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Terms and conditions

EFOOD JUNCTION TERMS OF SERVICE

Last Updated September 2, 2012

  1. Introduction

    This page describes the relationship between you and Hospitality Junxion, Inc., a New York corporation d/b/a eFood Junction ("eFood Junction", "us" or "we"). In order to use any of the services described below you must first agree to these Terms of Service (these "Terms").

  2. Accepting the Terms
    1. Before you register with eFood Junction or use any of the services at eFood Junction (the "Services"), you must read and agree to be bound by these Terms.
    2. Amendments. We may change, add, remove or otherwise amend portions of these Terms at any time, which shall take effect upon posting. It is your responsibility to review these Terms prior to registration and prior to any use of the Services. By continuing to use the Services, you agree to be bound by any changes.
  3. Use of the Services
    1. Eligibility. In order to be eligible to use the Services, you must be at least eighteen years of age and engaged in the food services industry as (i) a purveyor (as such term is understood in the industry, a "Purveyor") or (ii) a business engaged in the preparation of food for commercial purposes ("Buyers").
    2. Buyer Usage.

      a. Purveyors may, at their option, restrict those Buyers able to submit orders to Buyers that such Purveyor has pre-approved. In the event this is the case, any order placed by any Buyer not approved by the Purveyor will be submitted to the Purveyor for which the order was placed, but the Purveyor is not obligated to fill the order until such time as the Purveyor approves the Buyer.

      b. Buyers agree to honor all terms of purchase for each order placed with a Purveyor.

    3. Purveyor Usage.

      a. Purveyors agree to list accurate and truthful prices, honor orders submitted by approved Buyers, and absent typographical error, honor the prices in effect as orders are submitted.

      b. Purveyors agree to deliver goods to any Buyer, subject to approval pursuant to Section 3.2, with a validly placed order under an agreement between Buyer and Purveyor on commercial reasonable terms.

  4. Maintenance of Account
    1. Registration. In order to use the services, you must register an account associated with your email address (an "Account") and additionally contact information for your business (a "Business Information").
    2. Account Information. As part of the registration process, you will be asked to provide a number of pieces of information relating to the ownership and billing information for your Account and your Business Information (the "Account Information"). You agree that you will not provide any false, inaccurate or misleading Account Information to eFood Junction during the registration process or in any update to any Account Information.
    3. Single Account Per Physical Location. There is one account per physical location for each restaurant and each purveyor (e.g. a "chain" of restaurants must maintain a separate account for each physical location). You agree that you will not share your account information across multiple locations.
    4. Security. You are responsible for all activity associated with your Account including any use by third parties. If you become aware of a breach in security or any unauthorized access to your account, you agree to notify eFood Junction immediately.
  5. Payment Terms
    1. Fee for accounts. In order to maintain your Account, you are responsible for paying a fee in order to keep the Business Account active. eFood Junction will bill the credit card on file at the time periods specified in the Account settings (be it monthly, yearly, or any other regular time period, the "Access Period"), unless you cancel the service. eFood Junction is not responsible for any overdraft fees or consequences as a result of using payment information that may result in insufficient funds.
    2. Changes to Fee Schedule. eFood Junction will not change any of the fees associated with the service except on 30 days' notice.
    3. Refund and Cancellation Policy. In the first 15 days following the activation of an Account, you may elect to request a refund and terminate your access to the Services. Following the first 15 days during which the Account is active, all sales are final and payment for each Access Period must be made in advance. In the event a refund is requested pursuant to this section, eFood Junction will offer a full refund of amounts charged to the credit card on file with your account. eFood Junction can only offer refunds in the same manner, and to the same account and credit card information on which the charges were originally processed.
  6. Content
    1. Posting. In the event you post content to the Services, you grant eFood Junction a perpetual, non-exclusive, worldwide, royalty-free, sub-licensable right to exercise any and all copyright, trademark, publicity, and database rights you have in the content, in any media now known or hereafter existing.
    2. Ownership of Content. You represent and warrant that you either are, or have permission from, the owner of any content that you post to the site through your account.
    3. Removal of Content at eFood Junction's Discretion. eFood Junction may, in its sole discretion, remove content that it finds to be offensive, misleading, untrue or otherwise harmful to users of the Services.
  7. IP Rights

    You acknowledge that eFood Junction owns all legal right, title and interest in and to the Services, including, without limitation, intellectual property rights (which subsist in the Services, whether those rights are registered or not). You agree that you will not copy, reproduce, alter, modify or create derivative works from the Services in any way, including, without limitation, by using any robot, spider, other automated device, or manual process to monitor or copy any content from the Services.

  8. DISCLAIMER OF WARRANTIES

    YOU ACKNOWLEDGE THAT EFOOD JUNCTION IS PROVIDING THE SERVICES TO YOU ON AN "AS-IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, EFOOD JUNCTION HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

  9. LIMITATION OF LIABILITY

    YOU AGREE THAT IN NO EVENT WILL EFOOD JUNCTION BE LIABLE FOR ANY LOST PROFITS OR OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES UNDER ANY THEORY OF LIABILITY WHATSOEVER ARISING FROM, OR RELATING TO, THE SERVICES OR ANY TRANSACTINS ARISING OUT OF OR RESULTING THEREFROM. eFood Junction does not have legal ownership of any of the goods listed on the Services. Legal ownership of the goods listed on the Services transfers between the buyer and seller directly under a separate agreement. eFood Junction does not independently verify information posted on the Services.

  10. Indemnification

    You hereby indemnify and hold harmless eFood Junction and all officers, directors, owners, agents, affiliates and employees (collectively, the "Indemnified Parties") from and against any liability and costs, including, without limitation, reasonable attorneys' fees, incurred by the Indemnified Parties in connection with any claim due to or arising out of any breach of these Terms by you or a user of your account, or a violation by you or a user of your account of any law or the rights of any third party.

  11. Termination
    1. Termination by eFood Junction. eFood Junction reserves the right to terminate, cancel, suspend or otherwise remove access to the Services if you (i) violate these Terms, (ii) violate any provision of law, or (iii) if eFood Junction ceases to offer the Services. In the event eFood Junction terminates access to an account pursuant to subsections (i) and (ii) of this Section, you will not be entitled to a refund.
    2. Termination by You. You may terminate your account at any time by visiting the account management page.
  12. Miscellaneous Provisions of Law
    1. Governing Law. These Terms shall be governed by, and construed in accordance with, the laws of the State of New York without regard to its conflict of laws provision.
    2. Venue; Submission to Jurisdiction. Both eFood Junction and you submit to the jurisdiction of any New York State court or federal court of the United States of America sitting in the City of New York, the Borough of Manhattan, the State of New York, and any appellate court from any jurisdiction thereof, in any action or proceeding arising out of or relating to these Terms, or for recognition or enforcement of any judgment.
    3. Arbitration. Except for any claims for injunctive or equitable relief or claims relating to intellectual property rights, both you and eFood Junction agree that any dispute under these Terms shall be finally determined in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc by a panel of three arbitrators appointed in accordance with such rules sitting in the borough of Manhattan in the City and State of New York.
    4. Severability. If any provision of these Terms is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of these Terms shall not be affected or impaired thereby.
    5. No Waivers. Failure by eFood Junction to enforce any provision of these Terms shall not constitute a waiver.
    6. Notices. You agree that eFood Junction may provide Notices by posting on the Services. Notices become effective when posted.
    7. Entire Agreement. These Terms constitute the entire agreement between eFood Junction and you and supersedes any prior agreement.
    8. Translations. In the event eFood Junction has provided you with a translation of the English language version of these Terms, you agree that the translation is for convenience only and that the English language version of these Terms will govern. If there is any contradiction between a translation of these Terms and the English language version of these Terms, then the English language version shall take precedence.