Terms of Service & Use
BY ACCESSING THIS SITE, YOU INDICATE THAT YOU HAVE READ THE BELOW TERMS OF SERVICE AND USE (“TERMS”), UNDERSTAND THEM, ACKNOWLEDGE THAT YOU HAVE OBTAINED LEGAL COUNSEL OR KNOWINGLY DECLINED TO DO SO AND AGREE TO BE BOUND BY THE TERMS DELINEATED BELOW. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND Well Fed. IF YOU DO NOT WANT TO BE BOUND BY THESE TERMS, DO NOT VISIT THIS SITE AND/OR USE THE SERVICE.
AGREEMENT BETWEEN YOU AND WELL FED: This is a binding agreement ("Agreement") between Well Fed, LLC, a Pennsylvania limited liability company,("Well Fed" or “we” or “us”) and YOU, the user ("YOU" or "YOUR"). Well Fed's web site ("Site") is offered to YOU conditioned on YOUR express acceptance of the terms, conditions, and notices contained herein. By accessing the Site, YOU confirm YOUR acceptance of, and agree to be bound by, this Agreement and all such terms, conditions and notices. These Terms of Service and Use (“Terms”) apply to all users who visit Well Fed or any of Well Fed’s sites and/or utilize proprietary assets including but not limited to, www.poastyapp.com and/or the Poasty software application (collectively, the “Service”), which are all owned by Well Fed.
WELL FED RESERVES THE RIGHT TO CHANGE THE TERMS, CONDITIONS AND NOTICES OF THIS AGREEMENT UNDER WHICH THE SITE IS OFFERED. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THESE TERMS AND CONDITIONS. THE MOST CURRENT VERSION OF THIS AGREEMENT CAN BE VIEWED BY CLICKING ON THE "TERMS OF SERVICE & USE" HYPERTEXT LINK LOCATED AT THE BOTTOM OF EACH PAGE OF THE SITE. YOUR NON-TERMINATION OR CONTINUED USE OF THE SITE AFTER CHANGES ARE POSTED CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT AS MODIFIED BY THE POSTED CHANGES.
3. SITE USAGE
Upon registering for the Service, YOU may be issued a user name and/or password in order to access certain sections of the Service and/or certain services available through the Service. In consideration of YOUR use of the Service, YOU agree to (1) provide accurate, current and complete information about YOU as may be prompted by any registration forms on the Service, and to promptly update such data if and when it changes; (2) maintain the security and confidentiality of YOUR password and identification; and (3) be fully responsible for all use of YOUR account and for any actions that take place using YOUR account.
If YOU provide any information that is untrue, inaccurate, not current or incomplete, or Well Fed has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete or infringes upon any third party’s rights, Well Fed has the right to deactivate or terminate YOUR account and refuse any and all current or future use of the Service (or any portion thereof), without liability.
As a condition of YOUR use of the Site and Service, YOU agree that YOU and YOUR User Content will not:
YOU further agree that (1) any information YOU provide in connection with YOUR use of the Site is true, accurate and complete and YOU will maintain and update such information regularly; and (2) YOU will respect the intellectual property and other informational and all rights of Well Fed and others.
Portions of the Site are restricted and may require registration and a user ID ("YOUR Site Unique ID") and password ("Site Password") for access and use. Certain other portions may require additional codes. YOU are solely responsible for (1) maintaining the strict confidentiality of YOUR Site Unique ID, Site Password and other codes ("YOUR User Information") assigned to YOU; (2) charges, damages or losses that may be incurred or suffered as a result of YOUR or YOUR personnel's failure to maintain the strict confidentiality of YOUR User Information; and (3) promptly informing Well Fed in writing of any need to deactivate and replace any YOUR User Information due to security concerns or inaccuracy. If Well Fed at any time discovers any error or omission in YOUR User Information, Well Fed may in its sole discretion terminate YOUR right to access and use the restricted portions of the Site. YOU may not permit anyone other than YOURSELF or YOUR personnel to use YOUR User Information to access any restricted portions of the Site. Well Fed is not liable for any harm related to the theft of YOUR User Information, YOUR disclosure of YOUR User Information, or YOUR authorization to allow another person or entity to access and use restricted portions of the Site using YOUR User Information. YOU agree to notify Well Fed immediately as soon as YOU become aware of any unauthorized use of YOUR User Information. Notice to Well Fed under this section of the Agreement may be accomplished by sending e-mail to email@example.com.
5. COPYRIGHT AND TRADEMARK OWNERSHIP, NOTICES AND INFRINGEMENT
The Well Fed Site is Copyright © 2012 Well Fed, LLC All rights reserved.
The content of the Site is proprietary and is protected by the copyright laws of the United States and other countries. Portions of the Site are provided by third parties and contain third party copyrights. The compilation of the content on the Site is the exclusive property of Well Fed and is protected by the copyright laws of the United States and other foreign countries.
Well Fed’s Intellectual Property Rights.
You acknowledge and agree that the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws.
All content on the Service, other than User Content, but including but not limited to designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement, are the proprietary property of Well Fed or its licensors with all rights reserved, and may not be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted or sold in any form or by any means, in whole or in part, without Well Fed's prior written permission. You agree not to remove any proprietary notices, marks or labels on the Service.
Well Fed™ and other Well Fed Service graphics, logos, designs, page headers, button icons, scripts and names are all trademarks or service marks of Well Fed, LLC. All other trademarks and service marks appearing on the Service are the properties of their respective owners.
Well Fed's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Well Fed.
User’s Right to Limited License of the Service.
Provided that YOU are eligible for use of the Service, YOU are granted a limited, non-exclusive, non-transferable license to access and use the Service, and to download, install and use the Well Fed software application on any eligible device that YOU own or have permission of the owner to install the Well Fed software application on, solely for use in accordance with the Terms. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by implication or otherwise.
You agree not to make any copy of the Service (except for a single copy for back-up or archival purposes), and that YOU will not rent, lease, load, sell, transfer, publish display, distribute or otherwise make available the Service, or any portion thereof, or otherwise transfer rights to the Service or any portion thereof.
Except when YOU use the sharing tools provided as part of the Service in accordance with the their intended purpose (as determined by Well Fed in its sole discretion), YOU may not republish User Content or incorporate the information in any other database or compilation, and any other use of the User Content is strictly prohibited.
You are not permitted to modify, translate, adapt, reverse engineer, decompile, disassemble (except to the extent this restriction is expressly prohibited by law), or create derivative works from or based upon the Service or any part thereof.
You agree not to export, import, or re-export the Service in violation of applicable law, rule or regulation of any jurisdiction, including without limitation the U.S. Export Administration Act of 1979 and the export controls imposed by U.S. Department of Commerce.
Any use of the Service or the User Content other than as specifically authorized herein, without the prior written permission of Well Fed, is strictly prohibited and will terminate the licenses granted by these Terms. You acknowledge that the licenses granted in these Terms are revocable at any time without notice and with or without cause.
Except for any and all rights owned by Well Fed, Well Fed does not claim ownership of the individual materials or information YOU may provide to Well Fed, including without limitation feedback, advertisements, suggestions, posts, uploads, inputs, or submissions to the Site. However, if YOU provide such materials or information to Well Fed:
§ YOU warrant and represent that YOU own or otherwise have all of the rights (including licenses) in and to YOUR materials or information including, without limitation, all the rights necessary for YOU to provide, post, upload, input or submit the materials or information; and
§ YOU grant Well Fed, its affiliated entities and sub-licensees a non-exclusive, perpetual, worldwide, royalty free, fully paid up and irrevocable license to use YOUR materials or information, including without limitation the rights to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, make derivative or collective works, translate and reformat the materials or information, and to publish YOUR name and image in connection with YOUR materials or information and YOUR profile page. Unless otherwise agreed in accordance with a particular assignment, Well Fed will not pay YOU compensation with respect to any use of YOUR materials or information.
YOU may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, products or services obtained from the Site, without the prior written permission of Well Fed. For information, write to Webmaster at Well Fed LLC, 2424 YORK STREET, STE. 2330, PHILADELPHIA, PA 19125.
Any rights not expressly granted herein are reserved.
Ownership of User Content.
By posting User Content, YOU are not forfeiting any ownership rights in such material to Well Fed. However, by posting such User Content, YOU grant, and YOU represent and warrant that YOU have the right to grant to Well Fed an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, reproduce, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content, and to grant and authorize sublicenses of the foregoing, to the extent that the foregoing is required to provide the Service.
Nothing in this Agreement or its performance shall grant YOU any right, title, interest, or license in or to Well Fed’s or Well Fed’s or any of its subsidiaries names, trademarks, logos, trade dress, designs, or other names, trademarks, logos, trade dress, designs of third parties which appear on the Site.
Any and all rights not expressly granted herein are reserved.
6. NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
NOTE: THE FOLLOWING INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING WELL FED THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. ALL OTHER INQUIRIES, SUCH AS REQUESTS FOR TECHNICAL ASSISTANCE, REPORTS OF E-MAIL ABUSE, AND PIRACY REPORTS, WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS. Well Fed does not guarantee any action based upon the receipt of such information. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Well Fed’s Designated Agent.
Well Fed, LLC is in compliance with 17 U.S.C. §512 and the Digital Millennium Copyright Act ("DMCA"). It is our policy to respond to any infringement notices and take appropriate actions under the "DMCA" and other applicable intellectual property laws. It is the policy of Well Fed, LLC to promptly process and investigate notices of alleged copyright infringement, and take appropriate actions under the DMCA.
The DMCA requires that all notices of alleged copyright infringement must be in writing. When informing the designated agent of an alleged copyright infringement, the complainant must:
a. Identify the copyrighted work that allegedly has been infringed. If multiple copyrighted works at a single online site are involved, please provide a list of the works on that site.
b. Describe the material that is claimed to be infringing and provide sufficient information to permit Well Fed, Inc to locate that material.
c. Provide YOUR contact information, including an address, telephone number, and, if available, an email address.
d. Certify or include a statement that the complainant has a good faith belief that the use of the copyright-protected material in the manner complained of is not authorized by the copyright owner, the owner's agent, or law.
e. Certify that the information that YOU have provided Well Fed, Inc is accurate. The complainant should attest under penalty of perjury that s/he is authorized to enforce the copyrights that have allegedly have been infringed.
f. Include a physical or electronic signature of the copyright owner or person authorized to act on behalf of the owner.
Before the complainants allege an infringement, s/he should consult copyright materials to confirm that the use is, in fact, infringing. The United States Copyright Office provides basic information, online, athttp://www.loc.gov/copyright/circs/circ1.html, which can assist one in determining whether an exception or defense, such as fair use, may apply to the use of YOUR copyrighted work.
Well Fed expects all of its creators, Ad Makers and users of its system to comply with applicable copyright laws. However, if Well Fed, LLC is notified of a claimed copyright infringement, or otherwise becomes aware of facts and circumstances from which infringement is apparent, it will respond appropriately, which may include removing or disabling access to the material that is claimed to be infringing. Well Fed, Inc will follow the procedures outlined in the Digital Millennium Copyright Act with regard to appropriate notifications of the user and the complaining party, acceptance of counter notifications, and, where indicated, "put-back" of the alleged infringing material. Refer to the United States Copyright Office for the provisions of the DMCA at http://www.loc.gov/copyright/legislation/dmca.pdf.
Where it has been clearly established that a Well Fed user is a repeat offender, Well Fed may, in its sole discretion, terminate that person's account.
Pursuant to the DMCA, Well Fed has designated an agent to receive notification of alleged copyright infringement occurring on Web pages or computer servers. If YOU believe that YOUR copyrighted work is being infringed on a Well Fed, Inc site, please notify our designated agent, preferably by email, at:
Written notification must be submitted to the following Designated Agent:
Service Provider(s): Well Fed, LLC.
Name of Agent Designated to Receive Notification of Claimed Infringement: John Robertson
Full Address of Designated Agent to Which Notification Should be Sent: Well Fed, LLC, 2424 York Street, Ste. 230, Philadelphia Pa 19125
Telephone Number of Designated Agent: 610-999-8955
Email Address of Designated Agent: firstname.lastname@example.org
7. THIRD PARTY CONTENT; LINKS TO THIRD PARTY WEB SITES
The Site may contain third party content, copyrights and trademarks. Well Fed does not endorse any of the products or services offered by such third parties.
The Site may contain links to third party web sites. The third party web sites are not under the control of Well Fed, and Well Fed is not responsible for the contents of any third party web site, and the inclusion of any link is as a convenience and does not imply endorsement by Well Fed of the site or any association or relationship with its operators.
8. RULES FOR CONTESTS OR SIMILAR PROMOTIONS
Any challenges, sweepstakes, contests, raffles, surveys or similar promotions made available through the Site will be governed by separate specific terms and conditions. Please review such terms and conditions prior to participating in any promotion.
9. NO PROFESSIONAL ADVICE
The content and materials available through the Site is for information and educational purposes only. The content included on the Site may reflect content and opinions not universally shared and do not necessarily reflect the view of Well Fed. Your RELIANCE UPON CONTENT AND MATERIALS OBTAINED BY YOU AT OR THROUGH THE SITE IS SOLELY AT YOUR OWN RISK.
Well Fed reserves the right in its sole discretion to terminate YOUR access to any or all of the Site at any time without notice for any reason whatsoever. Sections 4 through 8 and 10 through 21 shall survive the expiration or termination of this Agreement for any reason whatsoever.
11. COMPLIANCE WITH APPLICABLE LAWS
Well Fed reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request.
12. GENERAL DISCLAIMERS, EXCLUSION OF DAMAGES, AND LIMITATION OF LIABILITY
THE CONTENT, SOFTWARE AND SERVICES INCLUDED IN OR MADE AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION ON THE SITE. WELL FED MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE SITE AT ANY TIME. INFORMATION RECEIVED VIA THE SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, LEGAL OR FINANCIAL DECISIONS, AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE.
WELL FED MAKES NO REPRESENTATIONS ABOUT THE SITE, INCLUDING WITHOUT LIMITATION THE SITE'S SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS AND ACCURACY OF THE CONTENT, SOFTWARE, SERVICES, MUSIC AND GRAPHICS. WELL FED PROVIDES THE SITE, INCLUDING WITHOUT LIMITATION ALL CONTENT, SOFTWARE, SERVICES, MUSIC AND GRAPHICS "AS IS" WITHOUT WARRANTY OF ANY KIND. WELL FED DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SITE, INCLUDING WITHOUT LIMITATION ALL CONTENT, SOFTWARE, SERVICES, MUSIC AND GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE.
YOUR SOLE AND EXCLUSIVE REMEDY IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE IS TO DISCONTINUE USING THE SITE. WELL FED IN NO EVENT UNDER ANY CIRCUMSTANCES WHATSOEVER SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, COMPENSATORY, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE, DATA OR PROFITS ARISING OUT OF, INCIDENTAL TO OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE OR ACCESS ADS, WITH THE DELAY OR INABILITY TO USE THE SITE, THE PROVISION OF OR FAILURE TO PROVIDE ADS OR SERVICES, OR FOR ANY CONTENT, SOFTWARE, SERVICES, MUSIC AND GRAPHICS OBTAINED THROUGH THE SITE, SECURITY BREACHES, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WELL FED HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. ALSO IN PARTICULAR, IN NO EVENT SHALL WELL FED BE HELD LIABLE FOR ANY DIRECT, INDIRECT, COMPENSATORY, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE CONTENT PROVIDED ON THE SITE, INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE USE OF TECHNIQUES, PROCESSES OR PROCEDURES DISCUSSED ON THE SITE.
Some jurisdictions do not permit the exclusion or limitation of implied warranties or the exclusion of certain types of damages. Therefore, if and only if required by applicable law, some of the foregoing exclusions may not apply to YOU.
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS WELL FED, ITS SUCCESSORS, AFFILIATES, AND ASSIGNS, AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITIES, EXPENSES (INCLUDING WITHOUT LIMITATION ATTORNEYS' FEES) AND DAMAGES ARISING OUT OF CLAIMS BASED UPON YOUR USER CONTENT AND USE OF THE SITE, AND/OR ANY USE OF YOUR USER INFORMATION, INCLUDING WITHOUT LIMITATION INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER RIGHTS. WELL FED WILL NOTIFY YOU PROMPTLY OF ANY CLAIM FOR WHICH WELL FED SEEKS INDEMNIFICATION AND WILL AFFORD YOU THE OPPORTUNITY TO PARTICIPATE IN THE DEFENSE OF SUCH CLAIM, PROVIDED THAT YOUR PARTICIPATION WILL NOT BE CONDUCTED IN A MANNER PREJUDICIAL TO WELL FED' INTERESTS, AS REASONABLY DETERMINED BY WELL FED.
14. GOVERNING LAW
This Agreement is deemed to have been entered into in the Commonwealth of Pennsylvania. Except as delineated below, with regard to the enforcement of any judgment, the validity, interpretation and legal effect of this Agreement shall be governed by the laws of the State of New York, without regard to any conflict of laws principles conducts business.
15. NO RELATIONSHIP
YOU agree that no joint venture, partnership, employment, or agency relationship exists between YOU and Well Fed as a result of this Agreement or use of the Site.
If any part of this Agreement is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect.
17. ENTIRE AGREEMENT
Unless otherwise specified herein, this Agreement constitutes the entire agreement between YOU and Well Fed with respect to the Site, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between YOU and Well Fed with respect to the Site.
18. Well Fed CONTACT INFORMATION
Notices given by Well Fed to YOU will be given by a general posting on the Site or by an email, if an e- mail address is available. Notices to Well Fed must be sent by conventional mail to Attention: John Robertson, General Counsel, Well Fed, LLC, 2424 York Street, Ste. 233, Philadelphia, Pa. 19125
Well Fed may assign this Agreement, in whole or part, in its sole discretion. YOU agree not to assign, transfer or sublicense YOUR rights or obligations under this Agreement.
21. DISPUTES: BINDING ARBITRATION / VENUE: In the event of any dispute with respect to any matter arising out of this Agreement, as the same may be amended or supplemented, such dispute shall be submitted to arbitration upon request of any one or more of the disputants, and the arbitration shall occur in Philadelphia, Pa in accordance with the rules of the American Arbitration Association. The decision and award of the arbitration panel shall be final and binding upon the disputants, and judgment may be entered thereon in accordance with applicable law in any court having jurisdiction thereof. The agreement herein to arbitrate shall be specifically enforceable under applicable law in any court having jurisdiction thereof. All costs of arbitration and the prevailing party’s expert and attorney’s fees shall be borne by the non-prevailing party. The parties hereby waive their right to a trial by jury.
Any process in any action or proceeding commenced arising out of any such claim, dispute or disagreement, may, among other methods, be served upon any party by delivering or mailing the same, via registered or certified mail, addressed to YOU at the address on file or such other address as YOU may designate. Any such delivery or mail service shall be deemed to have the same force and effect as personal service within Philadelphia, Pennsylvania.
One fine body…