CHEFS FEED TERMS OF USE

This Chefs Feed Terms of Use (this “Agreement” or “Terms of Use”) is a legal agreement between you and Credible, Inc. (“Chefs Feed,” “we,” “us” or “our”) regarding the Chefs Feed iPhone software application (the “iPhone App”) you have chosen to download from the Apple iPhone store website (the “Apple Site”) located at www.apple.com/iphone/appstore/. Information regarding the iPhone App is available at www.chefsfeed.com (“Chefs Feed Site”).

Both we and you acknowledge that this Agreement is between us and you, and that Apple, Inc. and its subsidiaries (“Apple”) is not a party to this Agreement.

This Agreement is available at www.ChefsFeed.com/tou and incorporates by reference the Apple App Store Terms of Service www.apple.com/legal/itunes/us/terms.html#SERVICE (the “Apple Terms of Service”). By use of the iPhone App, you agree and understand that you are bound by the Terms of Use and the Apple Terms of Service.

The procedures for modifying or changing this Agreement in the future are discussed in Section 7.

1. Your Use of the iPhone App.

This iPhone App is accessible from your iPhone, iPod touch, iPad, or other Apple device (collectively, “Apple Device”).

2. License Grant.

We grant you a limited, terminable, non-sublicensable, non-transferable, non-exclusive license to install and use iPhone App on any Apple Device that you own or control solely: (a) for your personal use in connection with using the Chefs Feed iPhone App; and (b) as permitted by the Apple Terms of Service. This Agreement will also govern any software upgrades provided by Chefs Feed that replace and/or supplement the original iPhone App, unless such upgrades are accompanied by a separate license, in which case the terms of that license will govern. Apple has no obligation to provide you with any updates, maintenance or support services for the iPhone App.

3. License Restrictions and Usage Rules.

License Restrictions.

You may not rent, lease, lend, sell, redistribute or sublicense the iPhone App. You may not copy (except as expressly permitted by this Agreement and the usage rules described in Section 3.2), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify or create derivative works of the iPhone App, any updates or any part thereof (except to the extent any foregoing restriction is permitted by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the iPhone App.

Usage Rules.

You acknowledge that the iPhone App contains security technology that limits your usage of the iPhone App to the following applicable usage rules, and, whether or not the iPhone App is limited by security technology, you agree to use the iPhone App in compliance with the applicable usage rules: (a) your use of the iPhone App is conditioned upon your prior acceptance of the terms of this Agreement; (b) the delivery of the iPhone App does not transfer to you any promotional use rights in the iPhone App.

4. License to Chefs Feed.

By using the iPhone App, you agree to grant, and thereby grant, to us an exclusive, perpetual, transferable, sublicensable, royalty-free, non-revocable, worldwide license to copy, modify, and otherwise use any content you have created in connection with iPhone App for our general business purposes. You hereby acknowledge and affirm that the use of the iPhone App is sufficient consideration for the grant of this license to us.

5. Termination and Survival.

If you breach this Agreement, we may immediately terminate this Agreement, but all provisions of this Agreement except Section 1 (“License Grants”) will survive termination and continue in effect. Upon termination, you must destroy all copies of the iPhone App.

6. Proprietary Rights.

We own most all of the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world (the “IP Rights”) associated with the content on the iPhone App, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws, except those that refer to or incorpate third party businesses or individuals. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the iPhone App content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the iPhone App are retained by us.

7. Modification of this Agreement.

Because of changes in technology and the growth and development of our business, or for other business reasons, we may need to modify this Agreement from time to time. If we modify the Agreement, we will post a notice on the Chefs Feed Site. You should regularly review the Chefs Feed Privacy Policy to ensure that you are informed of any changes.

8. Our Options.

If the iPhone App infringes or misappropriates, or in our reasonable determination is likely to infringe or misappropriate any third party’s intellectual property rights, then we may, at our sole option and expense: (a) obtain from the third party the right to continue to use the iPhone App consistent with the rights granted hereunder; or (b) modify the iPhone App to avoid and eliminate such infringement or misappropriation.

9. Third Party Sites.

The iPhone App may include links to other websites or applications (each, a “Third Party Site”). We do not control or endorse any Third Party Site. You agree that we are not responsible for the availability or contents of such Third Party Sites. Your use of Third Party Sites is at your own risk.

10. Disclaimer of Warranty.

THE IPHONE APP IS PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE EXTENT PERMITTED BY LAW, CHEFS FEED AND CHEFS FEED’S DISTRIBUTORS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, WARRANTIES THAT THE IPHONE APP IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE, ACCURATE AND NON-INFRINGING. YOU BEAR THE ENTIRE RISK AS TO SELECTING THE IPHONE APP FOR YOUR PURPOSES. CHEFS FEED AND CHEFS FEED’S DISTRIBUTORS AND LICENSORS DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE IPHONE APP, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE IPHONE APP WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE IPHONE APP OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE IPHONE APP OR CHEFS FEED SITE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CHEFS FEED SHALL CREATE A WARRANTY. IF THE IPHONE APP OR CHEFS FEED ARE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. THIS LIMITATION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES. IF YOU RESIDE IN ONE OF THESE JURISDICTIONS, THIS DISCLAIMER MAY NOT APPLY TO YOU.

10. Limitation of Liability.

EXCEPT AS REQUIRED BY LAW, CHEFS FEED AND ITS DISTRIBUTORS, DIRECTORS, LICENSORS, CONTRIBUTORS AND AGENTS (COLLECTIVELY, THE “CHEFS FEED GROUP”) WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE IPHONE APP, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, AND COMPUTER FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH SUCH CLAIM IS BASED. EXCEPT AS SET FORTH IN SECTION 8, CHEFS FEED’S COLLECTIVE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED $50.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES. IF YOU RESIDE IN ONE OF THESE JURISDICTIONS, THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU.

11. Copyrights

Notifications of copyright infringement must be in writing and submitted to:

Credible, Inc.
Attn: Copyright Infringement
11 Tillman Place (4th Floor)
San Francisco, CA 94108

The notification must:

  1. Identify in sufficient detail the copyrighted work that you believe has been infringed upon (i.e., describe the work that you own).
  2. Identify what you claim is infringing on your copyright, and provide information reasonably sufficient to locate the item.
  3. Provide a reasonably sufficient method of contacting you, such as phone number and email address.
  4. Provide screenshots or other materials that are helpful to identify the works in question. (This is for identification only, not to “prove” substantive claims.)
  5. Sign the paper

13.  Injunctive Relief.

We will have the right to seek injunctive relief to enforce this Agreement or to stop or prevent an infringement of proprietary or other third-party rights.

14. Choice of Law, Jurisdiction and Venue.

You and we agree that any disputes between us shall be resolved under the substantive law of the state of California (exclusive of its choice of law provisions). You and we agree to submit all disputes between us to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California.

15. Entire Agreement.

This Agreement constitutes the entire agreement between you and us regarding the use of this Site and supersedes any prior or contemporaneous understandings and agreements between you and us related to its subject matter.

17. Section Titles.

The section titles in this Agreement are for convenience only and have no legal or contractual effect.

18. Non-Waiver.

Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.

19. Severability.

The parties agree that each provision of this Agreement is intended to be construed to be enforceable to the fullest extent possible. If any provision or part of a provision of this Agreement is held to be unlawful, void, or unenforceable, that provision or part of the provision shall be deemed severable from this Agreement and not affect the validity and enforceability of any remaining provisions.

20. Assignment.

You may not assign your rights under this Agreement to any third party; we may assign your rights under this Agreement without condition.