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Terms of Use

Terms of Use – CONSUMERS & MEMBERS.
These Terms of Use set forth the conditions on which you (“you”) use this Website (“ Website”) and services offered by the FoodMarketplace.com Website. These Terms of Use are a contract between you and The Soc Exchange, Inc., a Delaware corporation,  owner of  the FoodMarketplace.com Website (referred to below as the “Company”, “Foodmarketplace”, “Foodmarketplace.com”,  “us”, “our” or “we”). By using the Website, you acknowledge that you have read, accepted, and agreed to be bound by these Terms of Use and to comply with all applicable laws and regulations of the United States of America.
We may amend these Terms of Use at any time without notice in our sole discretion and the changes will apply immediately. FoodMarketplace may at its sole and absolute discretion change, limit or modify or these Terms Of Use at any time, with or without notice.  All decisions made by FoodMarketplace.com are final and not negotiable. Each use by you of this Website  shall constitute and be deemed your unconditional acceptance of this Agreement,
Please check this page regularly to ensure you are aware of any changes. Our Privacy Policy and IP statement published on the Website form part of these Terms of Use. From time to time, we may amend these policies or introduce new policies regarding the use of the Website. A reference to these Terms of Use includes all such policies.
These Terms of Use apply to all users of the online marketplace on this Website, whether you are a visitor simply browsing the Website or are a registered user. 
These Terms of Use do not cover your legal relationship with any Food Retailers pursuant to this Website. The terms and conditions governing your relationship with such Food Retailers shall be defined between you and such third parties.
 
1. Nature of the Website
FoodMarketplace.com is a website designed for food and wine retailers, their customers and the general public. Details of what we offer to you are outlined on the "About Us" section of the Website. FoodMarketplace.com does not buy or sell goods. We are not involved in the actual transaction between Consumers and Retailers on the Website. We act as a passive conduit for the exchange of information and goods and are therefore not involved in the actual transaction. Consequently, we do not have any control over and do not guarantee the quality, accuracy, safety, suitability, or legality of any items listed or content posted by Retailers, the truth or accuracy of listings, or the ability of Retailers to sell on the Website. In particular, we cannot ensure and do not guarantee that a Retailer will actually complete a transaction or act lawfully in using the Website. See Paragraph 5 below.
 
You are solely responsible for transactions between you and Retailers advertising via the Website, and for independently verifying all information on that site before relying on it in any manner. You must ensure that any form of payment provided for purchased items is valid and that you provide payment as agreed upon. If you do not provide complete or accurate information, Retailers may not be able to provide you with the purchased items. Please note that FoodMarketplace.com  does not have access to your credit card details, and does not store credit card or other personal financial information. Your transaction will be complete upon the Retailer's receipt of your payment at the Retailer's designated PayPal account.
 
2. Eligibility to use the Website
You are entitled to use this Website if you are capable of forming legally binding contracts. FoodMarketplace.com does not underwrite any transactions that take place on this website. United States residency is not required in order to make purchases on the Website. This website is intended for adults only. This website is not intended for any children under the age of 18.
 
3. Use of the Website
The information provided on the Website can be accessed free of charge. Registration is also free for consumers. For the benefits of registration, go to the "Register" page.
Retailers pay us a  fee for listing on the Website. We do not charge you or any Retailers a commission based on the amount or value of purchases and sales made via the Website.
All information provided by you, all users / members and all Retailers, in your registration in connection with the Website must be truthful and complete. We may suspend or cancel your registration without notice if we have any reason to believe this is not the case. If you register as a user, you will be required to select a password. You should not disclose your password to any third party. You are solely responsible for keeping your password confidential. We will never ask you to send your password or other sensitive information to us in an e-mail or to enter it via any website other than one with the URL: www.foodmarketplace.com  If you suspect any unauthorized use of your account or access to your password, please change your password immediately and contact us. You are solely responsible for any and all use of your account.
We use industry standard techniques, including encryption to process and store personal information. However, to the extent permitted by law, we do not accept responsibility for the security of personal information transmitted over the Internet or the unauthorized access to or use of your personal information. Please refer to our Privacy Policy.
We use commercially reasonable efforts to maintain the Website at all times and keep it operating free from bugs, errors, technical problems, or defects. In the event that any bugs, errors, technical problems, or defects are identified, we will assign technicians to promptly triage and resolve the issue, and to provide a work around. If at any time you become aware of an error, bug, or other technical problem, we ask that you promptly notify us of the incident at: info@foodmarketplace.com providing the following information:
(a)    the specific sequence of events causing the incident;
(b)    the exact wording of any bug or error messages, if applicable;
(c)    a full description of the incident; and
(d)    any special circumstances surrounding the discovery of the incident for which you are seeking technical support.
 
4. Suspension or Cancellation of Registration
We may suspend or cancel your registration with us at any time without prior warning if we believe you have failed to comply with these Terms of Use, without limiting any other remedies to which we may be entitled. Furthermore, if we consider you to have committed any fraudulent or other illegal activity, we may report you to relevant law enforcement authorities. We also reserve the right to discontinue operating the Website at any time.
 
5. Retailers Listings
Food Retailers are required to list all prices in United States dollars and to clearly state any additional charges. We receive listings for publication in good faith on the basis of representations given by Retailers. We do not endorse any items advertised on the Website, or make any warranty or representation that they are of a particular quality or suitable for any purpose. We do not pre-screen Retailers before they register to sell on the Website. It is your own responsibility to investigate the suitability of any items listed on the Website or verify the credentials of Retailers before engaging in any transactions, if you consider it necessary.
Notwithstanding the foregoing, please let us know if you believe any information or advertisement on the Website is inaccurate or misleading or conflicts with relevant laws.
As we are not involved in transactions and are merely a passive conduit for online advertising of Retailers' items, we have no involvement in, or control over, the terms on which they may choose to supply goods or property to you. Retailers are solely responsible for setting their own terms and conditions, including but not limited to terms and conditions of sale, payment, delivery and/or shipping, warranties, and returns, and as the Buyer, you assume all risk and liability of making purchases from any Retailer with a listing on the Website. Also, there is no guarantee that any order placed with a Retailer advertising on the Website will be accepted or filled by that Retailer, particularly if you are not located in the region where that Retailer resides and/or operates. Some Retailers may provide discount vouchers, special offers, gift certificates or other benefits via the Website. 
The terms and conditions of such offers will be specified by the relevant Retailers and will generally only be available to registered users. We do not take any responsibility for any such offers or benefits offered by Retailers. It is your sole responsibility to address and resolve any dispute that arises with any Retailer advertising on the Website directly with that Retailer. FoodMarketplace.com  has no obligation to become involved with any such dispute.
 
6. Specific Prohibited Uses
The FoodMarketplace.com may be used only for lawful purposes, and should only be used by Buyers and Food Retailers seeking to buy or sell Food goods on the Website.
FoodMarketplace.com specifically prohibits any other use of the Website, including but not limited to the following: (a) using the Website for any purposes other than as a Member, Buyer and Retailer; (b) posting or submitting to the Website any information in which you impersonate or claim to be in any manner another person (living or deceased), an animal, a place, or a fictional character, or in which you misrepresent your affiliation with another person or entity; (c) posting or submitting to the Website files which you do not own in full the rights, (d) disclosing or sharing your password with any third party or allowing such third party access to a password-protected portion of the Website; (e) taking any action that disrupts, tampers with, interfering with, or imposing an unreasonable burden on the Website's infrastructure, servers, data, or network, or those of any third party via the Website; (f) using or attempting to use any engine, software tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Website other than generally available third party browsers (including but not limited to Internet Explorer, Firefox, and Safari); (g) posting or submitting any content that contains software viruses or any computer code, files, or programs designed to interrupt, destroy, or limit the functionality of the Website or of any computer software, hardware, or telecommunications equipment; (h) deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of the Website; (i) aggregating, copying, or duplicating in any manner any of the software making up a part of the Website or any of the content or information available on the Website; (j) using any means of automatically searching or mining data from the Website or in any way attempting to interfere with the proper working of the Website or transactions with businesses advertising through the Website; (k) stalking, harassing, or threatening any Member,  Buyer, Seller, Retailer or User of the Website; or (l) collecting or storing personal information about any other Member, Buyer, Seller, Retailer or User of the Website.
We reserve the right (but do not have the obligation) to suspend or terminate any Members, Buyers, Sellers, Retailer or Users who we believe do not appropriately use the Website. If you become aware of an inappropriate use, please notify us at our e-mail address, which is info@ FoodMarketplace.com
 
7. Reviews, Comments, and Other Content
You may post reviews, comments, and other content on the Website regarding Buyers and Retailers, and also submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, harassing, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam." You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of the content. We reserve the right (but do not have the obligation) to delete or remove such content. We do not regularly review posted content.
If you do post content or submit material, and unless we indicate otherwise, you grant to us a non-exclusive, royalty-free, perpetual, irrevocable right to use, reproduce, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media, and to grant sublicenses to third parties, including the businesses to which such content was directed. You grant to us and our sublicensees the right to use the name that you submit in connection with such content, if we so choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post, that the content is accurate, and that the use of the content you supply does not violate these Terms of Use hereunder. You agree to indemnify, defend, and hold harmless FoodMarketplace.com and The SOC Exchange , Inc and our sublicensees for all claims resulting from the content you supply. We have the right to monitor and remove any activity or content at any time without notice. Our sublicensees also have the right to remove content at any time without notice. We take no responsibility and assume no liability for any content posted by you or any third party.
 
8. Intellectual Property Infringement Complaints
We respect the intellectual property rights of others. If you believe that your intellectual property has been copied in a way that constitutes infringement of intellectual property, please provide us with the following:
(a)    the name of the owner and a signature of the person authorized to act on behalf of the intellectual property interest that is alleged to be infringed;
(b)    a description of the work, product, or other intellectual property that you claim has been infringed;
(c)    a description of where the material is located on the Website;
(d)    your address, telephone number, facsimile number and e-mail address;
(e)    a statement by you affirming your good-faith belief that the disputed use is not authorized by the intellectual property owner or its agent; and
(f)    a statement by you made under prosecution of false statements that you are the intellectual property owner or authorized to act on the intellectual property owner's behalf.
All intellectual property infringement complaints should be directed to us at: 
info@foodmarketplace.com
 
9. Intellectual Property
All trade marks, inventions, designs and copyrightable material, including but not limited to content (such as text, images, audio and video files) ("the Content"), code, design features, databases, and compilations (i.e. the collection, arrangement, and assembly of materials) are owned or licensed by us unless otherwise indicated. Except to the extent that the Content or other copyrightable material is owned by you, you may not reproduce, display, publicly perform, copy, distribute, or otherwise use for any commercial purpose any portion of the Website without the express written permission of FoodMarketplace.com and The SOC Exchange, Inc. or our licensors as appropriate. The use of any copyrightable material on any other website or in a networked computer environment for any purpose is prohibited. Any code that we create to generate or display any content on the pages of the Website is also protected by our copyright and you may not copy or adapt such code.
Any content that you upload to FoodMarketplace.com, you grant to us a permanent, irrevocable, royalty free, world wide, non-exclusive licence to use such Intellectual Property.
Please see our IP Statement for additional information about our intellectual property on the Website.
Copyrights and Copyright Agent. If you believe your work has been copied in a way that constitutes copyright infringement, please provide a notice containing all of the following information to our Copyright Agent:
(a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
(b) A description of the copyrighted work that you claim has been infringed;
(c) A description of where the material that you claim is infringing is located on the Site;
(d) Your address, telephone number, and e-mail address;
(e) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
(f) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Our Copyright Agent for Notice of claims of copyright infringement on the Site is:
________________ _____________
who can be reached as follows: 
By Mail: Copyright FoodMarketplace.com C/o Law Office of Denise Olrich, 755 Baywood Drive, 2nd Floor, Petaluma, CA 94954
By e-mail: copyright@foodmarketplace.com
 
10. Third Party Websites
This Website may contain links to other websites, which are not maintained or controlled by us. We do not endorse, accept any responsibility for the content or use of any third party websites, or make any representations about the information, products, services, or materials found on such third party websites. We reserve the right (but do not have the obligation) to delete or remove any links to websites containing such content. We do not regularly review the posted content to external websites linked to the Website. We take no responsibility and assume no liability for any content posted by any third party on an external website.
 
11. Disclaimer and Limitation of Liability
We make no guarantee or representation, either express or implied, as to the accuracy, correctness, value, timeliness, or completeness of any information on the Website, to the financial condition of any Member, Buyer, Seller, Retailer or User listed on the Website. All listings and other information is provided "as is" and "as available" basis and we do not represent that it they are complete, current, or free from errors or omissions. We do not control the content posted to the Website or linked to the Website through third party websites, including the content of any messages, reviews, websites linked to the Website, and we do not guarantee the accuracy, integrity, quality, timeliness, or appropriateness of such content, nor can we guarantee that any product sold on the Website is free of defects. The use of the Website and any third party websites linked to the Website is at your own risk. You should verify all information provided. Access to the Website or any third party websites may be interrupted by a variety of factors, including those outside our control. We cannot warrant or represent that access to the Website or any third party websites will be continuous, uninterrupted, virus-free, or secure, nor can we ensure that the Website will be bug-free, error-free, or free of technical problems. We will however, use reasonable care to maintain uninterrupted, bug-free, error-free service on the Website. TO THE EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING  STATUTORY WARRANTIES, THE WARRANTIES OF QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE. NO ORAL OR WRITTEN INFORMATION, PHOTOGRAPHS, ADVERTISEMENTS, OR ADVICE GIVEN BY US, OUR AGENTS, OR OUR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS LIMITED WARRANTY. WE DO NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN. WE SHALL NOT BE LIABLE FOR LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. CERTAIN FEDERAL OR STATE LEGISLATION DOES NOT ALLOW FOR AN EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THAT THE ABOVE LIMITATION MAY NOT APPLY TO YOU. WE DO NOT WARRANT THAT ALL ERRORS, BUGS, OR DEFECTS IN THE WEBSITE CAN OR WILL BE CORRECTED OR THAT THE WEBSITE WILL OPERATE BUG-FREE, ERROR FREE, OR UNINTERRUPTED. TO THE EXTENT YOUR JURISDICTION DOES NOT ALLOW LIMITATIONS ON WARRANTIES, THIS LIMITATION MAY NOT APPLY TO YOU AND YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE WEBSITE SHALL BE TO DISCONTINUE USING THE WEBSITE.
 
12. Waiver and Release of Claims; Indemnification
To the extent permitted by law, you expressly agree to waive and release us and our officers, directors, employees, independent contractors, representatives, and agents from any and all claims, damages, losses, costs, or expenses, including but not limited to reasonable attorney’s fees and costs, in any way connected with a dispute you may have with a Member, Buyer, Seller, Retailer or User using the Website. You further agree to indemnify, defend, and hold us, our officers, directors, employees, independent contractors, representatives, and agents harmless against any and all claims, demands, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in any way connected with (i) a breach of these Terms of Use; (ii) a breach of any terms or conditions entered into by you with any third party through the Website; (iii) any infringement or contributory infringement of the intellectual property rights of FoodMarketplace.com and The SOC Exchange Inc or any third party on the Website; (iv) a dispute between you and any third party arising out of the use of the Website, including but not limited to any disputes alleging fraud or negligent misrepresentation by any Member, Buyer, Seller, Retailer or User; or (v) any violation of the United States federal and state anti-discrimination laws and regulations as set forth in Paragraph 16 below, or any other applicable law or regulation.
UNDER NO CIRCUMSTANCES WILL THE COMPANY BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE), SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO THE WEBSITE, YOUR WEBSITE USE, OR THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE AND/OR CONTENT IS TO CEASE ALL OF YOUR USE OF THE WEBSITE.
 
13. Advertising and Anti-Discrimination Laws
Under the United States federal and state anti-discrimination laws, it is unlawful to publish or display an advertisement that indicates or could be reasonably understood to indicate an intention to discriminate. We will not knowingly accept any advertising which is in violation of any anti-discrimination laws in the United States.
 
14. Fans of a Food Retailer’s Website within FoodMarketplace.com
Any Member, Consumer, Retailer or User, can become a Fan of a food retailer’s website. Food retailers can become a fan of their own website if they so choose. When a Member, Consumer, Retailer or User, becomes a Fan of a food retailer’s website they are not only showing their support of that food retailer with their Fan Count, but by becoming a Fan they are also subscribing to receive ‘Specials email alerts’ and ‘Hot Buy email alerts’ from that retailer whom they have become a Fan. Members, Consumers, Retailers and Users, can UnFan or unsubscribe from a food retailer’s website at any time.
Retailers who have more than one website operating within the FoodMarketplace platform cannot pool or add the fan count totals together of multiple websites. The fan count total of each retailer's website is an individual stand-alone total and cannot be applied or added to any other fan count total. 
 
15. General
You may cease to use your account at any time. We may suspend or terminate your account at any time without notice at our sole discretion if we suspect you have breached these Terms of Use or if these terms otherwise permit. We also reserve the right to discontinue operating the Website at any time at our sole discretion. You will remain liable for obligations incurred to your account even if it has ceased to operate. Paragraphs 10, 11, and 12-18 of these Terms of Use will also continue to apply once your account has ceased to operate. You may not assign or transfer any of your rights or obligations under these Terms of Use without our prior written consent. You agree that we may assign this agreement without prior notice in the event of a merger, acquisition or sale of all or part of our business. No waiver of any breach of these Terms of Use, no matter how long continuing or how often repeated, shall be deemed a waiver of any subsequent breach thereof, nor shall any delay or omission to exercise any right, power, or privilege hereunder be deemed a waiver of such right, power, or privilege.
Our relationship of the parties is one of independent contractors and nothing in these Terms of Use will imply a relationship of partnership, joint venture or principal and agent.
If any provision in these Terms of Use is found or held to be invalid or unenforceable or capable of termination by a party in any jurisdiction in which this agreement is performed, then the meaning of that provision will be construed, to the extent feasible, to render the provision enforceable. If no feasible interpretation would save such provision, it is to be severed from the remainder of these Terms of Use which are to remain in full force and effect.
We will send any legal notices or communications regarding your account to your designated e-mail address. Please ensure that a valid e-mail address is designated to your account at all times. Your primary point of contact with FoodMarketplace.com should be via the "Contact Us" tab on the Website menu. Any formal notices or communications should be sent to our postal address provided at the beginning of these Terms of Use. Notices sent by e-mail or confirmed facsimile will be deemed to have been received 24 hours after being sent, regardless of whether you have actually read the notice or not. Notices sent by mail should be sent by pre-paid registered mail return receipt requested or by a recognized international courier, and will be deemed to have been received five (5) days following the date in which they were sent.
 
16. Dispute Resolution
You agree that the laws of the state of California without regard to conflicts of laws provisions will govern these Terms and Condition of Use and any dispute that may arise between you and the Company or its affiliates and that venue of any action arising from or relating to this agreement shall be in Marin County, California,  except that where appropriate, disputes may instead be reported to the police or law enforcement agencies as may be determined in our sole discretion. 
 
Terms of Use – RETAILERS & MEMBERS.
These Terms of Use set forth the conditions on which Retailers (“Retailers” or “you”) may use the Food FoodMarketplace.com website ("the Website") and services offered by FoodMarketplace.com and The SOC Exchange, Inc through the Website. These Terms of Use are a contract between you and The Soc Exchange, Inc., a Delaware corporation,  owner of  the FoodMarketplace.com Website (referred to below as the “Company”, “Foodmarketplace”, “Foodmarketplace.com”,  “us”, “our” or “we”).  By using the Website or registering your business, you acknowledge that you have read, accepted, and agreed to be bound by these Terms of Use and to comply with all applicable laws and regulations of the United States of America.
We may amend these Terms of Use at any time without notice in our sole discretion and the changes will apply immediately. FoodMarketplace may at its sole and absolute discretion change, limit or modify these Terms Of Use at any time, with or without notice.  All decisions made by FoodMarketplace.com are final and not negotiable.  Each use by you of this Website  shall constitute and be deemed your unconditional acceptance of this Agreement,
Please check this page regularly to ensure you are aware of any changes. We will notify you prior to any increase in our service charges.
Our Privacy Policy and Intellectual Property statement published on the Website are incorporated by reference into these Terms of Use. From time to time, we may amend these policies or introduce new policies regarding the use of the Website. Any reference to these Terms of Use includes all such policies.
These Terms of Use apply to all Retailers wishing to sell any item on the FoodMarketplace Website, located at“www.foodmarketplace.com”. Separate terms of use apply to Consumers using the Website.
These Terms of Use do not cover your legal relationships with Consumers or other users browsing the Website. The terms and conditions under which such dealings are carried out are matters between you and those other parties.
 
1. Nature of the Website
FoodMarketplace.com is an online platform that facilitates the sale of food and wine products by retailers . Details of what we offer to you are outlined on the "About Us" section of the FoodMarketplace.com  Website. We do not buy or sell food products ourselves. We are not involved in the actual transaction between Retailers and Consumers or Buyers using the Website. Consequently, we do not have any control over the completeness or accuracy of any information provided to Retailers by Consumers or Buyers and vice-versa using the Website. In particular, we cannot ensure and do not guarantee that a Consumer or Buyer will actually complete a transaction or act lawfully in using the Website and are unable to verify the identity or age of any Consumer or Buyer.
You are solely responsible for transactions between you and Consumers / Buyers contacting you via the Website. In particular, FoodMarketplace.com does not have access to, and does not verify or store any payment details provided by Consumers / Buyers. You must use any such information given to you by a Consumer / Buyer only for the purposes of the particular transaction and you must not disclose that information. You have the sole responsibility to protect all Consumer / Buyer information, including credit card or other payment information, in accordance with applicable United States privacy laws, anti-spam laws, and with our Privacy Policy, which is incorporated by reference into this Agreement. Provided a Consumer / Buyer has given you adequate details to enable you to complete a transaction and they have paid in full, you must complete the transaction unless it would be unlawful for you to do so. In particular, unless you have agreed otherwise with the Consumer / Buyer or stated otherwise on your FoodMarketplace website, ordered items must be dispatched on the same business day, or on the following business day if the order is completed after 3:00 pm. The terms on which you agree to conduct business with Consumers / Buyers via the Website must not be inconsistent with these Terms of Use. In the event of any inconsistency, these Terms of Use will prevail. Consumer’s / Buyer's transactions will be complete upon your receipt of Consumer’s / Buyer’s payment at your designated account.
You must conduct your selling activities to the highest of ethical standards, in accordance with all relevant United States laws and regulations. You are solely responsible for adhering to all applicable tax obligations, including but not limited to any sales, use, or excise tax obligations.
As the Website is hosted by a third party and given the nature of the Internet, we are unable to give any guarantee that the Website will be accessible to you or Consumers / Buyers at all times. We will make every effort to minimise interruptions of service, and will notify you if we anticipate or plan any scheduled downtime for the purpose of upgrading or updating the Website.
 
2. Eligibility to Use the Website
You must not register or use the Website for promoting and / or selling if United States  state or federal laws prohibit you from doing so. You must be a resident of the United States and a professional food retailer with a registered ABN in order to be a Retailer on the Website. All sales must comply with the eligibility criteria for sales of goods set forth in Paragraph 6. . This website is intended for adults only. This website is not intended for any children under the age of 18. If we have any reason to suspect that you are not complying with United States state or federal law, the eligibility criteria, or the minimum age requirement, then we will be entitled to suspend or terminate your registration without notice. We also reserve the right (but do not have the obligation) to delete or remove listings in such circumstances. We take no responsibility and assume no liability for any listings posted in violation of Paragraph 2.
 
3. Use of the Website
You must register in order to set up a website and / or listing on the FoodMarketplace website.
For United States registered businesses that are food retailers, use of the website is FREE to establish and maintain a website / shop-front on the FoodMarketplace.com platform. To upgrade the functionality of your website and to participate in competitions and promotions, a FREE retailer will need to upgrade and become a Gold Key Retailer by paying a subscription fee of $1,095.00 per year. We do not charge retailers a commission based on the amount or value of purchases made via the Website. Additional fees may be payable for additional benefits that we choose to provide from time to time. We will notify you prior to any increase in fees.
 
Registered food businesses can instantly open their FREE website within FoodMarketplace, but please do not pay any fee until you are ready to upgrade to Gold Key Retailer status. All fees paid to FoodMarketplace.com are non-refundable.
 
Any information provided by you to us, whether in your registration or otherwise in connection with this site must be truthful and complete. We may suspend or cancel your registration without notice (both FREE Retailers and Gold Key Retailers) if we have any reason to suspect this is not the case, as shall be determined in our sole discretion.
 
When you register, you will be required to select a password. You must not disclose your password to any third party and are responsible for keeping it confidential. We will never ask you to send your password or other sensitive information to us in an e-mail or to enter it via any website other than one with the URL of: www.foodmarketplace.com. If you suspect any unauthorized use of your account or access to your password, please change your password immediately and contact us. You are solely responsible for any and all use of your account.
 
We use industry standard techniques, including encryption, to process and store personal information. However, to the extent permitted by law, we do not accept responsibility for the security of personal information transmitted over the Internet or the unauthorized access to or use of your personal information. Please refer to our Privacy Policy.
 
We use commercially reasonable efforts to maintain the Website at all times and keep it operating free from bugs, errors, or defects. In the event that any bugs, errors, or defects are identified, we will assign technicians to promptly triage and resolve the issue, and to provide a workaround. If at any time you become aware of an error, bug, or other technical problem, we ask that you promptly notify us of the incident at: info@foodmarketplace.com  providing the following information:
 
(a)    the specific sequence of events causing the incident;
(b)    the exact wording of any bug or error messages, if applicable;
(c)    a full description of the incident;
(d)    any special circumstances surrounding the discovery of the incident for which you are seeking technical support.
 
 
4. Suspension or Termination of Access
We may suspend or terminate your website /  listing and account with us at any time without prior warning if we suspect that you fail to comply with these Terms of Use (including failure to pay fees when due and failure to declare yourself as a registered business), as determined in our sole discretion,  without limiting any other remedies to which we may be entitled. Furthermore, if we consider you to have committed any fraudulent or other illegal activity, as determined in our sole discretion, we may report you to relevant law enforcement authorities. We also reserve the right to discontinue operating the Website at any time. You may cease to operate your account at any time, provided that you have paid all amounts owed to us. You will remain liable for obligations related to your account even if it has ceased to operate. Paragraphs 4 and 14-21 of these Terms of Use will also continue to apply once your account has ceased to operate. Under no circumstances will we be liable for any loss of profit or business opportunity that may result from the suspension or termination of your account. See Paragraph 17 below.
 
5. Content of Listing
As with any form of advertising, the content of your listing must comply with all relevantUnited States laws.  These laws vary depending on the nature and location of your business, if any, and the items offered. You represent and warrant that all content provided by you will comply with relevant United States laws. In particular, no content may: be misleading or deceptive, be likely to mislead or deceive users of the Website, be illegal, infringe or encourage the infringement of the intellectual property rights of any person, defame any person, harass any person, incite violence or encourage criminal behavior, constitute hate speech, invade another person's privacy, or contain offensive content by any relevant standard of decency. Please seek professional advice if you are unsure of your legal obligations or whether your content complies with applicable laws. You are solely responsible for ensuring you are in compliance with all such laws. Although you are solely responsible for content provided by you, we reserve the right to edit or remove your content if we (in our sole and absolute discretion) consider that it conflicts with relevant laws, is inappropriate or otherwise fails to comply with these Terms of Use. We also reserve the right to suspend or terminate your account for posting inappropriate content (in our sole and absolute discretion).
Your listing must only contain text, graphics, photos, or pictures relevant to the advertised items or otherwise relevant to your goods and/or business. Under no circumstances must offensive or sexually explicit content be included or linked to your listing. All content must clearly identify your name, including your business name (if applicable), contact details and any other information required by law. All telephone and facsimile numbers and e-mail addresses must be fully functional and regularly monitored.
You are required to list all prices in United States dollars, and to clearly state any additional charges, including but not limited to shipping and handling or any applicable taxes. All delivery and other charges must be clearly stated. Your listing must not contain any virus, worm, trojan or other computer programming routines that may damage or interfere with the Website, computer system or data or that of any third party. You listing must not constitute political campaigning.
You represent and warrant that: (i) all listings and content published by you on or in connection with the Website comply with all relevant laws, are complete and accurate and are not misleading or deceptive, nor likely to be misleading or deceptive and do not infringe or encourage the infringement of the rights of any third party, (ii) all items advertised by you on or through the Website comply with all relevant laws and are of a particular quality and suitable for the purpose for which they are intended; (iii) no listing or content published by you on in connection with the Website defames or invades the privacy of any person, or constitutes hate speech; (iv) all advertising and content published by you contain no or offensive content under any relevant standard of decency; (v) no listing or content published by you incites violence or encourages criminal behavior; and (vi) you are the lawful owner of good and marketable legal title in each of the items listed for sale
.
6. Specific Prohibited Uses
This Website may be used only for lawful purposes, and should only be used by Members,  Consumers, Retailers and Users seeking to buy or sell food and wine goods on the Website.
FoodMarketplace.com specifically prohibits any other use of the Website, including but not limited to the following: (a) using the Website for any purposes other than as a Member,, Consumer, Retailer or User; (b) posting or submitting to the Website any information in which you impersonate or claim to be in any manner another person (living or deceased), an animal, a place, or a fictional character, or in which you misrepresent your affiliation with another person or entity; (c) posting or submitting to the Website files to which you do not own in full the rights, (d) disclosing or sharing your password with any third party or allowing such third party access to a password-protected portion of the Website; (e) taking any action that disrupts, tampers with, interfering with, or imposing an unreasonable burden on the Website's infrastructure, servers, data, or network, or those of any third party via the Website; (f) using or attempting to use any engine, software tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Website other than generally available third party browsers (including but not limited to Internet Explorer, Firefox, and Safari); (g) posting or submitting any content that contains software viruses or any computer code, files, or programs designed to interrupt, destroy, or limit the functionality of the Website or of any computer software, hardware, or telecommunications equipment; (h) deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of the Website; (i) aggregating, copying, or duplicating in any manner any of the software making up a part of the Website or any of the content or information available on the Website; (j) using any means of automatically searching or mining data from the Website or in any way attempting to interfere with the proper working of the Website or transactions with businesses advertising through the Website; (k) stalking, harassing, or threatening any other Buyer, Seller, or user of the Website; or (l) collecting or storing personal information about any other Buyer, Seller, or user of the Website.
We reserve the right (but do not have the obligation) to suspend or terminate any Members, Buyers, Retailers, or Users who we suspect do not appropriately use the Website, as determined in our sole discretion. If you become aware of an inappropriate use, please notify us at our e-mail address, which is: info@foodmarketplace.com
 
7. Retailer’s Terms and Conditions
As FoodMarketplace.com is not involved in your transactions with Consumers / Buyers, and is merely a passive conduit for online advertising of your items for sale, we have no involvement in, or control over, the terms on which you may choose to sell to Consumers / Buyers. You are solely responsible for setting your own terms and conditions, including but not limited to terms and conditions of sale, payment, delivery and/or shipping, warranties, and returns, and as the Retailer / Seller, you assume the risk of making sales and collecting money from any Consumer / Buyer. You should conduct any investigation or due diligence on a Consumer / Buyer that you feel is appropriate or necessary before engaging in a transaction with such Consumer / Buyer on the Website. We do not have any control over and do not guarantee the quality, accuracy, safety, or legality of any items advertised or content, the truth or accuracy of listings, your ability to sell, or the Consumer / Buyer's ability to buy and / or pay. In particular, we cannot ensure and do not guarantee that a Consumer / Buyer will actually complete a transaction or act lawfully in using the Website.
If you obtain and store the personal information of any registered users (including by reason of an order placed by a Consumer / Buyer with you), you must only use that information for the purpose for which it was disclosed and must not use it for marketing purposes unless the individual has given his or her specific written consent for you to do so. In particular, you may not use personal information of registered users for sending unsolicited commercial messages. Credit card details and other personal and financial information of Consumers / Buyers obtained through their use of the Website may only be retained and used as provided by applicable law. In particular, you must comply with all applicable privacy and anti-spam laws, as well as our Privacy Policy.
You are responsible for addressing and resolving any and all disputes with Consumers / Buyers who have ordered goods from you through the Website. FoodMarketplace.com has no obligation to become involved with any such dispute. If you believe that a Consumer / Buyer has acted illegally or violated the Terms of Use, please notify us at your earliest convenience.
 
8. Product Recalls
You are solely responsible for staying informed about product recalls. Recalled items are not permitted to be sold on this site as set forth in Paragraph 6, and you must immediately discontinue any sale of a recalled item upon issuance of the recall.
 
9. Purchase Risks
(d)   Please note that there are risks in using any website to make sales and / or purchases, including but not limited to the risk of physical harm from dealing with strangers, underage persons, or persons acting under false pretenses. You assume all risks arising from dealing with Consumers / Buyers, Retailers, Members or other Users in which you come in contact on the Website.
 
10. Reviews, Comments, and other Content
You may post photos, product descriptions, recipes, blogs and other content on the Website regarding your items available for sale, and third parties may also post reviews, comments, and other content on the Website and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam." They may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of the content. We reserve the right (but do not have the obligation) to delete or remove such content. We do not regularly review posted content. We have the right to monitor and remove any activity or content at any time without notice. We take no responsibility and assume no liability for any content posted by any third party.
We grant to you via our licensors a non-exclusive, royalty-free, perpetual, irrevocable right to use, reproduce, adapt, publish, translate, create derivative works from, distribute, and display such third party content throughout the world in any media. We also grant to you the right to use the name that the third party submitted in connection with such content. You have the right to remove content at any time without notice, but may not edit such content for any purpose. You agree to indemnify, defend, and hold harmless FoodMarketplace.com and The SOC Exchange, Inc and its officers, directors, employees, independent contractors, representatives and agents for all claims resulting from licensors regarding the editing of the content they supplied.
 
11. Special Offers and Direct Marketing to Buyers via the Website
The Website may offer features enabling you to provide discount vouchers, special offers, gift certificates or other benefits via the Website. You may impose such terms and conditions of such offers as you consider appropriate, provided that such terms are not inconsistent with these Terms of Use or any legal requirement. We do not take any responsibility in connection with any such benefits offered by you to Consumers / Buyers.
FoodMarketplace.com may agree to distribute your advertisements and special offers by e-mail to registered Consumers / Buyers, Members or Users who have specifically agreed to accept such materials from you or your listing by becoming your Fan. We will not sell or disclose personal information of registered Consumers / Buyers, Members or Users to you for such purposes.
 
12. External Websites
If you have an external website, you may have the opportunity to create a link on your listing that connects to your external website, provided that the content of the external website is not illegal, obscene, threatening, harassing, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam." You must not create any link or frame to any other page within the Website other than the Website listing. The content of the external website may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of the content. We reserve the right (but do not have the obligation) to delete or remove any links to websites containing such content. We do not regularly review the posted content to external websites linked to our Website. We have the right to monitor and remove any links to external websites at any time without notice. We take no responsibility and assume no liability for any content posted by any third party on an external website.
You agree that your listing on the Website will not contain any links to other external websites, except as expressly permitted herein. This requirement is necessary to protect the reputation and integrity of FoodMarketplace.com.
 
13. Intellectual Property
All trade marks, inventions, designs and copyrightable material, including but not limited to text, images, audio, and video files (collectively "Content"), code, design features, database(s), and compilations (such as collections, arrangements, and assemblies) on the Website are owned or licensed by us unless otherwise indicated. You must not use our trade marks or otherwise represent that we in any way endorse or are associated with your selling activities generally except to the extent (i) they are connected to your listing, (ii) the use is expressly provided for in these Terms of Use, or (iii) we have given our prior written consent to the use.
We may make Content available to you to use in your listing on the Website. Except as otherwise expressly stated herein, you do not have any exclusive right to such content and must not use it elsewhere (including on an external website that is linked to the Website).
All right, title, and interest to original content posted to a listing by you shall remain owned by you. You agree to grant us a non-exclusive, royalty-free, irrevocable, worldwide license to use and display the copyright and other intellectual property rights in the content of your listing in connection with FoodMarketplace.com. We will only use such rights as is necessary for the operation of the Website and associated activities. You agree not to post any content to a listing that is owned in whole or in part by any third party; provided that, however, you may post content owned by third parties if the right to use such content on the Website is expressly granted pursuant to a license agreement with the copyright owner of such content. It is your responsibility to ensure that you have entered into such a valid license agreement prior to posting such third party content to your listing. Please consult with an intellectual property attorney if you have questions or concerns about how to properly license third party content.
Any content that you upload to FoodMarketplace.com, you grant to us a permanent, irrevocable, royalty free, world wide, non-exclusive licence to use such Intellectual Property.
You must not use any means of automatically searching or mining data from the Website or in any way interfere or attempt to interfere with the proper working of the Website or transactions with businesses advertising through the Website. You agree not to take on any action that imposes an unreasonable burden on our infrastructure or otherwise tamper or interfere with FoodMarketplace.com.au, our system, or data, or that of any third party via the Website.
 
14. Intellectual Property Infringement Complaints
We respect the intellectual property rights of others. If you believe that your intellectual property has been copied in a way that constitutes intellectual property infringement, please provide us with the following:
(a)    the name of the owner and a signature of the person authorized to act on behalf of the intellectual property interest that is alleged to be infringed;
(b)    a description of the work, product, or other intellectual property that you claim has been infringed;
(c)    a description of where the material is located on the Website;
(d)    your address, telephone number, facsimile number and e-mail address;
(e)    a statement by you affirming your good-faith belief that the disputed use is not authorized by the intellectual property owner or its agent; and
(f)    a statement by you made under prosecution for false statements that you are the intellectual property owner or authorized to act on the intellectual property owner's behalf.
Our Copyright Agent for Notice of claims of copyright infringement on the Website is:
________________ _____________
who can be reached as follows: 
By Mail: Copyright Foodmarketplace.com C/o Law Office of Denise Olrich, 755 Baywood Drive, 2nd Floor, Petaluma, CA 94954 
By e-mail: copyright@foodmarketplace.com
 
15. Disclaimer and Limitation of Liability
We make no guarantee or representation, either express or implied, as to the accuracy, correctness, value, timeliness, or completeness of any information on the Website. The information is provided "as is" and on an "as available" basis, and we do not represent that it is complete, current or free from errors or omission. You use the Website at your own risk. We do not control the content posted by third parties posted to the Website or to external websites, including the content of any messages, reviews, or websites linked to the Website, and we do not guarantee the accuracy, integrity, quality, or appropriateness of such content, nor can we guarantee that any product, vehicle, or real estate is free of defects. You should verify all information provided. Access to the Website or any third party websites may be interrupted by a variety of factors, including those outside our control. We cannot warrant or represent that access to the Website or any third party websites will be continuous, uninterrupted, virus-free, or secure, nor can we ensure that the Website will be bug-free, error-free, or free of technical problems. We will, however, use reasonable care to maintain uninterrupted, bug-free and error-free service on the Website. TO THE EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE. NO ORAL OR WRITTEN INFORMATION, PHOTOGRAPHS, ADVERTISEMENTS, OR ADVICE GIVEN BY US, OUR AGENTS, OR OUR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS LIMITED WARRANTY. WE DO NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN. WE SHALL NOT BE LIABLE FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOST DATA, BUSINESS INTERRUPTION, OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. CERTAIN UNITED STATES OR STATE LEGISLATION DOES NOT ALLOW FOR AN EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. WE DO NOT WARRANT THAT ALL ERRORS, BUGS, OR DEFECTS IN THE WEBSITE CAN OR WILL BE CORRECTED OR THAT THE WEBSITE WILL OPERATE BUG-FREE, ERROR FREE, OR UNINTERRUPTED.
UNDER NO CIRCUMSTANCES WILL THE COMPANY BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE), SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO THE WEBSITE, YOUR WEBSITE USE, OR THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE AND/OR CONTENT IS TO CEASE ALL OF YOUR USE OF THE WEBSITE.
 
16. Waiver and Release of Claims; Indemnification
To the extent permitted by law, you expressly agree to waive and release us and our officers, directors, employees, independent contractors, representatives, and agents from any and all claims, damages, losses, costs, or expenses, including but not limited to reasonable attorney’s fees, in any way connected with a dispute you may have with any Consumer / Buyer, Retailer, Member, User or other third party arising out of the use of the Website. You further agree to indemnify, defend, and hold us and our officers, directors, employees, independent contractors, representatives, and agents harmless against any and all claims, demands, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in any way connected with (i) a breach of these Terms of Use; (ii) a breach of any terms or conditions entered into by you with any third party through the Website; (iii) any infringement or contributory infringement of intellectual property rights on the Website; (iv) a dispute between you and any Consumer / Buyer, Retailer, Member, User or other third party arising out of the use of the Website, including but not limited to any dispute arising from a claim of fraud or negligent misrepresentation against you; or (v) any violation of Australian federal or state anti-discrimination laws and regulations or any other applicable law or regulation.
 
17. Advertising and Anti-Discrimination
Under the Australian federal and state anti-discrimination laws, it is unlawful to publish or display an advertisement that indicates or could be reasonably understood to indicate an intention to discriminate. We will not knowingly accept any advertising, which is in violation of any anti-discrimination laws in Australia.
 
18. General
Either party may assign this agreement without prior notice in the event of a merger, acquisition or sale of all or part of our respective businesses. You may not otherwise assign or transfer any of your rights or obligations under these Terms of Use without our prior written consent.
The relationship of the parties is one of independent contractors and nothing in these Terms of Use will imply a relationship of partnership, joint venture or principal and agent.
If any provision in these Terms of Use is found or held to be invalid or unenforceable or capable of termination by a party in any jurisdiction in which this agreement is performed, then the meaning of that provision will be construed, to the extent feasible, to render the provision enforceable. If no feasible interpretation would save such provision, it is to be severed from the remainder of these Terms of Use, which are to remain in full force and effect. No waiver of any breach of these Terms of Use, no matter how long continuing or how often repeated, shall be deemed a waiver of any subsequent breach thereof, nor shall any delay or omission to exercise any right, power, or privilege hereunder be deemed a waiver of such right, power, or privilege.
We will send any legal notices or communications regarding your account to your designated e-mail address. Please ensure that a valid e-mail address is designated to your account at all times. Your primary point of contact with FoodMarketplace.com.au should be via the "Contact Us" tab on the Website menu. Any formal notices or communications should be sent to our postal address provided at the beginning of these Terms of Use. Notices sent by e-mail or facsimile will be deemed to have been received by you 24 hours after sending, regardless of whether you have actually read the notice or not. Notices sent by mail should be sent by registered mail with pre-paid postage return receipt requested or by a recognized international courier, and will be deemed to have been received five (5) days following the date on which they were sent.
 
19. Fans of a Food Retailer’s Website within FoodMarketplace.com
Any Member, Consumer, Retailer or User, can become a Fan of a food retailer’s website. Food retailers can become a fan of their own website if they so choose. When a Member, Consumer, Retailer or User, becomes a Fan of a food retailer’s website they are not only showing their support of that food retailer with their Fan Count, but by becoming a Fan they are also subscribing to receive ‘Specials email alerts’ and ‘Hot Buy email alerts’ from that retailer whom they have become a Fan. Members, Consumers, Retailers and Users, can UnFan or unsubscribe from a food retailer’s website at any time.
Retailers who have more than one website operating within the FoodMarketplace platform cannot pool or add the fan count totals together of multiple websites. The fan count total of each retailer's website is an individual stand-alone total and cannot be applied or added to any other fan count total. 
 
20. You Tube
In order to submit video uploads to the Website, Retailers will be required to become a member of YouTube (www.youtube.com). Retailers will then be required to upload the video on YouTube.
Once the Retailers have uploaded the video on YouTube, they will then be required to upload the relevant link to their video on the Website.
All retailers acknowledge and agree that in addition to being subject to these Terms of Use, they will also be subject to the terms and conditions of the YouTube website and content hosted on the YouTube website. All Retailers must ensure that the content of the video complies with the YouTube Privacy Policy at http://www.youtube.com/t/privacy, the YouTube Terms of Use at http://www.youtube.com/t/terms, the YouTube Community Guidelines at http://www.youtube.com/t/commu... and the YouTube Copyright Infringement Notification at http://www.youtube.com/t/copyr... policies (“the YouTube Policies”). Retailers are responsible for reviewing the YouTube Policies.
Retailers must not do anything, and must ensure that the videos uploaded to the Website do not contain anything, which will, or is reasonably likely to, cause FoodMarketplace.com to be in breach of the YouTube Policies. If the Retailers video content is removed from the YouTube website, then it may not be viewable on the Website. FoodMarketplace.com and The SOC Exchange, Inc takes no responsibility for any action taken by third party websites such as YouTube.
Only videos owned by Retailers must be uploaded to the Website and FoodMarketplace.com has the right (but not the obligation) to remove any videos that are suspected to breach the YouTube Policies or these Terms of Use.
 
21. Dispute Resolution
You agree that the laws of the state of California without regard to conflicts of laws provisions will govern these Terms and Condition of Use and any dispute that may arise between you and the Company or its affiliates and that venue of any action arising from or relating to this agreement shall be in Marin County, California,  except that where appropriate, disputes may instead be reported to the police or law enforcement agencies as may be determined in our sole discretion.
 
22. OFFICIAL RULES
THANK OUR RETAILERS Competition 

This "THANK OUR RETAILERS" competition is open to all residents of The United States Of America who are 18 years of age or older. 
 
Prize money of $100,000 cash will be shared between two winning participants and the Gold Key Food Retailers nominated in their winning entries, in the ratio of $25,000 each. Two winners will be selected by our judges and announced separately on the FoodMarketplace.com website on March 14 and March 28, 2017. Each prize of $50,000 cash will be split evenly between the winner and the nominated Gold Key Retailer in their winning entry- i.e. each party receiving $25,000 each.
 
Members / users upload an original photo of their nominated food retailer along with a testimonial (review), to the "THANK OUR RETAILERS" gallery. Both the photo and the testimonial will be classified as an entry. The Testimonial must be approx. 25 words or less (a maximum of 160 characters including spaces) and it should describe what the entrant considers to be good/positive about the food retailer they have nominated in their entry photograph. You are permitted to use photoshop or any other image editing software for the purposes of adding your creative ideas, imagination and expression to your original photo.
 
The photo in your entry must be an original photo taken by you (the participant) and not sourced from a publicly available site. The photo must be taken either in store or out the front of the food retailer's place of business. The food retailer's business name must be clearly visible in your photo.
 
For an entry to become eligible for judging, the food retailer that is nominated in the entry must first become a FoodMarketplace Gold Key Retailer by paying a yearly subscription of $1,095.00. The RMC (Retailer Member Code) that is allocated to the food retailer's website after their yearly subscription of $1,095.00 has been paid, must be entered by the participant in the appropriate field in-order for their entry to be eligible to be judged, with the opportunity to be selected to win a $50,000 cash prize. 
 
Participants can upload their original photo and testimonial before the food retailer nominated in their entry becomes a FREE retailer or Gold Key Retailer, but the participant's entry will not be eligible to be judged until the food retailer nominated in their entry has joined FoodMarketplace.com on a one year subscription of $1,095.00, thus becoming a Gold Key Retailer and that food retailer's RMC (Retailer Member Code) has been entered into the appropriate field by the participant. 
 
Closing date for all entries is: 8pm Tuesday March 7, 2017 EST. All entries after this date that are not eligible for judging, will not be considered by our judges and will no longer participate in this competition. 
 
Eligible entries only will be considered by our judges after March 7, 2017 . Eligible entries only will have the opportunity to be judged and the opportunity to be selected as one of two winners of a $50,000 cash prize.
 
An announcement will be made separately, as to each of the two winning entries on the FoodMarketplace.com website on the 14th March  and  28th March  2017. The name of the winning entrant and their nominated Gold Key Retailer will be published on the FoodMarketplace.com website as well as other selected media channels worldwide, as to be determined by the "THANK OUR RETAILERS" competition organizers. A judge, or panel of judges, will select the two winning entries.
 
Criteria that will be considered when selecting the winning entries are:
1 - The originality and creativity of the photo submitted. 45%
2 - The testimonial that is submitted. Speak from the heart when telling us what you love about the food retailer you have nominated in your entry. 45%
3 - The number of Fans an entry collects. 10%
 
 
All visitors, members and users can click the: Become a Fan box, which is located next to each entry on their Entry Detail Page, as a way of showing their support for an entry. All users can share entries and their images via the social media icons next to each image. The Fan Count of each entry will have a 10% value in the judging criteria, it may influence, but will not determine the winner, when the time comes for the judges to select each winner. We believe the more fans an entry has, the greater the benefit for that entry, so feel free to share any entry around and collect as many fans as possible.
 
All participants by becoming a member of FoodMarketplace acknowledge and accept these Official Rules and also by their participation in the "THANK OUR RETAILERS" Competition and the uploading of their entries, fully acknowledge and accept that any image or photo that is uploaded is the participant's own original photo and is not infringing any copyright laws. All IP and Copyright ownership of all images and testimonials (reviews) upon being submitted as an entry, automatically become the property of FoodMarketplace.com. The participant acknowledges that they are fully responsible for any copyright infringement arising from or relating to the image or photo that they upload to the website and the "THANK OUR RETAILERS" gallery and such participant agrees to hold harmless and indemnify the Company from any damages which it suffers resulting from such infringement. All participants agree not to post any content to a listing that is owned in whole or in part by any third party; provided that, however, you may post content owned by third parties if the right to use such content on the Website is expressly granted pursuant to a license agreement with the copyright owner of such content. It is your responsibility to ensure that you have entered into such a valid license agreement prior to posting such third party content to your listing. Please consult with an intellectual property attorney if you have questions or concerns about how to properly license third party content.
 
Each of the $50,000 Prizes will be split 50/50 between the winning entrant and the Gold Key Retailer nominated in their winning entry. A food retailer can submit and nominate themselves as an entry making them eligible to win a total cash prize of $50,000. A food retailer must be a current paid Gold Key Retailer in order to collect any cash prize. A participant and their nominated food retailer can win a cash prize on one occasion only throughout the competition.
 
Each of the $50,000 Cash prizes will be divided into two amounts of $25,000 each and will be paid to the winner and their nominated Gold Key Retailer separately by either check or direct bank deposit into their nominated bank account as determined by the "THANK OUR RETAILERS" organizers. In the event that seven days passes from the first request for bank account information in-order to facilitate payment and still no details have been provided to the competition organizers, then the prize money will be forfeited and payment will not be made. Payment to the winner and their nominated food retailer will be completed no later than 45 days after the announcement of them as the winners.
 
Part of the criteria for receiving a cash prize will be that the winner and their nominated winning Gold Key Retailer must provide a recent image of themselves upon request by the event organizers. The winner(s) and their winning nominated Gold Key Retailer consent to have an image(s) of themselves, their name, nickname, website or business name and images published on the homepage of the FoodMarketplace.com website and on other pages within the FoodMartketplace.com website as well as in other media publications, whether it be print, television or online worldwide. 
 
All participants can enter as many times as they like, but a participant can only submit an entry of a single food retailer once. If a food retailer has multiple stores then the participant can submit each store as a separate entry on one occasion, provided that the location of each store is clearly identified in their testimonial and photo entry and that store's correct Retailer Member Code (RMC) is entered by the participant. Food retailer's can have an unlimited number of entries featuring their business submitted by different participants, meaning the more eligible entries submitted featuring their business, the more opportunities they have to be judged with the opportunity to win $25,000.  
 
Once a food retailer becomes a Gold Key Retailer by subscribing  to FoodMarketplace.com on a yearly subscription of $1,095.00 all entries nominating them are eligible to be judged by our judges. All food retailer subscription fees paid to FoodMarketplace.com are non-refundable. Once an entry has been uploaded by a participant it cannot be deleted by that participant. When a person becomes a fan of an entry, they cannot reverse or "undo" their decision.
 
All entries will be viewed by a moderator, as appointed by the event organizers before being posted to the "THANK OUR RETAILERS" gallery. When an entry is approved it will be published to the competition gallery. The moderator(s) have the right to delete an entry at any time without notice, even if the entry has already been published. All decisions made by the "THANK OUR RETAILERS" Organizers will be final and non-negotiable.
 
WINNER VERIFICATION: Without limitation, Sponsor has the right to verify entrants eligibility and compliance with these Official Rules and, on the basis of its investigation, to disqualify any entry/entrant at any time during or after the promotion period, and to require immediate prize return if applicable.  Potential winners will be notified by e-mail or telephone (in Sponsor's absolute discretion) using the information provided at registration. Potential winner (and applicable retailer) will be required to sign, have notarized and return an Affidavit of Eligibility, Release of Liability, and where legal, Publicity Release for receipt by Sponsor within the time/date specified by Sponsor, or else prize will be forfeited in its entirety. Prize awards to retailers will be awarded to and in the name of the retail business, and not to an individual. 
 
GENERAL CONDITIONS: Without limitation, incomplete, incoherent, inadequate, inappropriate entries in whole or in part, or entries seemingly submitted not in good faith will not be eligible. Further, without limiting any other provision herein, by submitting an entry, entrants represent, warrant and covenant (as applicable), and agree to produce written evidence of such if requested, that their participation, vote and/or entry does not and will not involve behavior that is contrary to these Rules or the spirit of the Competition, or that is obscene, menacing, intimidating, threatening, unethical, explicit, defamatory, offensive, violent, discriminatory, cruel, abusive, highly sensitive, harmful, dangerous or illegal, or that otherwise offends against reasonable standards of taste and decency. 
 
Entrants may not enter through a contest club, or exchange website (or similar method), with multiple identities, devices, accounts, IP or e-mail addresses, and/or phone numbers, nor shall entrants use any other device or artifice to enter, vote or participate (participation). Any suspected use of artifice, cheating, fraud, on-line clubs (or similar methods), exchange sites, robotic, automatic, macro, bots, script, programmed or any other methods of unauthorized participation as determined in Sponsor's sole and absolute discretion, will void all such entries by such methods, and disqualify any entrant suspected of using/benefitting from such methods. 
 
LIMITATIONS OF LIABILITY:  BY PARTICIPATING, ENTRANTS AGREE TO THE FULLEST EXTENT PERMITTED BY LAW TO RELEASE, DISCHARGE AND HOLD HARMLESS THE SPONSOR, OTHER COMPETITION ENTITIES, AND THEIR PARENT, AFFILIATED AND SUBSIDIARY COMPANIES, ADVERTISING AND PROMOTION AGENCIES, AND THEIR RESPECTIVE DISTRIBUTORS, OFFICERS, DIRECTORS, EMPLOYEES, INDEPENDENT CONTRACTORS, REPRESENTATIVES, ASSIGNS AND AGENTS (RELEASED PARTIES) FROM AND AGAINST ANY AND ALL ALLEGED AND/OR ACTUAL CLAIMS, CAUSES OF ACTION, DEMANDS, LOSSES, SETTLEMENTS (WHETHER OR NOT LITAGATION OR OTHER LEGAL PROCEEDINGS ARE COMMENCED), LIABILITIES AND DAMAGES OF ANY KIND WHATSOEVER EXISTING NOW OR ARISING IN THE FUTURE (INCLUDING, WITHOUT LIMITATION, BODILY INJURY, PERSONAL INJURY, DEATH, DISABILITY AND PROPERTY DAMAGE, VIOLATION OF PROPRIETARY, PUBLICITY, PRIVACY OR ANY OTHER RIGHT), COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS FEES, COURT COSTS, SETTLEMENT AND DISBURSEMENTS) DIRECTLY OR INDIRECTLY ARISING OUT OF USE OF THE ENTRY IN WHOLE OR IN PART, THE ACCEPTANCE, POSSESSION, USE, MISDIRECTION, OR MISUSE OF A PRIZE OR ANY ELEMENT THEREOF, PARTICIPATION IN THE COMPETITION AND/OR PRIZE RELATED ACTIVITY, AND ACCESS/USE OF ALL WEBSITES WHETHER OR NOT CAUSED BY THE NEGLIGENCE OF ONE OR MORE OF THE RELEASED PARTIES.  
 
Entrants covenant not to sue any Released Party or cause them to be sued regarding any matter released above or otherwise in these Rules; and further covenant not to disaffirm, limit or rescind these releases to the fullest extent permitted by law. A waiver by one or more of the Released Parties of any term in these Official Rules does not constitute a waiver of any other provision.
 
In no event will the Released Parties be responsible or liable for any indirect, incidental, consequential or punitive damages arising out of this Competition, participation in Competition and/or prize related activities, the use or misuse of a prize or any element thereof, or access to, and use of any participating Website(s) or the downloading from and/or printing material downloaded from said site(s).  Without limiting the foregoing, everything on the Competition Site is provided "AS IS" without warranty of any kind, either express or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.  
 
Neither Sponsor nor its agencies are responsible for lost, late, misdirected, incomplete, unintelligible, illegible, stolen, returned, or undelivered entries, e-mail, or for lost, interrupted or unavailable satellite, network, server, Internet Service Provider (ISP), Website, or other connections availability, accessibility or traffic congestion, or miscommunications, or failed computer, network, telephone, satellite, cable hardware, software or lines, or technical failure, or jumbled, scrambled, delayed, or misdirected transmissions, or computer hardware or software malfunctions, failures or difficulties, incompatibility, or  errors of any kind whether human, mechanical, electronic or network, or the incorrect or inaccurate capture of entries, votes, or other information in whole or in part, nor for the failure to capture any such information.  In the event that technological, programming, printing, or any other events or errors, similar or dissimilar, cause more than the stated number of prizes in any category, as indicated in these rules, to be announced, communicated, printed, distributed, claimed or received (in any and all media/medium) for any prize Sponsor reserves the right, in its absolute discretion, to award only the stated number of prizes as stated herein in such category in accordance with the judging criteria stated herein amongst eligible, non-suspect claimants in that prize category. Persons who tamper with or abuse any aspect of the Competition or promotion related Site, as solely determined by the Sponsor, will be disqualified.  ANY ATTEMPT BY ANY PERSON TO DELIBERATELY DAMAGE THE WEBSITE, OR UNDERMINE THE LEGITIMATE OPERATION OF THE COMPETITION IS IN VIOLATION OF CRIMINAL AND CIVIL LAWS, AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING CRIMINAL PROSECUTION.  Sponsor is not responsible for injury or damage to entrants or to any other person's computer or mobile device related to or resulting from participating in this Competition or downloading materials from or use of any Site.  Should any portion of the Competition be, in Sponsor's sole opinion, compromised by virus, worms, bugs, non-authorized human intervention, technical failures or other causes which, in the sole opinion of the Sponsor, corrupt or impair the administration, security, fairness or proper participation, or submission of entries or votes in whole or in part, Sponsor reserves the right at its sole discretion to suspend, modify or terminate the Competition,  or any element thereof and select winner from eligible, non-suspect entries received prior to the action taken, or as otherwise deemed fair and appropriate by Sponsor.  Sponsor is not responsible for any incorrect or inaccurate information, whether caused by Site users, tampering, hacking, or by any equipment or programming associated with or utilized in the Competition, and assumes no responsibility for any error, interruption, deletion, defect, delay in operation, or transmission, communications line failure, theft or destruction to, or unauthorized use of the Site.  In the event of a dispute regarding entries received from multiple users having the same e-mail account, the authorized subscriber of the e-mail account used to participate at the time of entry will be deemed to be the entrant and must comply with these Rules.  Authorized account subscriber is the natural person who is assigned the e-mail address by the Internet Service Provider (ISP), on-line service provider, or other organization responsible for assigning e-mail addresses or phone numbers.  If there still remains a dispute, the entry will be deemed to be submitted by the primary individual associated with the account used at time of entry. In the event of any discrepancy, ambiguity, inconsistency, printing or any other error or miscommunication by any individual or in any advertising, Competition materials and/or any other information relating to this Competition, these Official Rules shall govern.  
 
FORCE MAJEURE: Sponsor shall not be liable to entrants, winners or any other person or entity for failure to execute the Competition or supply a prize, or any part thereof, by reason of any act of God, any action(s), regulation(s) order(s) or request(s) by any governmental or quasi-governmental entity (whether or not the action(s), regulation(s), order(s) or request(s) prove(s) to be invalid), equipment failure, terrorist act, cyber-attack, earthquake, war, fire, flood, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slow-down, civil disturbance, insurrection, riot, or any similar or dissimilar event beyond its reasonable control.
 
Sponsor reserves the right without prior notice to terminate, cancel, extend or modify the Competition and/or any element thereof by communication on the Website.
 
This platform has been specially designed for the independent food retailer (including franchisees) no matter their size. Corporate retailers / chain stores are not eligible to participate in this promotion. However, the event organizers have the right (but are under no obligation) to determine who or what constitutes a corporate retailer / chain store and their eligibility, in the event that it's deemed necessary. All decisions made by the event organizers will be final and non-negotiable. 
 
Winners are responsible for paying all income and other taxes associated with the prize, if any. Any prize awarded is not transferrable. The company reserves the right to change or cancel the promotion at any time. Void where prohibited by law.
 
FORUM AND RECOURSE TO JUDICIAL PROCEDURES: These Rules shall be governed by, subject to, and construed in accordance with the laws of the State of Colorado, United States of America, without regard to conflict of law rules. If any provision(s) of these Official Rules is/are held to be invalid or unenforceable, all remaining provisions hereof will remain in full force and effect. To the extent permitted by law, the rights to litigate, seek injunctive relief, or make any other recourse to judicial proceedings in case of disputes or claims resulting from or in connection with this Contest are hereby excluded, and all entrants expressly waive any and all such rights.
 
ARBITRATION: By entering the Contest, entrants (including all individuals and retailers), voting participants, and potential winners agree that exclusive jurisdiction for any and all disputes of whatsoever kind or nature arising out of or related in any way to the Contest, all participation therein and/or these Rules, shall be submitted to binding U.S. arbitration in the San Francisco, CA area, before one neutral arbitrator to be mutually agreed upon by both parties. The parties agree to share equally in the arbitration costs incurred. 
 

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