1.1.Your Use of the Foodily products, services and websites (collectively, the “Services”) is governed by these Terms of Service, except where you enter into a separate written agreement with Foodily. Foodily refers to Foodily, Inc., whose principal place of business is located at 188 King Street, San Francisco, CA 94107, United States of America.
1.2.These Terms of Service form a legally binding relationship between you and Foodily and are subject to modification from time to time by Foodily. Foodily recommends that you check back frequently for updates to our Terms of Service.
1.3.In addition to these Terms of Service, your agreement with Foodily will include the terms of any legal notices Foodily posts on Foodily.com. These are the “Additional Terms” and are also legally binding on you and Foodily.
1.4.If there is any conflict between the Additional Terms and these Terms of Service, the Additional Terms will supersede the terms of service.
2.1.You must first accept these Terms of Service before you can use the Services.
2.2.You can accept these Terms of Service by:
2.2.1. clicking to accept or agree to these Terms of Service, where Foodily makes this option available to you in the user interface for any Service; or
2.2.2. by actually using the Services. In this case, you understand and agree that Foodily will treat your use of the Services as acceptance of these Terms of Service.
2.2.3. You may not use the Services and may not accept these Terms of Service if you are not of legal age to form a binding agreement with Foodily; or if use of the Services is unlawful in your jurisdiction.
2.3.Before you continue reading these Terms of Service, you should print or save a local copy of these Terms of Service for your records.
3.1.In those instances where Foodily has provided you with a translation of the English language version of these Terms of Service, you agree that the translation is provided for your convenience only and that the English language version, not the translation, of these Terms of Service will be legally binding for you.
3.2.The English language version of these Terms of Service, and not the translation(s) of the terms of service, will govern in the event of a contradiction between the English language version and a translation.
4.1.While Foodily does not currently have any subsidiaries or affiliated legal entities, it may have them in the future. In the event that happens, you agree that Foodily’s subsidiaries and affiliated legal entities will be entitled to provide the Services to you. Additionally, in the event Foodily merges, is acquired by or sells assets to another company, our license rights set forth in Section 10 (below) will be among the assets transferred.
4.2.Foodily is a newly established company. Consequently, Foodily is expected to grow and develop as a company. You acknowledge and agree that Foodily may alter its Services in response to its growth and development without prior notice to you.
4.3.Foodily may stop, suspend or replace the Services (or certain portions of the Services) provided to you at Foodily’s sole discretion and without any prior notice to you. If you decide to stop using the Foodily Services, you may do so at any time, unless you expressly agree otherwise in connection with a separate agreement between you and Foodily or through Additional Terms.
4.4.You acknowledge and agree that if Foodily disables access to your account, you may be prevented from accessing the Services, your account details, or any files or other content in your account.
4.5.Foodily may not currently have set a limit on the number of searches or posts you may send or receive through the Services or the amount of storage space you may use through Foodily.com to save your search results. Nevertheless, you acknowledge and agree that Foodily reserves the right to set search limits, storage limits, and other limits on your use of the Services, at any time, and at Foodily’s sole discretion.
5.1.In order to register on Foodily.com or use Foodily’s Services, you may be required to provide information about yourself (e.g., your name and contact details). In providing this information about yourself, you agree to keep the registration information you provide to Foodily current and accurate at all times.
5.2.You agree to use Foodily’s Services only for the purposes permitted by these Terms of Service and applicable laws in each relevant jurisdiction.
5.3.You agree not to attempt to access the Services by any method other than through the interface Foodily provides, unless Foodily expressly authorizes you to do so in a separate written agreement. Specifically, you agree not to use automated means (such as web crawlers or scripts) to access the Foodily services.
5.4.You agree that you will not do anything (directly or through a third party) to interfere with or disrupt the Services, including the servers and networks connected to the Services.
5.5.You agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any reason, unless Foodily specifically authorizes you to do so.
5.6.You agree that you, and not Foodily, are solely responsible if you violate your obligations under these Terms of Service and for the consequences arising out of such breach, including any loss, damage, or reasonable attorneys fees Foodily may incur as a result of you violation.
5.7.Foodily has no responsibility to you or any third party for loss or damage arising from your violation of these Terms of Service.
5.8.Foodily.com contains or links to millions of recipes and food ingredients from around the world. Foodily is not responsible for any adverse health consequences or allergic reactions resulting from your consumption of food ingredients contained in recipes on Foodily.com or any third party website.
6.1.You agree to maintain the confidentiality of usernames and passwords associated with any Foodily account you use to access Foodily Services.
6.2.You agree that you will be solely responsible to Foodily for all activities that occur under your Foodily account.
6.3.You must notify Foodily immediately if you become aware of any unauthorized use of your Foodily username, password or account. Please inform Foodily by sending an email notice to email@example.com.
8.1.You understand that the information you have access to or use of as part of your use of the Services is the sole responsibility of the person or entity from which the content (whether data files, text, software, music, audio files, photos, videos or other images) originated. All of this information is referred to in these Terms of Service as the “Content.”
8.2.You acknowledge and agree that any Content included in the Services (including advertisements and sponsored Content) may be protected by intellectual property rights owned by Foodily, advertisers, sponsors or third parties. You agree not to modify, rent, lease, loan, sell, distribute or create derivative works of, the Content, unless the originator of such Content expressly authorizes you to do so in a signed written agreement.
8.3.Foodily reserves the right (but is not obligated to) pre-screen, review, flag, filter, modify, reject or remove any Content from the Service.
8.4.You acknowledge that by using the Services, you may be exposed to Content that you find offensive or objectionable and that you are viewing the content at your own risk.
8.5.You acknowledge and agree that you, and not Foodily, are solely responsible for any Content you create, transmit or display using the Services and for the consequences of your actions in connection with your use of the Services.
8.6 You acknowledge and agree that terms used by Foodily to categorize recipe Content (including, without limitation, vegan, low-fat, low-sodium, gluten-free and low-sugar recipe data) are used for the exclusive purpose of organizing search results. While Foodily strives to give you accurate search results, Foodily cannot guarantee that all recipes grouped within a category will meet all governmental and non-governmental standards for such category, nor can Foodily guarantee that all recipes resulting from a Foodily search will accurately reflect the search terms. You are solely responsible for screening your Foodily search results for ingredients which are objectionable or harmful to you for any reason.
9.1.You agree that Foodily owns all legal rights, title, and interest in and to the Services, including any intellectual property rights therein wherever in the world those rights exist.
9.2.You agree not to use any Foodily trade name, trademark, service mark, logo, domain name or brand features without Foodily’s express prior written consent. You further agree not to remove, obscure or alter any proprietary rights notices (including copyright and trademark notices) contained in the Services.
10.1. Foodily gives you a personal, worldwide, royalty-free, non-assignable, non-sublicenseable, non-transferable (except as set forth in Section 4) and non-exclusive license to use the software (hereby the “Software”) provided to you as part of the Services solely to enable you to use the Services in the manner authorized by these Terms of Service.
10.2. You may not directly or indirectly copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part of the Software, nor permit or facilitate others in doing so.
11.1. You retain copyright (and any other intellectual property rights) you currently possess in any Content you submit, post or display on Foodily.com or through the Services. By submitting, posting or displaying your Content through the Services you grant to Foodily a perpetual, irrevocable, worldwide, royalty-free and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content you submit, post or display through the Services for the sole purpose of enabling Foodily to display, distribute, perform and promote the Services.
11.2. You represent and warrant to Foodily that you have the right, power, and authority to grant Foodily the license set forth in Section 11.1 above.
11.3 While you may submit images on Foodily.com or through the Services, any image you submit must be a recipe-related image which is owned by you and not subject to third-party copyrights and does not contain third-party trademarks. A non-exclusive example of an acceptable image would include images of recipes prepared by you. Foodily reserves the right to remove (without notice) images that are not related to recipes or food, that are inappropriate (as determined in Foodily’s sole discretion), that contain copyrighted or trademarked materials which Foodily believes to be owned by a third party, or that appear to contain information personally identifying individuals who are under the age of 18. We recommend you keep back-up copies of your submissions on your hard drive or other personal system, as the Service is not intended to be used as a back-up solution for storing your submissions.
We invite you to submit your culinary creations. Any recipes you submit to Foodily will continue to be owned by you. By submitting or posting your recipes, you do grant Foodily a perpetual, worldwide, royalty-free, non-exclusive license to use, modify, publicly perform, display, reproduce and distribute your recipes throughout Foodily’s Services, websites and applications, including on websites and applications operated by our third-party strategic partners. Foodily will discontinue its use of any submitted recipes you remove from your account. Once removed by you, your submitted recipes will no longer appear in user search results of the Foodily Service or on social networking sites (e.g., Facebook) where you’ve “liked” or “faved” your recipes through the Foodily Service. Please note that closing your Foodily account will have the same effect as removing recipes you’ve submitted to Foodily.
13.1. Foodily may terminate your use of the Services if you breach any provisions of these Terms of Service, if Foodily decides not to continue providing the Services, or if required by applicable law.
13.2. You may terminate your agreement with Foodily by closing your Foodily account and stopping your use of the Services.
14.1. It is Foodily’s policy to respond to notices of alleged copyright and trademark infringement and to terminate the Foodily accounts of repeat infringers. To submit a complaint of copyright infringement, please send an email notice to Foodily at firstname.lastname@example.org.
15.1. Foodily frequently uses hyperlinks to third party websites as part of its provision of the Services.
15.2. You agree that Foodily is not responsible or liable for any loss or damage which you incur as a result of your accessing third party websites through hyperlinks on Foodily.com.
15.3. You also agree that Foodily is not responsible or liable for the accuracy of any Content provided on third party websites.
15.4 You agree and understand that you are solely responsible for screening your Foodily search results and any Content found through Foodily for ingredients which are objectionable to you, whether due to your allergies, religious beliefs, philosophical beliefs, illnesses or any other reason.
As part of its provision of the Services, Foodily may distribute coupons and/or discount codes offered by third party manufacturers or retailers (“Coupons”) for certain third party products or services. You understand and agree that Foodily is not liable or responsible to you in the event of an error in the validity of such Coupons or if a retailer refuses to honor the Coupon. Further, you understand and agree that Foodily is not responsible or liable to you or anyone in the event you are dissatisfied with any third party products or services purchased with the Coupons and that Foodily is not obligated to obtain a refund of the purchase price of such third party products or services on your behalf.
17.1. Foodily reserves the right to modify these Terms of Services from time to time and in its sole discretion and to make those modifications available to you on this page or on such other page as Foodily may direct you to. If the changes are significant, we may provide more prominent notice or get your consent as required by law. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
17.2. Except as prohibited by law, all changes are effective immediately when we post them, and apply to all access to and use of Foodily.com thereafter. If you continue to use Foodily.com after those changes are in effect, you also agree to the revised Terms of Services.
18.1. Foodily provides the Services to you on an “as is” and “as available” basis. This means that Foodily, its subsidiaries, affiliates and licensors do not represent or warrant to you that: your use of the Services will meet your requirements; your use of the services will be uninterrupted, timely, secure of free of error; or information you obtain through the Services will be accurate or reliable.
18.2. Any material you download or obtain through the Services is at your own risk and Foodily will not be responsible for any resulting damages to your computer system or other device or loss of data resulting from downloaded materials.
18.3. Foodily expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.
18.4. You expressly understand and agree that Foodily and its subsidiaries, affiliates and licensors shall not be liable to you for any direct, indirect, incidental, special, consequential or punitive damages which may be incurred by you, however caused and under any theory of liability. This includes, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible losses.
18.5. Nothing in these Terms of Service excludes or limits Foodily’s warranty or liability for losses which may not lawfully be limited by applicable law.
These Terms of Service shall be governed by California law without regard to its conflict of laws provisions. You and Foodily agree to submit to the exclusive jurisdiction of the courts located within the County of Santa Clara, California, to resolve any legal matter arising from these Terms of Service. Foodily’s failure to enforce any rights arising hereunder shall not be deemed a waiver of such rights. If any court of competent jurisdiction rules that any provision in these Terms of Service is invalid, then that provision will be removed from these Terms of Service without affecting the remainder of this document, which remaining provisions shall be valid and enforceable.