Effective Date: [September 3, 2019]
The following Terms of Service and Conditions of Use (“Terms”) set forth a legally binding agreement between you and the Marcus Samuelsson Group (“Marcus Samuelsson Group”, “Company”, “we”, “our”, or “us”), and apply to and govern your use of Marcus Samuelsson Group and any services offered through Marcus Samuelsson Group, including any online service location that posts a link to these Terms, and all features, content, and other services that we own, control and make available through such online service location including forums, personal profile pages, commentary pages, blogs, RSS feeds, food and restaurant reviews and newsletters, among other offerings (the “Services”). Your use of Marcus Samuelsson Group and its Services signifies your agreement to be bound by these Terms. You also agree to use Marcus Samuelsson Group and its Services in a manner consistent with all applicable laws and regulations and in accordance with the Terms outlined below and otherwise set forth on Marcus Samuelsson Group.
In some instances, both these Terms and separate terms elsewhere on the Services will apply to your use of the Services (“Additional Terms”). To the extent there is a conflict between these Terms and any applicable Additional Terms, the Additional Terms will control unless they expressly state otherwise.
License to Use the Services
The Service contains: (i) materials and other items relating to Marcus Samuelsson Group and its products and services, and similar items from our licensors and other third parties, including all layout, information, databases, articles, posts, text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material; (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of Marcus Samuelsson Group; and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”). All right, title, and interest in and to the Service and the Content is the property of Marcus Samuelsson Group or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible.
Marcus Samuelsson Group grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download, view, use, play and display the Content, and use the Services, on a personal computer, browser, laptop, tablet, mobile phone, or other internet-enabled device (each, a “Device”) for your personal, non-commercial purposes only, provided that you comply fully with these Terms and any applicable Additional Terms. You shall not interfere or attempt to interfere with the operation of Marcus Samuelsson Group or the Services in any way through any means or device, including but not limited to spamming, hacking, uploading computer viruses or time bombs, or by any other means. The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be suspended or terminated for any reason, in our sole discretion, and without advance notice or liability. Your unauthorized use of the Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.
Some areas of the Services may require registration. By registering, accepting these Terms, and uploading Communications (as defined below), you represent and warrant to Marcus Samuelsson Group the following: (a) all of the information provided by you to Marcus Samuelsson Group to enroll and participate in the Forums is correct and current; (b) you hold and will continue to hold the necessary rights, including but not limited to all copyrights, trademark rights and rights of publicity in any content that you submit to enter into this Agreement and to grant the rights granted herein; (c) you are the creator of any content that you upload to the Services (or are specifically authorized to upload such by the copyright holder), and did not take any of its elements from a source such as another website, publication, recording, film, or video; (d) you have made any required payments to guilds, performing rights societies, or to any other body or group representing authors, composers, musicians, artists, and other participants in the production of any content that you submit, or other entities having legal or contractual rights of any kind to payments as a result of distribution or exhibition of the content that you submit; (f) you will protect and prevent unauthorized access to your account; (g) you will not transfer or share your account with any third party; and (h) you will immediately notify us of any suspected or actual unauthorized use of your account or breach of security; and (i) you have the legal right and authority to agree to, perform the acts required of you, and to grant the rights and licenses described in these Terms. Please note that you are solely responsible for all activities that occur under your account, whether or not you authorized the activity, and we are not liable for any loss or damage to you or any third party arising from your failure to comply with any of the foregoing obligations.
You may not use the Services unless you are at least thirteen (13) years old.
Except as provided in these Terms and Conditions, you may not use, modify, republish, frame, print, display, perform, reproduce, license, transfer, sell, assign, post, transmit, distribute, reverse-engineer, create derivative works from, or otherwise exploit any of the Content or any part of Marcus Samuelsson Group without the prior written consent of Marcus Samuelsson Group. You may download one (1) copy of Site Material for your personal use, provided that you maintain all copyright, attribution and other notices contained in such Site Material, including without limitation the trademarks and service marks of Marcus Samuelsson Group and its affiliates or the copyright holder identified in the individual Site Material’s copyright notice. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. You are responsible for complying with all applicable laws, rules and regulations regarding your use of any such downloaded Content. In the event of any permitted copying, redistribution or publication of material from Marcus Samuelsson Group, you may not make any changes in or deletions of author attributions, trademarks, legends or copyright notices. You must not use the Services or Content in a manner that suggests an unauthorized association or is beyond the scope of the limited license granted to you or otherwise violate these Terms or any applicable Additional Terms.
Marcus Samuelsson Group’s logos are trademarks and/or service marks of Marcus Samuelsson Group and may not be used without the permission of Marcus Samuelsson Group. All rights reserved. Any other marks appearing on Marcus Samuelsson Group are the property of their respective owners and may not be used without permission.
You agree to comply with all local, state, federal, national, foreign, supranational, and international laws, statutes, ordinances, regulations, treaties, directives, and agreements that apply to your use of the Services and Content.
Changes to These Terms and Conditions
Marcus Samuelsson Group reserves the right to change, modify, add or remove any portion of these Terms, in whole or in part, at any time, in its sole discretion without prior notice. Changes to these Terms will be effective when posted. Your continued use of Marcus Samuelsson Group after any changes to these Terms are posted will be considered acceptance of those changes. You acknowledge and agree that Marcus Samuelsson Group will not be liable to you or any third party in the event that Marcus Samuelsson Group exercises its right to modify or terminate your access to Marcus Samuelsson Group or any of the Content or Services. You agree that we may notify you of any updated Terms and any applicable Additional Terms by posting them on the Service so that they are accessible via a link from the home page, and/or to send you an e-mail to the last e-mail address you provided to us.
Changes to Marcus Samuelsson Group and Availability
Marcus Samuelsson Group shall have the right for any reason, in its sole discretion, to terminate, change, suspend or discontinue any aspect of Marcus Samuelsson Group, including but not limited to the Content, Services, or hours of availability. Marcus Samuelsson Group may also impose limits on certain features and Services or restrict your access without notice or liability. You acknowledge and agree that Marcus Samuelsson Group will not be liable to you or any third party in the event that Marcus Samuelsson Group exercises its right to modify or terminate access.
Reservation of Rights
All rights not expressly granted to you are reserved by Marcus Samuelsson Group and its licensors and other third parties. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. Any unauthorized use of the Content or Services for any purpose is prohibited.
You and other visitors to Marcus Samuelsson Group are invited to post appropriate and relevant information or commentary, including but not limited to, facts, advice, “tips” and opinions, in the forums available through Marcus Samuelsson Group. You acknowledge that the posted information may be viewed by you and/or other users of Marcus Samuelsson Group. By posting information, data, text, music, sound, photographs, graphics, video, messages or other materials (“Communications”) on or through Marcus Samuelsson Group, you agree that you are solely responsible for such Communications and that you, and not Marcus Samuelsson Group, are entirely responsible for the accuracy, completeness and ownership of all Communications that you upload, post, email or otherwise transmit.
By using Marcus Samuelsson Group, you agree that you:
1. Will only use Marcus Samuelsson Group and the Services for lawful purposes and in accordance with these Terms and with any applicable community guidelines;
3. Agree to provide us with accurate information in connection with any registration through Marcus Samuelsson Group and to take responsibility for the information you provide; and
4. Acknowledge that we may be unable to process and shall have no responsibility to process transactions the accuracy of which we cannot validate.
Without limiting the foregoing, you agree not to use Marcus Samuelsson Group or any of the Services to:
1. Upload, post, email or otherwise transmit any Communication that is unlawful, harmful, threatening, embarrassing, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, deceptive, fraudulent, invasive of another’s privacy, hateful, or sexually explicit;
2. “Stalk” another person;
3. Upload, post, email or otherwise transmit any Communication that victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, national origin, ethnicity, age, socioeconomic status or disability;
4. Harm minors in any way;
5. Impersonate any person or entity, including but not limited to a Marcus Samuelsson Group official, employee, forum leader, moderator, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
6. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Communication transmitted on, to or through our Site or any Services;
7. Upload, post, email or otherwise transmit any Communication that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, including but not limited to proprietary or confidential information learned or disclosed as part of employment relationships or otherwise barred from disclosure pursuant to the terms of a confidentiality agreement);
8. Upload, post, email or otherwise transmit any Communication that infringes any patent, trademark, trade secret, copyright or other rights of any party;
9. Upload, post, email or otherwise transmit, under any circumstances: (a) “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or (b) any other form of solicitation, except in those areas that have been expressly designated for such purpose;
10. Upload, post, email or otherwise transmit any material that contains software viruses or any 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;
11.Disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of Marcus Samuelsson Group are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges;
12. Interfere with or disrupt any of Marcus Samuelsson Group or servers or networks connected to Marcus Samuelsson Group, or disobey any requirements, procedures, policies or regulations of networks related to any Services; or
13. Violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any other regulations having the force of law.
You also agree that you will not harvest, collect or store information about the users of Marcus Samuelsson Group or communications posted by others on Marcus Samuelsson Group or use such information for any purpose, including without limitation, for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic mail or communications.
You understand that the technical processing and transmission of Marcus Samuelsson Group, including the display of Communications, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Marcus Samuelsson Group assumes no responsibility for the deletion or failure to store postings or other information submitted by you or other users to Marcus Samuelsson Group.
Any Communication on any area of Marcus Samuelsson Group may be purged periodically by Marcus Samuelsson Group, for any reason or no reason. You acknowledge and agree that whenever you view or post a Communication on Marcus Samuelsson Group, you do so at your own discretion and accept any and all related risk, including the risk of reliance on the accuracy, completeness, or usefulness of any such Communication. You are consequently cautioned not to rely on any Content or other content appearing on Marcus Samuelsson Group, and you acknowledge that you should not do so. You further acknowledge and agree that the views expressed by you and other users do not necessarily reflect the views of Marcus Samuelsson Group, and that Marcus Samuelsson Group does not support or endorse any content or views posted by you or any user.
Monitoring, Editing and Disclosure of Communications
You agree that Marcus Samuelsson Group has the right, but not the obligation, to monitor Communications posted by you or others at any time in its sole discretion, and for its own purposes (including its efforts, to assure compliance with these Terms and any other operating rules that Marcus Samuelsson Group may establish from time to time). Notwithstanding this right, Marcus Samuelsson Group does not and cannot review all Communications, and Marcus Samuelsson Group is not responsible for any Communications. Marcus Samuelsson Group reserves the right at all times to edit, disclose, refuse to post, request removal of, or remove any Communication as may be necessary to comply with any law, regulation or government or agency request, or if, in Marcus Samuelsson Group’s sole discretion, such Communication is in violation of these Terms and Conditions or is otherwise objectionable.
You understand that the comments of others displayed in connection with your Communications may be disparaging, defamatory, embarrassing, or otherwise be of an unfavorable nature and may expose you to public ridicule, humiliation or condemnation. Marcus Samuelsson Group expressly disclaims any liability for any the Communications of third parties. You acknowledge and agree that Marcus Samuelsson Group shall have the right (a) to include any third-party Communications in Marcus Samuelsson Group’s content and in any and all forms of advertising, promotion, and publicity for Marcus Samuelsson Group, and (b) to broadcast and otherwise exploit your Communications, either together with or without comments by third parties, in any manner and in any media, whether now existing or hereafter developed.
Marcus Samuelsson Group’s Rights in Materials Provided by Users
When you submit any materials, comments, ideas, feedback, opinions, techniques, images, sounds, videos, or other content to us through or relating to the Service (“Communications”), such may be included in a database owned by Marcus Samuelsson Group and its subsidiaries and affiliates, and you grant us a non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, transferable and cost-free right and license to host, store, use, display, reproduce, modify, adapt, edit, combine with other materials, publish, distribute, create derivative works from, promote, exhibit, broadcast, syndicate, sublicense (including, without limitation, to third party media channels, platforms, and distributors), publicly perform, publicly display, and otherwise use and exploit in any manner whatsoever, or grant third parties the right to do any of the foregoing, all or any portion of your Communications, for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. You further irrevocably grant us the right, but not the obligation, to use your name in connection with your Communications. You also agree to waive any right of approval for our use of the rights granted herein and agree to waive any moral rights that you may have in any Communications, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights in a manner that interferes with any exercise of the granted rights. We reserve the right to use any Communication you provide to us, or any information or materials contained therein or that we otherwise obtain through your use of Marcus Samuelsson Group, in any manner and to the fullest extent permitted by law. You waive all right to assert any claim against Marcus Samuelsson Group for any alleged or actual infringement of any proprietary right, right of privacy or publicity, moral rights, or right of attribution in connection with such Communications. You agree and understand that Marcus Samuelsson Group has no obligation to use any material or ideas submitted by you in any Communication in any way whatsoever.
You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section. Our receipt of your Communications is not an admission of their novelty, priority, or originality, and it does not impair our right to existing or future intellectual property rights relating to your Communications.
You represent and warrant that you own or have the necessary rights, licenses, consents, and permissions to grant us the rights granted in this Section. You alone, though, retain whatever legally cognizable right, title, and interest that you have in your Communications and remain responsible for them.
No Responsibility for Transmitted Material
You acknowledge that transmissions to and from Marcus Samuelsson Group are not confidential, and to that extent your Communications may be read or intercepted by others. You acknowledge that by submitting any Communication to Marcus Samuelsson Group, no confidential, fiduciary, contractually implied or other relationship is created between you and Marcus Samuelsson Group or any Marcus Samuelsson Group affiliate or subsidiary, other than pursuant to these Terms.
A. DMCA Notification
Marcus Samuelsson Group respects the intellectual property of others, and we ask our users to do the same. Marcus Samuelsson Group may, in appropriate circumstances and at its unfettered discretion, terminate the access of users, subscribers and account holders who infringe the intellectual property rights of others.
If you believe that your work has been copied and made accessible on Marcus Samuelsson Group or any of the Services in a way that constitutes copyright infringement, or that Marcus Samuelsson Group contains links or other references to another online location that contains material or activity that infringes your copyright rights, you may notify Marcus Samuelsson Group by providing the information required under the Online Copyright Infringement Liability Limitation Act (a section of the Digital Millennium Copyright Act, the “DMCA”), 17 U.S.C. Section 512, to Marcus Samuelsson Group’s copyright agent, the Site Administrator. Click here to contact the Site Administrator.
To file a notice of infringement, you must provide a written notice that includes each of the following items:
— Detailed identification of the copyrighted work that you believe has been infringed;
— Detailed identification of the material you claim infringes this copyrighted work;
— Information reasonably sufficient to permit Marcus Samuelsson Group to contact you (e-mail address is preferred);
— The statement: “I have a good faith belief that use of the copyrighted materials described above on the allegedly infringing web pages is not authorized by the copyright owner, its agent, or the law. I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
— Your signature (an electronic signature is sufficient).
If we receive a notice of infringement from you, we will contact the allegedly infringing user and give that user an opportunity to respond to your notice, pursuant to the requirements of the DMCA.
You can obtain further information from the Copyright Office’s online directory at www.dmca.copyright.gov/osp.
We will respond to notifications of claimed copyright infringement in accordance with the DMCA.
B. Counter Notification
If you believe that your material has been removed in error in response to a copyright notification, you may submit a counter notification to our designated agent with the following written information:
— A physical or electronic signature;
— Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
— A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
— Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if your address is outside of the U.S., for any judicial district in which Company may be found, and that you will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
We will respond to counter notifications in accordance with the DMCA.
We do our best to describe every product or service offered on our Service as accurately as possible. However, we are human, and therefore we do not warrant that product specifications, pricing, or other content on the Service is complete, accurate, reliable, current, or error-free. In the event of any errors relating to the pricing or specifications, we shall have the right to refuse or cancel any orders in its sole discretion. If we charged your credit card or other account prior to our cancellation, we will issue a credit to your account in the amount of the charge. Additional Terms may apply. If a product or service you purchased from us is not as described, your sole remedy is to cancel the purchase and receive a credit for the purchase price.
All physical products purchased from the Service are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon delivery to the carrier.
For any purchases made through third party platform providers, please contact their customer support. Their terms, conditions and policies, and not ours, apply and we do not handle returns or refund requests for purchases through those third party platform providers.
You shall indemnify, defend and hold harmless Marcus Samuelsson Group, its affiliates, and all of their respective officers, directors, owners, agents, employees, Content providers, licensors and licensees (collectively, the “Indemnified Parties”) from and against any and all losses, damages, liabilities, and claims and all fees, costs, expenses, of any kind related thereto (including, without limitation, reasonable attorneys’ fees) incurred by the Indemnified Parties in connection with any claim arising out of, based upon or resulting from your use of Marcus Samuelsson Group or its Services, including but not limited to (i) any Communications attributable to you, (ii) your breach or alleged breach of these Terms; (iii) your misuse of the Services; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental or quasi-governmental authorities; (v) your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property or privacy right; (vi) your use of Third Party Services; or (vii) any misrepresentation made by you. Marcus Samuelsson Group reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any matter without the written consent of Marcus Samuelsson Group.
This provision does not require you to indemnify us for any unconscionable commercial practice by us or for our fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Service.
Links to Other Web Sites and Third Party Services
Marcus Samuelsson Group may contain links to third party sites and resources (the “Linked Sites”). Unless otherwise noted, links to and from any Linked Site do not constitute an endorsement by or association with Marcus Samuelsson Group or any of its subsidiaries and affiliates of any third party resources or their contents. Links do not imply that Marcus Samuelsson Group or Marcus Samuelsson Group’s sponsors are affiliated or associated with, or are legally authorized to use, any trademark, trade name or logo displayed in or accessible through the links, or that any Linked Sites are authorized to use any trademark, trade name, logo or copyright symbol of Marcus Samuelsson Group or any of its affiliates. You should direct any concerns regarding any Linked Site to such Linked Site’s site administrator or webmaster. Marcus Samuelsson Group does not represent or endorse the accuracy or reliability of, and expressly disclaims, any advice, opinion, statement, or other information displayed or distributed through any Linked Site. You acknowledge that any reliance upon any opinion, advice, or information displayed on or otherwise available through any Linked Site shall be at your sole risk.
A. Wireless Features
B. Location-Based Features
E-mails: You can opt-out of receiving certain promotional e-mails from us at any time by following the instructions as provided in e-mails to click on the unsubscribe link, or contacting us here with the word UNSUBSCRIBE in the subject field of the e-mail. Your opt-out will not affect non-promotional e-mails, such as those about your account, transactions, servicing, or our ongoing business relations. Please note that any opt-out by you is limited to the e-mail address used and will not affect subsequent subscriptions.
Disclaimer of Warranties and Damages; Limitation of Liability
MARCUS SAMUELSSON GROUP, INCLUDING ALL SERVICES, CONTENT, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH MARCUS SAMUELSSON GROUP, IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED), INCLUDING WITHOUT LIMITATION WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. MARCUS SAMUELSSON GROUP DOES NOT WARRANT THAT MARCUS SAMUELSSON GROUP OR ANY OF ITS SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED. MARCUS SAMUELSSON GROUP DOES NOT WARRANT OR REPRESENT THE ACCURACY OR RELIABILITY OF THE SERVICES OR THE CONTENT OR ANY OTHER PRODUCTS OR SERVICES, HYPERTEXT LINKS TO THIRD-PARTY WEB SITES, OR ANY THIRD PARTY SERVICES.
MARCUS SAMUELSSON GROUP SHALL NOT BE LIABLE FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH MARCUS SAMUELSSON GROUP, THE SERVICES, OR ANY LINKED SITE, INCLUDING BUT NOT LIMITED TO SESSION ID DATA, OR FOR ANY OTHER REASON ARISING FROM THE USE OF MARCUS SAMUELSSON GROUP OR ITS SERVICES, UNDER ANY DIRECT OR INDIRECT CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO MARCUS SAMUELSSON GROUP’S NEGLIGENCE. IF YOU ARE DISSATISFIED WITH MARCUS SAMUELSSON GROUP OR ANY OF THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE USING MARCUS SAMUELSSON GROUP AND/OR THE SERVICES.
CERTAIN CONTENT MAY BE CONSIDERED OBJECTIONABLE OR INAPPROPRIATE BY INDIVIDUAL USERS. THEREFORE, EACH USER MUST EXERCISE HIS OR HER DISCRETION IN USING AND ALLOWING MINORS OR OTHERS TO USE MARCUS SAMUELSSON GROUP.
UNDER NO CIRCUMSTANCES SHALL MARCUS SAMUELSSON GROUP OR ITS SUBSIDIARIES, AFFILIATES, ADVERTISERS OR CONTENT PROVIDERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, MARCUS SAMUELSSON GROUP’S CONTENT, MATERIALS AND FUNCTIONS, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, EVEN IF THE CLAIMANT ENTITY OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (NOTE, HOWEVER, THAT SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION MAY NOT APPLY TO YOU.)
NOTWITHSTANDING THE FOREGOING, THESE DISCLAIMERS DO NOT EXCLUDE ANY PRODUCT LIABILITY CLAIMS, STATUTORY CONSUMER RIGHTS, DAMAGES ASSOCIATED WITH PERSONAL INJURY OR RESULTING FROM COMPANY INTENTIONAL MISCONDUCT, RECKLESSNESS, FRAUD, OR GROSS NEGLIGENCE.
You agree that any claim or cause of action arising out of your use of Marcus Samuelsson Group or any Services must be filed within one year after such claim or cause of action arose, or it shall forever be barred, notwithstanding any statute of limitations or other law to the contrary.
To use certain features of Marcus Samuelsson Group, you may need a username and password, in which event will be created through a registration process. You will be responsible for maintaining the confidentiality of any such password and account, and responsible for all activities that occur under your password and account. You agree to notify us immediately of any unauthorized use of such password or account, or any other breach of security, and to make sure that you exit from your account at the end of each online session. Marcus Samuelsson Group cannot and will not be liable for any loss or damage arising from your failure to protect any password or account information.
Notice to Users Outside the United States and Canada
Marcus Samuelsson Group makes no representation that Marcus Samuelsson Group or the Services are appropriate or available for use in locations other than the United States and Canada, and the European Community. Those who choose to access Marcus Samuelsson Group from locations outside of the U.S., Canada or the European Community do so upon their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable.
Agreement to Arbitrate Disputes and Choice of Law.
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
A. We Both Agree to Arbitrate
You and Marcus Samuelsson Group agree to resolve any claims relating to these Terms through final and binding arbitration, except to the extent you have in any manner violated or threatened to violate Company’s intellectual property rights (for example, trademark, trade secret, copyright, or patent rights). Under such circumstances Company may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Service, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described herein.
B. What is Arbitration
Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced.
C. Arbitration Procedures
The Federal Arbitration Act governs the interpretation and enforcement of this dispute resolution provision. Arbitration shall be initiated through JAMS. Any dispute, controversy, or claim arising out of or relating to these Terms shall be referred to and finally determined by arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures in front of one arbitrator. If there is a conflict between JAMS Rules and the rules set forth in these Terms, the rules set forth in this Terms will govern. The JAMS Rules and instructions for how to initiate an arbitration are available from JAMS at http://www.jamsadr.com or 1-800-352-5267. To initiate arbitration, you or Company must do the following things:
(1) Write a demand for Arbitration. The demand must include a description of the Claim and the amount of damages sought to be recovered. You can find a copy of a demand for Arbitration at www.jamsadr.com.
(2) Send three copies of the demand for Arbitration, plus the appropriate filing fee to: JAMS to your local JAMS office or to JAMS, Two Embarcadero Center, Suite 1500, San Francisco, CA 94111.
(3) Send one copy of the demand for Arbitration to the other party.
Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules. If traveling to New York is a burden, you may participate in the arbitration by phone or via document submission to the fullest extent allowable by the arbitrator. Each party will bear their own costs of arbitration unless the arbitrator directs that bearing such costs would be an undue burden and in that case, we will pay for your portion of the arbitration administrative costs (but not your attorneys’ fees). Arbitration under this agreement shall be held in the United States in New York, NY under New York law without regard to its conflict of laws provisions. The arbitration may award on an individual basis the same damages and relief as a court (including injunctive relief). Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
D. Authority of Arbitrator
The arbitrator will decide the rights and liabilities, if any, of you and Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and the Terms. 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 has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Company.
E. No Class Actions
You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.
F. Waiver of Jury Trial
THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING TO ACCEPT THIS AGREEMENT TO ARBITRATE.
G. Choice of Law/Forum Selection
In any circumstances where the Agreement to Arbitrate Disputes permits the parties to litigate in court, these Terms shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of law rules. You further expressly consent and agree to submit to the exclusive jurisdiction and venue of a court of competent jurisdiction located in New York, NY.
Waiver of Injunctive or other Equitable Relief.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND, SUCH AS ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, SUBMISSIONS, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY COMPANY OR A LICENSOR OF MARCUS SAMUELSSON GROUP.
A. Consent or Approval
No Company consent or approval may be deemed to have been granted by Company without being in writing and signed by an officer of Company.
The provisions of these Terms and any applicable Additional Terms, which by their nature should survive termination of your use of the Service, including sections on Service Use (except for the limited license), Unsolicited Submissions, Copyright Infringement, Subscriptions and Products, Customer Support, Third Party Services, Service Features, Agreement to Arbitrate Disputes and Choice of Law, Disclaimer of Representations and Warranties, Limitations of Our Liability, Indemnification, Waiver of Injunctive or Other Equitable Relief, Updates to Terms, and General Provisions, will survive.
C. Severability; Interpretation; Assignment
If any provision of these Terms, or any applicable Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms. You hereby waive any applicable statutory and common law that may permit a contract to be construed against its drafter. The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms. Company may assign its rights and obligations under these Terms and any applicable Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any applicable Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Company.
D. Complete Agreement; No Waiver
These Terms, and any applicable Additional Terms, reflect our complete agreement regarding the Service and supersede any prior agreements, representations, warranties, assurances or discussion related to the Service. Except as expressly set forth in these Terms or any applicable Additional Terms, (i) no failure or delay by you or Company in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any applicable Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.
E. International Issues
Company controls and operates the Service from the U.S., and Company makes no representation that the Service is appropriate or available for use beyond the U.S. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or to any sale of goods carried out as a result of your use of the Service. Software related to or made available by the Service may be subject to export controls of the U.S., and, except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls or sanctions.
F. Investigations; Cooperation with Law Enforcement
Company reserves the right to investigate and prosecute any suspected breaches of these Terms or the Service. Company may disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.
G. California Consumer Rights and Notices
Residents of California are entitled to the following specific consumer rights information: you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at: 400 R St., Suite 1080, Sacramento, California, 95814, or by telephone at (916) 445-1254. Their website is located at: http://www.dca.ca.gov.
You acknowledge (a) that you have read and understood these Terms; and (b) that these Terms have the same force and effect as a signed agreement.
Contacting Marcus Samuelsson Group
If you have any questions regarding these Terms and/or our Services in general, please feel free to contact us at:
Marcus Samuelsson Group LLC
Marcus Samuelsson Group
273 Lenox Avenue
New York, NY 10027
Fax: 1 (646) 514-0555
You acknowledge that the provision of any support is at our sole discretion and that we have no obligation to provide you with customer support of any kind. All legal notices to us must be mailed to the address above. When you communicate with us electronically, you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
These Terms are effective as of [September 3, 2019].