TERMS OF SERVICE

Terms of Service

Last Modified: February 2, 2017

By using the Service (as hereinafter defined) of Conversant Labs LLC (“Company”), you (“You”) agree to be bound by the following terms and conditions (“Terms of Service”). You represent and acknowledge that You have read, understood, and agree to be bound by these Terms of Service, and that the information You provide in registering to the Service is accurate, complete, and is Yours or within Your right to use. If You are entering into these Terms of Service on behalf of a company or another legal entity, You represent that You have the authority to bind such entity and its affiliates to these Terms of Service, in which case the Terms of Service “You,” “Your” or related capitalized terms herein shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these Terms of Service, You must not accept these Terms of Service and may not use the Service.

You acknowledge that these Terms of Service govern Your use of the Service. Company reserves the right to update and change the Terms of Service from time to time without notice.  Any new features or changes that augment, enhance or modify the current Service, including the release of new tools, software applications and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes.

DESCRIPTION OF SERVICE

The “Service” includes (a) the Yes, Chef! software application including the overall functionality provided by the application, (b) the Company Data (as hereinafter defined) and (c) any other services that may be provided by Company to You.

The Service may need to connect to and use certain third party products, services or software under separate terms and conditions (collectively, “Third-party Services”) in conjunction with Company’s Service. You expressly consent to and authorize the Service to access and use such Third-party Services, to the extent necessary to provide the Service to You and You agree to comply with all applicable terms and conditions of such Third-party Services.  Company is not liable for any damage or loss caused or alleged to be caused by or in connection with Your access or use of any such Third-party Services, or Your reliance on the privacy practices or other policies of such Third-party Services.

AVAILABILITY OF THE SERVICE

You acknowledge that there may be interruptions in service or events that are beyond Company’s control. While Company uses reasonable efforts to keep the Service accessible, You understand and acknowledge that due to circumstances both within and outside of Company’s control, the Service may be interrupted, suspended or terminated. You further understand that there may be interruptions in service or events on third-party sites that will impact your use of the Service and that are beyond Company’s control to prevent or correct

INTELLECTUAL PROPERTY RIGHTS

Company shall maintain all rights, title and interest in and to all its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights, including rights in and to the Service, Company Marks (as hereinafter defined) and Company Data (collectively, “Intellectual Property Rights”). The rights granted to You to use the Service under these Terms of Service do not convey any additional rights in the Service, or in any Intellectual Property Rights associated therewith. The rights granted to You to use the Service under these Terms of Service do not convey any additional rights in the Service, or in any Intellectual Property Rights associated therewith. “Company Data” means any data, including without limitation metadata, relating to the use of the Service, such as data schema, specific facts and other similar information collected by Company.

You own the information you provide Company or input on third-party websites through the Service and hereby grant Company a nonexclusive, revocable, worldwide, perpetual, unlimited fully paid up and royalty-free right to Company to use copy, prepare, remove, retain, add, process, analyze and prepare Company works of the foregoing described information and to publish or distribute such derivative works, subject to Company’s confidentiality obligations as set forth in Company’s Privacy Policy. By providing information to Company or to third-parties through the Service, You represent and warrant that You are entitled to and authorized to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights.

Company shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations or other feedback Company receives from You. Company, and Company’s other product and service names, and logos used or displayed on the Service are registered or unregistered trademarks of Company (collectively, “Company Marks”), and You may only use such Company Marks to identify yourself as a customer and user of the Service; provided You do not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Company Marks, or use the Company Marks to disparage or misrepresent Company, its services or products.

All rights, title and interest in and to the Service and its components, including all related intellectual property rights, will remain with and belong exclusively to Company and its third-party vendors.

Subject to compliance with these Terms of Service, the Company grants You a non-exclusive, non-transferable, revocable license to access and use the Service for your own personal, non-commercial use only.

SERVICE ELIGIBILITY

To be eligible to use the Service, You must meet the following criteria and represent and warrant that You: (1) are of the age of majority in your country of residence required to enter into these Terms of Service; (2) are not currently restricted from the Service, (3) have full power and authority to enter into these Terms of Service and doing so will not violate any other agreement to which You are a party; (4) will not violate any rights of Company, including intellectual property rights such as copyright or trademark rights; and (5) agree to provide at Your cost all equipment, software, and internet access necessary to use the Service.

USE OF THE SERVICE

You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as expressly permitted by these Terms of Service; (b) use the Service to process data on behalf of any third party; (c) modify, adapt or hack the Service to falsely imply any sponsorship or association with Company, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks; (d) use the Service in any unlawful manner, including but not limited to violation of any person’s privacy rights, infringing any person’s intellectual property rights, or sending spam or otherwise duplicative or unsolicited messages in violation of applicable law; (e) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components; (f) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Service; (g) use the Service to knowingly post, upload, link to, send or store any content that is unlawful, racist, hateful, obscene, discriminatory, or contains any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; (h) unless otherwise explicitly agreed to in writing by Company, use the Service or any content obtained from it to develop, as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; (i) use automated scripts to collect information from or otherwise interact with the Service; or (j) try to use, or use the Service in violation of these Terms of Service.

  DATA PRIVACY AND SECURITY

Company shall maintain appropriate administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Your data. These safeguards include encryption of Your data in transmission (using SSL or similar technologies). The Privacy Policy governs Company’s treatment of any information, including personally identifiable information that you submit to the Company or that is collected by the Company. The Privacy Policy is incorporated into the Terms of Service by reference.

TERMINATION

Company reserves the right (i) to modify or discontinue, temporarily or permanently, the Service (or any part thereof) at any time and (ii) if the Company believes that You have violated these Terms of Service, to refuse any/all current and future use of the Service. Any suspected fraudulent, abusive, or illegal activity may be grounds for immediate termination of Your use of Service, and may be referred to law enforcement authorities. Company shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service.

DISCLAIMER OF WARRANTIES AND LIABILITY

THE SERVICE, INCLUDING THE CONTENT, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

YOU ACKNOWLEDGE THAT THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, CONTENT OR MATERIALS FROM OR RELATED TO THE SERVICE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SERVICE, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  COMPANY DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY CESSATION, INTERRUPTION OR ERRORS IN THE FUNCTIONING OF THE SERVICES, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN.

Under no circumstances will Company be responsible for any loss or damage, including, but not limited to personal injury or death, resulting from use of the Service.  COMPANY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICE.

LIMITATION OF LIABILITY

NO CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL COMPANY, OR ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

LIMITS ON MONETARY DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OF SERVICE, COMPANY’S (INCLUDING ANY OF ITS AFFILIATES) AGGREGATE LIABILITY, FOR DAMAGES (MONETARY OR OTHERWISE) UNDER THESE TERMS OF SERVICE CLAIMED BY YOU OR ANY THIRD PARTY ARISING FROM COMPANY’S SERVICE, SHALL BE LIMITED TO THE LESSER OF (I) PAYMENTS MADE BY YOU FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (II) $500. THIS SECTION ALLOCATES THE RISKS UNDER THESE TERMS OF SERVICE BETWEEN THE PARTIES AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS OF SERVICE.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE STATES, COMPANY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

INDEMNIFICATION

You agree to defend, indemnify and hold the Company, its affiliates, subsidiaries, directors, officers, employees, agents, partners, contractors, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by a third party, relating to or arising from: (a) Your use of the Service; (b) any violation by You of this Terms of Service; or (c) your violation of any rights of another. This obligation shall survive the termination or expiration of the Terms of Service and/or Your use of the Service.

ENTIRE AGREEMENT

These Terms of Service constitute the entire agreement between the parties with respect to the subject matter hereof, all previous understandings whether oral or written having been merged herein. No representations or warranties have been made other than those expressly set forth herein. Without limiting the foregoing, the parties have not relied on any oral statements that are not included in the Terms of Service.

SEVERABILITY

If any provision of these Terms of Service, or the application thereof under certain circumstances, is held to be invalid or unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms of Service, or the application of such provision under other circumstances, shall remain in full force and effect.

EXPORT CONTROL

Your use of Service, including Company’s software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department's Office of Foreign Assets Control. You shall not — directly or indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of any Service or Software to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software.

RELATIONSHIP; INDEPENDENT CONTRACTOR

Nothing herein contained shall be so construed as to constitute the parties as principal and agent, employer and employee, partners or joint venturers, nor shall any similar relationship be deemed to exist between the parties. Neither party shall have any power to obligate or bind the other party, except as specifically provided herein.

SURVIVAL

The following sections will survive any termination of these Terms of Service: Intellectual Property Rights, Termination, Disclaimer of Warranties and Liability, Limitation of Liability, Indemnification, Entire Agreement, Severability, Export Compliance and Use Restrictions, Relationship;Independent Contractor, Governing Law and No Waiver.

GOVERNING LAW

The validity, interpretation and performance of these Terms of Service shall be governed by the laws of the State of Delaware without giving effect to the conflicts of laws provisions or principals thereof.  The parties irrevocably submit to the exclusive jurisdiction of the state or federal courts located in Santa Clara County, California.

NO WAIVER

Company’s failure to enforce at any time any provision of these Terms of Service does not constitute a waiver of that provision or of any other provision of these Terms of Service.