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Definitions.

www.solefoodny.com is the website maintained on the World Wide Web by Solefood NY. "The site" or "site" refers to solefoodny.com. "User," or collectively "Users," refers to any party who accesses the site. "#SFNY" refers to solefoodny.com and its affiliates. "Access" means viewing or otherwise obtaining information located on solefoodny.com. "Agreement" refers to these terms of use and any subsequent modification.

Acceptance of Terms.

By accessing the site via the World Wide Web or any other medium, User accepts and agrees to all conditions imposed in this Terms of Use Agreement. solefoodny.com reserves the right to modify these terms of use at any time without notice to User, including imposing a fee to access certain materials contained on the site. Any change in these terms of use is effective immediately upon User's receipt of notice from solefoodny.com. Notice can be given through e-mail, posting on the site or any other means by which User may obtain notice. Users should periodically check these terms of use for changes. Any use of the site after changes have been made shall be deemed acceptance of those changed terms of use. solefoodny.com reserves the right to monitor use of the site. solefoodny.com has the exclusive right to control accessibility, hours of use, features on the site and any other information found on the site. solefoodny.com can restrict access to any or all portions of the site or remove any information or content from the site at any time. User is solely responsible for providing the equipment related to accessing the site, including all computer, remote communications equipment, telephone or other equipment.

Privacy

User should review our Privacy Statement, which is incorporated by reference into this Terms of Use Agreement.

User Accounts.

If you establish an account at this site in order to purchase products or receive information from us, you are responsible for maintaining the confidentiality of your account and your password. By establishing an account, User agrees to accept responsibility for all activities that occur at the site under your account and password. SoleFoodNY.com reserves the right, in its sole discretion, to refuse service, cancel orders or terminate your account.

Risk of Loss.

The risk of loss for all products purchased from the site passes to Users upon the delivery of the products by solefoodny.com to the carrier.

Copyright and Marks.

All contents on the site (with the exception of content provided by solefoodny.com's third party content providers) are the copyrighted and/or trademarked property of solefoodny.com. Site contents may not be copied, reproduced, modified, published, uploaded, posted, transmitted, "framed" on another site, or distributed in any way without the prior written consent of solefoodny.com. Users must retain all copyright notices and other proprietary notices on any authorized reproductions of any portion of the site. Any third party marks and content appearing on the site are the property of their respective owners. You are not permitted to use any of these third party marks or content without permission of the respective owner.

Prohibited Conduct.

User expressly agrees to refrain from doing, either personally or through an agent, any of the following: Use any device or other means to harvest information about other Users. Transmit, install, upload or otherwise transfer any virus or other item or process to the site that in any way affects the use, enjoyment or service of the site. Transmit, install, upload or otherwise transfer any virus or other item to the site that in any way affects the use, enjoyment or service of any User's or solefoodny.com employee's computer or other medium used to access the site. Post any material on the site that is offensive to any other User. solefoodny.com maintains the exclusive right to determine what is offensive. Post or store on the site any content that violates or infringes the intellectual property or other rights of others (including but not limited to copyrights, trademarks, trade secrets, patents, privacy and publicity rights). Modify the information, including headers, found on the site. Transmit, install, upload or otherwise transfer to the site any unauthorized advertisement or communication. Engage in any action which solefoodny.com determines is detrimental to the use and enjoyment of the site. Use the site for any unlawful or defamatory means. Transmit, install, upload, post or otherwise transfer any information in violation of any local, state, national or international law or post any information that could result in civil unrest. Attempt to access, or access, the personal information of another User which is stored on this site. Permit any person to access this site using the User's password. Attempt to, or access, this site using another User's password.

Disclaimer and Limitation of Liability.

Although solefoodny.com has attempted to provide accurate information on the site, including accurate product descriptions, it makes no guarantee or warranty, express or implied, as to the reliability, accuracy, timeliness or completeness of that information and assumes no responsibility for any errors or omissions therein. USER ACCESSES THIS SITE AT HIS OR HER OWN RISK. THE SITE IS PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND AND ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE SPECIFICALLY DISCLAIMED. NEITHER solefoodny.com NOR ITS AFFILIATES, EMPLOYEES, AGENTS OR THIRD PARTY CONTENT PROVIDERS SHALL BE LIABLE FOR ANY LOSS RESULTING FROM USE OR UNAVAILABILITY OF INFORMATION OR CONTENT ON THIS SITE, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOSS OR DAMAGE TO DATA, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, COMPENSATORY OR INCIDENTAL DAMAGES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER IS APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM NEGLIGENCE OR OMISSION OF solefoodny.com , COMPUTER VIRUS OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, OR UNAUTHORIZED ACCESS TO OR USE OF USER INFORMATION THROUGH THEFT OR ANY OTHER MEANS. solefoodny.com IS NOT LIABLE FOR CRIMINAL, TORTIOUS, OR NEGLIGENT ACTIONS OR OMISSIONS OF THIRD PARTIES THAT AFFECT THIS SITE. IN NO EVENT WILL SoleFoodNY.com OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES, ASSIGNS OR THIRD PARTY CONTENT PROVIDERS BE HELD LIABLE FOR ANY TORTIOUS OR ILLEGAL CONDUCT OF OTHER USERS. IN NO EVENT WILL SoleFoodNY.com OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES OR ASSIGNS BE HELD LIABLE FOR ANY DAMAGE TO EQUIPMENT, HARDWARE OR OTHER PROPERTY OF USER OR PERSONAL INJURY THAT ARISES IN CONNECTION WITH USE OF THE SITE.

Third Party Content.

solefoodny.com is not the publisher or speaker of any information on the site that is provided by third party content providers, and solefoodny.com is not liable for any claims related to such information. Any mention in the site of products or services provided by third parties is for informational purposes only and constitutes neither an endorsement nor a recommendation by solefoodny.com. solefoodny.com assumes no responsibility for those products or services. Any dealings among any User and any third parties mentioned on or found through the site are solely between such Users and such third parties, and are subject to any terms, conditions, warranties or representations associated with such dealings. SoleFoodNY.com MAKES NO WARRANTY, EITHER EXPRESSED OR IMPLIED, OF THE ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION PROVIDED BY THIRD PARTIES. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY INFORMATION FOUND ON A LINK LOCATED ON THIS SITE THAT ALLOWS USERS TO ACCESS INFORMATION FOUND ON ANOTHER SITE. ADDITIONALLY, solefoodny.com DOES NOT WARRANT THE EXISTENCE OR FUNCTIONALITY OF ANY SITE WHICH CAN BE ACCESSED THROUGH A LINK LOCATED ON THIS SITE.

User Content

SoleFoodNY.com may from time to time and at its sole discretion post content on the site that has been submitted to SoleFoodNY.com by User, including but not limited to product reviews or other comments (collectively, "User Content"). User may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of any User Content. User grants SoleFoodNY.com a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display, throughout the world in any media, any and all User Content. User also grants SoleFoodNY.com the right to use the name submitted by User in connection with User Content, if SoleFoodNY.com so chooses. User represents and warrants that User owns or otherwise controls all of the rights to the User Content; that the User Content is accurate; that use of the User Content does not violate this Agreement and will not cause injury to any person or entity; and that User will indemnify solefoodny.com for all claims resulting from the User Content. solefoodny.com has the right but not the obligation to monitor and edit or remove any User Content. solefoodny.com takes no responsibility and assumes no liability for any User Content.

Indemnification.

User agrees to defend, indemnify and otherwise hold harmless solefoodny.com, its affiliates and its and their respective officers, directors, agents, employees and assigns from and against any cause of action or claim, including legal fees, related to User's use of the site.

Security.

Users are prohibited from violating or attempting to violate the security of the site. solefoodny.com will investigate occurrences of possible violations and will cooperate with all applicable law enforcement authorities in prosecuting violators.

Termination of Agreement.

solefoodny.com may terminate this Agreement at its discretion. In addition to solefoodny.com's other rights, solefoodny.com may terminate access to this site or cancel membership in Winner's Circle or terminate access to any service that solefoodny.com provides on the site if User breaches this Agreement in any way or engages in conduct that solefoodny.com deems inappropriate. In the event of termination of this Agreement, the provisions in this paragraph and the provisions found in paragraphs 6, 7, 8, 9, 10, 11, and 16 shall survive.

Links.

User is granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of the site so long as the link does not portray SoleFoodNY.com or its products or services in a false, misleading, derogatory, or otherwise offensive matter. User may not use any solefoodny.com logo or other proprietary graphic or trademark as part of the link without express written permission. solefoodny.com reserves the right to terminate any link found on the site at any time. User may not utilize framing techniques to enclose any trademark, logo, or other solefoodny.com proprietary information (including images, text, page layout, or form) or use any meta tags or any other "hidden text" utilizing solefoodny.com's name or trademarks without solefoodny.com's express written consent.

Copyright Protection.

solefoodny.com honors the intellectual property rights of others and asks the same of Users of the site. solefoodny.com may, in its sole discretion, terminate the accounts or access rights of Users whose actions infringe or otherwise violate the intellectual property rights of others. If you believe your work has been infringed, please provide solefoodny.com with the following information: A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; Identification of the copyrighted work claimed to have been infringed or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit SoleFoodNY.com to identify the material; Information that is reasonably sufficient to permit SoleFoodNY.com to contact the complaining party, such as address, telephone number and, if available, e-mail address; A statement that the complaining party has a good faith belief that use of the material in a manner complained of is not authorized by the copyright owner, its agent, or the law; and A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

solefoodny.com can be contacted at:

Address: 150 Oser Avenue #13212 Hauppauge, NY 11788 USA
E-mail: [email protected]

Miscellaneous.

The policies published on this site which include these terms of use and the privacy statement constitute the entire agreement between solefoodny.com and User regarding the website SoleFoodNY.com. Any previous agreement, whether oral or written, between SoleFoodNY.com and User dealing with the subject matter hereof is superseded. If any portion of this Agreement is found to be unenforceable for any reason, such portion will be deemed severed and will not affect the enforceability of the remaining terms. Upon User's breach of this Agreement, solefoodny.com may pursue any legal or equitable remedy available, including but not limited to, direct, consequential and punitive damages and injunctive relief. solefoodny.com's remedies are cumulative and not exclusive. Failure of solefoodny.com to exercise any remedy or enforce any portion of this Agreement at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Agreement at any time thereafter. User agrees that regardless of any statute or law to the contrary, any claim or action arising out of or regarding this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. solefoodny.com makes no representation that the content of the site is appropriate or available for use in all locations. Users of this site are responsible for compliance with all applicable local laws. Any dispute arising out of this Agreement shall be governed by the laws of the State of Indiana, U.S.A, notwithstanding any conflicts of law principles. Any action relating to this Agreement must be filed and maintained in a state or federal court located in Marion County, State of Indiana, U.S.A., and each User consents to exclusive jurisdiction and venue in such courts for such purpose.