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Effective Date: April 1, 2011 TERMS OF USEElla’s Kitchen, Inc. (“Ella’s Kitchen”) owns and operates the website pages residing under the domain name ellaskitchen.com (the “Website”). Access to and use of the Website is subject to the following terms and conditions ("Terms of Use"). These Terms of Use apply to the entire contents and activities arising out of the Website and to any correspondence by e-mail and other related submissions or content exchanged between Ella’s Kitchen and you. Please read these Terms of Use carefully before using the Website. Using the Website indicates that you acknowledge that you have reviewed to your full satisfaction and understood these Terms of Use and you accept and are subject to these Terms of Use regardless of whether or not you choose to register with us. If you do not accept these Terms of Use, do not use the Website. If you breach any terms of the Terms of Use, your authorization to use the Website automatically terminates, and you must immediately destroy any downloaded or printed materials. 1. INTRODUCTION1.1 You may access most areas of the Website without registering your details with us. Certain areas of the Website are only open to you if you register. 1.2 By accessing any part of the Website, you shall be deemed to have accepted these Terms of Use in full. If you do not accept these Terms of Use in full, you must leave the Website immediately. 1.3 Ella’s Kitchen may revise these Terms of Use at any time by posting new Terms of Use here and by changing the “Effective Date” at the top. You should check the Website from time to time to review the then current Terms of Use. Your use of the Website is subject to the most current version of the Terms of Use posted here at the time of such use. Certain provisions of these Terms of Use may be superseded by expressly-designated terms and conditions set forth on particular pages of the Website. 1.4 Ella’s Kitchen takes your privacy seriously. Your use of the Website constitutes your acceptance of Ella’s Kitchen’s Privacy Policy, which is incorporated by reference into these Terms of Use. Please read our Privacy Policy, which explains how we handle personal data, if any, collected by Ella’s Kitchen via the Website. Ella’s Kitchen reserves the right to change its Privacy Policy without prior notice. You are responsible for periodically reviewing our Privacy Policy. Your continued use of the Website will be deemed an acceptance of the Privacy Policy then in effect. 2. LICENSE2.1 You are permitted to display, print and download extracts from the Website for your own personal, non-commercial use on the following basis: (a) no documents or related graphics on the Website shall be modified, distorted or altered in any way; (b) no graphics on the Website shall be used separately from the corresponding text; and (c) Ella’s Kitchen's copyright and trademark notices and this permission notice must appear in all copies. 2.2 Unless otherwise stated, the copyright and other intellectual property rights in all material available through the Website, including all text, downloadable files, RSS feeds, HTML code, multimedia clips, images, photographs, graphics, icons, programming code, and the selection and arrangement of the contents of the Website (collectively, the “Materials”) are owned by Ella’s Kitchen or its licensors. Unless otherwise indicated, all Materials are copyrighted © 2011 Ella’s Kitchen All Rights Reserved, and any unauthorized use of the Materials may violate copyright and other laws. For the purposes of these Terms of Use, any use of extracts from the Website other than in accordance with clause 2.1 for any purpose is prohibited. If you breach any of the terms of these Terms of Use, your permission to use the Website automatically terminates and you must immediately destroy any downloaded or printed extracts from the Website. 2.3 Ella’s Kitchen trademarks, trade names, product names and logos (collectively the "Trademarks") displayed on the Website, including, but not limited to Ella’s Kitchen® and the Ella’s Kitchen logo, are trademarks and/or intellectual property of Ella’s Kitchen in the United States of America and/or other countries. In addition, the names of other companies and products mentioned on the Website and/or third party trade names and logos displayed on the Website may be the trademarks of their respective owners. Nothing contained on the Website or in these Terms of Use should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark or third party trademarks displayed on the Website without the written permission of Ella’s Kitchen or such third party that may own other trademarks displayed on the Website. 2.4 Subject to clause 2.1, no part of the Website may be reproduced, republished, modified, copied, archived, distributed, transmitted, stored in any other website or included in any public or private electronic retrieval system, database or service, or commercially exploited without Ella’s Kitchen's prior written permission. 2.5 Any right, title and interest not expressly granted in these Terms of Use are reserved for Ella’s Kitchen. 3. SERVICE ACCESS3.1 While Ella’s Kitchen endeavors to ensure that the Website is normally available 24 hours a day, Ella’s Kitchen shall not be liable if for any reason the Website is unavailable at any time or for any period. 3.2 Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond Ella’s Kitchen's control. 4. VISITOR MATERIAL, RECIPES AND CONDUCT4.1 Other than personally identifiable information that you may provide in connection with registration as set forth in clause 6, which is covered under our Privacy Policy, any communications, contributions, content or other material (including recipes) you submit, transmit or post to the Website (“Visitor Material”) shall be considered non-confidential and, in all cases except recipes, non-proprietary. Ella’s Kitchen shall have no obligations with respect to such Visitor Material (subject to clause 4.2 in respect of recipes). Ella’s Kitchen and its designees shall be free to copy, disclose, distribute, incorporate and otherwise use such Visitor Material and all data, images, sounds, text and other things embodied therein for any and all commercial or non-commercial purposes. 4.2 Without limiting the foregoing clause 4.1, when you submit any recipes to the Website you hereby agree to the following additional terms: (a) You hereby grant Ella’s Kitchen a perpetual, irrevocable, unrestricted, royalty-free, non-exclusive, sub-licensable right and license to use, reproduce, modify, adapt, display, publish, perform, transmit, translate, create derivative works from, distribute, make available to the public, and exercise all copyright and publicity rights with respect to your recipe worldwide and/or to incorporate your recipe in other works in any media now known or later developed to the full term of any rights that may exist in your recipe without payment or compensation to you. This includes the right to publish the recipe on the Website and use the recipe to make an Ella’s Kitchen product; (b) You hereby waive any moral rights in your recipe for the purposes of its submission to and publication on the Website and the other purposes specified above; (c) You agree that Ella’s Kitchen may, but is not obliged to, include your name and other personal details in conjunction with the recipe and its use; (d) You warrant that the recipe is your own original work and that you have the right to make it available to Ella’s Kitchen for all purposes and to grant the rights and licenses referred to above; (e) You warrant that the recipe does not breach any of the terms of clause 4.4 below including any obligation of confidence; (f) You warrant that you have taken all possible care to ensure that your recipe will not attract any complaint under clauses 4.2.(d) and (e) above; and (g) You remain responsible and liable for the recipes you submit; (h) You hereby agree to indemnify Ella’s Kitchen against all liabilities, claims, damages, costs and other expenses (including reasonable legal fees and expenses) that may be incurred by Ella’s Kitchen as a result of any breach of the terms in this clause 4.2. If you do not wish to grant these rights in clause 4.2 please do not submit your recipe. 4.3 Ella’s Kitchen may choose to publish or otherwise use or not use any recipes you submit and Ella’s Kitchen may exercise its rights in relation to such recipes in its absolute discretion. Ella’s Kitchen reserves the right to remove from the Website at any time and without giving reasons or notice any recipes you have submitted. 4.4 You are prohibited from and agree not to post, submit or transmit to or from the Website any Visitor Material (which includes recipes): (a) that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or (b) for which you have not obtained all necessary licenses and/or approvals; or (c) which constitutes, incites or encourages conduct that would be considered a criminal offense, give rise to civil liability or damage to any person or property, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world; or (d) which is or promotes physically dangerous or harmful activity or is technically damaging, including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data (collectively, “Malicious Code”); (e) which involves any kind of commercial activity including advertising, collecting or disseminating contact information for marketing purposes or involves any other kind of marketing activity. 4.5 You may not misuse the Website (including, without limitation, by hacking). 4.6 The Website is intended for adult individuals only. Ella’s Kitchen does not target children under the age of 18 and does not seek to collect any personally identifiable information about children under the age of 18. We encourage and support the efforts of parents and legal guardians of children to monitor their children's internet usage and to caution them against providing personally identifiable information to any Website over the Internet without permission. If you are under the age of 18, you must get a parent or guardian's permission before submitting any Visitor Material. 4.7 Ella’s Kitchen shall fully co-operate with any law enforcement authorities or court order requesting or directing Ella’s Kitchen to disclose the identity or locate anyone posting any material in breach of clause 4.3 or clause 4.4. 5. LINKS TO AND FROM OTHER WEBSITES5.1 Links to third party websites on the Website are provided solely for your convenience. If you use these links, you leave the Website. Ella’s Kitchen has not reviewed all of these third party websites and does not control and is not responsible for these websites or their content or availability. Ella’s Kitchen therefore does not endorse or make any representations or warranties about them, or any material found there, or any results that may be obtained from using them including the products, software, materials, services, content or accuracy or appropriateness of content on such linked websites. If you decide to access any of the third party websites linked to the Website, you do so entirely at your own risk. In particular, please note that the policies of other websites linked to the Website may be materially different from these Terms of Use, especially with respect to the use and collection of personal information and with respect to the use of proprietary information posted on that website. 5.2 If you would like to link to the Website, you may only do so on the basis that you link to, but do not replicate, the home page of the Website, and subject to the following conditions: (a) you do not remove, distort or otherwise alter the size or appearance of the Ella’s Kitchen logo; (b) you do not create a frame or any other browser or border environment around the Website; (c) you do not in any way imply that Ella’s Kitchen is endorsing any products or services other than its own; (d) you do not misrepresent your relationship with Ella’s Kitchen nor present any other false information about Ella’s Kitchen; (e) you do not otherwise use any Ella’s Kitchen trademarks displayed on the Website without express written permission from Ella’s Kitchen; (f) you do not link from a website that is not owned by you; and (g) your website does not contain content that is distasteful, offensive or controversial, does not infringe any intellectual property rights or other rights of any other person, and otherwise complies with all applicable laws and regulations. 5.3 Ella’s Kitchen expressly reserves the right to revoke the right granted in clause 5.2 for breach of these terms and to take any action it deems appropriate. 5.4 You hereby agree to indemnify Ella’s Kitchen against all liabilities, claims, damages, costs and other expenses (including reasonable legal fees and expenses) that may be incurred by Ella’s Kitchen as a result of any breach of the terms in clause 5.2. 6. REGISTRATION6.1 Each registration is for a single user only. Ella’s Kitchen does not permit you to share your user name and password with any other person nor with multiple users on a network. 6.2 Responsibility for the security of any passwords issued rests with you. 7. DISCLAIMER7.1 While Ella’s Kitchen endeavors to ensure that the information on the Website is correct (except in relation to Visitor Material), Ella’s Kitchen does not warrant the accuracy or completeness of the material (including Visitor Material) on the Website. Further, without limiting the foregoing, Ella’s Kitchen does not represent, warrant or guarantee the truthfulness, quality or reliability of any Visitor Material (including recipes) nor does Ella’s Kitchen endorse any opinions, advice or recommendations contained in any Visitor Material. Ella’s Kitchen may make changes to the material on the Website, or to the products and prices described in it, at any time without notice. The material on the Website may be out of date, and Ella’s Kitchen makes no commitment to update such material. 7.2 The material on the Website (including Visitor Material) is provided "as is", without any conditions, warranties or other terms of any kind, either express or implied. Accordingly, to the maximum extent permitted by law, Ella’s Kitchen provides you with the Website on the basis that Ella’s Kitchen excludes all representations, warranties, conditions and other terms including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, non-infringement, satisfactory quality and the use of reasonable care and skill which, but for these Terms of Use, might have effect in relation to the Website. 8. LIABILITY8.1 Ella’s Kitchen, its licensors and third party service providers (whether or not involved in creating, producing, maintaining or delivering the Website), and any of Ella’s Kitchen's affiliates and the officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party (including without limitation, any direct, indirect, special, incidental, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with the Website in any way or in connection with the use, inability to use or the results of use of the Website (including any Visitor Material, any websites linked to the Website or the material on such websites), including but not limited to loss or damage due to Malicious Code that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing the Website or your downloading of any material from the Website or any websites linked to the Website. 8.2 Without limiting the foregoing clause 8.1, in relation to recipes and other Visitor Material on the Website, the following additional terms apply: (a) Ella’s Kitchen does not recommend or endorse any recipes or other Visitor Material; (b) Users of the Website accept that Ella’s Kitchen may not and is not obliged to pre-screen or test the recipes and other Visitor Material submitted by users; (c) You acknowledge that any reliance on or use of recipes and other Visitor Material submitted by other users will be at your own risk; and (d) Ella’s Kitchen disclaims all liability and responsibility arising from any reliance placed on recipes and other Visitor Material. 8.3 If your use of material on the Website results in the need for servicing, repair or correction of equipment, software or data, you assume all costs thereof. 9. GOVERNING LAW AND JURISDICTIONThese Terms of Use shall be governed by and construed in accordance with the laws of the State of Pennsylvania, United States of America. Disputes arising in connection with these Terms of Use or the Website shall be subject to the exclusive jurisdiction of the courts of the State of Pennsylvania, United States of America.
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