OrderUp, Inc. WEBSITE LEGAL TERMS OF USE


Please Read Carefully Before Using This Website: The following terms and conditions (“Terms of Use”) govern your use of this website (the “Site”).  By using the Site and/or any information, content or materials made available on the Site, you irrevocably agree that such use is subject to these Terms of Use.  If you do not agree to these Terms of Use, you may not use the Site.

OrderUp, Inc., the operator of the Site (“OrderUp”), expressly reserves the right to modify the Terms of Use at any time in its sole discretion, and without notice to you, by including such alteration and/or modification in these Terms of Use. Any continued use by you of the Site after the posting of such modified Terms of Use shall be deemed to indicate your irrevocable agreement to such modified Terms of Use. Accordingly, if at any time you do not agree to be subject to any modified Terms of Use, you may no longer use the Site.

1. SITE CONTENT AND SITE USE LICENSE


(a)        OrderUp Content: Except as may be otherwise noted, the information, materials (including, without limitation, HTML, text, audio, video, white papers, press releases, data sheets, product descriptions, software and FAQs and other content) available on or from this website (collectively, “OrderUp Content”) are the copyrighted works of OrderUp and its licensors, and OrderUp and its licensors expressly retain all right, title and interest in and to the OrderUp Content, including, without limitation, all intellectual property rights therein and thereto. Any use of the OrderUp Content, except as expressly permitted in these Terms of Use, may violate copyright and/or other applicable laws.

(b)        Third Party Content: In addition to OrderUp Content, the Site may contain information and materials provided to OrderUp by third parties (collectively, “Third Party Content”). Third Party Content is the copyrighted work of its owner, which expressly retains all right, title and interest in and to the Third Party Content, including, without limitation, all intellectual property rights therein and thereto. In addition to being subject to these Terms of Use, Third Party Content may also be subject to different and/or additional terms of use of such third parties. Please contact the appropriate third party for further information regarding any such different and/or additional terms of use applicable to Third Party Content.

(c)        Limited Site Use License: OrderUp grants you the limited, revocable, non-transferable, non-exclusive right to use the Site and the associated OrderUp Content and Third Party Content (collectively, “Site Content”) by displaying the Site Content on your computer, and downloading and printing pages from the Site and using only those features and functions that OrderUp in its sole and absolute discretion elects to make available to you, under the condition that (i) such activity is solely for your personal use, (ii) you do not modify or prepare derivative works from the Site Content, (iii) you do not obscure, alter or remove any notice of copyright set forth on any Site pages or Site Content, (iv) you do not otherwise reproduce, re-distribute or publicly display any of the Site Content, (v) you do not copy any Site Content to any other media or other storage format and (vi) you do not attempt to access or use any part of the Site not made available to you or requiring any password or user account not intentionally provided to you by OrderUp to access and use.

(d)        User Content: If you elect to display, post, submit or otherwise make available to others, on the Site any content or works of authorship, including, without limitation, images, software, audio files, text, or any other materials (collectively, “User Content”), you hereby grant to OrderUp a perpetual, irrevocable, royalty-free, worldwide, non-exclusive right and license, including the right to grant sublicenses to third parties, to use, reproduce, publicly display, publicly perform, prepare derivative works from and distribute such User Content, for any purpose. In addition, you hereby irrevocably represent and warrant to OrderUp that (i) you have all necessary power, authority, right, title and/or licenses to grant to OrderUp the foregoing right and license and (ii) the posting, submission, display by you of User Content on the Site, and the exercise by OrderUp of the foregoing license does not and will not (1) violate any law or (2) infringe any intellectual property right of any third party. You hereby irrevocably agree to indemnify, defend and hold OrderUp, its affiliates, directors, officers, employees and agents harmless from and against any and all loss, costs, damages, liabilities and expenses arising out of or related to any third party claim resulting from a breach of the foregoing representations and warranties.

(e)        Trademarks: All trademarks, service marks and logos included on the Site (“Marks”) are the property of OrderUp or third parties, and you may not use such Marks without the express, prior written consent of OrderUp or the applicable third party.

(f)         Monitoring of Site Content: OrderUp may, but is not obligated to, monitor Site Content, User Content and your use of the Site. OrderUp reserves the right to accept, reject or modify any Site Content or User Content, but assumes no liability based on its acceptance, rejection, modification or failure to modify any Site Content or User Content.

 

YOUR USE OF THE SITE


(a)        Submission of User Content: In connection with your use of the Site, you agree not to submit any User Content which (i) is unlawful, (ii) violates any right of publicity or invades the privacy of others, (iii) constitutes obscene, pornographic, indecent, profane or otherwise objectionable material, (iv) is discriminatory, hateful or bigoted toward, or abusive of, any group or individual, (v) is libelous or defamatory or (vi) violates any applicable law or government regulation.
(b)        Prohibited Conduct: You may not use the Site to post, transmit or link to (i) any advertisement, promotional materials or solicitation related to any product or service that is competitive with OrderUp products or services or (ii) software or programs which contain any harmful code, including, but not limited to, viruses, worms, time bombs or Trojan horses. You may not deploy to the Site any robot, spider, site search/retrieval application, or other application designed to retrieve, index, "data mine," information from the Site.
(c)        Third Party Products:  You agree that any third party products, including, without limitation, food and/or beverage products, are not provided by LocalUp, which makes the Site available solely as a convenience and does not endorse any such third party products, that you are purchasing any such products directly from the third party that makes them available to you and that responsibility for the quality or suitability of such products rests solely with the third party providing such products.

(d)        Indemnification:  You hereby irrevocably agree to indemnify, defend and hold OrderUp, its affiliates, directors, officers, employees and agents harmless from and against any and all losses, costs, damages, liabilities and expenses (including attorneys’ fees) arising out of or related to your use of the Site.

Linked Websites


The Site may contain links to other websites that are not owned or operated by OrderUp, and you agree that OrderUp provides links to such websites solely as a convenience and has no responsibility for the content or availability of such websites, and that OrderUp does not endorse such websites or any products or services associated therewith. Your use of such websites will be subject to the terms of use applicable to each such website.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY


(a)        Warranty Disclaimer:  THE SITE AND THE SITE CONTENT ARE PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ORDERUP MAKES NO WARRANTY THAT THE SITE OR THE SITE CONENT IS COMPLETE, SUITABLE FOR YOUR PURPOSE, OR ACCURATE. ON BEHALF OF ITSELF AND ITS LICENSORS, ORDERUP HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED, STATUTORY OR OTHER WARRANTIES WITH RESPECT TO THE SITE, AVAILABILITY OF THE SITE AND THE SITE CONTENT, AND THIRD PARTY PRODUCTS AND SERVICES (INCLUDING DELIVERY) PURCHASED USING THE SITE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFIRNGEMENT. THE ENTIRE RISK AS TO RESULTS OBTAINED THROUGH USE OF THE SITE AND/OR THE SITE CONTENT RESTS WITH YOU AND ORDERUP MAKES NO REPRESENTATION OR WARRANTY THAT THE SITE AVAILABILITY WILL BE UNINTERRUPTED, OR THE SITE AND/OR THE SITE CONTENT WILL BE ERROR FREE.

(b)        Limitation of Liability:  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ORDERUP SHALL NOT BE LIABILE TO YOU FOR ANY DAMAGES ARISING OUT OF OR CONNECTED TO YOUR USE OF, OR INABILITY TO USE, THE SITE, OR THE PURCAHSE OF ANY PRODUCTS OR SERVICES (INCLUDING DELIVERY) USING THE SITE, INCLUDING, WITHOUT LIMITATION, ANY AND ALL DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY OR STATUTORY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OR PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL OR FOR ANY COST OF COVER OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF ORDERUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH DAMAGES ARE SOUGHT, WHETHER IN BREACH OF CONTRACT OR IN TORT, INCLUDING NEGLIGENCE. 

PRIVACY


You acknowledge that you have read, understand and agree to OrderUp’s Privacy Policy located at http://policies.orderup.com/privacy.html.

LOCATION OF SITE AND YOUR USE

OrderUp operates or controls the operation of this Site from Northern Virginia. In addition, the Site may be mirrored, and other websites operated or controlled by OrderUp may be located, at various locations in and outside of the United States. OrderUp makes no representation or warranty that all of the features of this Site will be available to you outside of the United States, or that they are permitted to be accessed outside of the United States. You acknowledge that you are solely responsible for any decision by you to use this Site from other locations, and that such use may be subject to, and that you are responsible for, compliance with applicable local laws.

GENERAL


These Terms of Use constitute the entire agreement and understanding between the parties concerning the subject matter hereof, notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by you to place orders or otherwise effect transactions hereunder, which such terms are hereby rejected. These Terms of Use supersede all prior or contemporaneous discussions, proposals and agreements between you and OrderUp relating to the subject matter hereof. If any provision of these Terms of Use is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by OrderUp may be inferred from any actions or failures to enforce rights under these Terms of Use. These Terms of Use are intended to be and are solely for the benefit of OrderUp and you, and do not create any right in favor of any third party. These Terms of Use will be governed by and construed in accordance with the laws of the United States and the State of Maryland without reference to its conflict of laws principles. All disputes arising out of or relating to these Terms of Use will be submitted to the exclusive jurisdiction of Federal courts of competent jurisdiction located in the District of Maryland or a state court located in Baltimore, Maryland, and each party irrevocably consents to such personal jurisdiction and waives all objections to these venues. All notices must be in writing and will be effective three (3) days after the date sent.