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IMPORTANT: ALL USERS MUST READ THIS SECTION
WWW.RESTAURANT.COM
ACCEPTANCE OF TERMS AND CONDITIONS
By using this site (the "Site"), you ("you" or the "End User") agree to the terms
and conditions that we ("Restaurant.com") have provided. If you do not wish to
agree to the outlined terms and conditions (the "Terms of Use" or "Agreement"),
please refrain from using the Site.
Restaurant.com reserves the right to make any changes to our Terms of Use and/or
our Privacy Policy (which is incorporated herein by reference) as we deem necessary
or desirable without prior notification to you. We suggest to you, therefore,
that you re-read this important notice containing our Terms of Use and Privacy
Policy from time to time in order that you stay informed as to any such changes.
If we make changes to our Terms of Use and Privacy Policy and you continue to
use our Site, you are impliedly agreeing to the Terms of Use and Privacy Policy
expressed herein.
TERMS OF USE
1. Definitions.
"Restaurant.com" provides an interactive online service operated by Restaurant.com,
Inc. on the World Wide Web of the Internet (the "Web"), consisting of information
services, content and transaction capabilities provided by Restaurant.com, affiliates
of Restaurant.com and other third parties.
2. General.
This Agreement sets forth the terms and conditions that apply to the use of this
Site by the End User. By using this Site (other than to read this Agreement for
the first time), End User agrees to comply with all of the terms and conditions
hereof. The right to use this Site is personal to End-User and is not transferable
to any other person or entity. End User shall be responsible for protecting the
confidentiality of End User's password(s), if any. End User acknowledges that,
although the Internet is often a secure environment, sometimes there are interruptions
in service or events that are beyond the control of Restaurant.com, and Restaurant.com
shall not be responsible for any data lost while transmitting information on the
Internet. While it is Restaurant.comÕs objective is to make the Site accessible
24 hours per day, 7 days per week, the Site may be unavailable from time to time
for any reason including, without limitation, routine maintenance. You understand
and acknowledge that due to circumstances both within and outside of the control
of Restaurant.com, access to the Site may be interrupted, suspended or terminated
from time to time.
Restaurant.com shall have the right at any time to change or discontinue any aspect
or feature of Restaurant.com, including, but not limited to, content, hours of
availability and equipment needed for access or use. Further, Restaurant.com may
discontinue disseminating any portion of information or category of information,
may change or eliminate any transmission method and may change transmission speeds
or other signal characteristics.
3. Modified Terms.
Restaurant.com reserves the right at all times to discontinue or modify any of
our Terms of Use and/or our Privacy Policy as we deem necessary or desirable without
prior notification to you. Such changes may include, among other things, the adding
of certain fees or charges. We suggest to you, therefore, that you re-read this
important notice containing our Terms of Use and Privacy Policy from time to time
in order that you stay informed as to any such changes. If we make changes to
our Terms of Use and Privacy Policy and you continue to use our Site, you are
impliedly agreeing to the Terms of Use and Privacy Policy expressed herein. Any
such deletions or modifications shall be effective immediately upon Restaurant.com's
posting thereof. Any use of Restaurant.com by End User after such notice shall
be deemed to constitute acceptance by End User of such modifications.
4. Equipment.
End User shall be responsible for obtaining and maintaining all telephone, computer
hardware and other equipment needed for access to and use of this Site and all
charges related thereto. Restaurant.com shall not be liable for any damages to
the End User's equipment resulting from the use of this Site.
5. End User Conduct.
This Site and any individual restaurant microsites now or hereinafter contained
within or otherwise available through external hyperlinks with our Site (the "Microsites")
are private property. All interactions on this Site and/or the Microsites must
comply with these Terms of Use. Although we welcome and encourage user interaction
on our Site, we do insist and require that all end users restrict any and all
activity in connection with the use of this Site and the Microsites to that which
involves lawful purposes only. End User shall not post or transmit through this
Site any material which violates or infringes in any way upon the rights of others,
or any material which is unlawful, threatening, abusive, defamatory, invasive
of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable,
which encourages conduct that would constitute a criminal offense, give rise to
civil liability or otherwise violate any law, or which, without Restaurant.com's
express prior, written approval, contains advertising or any solicitation with
respect to products or services. Any conduct by an End User that in Restaurant.com's
exclusive discretion restricts or inhibits any other End User from using or enjoying
this Site and/or any of the Microsites is strictly prohibited. End User shall
not use this Site or any of the Microsites to advertise or perform any commercial,
religious, political or non-commercial solicitation, including, but not limited
to, the solicitation of users of this Site and/or the Microsites to become users
of other on- or offline services directly or indirectly competitive or potentially
competitive with Restaurant.com.
The foregoing provisions of this Section 5 apply equally to and are for the benefit
of Restaurant.com, its subsidiaries, affiliates and its third party content providers
and licensors, and each shall have the right to assert and enforce such provisions
directly or on its own behalf.
6. Copyright and Trademarks.
Everything located on or in this Site, including the Microsites, is the exclusive
property of Restaurant.com, Inc. or used with express permission of the copyright
and/or trademark owner. ANY COPYING, DISTRIBUTING, TRANSMITTING, POSTING, LINKING,
DEEP LINKING, OR OTHERWISE MODIFYING OF THIS SITE OR ANY OF THE MICROSITES WITHOUT
THE EXPRESS WRITTEN PERMISSION OF RESTAURANT.COM, INC. IS STRICTLY PROHIBITED.
Any violation of this policy may result in a copyright, trademark or other intellectual
property right infringement that may subject End User to civil and / or criminal
penalties.
This Site contains copyrighted material, trademarks and other proprietary information,
including, but not limited to, text, software, photos, video, graphics, music,
sound, and the entire contents of Restaurant.com protected by copyright as a collective
work under the United States copyright laws. Restaurant.com owns a copyright in
the selection, coordination, arrangement and enhancement of such content, as well
as in the content original to it. End User may not modify, publish, transmit,
participate in the transfer or sale, create derivative works, or in any way exploit,
any of the content, in whole or in part. End User may download / print / save
copyrighted material for End User's personal use only. Except as otherwise expressly
stated under copyright law, no copying, redistribution, retransmission, publication
or commercial exploitation of downloaded material without the express permission
of Restaurant.com and the copyright owner is permitted. If copying, redistribution
or publication of copyrighted material is permitted, no changes in or deletion
of author attribution, trademark legend or copyright notice shall be made. End
User acknowledges that he/she/it does not acquire any ownership rights by downloading
copyrighted material. Trademarks that are located within or on the Site or a Web
site otherwise owned or operated in conjunction with Restaurant.com shall not
be deemed to be in the public domain but rather the exclusive property of Restaurant.com,
unless such site is under license from the Trademark owner thereof in which case
such license is for the exclusive benefit and use of Restaurant.com, unless otherwise
stated.
End User shall not upload, post or otherwise make available on this Site any material
protected by copyright, trademark or other proprietary right without the express
permission of the owner of the copyright, trademark or other proprietary right.
Restaurant.com does not have any express burden or responsibility to provide End
User with indications, markings or anything else that may aid End User in determining
whether the material in question is copyrighted or trademarked. End User shall
be solely liable for any damage resulting from any infringement of copyrights,
trademarks, proprietary rights or any other harm resulting from such a submission.
By submitting material to any public area of this Site, End User warrants that
the owner of such material has expressly granted Restaurant.com the royalty-free,
perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify,
adapt, publish, translate and distribute such material (in whole or in part) worldwide
and/or to incorporate it in other works in any form, media or technology now known
or hereafter developed for the full term of any copyright that may exist in such
material. End User also permits any other end user to access, view, store or reproduce
the material for that end user's personal use. End User hereby grants Restaurant.com
the right to edit, copy, publish and distribute any material made available on
this Site by End User.
The foregoing provisions of Section 6 apply equally to and are for the benefit
of Restaurant.com, its subsidiaries, affiliates and its third party content providers
and licensors and each shall have the right to assert and enforce such provisions
directly or on its own behalf.
7. Disclaimer of Warranty; Limitation of Liability.
END USER EXPRESSLY AGREES THAT USE OF THIS SITE AND THE MICROSITES IS AT END USER'S
SOLE RISK. NEITHER RESTAURANT.COM, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE
EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT USE
OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY
AS TO (I) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THIS SITE, OR (II) THE
ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE OR MERCHANDISE PROVIDED
THROUGH THIS SITE OR THE MICROSITES.
THIS SITE AND THE MICROSITES ARE MADE ACCESSIBLE ON AN "AS IS" BASIS WITHOUT WARRANTIES
OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES
OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION,
RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.
THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE
OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION
OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION
OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH
OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.
END USER SPECIFICALLY ACKNOWLEDGES THAT RESTAURANT.COM IS NOT LIABLE FOR THE DEFAMATORY,
OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD-PARTIES AND THAT THE RISK
OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH END USER.
IN NO EVENT SHALL RESTAURANT.COM, OR ANY PERSON OR ENTITY INVOLVED IN CREATING,
PRODUCING OR DISTRIBUTING THIS SITE OR THE CONTENTS HEREOF, INCLUDING THE MICROSITES
AND ANY SOFTWARE, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT,
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF
THE USE OF OR INABILITY TO USE THIS SITE. END USER HEREBY ACKNOWLEDGES THAT THE
PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THIS SITE AND THE MICROSITES.
IN ADDITION TO THE TERMS SET FORTH ABOVE, NEITHER RESTAURANT.COM, NOR ITS AFFILIATES,
INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE
OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR
UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN THIS SITE
OR ANY OF THE MICROSITES, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION
THEREOF TO THE END USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED
THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS
OR LOSSES OF ANY NATURE, INCLUDING WITHOUT LIMITATION LOST PROFITS, PUNITIVE OR
CONSEQUENTIAL DAMAGES.
RESTAURANT.COM IS NOT RESPONSIBLE FOR ANY CONTENT THAT A USER, SUBSCRIBER, OR
AN UNAUTHORIZED USER MAY POST ON THIS SITE OR ANY OF THE MICROSITES. ANY CONTENT
THAT IS POSTED OR UPLOADED THAT IS OR MAY BE DEEMED UNSUITABLE CAN AND MAY BE
TAKEN DOWN BY RESTAURANT.COM. MOREOVER, RESTAURANT.COM RESERVES THE RIGHT TO EDIT,
CHANGE, ALTER, DELETE AND PROHIBIT ANY AND ALL CONTENT THAT IT, RESTAURANT.COM,
DEEMS UNSUITABLE.
8. Monitoring.
Restaurant.com shall have the right, but not the obligation, to monitor the content
of the Site at all times, including any chat rooms and forums that may hereinafter
be included as part of the Site, to determine compliance with this Agreement and
any operating rules established by Restaurant.com, as well as to satisfy any applicable
law, regulation or authorized government request. Without limiting the foregoing,
Restaurant.com shall have the right to remove any material that Restaurant.com,
in its sole discretion, finds to be in violation of the provisions hereof or otherwise
objectionable.
9. Privacy.
End User acknowledges that all discussion for ratings, comments, bulletin board
service, chat rooms and/or other message or communication facilities (collectively
"Communities") are public and not private communications, and that, therefore,
others may read End User's communications without End User's knowledge. Restaurant.com
does not control or endorse the content, messages or information found in any
Community, and, therefore, Restaurant.com specifically disclaims any liability
concerning the Communities and any actions resulting from End Users participation
in any Community, including any objectionable content. Generally, any communication
which End User posts to Restaurant.com (whether in chat rooms, discussion groups,
message boards or otherwise) is considered to be non-confidential. If particular
web pages permit the submission of communications that will be treated by Restaurant.com
as confidential, that fact will be stated on those pages. By posting comments,
messages or other information on the Site, End User grants Restaurant.com the
right to use such comments, messages or information for promotions, advertising,
market research or any other lawful purpose. For more information see Restaurant.com's
Privacy Policy.
10. License Grant.
By posting communications on or through this Site, End User shall be deemed to
have granted to Restaurant.com a royalty-free, perpetual, irrevocable, non-exclusive
license to use, reproduce, modify, publish, edit, translate, distribute, perform,
and display the communication alone or as part of other works in any form, media,
or technology whether now known or hereafter developed, and to sublicense such
rights through multiple tiers of sublicensees.
11. Indemnification.
End User agrees to defend, indemnify and hold harmless Restaurant.com, its affiliates
and their respective directors, officers, employees and agents from and against
all claims and expenses, including attorneys' fees, arising out of the use of
this Site and/or the Microsites by End User.
12. Termination.
Restaurant.com may terminate this Agreement at any time. Without limiting the
foregoing, Restaurant.com shall have the right to immediately terminate any passwords
or accounts of End User in the event of any conduct by End User which Restaurant.com,
in its sole discretion, considers to be unacceptable, or in the event of any breach
by End User of this Agreement. The provisions of Sections 3, 5, 6, 7, 10, 11,
12 will survive termination of this Agreement.
13. Trademarks.
Restaurant.com is a trademark of Restaurant.com, Inc. All rights in respect of
this trademark are hereby expressly reserved. Unless otherwise indicated, all
other trademarks appearing on Restaurant.com are the property of their respective
owners.
14. Third Party Content.
Restaurant.com, similar to an Internet Service Provider, is a distributor (and
not a publisher) of content supplied by third parties and End Users. Accordingly,
Restaurant.com has no more editorial control over such content than does a public
library, bookstore or newsstand. Any opinions, advice, statements, services, offers,
or other information or content expressed or made available by third parties,
including information providers, or any other end users are those of the respective
author(s) or distributors) and not of Restaurant.com. Neither Restaurant.com nor
any third-party provider of information guarantees the accuracy, completeness,
or usefulness of any content, nor its merchantability or fitness for any particular
purpose. (Refer to Section 6 above for the complete provisions governing limitation
of liabilities and disclaimers of warranty.)
In many instances, the content available through this Site represents the opinions
and judgments of the respective information provider, end user, or other user
not under contract with Restaurant.com. Restaurant.com neither endorses or is
responsible for the accuracy or reliability of any opinion, advice, or statement
made on Restaurant.com by anyone other than authorized Restaurant.com employee
spokespersons while acting in official capacities. Under no circumstances will
Restaurant.com be liable for any loss or damage caused by an end user's reliance
on information obtained through Restaurant.com. It is the responsibility of End
User to evaluate the accuracy, completeness, or usefulness of any information,
opinion, advice, etc., or other content available through Restaurant.com.
Restaurant.com contains links to third party Web sites maintained by other content
providers. These links are provided solely as a convenience to you and not as
an endorsement by Restaurant.com of the contents on such third-party sites and
Restaurant.com hereby expressly disclaims any representations regarding the content
or accuracy of materials on such third-party Web sites. If End User decides to
access linked third-party Web sites, End User does so at its own risk. Unless
you have executed a written agreement with Restaurant.com expressly permitting
you to do so, you may not provide a hyperlink to the Site from any other website.
Restaurant.com reserves the right to revoke its consent to any link at any time
in its sole discretion.
15. Miscellaneous.
This Agreement and any operating rules for Restaurant.com established by Restaurant.com
constitute the entire agreement of the parties with respect to the subject matter
hereof. No waiver by either party of any breach or default hereunder is a waiver
of any preceding or subsequent breach or default. The section headings used herein
are for convenience only and shall be of no legal force or effect. If any provision
of this Agreement is held invalid by a court of competent jurisdiction, such invalidity
shall not affect the enforceability of any other provisions contained in this
Agreement and the remaining portions of this Agreement shall continue in full
force and effect. The failure of either party to exercise any of its rights under
this Agreement shall not be deemed a waiver or forfeiture of such rights or any
other rights provided hereunder.
Restaurant.com's headquarters are in Arlington Heights, Illinois. Legal issues
arising out of, but not exclusive to the use of, this Site or the Microsites (unless
otherwise specifically stated) are governed by and in accordance with the laws
of the State of Illinois (exclusive of its rules regarding conflicts of laws).
By using this Site, End User agrees that any dispute or claim arising out of or
in connection with this Agreement or the performance, breach or termination thereof,
or the Site or any Microsite, shall be finally settled by arbitration in Chicago,
Illinois under the rules of arbitration of the American Arbitration Association.
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