1. Use of Our Service
Sweet Loren's provides a place for Users to order our products, learn about our brand and story, to access our favorite recipes, to access our blog, to read press, to contact us, and to contribute to our online community.
EligibilityYou may use the Service only if you can form a binding contract with Sweet Loren's, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of this Agreement. The Service is not available to any Users previously removed from the Service by Sweet Loren's.
A. Sweet Loren's Accounts Your Sweet Loren's account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. If you open a Sweet Loren's account on behalf of a company, organization, or other entity, then (a) "you" includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity's behalf. By connecting to Sweet Loren's with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service. Please note that the information we receive from such third party services is controlled by their terms of service, your account settings and/or your profile settings on such third party services.
You may never use another User's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify Sweet Loren's immediately of any breach of security or unauthorized use of your account. Sweet Loren's will not be liable for any losses caused by any unauthorized use of your account. You may control your User profile and how you interact with the Service by changing the settings in your [click on "My Account" and Login – login.asp]. By providing Sweet Loren's your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your [click on "My Account" and Login – login.asp]. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
B. Service Rules You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated "scraping"; (ii) using any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Service in a manner that sends more request messages to the Sweet Loren's servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Sweet Loren's grants the operators of public search engines revocable permission to use spiders to copy materials from Sweet Loren's.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.
We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
You are solely responsible for your interactions with other Sweet Loren's Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Sweet Loren's shall have no liability for your interactions with other Users, or for any User's action or inaction.
2. User Content
Some areas of the Service allow Users to post content such as profile information, comments, questions, and other content or information (any such materials a User submits, posts, displays, or otherwise makes available on the Service "User Content"). You retain ownership of your User Content. You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party's trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. Sweet Loren's reserves the right, but is not obligated, to reject and/or remove any User Content that Sweet Loren's believes, in its sole discretion, violates these provisions. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer's Guild of America, or any other rights organization.
For the purposes of this Agreement, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
In connection with your User Content, you affirm, represent and warrant the following:
A. You have the written consent of each and every identifiable natural person in the User Content to use such person's name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
B. Your User Content and Sweet Loren's use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
C. Sweet Loren's may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
D. To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.
Sweet Loren's takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. You shall be solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Sweet Loren's shall not be liable for any damages you allege to incur as a result of User Content.
3. User Content License Grant
By posting any User Content on the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Sweet Loren's a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and Sweet Loren's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Service and under this Agreement.
If the features of the Service allow you to remove or delete User Content from the Service, the above licenses granted by you in your User Content terminate within a commercially reasonable time after you remove or delete such User Content from the Service. You understand and agree, however, that Sweet Loren's may retain, but not display, distribute, or perform, server copies of User Content that have been removed or deleted. The above licenses granted by you in User Content for which the Service does not provide you a means to delete or remove are perpetual and irrevocable.
4. End User License Grant
A. Sweet Loren's Service. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service for your personal, noncommercial use only and as permitted by the features of the Service. Sweet Loren's reserves all rights not expressly granted herein in the Service and the Sweet Loren's Content (as defined below). Sweet Loren's may terminate this license at any time for any reason or no reason.
B. Mobile Software. We may make available software to access the Service via a mobile device ("Mobile Software"). To use the Mobile Software you must have a mobile device that is compatible with the Mobile Service. Sweet Loren's does not warrant that the Mobile Software will be compatible with your mobile device. Sweet Loren's hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for one Sweet Loren's account on one mobile device owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or (v) delete the copyright and other proprietary rights notices on the Mobile Software. You acknowledge that Sweet Loren's may from time to time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and Sweet Loren's or its third party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. Sweet Loren's reserves all rights not expressly granted under this Agreement. If the Mobile Software is being acquired on behalf of the United States Government, then the following provision applies. Use, duplication, or disclosure of the Mobile Software by the U.S. Government is subject to restrictions set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable. The Mobile Software originates in the United States, and is subject to United States export laws and regulations. The Mobile Software may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Software may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile Software and the Sweet Loren's Service.
5. Our Proprietary Rights
Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the "Sweet Loren's Content"), and all Intellectual Property Rights related thereto, are the exclusive property of Sweet Loren's and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Sweet Loren's Content. Use of the Sweet Loren's Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Sweet Loren's under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Sweet Loren's does not waive any rights to use similar or related ideas previously known to Sweet Loren's, or developed by its employees, or obtained from sources other than you.
6. Paid Services
A. Billing Policies. Certain aspects of the Service may be provided for a fee or other charge. If you elect to use paid aspects of the Service, you agree to the pricing and payment terms [within MNI Merchant Account], as we may update them from time to time. Sweet Loren's may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion.
B. Risk of Loss. All products purchased from or via the Service are transported and delivered to you by an independent carrier not affiliated with, or controlled by, Sweet Loren's. Title to products purchased on the Service, as well as the risk of loss for such products, passes to you when Sweet Loren's or our supplier delivers these items to the carrier.
C. Payment Information; Taxes. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.
Sweet Loren's cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
9. DMCA Notice
Since we respect artist and content owner rights, it is Sweet Loren's policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 ("DMCA").
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Sweet Loren's copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide all of the following information in writing:
- An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
- Identification of the copyrighted work that you claim has been infringed;
- Identification of the material that is claimed to be infringing and where it is located on the Service;
- Information reasonably sufficient to permit Sweet Loren's to contact you, such as your address, telephone number, and, e-mail address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
- A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following DMCA Agent:
Attn: DMCA Notice
[Sweet Loren's, Inc.]
Address: 55 Broadway, Floor 3, New York, NY 10006
Telephone: (646) 257-5700
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.
Please note that this procedure is exclusively for notifying Sweet Loren's and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Sweet Loren's rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. In accordance with the DMCA and other applicable law, Sweet Loren's has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Sweet Loren's may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
10. Third-Party Links
You agree to defend, indemnify and hold harmless Sweet Loren's and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of your User Content or any that is submitted via your account; or (vi) any other party's access and use of the Service with your unique username, password or other appropriate security code.
12. No Warranty
THE SERVICE OR ANY MATERIALS OR PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, SWEET LOREN'S, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.
SWEET LOREN'S DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SWEET LOREN'S SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND SWEET LOREN'S WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SWEET LOREN'S, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL SWEET LOREN'S BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SWEET LOREN'S ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL SWEET LOREN'S, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO SWEET LOREN'S HEREUNDER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SWEET LOREN'S HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. The Service is controlled and operated from its facilities in the United States. Sweet Loren's makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Sweet Loren's without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
A. Governing Law. You agree that: (i) the Service shall be deemed solely based in New York; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Sweet Loren's, either specific or general, in jurisdictions other than New York. This Agreement shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of a state court located in New York, New York or the United States District Court for the Southern District of New York, for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below.
B. Arbitration. In the unlikely event that Sweet Loren's has not been able to resolve a dispute it has with you after attempting to do so informally, we each agree to resolve any claim, dispute, or controversy (excluding any Sweet Loren's claims for injunctive or other equitable relief) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, "Claims"), by binding arbitration by the American Arbitration Association ("AAA") in the city of New York, New York under the commercial rules then in effect for the AAA, except as provided herein. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Sweet Loren's from seeking injunctive or other equitable relief from the courts as necessary to protect any of Sweet Loren's proprietary interests. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND SWEET LOREN'S ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
C. Notification Procedures. Sweet Loren's may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Sweet Loren's in our sole discretion. Sweet Loren's reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Sweet Loren's is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.
D. Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with Sweet Loren's in connection with the Service, shall constitute the entire agreement between you and Sweet Loren's concerning the Service. If any provision of this Agreement is deemed invalid by a court of 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.
E. No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Sweet Loren's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. Please contact us firstname.lastname@example.org with any questions regarding this Agreement.
Effective Date: November 11, 2016
Sweet Loren’s, Inc., a New York limited liability company located in New York (“Sponsor”)
The Sweet Loren’s 2016 Recipe Contest (the “Contest”) is open only to participants who, at time of entry, are 18 years of age or older and who are permanent residents of the United States. Employees, members, managing members and officers (and their immediate families and household members) of Sponsor and its respective parent companies, affiliated companies, subsidiaries and any of their agents, advertising, promotional and other agencies are not eligible to win prizes. Sponsor’s determination of eligibility, in its sole discretion, shall be final.
No purchase necessary to enter or to win. A purchase will not increase your chances of winning. The Contest is subject to all applicable federal, state and local laws. The Contest is void where prohibited or restricted by applicable law, and all applicable federal, state and local laws and regulations apply.
How to Participate in the Contest.
You may participate in the Contest by sending us a digital photo (in either JPG or PDF file format) of your original recipe for a baked good or other dish made from, in part, Sponsor cookie dough (a “Recipe”) by email to email@example.com. By participating in the Contest, you agree to the terms and conditions set forth in these Contest Rules and any supplemental Contest rules published on the Site. A Contest participant may submit as many Recipes as desired provided each Recipe meets all applicable requirements.
Recipes must be submitted on or before 11:59PM ET December 4th, 2016 Shortly thereafter, there will be a five (5) day period (the “Voting Period”) during which time the eligible Recipes will be posted on the Sponsor website located at www.sweetlorens.com (the “Site”) and social media channels and voted on by visitors to the Site. The Contest winner (the “Contest Winner”) will be announced following the completion of the Voting Period and all other steps Sponsor determines are required to confirm the Contest Winner.
Contest Prizes & Prize Value.
The prizes for the contest (the “Prizes”) are (i) VIP coupons for a year’s supply of Sponsor’s cookie dough redeemable at any seller of Sponsor’s cookie dough and (ii) your Recipe, along with the photo of yourself, will be prominently featured on the Site. The aggregate value of the Prizes is estimated to be at least Seventy-Five Dollars ($75.00) (it being understood that there may be little or no value to having your Recipe featured on the Site). The Prizes may be changed at any time by Sponsor in its sole discretion provided that notice of such changes is posted on the Site or otherwise provided to you. Notwithstanding any such changes, the Prizes shall nonetheless have at least an estimated aggregate value of Seventy-Five Dollars ($75.00).
How The Winner Is Selected.
All Recipes that meet the requirements set forth in these Contest Rules (and in any supplemental Contest rules published on the Site) shall be posted on the Site where they will be voted on by visitors to the Site. The Contest participant that submitted the Recipe receiving the highest number of votes during the Voting Period will be declared the Contest Winner. In the event that the Contest Winner is disqualified or is unable to serve as the Contest Winner for any reason, the Contest participant that submitted the Recipe receiving the next-highest number of votes during the Voting Period will be declared the Contest Winner and so on. Each person casting a vote shall be able to do so in her or his sole discretion. A Contest participant is permitted to encourage voters to select her or his Recipes through any of her or his own websites, blogs, social media accounts and the like; provided, however, that a Contest participant may not use any information or materials to promote her or his Recipe to voters that, in whole or in part, contain advertising, nudity, personal attacks or expletives, or are otherwise abusive, threatening, unlawful, harassing, discriminatory, libelous, obscene, false, sexually explicit, or that infringe on the rights of any third party.
The Contest Winner shall promptly receive an email notification of her or his selection as Contest Winner and her or his award of the Prizes (the “Prize Notification”).
While there will only be one (1) Contest Winner, Sponsor may, in its sole discretion, feature other Recipes on its Site or on any social media platform (and in each such instance, the applicable Contest participant will be credited).
How Prizes Are Accepted.
To receive the Prizes, the Contest Winner must respond directly to the Prize Notification within seven (7) calendar days of the date of its receipt with her or his full name, birthday, current address, a current photo of her or himself that Sponsor may use for publicity purposes in connection with the Contest and a postal or email address to which Sponsor may, at its discretion, send a Declaration of Eligibility and a Liability & Publicity Release (collectively, the “Contest Documents”). Any mailing address must be a street address (no P.O. Boxes). The Contest Winner must sign and return the Contest Documents within seven (7) calendar days of the date on which the Contest Winner receives the Contest Documents.
Neither Sponsor nor any other Released Party (defined below) shall be responsible in any way for the failure of the Contest Winner to receive her or his Prize Notification or Contest Documents regardless of the reason. Return of any Prize Notification or Contest Documents as undeliverable, the inability of Sponsor to contact the Contest Winner, the inability of the Contest Winner to accept or receive any of the Prizes for any reason, or the non-acceptance by the Contest Winner of any Prize for any reason will result in disqualification of the Contest Winner.
If the Contest Winner is disqualified or deemed ineligible for any reason, a new Contest Winner shall be selected in accordance with the procedure described above and shall be sent a Prize Notification.
In the event of a dispute as to the identity of a Contest Winner, the authorized holder of the email address used to provide Sponsor with the winning Recipe will be deemed to be the Contest Winner. A Contest Winner may be asked to provide Sponsor with proof that she or he is the authorized holder of the applicable email address. If a dispute cannot be resolved, the Contest Winner will be deemed ineligible.
Sponsor reserves the right to revoke the Prizes at its discretion if it believes that the Contest Winner has violated these Contest Rules or any supplemental Contest rules published on the Site.
All Prizes are awarded “as is” and without warranty of any kind, express or implied (including without limitation, any implied warranty of merchantability or fitness for a particular purpose). Acceptance, participation in and/or use of the Prizes are at the Contest Winner’s sole risk and Sponsor is not responsible for any damages, including special, indirect, or consequential damages, arising out of or in connection with the Prizes.
Sponsor reserves the right to verify eligibility of the Contest Winner. Sponsor shall have no further obligation to the Contest Winner if she or he is unable to participate in or accept a Prize or any portion of a Prize.
For the avoidance of doubt, all decisions by Sponsor are final and not subject to review by a Contest participant.
General Conditions & Releases.
By submitting a Recipe to Sponsor you agree to (1) be bound by these Contest Rules, any supplemental Contest rules published on the Site and the decisions of Sponsor; (2) waive any right to claim ambiguity in the Contest, these Contest Rules or any supplemental Contest rules published on the Site, except where prohibited by law; and (3) agree to release and indemnify, defend and hold harmless Sponsor and its respective affiliates, together with their respective employees, directors, officers, licensees, licensors, shareholders, attorneys and agents (collectively, the “Released Parties”), from any and all claims, demands, damages, losses, liabilities, costs, injuries, thefts or expenses caused by, arising out of, in connection with, or related to their participation in the Contest. If you do not agree with any of the terms of these Contest Rules or any supplemental Contest rules published on the Site and wish to withdraw from the Contest, you may do so by Contests@SweetLoren’s.com.
By participating in the Contest, you grant Sponsor a perpetual, irrevocable, royalty-free, transferable, sublicensable license to use, reproduce, modify, publish, distribute, and otherwise exercise all copyright and publicity rights with respect to your Recipe or any information or materials you provide (including but not limited to biographical information, city and state of residence, statements, photos, etc.) in Sponsor’s sole discretion, including, but not limited to, storing such on Sponsor’s servers, displaying such on the Site, sharing such on social media platforms including but not limited to Twitter, Facebook and Pinterest and using such for any advertising and promotional purposes, whether external or internal, including incorporating it in advertising or promotional works in any media now known or later developed. Sponsor reserves the right to select, edit and arrange submitted Recipes, photos and other information or materials you provided or have provided for you, and to remove the same from the Site at any time at its sole discretion.
By participating in the Contest, you represent and warrant that your Recipe is your own and is original, and that neither your Recipe nor any other information or materials you provide violates any third party’s intellectual property rights, other proprietary rights, privacy rights or other rights, and you have all the rights required to provide such Recipe, information and/or materials to Sponsor for the usages described in these Contest Rules. Furthermore, you represent, warrant and covenant that you have complied and will comply with all Contest Rules and any supplemental Contest rules as well as with any applicable laws, regulations, ordinances, decrees and the like.
Contest participants are solely responsible for their Recipes and any other information or materials required to be provided to Sponsor. Contest participants may not submit Recipes or other information or materials in a manner that introduces any software viruses, worms or other programs designed to damage software, hardware or telecommunications equipment or that consist of or contain advertising, nudity, personal attacks or expletives, or are otherwise abusive, threatening, unlawful, harassing, discriminatory, libelous, obscene, false, sexually explicit, or that infringe on the rights of any third party. The Released Parties shall not be responsible or liable in any way for incomplete or misdirected Recipes or other information or materials required of a Contest participant or any technical or network malfunctions or failures or any other causes beyond their control.
In the event that there is a discrepancy or inconsistency between disclosures or other statements contained in any Contest materials and these Contest Rules, these Contest Rules shall prevail, govern and control. Sponsor reserves the right to make changes or additions to these Contest Rules (or any supplemental Contest rules published on the Site) or extend any dates of the Contest for any reason at any time. Sponsor’s failure to enforce any term of these Contest Rules (or any supplemental Contest rules published on the Site) shall not constitute a waiver of that such term. If for any reason the Contest is not capable of running as planned, Sponsor reserves the right to cancel, terminate, modify, or suspend the Contest without notice.
Sponsor may disqualify a Contest participant from a Contest if, in its sole discretion, it determines such Contest participant is attempting to violate these Contest Rules (any supplemental Contest rules published on the Site) and/or undermine the legitimate operation of the Contest in any way.
If at any time you do not wish to continue your participation in the Contest and/or you do not want to grant Sponsor any of the rights and license granted herein by a Contest Participant or in any supplemental Contest rules published on the Site, you must withdraw from the Contest by emailing a clear notice of your withdrawal to Sponsor at firstname.lastname@example.org; provided, however, that none of the Released Parties shall be liable in any way for the use, reproduction, modification, publication, distribution or other exercise of the copyright and publicity rights granted in connection with your Recipe(s) and any other information or material you have provided that occurred on or before the date on which your withdrawal is received by Sponsor.
Taxes & Costs Related to Prizes.
Any taxes, fees, and/or delivery charges incurred in connection with any of the Prizes are the sole responsibility of the Contest Winner. The Contest Winner, as a U.S. resident, may be issued a 1099 tax form for the value of the Prizes.
Any Contest is subject to all applicable federal, state and local laws. It is void where prohibited or restricted by law. ANY ATTEMPT TO DELIBERATELY ALTER OR DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATIONS OF THE CONTEST MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW. Each Contest participant agrees that (1) any and all disputes, claims, and causes of action arising out of or in connection with the Contest, or any Prizes awarded, shall be resolved individually, without resort to any form of class action, and that any judicial proceeding shall take place in a Federal or state court in New York, NY; (2) any and all claims, judgments, and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering the Contest(s), but in no event attorneys’ fees; and (3) and each Contest participant hereby waives all rights to claim punitive, incidental, and consequential damages, and any other damages, and any and all rights to have damages multiplied or otherwise increased. All issues and questions concerning the construction, validity, interpretation and enforceability of these Contest Rules (or any supplemental Contest rules published on the Site), or the rights and obligations of Contest participants and Sponsor in connection with the Contest shall be governed by, and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any jurisdiction other than those of the State of New York.
Use of Personal Information.
Any personal information you provide as a result of your participation in the Contest may be used to contact you during or after the Contest to provide you with the Prize Notification as well as special offers and information about other promotions. You may unsubscribe from these email communications at any time by following the directions contained in the email communications you receive.
Updates to Contest Rules.
From time to time Sponsor may revise these Contest Rules (or any supplemental Contest rules published on the Site) to (i) reflect changes to the Contest or Site to ensure that they comply with any applicable law or regulation, or (ii) update the available Prizes. Consequently, Sponsor reserve the right to update and revise the Contest Rules or any supplemental Contest rules at any time in our sole discretion. Any revisions to these Contest Rules (or any supplemental Contest rules published on the Site) shall be posted on the Site.
Your continued participation in the Contest following any such revision means that you accept and agree to these Contest Rules as amended or revised by us from time to time, and you should therefore review these Contest Rules periodically. You will know if these Contest Rules have been revised since your prior visit to the Site by referring to the "Effective Date" at the top of this p