBSITE.

1.    Proprietary Rights. UFOODZ.COM and its owner, ConXis Inc., own, solely and exclusively, all rights, title and interest in and to the Website and Service.  The Website contains copyrighted material, trademarks, and other protected intellectual property or proprietary information of UFOODZ.COM, ConXis Inc. and/or their licensors, including without limitation, tools, applications, software, text, audio, video, pictures, graphics, music, sound clips, images likenesses, personal information, and other works of authorship.  Except as stated in this Terms of Use, you are not conveyed any right or license, by implication, estoppel or otherwise, in or under any patent, trademark, copyright, or proprietary right of UFOODZ.COM or any third party.  Except for that information that is in the public domain or for which you have been given written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such intellectual property or proprietary information.

2.    Limited License.  Unless otherwise specified, we grant you a non-exclusive, non-transferable, limited right to access, use and display this Website and the material provided on the Website for your personal, noncommercial use, provided that you comply fully with the provisions of these Terms of Use.  Illegal and/or unauthorized use of the Website, including collecting user names and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, using any high volume, automated, or electronic means such as spiders, robots, scripts or other automated devices to access the Website or monitor or copy any portion of the Website or the content contained on the Website, or unauthorized framing of or linking to the Website is prohibited and will be investigated. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Website and/or user accounts without notice and may result in termination of the account. Appropriate legal action will be taken by UFOODZ.COM for any illegal or unauthorized use of the Website.

3.     Hyperlinks.  You are granted a limited, nonexclusive right to create a hyperlink to the homepage or recipe home page of this Website only, provided such link does not portray UFOODZ.COM or any of its products and services in a false, misleading, derogatory, or otherwise defamatory manner. This limited right may be revoked at any time. You may not use, frame or utilize framing techniques to enclose any UFOODZ.COM trademark, logo, or other proprietary information, including the images found at this Website, the content of any text, or the layout/design of any page or form contained on any page of the Website, without UFOODZ’ express written consent.

4.     Third Party Links.  These Terms of Use apply only to this Website, and not to the websites of any other person or entity. We may provide, or third parties may provide, links to other worldwide websites or resources. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse (and are not responsible or liable for) any content, advertising, products, or other materials on or available from such websites or resources. You further acknowledge and agree that, under no circumstances, will we be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to you in connection with your use of, or reliance on, any content, advertisements, products or other resources available on any other website (regardless of whether we directly or indirectly link to such content, advertisements, products or other resources). You should direct any concerns with respect to any other website to that website's administrator or webmaster.

5.     Third Party Products and Services.  You may order services, merchandise or other products through our Website from other parties (collectively, the “Third Party Sellers”). All matters concerning the services, merchandise and other products desired from the Third Party Sellers, including, but not limited to, purchase terms, payment terms, warranties, guarantees, maintenance and delivery, are solely between you and the Third Party Sellers. We make no warranties or representations whatsoever with regard to any services, merchandise and other products provided by the Third Party Sellers. You will not consider us (and we will not be construed as) a party to such transactions, whether or not we may have received some form of revenue or other remuneration in connection with such transactions, and we will not be liable for any costs or damages arising out of, either directly or indirectly, you or any other person involved or related to the transactions.

6.    Privacy.  We are committed to protecting your privacy and security. For more information, you should review our Privacy Policy, which is incorporated into these Terms of Use by this reference.

7.     Parental or Guardian Permission.  Some of the Content on this Website may not be appropriate for children. CHILDREN UNDER THE AGE OF 13 ARE NOT PERMITTED TO USE THIS WEBSITE. We strongly recommend that children between the ages of 13 and 18 ask for their parent's or guardian's permission before viewing our Website.

8.    Programs and Promotions. UFOODZ.COM may, in its sole discretion, sponsor on-line and off-line programs, promotions, contests or events. By participating in any on-line or off-line UFOODZ.COM program, promotion, contest, or event, you agree to release and hold UFOODZ.COM, ConXis Inc., and their owner(s), parent companies, subsidiaries, affiliates, and their respective officers, directors, shareholders, attorneys, agents, partners, employees and contractors harmless from any and all costs, expenses, losses, damages, rights, claims, liabilities, actions, and settlements of any kind, including, without limitation, personal injuries, death, and property damage, either directly or indirectly related to or arising out of your participation in any such offline UFOODZ.COM event.

9.    Becoming a Member.  You may register as a member (“Member”) of our Website at no cost, or register as a Subscribing Member for a membership ship. You do not have to become a Member to use this Website. However, if you do not register, you may be precluded from using certain products, offerings, features, or resources of our Website. All Membership registrations must comply with the instructions on this Website.  If you elect to become a Member, you agree to provide us with true, accurate and complete information about yourself, and maintain accurate and updated data and any other information you provide to us.  If you provide any information that is untrue, inaccurate, or incomplete, or we have reasonable grounds to suspect that such is the case, we reserve the right to suspend or terminate your user account and refuse any and all current or future use of our Website.  You agree not to assign, transfer or sublicense your rights as a Member of this Website.  You further agree not to register for more than one account, create an account on behalf of someone else, or create a false or misleading identity on this Website.  Membership in the Service is void where prohibited.

10.    Content Submissions by Members.  Members may submit recipes, videos, photos, original articles, blog entries and other food-related, cooking-related, or other materials, information and messages for posting on UFOODZ.COM (“Content”). All prospective submissions should be emailed to should be submitted on Ufoodz.com website.

a.    Grant of Licenses to UFOODZ.COM. By submitting any Content to UFOODZ.COM for publication, display, or posting on the Website, you hereby grant to UFOODZ.COM the non-exclusive, fully paid, royalty-free, irrevocable, perpetual, worldwide right and license (including the right to sublicense through multiple tiers) to use, sell, reproduce, distribute, modify, publish, publicly perform, and publicly display such Content on the Website and to use, publish, publicly display, distribute, and/or post such Content, with or without modification, in any format, on any other website, and/or in any media whatsoever.

b.     Content you submit to UFOODZ.COM may be accepted for posting on the Website at the sole discretion of UFOODZ.COM.  UFOODZ.COM may edit, modify, add to, or delete from any materials submitted for posting on UFOODZ.COM.  UFOODZ.COM, its owner or designee, may syndicate or publish recipes submitted by Members or users of the Website in cookbooks or otherwise, and post videos and photographs submitted by Members or users of the Website on other websites or in other media. Content submitted by you or other Members or users of the Website may contain inaccurate, inappropriate, or unauthorized material, products, or services, or material that some persons may find offensive, and UFOODZ.COM assumes no responsibility or liability for this material, products, or services.

c.    UFOODZ.COM reserves the right, in its sole discretion, to accept, post, reject, refuse to post, edit, modify, enhance, add to, or remove any posting of Content submitted by you, or to restrict, suspend, or terminate access to all or any part of the Website and/or Services at any time, for any or no reason, with or without prior notice, and without liability.

d.     You represent and warrant that (1) you own the Content submitted by you for posting on the Website or otherwise have the right to grant the license set forth in this Agreement, (2) your Content is not defamatory and does not violate the privacy rights, publicity rights, or other intellectual property rights of any person or entity, (3) you are the individual pictured, depicted, or heard in your Content and that you have obtained permission from each person (including consent from the parents or guardians of any individual under the age of eighteen (18) who appears and/or is heard in your Content) to grant the rights to UFOODZ.COM as set forth in this Terms of Use. You agree to pay all royalties and fees owing to any person by reason of any Content you submit for posting on the Website.

e.    You agree that you will not submit any “Prohibited Content” (as defined below) for posting on the Website or post any Prohibited Content in your interactions with other Members on the Website. If you submit or post such Prohibited Content, you are, and will remain, solely responsible and liable to UFOODZ.COM and third parties for such postings.  Prohibited Content includes, but is not limited to, Content that (a) is offensive and promotes racism, bigotry, hatred, or physical harm against any individual or group; (b) harasses or promotes harassment of another person; (c) involves the transmission of junk mail, chain letters, unsolicited mass mailings, or spamming; (d) is false, misleading, obscene, defamatory, slanderous, or libelous; (e) promotes or encourages illegal activities; (f) advocates conduct that is abusive or threatening; (g) is an illegal or unauthorized copy of another person’s copyrighted work, patent, trademark, trade name, trade dress, or other protected intellectual property, or that provides a link to same; (h) contains restricted or pass-word only access pages or hidden pages or images; (i) exploits persons under the age of 18 in a sexual or violent manner, or solicits personal information from a person under the age of 18; (j) is instructional regarding illegal activities, such as the production or use of potentially harmful substances, violating a person’s privacy, or creating or disseminating computer viruses; (k) solicits passwords or personal identifying information from other users; (l) involves commercial activities and/or advertising or sales of any product or service without the prior written approval of UFOODZ.COM; or (m) promotes contests, sweepstakes, barter, advertising or pyramid schemes.

f.    You are solely responsible and liable for the Content that you submit for publication, display, or posting on the Website or Services or any material or information you transmit to other Members or users of the Website.

11.    Use in Compliance with Applicable Laws. You must use the Website and Services in a manner consistent with applicable laws and regulations. If you fail to do so, or if you submit any Prohibited Content which is posted on the Website, UFOODZ.COM reserves the right to investigate and take appropriate legal action in its sole discretion against you, including, but not limited to, removing the Prohibited Content from the Website and terminating your user account and/or Membership.

12.    Copyright Policy/DMCA. You may not submit to UFOODZ.COM for posting, or otherwise distribute, or reproduce in any way any copyrighted or patented material, trademarks, trade names, trade dress or other proprietary information or protected intellectual property without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of UFOODZ.COM to terminate Membership privileges of any Member who repeatedly infringes copyright, trademark, patent or other proprietary information or protected intellectual property upon prompt notification to UFOODZ.COM by the copyright owner or the copyright owner’s legal agent or the owner or legal agent of any other protected intellectual property. Without limiting the foregoing, if you believe your copyrighted work or other protected intellectual property has been copied and posted on the Website without proper authorization, please send notice of your claim of copyright infringement or violation of your rights in any other protected intellectual property to UFOODZ.COM’s copyright agent at Ufoodz.com P.O Box 157 San Dimas, CA 91773 or email us at contact@ufoodz.com.    You must include the following information in your notice:
a.    a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
b.    identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
c.    identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit UFOODZ.COM o locate the material;
d.    information reasonably sufficient to permit UFOODZ.COM to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;
e.    a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
f.    and a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

13.    Term, Termination and Fees. This Agreement shall remain in full force and effect while you use the Website, the Services, or while you are a Member. You may terminate you membership at any time by following the instructions on the UFOODZ.COM Registration Page. UFOODZ.COM may terminate your membership for any reason, effective upon sending notice to you at the email address you provide in your membership application or such other email address as you may subsequently provide to UFOODZ.COM. If UFOODZ.COM terminates your Membership in the Services for breach of this Terms of Use, you shall not be entitled to a refund of any unused portion of your Membership fees. Even after your Membership is terminated or expires, this Terms of Use will remain in effect, including, without limitation, sections 4 through 9 and 12 through 17. UFOODZ.COM’s Membership fees and/or Terms of Use that were provided to you at registration may change from time to time. By using the Services and by becoming a Member, you acknowledge that UFOODZ.COM reserves the right to charge for the Services and has the right to terminate a Member’s Membership if the Member breaches this Agreement or fails to pay for the Services as required by this Agreement.

14.     Password and User Security.  If you are a Member user of this Website, you are entirely responsible for maintaining the confidentiality of your password and user account information. You agree to notify us immediately in the event of any known or suspected unauthorized use of your user account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your or anyone else's password. You are entirely responsible for any and all activities which occur under your user account. You agree to immediately notify us of any unauthorized use of your user account or any other breach of security known to you.

15.    Disclaimers. UFOODZ.COM is not responsible for any incorrect or inaccurate Content posted on the Website or in connection with the Services provided, whether caused by users or Members of the Website, by UFOODZ, or by any of the equipment or programming associated with or utilized by the Website or in the provision of the Services.  Certain features of the Website and/or Services, such as the calorie counter, food log and similar tools are provided only as guides and tools for UFOODZ.COM’s users and Members. UFOODZ.COM makes no representation or warranty as to the correctness, accuracy, or effectiveness of any such features. UFOODZ.COM is not responsible for the on-line or off-line conduct of its Members or users. UFOODZ.COM is not responsible for any error, omission, interruption, deletion, defect, or delay in the operation or transmission, communications line failure, theft, destruction, unauthorized access to, or alteration of any user or Member posting or communication. UFOODZ.COM is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers, providers, computer equipment, or software, failure of any email or other system due to technical problems or traffic congestion on the Internet or at any Website or combination thereof, including any injury or damage to users and/or Members, or to any person’s computer related to or resulting from participation or downloading materials in connection with the Website or Services. Under no circumstances shall UFOODZ.COM be responsible for any loss or damage, including personal injury or death, resulting from use of the Website and/or the Services or from any Content posted on the Website or transmitted to users or Members, or any interactions between users and/or Members of the Website, whether on-line or off-line. UFOODZ.COM cannot, and does not, guarantee and any specific results from use of the Website and/or Services. THE WEBSITE AND THE SERVICES ARE AS-IS AND AS-AVAILABLE. THE WEBSITE AND ITS SERVICES ARE FOR CONSUMER EDUCATIONAL PURPOSES ONLY. NOTHING CONTAINED IN THE WEBSITE AND/OR ITS SERVICES IS, OR SHOULD BE CONSTRUED AS, MEDICAL OR HEALTH ADVICE OR USED AS A SUBSTITUTE FOR MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE AND SERVICE IS SOLELY AT YOUR OWN RISK. UFOODZ.COM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH RESPECT TO THE WEBSITE, SERVICE, OR UFOODZ.COM CONTENT. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON WARRANTIES, SO SOME OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

16.    Limitation on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UFOODZ.COM, CONXIS INC., AND/OR ANY PERSON OR ENTITY INDEMNIFIED UNDER THIS AGREEMENT SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT OR DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR THE SERVICES, EVEN IF UFOODZ.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, UFOODZ.COM’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO UFOODZ.COM FOR THE SERVICES DURING THE TERM OF MEMBERSHIP.

17.    United States Export Controls. Software from this Website, (the “Software”) may be subject to United States Export controls. No Software may be downloaded from the Website or otherwise exported or re-exported (a) into (ox to a national or resident of) Cuba, Iraq, North Korea, Iran, Syria, or any other Country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U. S. commerce Department’s Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such Country or on any such fist.

18.     Governing Law.  You agree that if there is any dispute about or involving the Website or the Services, it shall be governed by the laws of the State of California without regard to conflict of law provisions and you agree to personal jurisdiction by and venue in the State of California, County of Orange.

19.    Indemnification. You agree to indemnify and hold UFOODZ.COM, its owner(s), affiliates, partners, employees, and contractors, and the parent, subsidiaries, affiliates, officers, directors, agents, partners, employees and contractors of the owner(s) of UFOODZ.COM harmless from any and all loss, expense, costs, claims, demands, liability, damages, causes of action, and settlements, including reasonable attorneys’ fees, made by any third party due to, as a result of, or arising out of your use of, or Membership in, the Website and/or the Services in violation of this Agreement, and/or resulting from or arising out of, or in connection with a breach of this Agreement and/or any breach of your representations and warranties as set forth in this Agreement.
20.    Changes to Terms of Use. UFOODZ.COM reserves the right, at its sole discretion, to change, modify, add or remove any portion of the Terms of Use, in whole or in part, at any time. Changes in the Terms of Use will be effective when posted. Your continued use of the Website and/or the Services after any changes to the Terms of Use are posted will be considered acceptance of those changes.

21.    This Agreement constitutes the entire agreement between you and UFOODZ.COM regarding the use of the Website and/or the Services. The failure of UFOODZ.COM to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect.  Please contact us with any questions regarding this Agreement. UFOODZ.COM is a trade name and trademark of ConXis Inc., Inc.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.