VISITOR AGREEMENT – TANDOOR CHAR HOUSE
Effective Date: January 26, 2024
Additional terms may apply to certain portions of a Service, including third-party platforms integrated with the Service to provide functionality such as online ordering. Such additional terms are posted in the applicable portion of the Service. If you access any such portions of the Service, you are bound by both those other terms and these Terms, with these Terms controlling in the event of any conflict between these Terms and those terms.
1. Binding Agreement
This Agreement constitutes a legally binding agreement between you and us. If you use the Services, you agree to be bound by these Terms. You acknowledge that your agreement to these Terms is supported by valuable consideration, including your ability to use the Services.
We expressly reserve the right to make any changes that we deem appropriate from time to time to the Service or to any information, text, data, databases, graphics, images, sound recordings, audio and visual clips, logos, software, opportunities, features, services, and other materials within the Service (all such materials, and any compilation, collection, or arrangement thereof, the “Content”).
2. DISPUTE RESOLUTION
These Terms will be construed and enforced in accordance with the Federal Arbitration Act, and to the extent state law applies, the laws of the State of Illinois without giving effect to any principles of conflicts of law. The following arbitration agreement, class action waiver, jury trial waiver, and limitations period shall govern any disputes between you and us.
A. ARBITRATION AGREEMENT
You agree that any and all claims, controversies or disputes of any kind (whether in contract, tort, or otherwise) you may have against Tandoor, its subsidiaries, affiliates, agents, representatives, and agencies and their officers, directors, managers, and employees (each a “Tandoor Party” and together “Tandoor Parties”), including any and all claims, controversies or disputes arising out of or relating in any way to these Terms, the Services or you or your Company’s use of it, or your relationship with Tandoor and any Tandoor Parties, and including any dispute regarding these Terms or the enforceability, validity, legality, scope or applicability of this agreement to arbitrate, including arbitrability (each, a “Dispute”), will be resolved in accordance with the provisions set forth in the following paragraphs. This Arbitration Agreement is intended to be interpreted as broadly as possible, consistent with governing law, and to survive after your relationship with the Service, Tandoor or any Tandoor Party ends.
Please read this paragraph carefully. It affects your rights and will have a substantial impact on how a Dispute is resolved. You agree that whenever you have a Dispute, you will send a written notice to Tandoor (a “Demand”) describing the Dispute. You must send the Demand to the following address (the “Notice Address”): [2711 N. Halsted Street, STE 1, Chicago, IL 60614]. You agree that you will not take any legal action, including filing a lawsuit or instituting arbitration, until 30 business days after you send a Demand, except that, notwithstanding this provision and the provisions below, you may seek relief in small claims court for disputes or claims within the scope of its jurisdiction. Tandoor and any Tandoor Parties agree to toll the limitations period, if any, from the date the Demand is sent until the Date the Demand is resolved.
If the disagreement stated in the Demand is not resolved to your satisfaction within such 30 business days, the Dispute:
(1) will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (the “AAA”) and conducted before a sole arbitrator in accordance with the AAA Consumer Arbitration Rules (as may be amended; see www.adr.org for current rules) and as modified by the agreement to arbitrate in this paragraph;
(2) this Arbitration Agreement shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16;
(3) the arbitration shall be held in Chicago, Illinois, but may proceed telephonically, by video, or in another location if Chicago is not reasonably accessible, if both parties agree, or if the arbitrator otherwise deems it necessary;
(4) the arbitrator’s decision shall be controlled by these Terms (including this Arbitration Agreement) and any of the other agreements referenced herein that the parties may have entered into;
(5) the arbitrator shall apply Illinois law, without regard to its choice of law or conflict of law rules or principles that would result in applying the law of any other jurisdiction, consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law;
(6) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration can decide only your and/or the applicable Tandoor Parties’ individual claims; the arbitrator may not consolidate or join the claims of multiple persons or parties who may be similarly situated against the applicable Tandoor Parties; Notwithstanding any other provision of these Terms, any dispute over the enforceability of this subparagraph (6) shall be resolved by a Court.
(7) in the event that the fees and deposits required to initiate arbitration against Tandoor or any Tandoor Party exceed $250, and you demonstrate to the applicable Tandoor Party’s satisfaction in its reasonable discretion that you are unable (or not required under the rules of AAA) to pay any fees and deposits that exceed this amount, the applicable Tandoor Party agrees to forward them on your behalf, subject to being reimbursed in whole or in part, as permitted, based on an ultimate allocation by the arbitrator. In addition, if you are able to demonstrate to the applicable Tandoor Party’s satisfaction in its reasonable discretion that the costs of individual arbitration will be prohibitive as compared to the costs of individual litigation, the applicable Tandoor Party will pay as much of those costs (but not attorney or other representation fees) in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.
(8) with the exception of subparagraph (6) above, if any part of this Arbitration Agreement is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the rules of AAA, then the balance of this Arbitration Agreement shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subparagraph (6) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor the affected Tandoor Party shall be entitled to arbitrate their dispute. If the parties agree the AAA is unable to conduct the arbitration, you may file your case with another national arbitration company agreed upon by both parties.
(9) If 10 or more claimants submit Disputes or seek to file arbitrations raising similar claims and are represented by the same or coordinated counsel (whether such cases are pursued simultaneously or not) (each such claim, a “Coordinated Claim”), those Coordinated Claims must be resolved in staged proceedings. You agree to this process even though it may delay the arbitration of your claim.
In the first stage, Coordinated Claimants’ counsel and the applicable Tandoor Party will each select an equal number of Coordinated Claims (up to the lesser of one-half of the similar claims each or 10 cases each (20 cases total)) to proceed in arbitration and resolved individually by different arbitrators. In the meantime, no other Coordinated Claims, cases, or Disputes involving the same or similar subject matter may proceed in arbitration, and the AAA must not assess or demand payment of fees for the remaining Coordinated Claims or administer or accept them. If the AAA nonetheless assesses or demands payments of fees for the remaining Coordinated Claims, any such Claimants agree to dismiss their arbitration demands without prejudice, with the statute of limitations being tolled from the date of the dismissal.
The arbitrators are encouraged to resolve the subset of selected cases within 120 days of appointment or as swiftly as possible thereafter, consistent with fairness to the parties. After the first stage is completed, the parties must engage in a single mediation of all remaining Coordinated Claims, and the applicable Tandoor Party will pay the mediation fee. If the parties cannot agree how to resolve any of the remaining Coordinated Claims after mediation, the parties will repeat the process of selecting and filing up to 20 Coordinated Claims to be resolved individually by different arbitrators, followed by mediation.
If any Coordinated Claims remain after the second stage, the process will be repeated until all Coordinated Claims are resolved, with four differences. First, a total of 50 cases may be filed in the third and later stages. Second, the cases will be randomly selected. Third, arbitrators who decided cases in the first two stages may be appointed in later stages if different arbitrators are not available. Fourth, mediation is optional at the election of counsel for the Coordinated Claimants.
Between stages, counsel will meet and confer regarding ways to improve the efficiency of the staged proceedings, including whether to increase the number of cases filed in each stage. Either party may also negotiate with the AAA regarding the amount or timing of AAA fees.
This Section concerning arbitration of Coordinated Claims and each of its requirements are intended to be severable from the rest of this Arbitration Agreement. If the provisions relating to the staging process are severed, then the claims may be filed in individual arbitration pursuant to this Arbitration Agreement except that the payment of AAA Fees will be assessed as the arbitrations advance and arbitrators are appointed rather than when arbitrations are initiated.
(10) If you do not wish to be subject to this Arbitration Agreement, you may opt out of the Arbitration Agreement. To do so, within 30 days of the date that this Arbitration Agreement is accepted by you, you must send a written notice to the Notice Address stating your intent to opt out of this Arbitration Agreement, as well as your name, address, and the email associated with your account. If you do not opt out of this Arbitration Agreement within the 30-day period, you and the applicable Tandoor Parties shall be bound by the terms of this Arbitration Agreement.
B. CLASS ACTION WAIVER
Separate and apart from the Arbitration Agreement set forth above and to the maximum extent permitted by law, you hereby independently waive any right to bring or participate in any class action, class arbitration, private attorney general action, or other representative action, however denominated, in any way related to any Dispute.
YOU UNDERSTAND THAT BY AGREEING TO THIS CLASS ACTION WAIVER, YOU MAY ONLY BRING CLAIMS AGAINST TANDOOR OR ANY TANDOOR PARTY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, CLASS ARBITRATION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING.
C. JURY TRIAL WAIVER
YOU HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT TO A JURY TRIAL IN ANY ACTIONS, SUITS, OR PROCEEDINGS ARISING OUT OF OR RELATING TO THESE TERMS.
D. LIMITATIONS PERIOD
BY USING THIS SERVICE, YOU WAIVE ANY AND ALL RIGHTS TO BRING ANY ARBITRATION, CLAIM OR ACTION AGAINST TANDOOR OR ANY TANDOOR PARTY IN ANY FORUM MORE THAN ONE (1) YEAR AFTER THE FIRST OCCURRENCE OF THE ACT, EVENT, CONDITION, OCCURRENCE, OR OMISSION UPON WHICH THE CLAIM OR ACTION IS BASED, UNLESS TANDOOR OR THE APPLICABLE TANDOOR PARTY AGREES OTHERWISE, OR UNLESS A LONGER PERIOD IS REQUIRED BY LAW.
3. Our Provision Of The Services
We allow access to the Services only as the Services may exist and be available from time to time. We have no obligations with respect to the Services, except as expressly stated in these Terms. Without limitation, we may make any changes that we deem appropriate from time to time to the Service or to any information, text, data, images, graphics, audio and video recordings, features, services and other materials within the Service (all such materials, and any compilation, collection, or arrangement thereof, the “Content”). We may establish or from time to time modify our practices and policies concerning the use of the Services, with or without notice. We also may modify, discontinue or refuse access to the Services, in whole or in part, at any time and remove any Content available through the Services, with or without notice.
4. Your Use Of The Services
You are permitted to use the Services only if you are at least 18 years of age, or if you are under 18 years of age but are at least 13 years old (a “Minor”), you are using the Services with the consent of your parent or legal guardian and your parent or legal guardian agrees to these Terms. By using the Services, you represent that you meet these conditions. If you are the parent or legal guardian of a Minor using the Services, you agree that the Minor is bound by these Terms and agree to indemnify and hold harmless Tandoor and any Tandoor Parties if the Minor breaches any of these Terms. If you are not at least 13 years old, you may not use the Services at any time in any manner or submit any information to Tandoor or any Tandoor Parties.
You agree to use the Services only for your own personal, noncommercial purposes and only in accordance with applicable law (or, if accessing the Service on behalf of a Company, only your Company’s own internal use). You agree not to do, or assist or encourage anyone else to do, any of the following with or through the Services:
(1) Impersonate any other person;
(2) Post or activate any viruses, worms or other potentially damaging computer programs or files;
(3) Transmit any information that is false, misleading, defamatory, obscene, indecent, threatening, harassing, harmful or that could constitute an incitement to unlawful conduct, give rise to liability or violate any applicable law;
(4) Transmit any material that infringes or otherwise violates any right of a third party (including a copyright, patent, trade secret, trademark or other intellectual property right) or that you otherwise do not have a right to make available under any law or contractual or fiduciary relationship;
(5) Overburden, interfere with, place an unreasonable load on, damage, or otherwise interfere with the proper working of the Services;
(6) Attempt to gain unauthorized access to the Services;
(7) Engage in unauthorized spidering, “scraping,” data mining or harvesting of information available through the Services, or use any other unauthorized automated means to gather information from or about the Services;
(8) Reproduce, redistribute, duplicate, display, copy, sell, resell, or exploit for any commercial purpose any portion of the Service or the Content or any access to or use of the Service or the Content, except as expressly authorized by us in writing;
(9) Disassemble, decompile or otherwise reverse engineer any software used to provide the Services;
(10) Remove or modify any copyright notice, trademark notice or other notice placed on or contained within any Content on the Services; or
(11) “Frame” or otherwise alter, redistribute or simulate the appearance or function of the Services or make the Services available by means of in-line links.
You represent and agree that all information that you provide to us in connection with your access to and use of the Service is true, accurate, and complete to the best of your knowledge and belief.
You are responsible for maintaining the confidentiality of any information about you, including any username and any password used in connection with your use of the Service, and must not permit use of your account by anyone else.
You accept responsibility for all activities, charges, and damages that occur under your account, including unauthorized use of your account. If you have reason to believe that someone else is using your account, you should contact us immediately. Tandoor Parties will not be liable for any loss or damage arising from the unauthorized use of your username, password, or account.
We reserve the right, in our sole discretion, to terminate your access to all or part of the Services, without notice or liability, for any reason, including (a) the unauthorized use of any username or password; or (b) the breach of any agreement between you and us, including these Terms. Following any such termination of access, you will continue to be bound to these Terms to the fullest extent of the law.
Upon being notified that your access is terminated, you must destroy any materials you have obtained from the Services. You may not access the Services after your access is terminated without our written approval. After terminating your access, we retain all rights, including all intellectual property rights, proprietary rights, and licenses retained in these Terms, and the limitations upon your use and treatment of Content will remain in full force.
You must not use the Services while driving or controlling a vehicle that is not parked.
You bear all risks associated with the use of the Services and any information available on or through the Services.
We have the right, but not the obligation, to monitor your use of the Services to determine compliance with these Terms. You authorize us to provide information concerning you and your use of the Services to enforce our rights under these Terms, comply with applicable law or respond to a court order, subpoena, or other governmental request, or if we believe that doing so would protect your safety or that of another person or protect the security of the Services.
We provide the Service from within the United States of America and it is intended for use only by residents of the United States and Canada. Tandoor and any Tandoor Parties make no representations or warranties that the Content or the Service is appropriate or lawful in any other countries, or that any items offered for sale or download through links on the Services will be available outside the United States or Canada. We make no representation that the Service or Content is appropriate or available for use in locations other than the United States. If you choose to access this Service from locations other than in the United States, you do so at your own initiative, at your own risk, and are responsible for complying with applicable local laws, if and to the extent local laws are applicable. You may not use or export or re-export any content downloaded from the Service or any copy or adaptation of such content, in violation of any applicable laws or regulations, including United States export laws and regulations.
You must provide and are responsible for all equipment and software necessary for you to access the Services.
5. Online Transactions
This Section states additional terms that apply if you use the Services to make reservations, order food, beverages or gift cards, or complete other online transactions (“Orders”). If the Services link to a third-party platform for the placement or processing of Orders, further terms posted there may apply as well. Ordering from Tandoor is available at participating restaurant locations, and products are subject to availability at the restaurant location.
Items available through the Services may differ from those available in our restaurants. We try to be accurate when we describe and depict items on the Services. However, images and descriptions are only approximate and are subject to change and availability. We also cannot guarantee that images we provide will be displayed properly on your device, or that our product descriptions and images will always be complete, reliable, current and error-free. If you order an item through one of our Services that you believe is not as described or depicted, please let us know promptly so we can address the situation.
When you order an item, the price will be stated in U.S. dollars. You agree to pay the price that is stated in your Order, as well as any applicable taxes. The specific terms of any discounts or other promotions are stated at the time they are offered. Promotions cannot be combined unless we specifically state otherwise. Eligibility for any promotions is determined at the time of your Order.
We reserve the right to reject or cancel any Order, in whole or in part, at any time. If we do, we will attempt to notify you using the contact information provided in connection with your Order.
We accept only the payment methods indicated on the Services. When you provide payment information, you represent that the information is accurate and that you are authorized to use the payment method provided. If your payment method has expired or we are otherwise unable to obtain payment when we try to charge your payment method, you remain responsible for payment, and for all costs we incur in collecting any unpaid amounts.
[Gift certificates purchased through the Services will be considered to have been purchased in and issued from the State of Illinois. Title and the risk of loss to gift certificates passes to the purchaser upon our transmission to the recipient.]
6. Services Content
We are not responsible if information we make available on the Services is not accurate, complete or current. The information on the Services is provided for general informational purposes only. We reserve the right to modify the Content of the Services at any time, but we have no obligation to update any information on the Services.
7. Rights To Content
The design and layout of the Services, all Content available on the Services, and the software used to power the Services are proprietary to us or our licensors and may be protected by copyright, trademark and other laws. Tandoor Char House and the Tandoor Char House logo are our trademarks. You acknowledge and agree that the Content constitutes valuable intellectual property that is protected by applicable laws of the United States and other countries, and that you acquire no ownership interest by accessing or using the Service or the Content. The names of any other companies, products or services referenced herein may be the trademarks of their respective owners.
The Services also contain graphic images, buttons and text that are the exclusive property of Tandoor and, except for personal use, may not be copied, distributed or transmitted in any form or by any mean, electronic, mechanical, photocopying, recording or otherwise, without prior permission. The content, arrangement and layout of the Site, including but not limited to, the trademarks, service marks, package designs, text, and content, are proprietary and are protected from copying, imitation, communication or simulation under domestic and international laws and are not to be reproduced, communicated, displayed, distributed, or transmitted without our prior written permission.
Our trademarks can only be used for purposes of linking to the Services with our express written permission. If we give such permission, you must use the relevant trademark only in its original, unmodified form in a manner consistent with our style guidelines. All use of our trademarks will inure to our benefit. By linking to the Services, you agree that you will not misrepresent your relationship with us or present false or misleading information about us. No links to the Services may be used in a manner that implies or suggests that Tandoor or any Tandoor Parties approve or endorse you, your website, or your goods or services. No link may appear on any page on your service or within any context containing content or materials that may be interpreted as libelous, obscene, or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third-party rights.
We reserve the right, at any time and in our sole discretion, to request that you remove from your service our trademarks and any or all links to the Services. Upon our request, you agree to immediately remove all such trademarks and links.
You are granted no rights with respect to the Services by virtue of these Terms or your access to the Services except for a limited license to view the content of the Services as displayed in the ordinary operation of the Services using ordinary internet browser functionality for your own personal, noncommercial purposes, and to use ordinary internet browser functionality to download or print a reasonable number of copies of reasonable portions of such content for such purposes; provided that you keep intact any copyright and other proprietary notices and make no modifications to such content. Any high-volume or automated extraction of content from the Services is prohibited. This license grants no other rights to reproduce, modify, create derivative works of, distribute, republish, transfer, sell, display, frame, perform, broadcast, mirror or otherwise transmit any content of the Services without our prior written permission. You agree not to engage in any such conduct except as we may authorize in a separate written agreement.
8. Communications With You
By making a Submission, you represent that you have all requisite rights to, and are authorized to disclose, all of the information contained in the Submission. You are fully responsible for any Submission you make and for the legality, reliability, appropriateness, and originality thereof.
We take such commercially reasonable measures as it deems appropriate to secure and protect information transmitted to and from the Service. Nevertheless, we cannot and do not guarantee that any such transmissions are or will be totally secure.
The Services contain many of the valuable trademarks owned and used by us to distinguish our quality products and services. These trademarks are protected from use and simulation under national and international laws and are not to be reproduced or used without our prior written permission. The Services many also contain references to other company, brand and product names. These company, brand and product names are used for identification purposes only and may be the trademarks of their respective owners.
The Service may include hyperlinks to other services that are not maintained by Tandoor or any Tandoor Parties. We are not responsible for the content of such external services, and we make no representations whatsoever concerning the content or accuracy of, opinions expressed in, or other links provided by such services. The inclusion of any hyperlink to external services does not imply endorsement by Tandoor or any Tandoor Party of those services or any products or services referred to therein. Hyperlinks to other services that are provided on the Service are not intended to imply that: (a) we are affiliated or associated with any external service; or (b) any linked service is authorized to use any of our trademarks, trade names, logos, or copyrights.
The terms of service and privacy policies applicable to external services may be different from those applicable to our Services. If you decide to access any external service through a link within our Service, you do so entirely at your own risk, and Tandoor and any Tandoor Parties will have no liability for any loss or damage arising from your access or use of any external service. Since Tandoor and any Tandoor Parties are not responsible for the availability of these services, or their contents, you should direct any concerns regarding an external service to the administrator of that service.
You agree that you will bring no suit or claim against Tandoor or any Tandoor Party arising from or based upon any such use of external services, and that we will have no liability for such services or for any content appearing on such services.
Images of the Tandoor logo can only be used for purposes of linking to a Service and can only be made with our express written permission. If we give such permission, you must use the Tandoor logo only in its original, unmodified form in a manner with our style guidelines. All use of the Tandoor logo will inure to our benefit. By linking to the Service, you agree that you will not misrepresent your relationship with us or present false or misleading information about us. No hyperlinks to the Service may be used in a manner that implies or suggests that a Tandoor Party approves or endorses you, your website, or your goods or services. No hyperlink may appear on any page on your service or within any context containing content or materials that may be interpreted as libelous, obscene, or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third-party rights.
We reserve the right, at any time and in our sole discretion, to request that you remove from your service all hyperlinks or any particular hyperlink to the Service. We may at any time, in our sole discretion, with or without cause, withdraw the permission granted herein to use the Tandoor logo and your right to link to any pages on the Service. Upon our request, you agree to immediately remove all hyperlinks to the Service and to cease using the Tandoor logo for linking purposes. Thereafter, your posting of any future hyperlinks to the Service will require our express written permission.
YOU UNDERSTAND AND AGREE THAT WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES OR THEIR CONTENT, WHICH ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, COMPLETENESS, FREEDOM FROM VIRUSES AND OTHER HARMFUL CODE, SECURITY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, ANY SERVICES TO WHICH THEY ARE LINKED AND ANY PRODUCTS OR SERVICES SOLD THROUGH OR RECOMMENDED BY THE SERVICES, AND THE USE OR THE RESULTS OF THE USE OF ANY CONTENT OBTAINED THROUGH THE SERVICES.
13. LIMITATION OF LIABILITY
YOU UNDERSTAND AND AGREE THAT TANDOOR AND ANY TANDOOR PARTIES SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES OR ANY OTHER INJURY, DAMAGE OR LOSS TO YOU, YOUR COMPUTER OR SOFTWARE, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE OR OTHER CAUSE OF ACTION, OR FOR ANY CLAIM MADE AGAINST YOU BY ANY OTHER PARTY, WHETHER ARISING FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAILS, ERRORS, DEFECTS, VIRUSES OR OTHER MALICIOUS CODE, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, EVEN IF TANDOOR PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IF TANDOOR OR ANY TANDOOR PARTY IS FOUND LIABLE TO YOU OR TO ANY THIRD PARTY AS A RESULT OF ANY CLAIMS OR OTHER MATTERS ARISING UNDER OR IN CONNECTION WITH THESE TERMS, THE SERVICES, ORDERS, OR YOUR USE OF OR ACCESS TO THE SERVICES, THE MAXIMUM LIABILITY FOR ALL SUCH CLAIMS AND OTHER MATTERS SHALL NOT EXCEED $100 IN ANY CALENDAR YEAR, OR THE PRICE OF THE ITEMS PURCHASED DIRECTLY THROUGH THE SERVICES, WHICHEVER IS GREATER.
TO THE EXTENT GOVERNING STATE LAW DISALLOWS THE LIMITATION OR EXCLUSION OF LIABILITY STATED IN THE PRIOR PARAGRAPH, THE LIABILITY OF TANDOOR PARTIES WILL BE LIMITED IN ACCORDANCE WITH THESE TERMS TO THE MAXIMUM EXTENT PERMITTED BY GOVERNING STATE LAW.
UNDER NO CIRCUMSTANCES SHALL TANDOOR PARTIES BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM AN ACT OF FORCE MAJEURE OR CAUSES BEYOND THEIR REASONABLE CONTROL.
You agree to defend, indemnify and hold harmless Tandoor and any Tandoor Parties from and against any and all claims, damages, losses, liabilities, expenses and costs, including reasonable attorneys’ fees and court costs, relating to or resulting from your use of the Services or any violation of these Terms by you. You agree to use your best efforts to cooperate with Tandoor Parties in the defense of any such claim. Notwithstanding the foregoing, we reserve the right, at our own expense, to employ separate counsel and/or assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
15. Copyright Infringement
We respect the intellectual property rights of others. Accordingly, we have adopted a policy for the termination in appropriate circumstances of subscribers and account holders of the Services who are repeat infringers. If you believe that content on a Service infringes your copyright, you may send us a notification pursuant to Section 512 of the Copyright Act (17 U.S.C. § 512) to our designated agent as follows:
Except as provided in Section 2 regarding dispute resolution, if any provision of these Terms shall be deemed unlawful, void or unenforceable, then that provision shall be deemed severable from the remaining provisions of these Terms and shall not affect the validity and enforceability of the remaining provisions. The Section titles in these Terms are for convenience only and have no legal or contractual effect. We may freely assign or delegate our rights and obligations under these Terms. We may also substitute for us, by way of unilateral novation, any third party that assumes our rights and obligations under these Terms. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries of these Terms.
Our electronically or otherwise properly stored copy of these Terms will be deemed to be the true, complete, valid, authentic, and enforceable copy, and you agree that you will not contest the admissibility or enforceability of our copy of these Terms in connection with any action or proceeding arising out of or relating to these Terms.
No representations, statements, consents, waivers or other acts or omissions by any Tandoor Party shall be deemed legally binding on a Tandoor Party, unless documented in a physical writing hand signed by a duly authorized officer of the Tandoor Party. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. These Terms constitute the entire agreement between you and us with respect to their subject matter, and supersede any previous agreement between you and us with respect to the same subject matter.
Any provisions of these Terms that are reasonably inferable to have been intended to survive termination (including any provisions regarding limitation of our liability or indemnification) will continue in effect beyond any such termination of access to this Service.
These Terms do not confer any rights, remedies, or benefits upon any person other than you.
We may freely assign or delegate our rights and obligations under these Terms without notice. We may also substitute for us, by way of unilateral novation, any third party that assumes our rights and obligations under these Terms.
You may not assign these Terms without our prior written consent.
You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries of these Terms.
Our waiver of any breach of these Terms will not be a waiver of any preceding or subsequent breach thereof.
We reserve the right to provide to law enforcement authorities possible evidence of the use of the Service for what Tandoor believes to be illegal or improper purposes.
Discontinuation of use of this Service is your sole right and remedy for any dissatisfaction with the Service or any of the Content.
Except as provided above, if any provision of these Terms shall be deemed unlawful, void or unenforceable, then that provision shall be deemed severable from the remaining provisions of these Terms and shall not affect the validity and enforceability of the remaining provisions.
The Section titles in these Terms are for convenience only and have no legal or contractual effect.
No representations, statements, consents, waivers or other acts or omissions by any Tandoor Party shall be deemed legally binding on a Tandoor Party, unless documented in a physical writing hand signed by a duly authorized officer of the Tandoor Party.
No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
17. Other Agreements
If you have entered into a separate agreement with Tandoor or any Tandoor Party with respect to your use of the Service or any Content, that agreement will supersede these Terms to the extent they are in conflict.
Please contact us with any questions regarding the Service or these Terms at: