Terms and Conditions of Service
February 6, 2016
The following Terms and Conditions of Service ("TACs" or "Terms") are between you, the user of CLYR services (“you” and/or “your”) and Mingredients LLC, an Indiana limited liability company, located at 484 E Carmel Dr, Ste 121, Carmel, IN 46032, United States (“CLYR,” “us," “our,” and/or “we”), the owner and operator of CLYR services. We are pleased to provide consumers of certain products (“Consumers”) with information regarding certain products (“Products”) and their manufacturers (“Producers”). These Terms constitute a binding legal agreement that governs your use and limits our liability for CLYR products, software, services, and websites (collectively referred to as the “service” and/or “system”). The term “including” as used in these TACs shall be understood to mean “including, but not limited to.” The term “Content ” as it is used herein means any and all information such as text, graphics, numerical data, images, sounds, videos, messages, photos, software, expressions (including reviews, ratings, thoughts, views, suggestions, and opinions), or any other like materials. Such Content may be generated, transmitted, stored, accessed, delivered, provided, used, or received through the service (“Encountered”). You must accept all conditions of these TACs before you may use any part of the service. You can agree to these TACs in one of the following two manners, by: (1) clicking a selection that indicates you agree to use the service in accordance with these TACs, where such a selection is available; or (2) by actually using any part of the service. If you reject these TACs or any part hereof, you do not have any right to access or otherwise use the service.
Your Relationship to Us
Notices Regarding Documentation and Services
You should always refer to the most current version of the TACs at clyr.co/terms, which control at all times. We reserve the right to update or change these TACs (and other information on our website) from time to time, and we recommend that you review the TACs on a regular basis. If we make any change(s) to the TACs, the revised version will be available on our website at the link noted above, and any continued use by you after these TACs have been so changed constitutes your acceptance of the TACs, as revised. We reserve the right to modify or stop the service (or any part, features, or signup benefits thereof), on a temporary or permanent basis, with or without any notice to you, at any time or from time to time, without liability (monetary or otherwise) to you or any third party for any such modification or cessation of service. You also understand that as a part of the service, you may receive updates from us which may be automatically downloaded or installed to your device. Any such updates may include enhancements, fixes, or other improvements, or entirely new software versions. You agree that we may automatically deliver such updates to you as a part of the service, and you shall receive and install them at our request. We may also provide you with notices regarding the service by sending a message to your email address, via Twitter, by standard mail, or by posts through the service or on our website. It is your responsibility to review our website and to check your account and alternate email address for such notices, if any, which we may elect to provide. For as long as you use our service, you agree and consent to receiving electronic communications from us and other CLYR users when addressed to you, without respect or recourse (to the extent lawful in the U.S.) to CAN-SPAM or other local, national, or international laws prohibiting the transmission of unsolicited electronic messages. Applicable law may allow you to revoke your consent to receiving certain types of these communications at any time.
Limitations on Your Use
You agree, at all times, to use the service only as expressly permitted by these TACs and in accordance with all applicable laws, rules, and regulations. You understand that we reserve the right, in our sole discretion, to review any account for “improper usage,” defined as any usage in a given month which exceeds the normal parameters of our other typical accounts (as determined in our sole discretion), at which point we may limit additional storage in, transmission to or from, or any features associated with that account, or terminate the account entirely. You agree to use the service only through the interface provided by us at clyr.co, via our official mobile applications, or through instructions otherwise expressly provided in our website. Access to certain features may be limited to users in the United States. Nothing in these TACs shall be construed to convey any interest, title, or license in any account identifier, name, address, profile, or similar resource used by you in connection with the service. You acknowledge that your account is non-transferrable, and that any rights to your account name or any Content contained within your account terminate upon notice to us of your death, incapacity, dissolution, or dissociation from an organization responsible for or associated with your CLYR account, at which point your account may be terminated and its Content deleted. You also agree to abide by all United States and all other applicable export control laws, and to refrain from transferring from the United States or other permitted country, in any fashion, any part of the system or any Content as defined herein to any destination prohibited or regulated by such laws, without previously obtaining written consent from us and all requisite governmental agencies, and thereafter complying with all necessary authorization(s) thereof. You acknowledge that you may not use the service to transmit any Content that cannot be exported without prior written government authorization, including encryption software or other regulated information, nor may you use any encryption or data destruction methods which would be in violation of any applicable laws or regulations. This limitation expressly shall survive termination of this agreement.
All users of our services are bound by these Terms. A user may become an “account holder” upon completing any sign-up process (including registering to make comments, participate in promotions, or receive emails on our site), which we provide at clyr.co or via our mobile application, where available. As an account holder, you are required to provide your accurate, true, and verifiable name, email address, Twitter identifier, location/nationality, and/or any other registration information as we may require to establish your account. You are also responsible for maintaining this and all other registration information and keeping it current and accurate at all times, as failure to properly do so may result in suspension or termination of your account. You may only establish one CLYR account, which is non-transferrable to any other person or entity. CLYR may, for any reason, at any time, and in its sole discretion, refuse to establish an account based upon any information. We reserve the right to cancel, limit, or otherwise modify the terms of any accounts at any time. You may cancel your account at any time. Upon any such cancellation, you will lose all access to (and information stored within) your account. You are solely responsible for all activity taking place with your account, including sending invitations to use the service, corresponding with other entities within the service or outside of the service, and any other activity in which you may engage while using the service. Once your account has been established, you may be required to select a private password. You are encouraged to keep any such password private, strong, and updated, as you are responsible for keeping it secure and confidential. If you become aware of any unauthorized access on your account, you agree to immediately contact us at email@example.com.
You acknowledge that your use of CLYR may involve the use of certain additional requirements/services not provided by CLYR and not covered by this agreement. For example, use of CLYR requires at least one compatible computer or mobile device, certain software (including but not limited to an updated web browser), and internet access with a compatible Internet Service Provider (“ISP”) (separate charges may apply, and additional broadband and/or phone/data connectivity may be required for certain services). Although CLYR has been designed for limited access to and qualified compatibility with certain additional services, we expressly disclaim liability for quality, accuracy, security, availability, or deliverability of or through these additional requirements/services (which may be provided via third party and/or integrated software). Further, CLYR may expressly permit data sharing with other third party services you may use, including (but not necessarily limited to) various Google, Facebook, Twitter, and Pinterest services (etc.), which may be accessed via either a direct integration with CLYR or a third party intermediary service. Whenever you use these types of third party or integrated services, you also consent to the terms and policies of those third parties, intermediaries, apps, and any affiliated store fronts (e.g the App Store℠), and we take no responsibility for the terms, actions, inactions, improper operations, limitations, errors, or omissions of any such third parties. We may use and store IP address information to identify your location, and any attempt to block or otherwise alter this information is strictly prohibited. You represent that you will not duplicate, copy, sell, reproduce, rent, trade, or otherwise alienate the service or any part, feature, or characteristic thereof for any purpose. You further acknowledge that: (i) CLYR services have been neither specifically designed nor reviewed for compliance with any particular set of practices, rules, regulations, requirements, specifications, laws, standards, or treaties, and no representation is made that your actual or proposed use is necessarily proper thereunder; (ii) prior to using CLYR, you have had the opportunity to make reasonable inquiry into the nature of CLYR service and our security practices and procedures, and that you have concluded, in your sole assessment and judgment, that CLYR services are suitable for your purpose(s); (iii) we are unable to provide certainty as to any user’s identity within the system; and (iv) CLYR does not guarantee the security of your information at any time.
You agree to pay all fees and charges for your use of the service as specified at clyr.co, as may change from time to time, in an on-time manner, including any additional fees or partial charges incurred during your use of the service. All fees are exclusive of applicable taxes, exchange fees, duties, and/or tariffs, and you are solely responsible for the payment of such, which may be imposed on your use of the service. We may use a third party payment processor to complete these transactions, in which case your use of such processing services may be governed and controlled by a separate agreement or terms with such processor. You may be asked to provide us, or our payment processor, with a credit card or bank number from a card issuer or banking institution acceptable to us in order to activate or continue your service. We or our processor will charge fees you authorize by your use of the system to the credit card or bank account provided by you. We have no responsibility or liability for, nor do we make any representations about payment card industry (PCI) compliance whenever you use the service, or whenever you remit payment to us (as such compliance is the sole responsibility of our processors). By authorizing us to charge a credit card or bank account for the fees incurred through your use of the system, you are authorizing us, and/or our processor, to automatically continue charging that card or account (or any replacement therefore) for all fees or charges associated with your use of the system. You specifically authorize the card issuer to pay any amounts described herein, and you authorize us or our processor to continue to attempt to charge all sums described herein to your credit card or bank account until such amounts are paid in full. You agree to provide to us, or our processor, updated information about your credit card or bank account at any time the previously provided information appears to be invalid or out of date. If payment is not received by us or our processor at any time an amount is due hereunder, you agree to pay all amounts due upon our demand. If you believe you have been billed in error for the service, please notify us by the 5th day after receiving such billing information by contacting us at firstname.lastname@example.org. Unless prohibited by law, you agree to notify us in writing and provide us with a commercially reasonable opportunity to cure any billing discrepancy prior to initiating a chargeback with your credit card, bank, or other payment processor. Failure to provide prompt payment in accordance with this agreement may, in addition to all other remedies provided for herein, result in temporary or permanent loss of access to your account and various features thereof. All fees and charges paid by you for the service are nonrefundable and non-prorate-able, although applicable law may vary this policy. All of our services renew on an automatic basis for the increment which you initially select. For example, if you were to pay monthly and begin service for two standard CLYRscores™ at $49/each on January 15, 2016, your service would automatically renew on the same terms and at the same price on February 15, 2016 (in this case, the 15th of each month would be your “Renewal Date”), and a total of $98 would be charged to your financial account on or around February 15, 2016 (if you selected an annual basis, your Renewal Date would be January 15, 2017, and your financial account would be charged on or around January 15, 2017 for the entire following twelve months of service for both CLYRscores, less any applicable discounts). We may, from time to time, offer free versions or other promotions, the details of which will be disclosed in our materials (“Promotional Terms”). When you accept any such promotion(s), you agree to all of the Promotional Terms, which shall constitute a part of our agreement with you only to the extent that they do not conflict with these Terms. We may also, from time to time, offer certain enhancements or “pro” versions of our service (“Enhanced Services”), which may include traffic supplementing and/or tracking services that provide a historical estimate of certain types of traffic to certain Content, and which, like statements we may issue about the success of other subscribers, should never be relied upon as a perfect indicator of past performance or of any future results. Further, we make no representations about the source(s) or nature of such traffic, nor do we authenticate or guarantee the accuracy thereof, as they may be derived from data and efforts provided by third parties. Any Enhanced Services (or other metrics reported therewith) have additional and non-refundable fees (as disclosed elsewhere in our materials), may be added or cancelled only prior to your Renewal Date, will only be made available to you for and during those periods for which they are paid, and may be delivered incrementally via email or other means. Unless otherwise indicated in these TACs, we reserve the right, at any time (upon notice required by applicable law) and for any reason, to change the price of the service or any part thereof, switch payment processors, or to charge new fees for our services. Such changes to price or other new charges will apply immediately upon notice to you however communicated (included posting on our website). Should you decline to accept any such changes or new charges, then you must cancel your account and stop using the service immediately, as your continued use of the service after the effective date of any such changes or new charges shall constitute your acceptance thereof.
Content Originating with You
Content Originating with Others
CLYR is a forum, and it contains the views, opinions, and expressions of others. As a forum, we do not endorse, nor are we responsible or liable in any way for any Content provided by any other parties using our platform. You also understand that all Content, whether posted or transmitted on or through the service, is the sole responsibility of the person who originates such Content, and that CLYR serves merely as a conduit for that Content. You agree that should you rely on or use any such Content, we are not responsible or liable, directly or indirectly, for any damages or loss caused or alleged to be caused by, or in connection with, such reliance or use. Your interactions with any third parties and any terms, conditions, representations, or warranties associated with such interactions are between you and the third parties exclusively, and do not involve us in any way. You should make whatever investigation you deem necessary or appropriate before interacting with any third party via our service, when taking any action based in whole or in part upon such interaction, and thereafter. You further acknowledge that certain Content or other components of the service may include materials from third parties or references or links thereto. Since we have no control over such third party Content, you agree that we are in no way responsible for the nature, availability, or accuracy of such third party Content, including any advertising, products, links, or other Content available from such third parties. You also agree that we shall not be liable or responsible in any way for any damages you or any third party may incur or allege, directly or indirectly, as a result of your use of or reliance upon such third party Content. You are also responsible for protecting any intellectual property interest you may have in any Content, as we are not responsible for protecting or enforcing those rights or obligations. In the course of using the system, you may find certain Content offensive, indecent or objectionable, and you could potentially expose others to such Content. You acknowledge that use of the service is solely at your own risk, and that while we and/or our affiliates may access any Content at any time, in no event shall we be responsible in any way for any Content (or for exercising or failing to exercise control over any Content) within the system, nor shall we guarantee the legitimacy, quality, integrity, or accuracy of such Content. Since CLYR has no control over and no duties to take any actions regarding the behavior of others, nor their Content or its effects, interpretations, or results, you release us from all liability related to your acquiring (or failure to acquire) any Content through our service. For the sake of clarity, we make no representations concerning any Content or its accuracy, copyright compliance, legality, or decency, and you release us from all liability pertaining thereto. Although we may collect fees from individuals or corporate entities for certain kinds of access, placement, and other opportunities which may appear promotional in nature, these activities are in no way product endorsements. Unless specifically designated otherwise, all CLYRscores and other product/brand descriptions posted to the site are based on responses to our questionnaires. Occasionally, “unverified” CLYRscores may be made available (and based solely on information provided on a package label at a specific point in time), in which case the information is not designed to be complete, but is merely a placeholder for a potential completed CLYRscore. As a Consumer, you acknowledge that ingredients and other product information may vary from product-to-product, container-to-container, and day-to-day, and you agree to always make purchasing and consumption decisions based solely on the label at the point of purchase (or supplemental representations which a manufacturer may provide directly to you outside of our platform), as CLYR cannot be held responsible for any errors or omissions in providing information to you. By submitting a CLYRscore, Producers agree to provide only accurate information, represent and warrant that such information is true and complete, indemnify and hold us entirely harmless for any mistakes we may make in posting this information to our services, permit us to provide paid or free links to Amazon and other third party retailers where the product(s) may be available for sale, and agree to alert us immediately in the event that any product information provided changes or becomes out of date. More information about CLYRscores is available in our Frequently Asked Questions webpage at clyr.co/faq, which we occasionally update to reflect changes to the CLYRscore program.
Intellectual Property Belonging to Others
We respect the intellectual property rights of others and expect users to do the same. In appropriate circumstances and at our sole discretion, we may terminate and/or disable the accounts of users suspected to be infringing the copyrights (or other intellectual property rights) of others. Additionally, in appropriate circumstances and in our sole discretion, we may remove or disable access to Content on any of our websites or hosted on our systems that may be infringing or the subject of infringing activity. In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 (“DMCA”), we will respond promptly to claims of copyright infringement that are reported to the agent that we have designated to receive notifications of claims infringement (its “Designated Agent”). Our Designated Agent is:
484 E Carmel Dr, Ste 121
Carmel, IN 46032
Attn: Copyright Notification
If you are a copyright owner (or authorized to act on behalf of the copyright owner) and believe that your work’s copyright has been infringed, please report your notice of infringement to us by providing our Designated Agent with a written notification of claimed infringement that includes substantially the following: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. We will investigate notices of copyright infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response.
Intellectual Property Belonging to Us
You should assume that any Content originating with us, including our logos, trademarks (registered or otherwise), service marks, graphics, software, systems, methods, all API materials, and other intellectual property are the property of Mingredients LLC (or its affiliates), is protected to the fullest extent possible under national and/or international law, and you agree to act in accordance with this assumption at all times. You acknowledge that we have patents pending on certain inventions incorporated in CLYR, and agree to act accordingly. No public mentions of any responses or arrangements made by us and specific to you may be made without our prior written consent. Other trademarks, service marks, software, graphics and logos used in the connection with the service may be the intellectual property of their respective owners. You are not granted any rights or licenses in any of the aforesaid trademarks, and you further agree that you shall not remove, obscure, or alter any proprietary notices (specifically including any copyright and trademark notices) that may be affixed or otherwise contained within the service. You agree that we and our licensors, if applicable, own all legal right, title, and interest in and to the service and any software provided to you as a part of or in connection with the service, including any intellectual property rights existing therein (registered or otherwise), wherever in the world they may exist. To the extent that we may offer ranking services, reports, indexes, surveys, assessments, tests, questionnaires, or similar offerings, including the self-assessment and calculation method known as the CLYRscore, you agree to regard such information as our intellectual property, and any answers contained therein must be not only truthful, accurate, and complete, but also remain our intellectual property upon your completion.
Non-Disclosure and Other Limitations
You agree that the service, including all of its features, interfaces, concepts, practices, implementations, instructions, software, tools, and methods are individually and collectively known throughout this section as “confidential information,” are proprietary to Mingredients LLC, and are protected by applicable intellectual property laws. You agree that you will keep all such information confidential and shall not permit or assist yourself or others in taking any of the following actions: (a) disclosing such confidential information, either in whole or in part, to any other individual without first obtaining our prior written consent to such disclosure; or (b) copying, deconstructing, modifying, creating derivative works of, exporting, decompiling, or reverse engineering the confidential information, either in whole or in part. You also agree we shall be entitled to injunction and specific performance in the event of any breach of this section, and that such remedies shall be in addition to all other remedies available to us at law or in equity. You further agree that by submitting any ideas, documents, proposals, suggestions or other Content to us through the “Contact Us” feature or otherwise, you understand and represent that such submission: (a) entitles us to use or disclose, in our sole discretion, such submission for any purpose and in any manner; (b) does not contain any confidential or proprietary information; (c) does not place upon us any obligation of confidentiality, express or implied, with respect to such submission; (d) immediately becomes our property upon receipt; and (e) relieves us of any obligation to recognize, compensate, reimburse, acknowledge, or otherwise account for such submission under any circumstances.
You may terminate your account at any time by contacting us at email@example.com. Any fees paid by you prior to your termination are nonrefundable, except as otherwise expressly permitted by these TACs or required by applicable law. Termination of your account shall not relieve you of any obligation to pay any accrued fees. We may at any time, without prior notice, terminate or suspend all or a portion of your account. Cause for such termination may include: (a) any violation of these TACs or applicable law; (b) a request by you or from any government institution to terminate your account; (c) modification to or discontinuance of the service or any part of the service; (d) your failure to pay any fees as required hereunder; or (e) a period of prolonged inactivity on your account. Any such termination shall be made by us, in our sole discretion, without any refund of fees paid by you, and without any responsibility to you or any third party for any damages that may be in any way related to such termination or suspension of your account. Upon termination of your account, you will lose all access to the service and any portions thereof, including your recordings, account information, and other Content and storage services. Furthermore, we may thereafter delete all information and data stored in your account, including all Content. Any individual components of the service you may have used under a separate agreement will also be terminated in accordance with those separate agreements, where applicable.
Disclaimer of Warranties
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; THEREFORE, TO THE EXTENT THAT SUCH EXCLUSIONS ARE EXPRESSLY PROHIBITED BY APPLICABLE LAW, SOME OF THE FOLLOWING EXCLUSIONS CONTAINED IN THIS PARAGRAPH MAY NOT APPLY TO YOU. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SERVICE IS PROVIDED ENTIRELY ON AN “AS-IS”, “AS-AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MINGREDIENTS LLC AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF EVERY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PARTICULARLY, MINGREDIENTS LLC AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) INFORMATION OR CONTENT YOU OBTAIN THROUGH OR AS A RESULT OF THE SERVICE WILL BE RELIABLE OR ACCURATE; (III) YOUR USE OF THE SERVICE OR ANY PART THEREOF WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; AND (IV) ANY DEFECTS OR ERRORS IN THE SYSTEM OR ITS SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICE, OR ANY RESULTS THEREFROM, WILL BE CORRECTED OR OTHERWISE REMEDIATED. ANY SOFTWARE OR CONTENT OBTAINED THROUGH USE OF THE SERVICE IS ACCESSED AT YOUR OWN RISK AND DISCRETION, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OF DATA OR DAMAGE TO YOUR DEVICE THAT MAY RESULT FROM ENCOUNTERING SUCH SOFTWARE OR CONTENT. NO INFORMATION OR ADVICE, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM MINGREDIENTS LLC OR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND/OR LICENSORS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS OF SERVICE. IN ADDITION TO THE DISCLAIMERS IN THIS AGREEMENT, WE HEREBY DISCLAIM ANY DUTIES OF A BAILEE, BY STATUTE OR AT COMMON LAW, AND YOU HEREBY WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR RELATED IN ANY MANNER TO OUR (OR OUR SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND/OR LICENSORS) POSSESSION, STORAGE, OR TRANSMISSION OF ANY DATA.
Limitation of Liability
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; THEREFORE, TO THE EXTENT THAT SUCH EXCLUSIONS OR LIMITATIONS ARE EXPRESSLY PROHIBITED BY APPLICABLE LAW, SOME OF THE FOLLOWING EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. YOU UNDERSTAND AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, MINGREDIENTS LLC AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF USE, PROFITS, GOODWILL, OR DATA, OR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF MINGREDIENTS LLC OR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SERVICE; (II) THE DELETION OF, CORRUPTION OF, DISCLOSURE OF, OR FAILURE TO STORE AND/OR RECEIVE OR SEND CONTENT OR TRANSMISSIONS THROUGH THE SERVICE; (III) THE CONDUCT, STATEMENTS, CONTENT, SOFTWARE, EQUIPMENT, ACTS OR OMISSIONS MADE, USED, OR CAUSED BY YOU, MINGREDIENTS LLC, OR ANY THIRD PARTY USING THE SERVICE OR PROVIDING ANY PRODUCT, SERVICE, FEATURE OR SUPPORT FOR THE SERVICE; (IV) THE UNAUTHORIZED ACCESS TO (OR ALTERATION OF) CONTENT OR TRANSMISSIONS; (V) MINGREDIENTS LLC'S ACTIONS, ERRORS OR OMISSIONS IN RELIANCE UPON ANY INFORMATION PROVIDED THROUGH YOUR ACCOUNT, ANY CHANGES MADE THERETO, OR ANY NOTICES RECEIVED THEREFROM; (VI) YOUR FAILURE TO PROTECT THE CONFIDENTIALITY OF ANY PASSWORDS, CONTENT, OR ACCESS RIGHTS TO YOUR ACCOUNT INFORMATION OR CONTENT CONTAINED THEREIN; (VII) ANY ADVERTISING CONTENT OR YOUR PURCHASE OR USE OF ANY ADVERTISED PRODUCT OR SERVICE; (VIII) TERMINATION OF YOUR ACCOUNT IN ACCORDANCE WITH THESE TERMS AND CONDITIONS OF SERVICE; OR (IX) ANY OTHER MATTER RELATING TO THE SERVICE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, MINGREDIENTS LLC'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID BY YOU TO MINGREDIENTS LLC DURING THE MOST RECENT MONTH, BUT IN NO CASE (INCLUDING IF THE FORMER LIMITATION OF LIABILITY IS HELD UNENFORCEABLE BY A COMPETENT COURT) WILL MINGREDIENTS LLC'S LIABILITY TO YOU EXCEED THE VALUE OF US$50.
In addition to all other remedies which may be available at law or in equity for any breach by you of these terms, including the full extent of any actual damages, court costs, and/or attorneys fees to which we may be entitled, you hereby agree to pay to us, with or without any prior warning to you, One Thousand Dollars ($1,000) for each individual item or record which violates these terms, specifically including: (a) any display, copy, duplicate, reproduction, sale, resale, or exploitation of any Content, for any purpose, without our prior written consent; or (b) any computerized routines you may use which are designed to aggregate our information, or which in any way cause or seek to cause damage to, interfere with, disrupt, impair, disable or unduly burden our service or any part thereof.
You agree to defend, indemnify and hold harmless Mingredients LLC, its subsidiaries, affiliates, officers, directors, employees, agents, partners and licensors from any and all demands or claims, including attorneys’ fees, made by any third party, relating to or in any way arising from: (a) your use of the service; (b) any Content made available or otherwise Encountered by you or others through the service; (c) your violation of any rights of another; or (d) your violation of any of these TACs. You acknowledge that this obligation to indemnify us shall survive the termination or expiration of these TACs and/or your use of the service. At our option and for as long as we may deem appropriate, you will assume control of defense and settlement of any claims subject to these indemnification terms, but in no event shall you settle any such claims without our prior written consent.
Interpretation and Enforcement of Entire Agreement