These Terms govern access to and use of the Sweet Relish, LLC (“SR”, “we”, “our” or “us”) websites, products, and services (collectively, the “Site”) by individuals or entities who are any of the following (collectively, “you” or “your”):
By using the Site, you accept these Terms (whether on behalf of yourself or a legal entity you represent).
If you are a Customer and have an Agreement or other similar agreement in effect with SR (the “Corporate Terms”), then these Terms apply to the extent your use of the Site, including any of the SR Services referenced in the Service Schedules below, is not already governed by such Corporate Terms. These Terms are intended to govern agreements with business or corporate Customers. This site is not to be used for personal use.
BY ACCESSING, USING, OR DOWNLOADING ANY MATERIALS FROM THE SITE, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED AND MUST CEASE USING THE SITE IMMEDIATELY.
1.1 We may revise these Terms, including changing, deleting, or supplementing with additional terms and conditions from time to time in our sole discretion, including to reflect changes in applicable law. We will post the revised terms on the Site with a “last updated” date. PLEASE REVIEW THIS WEBSITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO USE THE SITE OR THE SR SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. You agree that we shall not be liable to you or to any third party for any revision to the Terms.
1.2 You agree to receive all communications, correspondences and notices that we provide in connection with our Site, including any SR Services, including, but not limited to, marketing and promotional messages related to us or the SR Services, correspondence regarding our delivery of the SR Services, and providing you information related to your purchase of or subscription to the SR Services (“Communications”), via electronic means, including by e-mail, text, in-product notifications, push notifications, or by posting them on or making them otherwise available through the Site. To the fullest extent permitted under applicable laws, you agree that all Communications we provide to you electronically satisfy any legal requirement that such communications be in writing or be delivered in a particular manner, and you agree to the extent you are a Customer to keep your Account contact information current.
2.1 Intellectual Property. The Site contains materials that are proprietary and are protected by copyright, trademarks, service marks, patents, and other intellectual property laws and treaties.
2.1.1 You agree to abide by all applicable copyright and other intellectual property laws, as well as any additional proprietary rights notices or restrictions on the Site. You acknowledge that the Site contains valuable intellectual property of SR and its licensors. All present and future rights in and to any and all intellectual property or other proprietary rights of any type, including without limitation information, any improvements, design contributions, or derivative works thereto, and any knowledge or process related thereto, including rights in and to all applications and registrations relating to such intellectual property, shall, as between you and SR, at all times be and remain the sole and exclusive property of SR and its licensors. Any rights not expressly granted in these Terms or otherwise in writing between you and SR are reserved by SR, and any unauthorized use of any intellectual property regarding the Site is strictly prohibited.
2.1.2 The trademarks, logos, taglines, and service marks displayed on the Site (collectively, the “Trademarks”) are registered and/or unregistered Trademarks of SR or OC and its licensors. The Trademarks may not be used in any advertising or publicity or otherwise to indicate SR's sponsorship of or affiliation with any product, service, event, or organization without SR's prior express written permission.
2.1.3 Copyright. SR respects copyright law and expects its users to do the same. If you believe any content or material on the Site may infringe copyrights you own, mail SR at 210 Delburg Street Davidson, NC 28036, USA or email us at sales@sweetrelish.com.
2.2 License Restrictions. Information, including software that may be available for downloading through the Site or third-party websites or applications (“Software”) is the copyrighted work of SR, its licensors, and/or such other respective third-party providers. Use of the Software is governed by these Terms and such license and/or other terms as may be required directly of you by the third-party providers. Unauthorized reproduction or distribution of the Software is expressly prohibited by law and may result in civil and criminal penalties. Violators may be prosecuted.
2.3.1 Submissions. The Site may enable you to submit, post, upload, or otherwise make available (collectively, "Post") content such as questions, public messages, ideas, product feedback, comments, and other content (collectively, "User Content") that may or may not be viewable by other users. If you Post User Content, unless we indicate otherwise, you grant us a nonexclusive, royalty-free, and fully sublicensable right to access, view, use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, and display such User Content throughout the world in any form, media, or technology now known or hereafter developed. You also permit any other user to view, copy, access, store, or reproduce such User Content for that user’s personal use. You grant us the right to use the name and other information you submit in connection with such User Content. You represent and warrant that: (a) you own or otherwise control all of the rights to the User Content that you Post; (b) the User Content you Post is truthful and accurate; and (c) use of the User Content you Post does not violate these Terms or any applicable laws. For the avoidance of doubt, User Content does not include any document or other data a Customer or User uploads for processing by any SR Service account environment.
2.3.2 Screening & Removal. You acknowledge and agree that we may or may not, at our discretion, pre-screen User Content before its appearance on the Site but that we have no obligation to do so. You further acknowledge and agree that we reserve the right (but do not assume any obligation) in our sole discretion to reject, move, edit, or remove any User Content Posted to the Site. Without limiting the foregoing, we have the right to remove any User Content that violates these Terms or is otherwise objectionable in our sole discretion. You acknowledge and agree that we do not verify, adopt, ratify, or sanction User Content, and you agree that you must evaluate and bear all risks associated with your use of User Content or your reliance on the accuracy, completeness, or usefulness of User Content.
3.1 By using the Site, you specifically agree not to engage in any activity or transmit any information that, in our sole discretion:
3.1.1 Is illegal or violates any federal, state, or local law or regulation;
3.1.2 Advocates illegal activity or discusses illegal activities with the intent to commit them;
3.1.3 Violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;
3.1.4 Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;
3.1.5 Interferes with any other party’s use and enjoyment of the Site;
3.1.6 Attempts to impersonate another person or entity;
3.1.7 Is of a commercial nature in a way that violates these Terms, including but not limited to, using the Site for spam, surveys, contests, pyramid schemes, or other advertising materials;
3.1.8 Falsely states, misrepresents, or conceals your affiliation with another person or entity;
3.1.9 Accesses or uses of SR Services account of a Customer without such Customer’s permission;
3.1.10 Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware, or electronic communications equipment;
3.1.11 Interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Site or the servers or networks connected to the Site;
3.1.12 “Hacks” or accesses without permission our proprietary or confidential records, those of another user, or those of anyone else;
3.1.13 Improperly solicits personal or sensitive information from other users, including without limitation address, credit card or financial account information, or passwords;
3.1.14 Decompiles, reverse engineers, disassembles, or otherwise attempts to derive source code from the Site, except as expressly permitted in these Terms or by law, unless and then only to the extent permitted by applicable law without our consent;
3.1.15 Removes, circumvents, disables, damages, or otherwise interferes with security-related features or features that enforce limitations on the use of the Site;
3.1.16 Uses automated or manual means to violate the restrictions in any robot exclusion headers on the Site, if any, or bypasses or circumvents other measures employed to prevent or limit access, for example, by engaging in practices such as “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information;
3.1.17 Modifies, copies, scrapes, or crawls, displays, distributes, publishes, licenses, sells, rents, leases, lends, transfers, or otherwise commercializes any materials or content on the Site;
3.1.18 Downloads (other than through page caching necessary for personal use or as otherwise expressly permitted by these Terms), distributes, posts, transmits, performs, reproduces, broadcasts, duplicates, uploads, licenses, creates derivative works from, or offers for sale any content or other information contained on or obtained from or through the Site, by any means except as provided for in these Terms or with the prior written consent of SR; or
3.1.19 Attempts to do any of the foregoing.
If you believe content on the Site or any activity by an individual or entity violates the above restrictions, please contact us.
3.2 You may not frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages. You may link to the Site, provided that you acknowledge and agree that you will not link the Site to any website containing any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful topic, name, material, or information or that violates any intellectual property, proprietary, privacy, or publicity rights. Any violation of this provision may, in our sole discretion, result in termination of your use of and access to the Site effective immediately.
3.3 You acknowledge that we have no obligation to monitor your – or anyone else’s – access to or use of the Site for violations of these Terms or to review or edit any content. However, except as otherwise expressly provided herein, we have the right to do so for the purpose of operating and improving the Site (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes, analytics, and advertising), to ensure your compliance with these Terms and to comply with applicable law or the order or requirement of a court, consent decree, administrative agency or other governmental body.
4.1 SR Privacy Notice. You acknowledge your understanding and hereby provide consent that, except as described in these Terms or applicable Corporate Terms, the information you provide will not be sold to any third parties.
4.2 Access & Disclosure. Except as described in these Terms or applicable Corporate Terms: (i) we may access, preserve, or share any of your information when we believe in good faith that such sharing is reasonably necessary to investigate, prevent, or take action regarding possible illegal activities or to comply with legal process (e.g., a subpoena or other legal process); and (ii) we may also share your information in situations involving potential threats to the physical safety of any person, violations of the SR Privacy Notice, the Terms, the Corporate Terms, or any other of our user agreements or terms in effect; or to respond to the claims of violation of the rights of third parties and/or to protect the rights, property and safety of SR, our employees, users, or the public. This may involve the sharing of your information with law enforcement, government agencies, courts, and/or other organizations.
4.3.1 Data Generally. You shall be responsible for data that you provide or use in respect of the Site (including SR Services). You are solely responsible for determining the suitability of use of the Site for your business or organization and complying with any regulations, laws, or conventions applicable to the data you provide and your use of the Site.
4.3.2 Personal Data. You warrant that the collection and use of any personal information or data you provide while using the Site comply with all applicable data protection laws, rules, and regulations. You acknowledge your understanding and hereby provide your consent that we may process such personal data.
4.3.3 Usage Data. SR may collect, store, and use data, information, or insights generated or derived from the use of the SR Services (“Usage Data”) for its business purposes, including providing support for SR Services, customer account management, industry analysis, benchmarking, analytics, and developing and improving its products and services. All Usage Data will be derived or aggregated in de-identified form.
4.4 Site Visitor. You hereby represent and warrant to us that: (a) you have all requisite rights and authority to use the Site under these Terms and to grant all applicable rights herein; (b) any information you submit to us (including Posting to the Site) is true, accurate, and correct; and (c) you will not attempt to gain unauthorized access to the Site, computer systems, or networks under the control or responsibility of us through hacking, cracking, password mining, or any other unauthorized means.
5.1 Scope. Our “Confidential Information” means (a) any written information, materials, and other documents supplied by us related to the Site which we do not generally disclose publicly, (b) the SR Services themselves, excluding any data you upload to the SR Services for processing; and (c) any other of our information that we may disclose in writing or orally and is designated as confidential or proprietary at the time of disclosure, or that due to the nature of the information a reasonable person would clearly understand it to be confidential information; and (d) any amendment to the terms and conditions of these Terms between you and us. Confidential Information shall not include any information that: (i) was or becomes generally known to the public through no fault or breach of these Terms you; (ii) was rightfully in your possession at the time of disclosure without restriction on use or disclosure; (iii) was independently developed by you without use of our Confidential Information; or (iv) was rightfully obtained by you from a third party not under a duty of confidentiality and without restriction on use or disclosure.
5.2 Restricted Use and Nondisclosure. During and after the term, with respect to our Confidential Information, you will: (a) use our Confidential Information solely for the purpose for which we provided it; (b) not disclose such Confidential Information to a third party, except on a need-to-know basis to your affiliates, attorneys, auditors, consultants, and service providers who are under confidentiality obligations at least as restrictive as those contained herein; and (c) protect such Confidential Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that you protect your own Confidential Information of a similar nature.
5.3 Required Disclosure. If you are required by law to disclose our Confidential Information, you will give us prompt written notice before making the disclosure, unless prohibited from doing so by the legal or administrative process, and assist us in obtaining, where reasonably available, an order protecting our Confidential Information from public disclosure.
5.4 Ownership. Notwithstanding any other provision of these Terms, you acknowledge that, as between you and us, all SR Confidential Information you receive from us, including all copies thereof in your possession or control, in any media, is proprietary to and exclusively owned by us. Nothing in these Terms grants you any right, title, or interest in or to any of our Confidential Information except as provided in these Terms. Any incorporation of our Confidential Information into any of your own materials will not render our Confidential Information non-confidential.
6.1 Termination. You may terminate your use of the Site at any time by ceasing further use of the Site. SR may terminate your use of the Site as a Website Visitor, including denying you access to the Site at our sole discretion for any reason or no reason, including for violation of these Terms. Termination of Customer’s use of the SR Services.
6.2 Effect of Termination. If these Terms expire or are terminated for any reason: (a) any and all of your liabilities to us that have accrued before the effective date of the expiration or termination will survive; (b) licenses and use rights granted to you with respect to the Site, including rights to any intellectual property therein or thereto, will immediately terminate in accordance with these Terms; (c) our obligation to provide any further access to the Site to you under these Terms will immediately terminate, except any such rights that are expressly to be provided following expiration or termination of these Terms; and (d) the provisions of Section 2 (Ownership), Section 3 (Restrictions on Use of the Site), Section 4 (Privacy), Section 5 (Confidentiality), Section 6.2 (Effect of Termination), Section 7 (Warranties and Disclaimers), Section 8 (Indemnification Obligations), Section 9 (Limitations of Liability), Section 10 (General), and Section 11 (Supplemental Terms in Certain Countries) will survive, as well as provisions designated to survive under any Service Schedules and accompanying attachments and Exhibits to these Terms.
7.1 THE SITE AND ANY INFORMATION WE SUPPLY YOU ARE PROVIDED “AS IS” AND “AS AVAILABLE”. YOUR USE OF THE SITE AND INFORMATION SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTEND LEGALLY POSSIBLE, SR AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, AGENTS, AFFILIATES, SUBSIDIARIES, AND LICENSORS (“SR PARTIES”): (a) MAKE NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER; (b) EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE; AND (c) DO NOT WARRANT THAT THE SITE OR INFORMATION ARE OR WILL BE ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR BE TIMELY OR SECURE. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM YOUR USE OF THE SITE AND/OR INFORMATION.
7.2 THE SR PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS THAT THE SITE OR INFORMATION HAVE BEEN AND WILL BE PROVIDED WITH DUE SKILL, CARE AND DILIGENCE OR ABOUT THE ACCURACY OR THEREOF, AND ASSUME NO RESPONSIBILITY FOR ANY: (i) ERRORS, MISTAKES, OR INACCURACIES RELATED TO THE SITE OR INFORMATION; (ii) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE OR INFORMATION; (iii) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SITE OR INFORMATION, AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED ON THE SITE; (iv) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE; (v) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SITE THROUGH THE ACTIONS OF ANY THIRD PARTY; (vi) ANY LOSS OF YOUR DATA OR OTHER CONTENT FROM THE SITE; AND/OR (vii) ANY ERRORS OR OMISSIONS IN ANY OF YOUR DATA OR CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. YOU WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF SR TO ANY THIRD PARTY. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN THAT EVENT, SUCH WARRANTIES ARE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY AND FOR THE MINIMUM WARRANTY PERIOD ALLOWED BY THE MANDATORY APPLICABLE LAW.
7.3 THE SR PARTIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, AND THE SR PARTIES WILL NOT BE A PARTY TO OR IN ANY WAY RESPONSIBLE FOR MONITORING ANY ACTIVITIES BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR ACTIVITIES WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE.
7.4 Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages, such as in Section 7 or below in Section 9. Accordingly, some of these limitations may not apply to you. If you are a New Jersey resident or a resident of another state that permits the exclusion of these warranties and liabilities, then the limitations in Section 7 and Section 9 specifically apply to you.
8.1 You will defend, indemnify, and hold us, our Affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third-party claims, liability, damages, and costs (including, but not limited to, attorneys' fees) arising from or related to, as applicable: (a) your access to and use of the Site (including the SR Services); (b) violation of these Terms by you or; (c) infringement of any intellectual property or another right of any person or entity by you; (d) the nature and substance of all documents, data, or other content uploaded by you to the Site (including the SR Services); or (e) any products or services purchased or obtained by you in connection with the Site (including the SR Services).
8.2 We retain the exclusive right to settle, compromise, and pay, without your prior consent, any and all claims or causes of action that are brought against us. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter in which we are named as a defendant and/or for which you have indemnity obligations without our prior written consent. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
9.1 Disclaimer of Consequential Damages
9.1.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, SR WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, COVER, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE USE OF THE SITE OR INFORMATION WE SUPPLY YOU, INCLUDING, BUT NOT LIMITED TO, GOODWILL, WORK STOPPAGE, LOST PROFITS, OR LOSS OF BUSINESS, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH LOSSES, AND WHETHER SUCH CLAIMS ARE MADE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.
9.1.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE SR PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY: (a) USE OF THE SITE OR INFORMATION WE SUPPLY YOU; (b) ERRORS, MISTAKES, OR INACCURACIES OF THE SITE OR INFORMATION; (c) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE OR INFORMATION; (d) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SITE OR INFORMATION, AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED ON THE SITE; (e) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVERS; (f) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY; (g) ANY LOSS OF YOUR DATA OR USER CONTENT FROM THE SITE; (h) ANY ERRORS OR OMISSIONS IN ANY OF YOUR DATA OR USER CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE SR PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND/OR (i) THE DISCLOSURE OF INFORMATION PURSUANT TO THESE TERMS, OUR PRIVACY NOTICE, OR ANY OTHER COMMUNICATION WE MAKE OR NOTICE WE PROVIDE.
9.1.3 Some countries and jurisdictions do not allow the limitation or exclusion of consequential, direct, indirect, or other damages in contracts with consumers, and to the extent you are a consumer, the limitations or exclusions in Section 9.1 may not apply to you.
9.2 Cap on Damages. OUR TOTAL LIABILITY TO YOU FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR TO YOUR USE OF THE SITE OR INFORMATION WE SUPPLY YOU (INCLUDING WITHOUT LIMITATION WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED USD$100. THE TOTAL AMOUNT PAID BY YOU TO SR FOR THE SR SERVICE(S) GIVING RISE TO THE CLAIM UNDER THESE TERMS DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO LIABILITY, OR $100, WHICHEVER IS GREATER. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THIS SECTION 9.2 SHALL (I) APPLY ONLY TO THE EXTENT PERMITTED BY PRODUCT LIABILITY LAW; AND (II) SHALL NOT APPLY IN THE EVENT THAT PERSONAL INJURY OR DEATH HAVE BEEN CAUSED INTENTIONALLY BY SR OR BY SR’S GROSS NEGLIGENCE.
9.3 Independent Allocations of Risk. Each provision of these Terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of the risks of these Terms between the parties. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these Terms, and each of these provisions will apply even if the warranties in these Terms have failed of their essential purpose.
9.4 Jurisdictional Limitations.
9.4.1 Because some states and jurisdictions do not allow limitation of liability or caps on damages in certain instances, portions of the above limitation may not apply to you. In that event, such exclusions and limitations shall apply to the maximum extent permitted by applicable mandatory law (and our liability shall be limited or excluded as permitted under mandatory applicable law).
10.1 Third Party Content. We may provide, or third parties may provide, links to other third-party websites, services, or resources that are beyond our control. We make no representations as to the quality, suitability, functionality, or legality of any third-party content to which links may be provided, and you hereby waive any claim you might have against us with respect to such services. SR IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE LOCATED OUTSIDE THE SITE OR POSTS OF USER CONTENT. Your correspondence or business dealings with, or participation in promotions of, advertisers or partners found on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such advertiser or partner. You agree that we are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or links to third-party websites or resources on the Site.
10.2 Relationship. At all times, you and we are independent contractors and are not the agents or representatives of the other. These Terms are not intended to create a joint venture, partnership, or franchise relationship between the parties. Non-parties do not benefit from and cannot enforce these Terms. There are no third-party beneficiaries to these Terms. You must not represent to anyone that you are an agent of ours or are otherwise authorized to bind or commit us in any way without our prior written authorization.
10.3 Assignability. Unless such restriction is prohibited under applicable law, you may not assign your rights or obligations under these Terms without our written consent. If consent is given, these Terms will bind your successors and assigns. Any attempt by you to transfer your rights, duties, or obligations under these Terms except as expressly provided in these Terms is void. We may freely assign our rights, duties, and obligations under these Terms at any time, with or without notice to you.
10.4 Notices. Except as otherwise permitted by these Terms, any notice required or permitted to be given will be effective only if it is in writing and sent using (a) SR Services, (b) certified or registered mail, or (c) insured courier, to the appropriate party at the address set forth in your registration information or on the Site for SR, with a copy, in the case of SR, to sales@sweetrelish.com. You or we may change our address for receipt of notice by notice to the other party in accordance with this Section 10.4. Notices are deemed given upon receipt if delivered using SR Services, two (2) business days following the date of mailing or one (1) business day following delivery to a courier.
10.5 Force Majeure. Except for any payment obligations, neither you nor we will be liable for failure to perform any obligation under these Terms to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, war, civil disturbance, action by a governmental entity, strike, and other causes beyond the party’s reasonable control). The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.
10.6 Entire Terms. These Terms, which include the language and paragraphs preceding Section 1, are the final, complete, and exclusive expression of the agreement between you and SR regarding the SR Services provided under these Terms. These Terms supersede, and the parties disclaim any reliance on previous oral and written communications (including any confidentiality agreements pertaining to the Site (including the SR Services) under these Terms) with respect to the subject matter hereof and apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. SR hereby rejects any additional or conflicting terms appearing in a purchase order or any other ordering materials submitted by you and conditions assent solely based on these Terms and conditions of these Terms as offered by SR. In the event of an inconsistency or conflict, the order of precedence in descending order of control is as follows: (a) the Subscription Plan; (b) any attachments or appendix(ices) to the Service Schedule(s); (c) the Service Schedule; and (d) these Terms.
10.7 Governing Law & Venue. These Terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of California, U.S.A, without reference to its choice of law rules to the contrary. For purposes of determining the governing law, you and SR agree that SR is the proponent of these Terms. Notwithstanding your and SR’s agreement to mandatory arbitration, either party may seek any interim or preliminary injunctive relief from a court of competent jurisdiction in Charlotte, North Carolina, as necessary to protect the party's rights or property pending the completion of arbitration. You and SR submit to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in Charlotte, North Carolina, U.S.A.
10.8 Waiver. The waiver by either you or SR of any breach of any provision of these Terms does not waive any other breach. The failure of any party to these Terms to insist on strict performance of any covenant or obligation in accordance with these Terms will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms.
10.9 Severability. If any part of these Terms is found to be illegal, unenforceable, or invalid, the remaining portions will remain in full force and effect. If any material limitation or restriction on the grant of any license to you under these Terms is found to be illegal, unenforceable, or invalid, the license will immediately terminate.
10.10 How to Contact Us. If you have any questions about the Site or Terms, pricing, complaints, or other inquiries, please contact SR at 210 Delburg Street Davidson, NC 28036, or call us at +1 (704) 997-3728 or email us at sales@sweetrelish.com.