TERMS OF USE

PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY.

By using www.brunchcritic.com (the “Site”), you are deemed to have agreed to these Terms of Use. We may change the Terms of Use from time to time and at any time, and without actual notice to you. All such changes to these Terms of Use will appear on the Site. By using this Site after we post any changes, you agree to accept those changes, whether or not you have reviewed them. If at any time you choose not to accept these Terms of Use, your only recourse is to immediately discontinue the use of this Site.

THE COPYRIGHT IN ALL OF THE POSTS AND ANY OTHER MEDIA APPEARING ON THIS SITE, UNLESS OTHERWISE NOTED, IS HELD EXCLUSIVELY BY THE SITE OWNER. NO PART OF THIS SITE, OR ANY OF THE CONTENT CONTAINED HEREIN, MAY BE USED OR REPRODUCED IN ANY MANNER WHATSOEVER WITHOUT EXPRESSED PERMISSION OF THE COPYRIGHT HOLDER.

User Conduct

This Site and any communications service, including the capability to submit and contribute material through an account (each such submission, a “Contribution”) chat room, message board, newsgroup, or other interactive service that may be available to you on or through this Site (collectively, the “Services”) are provided to you solely for entertainment purposes.

You agree to not use the Site or Services to:

(a) Upload, post, publish, e-mail, reproduce, distribute or otherwise transmit any information, data, music, sound, photographs, graphics, video, messages or other materials, including any Contribution (collectively, “Content”), that is unlawful, harmful, threatening, intended to humiliate, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, deceptive, fraudulent, contains explicit or graphic descriptions or accounts of sexual acts, invasive of another's privacy, or hateful; (b) Upload, post, publish, e-mail, reproduce, distribute or otherwise transmit any Content 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; (c) “Stalk” or “Cyber-Stalk”another individual; (d) Harm minors in any way; (e) Impersonate any person or entity, including, but not limited to, a Site official, or falsely state or otherwise misrepresent your affiliation with a person or entity; (f) Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted to or through the Site; (g) Upload, post, publish, e-mail, reproduce, distribute or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (h) Upload, post, publish, e-mail, reproduce, distribute or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “Spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; (i) Upload, post, publish, e-mail, reproduce, distribute or otherwise transmit any material that contains software viruses, Trojan horses, worms, time bombs, cancelbots, 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 or any other similarly destructive activity, or surreptitiously intercept or expropriate any system, data or personal information; or (j) Intentionally or unintentionally violate any applicable local, state, national or international law.

You also agree that you will not harvest, collect or store information about the users of this Site or the Content posted by others on this Site or use such information for any purpose inconsistent with the purpose of this Site or for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic mail or communications.

You acknowledge that we are not responsible for material submitted to the Site or posted to the Site by users. We do not pre-screen, monitor, review or edit the Content posted by users. However, we have the right (but not the obligation) to refuse or remove any Content, in whole or part, that, in our judgment, does not comply with these Terms of Use or is otherwise undesirable, inappropriate or inaccurate. We are not responsible for any failure, non-failure or delay in removing such Content. You will remain responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of such submitted material, including any Contribution or part thereof, or other communication to the Site. You agree to immediately notify us of any unauthorized use of the Service or any other breach of security known or suspected by you.

You acknowledge and agree that we may, but are in no event obligated to, preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Use; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of the Site, its users or the public.

You understand that the technical processing and transmission of the Site, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. The Site assumes no responsibility for the deletion or failure to store postings, Contributions or other information submitted by you or other users to the Site.

Any or all Content on the Site may be purged from time to time in our sole discretion. You acknowledge and agree that Content you view, submit or post is at your own discretion and risk, including any reliance on the accuracy, completeness, or usefulness of such Content. You acknowledge that you may not rely on any information, data, music, sound, photographs, graphics, video, messages or other materials created by the Site or submitted to the Site, including Content. You further acknowledge and agree that the views expressed on the Site do not necessarily reflect our views.

Termination

Further to the provision above, we reserve the right to terminate any user’s access to the Site or any related service for any or no reason, with or without notice, at any time. We shall not be liable to you or any third party for termination of service, nor shall we be responsible for any events or actions arising as a result of said termination. If your access is terminated, you agree not to use or access the Site or any related service, or to assist or cause any third party to do the same. Our rights under this Agreement shall survive any termination of this Agreement.

Restrictions On Use of Material

Except as expressly permitted, you agree not to use the Site for sale, trade or other commercial purposes, and, you may not modify, copy, publish, display, transmit, adapt or in any way exploit the content of the Site. Only if you obtain prior written consent from us, and from all other entities with an interest in the relevant intellectual property, may you publish, display or commercially exploit any material from the Site. To seek our permission, you may email us at info@brunchcritic.com. If permission is granted by us and by all other entities with an interest in the relevant intellectual property, you may not change or delete any author attribution, trademark, legend or copyright notice. You must abide by all additional copyright and trademark notices or other restrictions contained on the Site.

Unsolicited Materials

In operating this Site, we do not solicit nor do we wish to receive any confidential, secret or proprietary information or other material from you through the Site or any Site mail and e-mail addresses, or in any other way. Any information or material submitted or sent to us, will be deemed not to be confidential or secret. By submitting or sending information or other material to us, you represent and warrant that the information is original to you and that no other party has any rights to the material.

User’s Grant Of Limited License

By communicating with us, including submitting or sending Content, a Contribution or other information or material to the Site, you grant us the royalty-free, unrestricted, world-wide, perpetual, irrevocable, exclusive and fully sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content (in whole or part), including any information, suggestions, ideas, drawings or concepts contained in such Content, worldwide and to incorporate it in other works in any form, media, or technology now known or later developed. Such license includes, but is not limited to, incorporating a Contribution, in whole or in part, into a Company feature. You will remain responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of such submitted material, including any Contribution or part thereof, or other communication to us.

You also warrant that any “moral rights” in posted materials have been waived.

Linked Sites

You may be able to link to third parties’ websites (”Linked Sites”) from the Site or any other website that may be operated by us. Linked Sites are not, however, reviewed, controlled, or examined by us in any way and we are is not responsible for the content, availability, advertising, products or other materials of any such Linked Sites, or any additional links contained therein. These links do not imply our endorsement of or association with the Linked Sites. It is your sole responsibility to comply with the appropriate terms of service of the Linked Sites as well as with any other obligation under copyright, secrecy, defamation, decency, privacy, security and export laws related to the use of such Linked Sites and any content contained thereon. In no event shall we be liable, directly or indirectly, to anyone for any loss or damage arising from or occasioned by the creation or use of the Linked Sites or the information or material accessed-through these Linked Sites. You should direct any concerns to that site’s administrator or webmaster. We reserve the exclusive right, in our sole discretion, to add, change, decline or remove, without notice, any feature or link to any of the Linked Sites from the Site or introduce different features or links to different users.

Permission must be granted by us for any type of link to the Site. To seek our permission, you may contact us by email at info@brunchcritic.com. We reserve the right, however, to rescind any permission granted by us to link through any type of link, and to require termination of any such link to the Site, at our discretion at any time.

Contests, Promotions, Simulations or Games

From time to time, we may offer as part of the Services, either on or through the Site, contests, promotions, simulations or games (collectively, “Games”). To participate in Games, players may be required to complete a registration form. Upon submission, all registrations become our exclusive property. Registered users (each, a “Registered User”) are permitted only one account. Registered Users with more than one account are subject to immediate disqualification from any Game, unless the description of the Game expressly invites a user to register multiple times. We may suspend or revoke the registration of any Registered User.

Registered Users agree to release the Site, the Company and their agents, advertisers, sponsors or promotional partners, from all liability arising from participation in any Game located on, or accessed through, the Site. We are not responsible for technical, hardware or software failures of any kind, lost or unavailable network connections, or failed, incomplete, garbled or delayed computer transmissions which may limit any Registered User’s ability to participate in any Game.

Each Registered User agrees to be bound by the rules of any Game and by the rules of fair play and consideration of fellow Registered User. A Registered User who violates any of the rules or guidelines for behavior published on the Site, or the site where the Game is conducted, are subject to immediate disqualification and revocation of their registration. We are under no obligation to award any prize to any Registered User who violates a published rule or guideline.

Some Games may offer prizes to Registered Users. All prizes are subject to the official game or contest rules published with that Game.

We reserve the right to cancel, terminate or alter any Game or the rules thereof at any time without prior notification.

Intellectual Property Rights

All materials and content contained on this Site, including all User Submissions, are owned by us. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them.

Privacy Policy

We are committed to protecting your privacy and security and have explained in detail the steps we take to do so. We urge you to read our privacy policy.

Service Emails

We reserve the right to send subscribers service emails notifying the subscriber of operational or other changes that may affect or change the current Services offered. Please note that subscribers cannot opt out of such service emails because these service emails provide information critical for the operation of subscribers' accounts.

Disclaimer Of Warranties

THE SITE AND SERVICES ARE PROVIDED “AS IS,” “WHERE IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITATION OF THE FOREGOING, WE SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (i) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, APPROPRIATENESS, RELIABILITY, TIMELINESS, USEFULNESS, OR OTHERWISE OF THE CONTENT OF THE SITE OR SERVICES; AND (ii) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY THE SITE, INCLUDING WITHOUT LIMITATION AS A RESULT OF (1) ANY ERROR, OMMISSION, DELETION OR DEFECT IN THE CONTENT, OR (2) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, DEFAMATION OR UNDER ANY OTHER CAUSE OF ACTION. WE DO NOT WARRANT OR GUARANTEE (1) THAT ANY PORTION OF THE SITE WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES; OR (2) THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE.

WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS IN THIS SITE. YOU (AND NOT US OR ANY OF OUR AGENTS) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

Limitation Of Liability

IN NO EVENT WILL THE SITE OWNER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SPONSORS, ADVERTISERS, PARENTS, AFFILIATES, SUCCESSORS OR ASSIGNS, BE LIABLE TO ANY PARTY (i) FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE SITE, EVEN IF THE COMPANY OR ITS AGENTS SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE; OR (ii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN, OR DESTRUCTIVE PROPERTIES OF THE SITE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

Indemnification

Upon a request by us, you agree to defend, indemnify and hold us, our affiliates, officers, directors and employees harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from your use or misuse of the Site or Services, or the uploading, posting, publishing, e-mailing, reproduction, distribution or transmission of any Content or other materials by you or users authorized by you or any violation of these Terms of Use by you. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defense.

Waiver

Our failure to enforce your strict performance of any provision of these Terms of Use will not constitute a waiver of our right to subsequently enforce such provision or any other provision of these Terms of Use. No provision of these Terms of Use will be waived by any act, omission or knowledge of us or our agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of ours.

Statute Of Limitations

You agree that any cause of action against us arising out of or related to the Site or any related service, regardless of its form, must be commenced by you within one (1) year from the date on which the cause of action arose; otherwise, such cause of action is permanently barred.

Copyright And Copyright Agent

We respect the intellectual property rights of others, and require that the people who use the Site do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below: (a) Your username, address, telephone number, and e-mail address; (b) A description of the copyrighted work that you claim has been infringed; (c) A description of where the alleged infringing material is located; (d) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and (f) A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Copyright Agent (Contact only for copyright matters. For all other inquiries, please contact us here.)

copyright@brunchcritic.com

Applicable Laws / Jurisdiction

You agree that the laws of the State of New York, excluding its conflicts-of-law rules, shall govern these Terms of Use. Please note that your use of the Site may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with us or relating in any way to your use of the Site resides in the courts of the State of New York, and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of the State of New York, in connection with any such dispute and including any claim involving us or our affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers.

Provisions Unenforceable or Invalid

If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Assignment

You shall not transfer, assign, sublicense nor pledge in any manner whatsoever, any of your rights or obligations under this Agreement. We may transfer, assign, sublicense or pledge in any manner whatsoever, any of our rights and obligations under this Agreement to a subsidiary, affiliate, or successor thereof or to any third party whatsoever, without notifying you or receiving your consent.

If you have any questions about this policy or our Site in general, please contact us at info@brunchcritic.com

For all advertising inquiries, please contact info@brunchcritic.com