Terms and Conditions
TERMS AND CONDITIONS OF USE AGREEMENT
Effective Date: August 22, 2014
1. Intellectual Property. All information, content, services and software transmitted through, displayed on, or otherwise used in connection with the Site including, without limitation, audio clips, images, text, photographs, illustrations, video, html, object and source code, logos, trademarks, and the like (collectively the preceding, the “Content”), as well as its placement, layout, selection and arrangement, is owned by the Company, and/or the Company’s affiliated entities, licensors and/or suppliers. You may use the Content online only, and solely for your non-commercial and personal use. If you operate a website and wish to link to the Site, you may do so only upon written notice to the Company, provided you agree to cease such link immediately upon request from the Site. No other use is permitted without the Site’s prior written permission. The permitted use described in this paragraph is expressly conditioned upon your strict compliance with this Agreement.
Without written prior approval of the Company, you may not: (i) transmit, cache, sell, publish, modify, copy, frame, reproduce, publish, display, exploit or otherwise use all of, or any portion of, the Content, (ii) distribute any Content to others, whether or not for payment or other consideration, (iii) republish any portion of the Content on any Internet, Intranet or extranet site or incorporate the Content in any database, compilation, archive or cache , or (iv) scrape or otherwise copy our Content without permission. You agree not to disassemble, reverse engineer or decompile any software or other products or processes accessible through the Site, not to insert any code or product or manipulate or otherwise change the content of the Site in any way that affects the user’s experience, and not to use any data gathering, data mining, or other extraction method.
Requests to use Content for any purpose other than as permitted in this Agreement should be directed to the email address listed below under the heading “Contact Us.”
2. Infringement Complaints. The Site acts in good faith to respect the intellectual property of others. If you believe your rights have been infringed and/or are aware of any infringing material on the Site, please contact us at the email address listed below under the heading “Contact Us.”
3. User-Provided Information and Content. By providing information to, communicating with, and/or placing material on the Site (collectively, “User-Provided Content”), you represent and warrant that you, in consideration of being allowed to use the Site, irrevocably and unconditionally assign, transfer, and grant all of your rights, title and interest in such User-Provided Content to the Company, its affiliates and related entities, including the Site. You represent and warrant that such grant, transfer and assignment, will mean you will no longer retain any ownership rights in and to the User-Provided Content whatsoever. You agree that all rights in this paragraph are granted without the need for additional compensation of any sort to you and that you are waiving any claim against the Company, the Site, and the affiliates of the foregoing, arising out of, or otherwise relating to, whether directly or indirectly, the User-Provided Content.
Without limitation to any of the other provisions of this Agreement, you further represent, warrant, acknowledge and agree that: (i) the Company solely owns all Content and User-Provided Content and retains the right in its sole and absolute discretion to modify any portion of the Site; and (ii) the Company will, in its sole and absolute discretion, from time to time, make changes to the Site by modifying, adding or eliminating features, functions and abilities.
4. Transactions and e-commerce on our site. During your visit to the Site you may elect to participate or otherwise engage in a transaction involving the purchase of a product or a service. Any such credit card or other transactions and order fulfillment may be handled by a third party processing agent, bank or distribution institution. “Perfect security” cannot be guaranteed in connection with Internet or offline transactions. The Company and the Site cannot take responsibility for the success or security of transactions undertaken or processed by third parties.
On occasion, a product or service may not be available at the time or the price as it appears or is promoted. In such event, or in the event a product is listed at an incorrect price or with incorrect information due to typographical error, technology effort, error in the date or length of publication, or error in pricing or product information received from our advertisers or suppliers, you agree that the Company and the Site are not responsible for such errors or discrepancies.
5. Communications with Third Parties Through The Site. Certain areas of the Site may presently, or in the future, allow you to conduct transactions or purchase goods or services. These transactions may now, or in the future, be effected by third-party partners and vendors. Neither the Company nor the Site will be liable for any resources, services, content or goods available through such third party dealings or communications, or for any harm related thereto. You should review carefully any third party’s policies and practices before you participate or otherwise engage in any transaction. Complaints, concerns or questions relating to materials provided by third parties should be forwarded directly to such third party.
6. Social Content and Message Boards. You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials (the “Social Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Social Content originated. This means that you, and not the Company or the Site, are entirely responsible for all Social Content that you upload, post, email, transmit or otherwise make available via the Site and its comment opportunities, review and message boards and the like. The Company and the Site do not control the Social Content posted on the Site and, as such, do not guarantee the quality, accuracy, or integrity of such Social Content. You understand that by using any comment opportunities, review or message boards and the like on the Site, you may be exposed to Social Content that is offensive, indecent or objectionable. Under no circumstances will the Company or the Site be liable for any Social Content, including, but not limited to, any errors or omissions in any Social Content, or any loss or damage of any kind incurred as a result of the use of any Social Content transmitted, emailed, posted, or otherwise made available via the Site.
Without limiting the other provisions of this Agreement in any way, you agree to not use the Site to: (A) upload, post, email, transmit or otherwise make available any Social Content that is unlawful, harmful, threatening, abusive, vulgar, harassing, hateful, libelous, tortuous, defamatory, obscene, invasive of another’s privacy, or racially, ethnically or otherwise objectionable; (B) harm minors in any way; (C) impersonate any person or entity, including, but not limited to, a Company or Site official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity; (D) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Social Content transmitted through the Site; (E) upload, post, email, transmit or otherwise make available any Social Content that you do not have a right to make available under any law or under contractual or fiduciary relationships, including, without limitation, inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements; (F) upload, post, email, transmit or otherwise make available any Social Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (G) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; (H) upload, post, email, transmit or otherwise make available 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; (I) disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Site are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges; (J) interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site; (K) intentionally or unintentionally violate any applicable local, state, national or international law, or any regulations having the force of law; (L) provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to the Immigration and Nationality Act; (M) “stalk” or otherwise harass another; and/or (N) collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs (A) through (N) above.
You acknowledge that the Company and/or the Site may or may not pre-screen Social Content, but that Company and the Site shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, remove or otherwise move any Social Content that is available via the Site. Without limitation to the preceding, the Company and the Site shall have the right to remove any Social Content that violates this Agreement or is otherwise inappropriate, offensive, objectionable or inconsistent with the “look”, “feel” or “focus” of the Site. You agree that you must evaluate, and bear all risks associated with, the use of any Social Content, including any reliance on the accuracy, completeness, or usefulness of such Social Content.
You acknowledge, consent and agree that the Company and the Site may access, preserve and disclose your account information and Social Content if required to do so by law, or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any Social Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of the Company, the Site, Site users and the public.
7. General Disclaimer and Limitation of Liability. The Company and the Site make no warranties or representations as to the accuracy of the Content and assume no liability or responsibility for any error or omission in the Content. The Company and the Site do not represent or warrant that use of any Content will not inadvertently infringe rights of third parties. The Company and the Site have no responsibility for actions of third parties or for content provided or posted by others.
USE OF THE SITE IS AT YOUR OWN RISK. ALL CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE COMPANY, THE SITE, NOR ANY OF THEIR AFFILIATED OR RELATED COMPANIES, NOR ANY OF THE PAST, PRESENT OR FUTURE EMPLOYEES, OFFICERS, AGENTS, CONTENT PROVIDERS OR LICENSORS OF ANY OF THEM, MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE SITE, THE CONTENT, ANY ADVERTISING MATERIAL, INFORMATION, PRODUCTS OR SERVICES AVAILABLE ON OR THROUGH THE SITE, AND/OR THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE OR SUCH CONTENT OR SERVICES. ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES AGAINST INFRINGEMENT, AND WARRANTIES THAT THE SITE WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, ARE SPECIFICALLY DISCLAIMED. THE COMPANY, THE SITE, AND THE AFFILIATES OF THE FOREGOING ARE NOT RESPONSIBLE OR LIABLE FOR CONTENT POSTED BY THIRD PARTIES, ACTIONS OF ANY THIRD PARTY, OR FOR ANY DAMAGE TO, OR VIRUS THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY.
IN NO EVENT SHALL THE COMPANY OR THE SITE, INCLUDING THEIR AFFILIATES, EMPLOYEES, OFFICERS, AGENTS, CONTENT PROVIDERS AND LICENSORS, BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES RELATED TO UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, THE CONTENT OF THE SITE, OR ANY ERRORS OR OMISSIONS IN THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE COMPANY, THE SITE, OR THEIR AFFILIATES, EMPLOYEES, OFFICERS, AGENTS, CONTENT PROVIDERS OR LICENSORS BE LIABLE FOR ANY AMOUNT FOR DIRECT DAMAGES IN EXCESS OF $125.
8. Indemnity. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS, THE COMPANY AND THE SITE, EACH OF THEIR PARENT AND AFFILIATED COMPANIES, AND EACH OF THEIR RESPECTIVE PARTNERS, SUPPLIERS, LICENSORS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS AND AGENTS, FROM ANY AND ALL CLAIMS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR DEFAMATION, TRADE DISPARAGEMENT, PRIVACY AND INTELLECTUAL PROPERTY INFRINGEMENT) AND DAMAGES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) ARISING FROM OR RELATING TO ANY ALLEGATION REGARDING: (1) YOUR USE OF THE SITE; (2) THE COMPANY OR THE SITE’S USE OF ANY CONTENT OR INFORMATION YOU PROVIDE, AS LONG AS SUCH USE IS NOT INCONSISTENT WITH THIS AGREEMENT; AND (3) ANY VIOLATION OF THIS AGREEMENT BY YOU.
9. International Users. The Site is controlled, operated and administered from within the United States. The Company and the Site make no representation that materials, or Content available through the Site are appropriate or available for use outside the United States and access to them from territories where their contents are illegal is prohibited. You may not use the Site or export the Content in violation of U.S. export laws and regulations. If you access the Site from a location outside the United States, you are responsible for compliance with all applicable laws.
10. Miscellaneous: The Company and the Site reserve the right to amend, modify or otherwise change this Agreement at any time in its sole discretion and to notify users of any such changes solely by posting such changes. Your continued use of the Site after the posting of any amended agreement shall constitute your agreement to be bound by any such amendments, modifications or changes.
The Company and the Site may discontinue, modify, amend, suspend, or otherwise restrict the use of all or any portion of the Site, including the availability of all or any portion of the Content at any time, without notice or liability. The Company and the Site may deny access to any person or user at any time for any reason. In addition, The Company and the Site may at any time transfer rights and obligations under this Agreement to any affiliate, subsidiary or business unit, or any of their affiliated companies or divisions, or any entity that acquires the Company, the Site or any of their assets.
This Agreement shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to its conflicts of law provisions. You hereby agree that any cause of action you may have with respect to the Company or the Site must be filed in a federal or state court located in the District of Columbia, within 180 days of the time in which the events or circumstances giving rise to such claim occurred, or you agree that you have unconditionally waive such claim. If for any reason any provision of this Agreement is found unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties as reflected in that provision, and the remainder of this Agreement shall continue in full force and effect. Any failure of the Company or the Site to enforce or exercise any provision of this Agreement or related right shall not constitute a waiver of that right or provision. The section titles used in this Agreement are for convenience and carry with them no legal effect. In the event of termination of this Agreement, you agree the following provisions will survive: the provisions regarding limitations on your use of Content, the license(s) you have granted to the Site, and all other provisions for which survival is appropriate or equitable.
11. Contact Us. To contact the Company:
Carpe DC Food Tours