Last Updated: May 29, 2019
- This Agreement.
1.1 Acceptance. Please read this Agreement carefully before accessing the Website. In order to use the Website and before you purchase any of our products and/or services, you must first agree to be bound by the terms and conditions set forth in this Agreement. By accessing the Website or otherwise by purchasing any of our products and/or services, Visitors indicate that they have read, understood and agree to be bound by the terms and conditions set forth in this Agreement. Registrants indicate that they have read, understood and agree to be bound by the terms and conditions set forth in this Agreement by one of the methods set forth above. If you do not agree to be bound by this Agreement, you are not authorized to use the Website. Furthermore, you are not authorized to use the Website if you are a person barred from using the Website either (i) under the laws of the country in which you reside or from which you are attempting to access the Website, or (ii) due to prior violations of this Agreement.
1.2 Modification. We reserve the right to modify this Agreement at any time without notice except as otherwise set forth in this Agreement. You are required to periodically review this Agreement to be aware of such modifications. You further agree that your continued use of the Website after any such modifications have been made shall be deemed to be your conclusive acceptance of any modified version of this Agreement. We will indicate that changes to this Agreement have been made by updating the date indicated after “Last Updated” at the beginning or end of this Agreement. We will be happy to provide you with prior versions of this Agreement upon your written request to us. If you do not agree to abide by the version of this Agreement in force at any time, whether the initial version or any modified version thereof, then you are not authorized to use the Website. A current version of this Agreement is accessible via the footer of the Website’s homepage.
2.1 Profile; Password. You will only be able to use certain functionality of the Website if you register with us. If you decide to register with us, you will receive or create a user ID and password (“Profile”) to access your Registrant account (“Account”). You shall not allow any third party to use your Profile or Account to access the Website and you shall strictly safeguard all information that would enable any individual or entity to access the Website by using your Profile. You are fully responsible for your failure to safeguard information and/or to permit any other person to access or use the Website using your Profile and/or Account, and for all activities that occur under your Profile and/or Account. You may not sell or otherwise transfer your Profile and/or Account or any portion thereof. You shall notify Applestone immediately of any unauthorized use of your Profile and/or Account or otherwise of the Website. Applestone shall not be liable for any loss that results from the unauthorized use of your Profile and/or Account, either with or without your knowledge.
2.2 Accurate Information. You shall provide us with accurate, complete and current information about yourself during registration and at all other times, and you shall update all information provided to us or requested by us if and as soon as such information changes before you make any purchase of our products and/or services.
2.3 Disabling or Revocation of Account. We have the right to cancel or suspend your registration and/or any order of yours for any reason (without having to specify the reason) or for no reason at any time, as determined in our sole discretion, including without limitation if we believe you have violated this Agreement. If we cancel or otherwise disable access to your Account, you may be prevented from accessing the Website, including without limitation all text, comments, icons, images, messages, tags, links, photographs, audio, video and other like content appearing on the Website (collectively, “Content”) and further including all Content posted by you (“Your Content”), all of which may be deleted by us. Such disabling or cancelling of your Account will mean that you may lose access to all of Your Content if any.
2.4 Cessation of Services. The form and nature of the products and/or services offered through the Website or otherwise may change from time to time without prior notice to you. As part of our continuing innovation, Applestone may stop (permanently or temporarily) providing certain Website features to you in our sole discretion, without prior notice to you.
3.1 Purchases. Various of our products and/or services (including without limitation preparation and delivery of product orders) are offered for sale through the Website or otherwise to you (including without limitation by means of a telephone order made by you, by a vending machine purchase made by you, or by a point-of-sale purchase made by you or otherwise). In the event you wish to purchase any of these products and/or services, you will be asked by Applestone or an authorized third party on Applestone’s behalf to supply certain information to us, including without limitation, your full name, address and credit card information. You shall provide us or such third party with accurate, complete and current information before you make any purchase of our products and/or services, so that we can complete your transactions and contact you as needed. You shall also comply with the terms and conditions of any ancillary agreement that you may enter into which governs your purchase of any of our products and/or services. Among other things, your authorization for us to charge your credit card indicates your express agreement to make a purchase with us.
With regard to your orders placed through the Website, through our vending machines, or points-of-sale we use third-party payment processors (the “Payment Processors”) to bill you through your Account . The processing of all such payments will be further subject to the terms, conditions and privacy policies of the Payment Processors in addition to this Agreement. We are not responsible for errors by the Payment Processors. By making a purchase through the Website, you agree to pay us, through a Payment Processor, all charges at the prices then in effect plus all applicable taxes and like charges thereon, and you authorize us, through the Payment Processor, to charge you according to your chosen payment provider (your “Payment Method”). You agree to make payments to us via the Payment Processor using that selected Payment Method. We reserve the right (but do not have the obligation)to correct any errors or mistakes made by the Payment Processors even if a Payment Processor already requested or received payment from you.
Recurring and delayed billing
Some of your purchases, such as the purchase of monthly packages, subscriptions, or other recurring purchases, may consist of an initial period, for which there is a one-time charge, include initial charges followed by recurring periodic charges as agreed to by you. By choosing such recurring purchases, you acknowledge that such payments have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. In the case of recurring purchases, all credit card information is stored with a third-party payment processor, as described in “Billing,” above. We do not hold, store, or keep your credit card information on our premises or on any servers, remote locations, or infrastructure controlled by us. All recurring payments are fully earned upon payment.
Additionally, some customized purchases, such as the purchase of custom-cut meats, may require you to agree to an estimated cost during the purchase process. When you agree to an estimated cost, you agree to pay at least that cost at a minimum. When you agree to an estimated cost, your credit card or other payment information will be held by the Payment Processor until your payment is processed. Subsequent to your agreement to an estimated cost, we may charge your credit card a greater or lesser amount than the estimated cost.
3.2 Phone Purchases. You may also purchase our products and/or services by telephone by means of a conversation with a member of our sales team. If you elect to make a purchase by telephone with a member of our sales team, then by providing your credit card to us for an authorization and/or deposit in connection with your purchase and agreeing to receive this Agreement by email, you agree to be bound by the terms and conditions of this Agreement.
3.3 Point-of-Sale Purchases. You may also purchase our products and/or services in person through a member of our sales team. If you elect to make a purchase in person with a member of our sales team, then by providing your credit card to us for an authorization and/or deposit in connection with your purchase, you agree to be bound by the terms and conditions of this Agreement.
3.3 Vending Machine Purchases. You may also purchase our products and/or services in person through our vending machines. If you elect to make a purchase in person through our vending machibnes, then by providing your credit card to us for an authorization and/or deposit in connection with your purchase, you agree to be bound by the terms and conditions of this Agreement.
3.4 Reservation of Rights; Modifications. Certain products and/or services may be available exclusively online through the Website or otherwise exclusively available via another channel (i.e. a via a vending machine). Our products and/or services may have limited quantities and are subject to returns or exchanges only according to the provisions of our Return Policy (further described in Section 3.8 below). We do not warrant or represent that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors appearing through the Website will be corrected. We reserve the right, but are not obligated, to limit the sales of our products and/or services to any person (including without limitation the quantity of any specific product and/or service), geographic region or jurisdiction, or otherwise, and we may exercise this right on a case-by-case basis. All descriptions of products and/or services including without limitation their pricing are subject to change at any time without notice, in our sole discretion. We reserve the right to discontinue any product and/or service at any time without prior notice to you. The offer of any product and/or service made through the Website is void where prohibited. We reserve the right to limit or prohibit orders of our products and/ or services that, in our sole judgment, appear to be placed by Registrants who are dealers, resellers or distributors but who have not so identified themselves.
3.4 Payments. Your right to any product and/or service that is available for purchase through the Website or otherwise by us is conditional on our receipt of the appropriate full payment and related costs for such product and/or service. If such payment and costs cannot be charged to your credit card or if a charge is refunded for any reason, including chargeback, we reserve the right to cancel your order and/or suspend or terminate your Account. Again, you are fully responsible for all charges made under your Account.
3.5 Taxes. You are responsible for paying all applicable taxes arising out of any purchase of products and/or services made by you through your Account or otherwise.
3.7 Descriptions. We attempt to be accurate in describing products and/or services (including without limitation pricing) offered for purchase by us; however, we do not warrant or represent that all such descriptions are complete, current or error-free. Specifically, we have endeavored to accurately display the images of our products, but we cannot guarantee that these images will accurately appear on the monitor viewed by you. If you purchase one of our products and/or services and such product and/or service was not accurately described or depicted on the Website or otherwise by us, your sole remedy shall be to return or exchange such purchase according to our Return Policy (further described in Section 3.8 below). We change our product and/or service descriptions and pricing from time to time, so you must verify these details before ordering from us. We also cannot guarantee the availability of any product and/or service.
Due to our frequently-changing inventory, limited availability of certain products, and limited shelf life of certain products, we must discuss returns and exchanges on a case-by-case basis.
If you are not satisfied with an order, please contact usto discuss refunds or exchanges.
- 4. Usage Restrictions.
4.1 Conditions. You shall adhere to the following conditions as to your use of the Website: (a) Applestone has no obligation to use or respond to any of Your Content; (b) the provision of Your Content by you in no way imposes any obligation on Applestone, whether of confidentiality, attribution, or otherwise, and Applestone shall not be liable for any disclosure or other use of any of Your Content; (c) all Your Content shall be accurate and shall not violate the copyright, trademark, patent, trade secret, right of publicity, right to privacy, or any other intellectual property or other legal right of any third party; (d) you shall pay for all royalties, fees and any other monies owing any person by reason of any Your Content that you post to the Website, (e) Your Content may be subject to size and usage limitations, and you are responsible for adhering to such limitations, and (f) all Your Content shall comply with the provisions of Section 4.4 hereof specifically and all other applicable sections of this Agreement.
4.2 Quality and Review of Your Content. We do not and shall not have any obligation to review Your Content, and therefore we do not guarantee the accuracy, integrity or quality of any of Your Content or the Content of any other person, and thus we cannot assure that harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful or otherwise objectionable Content will not appear on the Website and, therefore, you agree Applestone shall have no liability to you, your heirs, transferees or assigns, under any theory of liability at law or equity for or on as a result of any Content or any other material or thing on or available through the Website. Notwithstanding the foregoing or anything to the contrary herein, Applestone (a) has the absolute right (but not the obligation) to pre-screen, monitor, review, flag, and filter any and all of Your Content in our sole discretion, and we reserve the right to alter, edit, refuse to post or remove any of Your Content, in whole or in part, for any reason or for no reason as determined by us in our sole discretion, and (b) has the right to disclose Your Content and the circumstances surrounding its transmission to any third party in order to satisfy any applicable law, regulation, legal process or governmental request or to protect ourselves, Registrants, Visitors or service providers, as determined by us in our sole discretion.
4.3 Grant of License to Your Content. By posting Your Content to the Website, you automatically grant, and represent and warrant that you have the right to, and hereby do, grant to Applestone, a non-exclusive, perpetual, irrevocable, sub-licensable (through multiple tiers), assignable, fully-paid, royalty-free, and worldwide license to use, copy, modify, adapt, publish, make, sell, publicly display, create derivative works of or incorporate into other works and any part thereof, derive revenue or other remuneration from, communicate to the public, distribute (through multiple tiers), perform or display such of Your Content (in whole or in part) and/or to create derivative works of or incorporate such of Your Content in other works in any form, media, or technology now known or later developed, and to grant and authorize sublicenses of the foregoing through multiple tiers of sub-licensees, including the right to exercise the copyright, publicity, and any other rights over any of the materials contained in such of Your Content for any purpose, including for purposes of advertising and publicity on the Website and elsewhere. We shall not be limited in any way in the use, commercial or otherwise, of any use of Your Content, and you hereby waive any moral rights in, or approval rights to, such use of or in Your Content. Further, we reserve the express right to incorporate any of Your Content into any further work, in any medium now or hereafter known, without prior consent or review, and without attribution or payment of any royalty or fee whatsoever.
4.4 Usage Restrictions. You shall not (and you shall not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, translate, adapt or decompile (or attempt to translate, adapt or decompile) or otherwise attempt to extract any software underlying any portion of the Website. You further shall not use the Website in any manner that:
(a) interferes with operations or services provided by the Website or otherwise disrupts the Website in any way;
(b) copies, modifies, creates a derivative work of, reverse engineers, decompiles or otherwise attempts to extract the source code of the software underlying the Website or any portion thereof;
(c) interrupts, destroys or limit the functionality of, any computer software or hardware or telecommunications equipment (including without limitation by means of software viruses, Trojan horses or any other computer code, files or programs);
(d) infringes any copyright, trademark, trade secret, patent or other right of any party (including the promoting of an illegal or unauthorized copy of another person’s copyrighted work), or defames or invades the publicity rights or the privacy of any person, living or deceased (or impersonates any such person);
(e) is false, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, hateful, or racially, ethnically or otherwise objectionable, as determined by us in our sole discretion;
(f) creates a false identity or otherwise attempts to mislead any person as to the identity or origin of any communication;
(g) exports, re-exports, or permits downloading of any message or content in violation of any export or import law, regulation, or restriction of the United States and its agencies and authorities, or without all required approvals, licenses, or exemptions;
(h) causes us to lose (in whole or part) the services of our internet service providers or other suppliers;
(i) consists of any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
(j) links to materials or other content, directly or indirectly, to which you do not have a right to link or which we determine in our sole discretion is not appropriate to be linked to from the Website; or
(k) violates, or encourages others to violate this Agreement (or engages in any other activity deemed by us to be in conflict with the letter or intent of this Agreement), or violates or encourages others to violate any applicable local, state, national, or international law.
4.5 Reporting Violations. You shall immediately notify us in writing of any of Your Content or any other Content that you view through the Website and which you deem to be offensive, inappropriate or otherwise a violation of this Agreement.
- Intellectual Property.
5.1 Proprietary Rights. Content provided by Applestone or its third party licensors is protected by copyright, trademark and other laws of the United States and/or other jurisdictions. Other than for Your Content and third party Trademarks (as hereinafter defined) appearing on the Website, you acknowledge and agree that as between you and us, all right, title and interest (including without limitation all copyright, trademark, patent, trade secret and other intellectual property rights) in and to the Website (including without limitation all other Content appearing therein) is owned by us, and that you have no rights in or to the Website other than as expressly set forth in this Agreement. Except for that information which is in the public domain and is not otherwise limited by third party rights or for which you have been given express written permission by us, no Content (other than for Your Content) may be sold, copied, reproduced, republished, uploaded, displayed, posted, transmitted, distributed, modified, publicly performed, used in any derivative works based thereon or otherwise used for any public or commercial purpose without our prior written consent or, where applicable, that of our licensors. However, you may print copies of materials on the Website for your personal, noncommercial use only, provided that you must keep intact all copyright, Trademark, and other proprietary notices appearing therein and that you use such materials in the manner permitted by this Agreement, but not in any manner which competes with us. Your Content posted to the Website is deemed to be your property and your sole responsibility. Please note that Content posted by other Visitors and Registrants may be protected by copyright, trademark patent and other rights under the laws of the United States and/or other jurisdictions, and no rights in such Content whatsoever are granted to you other than those expressly granted herein or by the owner of such Content.
5.2 Copyright Agent. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your work has been copied and posted on the Website in a way that constitutes copyright infringement, please provide our copyright agent with the following information: (a) an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of where the material that you claim is infringing is located on the Website; (d) your address, telephone number, and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon us actual knowledge of facts or circumstances from which infringing material or acts are evident. Our copyright agent for notice of claims of copyright infringement can be reached as follows:
3604 Main Street, Stone Ridge
4747 US Highway 209
Accord, New York, 12484.
We suggest that you consult your legal advisor before filing a notice with our copyright agent. You should note that there can be penalties for false claims under the DMCA. We will, in appropriate circumstances and to the extent possible, terminate the right of Registrants who infringe the rights of copyright holders to interact with certain portions of the Website.
5.3 Trademarks. “APPLESTONE” is a Trademark of Applestone. All other Trademarks mentioned on the Website are the property of their respective owners. Applestone is not affiliated with, or sponsored or endorsed by any third party trademark owner whose Trademark appears on the Website and whose owner is not indicated to be Applestone. As used herein, the term “Trademarks” means, collectively, all service names, graphics, designs, logos, page headers, button icons, scripts, commercial markings, and trade dress appearing on the Website which indicate a source of goods or services. Trademarks are protected by the trademark laws of the United States and/or other jurisdictions. You may not use, copy, reproduce, republish, distribute or modify any Trademarks in any way, including without limitation the distribution of Content for advertising or publicity or otherwise, without our prior written consent or the consent of such third party Trademark holder, as applicable. Unless you have been expressly authorized to do so in writing by Applestone or any other applicable Trademark holder, you shall not use any Trademark of any individual or entity in a way that is likely or intended to cause confusion with such Trademark holder.
5.4 Removal of Notices. You shall not remove, obscure, or alter any proprietary rights notices (including without limitation copyright and Trademark notices) which may be affixed to or contained within any Content. You shall abide by all such notices.
- Links; Third Party Websites. The Website may provide links to third party websites that we believe may be of possible interest to you. Because we do not endorse or otherwise have control over such websites, we are not responsible or liable, directly or indirectly, for (a) the availability of such websites, (b) any content, data, text, software, music, sound, photographs, video, messages, tags, links, advertising, services, products, or other materials including, without limitation, Trojan horses, viruses and other malicious code on or available from such websites, (c) your participation, correspondence or business dealings with any third party found on or through the Website or such third party websites regarding payment and delivery of specific goods and services, and any other terms, conditions, representations or warranties associated with such dealings, which are solely between you and any such third party, or (d) any damage or loss caused or alleged to be caused by or in connection with your interaction with any such third party or any other third party whom you form a connection with through or because of the Website. Your use of any website linked to from the Website is subject to the policies and procedures of the owner of such website, and your use of all such websites is subject to such policies and procedures and not to the terms and conditions of this Agreement. You understand that by using any third party website linked to from the Website, you may be exposed to content or other materials that are offensive, indecent, defamatory or otherwise objectionable
- DISCLAIMER OF WARRANTIES. YOUR USE OF THE WEBSITE IS “AS IS,” “AS AVAILABLE” AND AT YOUR SOLE RISK. NEITHER APPLESTONE NOR ANY OF ITS MEMBERS, MANAGERS, DIRECTORS, OFFICERS, LICENSORS, AGENTS, EMPLOYEES, CONSULTANTS, REPRESENTATIVES AND SERVICE PROVIDERS (COLLECTIVELY, THE “APPLESTONE PARTIES”) SHALL HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON FOR ANY LOSS, DAMAGE, OR ADVERSE CONSEQUENCE ALLEGED TO HAVE HAPPENED OR WHICH HAS HAPPENED, DIRECTLY OR INDIRECTLY, THROUGH YOUR USE OF THE WEBSITE OR OTHERWISE THROUGH YOUR PURCHASE OR USE OF ANY OF OUR PRODUCTS AND/OR SERVICES. APPLESTONE FURTHER DOES NOT MAKE ANY GUARANTY OF THE ACCURACY, CORRECTNESS, USEFULNESS OR COMPLETENESS OF, AND IS NOT LIABLE FOR LOSSES OR DAMAGES ALLEGED TO ARISE FROM OR ARISING FROM, ANY USE OF THE WEBSITE OR YOUR USE OF ANY OF OUR PRODUCTS AND/OR SERVICES, AND APPLESTONE IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS ALLEGED TO ARISE FROM OR ARISING FROM THE USE OF THE WEBSITE OR ANY OF OUR PRODUCTS AND/OR SERVICES. SPECIFICALLY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, APPLESTONE DISCLAIMS (A) ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE REGARDING THE WEBSITE AND ANY OF OUR PRODUCTS AND/OR SERVICES, AND (B) ALL WARRANTIES NOT EXPRESSLY MADE IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION IN CONNECTION WITH YOUR PURCHASE OF ANY OF OUR PRODUCTS AND/OR SERVICES OR OTHERWISE YOUR USE OF THE WEBSITE. APPLESTONE DOES NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. FURTHER, UNDER NO CIRCUMSTANCES SHALL APPLESTONE BE LIABLE IN ANY WAY FOR ANY LOSS OR DAMAGE ALLEGED TO ARISE OR ARISING OUT OF YOUR USE OF THE WEBSITE OR ANY OF OUR PRODUCTS, OR YOUR INTERACTION WITH ANY THIRD PARTY WEBSITE OR THIRD PARTY, WHETHER LINKED TO OR FROM THE WEBSITE OR OTHERWISE, INCLUDING WITHOUT LIMITATION YOUR USE OF ANY (A) THIRD PARTY PRODUCT AND/OR SERVICE, OR (B) THIRD PARTY CONTENT, INCLUDING BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT. ALL PRODUCTS AND/OR SERVICES THAT YOU PURCHASE FROM US ARE ACQUIRED BY YOU “AS IS,” “WHERE IS” AND AT YOUR SOLE RISK. YOUR SOLE RECOURSE FOR ANY PRODUCTS AND/OR SERVICES THAT YOU PURCHASE FROM US AND WISH TO RETURN IS SET FORTH IN OUR RETURN POLICY AND REQUIRES YOUR STRICT ADHERENCE TO ITS TERMS.
- LIMITATION OF LIABILITY. IN NO EVENT SHALL ANY OF THE APPLESTONE PARTIES BE LIABLE FOR LOST PROFITS OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY YOUR USE OF (A) THE WEBSITE (INCLUDING WITHOUT LIMITATION YOUR USE OF ANY CONTENT APPEARING THEREON OR YOUR LOSS OF DATA, INCOME, OR PROFIT; OR LOSS OR DAMAGE TO PROPERTY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THE WEBSITE), OR (B) ANY PRODUCT AND/OR SERVICE PURCHASED FROM US, WHETHER OR NOT APPLESTONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF THE APPLESTONE PARTIES TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF (Y) THE AMOUNT PAID BY FOR FOR ALL APPLESTONE PRODUCTS AND/OR SERVICES PURCHASED BY YOU IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRIOR TO THE ARISING OF SUCH LIABILITY, OR (Z) ONE THOUSAND DOLLARS ($1,000). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS CONTAINED IN THIS SECTION MAY NOT APPLY TO YOU BUT IN SUCH A CASE SUCH LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
- Indemnification. You shall indemnify, defend and hold harmless each of the Applestone Parties from all claims, demands, actions, causes of action and/or lawsuits (each, a “Claim” and collectively, “Claims”) and all resulting costs, liabilities, losses, expenses, and damages, actual and consequential, direct and indirect, of every kind and nature, including without limitation reasonable attorneys’ fees and disbursements (collectively, “Losses”), made by any third party due to or arising out of your (a) breach of any of your representations, warranties, covenants or obligations under this Agreement, (b) negligence or misconduct, or (c) violation of any law or regulation. You shall provide all applicable Applestone Parties with prompt written notice of any Claim or potential Claim of which you become aware. Upon the assertion or commencement of any Claim against one or more of the Applestone Parties by any third party that may give rise to liability of any such Applestone Party hereunder, you shall assume the control of the defense of such Claim at your sole expense with counsel reasonably acceptable to each such applicable Applestone Party; provided, however, that each such Applestone Party may take part in and/or fully assume such defense, in its sole discretion and at its own expense, after you assume the control thereof. You shall not enter into any settlement of any Claim which any of the Applestone Parties believes is adverse to its interests, without receiving the prior written consent of each of the Applestone Parties affected by such Claim. In no event shall any of the Applestone Parties be obligated to participate in any settlement which any such party reasonably believes would have an adverse effect on such party’s business interests.
- No Endorsement. Applestone is neither affiliated with, nor sponsored or endorsed by, any specific product, service, methodology or person. The owners of any third party product, service, information, Trademark or copyright appearing on the Website are not sponsors of Applestone or the Website and have not endorsed and are not affiliated with Applestone or the Website, and Applestone is not a sponsor and does not endorse any such third parties except as otherwise expressly set froth in writing.
- No Agency. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created between you and Applestone by this Agreement or as a result of your use of the Website or your purchase of any of our products and/or services.
- Notices. All notices hereunder shall be given by certified mail, postage prepaid and return receipt requested, to: Applestone Meat Company LLC, Attn: Facilities Manager, 3604 Main Street, Stone Ridge, 4747 US Highway 209, Accord, New York, 124804 and by email to firstname.lastname@example.org, and to a Registrant at the address and email listed in such Registrant’s Account. Notice shall be deemed given three (3) days after the date of such mailing and upon receipt of such email.
- Governing Law; Arbitration; Timely Filing of Claims. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding New York’s choice-of-law principles. Any dispute arising out of or relating to this Agreement, including without limitation regarding any breach hereunder, shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction. The arbitration will be conducted in the City of New York, State of New York, by a panel of 3 arbitrator(s) with applicable industry expertise in the field of food services, who shall be named in accordance with such rules. The award of the arbitrators shall be final and binding on you and us, without a right of appeal, and shall be accompanied by a statement of the reasons upon which the award is based, and such statement as well as all information concerning such arbitration proceedings including without limitation all evidence and materials submitted by you and us shall be deemed to be confidential information and shall not be made public by either you or us. The non-prevailing party in such proceedings shall pay the prevailing party’s reasonable costs and expenses, including but not limited to reasonable attorneys’ fees. No arbitration or claim under this Agreement shall be joined to any other arbitration or claim, and no class arbitration proceedings shall be permitted. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction for injunctive relief or enforcement of this arbitration provision, without breach of this arbitration provision.
- Assignment. You shall not resell or assign your rights, duties or obligations under this Agreement and any attempted assignment or delegation will be void and of no force or effect whatsoever. This Agreement may be automatically assigned by Applestone, in our sole discretion, to a third party, and such an assignment will inure to the benefit of our successors, assigns and/or licensees. Without limitation to the foregoing, we may sell, transfer or otherwise share some or all of our assets, including without limitation your PII, with any parent company, subsidiary, joint venture, and a company under our common control, as well as with a potential acquirer, including without limitation in connection with a merger, reorganization, or sale of assets, or in the event of bankruptcy. In each such an event, the PII we have collected from you may be one of the assets transferred.
- No Waiver. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to a subsequent or similar breach or breaches. If Applestone does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Applestone has the benefit of under any applicable law or regulation), such action or inaction shall not be taken to be a formal waiver of Applestone’s rights, and all such rights or remedies shall still be available to Applestone.
- General. If any provision of this Agreement is held to be invalid by a court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Section headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. This Agreement and any ancillary terms and conditions referenced herein sets forth the entire understanding and agreement between us with respect to the subject matter hereof. The provisions of this Agreement shall survive termination or expiration to the extent necessary to carry out the obligations of you and Applestone hereunder.
- Contact Us. If you have any questions or concerns regarding the Website, please contact us by e-mail at email@example.com write to us at Applestone Meat Company LLC, Attn: Facilities Manager, 3604 Main Street, Stone Ridge, 4747 US Highway 209, Accord, New York, 12484.
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