1. Acceptance Of Terms
The following are the current terms and conditions for use of the Social Grocery.com website (Site) and the content, forums and services available at the Site (taken together, Service). The Service is owned and operated by MyWebGrocer, Inc. (Grocery). Except certain aspects of the Service that may be available to Public Users, the Service is provided only to Members (as such terms are defined below). The Service is offered subject to acceptance without modification of all of the terms and conditions contained herein (Terms of Service). The Terms of Service include all other operating rules, policies and procedures that may be published at the Site by Social Grocery from time to time (collectively, Policies), including without limitation the policies in respect of
The Terms of Service are in addition to (not in lieu of) any other agreement (whether in writing or electronically) that you have entered into with Social Grocery (now or in the future) regarding any Service (Other Agreements). If there is any conflict between the Terms of Service and those of any Other Agreement, the terms of the Other Agreement shall control.
IF YOU DO NOT AGREE TO ALL OF THE TERMS OF SERVICE, OR IF YOU ARE NOT ELIGIBLE OR AUTHORIZED TO ENTER INTO THIS AGREEMENT, THEN DO NOT ACCESS OR USE THE SERVICE. COMPLETING THE REGISTRATION PROCESS OR OTHERWISE ACCESSING OR USING ALL OR ANY PART OF THE SITE OR SERVICE WILL CONSTITUTE ACCEPTANCE AND CREATE A LEGALLY ENFORCEABLE CONTRACT UNDER WHICH YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF SERVICE, WITHOUT MODIFICATION.
Social Grocery reserves the right, at its sole discretion, to modify or replace the Terms of Service (including any Policy), in whole or in part, at any time. Social Grocery will use reasonable efforts to notify Users of any material change at least 30 days in advance of the effective date of any change. Change notices may be communicated by postings at the Site or, in the case of Members, electronic mail. In any case, Users should periodically check the Terms of Service for changes. Continued use of the Service following such notice of any change to the Terms of Service constitutes User's acceptance of those changes. The Terms of Service may not otherwise be amended, except by written Product executed by User and Social Grocery. Social Grocery reserves the right to terminate the Service, in whole or in part, at any time.
You must be at least 13 years of age to visit the Site and use the Service. If you do not so qualify, you are prohibited from accessing, using and registering for the Service. Social Grocery will not collect personally identifiable information from any person that is actually known to us to be a child under the age of 13. The term Users includes all registered and unregistered users that access or use the Site or Service. Each User that properly completes the registration process shall be considered a Member for the purposes of the Terms of Service. Users that do not complete the registration process, or whose registration is not accepted, shall be considered Public Users. Public Users have limited access to the Service. Social Grocery may refuse to offer or continue offering the Service to any person or entity and may change its eligibility criteria from time to time.
To become a Member, the User must complete the registration process by providing Social Grocery with current, complete and accurate information. As applicable, prospective Members may be required to supply: Facebook username; Twitter username; zip code; and legitimate electronic mail address. Members shall maintain and update their registration data from time to time, to ensure that it is always current, complete and accurate. Users may apply for registration at http://socialgrocery.com. Social Grocery may refuse to accept any User's application to register as a Member, in its sole discretion.
Upon acceptance, Social Grocery will provide access to the Member. Each Member is solely responsible for maintaining the confidentiality of its access credentials and other account information, and will be solely liable for any and all activities under its account. Member shall be responsible for keeping all account information up-to-date. Member agrees to notify Social Grocery immediately of any unauthorized use of Member's account or any other breach of security.
ACTUAL PRODUCT PACKAGING AND MATERIALS MAY CONTAIN ADDITIONAL AND/OR DIFFERENT INGREDIENT, NUTRITIONAL OR PROPER USAGE INFORMATION THAN THE INFORMATION DISPLAYED ON OUR WEBSITE. YOU SHOULD NOT RELY SOLELY ON THE INFORMATION DISPLAYED ON OUR WEBSITE AND YOU SHOULD ALWAYS READ LABELS, WARNINGS AND DIRECTIONS PRIOR TO USING OR CONSUMING A PRODUCT. IF YOU HAVE QUESTIONS OR REQUIRE MORE INFORMATION ABOUT A PRODUCT, YOU SHOULD CONTACT THE MANUFACTURER DIRECTLY. CONTENT ON THIS WEBSITE IS FOR GENERAL REFERENCE PURPOSES ONLY AND IS NOT INTENDED TO SUBSTITUTE FOR ADVICE GIVEN BY A PHYSICIAN, PHARMACIST OR OTHER LICENSED HEALTH CARE PROFESSIONAL. YOU SHOULD NOT USE THE INFORMATION PRESENTED ON THIS WEBSITE FOR SELF-DIAGNOSIS OR FOR TREATING A HEALTH PROBLEM. MYWEBGROCER ASSUMES NO LIABILITY FOR INACCURACIES OR MISSTATEMENTS REGARDING ANY PRODUCT.
7. Fees And Payments
At this time, Users may access the Site and use the Service without charge. In the future, Social Grocery may decide to charge for certain features of the Service (or to change the price charged for such features), in which case Users will be notified of that change in accordance with Section 2. Should any User elect to subscribe to such features, User hereby agrees to pay all applicable fees resulting from use of that feature of the Service, in the amounts, at the times and subject to the other payment terms described on the Site or in the Terms of Service.
8. User Rules And Contacts
The Service is provided to Users only for their personal use and internal business purposes. Any unauthorized use of the Service (including without limitation, accessing any aspect of the Service for which the User is not authorized, or any commercial use of the Service, such as, for example, reselling any content or information to third parties) is expressly prohibited. Each Member is solely responsible for all acts or omissions that occur under its account, and the content of postings and transmissions to or via the Service. Social Grocery shall own all data and other content received, created, used, compiled or stored by Social Grocery in connection with operating the Service.
As a condition of use, each User hereby promises that it will not use the Service for any purpose that is unlawful or prohibited by the Terms of Service or any Other Agreement, or any other purpose not reasonably intended by Social Grocery. User agrees to abide by all applicable local, state, national and international laws, regulations and rules.
By way of example, and not limitation, each User agrees not to (a) take any action or (b) upload, post, submit or otherwise distribute or facilitate distribution of any content (including text, communications, software, photographs, videos, sound recordings, data or other information) using any communications service, discussion forum, directory, survey, feedback or other service available on or through the Service, in any manner, that:
- is unlawful, deceptive, misleading, fraudulent, threatening, abusive, harassing, libelous, invasive of another's privacy, obscene, profane or which otherwise violates the Terms of Service or any Other Agreement;
- infringes any patent, trademark, trade secret, copyright, right of publicity, privacy right or other right of any party;
- constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming"), chain letters or any form of lottery or gambling;
- imposes an unreasonable or disproportionately large load on Social Grocery's computing, storage or communications infrastructure, or attempts to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or otherwise;
- contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware or network system or to damage or obtain unauthorized access to any system, data or other information of Social Grocery or any third party; or
- harvests, scrapes or collects any information from the Site; or
- impersonates any person or entity, including any employee or representative of Social Grocery.
Social Grocery may, at its sole discretion, immediately suspend or terminate any User's access to the Service should its conduct fail (or appear to fail) to conform strictly with any provision of this section.
Social Grocery has no obligation to monitor the Service or any User’s use thereof. However, Social Grocery reserves the right at any time and without notice to monitor, review, retain or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request or investigation (including law enforcement).
Social Grocery does not undertake to pre-screen, authenticate, validate, monitor, moderate or edit the content posted by Users. However, Social Grocery and its agents have the right, at their sole discretion, to remove at any time any content that, in Social Grocery's judgment, does not comply with the Terms of Service or any Other Agreement or otherwise appears harmful, objectionable or inaccurate. Social Grocery is not responsible for any failure or delay in removing any such content. User shall not post any confidential content or other information that it desires to keep secret.
10. Third Party Sites
The Service may permit Users to link to other websites on the Internet. These other websites are not under Social Grocery's control, and User acknowledges and agrees that Social Grocery is not responsible for the accuracy, legality, appropriateness or any other aspect of the content or function of such websites. The inclusion of any such link does not imply endorsement of the website by Social Grocery or any association with its operators.
11. Participation In Promotions Of Affiliates
Any dealings with advertisers and other vendors (collectively, Site Affiliates) on the Service or participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties, or representations associated with such dealings or promotions, are solely between the User and Site Affiliate or other third party. Social Grocery is not responsible or liable for any part of any such dealings or promotions.
12. Proprietary Rights
User acknowledges and agrees that the Service and all content and materials created by or for Social Grocery and made available on the Site are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, and Social Grocery shall own and retain all rights, title and interests (including all intellectual property and proprietary rights) therein and thereto. Except as expressly authorized by Social Grocery, each User agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of the Service or such content and materials. However, unless the Service otherwise restricts the Member from doing so, Member may print or download a reasonable number of copies of the materials or content from the Site for the Member's personal or internal business purposes; provided, that Member retains all copyright and other proprietary notices contained therein. Systematic retrieval of data or other content from the Site by any User to create or compile, directly or indirectly, a collection, database or directory is strictly prohibited without Social Grocery's express prior written permission. Reproducing, copying or distributing any content, materials or design elements from the Site for any other purpose is strictly prohibited without Social Grocery's express prior written permission. Attempting to access or use the Service, content or materials for any purpose not expressly permitted in the Terms of Service is prohibited.
13. License To Social Grocery
By uploading, posting, submitting or otherwise distributing content of any kind to the Site, each User hereby:
- grants and agrees to grant to Social Grocery and its affiliates and licensees a non-exclusive, transferable, perpetual, irrevocable, royalty-free right and license (with right to sublicense) to use, reproduce, publicly display, publicly perform, adapt, collect, modify, delete from, distribute, transmit, promote and make derivative works of the content, in any form; and
- represents and warrants to Social Grocery that User owns or otherwise controls all rights to such content and that public disclosure and use of User's content by Social Grocery (including without limitation, publishing content at the Site) will not infringe or violate the rights of any third party; and
- acknowledges and agrees that the content is intended to and will be made available to and used by Social Grocery and other Users.
Notwithstanding the foregoing, the Service may provide each User with the ability to remove some or all of the content posted to the Site by such User. Following any such removal, Social Grocery will use commercially reasonable efforts to discontinue any further display, performance and distribution of such content by Social Grocery at the Site; provided, however, User acknowledges and agrees that Social Grocery may continue using such content in the same manner and for the same purposes as it did prior to removal of such content (such as, for example, content used in any advertising created prior to removal) and that Social Grocery shall have no responsibility or liability in respect of any content that has been shared with other Users via the Service or that has been downloaded, transmitted or copied by Users to other websites, systems and devices.
Social Grocery may terminate any User's access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately. If Member wishes to terminate its registration and account, Member may do so at any time by emailing email@example.com. Upon any termination, all rights and obligations of the parties shall cease and User shall immediately cease using the Service, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) and all remedies for breach of the Terms of Service shall survive and (b) the provisions of Sections 11-22 shall survive. After termination, Social Grocery has no obligation to maintain any content in Member's account or to forward any unread or unsent messages to Member or any other User or third party.
15. Disclaimer Of All Warranties
User agrees that Social Grocery shall not be responsible or liable for any unauthorized access to, alteration or use of User's account, transmissions or data, any material or data sent or received or not sent or received through the Service. User agrees that Social Grocery is not responsible or liable for any threatening, defamatory, obscene, offensive, illegal or other content or conduct of any third party or any infringement of another's rights, including intellectual property rights.
EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". THE SERVICE IS PROVIDED WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, INTEGRATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. SOCIAL GROCERY, AND ITS AFFILIATES, LICENSORS AND SUPPLIERS DO NOT WARRANT THAT: (A) ANY INFORMATION IS TIMELY, ACCURATE, RELIABLE OR CORRECT; (B) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR PLACE; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (D) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) ANY RESULT OR OUTCOME CAN BE ACHIEVED. USER’S USE OF THE SERVICE) IS SOLELY AT ITS OWN RISK.
16. Limiation Of Liability
IN NO EVENT SHALL SOCIAL GROCERY (OR ITS AFFILIATES, LICENSORS AND SUPPLIERS) BE LIABLE CONCERNING THE SUBJECT MATTER RELATED TO THE SERVICE, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, INVESTMENT LOSSES OR LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) DAMAGES, IN THE AGGREGATE, IN EXCESS OF AMOUNTS PAID TO SOCIAL GROCERY BY USER (AND RETAINED BY SOCIAL GROCERY) HEREUNDER DURING THE PREVIOUS 12-MONTH PERIOD, OR US$50.00, WHICHEVER IS GREATER, EVEN IF SOCIAL GROCERY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. SOME STATES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
User agrees to (a) defend Social Grocery and its employees, contractors, officers, directors and representatives against any action or suit by a third party that arises out of User’s use or misuse of the Service, or User’s breach of any of its representations, warranties or covenants under this Agreement and (b) indemnify Social Grocery for settlement amounts or damages, liabilities, costs and expenses (including reasonable attorneys’ fees) awarded and arising out of such a claim. Social Grocery reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event User will assist and cooperate with Social Grocery in asserting any available defenses.
18. International Use
Social Grocery makes no representation that the Service is appropriate or legally available for use in locations outside the United States, and accessing and using the Service is prohibited from territories where doing so would be illegal. Users which access the Service from other locations do so at their own initiative and are responsible for compliance with local laws.
19. Disputes: Choice Of Law And Forum
A printed version of the Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. User and Social Grocery agree that any claim or cause of action arising out of or related to the Service must commence within one (1) year after the claim or cause of action arose; otherwise, such cause of action is permanently barred.
The Terms of Service shall be governed by and construed in accordance with the laws of the State of Vermont, excluding its conflicts of law rules, and the United States of America. In the event of any conflict between foreign laws, rules and regulations, and US laws, rules and regulations shall govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Terms of Service. User expressly agrees that the exclusive jurisdiction for any claim or action arising out of or relating to the Terms of Service or use of the Site or Service shall be filed only in the state or federal courts located in Burlington, Vermont, USA, and User further agrees and submits to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Service, including without limitation, this section.
20. Integration And Severability
The Terms of Service (including the Policies, and together with any Other Agreements) are the entire agreement between User and Social Grocery with respect to the Service and use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between User and Social Grocery with respect to the Service. If any provision of the Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Service will otherwise remain in full force and effect and enforceable.
21. General Provisions
User's rights and obligations under the Terms of Service are personal to User, and are not assignable, transferable or sublicensable by User except with Social Grocery's prior written consent. Social Grocery may assign, transfer or delegate any of its rights and obligations hereunder without consent. All waivers, consents and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment relationship is created as a result of the Service or Terms of Service, and neither party has any authority of any kind to bind the other in any respect. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
The Terms of Service and all content provided by Social Grocery are Copyright © 2011 MyWebGrocer, Inc. and/or its licensors or suppliers. Social Grocery and SocialGrocery are either trademarks or registered trademarks of MyWebGrocer. The names of companies and other products and services mentioned at the Site may be the trademarks or service marks of their respective owners. Any rights not expressly granted herein are reserved.