Terms of Service

THIS TERMS OF SERVICE (“Agreement”) contain the terms and conditions that apply to a company and/or user, as applicable (“User”, “you” or “your”) of the services (the “Services”) made available through the Web site located at www.foodexplosion.com (the “Site”) and is between you and the Site. The Services are provided solely as a convenience to you. Please read this Agreement carefully as it governs your use of the Services.

By clicking on the “I ACCEPT” button, you acknowledge that you have agreed to all of the terms of this Agreement and that you have agreed to become a party to, and legally bound by, this Agreement. If you do not agree to all of the terms of this Agreement, click on the “I DECLINE” button. You will not be able to register for or use the Services if you click on the “I DECLINE” button.

If you have any questions regarding this Agreement, please contact contact@foodexplosion.com. This Agreement was last revised on July 1, 2009.
  1. Grant of License. The Services are owned/provided by Food Explosion, LLC. (“Company”). Company hereby grants to you a non-exclusive, non-transferable, non-sublicenseable, world-wide license to use the Services for internal business purposes only subject to the restrictions in this Agreement. Company reserves any rights not expressly granted herein. You shall be solely responsible for hardware and interconnections and telecommunications to access the Services.


  2. License Restrictions. You may not: (a) copy the Services or any software or programming related thereto; (b) permit other individuals or companies to use the Services; (c) modify, translate, reverse engineer, decompile, disassemble or create derivative works based upon the Services or any software or programming related thereto; (d) rent, lease, transfer, resell and/or or otherwise transfer rights to the Services; or (e) delete or write over any portion of any software relating in any manner to the Services. You also agree that you shall only use the Services in a manner that complies with all applicable laws in the jurisdictions in which you use the Services, and that you shall not violate or infringe the rights of any third party. Any such forbidden use shall immediately and automatically terminate your license to use the Services without notice.


  3. Fees. All charges shall be at the then current prices. Upon entering this Agreement, you must choose to pay either by direct charge to a credit or debit card or by invoice. If you desire to pay by credit or debit card, you hereby authorize Company to charge your credit or debit card to pay for any charges that may apply to your account as they accrue on a monthly or yearly recurring basis, as applicable. You must notify Company of any changes to your card account (including, without limitation, applicable account number or cancellation or expiration of the account), your billing address, or any information that may prohibit Company from charging your account. If you choose to pay by invoice, payment shall be due within thirty (30) days of receipt. After such thirty (30) day period late charges of 1 1/2 % per month of the amount of such invoice remaining unpaid shall also become payable. Failure to make any payment as set forth herein shall be deemed to be a material breach of this Agreement and shall be sufficient cause for the immediate termination of this Agreement by Company. In the event of collection enforcement, you will be liable for any costs associated with such collection, including, without limitation, reasonable attorneys' fees, court costs and collection agency fees. All charges shall be exclusive of any applicable taxes. You are responsible for the payment of all federal, state, and local sales, use, value added, excise, duty and any other taxes assesses, other than taxes based on Company's net income.


  4. Term and Termination. This Agreement may be terminated by any party immediately for any reason or no reason. Upon any termination of this Agreement, you shall immediately discontinue use of the Services. Sections 2, 4, 5, 6, 8, 9, 10, 11, 12, 13, 14, 15, and 16 shall survive the termination, cancellation, or discontinuance of this Agreement.


  5. Your Information. You agree to provide true, accurate, current and complete transactional information and any information about your company and to maintain and promptly update such information to keep it true, accurate, current and complete.


  6. User Name and Password. You will receive a user name and password during the implementation process. You are fully responsible for maintaining the confidentiality of your user name and password and all activities that occur under your user name and password. Your user name and password are for your use only. You agree to immediately notify Company by e-mail at contact@foodexplosion.com of any unauthorized use of your password or account or any other breach of security.


  7. Modification Discontinuation of Services. Company may, in its sole discretion and at any time, modify or discontinue the Services, or any part thereof [adjust when charging fees]. For modified services, you may be requested to accept a modification or new Agreement when you login to your account. If you do not accept the amended Agreement, you will not have access to the Services.


  8. Proprietary Rights. The Services, including, without limitation, any of Company’s Internet operations, design, content, hardware designs, algorithms, software (in source and object forms), user interface designs, other templates and designs, algorithms, architecture, class libraries, and documentation (both printed and electronic), know-how, good will, moral rights, trade secrets and any related intellectual property rights throughout the world, and any derivative works, improvements, modifications, enhancements or extensions thereof shall remain the sole and exclusive property of Company, and you shall have no interest in them whatsoever.


  9. Incorporation of Terms of Access. You agree to follow and be bound by all of the terms and conditions contained in the Terms of Access, which bind all users of Company web site and are incorporated into and made a part of this Agreement by this reference. You may view the Terms of Access by clicking here.


  10. User Conduct. You are solely responsible for the contents of your transmissions through the Services. Your use of the Services is subject to all applicable local, state, national and international laws and regulations.


  11. Indemnification. You agree to immediately notify Company of and indemnify and hold Company, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Services, (including the unauthorized use of your account or any other breach of security known to you), the violation of this Agreement by you, or the infringement by you, or another user using your computer, on any intellectual property or other right of any person or entity.


  12. Disclaimer of Warranties. You agree that use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis, and Company (including, without limitation, its independent consultants, subcontractors, distributors, or any client of Company (collectively, “Company Third Parties”)) assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any of your communications, data, or personalization settings.

    Company and Company Third Parties hereby disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement, quiet enjoyment, title, merchantability of computer programs and informational content.

    Neither Company nor any Company Third Parties make any warranty that the Services will meet your requirements, or that the Services will be uninterrupted, timely, secure, error or virus free; nor does Company make any warranty as to the results that may be obtained from the use of the Services or as to the accuracy or reliability of any information obtained through the Services or that defects in the software driving the Services will be corrected.

    You understand and agree that any material and/or data downloaded or otherwise obtained through the use of the Services is done at your own discretion and risk and that you will be solely responsible for any damage to a computer system or loss of data that results from the download of such material and/or data.

    No advice or information, whether oral or written, obtained by you through the Services shall create any warranty not expressly made herein.


  13. Limitation of Liability. Neither Company, nor its parents, subsidiaries, affiliates, officers and employees, or any Company Third Parties shall be liable for any indirect, incidental, special or consequential damages, resulting from or concerning the use or the inability to use the Services or your failure to comply with this Agreement, including but not limited to, damages for loss of profits, use, data or other intangibles, even if advised of the possibility of such damages. In no event shall the total and aggregate liability of any party under this Agreement for any cause of action or reason whatsoever exceed $5.00. Your sole and exclusive remedy under this Agreement is to discontinue the use of the Services. The liability of any party under this Agreement shall be cumulative and not per incident.


  14. Notices. Unless otherwise provided herein, notices given by Company to you will be given by e-mail or by conventional mail. Notices will be sent to the e-mail address or mailing address you provide to Company as part of the registration process, or to updated addresses which you provide to Company via notice consistent with this paragraph. Notices given by you to Company must be given by e-mail to contact@foodexplosion.com or such updated address and number as Company may provide you consistently with this notice provision. Notwithstanding anything herein to the contrary, it is your sole responsibility to update your address for notices hereunder, and notice sent to the e-mail or conventional mailing address last provided by you to Company shall be valid and binding on you regardless of whether such address has been changed, canceled, has expired, has been terminated, or otherwise becomes inoperative.


  15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee notwithstanding any conflict of laws provisions. You irrevocably and unconditionally: (i) consent to submit to the exclusive jurisdiction of the state and federal courts of Georgia (the “Georgia Courts”) for any litigation or controversy arising out of or relating to this Agreement, (ii) agree not to commence any litigation arising out of or relating to this Agreement except in the Georgia Courts and (iii) agree not to plead or claim that such litigation brought therein has been brought in an inconvenient forum.


  16. General. If any provision(s) of this Agreement is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Any failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to in writing. The section titles in this Agreement are solely used for the convenience of the parties and have no legal or contractual significance. This Agreement may be assigned in whole or in part by the Company. This Agreement may not be assigned in any manner by you without the express, prior written permission of the Company.



  Terms of Access and Use

The following are terms of a legal agreement (“Agreement”) between you and Food Explosion, LLC (“Food Explosion”). By accessing, browsing and/or otherwise using this web site (“Site”), you acknowledge that you have read, understood and agreed to be bound by these terms and conditions, and to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations. If you do not agree to all of these terms and conditions, you may not access, browse and/or use this Site. The material provided on this Site is protected by law, including, but not limited to, United States copyright law and international treaties.

These terms of access apply to your access to and use of this Site and do not alter in any way the terms and conditions of any other agreement you may have with Food Explosion for products, software, services or otherwise, unless otherwise directed by Food Explosion. If you breach any of these terms and conditions, your authorization to use this Site automatically terminates and you must immediately destroy any downloaded or printed materials and discontinue use of any hyperlinks to this Site.

USE RESTRICTIONS

Copyright. All Site materials, including, without limitation, text, pictures, graphics and other files and the selection and arrangement thereof are copyrighted materials of Food Explosion© 2009, ALL RIGHTS RESERVED, or by the original creator of the material. Permission is granted to display, copy, distribute, and download the materials on this Site for personal, noncommercial use only, provided you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. You may not, however, distribute, copy, reproduce, display, republish, download, or transmit any material on this Site for commercial use without prior written approval of Food Explosion. You may not “mirror” any material contained on this Site on any other server without prior written permission from Food Explosion. Any unauthorized use of any material contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.

Trademarks. The trademarks, service marks, trade names, and logos (the “Trademarks”) used and displayed on this Site are registered and unregistered Trademarks of Food Explosion. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks and/or trade dress of Food Explosion, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Food Explosion. You acknowledge that the Trademarks used and displayed on this Site are and shall remain the sole property of Food Explosion or the Trademark owner. Nothing in this Agreement shall confer any right of ownership of any of the Trademarks in you. Further, nothing in this Site shall be construed as granting, by implication, estoppel or otherwise any license or right to use any Trademark used or displayed on the Site, without the express written permission of Food Explosion or the Trademark owner. The misuse of the trademarks displayed on this Site, or any other content on the Site, is strictly prohibited.

Hyperlinks. You are granted a limited, nonexclusive right to create a “hypertext” link to this Site provided that such link is to the entry page of this Site and does not portray Food Explosion or any of its products or services in a false, misleading, derogatory, or otherwise defamatory manner. This limited right may be revoked at any time for any reason whatsoever. You may not use framing techniques to enclose any Food Explosion trademark, logo or trade name or other proprietary information including the images found at the Site, the content of any text or the layout/design of any page or any form contained on a page without Food Explosion’s express written consent. Links to third party sites on this Site are provided solely as convenience to you. If you use these links, you will leave this Site. Food Explosion has not reviewed all of these third party sites and does not control and is not responsible for any of these sites, their content or their policies, including, without limitation, privacy policies or lack thereof. Food Explosion does not endorse or make any representations about third party sites or any information, software or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of the third party sites linked to this site, you do so entirely at your own risk. You acknowledge and agree that Food Explosion shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with the use of or reliance on any such third party sites.

Downloadable Materials. Any software, including codes or other materials that are made available to download from this Site, is the copyrighted work of Food Explosion and/or its suppliers and affiliates. If you download software from this Site, use of the software is subject to the license terms in the software license agreement that accompanies or is provided with the software. You may not download or install the software until you have read and accepted the terms of the applicable software license agreement. Without limiting the foregoing, copying or reproduction of the software to any other server or location for further reproduction or redistribution is expressly prohibited unless otherwise provided for in the applicable software license agreement in the case of software, or the express written consent of Food Explosion in the case of codes or other downloadable materials. Limited Access. Except as otherwise expressly permitted by Food Explosion, any access or attempt to access other areas of the Food Explosion computer system or other information contained on the system for any purposes is strictly prohibited. You agree that you will not use any robot, spider, other automatic device, or manual process to “screen scrape,” monitor, “mine,” or copy the Web pages on the Site or the content contained therein without Food Explosion’ prior, express, and written permission. You will not spam or send unsolicited e-mail to any other user of the Site for any reason. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on Food Explosion’s infrastructure.

Additional Use Restrictions. You shall not post, transmit, e-mail, re-transmit or store material on or through any of the services provided by Food Explosion (the “Services”) which, in the sole judgment of the Food Explosion: (i) is in violation of any local, state, federal or non-United States law or regulation, (ii) is threatening, obscene, indecent, defamatory or that otherwise could adversely affect any individual, group or entity (collectively, "Persons") or (iii) violates the rights of any person, including rights protected by copyright, trade secret, patent or other intellectual property or similar laws or regulations including, but not limited to, the installation or distribution of "pirated" or other software products that are not appropriately licensed for use by you. You shall be responsible for determining what laws or regulations are applicable to its use of the Services. In addition, you may only use the Services in a manner that, in the Food Explosion's sole judgment, is consistent with the purposes of such Services. If you are unsure of whether any contemplated use or action is permitted, please contact the Food Explosion at contact@foodexplosion.com. By way of example, and not limitation, the following uses described below of the Services are expressly prohibited:
  1. upload, post, e-mail or otherwise transmit any information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (collectively, “Content”) that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable. Pornography and pornographic related merchandising are prohibited under all Services, including providing links to pornographic content elsewhere;
  2. harm minors in any way;
  3. impersonate any person or entity, including, but not limited to, a the Food Explosion official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  4. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services or develop restricted or password-only access pages, or hidden pages or images (those not linked to from another accessible page);
  5. upload, post, e-mail or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements;
  6. upload, post, e-mail or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
  7. upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas of the Services that are designated for such purpose;
  8. upload, post, e-mail or otherwise transmit any material that contains software viruses 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;
  9. disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Services are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
  10. interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
  11. intentionally or unintentionally 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 regulations having the force of law;
  12. “stalk" or otherwise harass another;
  13. promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, but is not limited to, providing instructions on how to assemble bombs, grenades and other weapons, and creating "Crush" sites; and
  14. effecting security breaches or disruptions of Internet communication. Security breaches include, but are not limited to, accessing data of which you are not an intended recipient or logging into a server or account that you are not expressly authorized to access.


DISCLAIMER WARRANTY

This Site, including all software, functions, materials, and information, is provided "as is" without warranties of any kind, either express or implied. Food Explosion disclaims all warranties, express or implied, including, but not limited to, warranties of quiet enjoyment and non-infringement and implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, quiet enjoyment, merchantability of computer programs, data accuracy, system integration, and informational content. Food Explosion does not warrant or make any representations regarding the operation of this Site, the use, validity, accuracy or reliability of, or the results of the use of the materials on this Site or any other sites linked to this Site. The materials of this Site may be out of date, and Food Explosion makes no commitment to update the materials at this Site. Food Explosion does not and cannot guarantee or warrant that the files available for downloading from this Site, if any, will be free from infection, viruses, worms, Trojan horses, or other code that manifest contaminating or destructive properties. Food Explosion does not warrant that this Site, software, materials, products, or services will be uninterrupted or error-free or that any defects in this Site, software, materials, products, or services will be corrected. LIMITATION OF LIABILITY

In no event will Food Explosion, its suppliers or other third parties mentioned at or in this Site be liable for any damages, including, without limitation direct, indirect, special, incidental, or consequential damages, damages resulting from lost profits, lost data or business interruption arising out of relating to the use, inability to use, or resulting from the use of this Site, any web sites linked to this Site, the materials, software or other information contained in any or all such sites, whether based on warranty, contracts, statutes, regulations, tort (including but not limited to, negligence) or any other legal theory and whether or not advised of the possibility of such damages. If your use of the materials or information from this Site results in the need for servicing, repair or correction of equipment or data, you assume all costs thereof. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. U.S. GOVERNMENT RESTRICTED RIGHTS

The materials on this Site are provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the government constitutes acknowledgment of Food Explosion’s or other owner’s proprietary rights in them. REVISIONS TO THIS AGREEMENT

Food Explosion may revise this Agreement at any time without notice by updating this posting. By using this Site you agree to be bound by any such revisions and should therefore periodically visit this Site and page to determine the then current terms and conditions of use to which you are bound. TRANSMISSIONS

Any material, information or idea you transmit to or post on this Site by any means will be treated as non-confidential and non-proprietary and may be disseminated or used by Food Explosion or its affiliates for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products. You are prohibited from posting or transmitting to or from this Site any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, profane material or any other material, including but not limited to any material that could give rise to any civil or criminal liability under both domestic and international law. APPLICABLE LAWS & MISCELLANEOUS

If any provision(s) of this Agreement is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Food Explosion’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Food Explosion in writing. The section titles in this Agreement are solely used for the convenience of the parties and have no legal or contractual significance. This Agreement may be assigned in whole or in part by Food Explosion. This Agreement may not be assigned in any manner by you without the express, prior written permission of Food Explosion. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia notwithstanding any conflict of laws provisions. You irrevocably and unconditionally (i) consent to submit to the exclusive jurisdiction of the state and federal in the County of Douglas, Georgia (the “Georgia Courts”) for any litigation or dispute arising out of or relating to this Agreement, (ii) agree not to commence any litigation arising out of or relating to this Agreement except in the Georgia Courts, (iii) agree not to plead or claim that such litigation brought therein has been brought in an inconvenient forum, and (iv) agree the Georgia courts represent the exclusive jurisdiction for all disputes relating to this Agreement.