1. Acceptance of Terms
1.1 FoodeFind.com LLC (referred to as "FEF," "us" or "we"), provides Foodefind.com (the "Site"), an online forum wherein restaurants and eateries can create profiles and coupons in an online directory (collectively referred to as "Offerings"), subject to your compliance with the following Terms of Service ("Terms"), as well as any other written agreement(s) between us and you.
1.2 We reserve the right to change these Terms from time to time with or without notice to you. You acknowledge and agree that it is your responsibility to periodically review this Site and these Terms. Your continued use of this Site and Offerings after such modifications will constitute acknowledgement and acceptance of the modified Terms.
1.3 As used in these Terms, references to our "Affiliates" include our owners, licensees, assigns, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering this Site and/or material and Offerings available on this Site.
1.4 BY USING THIS SITE AND OFFERINGS ON THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, PLEASE EXIT THE SITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THIS SITE OR OFFERINGS AVAILABLE ON THIS SITE, OR THESE TERMS IS TO CEASE USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS, SERVICES OR OFFERINGS.
2.1 Offerings. FEF provides a number of Offerings for users on its Site, including, but not limited to, the ability to create profile pages and coupons for businesses, and to browse profiles and coupons for such businesses.
2.2 No Guarantee. Although FEF works hard to provide quality Offerings, you understand and acknowledge that we cannot promise or guarantee specific results from using the Site or Offerings available on this site.
2.3 Support & Services Policy. Please refer to our Support & Services Policy for the terms, conditions, and policies applicable to your ordering, purchasing, and cancellation of advertising services from FEF. You may view the Support & Services Policy at: http://foodefind.com/content/support-services. Our Support & Services Policy applies to all purchases made as a result of using the Site, and by ordering services through the Site you acknowledge and agree to the policies contained in the Support & Services Policy. Please review our Support & Services Policy for any changes before any purchase as we reserve the right to change the Support & Services Policy at any time.
2.4 Temporary Interruptions. You understand and agree that temporary interruptions of the Site may occur as normal events that are out of our control. You also understand and agree that we have no control over the third-party networks or service(s) that we may use to provide you with Offerings. You agree that the Offerings available on this Site are provided "AS IS" and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications, material posted by you, or personalization settings.
3. Site Conduct, Posting Policies & Third Party Websites
3.1 User-Created Content Guidelines: Your use of the Site is subject to all applicable laws and regulations, and you are solely responsible for any content you upload to or post on the Site. By posting content on the Site, you agree that you will not post profile information, pictures, coupons, promotions, offers, comments, links, code, or other material that:
- i. is unlawful, threatening, abusive, harassing, defamatory, deceptive, inaccurate, fraudulent, tortious, invasive of another's privacy, or includes graphic descriptions of sexual or violent material;
- ii. victimizes, harasses, degrades, discriminates against, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
- iii. infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
- iv. consists of unsolicited advertising, junk or bulk email (also known as "spam"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
- v. contains any form of malicious code, files, or programs that are designed or intended to disrupt, damage, or limit the functionality of any software, hardware, or telecommunications equipment or otherwise causes damage, or allows you to obtain unauthorized access to any data or other information of any third party;
- vi. breaches the security of, compromises or otherwise allows access to secured, protected or inaccessible areas of this Site, or attempts to gain access to other networks or servers via your account on this Site;
- vii. impersonates any person or entity, including any of our employees or representatives;
- viii. you know or reasonably should know cannot be distributed legally, or is for any illegal or unauthorized purpose.
3.2 No Endorsement. FEF neither endorses nor assumes any liability for any profile information, offers, promotions, coupons or other material uploaded or submitted by users on any part of the Site. FEF and our agents reserve the right, but not the obligation, to remove any and all content or postings, in our sole discretion and without prior notice to you. We are not responsible for any failure or delay in removing such content or postings.
3.3 Third-Party Sites and Information. This Site may redirect or link to other websites on the Internet, or may otherwise include references to information, products or services made available by third parties. While we make every effort to work with trusted, reputable parties, from time to time such sites may contain information, material or policies that some may find inappropriate or personally objectionable. You understand that we are not responsible for the accuracy, completeness, decency or legality of content hosted by third party websites, nor are we responsible for errors or omissions in any references made on those websites. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of party by us, or any warranty of any kind, either express or implied.
3.4 Products and Promotions. The Site allows users of the Site to post advertisements, coupons, and/or information about products and promotions offered by users of the Site. You may purchase products from or participate in promotions of users of the Site whose promotions or products are listed on this Site. Any such correspondence or promotions, including the delivery of and the payment for goods and services by other users of the Site, and any other terms, conditions, warranties or representations associated therewith, are solely between you and other users of the Site. We assume no liability, obligation or responsibility for any part of any such purchase or promotion.
4. FEF Intellectual Property
4.1 Content. For purposes of this Section 4, "content" is defined as any information, communications, published works, photos, video, graphics, music, sounds, or other material that can be viewed by users on our Site and is owned by FEF or our licensors.
4.2 Ownership of Content. All content on the Site is subject to intellectual property rights, contractual or other protection. The intellectual property rights are owned by us or our licensors. No content may be copied, distributed, republished, uploaded, posted or transmitted in any way except as provided expressly in these Terms or with FEF’s prior express written consent. Any use of the content other than as permitted by these Terms, or any other unauthorized use of the content may make you liable to FEF for violation of intellectual property rights.
4.3 Trademarks. Trademarks or service marks of FEF include, but are not limited to, Foodefind ™; and the Foodefind logo. All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of FEF or our Affiliates. All other trademarks or service marks are property of their respective owners. Nothing in these Terms grants you any right to use any trademark, service mark, logo, and/or the name of FEF or our Affiliates.
4.4 Site Use. FEF grants you a limited, revocable, nonexclusive license to use the content and material on the Site solely for your own personal purposes only and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other use. You agree not to copy the Site, reverse engineer or break into the site, or use materials or services in violation of any law. Any use of the Site or the material contained therein, other than as specifically authorized in the Agreement, without the prior written permission of FEF, is strictly prohibited and will terminate the license granted herein. Unless explicitly stated herein, nothing in the Agreement shall be construed as conferring to you, whether by implication, estoppel or otherwise, any title or ownership of, or exclusive use-rights to, any intellectual property or other right and any goodwill associated therewith. FEF reserves the right, without notice and in its sole discretion, to terminate your license to use the Site at any time and to block or prevent your future access to, and use of, the Site.
4.5 No Warranty for Third-Party Infringement. Neither we nor our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this Site will not infringe upon the rights of other users of the Site or of third parties.
5. Content You Create
5.2 You agree that FEF will not be bound to treat any User Content as confidential and may use any User Content on the Site and in its business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future FEF operations or business.
5.3 We respect the intellectual property rights of others, and we ask you to do the same. In instances where we are notified of alleged infringing FEF or User Content, a decision may be made to remove access or disable access to such materials, in compliance with the safe harbor provisions of the Digital Millennium Copyright Act, 17 U.S.C. § 512©.
5.4 If you believe that you or someone else's copyright has been infringed by FEF or User Content provided on this Site, you (or the owner or rights holder, collectively, "Rights Holder") should send notification to us immediately. Prior to sending us notice, the Rights Holder may wish to consult a lawyer to determine their rights and legal obligations under the DMCA and any other applicable laws. Nothing here or anywhere on this Site is intended as a substitute for qualified legal advice. To file a Notice of Infringing Material, we ask that the Rights Holder provide the following information:
- i. Reasonably sufficient details about the nature of the copyrighted work in question, or, in the case of multiple alleged infringements, a representative list of such works. This should include, title(s), author(s), any U.S. Copyright Registration number(s), URL(s) etc.;
- ii. Reasonably sufficient details to enable us to identify and locate the material that is allegedly infringing the Rights Holders' work(s) (for example, file name or URL of the page(s) that contain(s) the material);
- iii. The Rights Holder's contact information so that we can contact them (including for example, the Rights Holder's address, telephone number, and email address);
- iv. A statement that the Rights Holder has a good faith belief that the use of the material identified above in 2 is not authorized by the copyright owner, its agent, or the law;
- v. A statement, under penalty of perjury, that the information in the notification is accurate and that the Rights Holder is authorized to act on behalf of the copyright owner; and
- vi. The Rights Holder's signature or electronic signature.
Notice may be sent to us by writing us at [email protected].
5.5 You also acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may temporarily or permanently remove the identified materials from our Site without liability to you or any other party.
6. No Legal or Professional Advice
6.1 As part of its Offerings, FEF may make general templates for profiles, advertisements, coupons or promotions available, or provide design services for profiles, coupons, promotions, or advertisements at your specific direction. These templates and/or services are made available with the express understanding that neither FEF, nor the Site itself, are dispensing legal or professional advice as to the sufficiency of these templates and/or services for the specific needs of your business. FEF makes no representation or warranty as to the templates, designs, or any offer, promotion, coupon or advertisement being in compliance with the laws of your applicable jurisdiction. The templates and/or designs are general in nature; and you must ensure compliance with the laws and regulations of your jurisdiction before utilizing any template, design or service provided by FEF to advertise your business or any coupon or promotion. Services and resources provided by FEF are not intended as, nor should be considered to be, a substitute for legal or professional advice.
6.2 You must not rely on FEF or the Site for legal or professional advice as to the legality or sufficiency of any material included by you in your business profile, advertisements or coupons. FEF will not respond to or recognize any requests for advice as to the whether any material, offer or promotion included by you in your business profile, advertisements or coupons is legally sufficient. Any communications made by FEF should not be construed as legal or professional advice, or approval, as to the material included in any business profile, advertisement or coupon. You should consult with an attorney or other expert knowledgeable in the laws of the applicable jurisdiction before making any advertisement, promotion, coupon or other offering available through the Site.
7. Subscriptions & Billing
It is our mission to provide restaurants the best possible continuous service. Therefore, we offer our users the choice of three subscription packages when signing up to FoodeFind.com.
You can find the specific details regarding your subscription to FEF at any time by logging in to your Account on the FoodeFind website and clicking on the “Subscription” tab on your Account dashboard.
7.1 Billing. By providing a credit card or other payment method accepted by FEF ("Payment Method") for your FoodeFind.com subscription, you are expressly agreeing that we are authorized to charge you a monthly subscription fee, as well as any other fees for additional services you may purchase, and any applicable taxes in connection with your use of FEF to the Payment Method. If you want to use a different Payment Method other than the one you registered with when signing up to Foodefind.com, or if there is a change in your credit card validity or expiration date, you may edit your Payment Method information by logging in to the FoodeFind website and clicking on the “Subscription” tab and then the “Update billing information” tab. When you provide a Payment Method to access FEF, including a connection with a free trial offer, our system will attempt to verify the information you entered. We do this by processing an authorization hold, which is a standard practice. We do not charge you in connection with this authorization hold. If your Payment Method expires and you do not edit your Payment Method information or cancel your account, you authorize us to continue billing, and you will remain responsible for any uncollected amounts.
As used in these Terms, "billing" shall indicate either a charge or debit, as applicable, against your Payment Method. The subscription fee will be billed at the beginning of your subscription or expiration of your free trial period, if any, whichever is earlier, and on each monthly renewal thereafter unless and until you cancel your subscription or the account or service is otherwise suspended or discontinued pursuant to these Terms. To see the commencement date for your next renewal period, log in on the FoodeFind website and click on the “Subscription” tab on your Account dashboard.
We automatically bill your Payment Method each month on the calendar day corresponding to the commencement of your subscription (each such month, a "Monthly Period"). In the event your subscription began on a day not contained in a given month, we bill your Payment Method on the last day of such month. For example, if you became a paying subscriber on January 31, your Payment Method would next be billed on February 28. If you change your Payment Method, this could result in changing the calendar day upon which you are billed. You acknowledge that the amount billed each Monthly Period may vary due to promotional offers, changes in your subscription plan, and changes in applicable taxes, and you authorize us to charge your Payment Method for the corresponding amounts. If FEF changes the subscription fee or any other charges from time to time, we will give you advance notice of these changes by email. However, we will not be able to notify you of changes in any applicable taxes.
7.2 Ongoing Subscription and Cancellation. Your FoodeFind.com subscription will continue in effect on a month-to-month basis unless and until you cancel your subscription or the account or service is otherwise suspended or discontinued pursuant to these Terms. You must cancel your subscription before it renews each Monthly Period in order to avoid the next billing. We will bill the monthly subscription fee plus any applicable taxes to the Payment Method you provide to us during registration (or to a different Payment Method if you change your account information). If you cancel your subscription, cancellation will be effective at the end of the current Monthly Period -this means that you will have continued access to FEF for the remainder of that period, but you will not receive a refund. You can cancel your FoodeFind.com subscription by logging into your FoodeFind Account, clicking the “Subscription” tab then the "Cancel" tab.
7.3 Unpaid Amounts. In order to continue service on the FoodeFind website, it is important that each user honor the payment obligations to which the user agreed. Accordingly, we reserve the right to pursue any amounts you fail to pay in connection with FEF. You will remain liable for all such amounts and all costs incurred in connection with the collection of these amounts, including, without limitation, bank overdraft fees, collection agency fees, reasonable attorneys' fees, and arbitration or court costs.
7.4 Free Trials. On occasion, we may offer the use of FEF through free trials for certain qualifying users. If we offer you a free trial, the specific terms of your free trial will be stated in the marketing material describing the particular free trial. We are unable to accommodate combining free trials with any other offers. To view the specific details regarding your free trial, if any, log in to your account on the FoodeFind website and click on the “Subscription” tab then the "Summary" tab.
Once your free trial period ends, we will begin billing your Payment Method for monthly subscription fees corresponding to your subscription plan (plus any applicable taxes), unless you cancel prior to the end of your free trial. For that reason, unless otherwise indicated in the free trial description, you may be asked to set up a valid Payment Method when redeeming a free trial offer.
It is very important to understand that you will not receive a notice from FEF that your free trial subscription has ended or that your paying subscription has begun. If you wish to avoid charges to your Payment Method, you must cancel FEF prior to the last day of your free trial period. You can cancel your FoodeFind.com subscription by logging into your Account and click the “Subscription” tab then the "Cancel" tab. We will continue to bill your Payment Method on a monthly basis for your subscription plan until you cancel or the account or service is otherwise suspended or discontinued pursuant to these Terms. You may cancel your subscription at any time.
8. Privacy & Security
8.1 Login Required. In order to access some of the Offerings on this Site, or to post User Content, you may be asked to set up an account and password. Our account registration page requests certain personal information from you ("Registration Info"). You will have the ability to maintain and periodically update your Registration Info as you see fit. By registering, you agree that all information provided by you as Registration Info is true and accurate and that you will maintain and update this information as required in order to keep it current, complete and accurate.
8.2 Passwords & Security. If you register for an account on the Site, you agree that you are responsible for maintaining the security and confidentiality of your password and that you are fully responsible for all activities that occur under your account. Therefore, you must take reasonable steps to ensure that others do not gain access to your password and account. Our employees will never ask you for your password.
9.1 ALL CONTENT AND OFFERINGS ON THIS SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE CONTENT OR OFFERINGS WILL MEET YOUR REQUIREMENTS, (B) THE CONTENT, OFFERINGS OR SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE INFORMATION OR RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CONTENT OR OFFERINGS OFFERED WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY CONTENT OR OFFERINGS PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR NEEDS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.
9.2 THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE CONTENT AND OFFERINGS AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY SERVICES OR OFFERINGS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE CONTENT OR SERVICE INFORMATION AVAILABLE AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT OR PRODUCTS.
THE USE OF THE OFFERINGS OR OTHER ACQUISITION OF ANY PRODUCTS OR CONTENT THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES YOU INCUR AS A RESULT.
9.3 Through your use of the Site, you may have the opportunities to engage in commercial transactions with other users, vendors and/or the business listed in the online directory on the Site. You acknowledge that all transactions relating to any products, services or Offerings provided by any other user of the Site or by a third party, including, but not limited to the purchase terms, payment terms, warranties, guarantees relating to such transactions, are agreed to solely between the seller of such merchandise and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY OFFERINGS OR CONTENT AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.
9.5 SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.
10. Limitation of Liability & Indemnification
10.1 IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFIT LOSS; YOUR USE OF THE INFORMATION OR CONTENT CONTAINED ON THE SITE; OR YOUR RELIANCE UPON THE ACCURACY OF INFORMATION CONTAINED ON THE SITE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THIS SITE.
FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY PROMISES REGARDING OUR OFFERINGS OR CONTENT OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS WITH THE THIRD PARTY THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.
10.2 You agree to defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, and expenses, including attorneys' fees that may arise from your use or misuse of this Site or any of the content contained therein. You also agree to defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, and expenses, including attorneys' fees, relating to any transactions between you and any business listed on this Site or relating to your reliance on any of the content or information posted on this Site. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
11. Termination of Use
11.1 Grounds for Termination. You agree that we may, at our sole discretion, terminate or suspend your access to all or part of the Site with or without notice and for any reason, including, without limitation, breach of these Terms. Any suspected fraudulent, abusive or illegal activity may be grounds for barring your access to this Site, and reporting you to the proper authorities, if necessary.
11.2 No Right to Offerings Upon Termination. Upon termination and regardless of the reason(s) motivating such termination, your right to use the Offerings available on this Site will immediately cease. We shall not be liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us in connection therewith. Sections 1 and 3-11 of these Terms, as well as your liability for any unpaid fees, shall survive any termination.
12. Miscellaneous Provisions
12.1 International Use. Although this Site may be accessible worldwide, those who choose to access this Site from other locations do so on their own initiative and at their own risk. If you choose to access this Site from outside the United States, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products purchased over the Internet. Any offer for any product, Service, and/or information made in connection with this Site is void where prohibited.
12.2 Governing Law. This Site (excluding any Third Party websites) is controlled by us from our offices in Angwin, California, and the statutes and laws of the State of California shall be controlling, without regard to the conflicts of laws principles thereof. Any dispute arising out of this Agreement or your use of the Site shall be decided solely and exclusively by State or Federal courts located in Napa County, California. Any party who unsuccessfully challenges the enforceability of this forum selection clause shall reimburse the prevailing party for its attorney's fees, and the party prevailing in any such dispute shall be awarded its attorneys' fees.
12.3 Notices. All notices to FEF shall be in writing and shall be sent to [email protected]. You agree to allow us to submit notices to you using the email address provided by you in the Registration Info. Any notices or communication under these Terms will be deemed delivered to the party receiving such communication on the delivery date when transmitted by email.
12.4 No Resale Right. You agree not to sell, resell, reproduce, duplicate, distribute, copy or use for any commercial purposes any portion of this Site, or use of or access to this Site or Offerings provided through this Site, beyond the limited rights granted to you under Section 4 of these Terms.
12.5 Force Majeure. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of Offerings available through our Site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.
12.6 Savings Clause. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
12.7 No Waiver. Any failure by us to enforce or exercise any provision of these Terms or related rights shall not constitute a waiver of that right or provision.
12.8 Entire Agreement. These terms and conditions constitute the entire agreement and understanding between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. These Terms may NOT be altered, supplemented, or amended by the use of any other document(s). To the extent that anything in or associated with this Site is in conflict or inconsistent with these Terms, these Terms shall take precedence.