March 15, 2009

Welcome to D. J. Ardore Inc.'s

Advertising & Listing
Terms Of Service Agreement

(Advertising & Listing Terms Of Service)
(ALTOS)

 

This Advertising and Listing Terms Of Service Agreement (hereinafter referred to as “ALTOS”) describes the terms and conditions applicable to your advertising, listing and/or publishing information (hereinafter “HOSTING”) about or for your business (hereinafter “BUSINESS”) on D. J. Ardore, Inc. (hereinafter “ARDORE”) owned websites (hereinafter “WEBSITE”) and the content utilized including but not limited to text, electronic images, photographic images, virtual tours, video, recipes, menus, hours, driving directions, business description, coupons, entertainment information, business name and/or logo and all content used or hyperlinked from business website, trademarks, service marks registered or otherwise (hereinafter ”CONTENT”) published on ARDORE owned websites.

 

This ALTOS constitutes an agreement between ARDORE on one hand and the BUSINESS its officers, directors, partners, employees and agents severally and together as may be allowed by law on the other hand.
 
ARDORE may revise and update this agreement periodically, without notice.
THE BUSINESS AGREES TO BE BOUND BY ANY SUCH REVISION AND/OR UPDATE TO THIS AGREEMENT AND THEREFORE AGREE TO VISIT

http://www.restaurantpassion.com/AdvertisingTerms.html

LOCATED ON THE INTERNET TO REVIEW THE AGREEMENT FROM TIME TO TIME TO KEEP THE BUSINESS CURRENT AS TO ANY REVISIONS AND UPDATES AT LEAST ONCE A MONTH.


Use of Materials and Content, Restrictions, Copyrights


All CONTENT including but not limited to text, electronic images, virtual tours and video created by ARDORE and/or for ARDORE WEBSITE is and shall remain ARDORE property. None of the CONTENT created and/or owned by ARDORE may be saved, downloaded, copied or reproduced in any form by the BUSINESS, including but not limited to electronic, digital, mechanical, and photocopying without the prior written consent by ARDORE. All CONTENT on this WEBSTE is for viewing purposes only. No permission is granted to download, save and/or use any of the CONTENT on this WEBSITE unless the prior written consent is granted by ARDORE to do so. Additionally, the CONTENT of this website is not to be saved, downloaded and or published on all non-ARDORE owned computer servers and/or networks.

ARDORE reserves the right to use, to license and/or allow others to use CONTENT created by ARDORE in any format, manner and/or media outlet whatsoever including, but not limited to: publicity, advertising, promotion, commercial broadcast, network broadcast, merchandising, and for all other purposes to be determined by ARDORE. BUSINESS acknowledges and agrees that all rights now known or hereinafter existing of any kind and nature, including but not limited to copyrights in and to such CONTENT created by ARDORE, belong to ARDORE without the reservation of rights in BUSINESS. BUSINESS acknowledges and agrees that all proceeds generated from the use of and/or license of CONTENT created by ARDORE belong to ARDORE and that BUSINESS shall have no rights whatsoever therein.



WEBSITE CONTENT Hyperlink “Link In” Restrictions


The BUSINESS is not permitted to: use, hyperlink to and/or republish ARDORE owned CONTENT on third party websites except, however, that the BUSINESS is granted permission to hyperlink to ARDORE owned CONTENT which includes but is not limited to Electronic Images, Virtual Tours and Video on the WEBSITE from the BUSINESS’s website or other third party website provided that the BUSINESS has purchased and paid all applicable “link in” fees to ARDORE, at prevailing rates prior to creating and/or maintaining such hyperlink. Such “link in” fees shall be determined by ARDORE and can be changed at the sole discretion of ARDORE.

The BUSINESS acknowledges and agrees that the BUSINESS is not permitted to publish and/or use ARDORE owned CONTENT on websites not owned by ARDORE. Further, the BUSINESS acknowledges that should the BUSINESS elect to not renew the HOSTING service herein, all “link in” rights previously granted by ARDORE shall immediately terminate and CONTENT will no longer be accessible.



WEBSITE DYNAMIC WEB PAGES


ARDORE offers a service whereas information stored in ARDORE databases for viewing on the ARDORE WEBSITE can be displayed in conjunction with the BUSINESS’ website or other third party website (hereinafter “DYNAMIC WEB PAGES”).

DYNAMIC WEB PAGES include but are not limited to BUSINESS menus, hours, coupons, and events created by ARDORE for use in conjunction with the BUSINESS WEBSITE. The DYNAMIC WEB PAGES shall remain the property of ARDORE. The BUSINESS shall be granted the right to hyperlink to the DYNAMIC WEB PAGES at ARDORE’s sole discretion from the BUSINESS’s website or other third party website provided the BUSINESS has purchased and paid all applicable “link in” fees to ARDORE at the prevailing rates prior to creating and/or maintaining such hyperlink. Such prevailing rates shall be determined by ARDORE, at ARDORE’s sole discretion.

The BUSINESS acknowledges and agrees that the BUSINESS is not permitted to publish and/or use in any manner, ARDORE owned DYNAMIC WEB PAGES on websites not owned by ARDORE. Further, the BUSINESS acknowledges that should the BUSINESS elect to not renew the HOSTING service herein, all “link in” rights previously granted by ARDORE shall immediately terminate and DYNAMIC WEB PAGES shall no longer be accessible.

 

ARDORE DYNAMIC WEB PAGE SERVICES

 

ARDORE offers online Reservations, Gift Certificate Purchasing and Food Ordering Dynamic web page services (hereinafter “DYNAMIC WEB PAGE SERVICES”) for an annual fee and incremental fee for each dynamic web page used by a WEBSITE user.

ARDORE offers DYNAMIC WEB PAGE SERVICES with the look and feel of the BUSINESS’s website that can be accessed via hyperlink from the BUSINESS’s website. The BUSINESS is granted a “link In” rights to hyperlink to ARDORE owned DYNAMIC WEB PAGE SERVICES from the BUSINESS’s website or other third party website provided that the BUSINESS has purchased and paid all applicable annual “link In” fees to ARDORE at the prevailing rates prior to creating and/or maintaining such hyperlink. Such prevailing rates shall be determined by ARDORE, in ARDORE’s sole and absolute discretion.

The BUSINESS acknowledges and agrees that the BUSINESS is not permitted to publish and/or use ARDORE owned DYNAMIC WEB PAGE SERVICES on websites not owned by ARDORE. Further, the BUSINESS acknowledges that should the BUSINESS elect to not renew HOSTING service herein, all “link In” rights previously granted by ARDORE shall immediately terminate and DYNAMIC WEB PAGE SERVICES shall no longer be accessible.

The BUSINESS agrees it will not use and/or disclose to others information contained within DYNAMIC WEB PAGE SERVICES communications received by the BUSINESS except to provide the WEBSITE user the specific product and/or service requested in such communication except if the website user provides authorization to do so.

The BUSINESS agrees ARDORE is not responsible for any/all lost, late or misdirected electronic, fax and/or e-mail communications sent to the BUSINESS as part of DYNAMIC WEB PAGE SERVICES or for any computer, online, internet, telephone, fax machine or technical malfunctions that may occur in conjunction with such DYNAMIC WEB PAGE SERVICES.

 

Restaurant Passion Video Program

 

ARDORE offers a HOSTING service whereas streaming video of a BUSINESS premises and/or cooking demonstrations can be displayed on the WEBSITE (hereinafter “VIDEO PROGRAM”).

The BUSINESS must purchase the BASIC SERVICE as defined in the “Pricing for HOSTING Services and Link In Fees” section of this agreement to participate in the VIDEO PROGRAM.

 

Pricing for  HOSTING Services and Link In Fees

 

Published HOSTING services and “link In” fee pricing may vary in different geographical areas and/or jurisdictions.  ARDORE reserves the right to revise pricing for all fees charged and/or services it provides including but not limited to HOSTING service and license fees.  ARDORE reserves the right to revise pricing upon renewal of HOSTING services herein.  Pricing for licenses and/or services provided herein are published separately and are provided to prospective and current ARDORE clients upon request. ARDORE reserves the right to provide sale price, promotional and/or special pricing to select BUSINESS’s at any time at its sole discretion.

 

ARDORE HOSTING services currently offered include but are not limited to:

 

 (a)      All services, offered for the WEBSITE except for electronic images, virtual tours and video preparations and online reservations, online gift certificates, online ordering DYNAMIC WEB PAGE’s, DYNAMIC WEB PAGE SERVICES and the RPTV Program, (the “BASIC SERVICE”);

 

(b)          ARDORE offers a HOSTING service VIDEO PROGRAM whereas streaming video of a BUSINESS premises, cooking demonstrations and/or other video can be displayed on the WEBSITE;

 

(c)          Creative Preparations offered for a fee, which include but are not limited to, electronic images, virtual tours and streaming video, which can be incorporated into web pages that for HOSTING;

 

(d)          DYNAMIC WEB PAGE SERVICES offered as an interactive method by which WEBSITE users can transmit online reservations, online gift certificate purchases, and online ordering of food;

 

(e)          DYNAMIC WEB PAGES offered to allow the display of data stored in ARDORE owned databases onto web pages, to be used in conjunction with the customer website;

 

(f)          Link In FEES: ARDORE charges “link In” fees for hyper linking to web pages containing ARDORE owned CONTENT including but not limited to electronic images, virtual tours, video, online reservations, online gift certificates, online ordering DYNAMIC WEB PAGE’s, and DYNAMIC WEB PAGE SERVICES as defined herein; and

 

(g)          HOSTING service and Link In Fees, must be renewed upon term expiration at the prevailing rates if the BUSINESS continues to use this service and access CONTENT.

 

Gift Certificate Program

 

If a website user chooses to purchase a gift certificate via this WEBSITE gift certificate online order form for the BUSINESS, the BUSINESS has the option of utilizing one of the two methods below to obtain gift certificate orders.

 

Online Credit Card Orders (Payment Information Provided Online)

 

ARDORE does not store, process, and/or transmit gift certificate order credit card data.  ARDORE utilizes the secure services of a third party “payment gateway” retained by the BUSINESS. ARDORE requires online payment transactions be completed via the payment gateway method to allow for “Payment Card Industry” (PCI) compliance.

 

For information on Payment Card Industry (PCI) compliance please visit:

 

http://en.wikipedia.org/wiki/PCI_DSS

https://www.pcisecuritystandards.org

 

 

Online Courtesy/Convenience Orders (No Payment Information Provided Online)

(This method will no longer be available after December 31, 2009)

 

ARDORE offers a courtesy/convenience order process.  This non online payment method allows for the secure transmit of gift certificate order data (purchaser and ship to information) without payment information.  Upon the BUSINESS receipt of an order, they shall contact the purchaser via telephone or the purchaser may contact the BUSINESS via telephone, confirm a unique order number, then provide the BUSINESS directly with payment information.  In the event a purchaser feels uncomfortable providing payment information from a BUSINESS inbound telephone call, the BUSINESS shall suggest the purchaser call them back at their establishment.

 

Gift Certificate Conditions

 

Gift Certificates purchased are to be valid for the period noted on the gift certificate online order form and confirmation. Gift Certificates are NOT refundable and cannot be redeemed for cash. The website user is purchasing the Gift certificates from the BUSINESS selected and shall be charged for the Gift Certificates directly from the BUSINESS. The BUSINESS agrees ARDORE is not responsible for lost, misdirected and/or unprocessed Gift Certificates orders regardless of cause. The BUSINESS agrees ARDORE is not responsible for lost, misdirected, incomplete or failed order submissions. The BUSINESS acknowledge and agrees that ARDORE may maintain a permanent record of the information provided for a gift certificate order.

 

The BUSINESS agrees to indemnify and hold harmless ARDORE, its directors, officers, employees, agents, licensors, vendors, advertisers, and clients from all claims including reasonable attorneys fees arising from or related to Gift Certificate order, Gift Certificate purchase, Gift Certificate redemption, process of transmitting and subsequent handling of gift certificate information provided to the BUSINESS, to ARDORE, the website user and/or to the third party payment gateway.

Third Party Advertising On Website

 

ARDORE at its sole discretion may elect to publish third party advertisements (hereinafter "ADS") on any webpage of this WEBSITE and/or in conjunction with any CONTENT displayed on this WEBSITE.  BUSINESS acknowledges and agrees that ARDORE owns all rights of every kind and character to all the proceeds and consideration generated from ADS displayed on WEBSITE; financial and or otherwise. BUSINESS acknowledges and agrees that BUSINESS has NO rights to any consideration and/or compensation financial and/or otherwise generated from ADS displayed on WEBSITE.

ADS may be displayed in any format including but not limited to text, images, banners and video.  BUSINESS acknowledges and agrees that ADS can be displayed on web pages containing BUSINESS CONTENT and/or in conjunction with any service herein including but not limited to HOSTING, DYNAMIC WEB PAGES and/or DYNAMIC WEB PAGE SERVICES.
 
ARDORE Rights To Use Materials Supplied By the BUSINESS

 

The term "MATERIAL" herein shall be defined as all CONTENT and information that the BUSINESS submits to ARDORE, is published on the BUSINESS’s website and/or authorizes ARDORE to use in any capacity that ARDORE sees fit. The BUSINESS represents and warrants that: (a) the MATERIAL is the BUSINESS’s original work, (b) the BUSINESS has full right and power to enter into and perform this Agreement, and has secured all third party consents, necessary to enter into this Agreement and to list the MATERIAL on ARDORE websites, (c) the MATERIAL does not and will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights of publicity or privacy, or moral rights, (d) the MATERIAL does not and will not violate any law, statute, ordinance or regulation, (e) the MATERIAL is not defamatory, trade libelous, pornographic or obscene, (f) the MATERIAL does not contain any viruses or other programming routines that detrimentally interfere with computer systems or data, (g) all factual assertions that the BUSINESS has made and will make to ARDORE are true, complete and accurate. The BUSINESS agrees to execute and deliver documents to ARDORE, upon ARDORE’s request, and such documents shall evidence or effectuate ARDORE’s rights under this Agreement.

The BUSINESS hereby grant to ARDORE (by the act of, delivering, transmitting, uploading MATERIAL to ARDORE and/or otherwise authorizing ARDORE to use and/or publish MATERIAL as described in this agreement) a nonexclusive, worldwide, royalty-free license to:

(a) edit, modify or convert the MATERIAL into form that will enable ARDORE to display, broadcast, and transmit or otherwise communicate the MATERIAL in any format, manner and/or media outlet and on any ARDORE owned website and/or websites owned by others for the purpose of advertising and/or promoting the BUSINESS products and/or services; and for advertising, promoting and/or selling ARDORE websites, products, and/or services; and for other purposes including, but not limited to: publicity, advertising, promotion, commercial broadcast, network broadcast, merchandising as determined by ARDORE.

(b) edit, modify or convert the MATERIAL into form that will enable ARDORE to display, broadcast, and transmit or otherwise communicate the MATERIAL on any magnetic and/or digital format storage device including but not limited to CD ROM, DVD and Internet download for the purpose of advertising and/or promoting the BUSINESS products and/or services; and for advertising, promoting and/or selling ARDORE websites, products, and/or services;

(c) reproduce, distribute, display, broadcast, and transmit or otherwise communicate the MATERIAL for the purpose of advertising and/or promoting the BUSINESS products and/or services; and for advertising, promoting and/or selling ARDORE websites, products, and/or services;

(d) use any trademarks, service marks, trade names, and copyrighted matter incorporated in the MATERIAL the BUSINESS sends to ARDORE for the purpose of advertising and/or promoting the BUSINESS products and/or services; and for advertising, promoting and/or selling ARDORE websites, products, and/or services;

(e) use the name and likeness of any individuals embodied or represented in the MATERIAL for the purpose of advertising and/or promoting the BUSINESS products and/or services; and for advertising, promoting and/or selling ARDORE websites, products, and/or services;.

Term of This Agreement

This Agreement shall become effective upon the BUSINESS’ written or verbal authorization, and shall remain in effect for either: (i) the term of the HOSTING service ordered by the BUSINESS or (ii) when all of the BUSINESS’s MATERIAL are removed from the WEBSITE, whichever is longer or (iii) a claim or liability against ARDORE arise after HOSTING service has been terminated and/or after the BUSINESS’s MATERIAL are removed from the WEBSITE.

The BUSINESS authorizes ARDORE to continue publication of MATERIAL on the WEBSITE after the HOSTING service has terminated should ARDORE elect to do so at ARDORE’s sole discretion. 

The BUSINESS agrees to provide ARDORE MATERIAL for publication on a timely basis. Failure on the BUSINESS part to provide MATERIAL on a timely basis will not extend HOSTING term, nor shall the BUSINESS be given any credit for not having a full and complete HOSTING. The BUSINESS acknowledges that HOSTING service and “link In” rights issued herein requires the BUSINESS to renew such service and “link In” rights for a fee at prevailing rates at the end of the term of service. Should the BUSINESS elect to not renew HOSTING service herein, all HOSTING service and/or “link In” rights granted shall immediately terminate and CONTENT will no longer be accessible.

Further, should “link In” rights for ARDORE CONTENT, DYNAMIC WEB PAGES and/or DYNAMIC WEB PAGE SERVICES terminate or be revoked, the BUSINESS shall be responsible for making all changes to the BUSINESS website to remove integration of ARDORE CONTENT, DYNAMIC WEB PAGES and/or DYNAMIC WEB PAGE SERVICES at the BUSINESS’s sole expense.

Compliance With Local Laws

ARDORE makes NO representation that the MATERIAL and CONTENT contained in WEBSITE is legal in all jurisdictions. The BUSINESS is responsible to ensure that all MATERIAL and CONTENT provided to ARDORE for use in this website is in compliance with applicable state and local laws.  The BUSINESS agrees to the reasonableness of this provision and hereby agrees to take affirmative steps to ensure compliance with all applicable state and local laws. 


CONTENT & MATERIAL Accuracy

The BUSINESS agrees to review all MATERIAL that it provides to ARDORE for completeness and accuracy. ARDORE shall not be responsible for typographical errors or omissions of any kind. The BUSINESS agrees to review all MATERIAL posted to the WEBSITE relative to the BUSINESS, for accuracy, each day after providing ARDORE with such MATERIAL for publication until such MATERIAL are published by ARDORE. Additionally, the BUSINESS agrees to bear the entire liability arising from any claim resulting from any error or omission in MATERIAL published to the website by ARDORE, or its agents, or the BUSINESS in conjunction with HOSTING and/or regardless of whom is responsible for the error or omission.


Maintenance and Update of CONTENT & MATERIAL On This Website

The BUSINESS agrees that it is responsible for maintaining and updating its MATERIAL and CONTENT published on WEBSITE except for electronic images, virtual tours and video. ARDORE allows for one (1) complimentary (No Charge) update of the BUSINESS’s provided MATERIALS per month. Electronic images, virtual tours and video shall be published to WEBSITE by ARDORE. If the BUSINESS requests ARDORE to update its CONTENT or MATERIAL in excess of greater than one (1) time in any given month, the BUSINESS agrees to pay the current prevailing labor rate, to be determined by ARDORE, at that time the services are provided. Minimum billing shall be one hour.

User Name and Password

The BUSINESS shall receive a User Name and Password for access to make changes and modifications to the BUSINESS’s written CONTENT and MATERIAL published to the WEBSITE.

The BUSINESS agrees not to disclose its user name and password to third parties.  The BUSINESS agrees that only one person may utilize a user name and password.  Should additional user names and passwords be needed the BUSINESS agrees to contact ARDORE to provide same. The BUSINESS agrees to bear the entire liability arising from any claim resulting from unauthorized access to WEBSITE in conjunction with the user name and password provided to it.

Further, the BUSINESS agrees to bear the entire liability arising from any claim resulting from all other types of other unauthorized access to WEBSITE that results in the BUSINESS CONTENT or MATERIAL and/or other information stored on WEBSITE server for the benefit of the BUSINESS being stolen, compromised, damaged, corrupted, modified and/or destroyed, however arising.

Hyperlinks

The BUSINESS authorizes ARDORE to provide hyperlinks to third party websites from HOSTING on ARDORE owned websites. The BUSINESS agrees that such third party websites shall be maintained in good operating order as a matter of practice. Additionally, the BUSINESS agrees to indemnify and hold harmless ARDORE against any claim arising from hyperlinks to and/or from use of third party websites that are linked to ARDORE owned websites, including but not limited to any claim in connection with computer viruses, CONTENT, MATERIALS, goods or services provided or offered by the BUSINESS, to the BUSINESS, or others and/or to ARDORE or its website users. The BUSINESS is NOT permitted to hyperlink CONTENT including, but not limited to, images and web pages on third party websites and/or web servers to the website without ARDORE’s express written permission. Hyperlinks are prohibited from third party websites to ARDORE owned websites and/or CONTENT contained within ARDORE websites including but not limited to web pages, electronic images, video and/or virtual tours.

 

Communications & Privacy

All MATERIAL, CONTENT, information, or e-mail the BUSINESS transmits or provides to ARDORE directly or indirectly, and/or to WEBSITE users, and/or to the WEBSITE by any means will be considered NON-CONFIDENTIAL and NON-PROPRIETARY. The BUSINESS agrees that any such MATERIAL, CONTENT, information or e-mail shall be the property of ARDORE and may be used for any purpose whatsoever, including ARDORE’S right to gain an economic advantage via commercial sales and/or use.

 

Further the BUSINESS agrees that any CONTENT and/or MATERIAL, information or e-mail the BUSINESS receives from ARDORE at the BUSINESS provided e-mail addresses and/or the website users will be considered NON-CONFIDENTIAL and NON-PROPRIETARY, and shall become the property of ARDORE and may be used for any purpose solely by ARDORE. The BUSINESS agree not to transmit or provide any unlawful, threatening, libelous, defamatory, obscene, pornographic or otherwise offensive material to ARDORE and/or its WEBSITE users and/or the WEBSITE.

ARDORE is not responsible for any/all lost, late or misdirected electronic, fax and/or e-mail communications sent to the business or for any computer, online, internet, telephone, fax machine or technical malfunctions that may occur in transmitting such communication.

ARDORE Trademarks

ARDORE owns all its trademarks posted on the WEBSITE. ARDORE owned trademarks may not be used without the prior written consent of ARDORE. The registered trademarks “ARDORE”, “D. J.” “ARDORE'S”, “RESTAURANTARDORE”, “RESTAURANTPASSION” and “WEDDDINGPASSION” are owned and belong exclusively to ARDORE. All other trademarks or service marks registered and/or otherwise are owned by their respective companies and cannot be used without their express permission.

Third Party Trademarks & Content

The BUSINESS agrees not to make any reference to third party trademarks, service marks and/or CONTENT without the express written permission of the owner of such trademarks, service marks and/or CONTENT. Such reference includes but is not limited to restaurant reviews prepared and/or published by third parties.

Removal of Content or Materials From The Website

The BUSINESS agrees that ARDORE reserves the right to terminate HOSTING and/or remove any of the BUSINESS’s MATERIAL or CONTENT from the website for any reason it deems necessary without prior notice to the BUSINESS. Additionally, ARDORE reserves the right to remove any MATERIAL or CONTENT that is involved in a trademark, service mark or copyright dispute until the dispute is resolved by mutual agreement of the parties involved or by a court of law.

Warranties

The BUSINESS represents and warrants that; (i) ARDORE makes no warranties that the WEBSITE shall meet the BUSINESS requirements, or that WEBSITE is error free, works properly and/or that the quality of this WEBSITE will meet the BUSINESS’s expectations; (ii) the WEBSITE may not operate and/or display properly on all Internet browsers. (iii) the WEBSITE may become non-operational due to normal maintenance and occasional technical difficulties; and (iv) that it will not make any claim (and will hold ARDORE harmless) against ARDORE for any malfunction, loss of data, non-operation/display, non performance, of the WEBSITE and/or WEBSITE database and/or WEBSITE files.

Payment for Products and Services

Payment for products and services provided to the BUSINESS by ARDORE is required at time of sale unless other written arrangements are made in advance. All overdue payments shall accrue interest at the lesser of one and one-half (1-1/2%) percent per month or the maximum interest rate permitted by law. The BUSINESS agrees to pay ARDORE for any costs incurred, including collection agency fees and/or reasonable attorney fees in collecting overdue payments and/or interest from the BUSINESS. 

Indemnity

The BUSINESS agrees to indemnify and hold harmless ARDORE, its directors, officers, employees, agents and vendors from any claim arising from all services ARDORE provides to the BUSINESS including but not limited to; HOSTING, DYNAMIC WEB PAGE SERVICES, DYNAMIC WEB PAGES, Gift Certificate Program and/or from MATERIALS and/or CONTENT on WEBSITE, or from any breach of this agreement, or from the BUSINESS’s violation of any law or the BUSINESS’s violation of the rights of any third party. Additionally, If legal action is threatened or commenced against ARDORE in connection with services ARDORE provides to the BUSINESS and/or HOSTING and MATERIALS published on this website, ARDORE shall give immediate written notice thereof to the BUSINESS. The BUSINESS shall defend, indemnify and hold ARDORE and its directors, officers, employees and agents, harmless against all claims, suits, costs, damages, judgments, attorney fees, settlement or expenses incurred, claimed, obtained or sustained by third parties, whether for intellectual property infringement, dilution, misappropriation or otherwise, arising out of HOSTING and/or providing MATERIAL for use on this website, or from the BUSINESS’s breach of this agreement, or from the BUSINESS’s violation of any law or the BUSINESS’s violation of the rights of any third party. The BUSINESS shall have the right to defend any such action or proceeding with attorneys of its own choosing. Should the BUSINESS fail to defend, ARDORE shall have the right to defend such action at the BUSINESS’ expense.

Liability Limitation & Disclaimer of Warranties

THE BUSINESS AGREE THAT ARDORE, its directors, officers, employees, agents and vendors SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR GOODWILL ARISING OUT OF HOSTING HEREIN OR ANY OTHER SERVICE PROVIDED BY ARDORE FOR THE BUSINESS ON WEBSITE OR IN CONNECTION WITH THE USE OR ANY OTHER MATTER RELATING TO THIS WEBSITE HOWEVER ARISING, INCLUDING NEGLIGENCE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES; THEREFORE THIS LIMITATION MAY NOT APPLY TO BUSINESS.

Severability

Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and or impaired thereby, enforceability of the remaining provisions of this Agreement shall not be affected
 
 
Waiver

The waiver by ARDORE of a breach of any provision of this Agreement by the BUSINESS shall not operate or be construed as a waiver of any other or subsequent breach by the BUSINESS.

User Terms Of Service Agreement

The BUSINESS agrees to be additionally bound by the separate "Website User Agreement", User Terms of Service (UTOS) accessible at http://www.restaurantpassion.com/UserAgreement.html and from a hyperlink on the Home Page of the WEBSITE.

Scope of Agreement

This Advertising and Listing Terms Of Service Agreement constitutes the entire agreement between the BUSINESS and ARDORE, except for additional agreements and forms completed in conjunction with placing an order with ARDORE, which are to be incorporated into, and considered an integral part of this agreement. This agreement supersedes any previous agreements on this subject. If any part of this agreement is found to be unenforceable for any reason, all other parts of this agreement shall remain in effect. Any non-enforcement of this agreement by ARDORE shall not be considered a waiver of rights. The laws of the State of New Jersey shall govern this agreement. The State of New Jersey is the exclusive jurisdiction for disputes. Venue for any disputes will be in State court in Morris County, New Jersey or Federal Court located in Newark, New Jersey unless ARDORE selects a different venue.

 

 

 

D. J. Ardore, Inc. P. O. 188, Mountain Lakes, NJ 07046