- INTRODUCTION
Welcome to the Grocery Gadgets internet site of Pingwell, Inc. ("Pingwell"), grocerygadgets.com.
PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SITE.
By using this Site or by clicking a box that states that you accept or
agree to these terms, you signify your agreement to these terms of
use. If you do not agree to these terms of use, you may not use this
Site.
Note that special terms may apply to some services offered on this
Site, like subscription-based services, rules for particular contests
or sweepstakes or other features or activities. These terms are posted
in connection with the applicable service. Any such terms are in
addition to these terms of use, and in the event of a conflict, prevail
over these terms of use.
You acknowledge that these terms of use are supported by reasonable
and valuable consideration, the receipt and adequacy of which are
hereby acknowledged. Without limiting the generality of the foregoing,
you acknowledge that such consideration includes your use of this Site
and receipt of data, materials and information available at or through
the Site, the possibility of our use or display of your Solicited
Submissions (as defined below in Section 3, entitled "SUBMISSIONS") and
the possibility of the publicity and promotion from our use or display
of your Solicited Submissions.
- USE OF CONTENT
All information, materials, functions and other content (including
Submissions, as defined in Section 3, entitled "SUBMISSIONS") ("Content")
contained on this Site are our copyrighted property or the copyrighted
property of our licensors or licensees. All trademarks, service marks,
trade names, and trade dress are proprietary to us and/or our
licensors or licensees. We may change the Site or delete Content or
features at any time, in any way, for any or no reason.
Except as we specifically agree in writing, no Content from this Site
may be used, reproduced, transmitted, distributed or otherwise
exploited in any way other than as part of the Site, except that where
the Site is configured to enable the download of particular Content,
you may download one copy of such Content to a single computer for your
personal, noncommercial home use only, provided that you (a) keep
intact all copyright and other proprietary notices, (b) make no
modifications to the Content, and (c) do not use the Content in a
manner that suggests an association with any of our products, services
or brands. Any business use, "re-mailing" or high-volume or automated
use of this Site is prohibited.
In the event that we offer downloads of software on this Site and you
download such software, the software, including any files, images
incorporated in or generated by the software, and data accompanying the
software (collectively, the "Software") are licensed
to you by us or third-party licensors for your personal, noncommercial
home use only. We do not transfer title to the Software to you. You may
not distribute or otherwise exploit the Software or decompile, reverse
engineer, disassemble or otherwise reduce the Software to a
human-readable form.
- SUBMISSIONS
In these terms of use, we use the word "Submissions"
to mean text, messages, ideas, concepts, pitches, suggestions,
stories, screenplays, treatments, formats, artwork, photographs,
drawings, videos, audiovisual works, musical compositions (including
lyrics), sound recordings, characterizations, your and/or other
persons' names, likenesses, voices, usernames, profiles, actions,
appearances, performances and/or other biographical information or
material, and/or other similar materials that you submit, post, upload,
embed, display, communicate or otherwise distribute (collectively, "Distribute") on or through this Site.
There are two types of Submissions: Solicited Submissions and Unsolicited Submissions. "Solicited Submissions"
means those Submissions (a) that we expressly request or enable you to
provide to us via any feature or activity on this Site for our review
or display and possible specifically-defined consideration or
compensation (collectively, "Consideration") (such as
prizes or other value in games, sweepstakes, contests and promotions);
and (b) that you Distribute on or through this Site for which you do
not seek Consideration (such as in our Guest Services and in Public
Forums (as defined below in Section 6, entitled "PUBLIC FORUMS AND
COMMUNICATION")). "Unsolicited Submissions" are any and all Submissions that do not fall within subparagraphs (a) or (b) of this paragraph.
DO NOT DISTRIBUTE ANY UNSOLICITED SUBMISSIONS; NO IMPLIED CONTRACT.
Our long-standing company policy does not allow us to accept or
consider Unsolicited Submissions so please do not Distribute
Unsolicited Submissions on or through this Site. We want to avoid the
possibility of future misunderstandings when projects developed by us
or under our direction might seem to others to be similar to their own
creative work. We therefore ask that you not Distribute any Unsolicited
Submission. In any event, you agree that any Submissions you make is
not being made in confidence or trust and that no confidential or
fiduciary relationship is intended or created between you and us in any
way, and that you have no expectation of any review, compensation or
consideration of any type (other than any stated Consideration)..
Except as expressly stated in these terms of use, the provisions of
these terms of use apply equally to Unsolicited Submissions and
Solicited Submissions. Accordingly, we, our licensees, distributors,
agents, representatives and other authorized users shall be entitled to
exploit and disclose all Submissions, and we shall not be liable to
you or to any person claiming through you for any exploitation or
disclosure of any Submission.
- LICENSES AND REPRESENTATIONS
You hereby grant us and our licensees, distributors, agents,
representatives and other authorized users, a perpetual, non-exclusive,
irrevocable, fully-paid, royalty-free, sub-licensable and transferable
(in whole or part) worldwide license under all copyrights, trademarks,
patents, trade secrets, privacy and publicity rights and other
intellectual property rights you own or control to use, reproduce,
transmit, display, exhibit, distribute, index, comment on, modify
(including removing lyrics and music from any Submission or
substituting the lyrics and music in any Submission with music and
lyrics selected by us), create derivative works based upon, perform and
otherwise exploit such Submissions, in whole or in part, in all media
formats and channels now known or hereafter devised (including on this
Site, on third party web sites, on our broadcast and cable networks and
stations, on our broadband and wireless platforms, products and
services, on physical media, and in theatrical release) for any and all
purposes including entertainment, news, advertising, promotional,
marketing, publicity, trade or commercial purposes, all without further
notice to you, with or without attribution, and without the
requirement of any permission from or payment to you or to any other
person or entity (the "Submissions License").
By communicating a Submission, you represent and warrant that the
Submission and your communication thereof conform to the Rules of
Conduct (set forth below in Section 7 labeled "RULES OF CONDUCT")) and
other requirements of these terms of use and that you own or have the
necessary rights, licenses, consents and permissions, without the need
for any permission from or payment to any other person or entity, to
exploit, and to authorize us to exploit, such Submission in all manners
contemplated by these terms of use (including the Submissions License).
These terms of use (including the Submissions License) do not limit
any past or future grant of rights, consents, agreements, assignments
and waivers you may have made or make with respect to Submissions.
To the extent any "moral rights," "ancillary rights," or similar
rights in or to the Submissions exist and are not exclusively owned by
us, you agree not to enforce any such rights as to us or our licensees,
distributors, agents, representatives and other authorized users, and
you shall procure the same agreement not to enforce from any others who
may possess such rights.
Without limiting the scope of the Submissions License or any future
grant of rights, consents, agreements, assignments, and waivers you may
make with respect to Submissions, you hereby ratify any prior grant of
rights, consents, agreements, assignments and waivers made by you with
respect to Submissions submitted by you to us.
- ACCOUNTS
Some services on this Site permit or require you to create an
account to participate or to secure additional benefits. You agree to
provide, maintain and update true, accurate, current and complete
information about yourself as prompted by our registration processes
(the "Registration Data"). You shall not impersonate
any person or entity or misrepresent your identity or affiliation with
any person or entity, including using another person's username,
password or other account information, or another person's name,
likeness, voice, image or photograph. You also agree to promptly notify
us at support@pingwell.com any
unauthorized use of your username, password, other account information,
or any other breach of security that you become aware of involving or
relating to this Site. In addition, you agree to exit from your account
at the end of each session.
We may suspend or terminate your account and your ability to use
thgis Site or portion thereof for failure to comply with these terms of
use or any special terms related to a particular service, for
infringing copyright, or for any other reason whatsoever.
- PUBLIC FORUMS AND COMMUNICATION
"Public Forum" means an area, site or feature
offered as part of this Site that offers the opportunity for users to
Distribute Submissions for viewing by one or more Site users, including
a chat area, message board, instant messaging, mobile messaging,
social community environment, profile page, conversation page, blog,
e-mail function (including electronic greeting cards and send-a-friend
e-mails).
You acknowledge that Public Forums and features offered therein are
for public and not private communications, and you have no expectation
of privacy with regard to any Submission to a public Forum. We cannot
guarantee the security of any information you disclose through any of
these media; you make such disclosures at your own risk.
You are and shall remain solely responsible for the Submissions you
Distribute on or through this Site under your username or otherwise by
you in any Public Forum and for the consequences of submitting and
posting same. We have no duty to monitor any Public Forum.
Also, you should be skeptical about information provided by others,
and you acknowledge that the use of any Submission posted in any Public
Forum is at your own risk. For example, we are not responsible for,
and we do not endorse, the opinions, advice or recommendations posted
or sent by users in any Public Forum and we specifically disclaim any
and all liability in connection therewith.
We owe you no obligation, and therefore may refuse, to post, deliver,
remove, modify or otherwise use or take any action with respect to
Submissions you Distribute.
- RULES OF CONDUCT
The following Rules of Conduct apply to this Site. By using this
Site, you agree that you will not Distribute any Submission that:
- (a) is defamatory, abusive, harassing, threatening, or an
invasion of a right of privacy of another person; (b) is bigoted,
hateful, or racially or otherwise offensive; (c) is violent, vulgar,
obscene, pornographic or otherwise sexually explicit; or (d) otherwise
harms or can reasonably be expected to harm any person or entity;
- is illegal or encourages or advocates illegal activity or the
discussion of illegal activities with the intent to commit them,
including a Submission that is, or represents an attempt to engage in,
child pornography, stalking, sexual assault, fraud, trafficking in
obscene or stolen material, drug dealing and/or drug abuse, harassment,
theft, or conspiracy to commit any criminal activity;
- infringes or violates any right of a third party including: (a)
copyright, patent, trademark, trade secret or other proprietary or
contractual rights; (b) right of privacy (specifically, you must not
distribute another person's personal information of any kind without
their express permission) or publicity; or (c) any confidentiality
obligation;
- is commercial, business-related or advertises or offers to sell
any products, services or otherwise (whether or not for profit), or
solicits others (including solicitations for contributions or
donations);
- contains a virus or other harmful component, or otherwise
tampers with, impairs or damages this Site or any connected network, or
otherwise interferes with any person or entity's use or enjoyment of
the Site; or
- (a) does not generally pertain to the designated topic or theme
of the relevant Public Forum; (b) violates any specific restrictions
applicable to a Public Forum, including its age restrictions and
procedures; or (c) is antisocial, disruptive, or destructive, including
"flaming," "spamming," "flooding," "trolling," and "griefing" as those
terms are commonly understood and used on the Internet.
We cannot and do not assure that other users are or will be
complying with the foregoing Rules of Conduct or any other provisions
of these terms of use, and, as between you and us, you hereby assume
all risk of harm or injury resulting from any such lack of compliance.
- COOPERATION; REMOVAL OF SUBMISSIONS
We reserve the right, but disclaim any obligation or responsibility,
to (a) refuse to post or communicate or remove any Submission from
this Site that violates these terms of use (including the Rules of
Conduct) and (b) identify any user to third parties, and/or disclose to
third parties any Submission or personally identifiable information,
when we believe in good faith that such identification or disclosure
will either (i) facilitate compliance with laws, including, for
example, compliance with a court order or subpoena, or (ii) help to
enforce these terms of use (including the Rules of Conduct) and/or our
contest, sweepstakes, promotions, and game rules, and/or protect the
safety or security of any person or property, including this Site.
Moreover, we retain all rights to remove Submissions at any time for
any reason or no reason whatsoever.
- CONTENT ACCESSIBLE THROUGH LINKS FROM THIS SITE AND SEARCH RESULTS
You should be aware that when you are on this Site, there are links
to other sites that take you outside of our service to sites that are
beyond our control, such as banner advertisements and links from
advertisers, sponsors and content partners that may use our logo(s) as
part of a co-branding relationship. You acknowledge that when you click
on any of the aforementioned links, the sites you are taken to are not
controlled by us; different terms of use and privacy policy may apply,
and we are not responsible for such sites. We do not endorse and cannot
ensure that you will be satisfied with any products or services that
you purchase from a third-party site that links to or from this Site or
third-party Content contained on our sites. We strongly encourage you
to make whatever investigation you feel necessary or appropriate before
proceeding with any online or offline transaction with any third
parties.
Nor can we be held responsible for the accuracy, relevance, legality
or decency of material contained on sites retrieved in searches and/or
listed in search results or identified on search results pages.
- DISCLAIMERS
THE CONTENT ON OR OTHERWISE RELATED IN ANY WAY TO THIS SITE
OR ANY THIRD PARTY SITES OR SERVICES LINKED TO FROM THIS SITE IS
PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST
EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS,
AVAILABILITY, SECURITY, COMPATABILITY AND NONINFRINGEMENT. WE DO NOT
WARRANT THAT ANY CONTENT WILL BE ERROR-FREE, THAT ACCESS THERETO WILL
BE UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY THIS SITE
OR THE SERVERS THAT MAKE SUCH CONTENT AVAILABLE ARE FREE OF VIRUSES OR
OTHER HARMFUL COMPONENTS. MOREOVER, YOU ASSUME THE ENTIRE COST OF ALL
NECESSARY SERVICING, REPAIR OR CORRECTION. WE DO NOT WARRANT OR MAKE
ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ANY
CONTENT. YOU HEREBY IRREVOCABLY WAIVE ANY CLAIM AGAINST US WITH RESPECT
TO CONTENT AND ANY CONTENT YOU PROVIDE TO THIRD PARTY SITES (INCLUDING
CREDIT CARD AND OTHER PERSONAL INFORMATION).
This Site may contain the opinions and views of other users. Given
the interactive nature of these sites, we cannot endorse, guarantee, or
be responsible for the accuracy, efficacy, or veracity of any content
generated by our users.
The content of this Site is intended for educational and
entertainment purposes only. Such content is not intended to, and do
not, constitute legal, professional, medical or healthcare advice or
diagnosis, and may not be used for such purposes. Always seek the
advice of your physician or other qualified health provider with any
questions you may have regarding a medical condition. You should not
act or refrain from acting on the basis of any content included in, or
accessible through, the Site without seeking the appropriate legal or
other professional advice on the particular facts and circumstances at
issue from a lawyer or professional licensed in the recipient's state,
country or other appropriate licensing jurisdiction.
- INDEMNIFICATION
You are responsible for maintaining the confidentiality of your
username(s), password(s), and your account(s), as well as all
activities that occur under your account(s). You hereby agree to
indemnify, defend, and hold us, our licensors, licensees, distributors,
agents, representatives and other authorized users, and each of the
foregoing entities' respective resellers, distributors, service
providers and suppliers, and all of the foregoing entities' respective
officers, directors, owners, employees, agents, representatives and
assigns (collectively, the "Indemnified Parties")
harmless from and against any and all losses, damages, liabilities and
costs (including settlement costs and any legal or other fees and
expenses for investigating or defending any actions or threatened
actions) incurred by the Indemnified Parties in connection with any
claim arising out of any breach by you of these terms of use or claims
arising from your use of this Site and/or your account(s). You shall
use your best efforts to cooperate with us in the defense of any claim.
We reserve the right, at our own expense, to employ separate counsel
and assume the exclusive defense and control of any matter otherwise
subject to indemnification by you.
- LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL WE, OUR
LICENSORS OR LICENSEES, OR ANY OF THE FOREGOING ENTITIES' RESPECTIVE
RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS OR SUPPLIERS, BE LIABLE TO
YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING LOST PROFITS, PERSONAL
INJURY (INCLUDING DEATH) AND PROPERTY DAMAGE OF ANY NATURE WHATSOEVER,
THAT RESULT FROM (A) THE USE OF, OR THE INABILITY TO USE, THIS SITE OR
CONTENT, OR (B) THE CONDUCT OR ACTIONS, WHETHER ONLINE OR OFFLINE, OF
ANY USER OF THIS SITE OR ANY OTHER PERSON OR ENTITY, EVEN IF WE HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR
TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION
WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED
THE AMOUNT PAID BY YOU, IF ANY, OR $100 (WHICHEVER IS LESS) FOR
ACCESSING OR PARTICIPATING IN ANY ACTIVITY RELATED TO THIS SITE.
MOREOVER, UNDER NO CIRCUMSTANCES SHALL WE, OUR LICENSORS OR LICENSEES,
OR ANY OF THE FOREGOING ENTITIES' RESPECTIVE RESELLERS, DISTRIBUTORS,
SERVICE PROVIDERS OR SUPPLIERS, BE HELD LIABLE FOR ANY DELAY OR FAILURE
IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM AN ACT OF FORCE
MAJEURE OR CAUSES BEYOND OUR OR THEIR REASONABLE CONTROL.
WE MAY TERMINATE YOUR FURTHER ACCESS TO THIS SITE OR CHANGE
THE SITE OR DELETE CONTENT OR FEATURES IN ANY WAY, AT ANY TIME AND FOR
ANY REASON OR NO REASON.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION
AND ELSEWHERE IN THESE TERMS OF USE APPLY TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW.
- JURISDICTIONAL AND VENUE ISSUES
You agree that any action at law or in equity arising out of or
relating to these terms of use or the this Site shall be filed, and
that venue properly lies, only in state or federal courts located in
the Miami, Florida, and you hereby consent and submit to the personal
jurisdiction of such courts for the purposes of litigating any such
action. We make no representation that Content on this Site is
appropriate or available for use in any particular location. Those who
choose to access this Site do so on their own initiative and are
responsible for compliance with all applicable laws including any
applicable local laws.
- AMENDMENT
At any time, we may amend these terms of use (including by
modification, deletion and/or addition of any portion thereof). If we
make a material amendment to these terms of use, we will notify you of
such amendment by sending you an e-mail at the last e-mail address that
you provided us, and/or by posting notice of such amendment on the Web
sites covered by these terms of use. Any such amendment to these terms
of use will be effective thirty (30) calendar days following either our
dispatch of an e-mail notice to you or our posting of notice of the
changes on the Web Sites. Please note that, at all times, you are
responsible for updating your personal information to provide us your
current e-mail address. In the event that the last e-mail address that
you have provided us is not valid, or for any other reason is not
capable of delivering to you the notice described above, our dispatch
of the e-mail containing such notice will nonetheless constitute
effective notice of any amendment described in the notice.
- GENERAL PROVISIONS
These terms of use shall be governed by and construed in accordance
with the laws of the State of Florida and the laws of the United States,
without giving effect to any principles of conflicts of law. If any
provision of these terms of use shall be unlawful, void or for any
reason unenforceable, then that provision shall be deemed severable
from these terms of use and shall not affect the validity and
enforceability of any remaining provisions. No waiver of any provision
of these terms of use by us shall be deemed a further or continuing
waiver of such provision or any other provision, and our failure to
assert any right or provision under these terms of use shall not
constitute a waiver of such right or provision. In these terms of use,
the word "including" is used illustratively, as if followed by the
words "but not limited to." YOU AGREE THAT ANY CAUSE OF ACTION
YOU MAY HAVE ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR THIS
SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION
ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
Supply of goods, services and software through this Site is subject
to United States export control and economic sanctions requirements. By
acquiring any such items through this Site, you represent and warrant
that your acquisition comports with and your use of the item will
comport with those requirements. Without limiting the foregoing, you
may not acquire goods, services or software through this Site if: 1) you
are in, under the control of, or a national or resident of Cuba, Iran,
North Korea, Sudan or Syria or if you are on the U.S. Treasury
Department's Specially Designated Nationals List or the U.S. Commerce
Department's Denied Persons List, Unverified List or Entity List or 2)
you intend to supply the acquired goods, services or software to Cuba,
Iran, North Korea, Sudan or Syria (or a national or resident of one of
these countries) or to a person on the Specially Designated Nationals
List, Denied Persons List, Unverified List or Entity List.
- CLAIMS OF COPYRIGHT INFRINGEMENT
We have adopted and implemented a policy that provides for the
termination, in appropriate circumstances as determined by us in our
sole discretion, of users who are infringers of copyright.
Pursuant to Title 17, United States Code, Section 512(c)(2),
notifications of claimed copyright infringement must be sent to Service
Provider's Designated Agent.
To be effective, the notification must be a written communication that includes the following:
- A physical or electronic signature of 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 us to locate the material;
- Information reasonably sufficient to permit us to contact the
complaining party, such as an address, telephone number, and, if
available, an electronic mail address at which the complaining party
may be contacted;
- A statement that the complaining party has a good-faith belief
that use of the material in the 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.
We may give you notice that we have removed or disabled access to
certain material by means of a general notice on this Site, electronic
mail to a user's e-mail address in our records, or by written
communication sent by first-class mail to your physical address in our
records. If you receive such a notice, you may provide
counter-notification in writing to the designated agent that includes
the information below. To be effective, the counter-notification must
be a written communication that includes the following:
- Your physical or electronic signature;
- Identification of the material that has been removed or to
which access has been disabled, and the location at which the material
appeared before it was removed or access to it was disabled;
- A statement from you under the penalty of perjury, that you
have a good faith belief that the material was removed or disabled as a
result of a mistake or misidentification of the material to be removed
or disabled; and
- Your name, physical address and telephone number, and a
statement that you consent to the jurisdiction of a Federal District
Court for the judicial district in which your physical address is
located, or if your physical address is outside of the United States,
for any judicial district in which Pingwell may be found, and that you
will accept service of process from the person who provided
notification of allegedly infringing material or an agent of such
person.