Terms and Conditions of Use

The following Terms and Conditions apply to and govern your use of Food Republic and any services offered through Food Republic, including forums, personal profile pages, commentary pages, blogs, RSS feeds, food and restaurant reviews and newsletters, among other offerings (the “Services”). Your use of Food Republic and its Services signifies your agreement to be bound by these Terms and Conditions. You also agree to use Food Republic and its Services in a manner consistent with all applicable laws and regulations and in accordance with the Terms and Conditions outlined below and otherwise set forth on Food Republic.

If you do not agree to these Terms and Conditions, you may not access or use FoodRepublic.com or the Services.

Please also review Food Republic’s Privacy Policy.

License to Use the Site

Food Republic grants you a limited, non-exclusive and non-transferable right to access, use and display Food Republic and the materials thereon, and use the Services, for your personal purposes only, provided that you comply fully with these Terms and Conditions. You shall not interfere or attempt to interfere with the operation of Food Republic or the Services in any way through any means or device, including but not limited to spamming, hacking, uploading computer viruses or time bombs, or by any other means.

Some areas of FoodRepublic.com (the “Site”) may require registration. By registering, accepting these Terms & Conditions, and uploading Communications (as defined below), you represent and warrant to Food Republic the following: (a) all of the information provided by you to Food Republic to enroll and participate in the Forums is correct and current; (b) you hold and will continue to hold the necessary rights, including but not limited to all copyrights, trademark rights and rights of publicity in the Submitted Content to enter into this Agreement and to grant the rights granted herein; (c) you are the creator of the Submitted Content you upload to the Site (or are specifically authorized to upload the Submitted Content by the copyright holder), and did not take any of its elements from a source such as another Web site, publication, recording, film, or video; (d) you have made any required payments to guilds, performing rights societies, or to any other body or group representing authors, composers, musicians, artists, and other participants in the production of the Submitted Content, or other entities having legal or contractual rights of any kind to payments as a result of distribution or exhibition of the Submitted Content; and (f) you have the legal right and authority to agree to, perform the acts required of you, and to grant the rights and licenses described in these Terms & Conditions.

Ownership Restrictions

Food Republic owns, controls, and licenses, or otherwise has the right to use and provide, FoodRepublic.com and all material thereon, including without limitation all text, images, articles, photographs, illustrations, audio and video clips contained therein (collectively, the “Site Material”). Food Republic is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions and other intellectual property laws. Food Republic is the owner of the copyright in and to FoodRepublic.com and the Services, and the selection, coordination, arrangement and enhancement of each of them. You agree to abide by any and all copyright notices, rules and restrictions displayed therein.

Except as provided in these Terms and Conditions, you may not use, modify, republish, frame, print, display, perform, reproduce, license, transfer, sell, assign, post, transmit, distribute, reverse-engineer, create derivative works from, or otherwise exploit any of the Site Material or any part of Food Republic without the prior written consent of Food Republic. You may download one (1) copy of Site Material for your personal use, provided that you maintain all copyright, attribution and other notices contained in such Site Material, including without limitation the trademarks and service marks of Food Republic and its affiliates or the copyright holder identified in the individual Site Material’s copyright notice. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. You are responsible for complying with all applicable laws, rules and regulations regarding your use of any such downloaded Site Material. In the event of any permitted copying, redistribution or publication of material from Food Republic, you may not make any changes in or deletions of author attributions, trademarks, legends or copyright notices.

Food Republic’s logos are trademarks and/or service marks of Food Republic and may not be used without the permission of Food Republic. All rights reserved. Any other marks appearing on Food Republic are the property of their respective owners and may not be used without permission.

Changes to These Terms and Conditions

Food Republic reserves the right to change, modify, add or remove any portion of these Terms and Conditions, in whole or in part, at any time, in its sole discretion. Changes to these Terms and Conditions will be effective when posted. Your continued use of Food Republic after any changes to these Terms and Conditions are posted will be considered acceptance of those changes. You acknowledge and agree that Food Republic will not be liable to you or any third party in the event that Food Republic exercises its right to modify or terminate your access to Food Republic or any of its content or Services.

Changes to Food Republic

Food Republic shall have the right for any reason, in its sole discretion, to terminate, change, suspend or discontinue any aspect of Food Republic, including but not limited to the Site Material, Services features, or hours of availability. Food Republic may also impose limits on certain features and Services or restrict your access without notice or liability. You acknowledge and agree that Food Republic will not be liable to you or any third party in the event that Food Republic exercises its right to modify or terminate access.

Acceptable Use

You and other visitors to Food Republic are invited to post appropriate and relevant information or commentary, including but not limited to, facts, advice, “tips” and opinions, in the forums available through Food Republic. You acknowledge that the posted information may be viewed by you and/or other users of Food Republic. By posting information, data, text, music, sound, photographs, graphics, video, messages or other materials (“Communications”) on or through Food Republic, you agree that you are solely responsible for such Communications and that you, and not Food Republic, are entirely responsible for the accuracy, completeness and ownership of all Communications that you upload, post, email or otherwise transmit.

By using Food Republic, you agree that you:

Will only use Food Republic and the Services for lawful purposes and in accordance with these Terms and Conditions and with any applicable Community guidelines;
Accept the terms of our Privacy Policy;
Agree to provide us with accurate information in connection with any registration through Food Republic and to take responsibility for the information you provide; and
Acknowledge that we may be unable to process and shall have no responsibility to process transactions the accuracy of which we cannot validate.

Without limiting the foregoing, you agree not to use Food Republic or any of the Services to:

Upload, post, email or otherwise transmit any Communication that is unlawful, harmful, threatening, embarrassing, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, deceptive, fraudulent, invasive of another’s privacy, hateful, or sexually explicit;
“Stalk” another person;
Upload, post, email or otherwise transmit any Communication that victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, national origin, ethnicity, age, socioeconomic status or disability;
Harm minors in any way;
Impersonate any person or entity, including but not limited to a Food Republic official, employee, forum leader, moderator, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Communication transmitted on, to or through our Site or any Services;
Upload, post, email or otherwise transmit any Communication that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, including but not limited to proprietary or confidential information learned or disclosed as part of employment relationships or otherwise barred from disclosure pursuant to the terms of a confidentiality agreement);
Upload, post, email or otherwise transmit any Communication that infringes any patent, trademark, trade secret, copyright or other rights of any party;
Upload, post, email or otherwise transmit, under any circumstances: (a) “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or (b) any other form of solicitation, except in those areas that have been expressly designated for such purpose;
Upload, post, email or otherwise transmit any material that contains software viruses or any computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or any other similarly destructive activity;
Disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of Food Republic are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges;
Interfere with or disrupt any of Food Republic or servers or networks connected to Food Republic, or disobey any requirements, procedures, policies or regulations of networks related to any Service; or
Violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any other regulations having the force of law.

You also agree that you will not harvest, collect or store information about the users of Food Republic or communications posted by others on Food Republic or use such information for any purpose, including without limitation, for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic mail or communications.

You acknowledge and agree that Food Republic may preserve Communications and may also disclose Communications if authorized by you, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms and Conditions and/or the Privacy Policy; (c) respond to claims that any Communication violates the rights of any third party; and/or (d) protect the rights, property, or personal safety of Food Republic, its users and/or the public.

You understand that the technical processing and transmission of Food Republic, including the display of Communications, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Food Republic assumes no responsibility for the deletion or failure to store postings or other information submitted by you or other users to Food Republic.

Any Communication on any area of Food Republic may be purged periodically by Food Republic, for any reason or no reason. You acknowledge and agree that whenever you view or post a Communication on Food Republic, you do so at your own discretion and accept any and all related risk, including the risk of reliance on the accuracy, completeness, or usefulness of any such Communication. You are consequently cautioned not to rely on any Site material or other content appearing on Food Republic, and you acknowledge that you should not do so. You further acknowledge and agree that the views expressed by you and other users do not necessarily reflect the views of Food Republic, and that Food Republic does not support or endorse any content or views posted by you or any user.

Monitoring, Editing and Disclosure of Communications

You agree that Food Republic has the right, but not the obligation, to monitor Communications posted by you or others at any time in its sole discretion, and for its own purposes (including its efforts, to assure compliance with these Terms and Conditions and any other operating rules that Food Republic may establish from time to time). Notwithstanding this right, Food Republic does not and cannot review all Communications, and Food Republic is not responsible for any Communications. Food Republic reserves the right at all times to edit, disclose, refuse to post, request removal of, or remove any Communication as may be necessary to comply with any law, regulation or government or agency request, or if, in Food Republic’s sole discretion, such Communication is in violation of these Terms and Conditions or is otherwise objectionable.

You understand that the comments of others displayed in connection with your Communications may be disparaging, defamatory, embarrassing, or otherwise be of an unfavorable nature and may expose you to public ridicule, humiliation or condemnation. Food Republic expressly disclaims any liability for any the Communications of third parties. You acknowledge and agree that Food Republic shall have the right (a) to include any third-party Communications in Food Republic’s content and in any and all forms of advertising, promotion, and publicity for Food Republic, and (b) to broadcast and otherwise exploit your Communications, either together with or without comments by third parties, in any manner and in any media, whether now existing or hereafter developed.

Food Republic’s Rights in Materials Provided by Users

Food Republic welcomes your comments. However, any and all Communications provided by you to us may be included in a database owned by Food Republic and its subsidiaries and affiliates, and in which we possess all rights and interest, including but not limited to, a compilation copyright. We reserve the right to use any Communication you provide to us, or any information or materials contained therein or that we otherwise obtain through your use of Food Republic, in any manner and to the fullest extent permitted by law.

By using Food Republic, you grant to Food Republic a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free license to use (including use for promotional and advertising purposes), copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit any Communications that you post, and any ideas or original materials contained in such communications, in all media now known or hereafter developed. This grant shall include the right to exploit any and all proprietary rights in such Communications, including without limitation any and all rights under the copyright, trademark, service mark or patent laws of any relevant jurisdiction. You waive all rights you may have to inspect and/or approve of any use by Food Republic of any material or idea submitted by you in any Communication, or to receive any compensation for such use. You waive all right to assert any claim against Food Republic for any alleged or actual infringement of any proprietary right, right of privacy or publicity, moral rights, or right of attribution in connection with such Communications. You agree and understand that Food Republic has no obligation to use any material or ideas submitted by you in any Communication in any way whatsoever.

No Responsibility for Transmitted Material

You acknowledge that transmissions to and from Food Republic are not confidential, and to that extent your Communications may be read or intercepted by others. You acknowledge that by submitting any Communication to Food Republic, no confidential, fiduciary, contractually implied or other relationship is created between you and Food Republic or any Food Republic affiliate or subsidiary, other than pursuant to these Terms and Conditions. Food Republic shall not be responsible for the payment of any amounts to any party in connection with Food Republic’s use of Communications submitted by you.

Copyright Complaints

Food Republic respects the intellectual property of others, and we ask our users to do the same. Food Republic may, in appropriate circumstances and at its unfettered discretion, terminate the access of users, subscribers and account holders who infringe the intellectual property rights of others.

If you believe that your work has been copied and made accessible on Food Republic or any of the Services in a way that constitutes copyright infringement, or that Food Republic contains links or other references to another online location that contains material or activity that infringes your copyright rights, you may notify Food Republic by providing the information required under the Online Copyright Infringement Liability Limitation Act (a section of the Digital Millennium Copyright Act, the “DMCA”), 17 U.S.C. Section 512, to Food Republic’s copyright agent, the Site Administrator. Click here to contact the Site Administrator.

To file a notice of infringement, you must provide a written notice that includes each of the following items:

— Detailed identification of the copyrighted work that you believe has been infringed;

— Detailed identification of the material you claim infringes this copyrighted work;

— Information reasonably sufficient to permit Food Republic to contact you (e-mail address is preferred);

— The statement: “I have a good faith belief that use of the copyrighted materials described above on the allegedly infringing web pages is not authorized by the copyright owner, its agent, or the law. I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed”; and

— Your signature (an electronic signature is sufficient).

If we receive a notice of infringement from you, we will contact the allegedly infringing user and give that user an opportunity to respond to your notice, pursuant to the requirements of the DMCA.

Indemnification

You shall indemnify, defend and hold harmless Food Republic, its affiliates, and all of their respective officers, directors, owners, agents, employees, Site Material providers, licensors and licensees (collectively, the “Indemnified Parties”) from and against any and all losses, damages, liabilities, and claims and all fees, costs, expenses, of any kind related thereto (including, without limitation, reasonable attorneys’ fees) incurred by the Indemnified Parties in connection with any claim arising out of, based upon or resulting from your use of Food Republic or its Services, including but not limited to any Communications attributable to you. Food Republic reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any matter without the written consent of Food Republic.

Links to Other Web Sites

Food Republic may contain links to third party sites and resources (the “Linked Sites”). Unless otherwise noted, links to and from any Linked Site do not constitute an endorsement by or association with Food Republic or any of its subsidiaries and affiliates of any third party resources or their contents. Links do not imply that Food Republic or Food Republic’s sponsors are affiliated or associated with, or are legally authorized to use, any trademark, trade name or logo displayed in or accessible through the links, or that any Linked Sites are authorized to use any trademark, trade name, logo or copyright symbol of Food Republic or any of its affiliates. You should direct any concerns regarding any Linked Site to such Linked Site’s site administrator or webmaster. Food Republic does not represent or endorse the accuracy or reliability of, and expressly disclaims, any advice, opinion, statement, or other information displayed or distributed through any Linked Site. You acknowledge that any reliance upon any opinion, advice, or information displayed on or otherwise available through any Linked Site shall be at your sole risk.

Disclaimer of Warranties and Damages; Limitation of Liability

FOOD REPUBLIC, INCLUDING ALL SERVICES, CONTENT, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH FOOD REPUBLIC, IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED), INCLUDING WITHOUT LIMITATION WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FOOD REPUBLIC DOES NOT WARRANT THAT FOOD REPUBLIC OR ANY OF ITS SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED. FOOD REPUBLIC DOES NOT WARRANT OR REPRESENT THE ACCURACY OR RELIABILITY OF FOODREPUBLIC.COM OR THE CONTENT THEREOF, THE SERVICES USED ON OR ACCESSED THROUGH FOODREPUBLIC.COM OR ANY OTHER PRODUCTS OR SERVICES, HYPERTEXT LINKS TO THIRD-PARTY WEB SITES.

FOOD REPUBLIC SHALL NOT BE LIABLE FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH FOOD REPUBLIC OR ANY LINKED SITE, INCLUDING BUT NOT LIMITED TO SESSION ID DATA, OR FOR ANY OTHER REASON ARISING FROM THE USE OF FOOD REPUBLIC OR ITS SERVICES, UNDER ANY DIRECT OR INDIRECT CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO FOOD REPUBLIC’S NEGLIGENCE. IF YOU ARE DISSATISFIED WITH FOOD REPUBLIC OR ANY OF THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE USING FOOD REPUBLIC AND/OR THE SERVICES.

CERTAIN CONTENT MAY BE CONSIDERED OBJECTIONABLE OR INAPPROPRIATE BY INDIVIDUAL USERS. THEREFORE, EACH USER MUST EXERCISE HIS OR HER DISCRETION IN USING AND ALLOWING MINORS OR OTHERS TO USE FOOD REPUBLIC.

UNDER NO CIRCUMSTANCES SHALL FOOD REPUBLIC OR ITS SUBSIDIARIES, AFFILIATES, ADVERTISERS OR CONTENT PROVIDERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, FOOD REPUBLIC’S CONTENT, MATERIALS AND FUNCTIONS, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, EVEN IF THE CLAIMANT ENTITY OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (NOTE, HOWEVER, THAYT SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION MAY NOT APPLY TO YOU.)

You agree that any claim or cause of action arising out of your use of Food Republic or any Services must be filed within one year after such claim or cause of action arose, or it shall forever be barred, notwithstanding any statute of limitations or other law to the contrary.

Passwords

To use certain features of Food Republic, you may need a username and password, in which event will be created through a registration process. You will be responsible for maintaining the confidentiality of any such password and account, and responsible for all activities that occur under your password and account. You agree to notify us immediately of any unauthorized use of such password or account, or any other breach of security, and to make sure that you exit from your account at the end of each online session. Food Republic cannot and will not be liable for any loss or damage arising from your failure to protect any password or account information.

Notice to Users Outside the United States and Canada

Food Republic makes no representation that Food Republic or the Services are appropriate or available for use in locations other than the United States and Canada, and the European Community. Those who choose to access Food Republic from locations outside of the U.S., Canada or the European Community do so upon their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

General Provisions

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws provisions. The sole and exclusive jurisdiction for any action or proceeding arising out of or related to these Terms and Conditions, or the use of Food Republic or any its Services, shall be an appropriate State or Federal court located in New York County in the State of New York, and you hereby irrevocably consent to the jurisdiction of such courts. If for any reason a court of competent jurisdiction finds any provision of these Terms and Conditions, or portion thereof, to be unenforceable, such provision shall be enforced to the maximum extent permissible so as to give effect to the intent of these Terms and Conditions, and the remainder of these Terms and Conditions shall continue in full force and effect. The section headings used herein are for convenience only and shall not be accorded any legal significance.

Acknowledgement

You acknowledge (a) that you have read and understood these Terms and Conditions; and (b) that these Terms and Conditions have the same force and effect as a signed agreement.

Contacting Food Republic

If you have any questions regarding these Terms and Conditions and/or our Sites in general, please feel free to contact us at:

Food Republic
876 6th Avenue
19th Floor
New York NY 10001
Click here to contact us electronically

These Terms and Conditions are effective as of March 1, 2011