SECTION 8 OF THESE TERMS CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. THOSE TERMS AFFECT THE RIGHTS YOU HAVE IN ANY DISPUTE WITH US AND OUR AFFILIATES, AND HOW ANY SUCH DISPUTE MAY BE RESOLVED.
Grant of License and Restrictions on Use
a.Grant of License. Subject to the terms and conditions of these Terms, Sage Project grants You a limited, revocable, non-exclusive, non-sublicensable and nontransferable license to use (i.e., to access, download, install, stream, and display locally) the Services and Content (as defined below) solely for Your Personal Use. Use, reproduction, modification, distribution or storage of any Services or Content for any other purposes is expressly prohibited without prior written permission from Us. You shall not sell, license, rent, or otherwise use or exploit any Services or Content for non-Personal Use or in any way that violates any third party right. We also reserve the right to suspend or terminate this grant and Your use of the Services and/or Content for any or no reason at any time, with or without notice to You.
b.Use at Your Risk. WHILE WE MAY ATTEMPT TO VERIFY CONTENT, WE ASSUME NO OBLIGATION TO DO SO AND DO NOT GUARANTEE THAT ANY CONTENT ON OR ACCESSIBLE THROUGH THE SERVICES IS OR WILL CONTINUE TO BE ACCURATE. YOU ACKNOWLEDGE AND AGRRE THAT THE SERVICES AND CONTENT ARE MADE AVAILABLE TO YOU AND MAY BE USED BY YOU SOLELY AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY HARM (INCLUDING INJURY AND DEATH), DAMAGE OR LOSS TO YOU OR TO ANY THIRD PARTY ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES OR CONTENT. IF YOU HAVE ANY PARTICULAR ALLERGIES OR RELATED RISKS, WE VERY STRONGLY RECOMMEND INDEPENDENT VERIFICATION OF ALL CONTENT ACCESSED ON OR THROUGH THE SERVICES PRIOR TO CONSUMPTION.
c.Registration. You may be asked, or elect, to register for certain activities in connection with the Services by creating a user profile. When You register, You agree to provide accurate, current and complete information about Yourself as requested or directed on the Services and to promptly update this information to maintain its accuracy. We have the right to suspend or terminate any account or other registration and to refuse any and all current or future use of the Services if We suspect that such information is inaccurate or incomplete. You are responsible for maintaining the confidentiality of any password and username that You are given or select in connection with the Services, and You are responsible for all activities that occur under Your password or account.
d.Eligibility. The Services and Content are offered and available only to individuals who are 13 years of age or older. By accessing or using any Service, You represent and warrant that You meet the foregoing eligibility requirements. If You are under age 13, You may not, under any circumstances or for any reason, use the Services or Content. We may, in Our sole discretion, refuse to offer the Services and/or Content to any person or entity and change eligibility criteria at any time.
e.Compliance with Law. You are solely responsible for ensuring that these Terms and Your use of the System and Content are in compliance with all laws, rules and regulations applicable to You and the right to access the Services is revoked where these Terms or use of the Services or Content is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation.
f.Restrictions. You may not (and may not permit any third party to) access or use, or attempt to access or use, the Services or Content to take any action that could harm Sage Project or any third party, or interfere with the operation of the Services, nor may You use the Services in a manner that violates any applicable laws, rules or regulations. Without limiting the foregoing, You agree not to use any Service or Content:
i.In any way that violates any applicable federal, state, local or international law or regulation; including, but not limited to, in any way that infringes any intellectual property, right of publicity or other right of any third party;
ii.In any way that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by Us in Our sole discretion;
iii.To submit any information or Content You know, or have reason to know, is false, misleading, untruthful or inaccurate;
iv.To misrepresent, impersonate or attempt to impersonate Sage Project, a Sage Project employee, another user or any other person or entity, or the origin of any information You provide (including, without limitation, by using e-mail addresses associated with any of the foregoing);
v.To transmit, or procure the sending of, any unsolicited advertising or promotional material, including any “junk mail,” “chain letter,” “spam” or any other similar solicitation;
vi.To obtain or attempt to gain unauthorized access to any computer system, network, data, identification, password or other information, financial, health-related or otherwise, of Ours or of any third party, nor to bypass, circumvent or attempt to bypass or circumvent any measures We may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected directly or indirectly to the Services);
vii.To engage in unauthorized spidering, scraping, crawling or harvesting of Content or information, or use any other unauthorized automated, or manual, means to compile any Content or information from the Services;
viii.To upload or otherwise transmit any communication, software, or material that contains a virus or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of the Services or obtain unauthorized access to any system, data, password, Content or other information of Ours or of any third party, or is otherwise harmful to Our users' computers or systems;
ix.To use any device, software, or routine imposing an unreasonable or disproportionately large load on Our network (as determined by Us in Our sole discretion), to interfere or attempt to interfere with the proper working of the Services or any activity conducted on the Services or attempt to probe, scan, test the vulnerability of, or breach the security of any system, network or infrastructure;
x.To copy, rent, lease, or distribute the Services; modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Services; nor reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Services or any part thereof; or
xi.To engage in any other conduct that restricts or inhibits any person from using or enjoying the Services, or that, in Our sole judgment, exposes Us or any of Our users, affiliates, or any other third party to any liability, damages, or detriment of any type. Violations of system or network security and certain other conduct may result in civil or criminal liability. We may investigate and work with law enforcement authorities to prosecute users who violate these Terms. We reserve the right to access, read, preserve, and disclose any information as We reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect or System, Our rights, property or safety, and the rights, property or safety of Our users and the public.
g.No Ownership by You; Reservation of Rights. You acknowledge and agree that the Services and Content are provided under license, and not sold, to You. You do not acquire any ownership interest in the Services or Content (other than Your Content, as provided below) under these Terms, or any other rights thereto other than to use the Services or Content in accordance with the license granted, and subject to all terms, conditions and restrictions under these Terms. Sage Project and its licensors and service providers reserve and shall retain their entire right, title and interest in and to the Services and Content, including all intellectual property rights therein or relating thereto. Further, the Services and Content contain intellectual property owned by third parties, and all third party product names/brand names and content are trademarks or other intellectual property rights of their respective owners.
a.Content. For purposes of these Terms, “Content” includes, without limitation, any information, data, statistics, text, photographs, images, drawings, videos, GIFs, audio clips, written posts and comments, software, scripts, graphics, trademarks, logos, indicia, and interactive features generated, provided, or otherwise made accessible on or through the Services, including without limitation, Product Content and User Content (each as defined below).
b.Product Content. Companies and other entities that produce, market or distribute consumer products of the types included in the Services (“Products”) may upload or enter, or provide to Us for uploading or entry, Content relating to their Products (“Product Content”) into the Services in accordance with the terms and conditions of these Terms and any other requirements We impose. You are solely responsible for the Product Content that You make available to Us and/or to the Services, and for ensuring that such Product Content is, at all times, accurate, fully-substantiated, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. If You know, or have reason to believe, that any Product Content is inaccurate or incomplete in any way, You must promptly, if You have authorized access to do so, correct such Product Content and, if You do not have authorized access, inform Us as provided in “Contact Us” below. You acknowledge and agree that You are solely responsible and liable for all Content, including without limitation, categories, facility information, ingredients, components, caloric and nutritional measurements, dietary claims, sourcing, allergens, and certifications.
c.User Content. All Content that You add, create, upload, submit, distribute, or post to any Services (other than Product Content, “User Content”), whether publicly posted or privately transmitted, is Your sole responsibility. You represent that all User Content that You provide is true, accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. All statements and/or opinions expressed in these materials by users, and all articles and responses to questions, ratings or reviews and other User Content are solely the opinions and the responsibility of the person or entity providing those materials. User Content does not necessarily reflect Our view or opinion.
d.Content License. By submitting or transmitting Content to Us or to or through the Services, You grant Us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sub-licensable (through multiple levels) and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the Content in connection with the Services and Our and Our customers’ businesses, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and services), and including after termination of these Terms with respect to You and/or termination of Your access to, or use of, the Services. You also grant each user of the Services a non-exclusive, perpetual license to access Your Content through the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such Content, including after termination Your access to the Services, for Personal Use. For clarity, the foregoing license granted to Us and Our users does not affect Your other ownership or license rights in Your Content, including the right to grant additional licenses to Your Content, unless otherwise agreed in writing. You represent and warrant that You have all rights to grant such licenses to Us without infringing, violating or misappropriation of any third party rights, including without limitation, any intellectual property, privacy, publicity, or other proprietary rights
e.Availability of Content. We do not guarantee that any Content will be made available on or through the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Content in Our sole discretion, at any time, without notice to You and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if We are concerned that You may have violated these Terms), or for no reason at all and (ii) to remove or block any Content from the Services.
f.Copyright Claims If You are a copyright owner or a copyright owner's agent and You believe any Content submitted to and hosted on the Services infringes Your copyright(s), then You may submit a notification by following the rules of the Digital Millennium Copyright Act (“DMCA”), which require that You notify Our designated copyright agent with the following information in writing:
i.A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that You claim is infringed;
ii.A description of the copyrighted work that You claim has been infringed;
iii.A description of where the material that You claim is infringing is located on the Service;
iv.The address, telephone number, and/or electronic mail address at which the complaining party may be contacted;
v.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
vi.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.
It is Our policy to respond to notices of alleged infringement that comply with the DMCA. Accordingly, You understand that if You fail to comply with all of the requirements of the DMCA listed above, Your notice may not be valid. We will promptly terminate without notice the accounts of users that are determined by Us to be “repeat infringers”.
Our designated copyright agent to receive notifications and counter-notifications of claimed infringement can be reached as follows: Sage Project Copyright Claims, 335 Madison Avenue, 4th Floor, NY, NY, 10017, or by electronic mail at email@example.com. This contact information is only for reporting alleged copyright and other intellectual property infringement claims. Contact information for other matters is provided elsewhere in these Terms.
Sage Project is Not Providing Health or Medical Advice
WE ARE NOT ENGAGED IN RENDERING HEALTH, MEDICAL OR SIMILAR PROFESSIONAL SERVICES OR ADVICE VIA OUR SERVICES, AND THE INFORMATION PROVIDED IS NOT A SUBSTITUTE FOR THE PROFESSIONAL JUDGMENT OF A HEALTH CARE PROFESSIONAL IN DIAGNOSING AND TREATING PATIENTS, OR CREATING A DIETARY OR MEAL PLAN. YOU SHOULD CONSULT A PHYSICIAN, DIETICIAN, OR OTHER MEDICAL PROFESSIONAL FOR ADVICE REGARDING ANY MEDICAL CONDITION OR TREATMENT THEREOF. IN ADDITION, WE RELY ON THIRD PARTIES WITH RESPECT TO INGREDIENT INFORMATION – INCLUDING WITH RESPECT TO ALLERGENS – AND YOU ARE RESPONSIBLE FOR VERIFYING ALL PRODUCT INGREDIENTS BEFORE PURCHASING OR CONSUMING ANY PRODUCTS. THE SERVICES AND ALL CONTENT PROVIDED THEREIN ARE FOR PERSONAL, INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY. YOUR RELIANCE UPON ANY CONTENT, OR OTHER INFORMATION PROVIDED THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK.
Collection of Your Information
Term and Termination
Disclaimers; Limitation of Liability; Sole Recourse
a.Disclaimer of Warranties. YOUR USE OF THE SERVICES AND ANY CONTENT IS AT YOUR OWN RISK. THE SERVICES AND ALL CONTENT ARE PROVIDED ON AN "AS IS", “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. WE MAKE NO, AND HEREBY EXPRESSLY DISCLAIM ALL, REPRESENTATIONS AND WARRANTIES ABOUT THE OPERATION OF THE SERVICES, CONTENT OR THE INFORMATION, MATERIALS, GOODS, OR SERVICES APPEARING OR OFFERED ON OR THROUGH THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY, OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS OR OTHER UNAUTHORIZED OR MALICIOUS CODE, AND ANY WARRANTIES RELATING TO THE ACCURACY, RELIABILITY, CORRECTNESS, OR COMPLETENESS OF ANY CONTENT. FURTHER, WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. WE DO NOT WARRANT THAT THE SERVICES, CONTENT, FUNCTIONS, OR MATERIALS CONTAINED THEREIN WILL BE TIMELY, SECURE, ACCURATE, COMPLETE, UP-TO-DATE, FREE OF VIRUSES, MALICIOUS CODE OR ERRORS, OR UNINTERRUPTED.
b.Limitation of Liability. IN NO EVENT WILL SAGE PROJECT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, LOST PROFITS, OR OTHER DAMAGES OR LOSSES WHATSOEVER ARISING OUT OF YOUR ACCESS, USE, MISUSE, RELIANCE ON OR INABILITY TO USE THE SERVICES, CONTENT, OR ANY SITES LINKED, FROM OR ACCESSED THROUGH THE SERVICES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SAGE PROJECT, ANY OF ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE REPRESENTATIVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, OR IN CONNECTION WITH, ANY INTERRUPTION IN AVAILABILITY OF THE SERVICES OR CONTENT, FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE.
c.Sole Remedy. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR DAMAGES, WARRANTIES AND LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW. IF YOU ARE DISSATISFIED WITH THE SERVICES OR CONTENT, YOUR SOLE REMEDY IS TO STOP USING THE SERVICES.
You agree to defend, indemnify, defend and hold harmless Sage Project, its affiliates, and their respective officers, directors, employees, representatives, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees and expenses (including any incurred in enforcement of this provision), arising from or relating to Your (or any third party using Your identity) use or misuse of, or access to, the Services or Content, Content provided by You (or such third party), or Your (or such third party’s) breach of these Terms. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will assist and cooperate with Us in asserting any available defenses and providing any and all necessary or reasonable information and access (including to individuals).
Governing Law; Dispute Resolution
a.Governing Law. The laws in effect in the State of New York shall govern these Terms, without giving effect to its conflicts of law principles.
THE ARBITRATION OF DISPUTES PURSUANT TO THESE TERMS SHALL BE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED. YOU AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW: (1) ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE SERVICES AND/OR THESE TERMS, WILL BE RESOLVED INDIVIDUALLY THROUGH BINDING ARBITRATION AS SET FORTH ABOVE, WITHOUT RESORT TO ANY FORM OF CLASS ACTION; (2) ANY AND ALL CLAIMS, JUDGMENTS AND AWARDS WILL BE LIMITED TO ACTUAL THIRD PARTY, OUT-OF-POCKET COSTS INCURRED (IF ANY), BUT IN NO EVENT WILL ATTORNEYS' FEES BE AWARDED OR RECOVERABLE; (3) UNDER NO CIRCUMSTANCES WILL YOU BE PERMITTED TO OBTAIN ANY AWARD FOR, AND YOU HEREBY KNOWINGLY AND EXPRESSLY WAIVE ALL RIGHTS TO SEEK, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS AND/OR ANY OTHER DAMAGES, OTHER THAN ACTUAL OUT OF POCKET EXPENSES, AND/OR ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED; AND (4) YOUR REMEDIES ARE LIMITED TO A CLAIM FOR MONEY DAMAGES (IF ANY) AND YOU IRREVOCABLY WAIVE ANY RIGHT TO SEEK INJUNCTIVE OR EQUITABLE RELIEF. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY, SO THE ABOVE MAY NOT APPLY TO YOU.
THE ARBITRATOR'S AWARD SHALL BE BINDING AND MAY BE ENTERED AS A JUDGMENT IN A COURT OF COMPETENT JURISDICTION. YOU AGREE THAT WE MAY SEEK ANY INTERIM OR PRELIMINARY RELIEF FROM A COURT OF COMPETENT JURISDICTION IN NEW YORK COUNTY, NEW YORK, RESONABLE OR NECESSARY TO PROTECT ITS RIGHTS OR PROPERTY PENDING THE COMPLETION OF ARBITRATION.
a.Amendment of These Terms. Sage Project reserves the right to change or modify these Terms at any time in Our sole discretion without further notice. Such changes, revisions, or modifications shall be effective immediately upon being posted in relation to the Services. Continuing to use the Services after We post changes to these Terms constitutes Your acceptance of those changes. You are expected to check this page so You are aware of any changes, as they are binding on You.
b.Severability. If any provision of these Terms is held to be void, illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms will continue in full force and effect.
c.Headings for Convenience Only. Headings are provided for convenience only, and no interpretation or construction of these Terms shall be derived from or based on headings.
d.No Waiver. No waiver of by Sage Project of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Sage Project to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
e.Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect.
f.Assignability. These Terms are personal to You, and are not assignable, transferable or sublicensable by You except with Our prior written consent. We may assign, transfer or delegate any of Our rights and obligations hereunder without consent.
g.Notices. Unless otherwise specified in these Term of Service, all notices under these Terms 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. Electronic notices should be sent to firstname.lastname@example.org.
h.Entire Agreement. These Terms constitute the entire agreement between You and Sage Project with respect to the Services and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Services.
i.Survival. Any provisions of these Terms which, by their nature, are intended to survive, shall survive the termination of these Terms regardless of the reason or reasons therefore.
If You have any questions about these Terms, please contact Us at 335 Madison Avenue, 4th Floor, NY, NY, 10017, or via e-mail at email@example.com.
Last Updated: March 10, 2016.