PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY!
Should you disagree with some of the provisions herein, you can either leave the Site (although we’ll be sad to see you go!) or contact us at firstname.lastname@example.org. Please keep in mind that this document is a legally binding agreement between you as the user of the Service (referred to as “you”, “your” or “User” hereinafter) and the Company.
2- Provision of Service
- Any person, business, or entity may subscribe to or otherwise accesses or uses the Service is a “Customer.” Customers must complete a registration process on the Site in order to access and use the Service.
- Fit Food Fresh may launch, change, upgrade, impose conditions to, restrict, suspend, or stop any Service (or any features within the Service) without prior notice except that in case of a fee-based Service, Users shall be notified no less than fourteen (14) days prior to any change in such Service.
3- Customers Generally
- As a condition of your access to and use of the Site or Service, you agree that you will comply with all applicable laws and regulations when using the Site or Service.
- you will not copy, reproduce, download, re-publish, sell, distribute or resell any Service or portion thereof or any information, data, text, photographs, images, graphics, videos, sound, directories, files, databases, listings, written posts and comments, software, scripts, interactive features generated, provided, or otherwise made accessible on or through the Site and Service (the “Site Content”);
- you will not copy, reproduce, download, compile or otherwise use any Site Content for the purpose of operating a business that competes with Fit Food Fresh, or otherwise commercially exploit the Site Content; and
- you will not engage in any systematic retrieval of Site Content from the Site to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from Fit Food Fresh.
- Fit Food Fresh may allow Users access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties’ websites. You should read such websites’ terms and conditions and/or privacy policies before continuing use of the the Site. You acknowledge that Fit Food Fresh has no control over such third parties’ websites, does not monitor such websites, and shall not be responsible or liable to anyone for such websites, or any content, products or services made available on such websites.
- You agree not to undertake any action to undermine the integrity of the computer systems or networks of Fit Food Fresh and/or any other User nor to gain unauthorized access to such computer systems or networks.
- You agree not to post any libelous, tortious, infringing, or otherwise illegal content, information, or material on the Site or through the Service. You further agree that posting such content, information, or material may cause irreparable harm to Fit Food Fresh or other Users of the Site, and you shall indemnify Fit Food Fresh, its affiliates, directors, employees, agents and representatives against any loss or damages (Including but not limited to loss of profits) resulting therefrom.
- Fit Food Fresh in its sole discretion, may utilize, all comments and suggestions, whether written or oral, furnished by any Customer or its personnel or any individual who interacts with the Service (“End User”) to Fit Food Fresh in connection with their use or access of the Fit Food Fresh Service (all such reports, comments and suggestions, collectively, “Feedback”). The Customer or End User hereby grants Fit Food Fresh a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to Incorporate the Feedback into Fit Food Fresh’s products and services, Including the Fit Food Fresh Services.
4- End Users
- A User who registers on the Site may also be referred to as a “End User” or “Customer” herein. Upon registration, Fit Food Fresh shall assign an account and issue a Customer ID and password (the latter shall be chosen by a User during registration) to each User.
- A set of Customer ID and password is unique to a single account. Each Customer shall be solely responsible for maintaining the confidentiality and security of such Customer’s Customer ID and password and for all activities that occur under such Customer’s account. No Customer may share, assign, or permit the use of his or her Customer account, ID or password by another person outside of the Customer’s own business entity. Each Customer agrees to notify Fit Food Fresh immediately if such Customer becomes aware of any unauthorized use of his or her password, her or his account, or any other breach of security of such Customer’s account.
- Customer agrees that all activities that occur under such Customer’s account (Including without limitation, posting any company or product information, clicking to accept any Additional Agreements or rules, subscribing to or making any payment for any services, sending emails using the email account or sending SMS) will be deemed to have been authorized by the Customer.
- Customer acknowledges that sharing of Customer’s account with other persons or allowing multiple users outside of Customer’s business entity to use Customer’s account (collectively, “Multiple Use”), may cause irreparable harm to Fit Food Fresh or other Users of the Site. Customers shall indemnify Fit Food Fresh, our affiliates, directors, employees, agents and representatives against any loss or damages (Including but not limited to loss of profits) suffered as a result of the Multiple Use of Customer’s account. Customer also agrees that in case of the Multiple Use of Customer’s account or Customer’s failure to maintain the security of Customer’s account, Fit Food Fresh shall not be liable for any loss or damages arising therefrom and shall have the right to suspend or terminate Customer’s account without liability to Customer.
5- Customer’s Responsibilities
- Customers are required to provide information as part of the registration process on the Site or use of any Service or the Customer account. Each Customer represents, warrants and agrees that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Site or Service is true, accurate, current and complete, and (b) you will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
- Customers may not use the Service and Customer account to engage in activities which are identical or similar to Fit Food Fresh’s business.
- Customer acknowledges and agrees that Fit Food Fresh shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or material or information created, obtained or accessible through the Service or Site. Fit Food Fresh does not endorse, verify or otherwise certify the contents of any comments or other material, or information made by any Customer. Each Customer is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information
- Customer acknowledges and agrees that the Service may only be used by approved Customers and End Users.
- Customer acknowledges and agrees that each Customer is solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all use of the Site and Service are in compliance.
6- Breaches by Customers
- upon complaint or claim from any third party, if Fit Food Fresh has reasonable grounds to believe that such Customer has willfully or materially failed to perform your contract with such third party Including without limitation where the Customer has failed to deliver any items ordered by such third party after receipt of the purchase price, or where the items Customer has delivered materially fail to meet the terms and descriptions outlined in your contract with such third party,
- Fit Food Fresh has reasonable grounds to suspect that such Customer has used a stolen credit card or other false or misleading information in any transaction in connection with using the Service,
- Fit Food Fresh has reasonable grounds to suspect that any information provided by the Customer is not current or complete or is untrue, inaccurate, or misleading, or
- Fit Food Fresh believes that the Customer’s actions may cause financial loss or legal liability to Fit Food Fresh or our affiliates or any other Users.
- Each Customer further agrees that Fit Food Fresh is not responsible and shall have no liability to such Customer or anyone else, for any User Content or other material transmitted over the Site, Including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Customer.
7- Transactions made through the Site
- Fit Food Fresh provides an electronic web-based transaction platform for Customers to place Orders.
- Each User acknowledges that it is fully assuming the risks of conducting any purchase in connection with using the Site or Service, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions using the Site. Such risks shall Include, but are not limited to, misrepresentation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract and transportation accidents. Such risks also Include the risks that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate any rights of third parties, and the risk that User may Incur costs of defense or other costs in connection with third parties’ assertion of rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by third parties. Such risks also Include the risks that consumers, other purchasers, end-users of products or others claiming to have suffered injuries or harms relating to products originally obtained by Users of the Site as a result of purchase and sale transactions in connection with using the Site may suffer harms and/or assert claims arising from their use of such products. All of the foregoing risks are hereafter referred to as “Transaction Risks”. Each User agrees that Fit Food Fresh shall not be liable or responsible for any damages, claims, liabilities, costs, harms, Inconveniences, business disruptions or expenditures of any kind that may arise as a result of or in connection with any Transaction Risks.
- Users are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Site or Service, Including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
- User agrees to provide all information and materials as may be reasonably required by Fit Food Fresh in connection with such User’s transactions conducted on, through or as a result of use of the Site or Service. Fit Food Fresh has the right to suspend or terminate any User’s account if the User fails to provide the required information and materials.
- In the event that any User has a dispute with a transaction, such User agrees to release and indemnify Fit Food Fresh (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (Including without limitation any actual, special, Incidental or consequential damages) arising out of or in connection with such transaction.
8- Limitation of Liability
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES PROVIDED BY Fit Food Fresh ON OR THROUGH THE SITE ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, AND Fit Food Fresh HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, AND UNDERTAKINGS ARE HEREBY EXCLUDED.
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, Fit Food Fresh MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITE; Fit Food Fresh DOES NOT REPRESENT OR WARRANT THAT THE MANUFACTURE, IMPORTATION, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SITE DOES NOT VIOLATE ANY THIRD PARTY RIGHTS; AND Fit Food Fresh MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE SITE.
- Any material downloaded or otherwise obtained through the Site is done at each User’s sole discretion and risk and each User is solely responsible for any damage to Fit Food Fresh’s computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from Fit Food Fresh or through or from the Site shall create any warranty not expressly stated herein.
- The Site may make available to User services or products provided by independent third parties. No warranty or representation is made with regard to such services or products. In no event shall Fit Food Fresh and our affiliates be held liable for any such services or products.
- Each User hereby agrees to indemnify and hold harmless Fit Food Fresh, our affiliates, directors, officers and employees from any and all losses, claims, liabilities (Including legal costs and attorneys’ fees) which may arise from such User’s use of the Site or Service (Including but not limited to the display of such User’s information on the Site) or from your breach of any of the terms and conditions of the Terms. Each User hereby further agrees to indemnify and hold harmless Fit Food Fresh, our affiliates, directors, officers and employees, from any and all losses, damages, claims, liabilities (Including legal costs and attorneys’ fees) which may arise from User’s breach of any representations and warranties made by User to Fit Food Fresh Including but not limited to those set forth in Section 5 and 10.
- Fit Food Fresh shall not be liable for any special, direct, indirect, punitive, Incidental or consequential damages or any damages whatsoever (Including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following:
- the use or the inability to use the Site or Service, Including loss of data or downtime;
- any malfunction on the Site or with the Service, Including failure to deliver notifications to Users and Customers;
- any defect in goods, samples, data, information or services purchased or obtained from a User or any other third party through the Site;
- violation of rights of third parties or claims or demands that User’s manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate the rights of any third parties; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by third parties;
- unauthorized access by third parties to data or private information of any User;
- statements or conduct of any User of the Site, Including misleading, malicious, or criminal use of the Service by a User; and
- any matters relating to Service however arising, Including negligence.
- Notwithstanding any of the foregoing provisions, the aggregate liability of Fit Food Fresh, our employees, agents, affiliates, representatives or anyone acting on our behalf with respect to each User for all claims arising from the use of the Site or Service during any calendar year shall be limited to the greater of (a) the amount of fees the User has paid to Fit Food Fresh or our affiliates during the calendar year and (b) US $100.00. The preceding sentence shall not preclude the requirement by the User to prove actual damages.
9- Force Majeure
Under no circumstances shall Fit Food Fresh be held liable for any delay or failure or disruption of the content or services delivered through the Site resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, Including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
10- Intellectual Property Rights
- Each Customer represents, warrants and agrees that (a) you shall be solely responsible for obtaining all necessary third party licenses and permissions regarding any User Content that you submit, post or display; (b) any User Content that you submit, post or display does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”); and (c) you have the right and authority to sell, trade, distribute or export or offer to sell, trade, distribute or export the products or services described in the User Content and such sale, trade, distribution or export or offer does not violate any Third Party Rights.
- Each Customer further represents, warrants and agrees that the User Content that you submit, post or display shall:
- be true, accurate, complete and lawful;
- not be false, misleading or deceptive;
- not contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable;
- not promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- not violate other Terms or any applicable Additional Agreements
- not violate any applicable laws and regulations (Including without limitation those governing export control, consumer protection, unfair competition, or false advertising) or promote any activities which may violate any applicable laws and regulations;
- not infringe any patent, trademark, trade secret, copyright or other intellectual property rights of any other person.
- not promote any illegal activity, or advocate, promote or assist any unlawful act;
- All User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, Including User Content, accessed by you using the Site is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any content you access on or through the Site is or will continue to be accurate.
- You hereby grant Fit Food Fresh a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit any User Content you post, display or provide to Fit Food Fresh or our representative(s) in connection with the Site and our (and our successors’ and assigns’) businesses, Including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels (Including, without limitation, third party websites and feeds). You also hereby do and shall grant each user of the Site a non-exclusive, perpetual license to access your User Content through the Site, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content. For clarity, the foregoing license granted to us and our Users does not affect your other ownership or license rights in your User Content, Including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third-party rights, Including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
- All legal notices or demands to or upon Fit Food Fresh shall be made in writing and sent to Fit Food Fresh, Inc by courier, certified mail, or facsimile to the following address: Fit Food Fresh, Inc, c/o Michael Davis, 129 NW 13th St. #33, Boca Raton, FL 33432, The notices shall be effective when they are received by Fit Food Fresh.
- All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to Fit Food Fresh. Notice to a User shall be deemed to be received by such User if and when Fit Food Fresh is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User.
- You agree that all agreements, notices, demands, disclosures and other communications that Fit Food Fresh sends to you electronically satisfy the legal requirement that such communication should be in writing.
12- Specific Copyright Infringement Notices
- We do not undertake to review all material before it is posted on the Site and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. In the unlikely event we receive a disclosure request from an authorized party, we reserve the right to disclose user identities when required to do so by the law, Including in response to a law enforcement request supported by a valid court order. You waive and hold harmless the Company from any claims resulting from any action taken by the Company during or as a result of its investigations and from any actions taken as a consequence of investigations by either the Company or law enforcement authorities.
- If you believe that any User Content violates your copyright, please follow the procedure set forth by article 512(c) of the DMCA and provide us a written takedown notice Including 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 us to locate the material.
- Information reasonably sufficient for us to contact you, such as email, address, telephone number.
- A statement that you 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.
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- The notice should be addressed via Certified Mail to Fit Food Fresh, Inc, c/o Michael Davis,129 NW 13th St. #33, Boca Raton, FL 33432.
13- Dispute Resolution and Arbitration Agreement
- Jury Trial Waiver. You and Fit Food Fresh acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable disputes.
- No Class Actions or Representative Proceedings. You and Fit Food Fresh acknowledge and agree that we are each waiving the right to participate as a plaintiff or class Customer in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all Disputes. Further, unless you and Fit Food Fresh both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable with respect to any dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such dispute.
- Severability as to Arbitration Agreement. Except as provided in Section 13.4, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
14- General Provisions
- Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.