|
This Advertising and
Listing Terms Of Service Agreement (hereinafter referred to as “ALTOS”)
describes the terms and conditions applicable to your advertising, listing
and/or publishing information (hereinafter “HOSTING”) about or for your business
(hereinafter “BUSINESS”) on D. J. Ardore, Inc. (hereinafter “ARDORE”) owned
websites (hereinafter “WEBSITE”) and the content utilized including but not
limited to text, electronic images, photographic images, virtual tours, video,
recipes, menus, hours, driving directions, business description, coupons,
entertainment information, business name and/or logo and all content used or
hyperlinked from business website, trademarks, service marks registered or
otherwise (hereinafter ”CONTENT”) published on ARDORE owned websites.
This ALTOS constitutes an
agreement between ARDORE on one hand and the BUSINESS its officers, directors,
partners, employees and agents severally and together as may be allowed by law
on the other hand.
ARDORE may revise and update this agreement periodically, without notice.
THE BUSINESS AGREES TO BE BOUND BY ANY SUCH REVISION AND/OR UPDATE TO THIS
AGREEMENT AND THEREFORE AGREE TO VISIT
http://www.restaurantpassion.com/AdvertisingTerms.html
LOCATED ON THE INTERNET TO REVIEW THE AGREEMENT FROM TIME TO TIME TO KEEP THE
BUSINESS CURRENT AS TO ANY REVISIONS AND UPDATES AT LEAST ONCE A MONTH.
Use of Materials and Content, Restrictions, Copyrights
All CONTENT including but not limited to text, electronic images, virtual tours
and video created by ARDORE and/or for ARDORE WEBSITE is and shall remain ARDORE
property. None of the CONTENT created and/or owned by ARDORE may be saved,
downloaded, copied or reproduced in any form by the BUSINESS, including but not
limited to electronic, digital, mechanical, and photocopying without the prior
written consent by ARDORE. All CONTENT on this WEBSTE is for viewing purposes
only. No permission is granted to download, save and/or use any of the CONTENT
on this WEBSITE unless the prior written consent is granted by ARDORE to do so.
Additionally, the CONTENT of this website is not to be saved, downloaded and or
published on all non-ARDORE owned computer servers and/or networks.
ARDORE reserves the right to use, to license and/or allow others to use CONTENT
created by ARDORE in any format, manner and/or media outlet whatsoever
including, but not limited to: publicity, advertising, promotion, commercial
broadcast, network broadcast, merchandising, and for all other purposes to be
determined by ARDORE. BUSINESS acknowledges and agrees that all rights now known
or hereinafter existing of any kind and nature, including but not limited to
copyrights in and to such CONTENT created by ARDORE, belong to ARDORE without
the reservation of rights in BUSINESS. BUSINESS acknowledges and agrees that all
proceeds generated from the use of and/or license of CONTENT created by ARDORE
belong to ARDORE and that BUSINESS shall have no rights whatsoever therein.
WEBSITE CONTENT Hyperlink “Link In” Restrictions
The BUSINESS is not permitted to: use, hyperlink to and/or republish ARDORE
owned CONTENT on third party websites except, however, that the BUSINESS is
granted permission to hyperlink to ARDORE owned CONTENT which includes but is
not limited to Electronic Images, Virtual Tours and Video on the WEBSITE from
the BUSINESS’s website or other third party website provided that the BUSINESS
has purchased and paid all applicable “link in” fees to ARDORE, at prevailing
rates prior to creating and/or maintaining such hyperlink. Such “link in” fees
shall be determined by ARDORE and can be changed at the sole discretion of
ARDORE.
The BUSINESS acknowledges and agrees that the BUSINESS is not permitted to
publish and/or use ARDORE owned CONTENT on websites not owned by ARDORE.
Further, the BUSINESS acknowledges that should the BUSINESS elect to not renew
the HOSTING service herein, all “link in” rights previously granted by ARDORE
shall immediately terminate and CONTENT will no longer be accessible.
WEBSITE DYNAMIC WEB PAGES
ARDORE offers a service whereas information stored in ARDORE databases for
viewing on the ARDORE WEBSITE can be displayed in conjunction with the BUSINESS’
website or other third party website (hereinafter “DYNAMIC WEB PAGES”).
DYNAMIC WEB PAGES include but are not limited to BUSINESS menus, hours, coupons,
and events created by ARDORE for use in conjunction with the BUSINESS WEBSITE.
The DYNAMIC WEB PAGES shall remain the property of ARDORE. The BUSINESS shall be
granted the right to hyperlink to the DYNAMIC WEB PAGES at ARDORE’s sole
discretion from the BUSINESS’s website or other third party website provided the
BUSINESS has purchased and paid all applicable “link in” fees to ARDORE at the
prevailing rates prior to creating and/or maintaining such hyperlink. Such
prevailing rates shall be determined by ARDORE, at ARDORE’s sole discretion.
The BUSINESS acknowledges and agrees that the BUSINESS is not permitted to
publish and/or use in any manner, ARDORE owned DYNAMIC WEB PAGES on websites not
owned by ARDORE. Further, the BUSINESS acknowledges that should the BUSINESS
elect to not renew the HOSTING service herein, all “link in” rights previously
granted by ARDORE shall immediately terminate and DYNAMIC WEB PAGES shall no
longer be accessible.
ARDORE DYNAMIC WEB PAGE
SERVICES
ARDORE offers online
Reservations, Gift Certificate Purchasing and Food Ordering Dynamic web page
services (hereinafter “DYNAMIC WEB PAGE SERVICES”) for an annual fee and
incremental fee for each dynamic web page used by a WEBSITE user.
ARDORE offers DYNAMIC WEB PAGE SERVICES with the look and feel of the BUSINESS’s
website that can be accessed via hyperlink from the BUSINESS’s website. The
BUSINESS is granted a “link In” rights to hyperlink to ARDORE owned DYNAMIC WEB
PAGE SERVICES from the BUSINESS’s website or other third party website provided
that the BUSINESS has purchased and paid all applicable annual “link In” fees to
ARDORE at the prevailing rates prior to creating and/or maintaining such
hyperlink. Such prevailing rates shall be determined by ARDORE, in ARDORE’s sole
and absolute discretion.
The BUSINESS acknowledges and agrees that the BUSINESS is not permitted to
publish and/or use ARDORE owned DYNAMIC WEB PAGE SERVICES on websites not owned
by ARDORE. Further, the BUSINESS acknowledges that should the BUSINESS elect to
not renew HOSTING service herein, all “link In” rights previously granted by
ARDORE shall immediately terminate and DYNAMIC WEB PAGE SERVICES shall no longer
be accessible.
The BUSINESS agrees it will not use and/or disclose to others information
contained within DYNAMIC WEB PAGE SERVICES communications received by the
BUSINESS except to provide the WEBSITE user the specific product and/or service
requested in such communication except if the website user provides
authorization to do so.
The BUSINESS agrees ARDORE
is not responsible for any/all lost, late or misdirected electronic, fax and/or
e-mail communications sent to the BUSINESS as part of DYNAMIC WEB PAGE SERVICES
or for any computer, online, internet, telephone, fax machine or technical
malfunctions that may occur in conjunction with such DYNAMIC WEB PAGE SERVICES.
Restaurant Passion Video
Program
ARDORE offers a HOSTING
service whereas streaming video of a BUSINESS premises and/or cooking
demonstrations can be displayed on the WEBSITE (hereinafter “VIDEO PROGRAM”).
The BUSINESS must purchase the BASIC SERVICE as defined in the “Pricing for
HOSTING Services and Link In Fees” section of this agreement to participate in
the VIDEO PROGRAM.
Pricing for HOSTING
Services and Link In Fees
Published HOSTING services
and “link In” fee pricing may vary in different geographical areas and/or
jurisdictions. ARDORE reserves the right to revise pricing for all fees charged
and/or services it provides including but not limited to HOSTING service and
license fees. ARDORE reserves the right to revise pricing upon renewal of
HOSTING services herein. Pricing for licenses and/or services provided herein
are published separately and are provided to prospective and current ARDORE
clients upon request. ARDORE reserves the right to provide sale price,
promotional and/or special pricing to select BUSINESS’s at any time at its sole
discretion.
ARDORE HOSTING services
currently offered include but are not limited to:
(a) All services,
offered for the WEBSITE except for electronic images, virtual tours and video
preparations and online reservations, online gift certificates, online ordering
DYNAMIC WEB PAGE’s, DYNAMIC WEB PAGE SERVICES and the RPTV Program, (the “BASIC
SERVICE”);
(b) ARDORE offers
a HOSTING service VIDEO PROGRAM whereas streaming video of a BUSINESS premises,
cooking demonstrations and/or other video can be displayed on the WEBSITE;
(c) Creative
Preparations offered for a fee, which include but are not limited to, electronic
images, virtual tours and streaming video, which can be incorporated into web
pages that for HOSTING;
(d) DYNAMIC WEB
PAGE SERVICES offered as an interactive method by which WEBSITE users can
transmit online reservations, online gift certificate purchases, and online
ordering of food;
(e) DYNAMIC WEB
PAGES offered to allow the display of data stored in ARDORE owned databases onto
web pages, to be used in conjunction with the customer website;
(f) Link In FEES:
ARDORE charges “link In” fees for hyper linking to web pages containing ARDORE
owned CONTENT including but not limited to electronic images, virtual tours,
video, online reservations, online gift certificates, online ordering DYNAMIC
WEB PAGE’s, and DYNAMIC WEB PAGE SERVICES as defined herein; and
(g) HOSTING
service and Link In Fees, must be renewed upon term expiration at the
prevailing rates if the BUSINESS continues to use this service and access
CONTENT.
Gift Certificate Program
If a website user chooses
to purchase a gift certificate via this WEBSITE gift certificate online order
form for the BUSINESS, the BUSINESS has the option of utilizing one of the two
methods below to obtain gift certificate orders.
Online Credit Card Orders
(Payment
Information Provided Online)
ARDORE does not store,
process, and/or transmit gift certificate order credit card data. ARDORE
utilizes the secure services of a third party “payment gateway” retained by the
BUSINESS. ARDORE requires online payment transactions be completed via the
payment gateway method to allow for “Payment Card Industry” (PCI) compliance.
For information on Payment
Card Industry (PCI) compliance please visit:
http://en.wikipedia.org/wiki/PCI_DSS
https://www.pcisecuritystandards.org
Online
Courtesy/Convenience Orders
(No Payment Information
Provided Online)
(This method will no
longer be available after December 31, 2009)
ARDORE offers a
courtesy/convenience order process. This non online payment method allows for
the secure transmit of gift certificate order data (purchaser and ship to
information) without payment information. Upon the BUSINESS receipt of an
order, they shall contact the purchaser via telephone or the purchaser may
contact the BUSINESS via telephone, confirm a unique order number, then provide
the BUSINESS directly with payment information. In the event a purchaser feels
uncomfortable providing payment information from a BUSINESS inbound telephone
call, the BUSINESS shall suggest the purchaser call them back at their
establishment.
Gift Certificate
Conditions
Gift Certificates
purchased are to be valid for the period noted on the gift certificate online
order form and confirmation. Gift Certificates are NOT refundable and cannot be
redeemed for cash. The website user is purchasing the Gift certificates from the
BUSINESS selected and shall be charged for the Gift Certificates directly from
the BUSINESS. The BUSINESS agrees ARDORE is not responsible for lost,
misdirected and/or unprocessed Gift Certificates orders regardless of cause. The
BUSINESS agrees ARDORE is not responsible for lost, misdirected, incomplete or
failed order submissions. The BUSINESS acknowledge and agrees that ARDORE may
maintain a permanent record of the information provided for a gift certificate
order.
The BUSINESS agrees to
indemnify and hold harmless ARDORE, its directors, officers, employees, agents,
licensors, vendors, advertisers, and clients from all claims including
reasonable attorneys fees arising from or related to Gift Certificate order,
Gift Certificate purchase, Gift Certificate redemption, process of transmitting
and subsequent handling of gift certificate information provided to the
BUSINESS, to ARDORE, the website user and/or to the third party payment gateway.
Third Party Advertising On Website
ARDORE at its sole discretion may elect to publish third party advertisements
(hereinafter "ADS") on any webpage of this WEBSITE and/or in conjunction
with any CONTENT displayed on this WEBSITE. BUSINESS acknowledges and agrees
that ARDORE owns all rights of every kind and character to all the proceeds and
consideration generated from ADS displayed on WEBSITE; financial and or
otherwise. BUSINESS acknowledges and agrees that BUSINESS has NO rights to any
consideration and/or compensation financial and/or otherwise generated from ADS
displayed on WEBSITE.
ADS may be displayed in any format including but not limited to text, images,
banners and video. BUSINESS acknowledges and agrees that ADS can be displayed
on web pages containing BUSINESS CONTENT and/or in conjunction with any service
herein including but not limited to HOSTING, DYNAMIC WEB PAGES and/or DYNAMIC
WEB PAGE SERVICES.
ARDORE Rights To Use Materials Supplied By the BUSINESS
The term "MATERIAL" herein
shall be defined as all CONTENT and information that the BUSINESS submits to
ARDORE, is published on the BUSINESS’s website and/or authorizes ARDORE to use
in any capacity that ARDORE sees fit. The BUSINESS represents and warrants that:
(a) the MATERIAL is the BUSINESS’s original work, (b) the BUSINESS has full
right and power to enter into and perform this Agreement, and has secured all
third party consents, necessary to enter into this Agreement and to list the
MATERIAL on ARDORE websites, (c) the MATERIAL does not and will not infringe on
any third party's copyright, patent, trademark, trade secret or other
proprietary rights of publicity or privacy, or moral rights, (d) the MATERIAL
does not and will not violate any law, statute, ordinance or regulation, (e) the
MATERIAL is not defamatory, trade libelous, pornographic or obscene, (f) the
MATERIAL does not contain any viruses or other programming routines that
detrimentally interfere with computer systems or data, (g) all factual
assertions that the BUSINESS has made and will make to ARDORE are true, complete
and accurate. The BUSINESS agrees to execute and deliver documents to ARDORE,
upon ARDORE’s request, and such documents shall evidence or effectuate ARDORE’s
rights under this Agreement.
The BUSINESS hereby grant to ARDORE (by the act of, delivering, transmitting,
uploading MATERIAL to ARDORE and/or otherwise authorizing ARDORE to use and/or
publish MATERIAL as described in this agreement) a nonexclusive, worldwide,
royalty-free license to:
(a) edit, modify or convert the MATERIAL into form that will enable ARDORE to
display, broadcast, and transmit or otherwise communicate the MATERIAL in any
format, manner and/or media outlet and on any ARDORE owned website and/or
websites owned by others for the purpose of advertising and/or promoting the
BUSINESS products and/or services; and for advertising, promoting and/or selling
ARDORE websites, products, and/or services; and for other purposes including,
but not limited to: publicity, advertising, promotion, commercial broadcast,
network broadcast, merchandising as determined by ARDORE.
(b) edit, modify or convert the MATERIAL into form that will enable ARDORE to
display, broadcast, and transmit or otherwise communicate the MATERIAL on any
magnetic and/or digital format storage device including but not limited to CD
ROM, DVD and Internet download for the purpose of advertising and/or promoting
the BUSINESS products and/or services; and for advertising, promoting and/or
selling ARDORE websites, products, and/or services;
(c) reproduce, distribute, display, broadcast, and transmit or otherwise
communicate the MATERIAL for the purpose of advertising and/or promoting the
BUSINESS products and/or services; and for advertising, promoting and/or selling
ARDORE websites, products, and/or services;
(d) use any trademarks, service marks, trade names, and copyrighted matter
incorporated in the MATERIAL the BUSINESS sends to ARDORE for the purpose of
advertising and/or promoting the BUSINESS products and/or services; and for
advertising, promoting and/or selling ARDORE websites, products, and/or
services;
(e) use the name and likeness of any individuals embodied or represented in the
MATERIAL for the purpose of advertising and/or promoting the BUSINESS products
and/or services; and for advertising, promoting and/or selling ARDORE websites,
products, and/or services;.
Term of This Agreement
This Agreement shall become effective upon the BUSINESS’ written or verbal
authorization, and shall remain in effect for either: (i) the term of the
HOSTING service ordered by the BUSINESS or (ii) when all of the BUSINESS’s
MATERIAL are removed from the WEBSITE, whichever is longer or (iii) a claim or
liability against ARDORE arise after HOSTING service has been terminated and/or
after the BUSINESS’s MATERIAL are removed from the WEBSITE.
The BUSINESS authorizes
ARDORE to continue publication of MATERIAL on the WEBSITE after the HOSTING
service has terminated should ARDORE elect to do so at ARDORE’s sole
discretion.
The BUSINESS agrees to
provide ARDORE MATERIAL for publication on a timely basis. Failure on the
BUSINESS part to provide MATERIAL on a timely basis will not extend HOSTING
term, nor shall the BUSINESS be given any credit for not having a full and
complete HOSTING. The BUSINESS acknowledges that HOSTING service and “link In”
rights issued herein requires the BUSINESS to renew such service and “link In”
rights for a fee at prevailing rates at the end of the term of service. Should
the BUSINESS elect to not renew HOSTING service herein, all HOSTING service
and/or “link In” rights granted shall immediately terminate and CONTENT will no
longer be accessible.
Further, should “link In” rights for ARDORE CONTENT, DYNAMIC WEB PAGES and/or
DYNAMIC WEB PAGE SERVICES terminate or be revoked, the BUSINESS shall be
responsible for making all changes to the BUSINESS website to remove integration
of ARDORE CONTENT, DYNAMIC WEB PAGES and/or DYNAMIC WEB PAGE SERVICES at the
BUSINESS’s sole expense.
Compliance With Local Laws
ARDORE makes NO representation that the MATERIAL and CONTENT contained in
WEBSITE is legal in all jurisdictions. The BUSINESS is responsible to ensure
that all MATERIAL and CONTENT provided to ARDORE for use in this website is in
compliance with applicable state and local laws. The BUSINESS agrees to the
reasonableness of this provision and hereby agrees to take affirmative steps to
ensure compliance with all applicable state and local laws.
CONTENT & MATERIAL Accuracy
The BUSINESS agrees to review all MATERIAL that it provides to ARDORE for
completeness and accuracy. ARDORE shall not be responsible for typographical
errors or omissions of any kind. The BUSINESS agrees to review all MATERIAL
posted to the WEBSITE relative to the BUSINESS, for accuracy, each day after
providing ARDORE with such MATERIAL for publication until such MATERIAL are
published by ARDORE. Additionally, the BUSINESS agrees to bear the entire
liability arising from any claim resulting from any error or omission in
MATERIAL published to the website by ARDORE, or its agents, or the BUSINESS in
conjunction with HOSTING and/or regardless of whom is responsible for the error
or omission.
Maintenance and Update of CONTENT & MATERIAL On This Website
The BUSINESS agrees that it is responsible for maintaining and updating its
MATERIAL and CONTENT published on WEBSITE except for electronic images, virtual
tours and video. ARDORE allows for one (1) complimentary (No Charge) update of
the BUSINESS’s provided MATERIALS per month. Electronic images, virtual tours
and video shall be published to WEBSITE by ARDORE. If the BUSINESS requests
ARDORE to update its CONTENT or MATERIAL in excess of greater than one (1) time
in any given month, the BUSINESS agrees to pay the current prevailing labor
rate, to be determined by ARDORE, at that time the services are provided.
Minimum billing shall be one hour.
User Name and Password
The BUSINESS shall receive a User Name and Password for access to make changes
and modifications to the BUSINESS’s written CONTENT and MATERIAL published to
the WEBSITE.
The BUSINESS agrees not to disclose its user name and password to third
parties. The BUSINESS agrees that only one person may utilize a user name and
password. Should additional user names and passwords be needed the BUSINESS
agrees to contact ARDORE to provide same. The BUSINESS agrees to bear the entire
liability arising from any claim resulting from unauthorized access to WEBSITE
in conjunction with the user name and password provided to it.
Further, the BUSINESS agrees to bear the entire liability arising from any claim
resulting from all other types of other unauthorized access to WEBSITE that
results in the BUSINESS CONTENT or MATERIAL and/or other information stored on
WEBSITE server for the benefit of the BUSINESS being stolen, compromised,
damaged, corrupted, modified and/or destroyed, however arising.
Hyperlinks
The BUSINESS authorizes ARDORE to provide hyperlinks to third party websites
from HOSTING on ARDORE owned websites. The BUSINESS agrees that such third party
websites shall be maintained in good operating order as a matter of practice.
Additionally, the BUSINESS agrees to indemnify and hold harmless ARDORE against
any claim arising from hyperlinks to and/or from use of third party websites
that are linked to ARDORE owned websites, including but not limited to any claim
in connection with computer viruses, CONTENT, MATERIALS, goods or services
provided or offered by the BUSINESS, to the BUSINESS, or others and/or to ARDORE
or its website users. The BUSINESS is NOT permitted to hyperlink CONTENT
including, but not limited to, images and web pages on third party websites
and/or web servers to the website without ARDORE’s express written permission.
Hyperlinks are prohibited from third party websites to ARDORE owned websites
and/or CONTENT contained within ARDORE websites including but not limited to web
pages, electronic images, video and/or virtual tours.
Communications & Privacy
All MATERIAL,
CONTENT, information, or e-mail the BUSINESS transmits or provides to ARDORE
directly or indirectly, and/or to WEBSITE users, and/or to the WEBSITE by any
means will be considered NON-CONFIDENTIAL and NON-PROPRIETARY. The BUSINESS
agrees that any such MATERIAL, CONTENT, information or e-mail shall be the
property of ARDORE and may be used for any purpose whatsoever, including
ARDORE’S right to gain an economic advantage via commercial sales and/or use.
Further the BUSINESS
agrees that any CONTENT and/or MATERIAL, information or e-mail the BUSINESS
receives from ARDORE at the BUSINESS provided e-mail addresses and/or the
website users will be considered NON-CONFIDENTIAL and NON-PROPRIETARY, and shall
become the property of ARDORE and may be used for any purpose solely by ARDORE.
The BUSINESS agree not to transmit or provide any unlawful, threatening,
libelous, defamatory, obscene, pornographic or otherwise offensive material to
ARDORE and/or its WEBSITE users and/or the WEBSITE.
ARDORE is not responsible
for any/all lost, late or misdirected electronic, fax and/or e-mail
communications sent to the business or for any computer, online, internet,
telephone, fax machine or technical malfunctions that may occur in transmitting
such communication.
ARDORE Trademarks
ARDORE owns all its trademarks posted on the WEBSITE. ARDORE owned trademarks
may not be used without the prior written consent of ARDORE. The registered
trademarks “ARDORE”, “D. J.” “ARDORE'S”, “RESTAURANTARDORE”, “RESTAURANTPASSION”
and “WEDDDINGPASSION” are owned and belong exclusively to ARDORE. All other
trademarks or service marks registered and/or otherwise are owned by their
respective companies and cannot be used without their express permission.
Third Party Trademarks & Content
The BUSINESS agrees not to make any reference to third party trademarks, service
marks and/or CONTENT without the express written permission of the owner of such
trademarks, service marks and/or CONTENT. Such reference includes but is not
limited to restaurant reviews prepared and/or published by third parties.
Removal of Content or Materials From The Website
The BUSINESS agrees that ARDORE reserves the right to terminate HOSTING and/or
remove any of the BUSINESS’s MATERIAL or CONTENT from the website for any reason
it deems necessary without prior notice to the BUSINESS. Additionally, ARDORE
reserves the right to remove any MATERIAL or CONTENT that is involved in a
trademark, service mark or copyright dispute until the dispute is resolved by
mutual agreement of the parties involved or by a court of law.
Warranties
The BUSINESS represents and warrants that; (i) ARDORE makes no warranties that
the WEBSITE shall meet the BUSINESS requirements, or that WEBSITE is error free,
works properly and/or that the quality of this WEBSITE will meet the BUSINESS’s
expectations; (ii) the WEBSITE may not operate and/or display properly on all
Internet browsers. (iii) the WEBSITE may become non-operational due to normal
maintenance and occasional technical difficulties; and (iv) that it will not
make any claim (and will hold ARDORE harmless) against ARDORE for any
malfunction, loss of data, non-operation/display, non performance, of the
WEBSITE and/or WEBSITE database and/or WEBSITE files.
Payment for Products and Services
Payment for products and services provided to the BUSINESS by ARDORE is required
at time of sale unless other written arrangements are made in advance. All
overdue payments shall accrue interest at the lesser of one and one-half
(1-1/2%) percent per month or the maximum interest rate permitted by law. The
BUSINESS agrees to pay ARDORE for any costs incurred, including collection
agency fees and/or reasonable attorney fees in collecting overdue payments
and/or interest from the BUSINESS.
Indemnity
The BUSINESS agrees to
indemnify and hold harmless ARDORE, its directors, officers, employees, agents
and vendors from any claim arising from all services ARDORE provides to the
BUSINESS including but not limited to; HOSTING, DYNAMIC WEB PAGE SERVICES,
DYNAMIC WEB PAGES, Gift Certificate Program and/or from MATERIALS and/or CONTENT
on WEBSITE, or from any breach of this agreement, or from the BUSINESS’s
violation of any law or the BUSINESS’s violation of the rights of any third
party. Additionally, If legal action is threatened or commenced against ARDORE
in connection with services ARDORE provides to the BUSINESS and/or HOSTING and
MATERIALS published on this website, ARDORE shall give immediate written notice
thereof to the BUSINESS. The BUSINESS shall defend, indemnify and hold ARDORE
and its directors, officers, employees and agents, harmless against all claims,
suits, costs, damages, judgments, attorney fees, settlement or expenses
incurred, claimed, obtained or sustained by third parties, whether for
intellectual property infringement, dilution, misappropriation or otherwise,
arising out of HOSTING and/or providing MATERIAL for use on this website, or
from the BUSINESS’s breach of this agreement, or from the BUSINESS’s violation
of any law or the BUSINESS’s violation of the rights of any third party. The
BUSINESS shall have the right to defend any such action or proceeding with
attorneys of its own choosing. Should the BUSINESS fail to defend, ARDORE shall
have the right to defend such action at the BUSINESS’ expense.
Liability Limitation & Disclaimer of Warranties
THE BUSINESS AGREE THAT ARDORE, its directors, officers, employees, agents and
vendors SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DIRECT, INDIRECT,
SPECIAL OR CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDING BUT NOT LIMITED TO LOSS
OF PROFITS, DATA, OR GOODWILL ARISING OUT OF HOSTING HEREIN OR ANY OTHER SERVICE
PROVIDED BY ARDORE FOR THE BUSINESS ON WEBSITE OR IN CONNECTION WITH THE USE OR
ANY OTHER MATTER RELATING TO THIS WEBSITE HOWEVER ARISING, INCLUDING NEGLIGENCE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES; THEREFORE THIS LIMITATION MAY NOT APPLY TO BUSINESS.
Severability
Should any provisions of this Agreement be held by a court of law to be illegal,
invalid or unenforceable, the legality, validity and or impaired thereby,
enforceability of the remaining provisions of this Agreement shall not be
affected
Waiver
The waiver by ARDORE of a breach of any provision of this Agreement by the
BUSINESS shall not operate or be construed as a waiver of any other or
subsequent breach by the BUSINESS.
User Terms Of Service Agreement
The BUSINESS agrees to be additionally bound by the separate "Website User
Agreement", User Terms of Service (UTOS) accessible at
http://www.restaurantpassion.com/UserAgreement.html and from a hyperlink on
the Home Page of the WEBSITE.
Scope of Agreement
This Advertising and Listing Terms Of Service Agreement constitutes the entire
agreement between the BUSINESS and ARDORE, except for additional agreements and
forms completed in conjunction with placing an order with ARDORE, which are to
be incorporated into, and considered an integral part of this agreement. This
agreement supersedes any previous agreements on this subject. If any part of
this agreement is found to be unenforceable for any reason, all other parts of
this agreement shall remain in effect. Any non-enforcement of this agreement by
ARDORE shall not be considered a waiver of rights. The laws of the State of New
Jersey shall govern this agreement. The State of New Jersey is the exclusive
jurisdiction for disputes. Venue for any disputes will be in State court in
Morris County, New Jersey or Federal Court located in Newark, New Jersey unless
ARDORE selects a different venue.
D. J. Ardore, Inc. P.
O. 188, Mountain Lakes, NJ 07046
|