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PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (COLLECTIVELY “TERMS”) CAREFULLY. TIMES GRILL RESTAURANT GROUP, LLC AND ITS AFFILIATES (collectively “TIMES GRILL”) PROVIDE THIS WEBSITE TO YOU, YOUR EMPLOYEES, AGENTS AND CONTRACTORS, AND ANY OTHER ENTITY ON WHOSE BEHALF YOU ACCEPT THESE TERMS (COLLECTIVELY “YOU”), SUBJECT TO THESE TERMS. THESE TERMS ARE ENTERED INTO BY AND BETWEEN TIMES GRILL AND YOU, AND YOU ACCEPT THEM BY: (A) PLACING AN ORDER THROUGH THIS WEBSITE; (B) USING THE WEBSITE IN ANY OTHER MANNER; AND/OR (C) ACKNOWLEDGING AGREEMENT WITH THESE TERMS. By using the pages in this website, you agree to and accept these terms and conditions. If you do not agree, you should not use this site. RESTRICTIONS ON USE Material from www.timesgrill.com and any other World Wide Web site owned, operated, licensed or controlled by Times Grill or any of its related, affiliated or subsidiary companies (collectively “Website”) may not be copied, distributed, republished, uploaded, posted or transmitted in any way, without the prior written consent of Times Grill, EXCEPT: you may download one copy of the material on one computer for your personal, non-commercial home use only, provided you do not delete or change any copyright, trademark, or other proprietary notices. Modification or use of the materials for any other purpose violates Times Grill’s intellectual property rights. The material in this Website is provided for lawful purposes only. If you download software from our Website, the software, including all files, images, contained in or generated by the software, and accompanying data (collectively the "Software") are deemed to be licensed to you by Times Grill. Neither title nor intellectual property rights are transferred to you, but remain with Times Grill, who owns full and complete title. You may not resell, decompile, reverse engineer, disassemble or otherwise convert the Software to a human perceivable form. This Website includes without limitation: (a) all on-line services accessible via the Website (collectively the "Services"); (b) information such as technical, contractual, product, program, pricing, marketing and other valuable information ("Information"); and (c) content such as data, text, software, music, sound, photographs, graphics, video, messages, or other materials ("Content"). Times Grill controls and operates its Website from various locations and makes no representation that this Website is appropriate or available for use in all locations. Times Grill products and services may not be available in your location, and deliverables may vary among locations. In addition to the Terms and unless otherwise noted, the standard Times Grill terms and conditions of sale in your jurisdiction govern purchases you make through the Website, unless you have in effect a separate valid written purchase or license agreement with Times Grill for that product or service, in which case that separate agreement governs, and in cases of conflict prevails. LIMITATION OF LIABILITY To the fullest extent permitted by law, Times Grill will not be liable for any direct, indirect, punitive, special, incidental, consequential or exemplary damages or injury (including without limitation loss of business, revenue, profits, goodwill, use, data, electronically transmitted orders or other economic advantage) arising out of, in connection with or caused by, the Website, including but not limited to, any failure of performance, error, omission, interruption, defect, delay in operation of transmission, computer virus, or line failure, even if Times Grill has previously been advised of, or reasonably could have foreseen, the possibility of such damages, however they arise, whether in breach of contract or in tort (including negligence), including the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained, or messages received or transactions entered into, through or from the Website. Times Grill will not be liable for any damages or injury, including but not limited to, special or consequential damages, that result from the use of, or the inability to use, the materials in this Website, even if there is negligence or Times Grill or an authorized Times Grill representative has been advised of the possibility of such damages, or both. You agree to indemnify and hold Times Grill and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, suppliers, other partners, employees and representatives harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of or connection to the Website, your violation of the Terms, or your violation of any rights of another. The above limitation or exclusion may not apply to you to the extent that applicable law may not allow the limitation or exclusion of liability for incidental or consequential damages. Times Grill’s total liability to you for all losses, damages, and causes of action (in contract, tort (including without limitation, negligence), or otherwise) will not be greater than the amount you paid to access this Website. SUBMISSIONS All remarks, suggestions, ideas, graphics, or other information communicated to Times Grill through this Website (together, the "Submission") will forever be the property of Times Grill. Times Grill will not be required to treat any Submission as confidential, and will not be liable for any ideas for its business (including without limitation, product, or advertising ideas) and will not incur any liability as a result of any similarities that may appear in future Times Grill operations. Without limitation, Times Grill will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature everywhere. Except as noted below in this paragraph, Times Grill will be entitled to use the Submission for any commercial or other purpose whatsoever without compensation to you or any other person sending the Submission. Personally identifiable information that may be received at this Website is provided voluntarily by a visitor to this site. This information is for internal purposes only and is not sold or otherwise transferred to third parties of Times Grill or to other entities who are not involved in the operation of this Website. Information submitted to certain areas in this Website is not retained. Therefore, the above right to use Submissions is subject to this limited use of this information and excludes non-retained information. You acknowledge that you are responsible for whatever material you submit, and you, not Times Grill, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright. YOUR OBLIGATIONS AND CONDUCT In consideration of your use of the Website, you agree to: (a) provide accurate, current, and complete information about you as may be prompted by the Website (the "Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any information you provide to Times Grill, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to information and Registration Data. You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with the Website. You are entirely responsible for all Content that you upload, post or otherwise transmit via the Website. You agree not to upload, post or otherwise transmit via the Website Content that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to Times Grill or other users of the Website; (b) includes unauthorized disclosure of personal information; (c) violates or infringes anyone's intellectual property rights; or (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. Times Grill reserves the right to edit or remove Content that violates these Terms or that contains third-party commercial advertisements. You agree that you will not use the Website to: (a) transmit spam, bulk or unsolicited communications; (b) pretend to be Times Grill or someone else, or spoof Times Grill or someone else's identity; (c) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through the Services; (d) misrepresent your affiliation with a person or entity; (e) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to use the Website; (f) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm; or (g) collect or store personal data about other users unless specifically authorized by such users. CONFIDENTIALITY You may obtain direct access via the Website to certain confidential information of Times Grill and its suppliers, including without limitation technical, contractual, product, program, pricing, marketing and other valuable information that should reasonably be understood as confidential ("Confidential Information"). You must hold Confidential Information in strict confidence. Title to Confidential Information remains with Times Grill and its suppliers. Your obligations regarding Confidential Information expire five (5) years after the date of disclosure. Upon termination of the Terms or Times Grill’s written request, you must cease use of Confidential Information and return or destroy it. The Terms impose no obligation upon you with respect to Confidential Information that you can establish by legally sufficient evidence that: (a) you possessed prior to your receipt from Times Grill, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by you, or otherwise without violation of the Terms; (c) you obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) you independently developed without the use of Confidential Information and without the participation of individuals who have had access to it; or (e) is in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to Times Grill adequate to afford Times Grill the opportunity to object to the disclosure. CONTENT SUBMITTED TO TIMES GRILL Times Grill does not claim ownership of any Content you place on the Website and shall have no obligation of any kind with respect to such Content. Unless otherwise stated herein, or in Times Grill’s Privacy Policy, any Content you provide in connection with this Website shall be deemed to be provided on a non-confidential basis. Times Grill shall be free to use or disseminate such Content on an unrestricted basis for any purpose, and you grant Times Grill and all other users of the Website an irrevocable, worldwide, royalty-free, nonexclusive license to use, reproduce, modify, distribute, transmit, display, perform, adapt, resell and publish such Content (including in digital form). You represent and warrant that you have proper authorization for the worldwide transfer and processing among Times Grill, its affiliates, and third-party providers of any information that you may provide on the Website. Times Grill does not routinely monitor Content, but Times Grill and its designees reserve the right to monitor, restrict access to, edit or remove any Content that is available via the Website. DELIVERY OF E-MAIL Times Grill will attempt to deliver all of the e-mail that is addressed to your e-mail address on Times Grill’s Services. However, the nature of e-mail is such that Times Grill cannot guarantee delivery of such e-mail. ADVERTISEMENTS AND PROMOTIONS Times Grill runs advertisements and promotions from third parties on the Website. Your correspondence or business dealings with, or participation in promotions of, advertisers other than Times Grill found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. Times Grill is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-Times Grill advertisers on the Website. CONTENT PROVIDED VIA LINKS You may find links to other Internet sites or resources on the Website. You acknowledge and agree that Times Grill is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. Times Grill will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource. TIMES GRILL’S PRIVACY POLICY You consent to the collection, processing and storage by Times Grill of your personal information in accordance with the terms of Times Grill’s Privacy Policy, which is available at www.timesgrill.com. You agree to comply with all applicable laws and regulations, and the terms of Times Grill’s Privacy Policy, with respect to any access, use and/or submission by you of any personal information in connection with this Website. DISCLAIMER Your use of the Website is at your sole risk unless otherwise explicitly stated. The material in this site could include technical inaccuracies or typographical errors. Times Grill may make changes or improvements at any time. THE MATERIALS IN THIS SITE ARE PROVIDED "AS IS," “AS AVAILABLE,” “WITH ALL FAULTS,” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESSED OR IMPLIED, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. TIMES GRILL DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. TIMES GRILL MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS, QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE WEBSITE. TIMES GRILL DOES NOT WARRANT: THAT THE FUNCTIONS CONTAINED IN THE MATERIAL WILL BE UNINTERRUPTED, TIMELY,SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE; THAT THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE WEBSITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY CONTENT FROM THE WEBSITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES. TIMES GRILL DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULT OF THE USE OF THE MATERIAL IN THIS WEBSITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT TIMES GRILL) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. THE ABOVE EXCLUSION MAY NOT APPLY TO YOU, TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. This Website contains downloadable materials as well as links to external sites. Times Grill Restaurant Group, LLC is not responsible for, and has no control over, the content of such downloadable materials or external sites. You understand that Times Grill Restaurant Group, LLC cannot and does not guarantee or warrant that files or software of any kind, or from any source, available for downloading through this Website, will be free of infection or viruses, worms, Trojan Horses or other code or defects that manifest contaminating or destructive properties. Times Grill is an equal opportunity employer committed to a diverse workforce. Times Grill franchisees each hire their own employees and establish their own terms and conditions of employment, which may differ from those described. To be considered for a posted job opportunity, you must submit an application. Applications are active for 30 days, after which you must reapply. INTELLECTUAL PROPERTY RIGHTS "Times Grill” Trademarks" means all names, marks, brands, logos, designs, trade dress, slogans and other designations Times Grill uses in connection with its products and services. You may not remove or alter any of the Times Grill Trademarks, or co-brand your own products or material with Times Grill Trademarks, without Times Grill’s prior written consent. You acknowledge Times Grill’s rights in the Times Grill Trademarks and agree that any use of the Times Grill Trademarks by you shall inure to Times Grill’s sole benefit. You agree not to incorporate any of the Times Grill Trademarks into your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with computer or Internet-related products, services or technologies. Times Grill is committed to respecting others' intellectual property rights, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement on our Website, please contact us. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. Permission is granted to display, copy, distribute and download Content owned by Times Grill on this Website provided that: (a) the copyright notice pertaining to the Content remains, and a permission notice (e.g., "used with permission") is added to such Content; (b) the use of such Content is solely for personal and non-commercial use; (c) such Content will not be copied or posted on any networked computer or published in any medium, except as explicitly permitted by valid permission or license covering such materials; and (d) no modifications are made to such Content. This permission terminates automatically without notice if you breach any of the terms or conditions in this Section. Upon termination, you must immediately destroy any downloaded and/or printed Content. JURISDICTION Except as described otherwise, all materials in the Times Grill Website are made available only to provide information about Times Grill. Times Grill controls and operates this Website from its headquarters in Jacksonville, Florida, United States of America and makes no representation that these materials are appropriate or available for use in other locations. If you use this Website from other locations you are responsible for compliance with applicable local laws. Some software from this Website may be subject to export controls imposed by the United States and may not be downloaded or otherwise exported or re-exported: (a) into (or to a national or resident of ) any country to which the U.S. has placed an embargo, including without limitation, Cuba, Iran, Iraq, Libya, North Korea, Syria, or Yugoslavia; (b) to everyone on the U.S. Treasury Department's Specially Designated Nationals list, or (c) the U.S. Commerce Department's Table of Denial Orders. If you download or use the Software, you represent and warrant that you are not located in, or under the control of, or a national or any such country or on any such list. NOTICES; MODIFICATION AND TERMINATION OF SERVICES; AMENDMENT OF TERMS
Times Grill may provide notice to you via email, regular mail, or posting notices or links to notices on the Website. Times Grill reserves the right at any time to modify, suspend or terminate the Services (or any part thereof), your use of or access to them, or this agreement, at any time and with or without notice. Times Grill may also delete, or bar access to or use of, all related Information and files. Times Grill will not be liable to you or any third-party for any modification, suspension, or termination of the Services or this agreement, or loss of related information. Times Grill may amend these Terms at any time by posting the amended terms on this Website. You may terminate this agreement by destroying: (a) all materials obtained from all Times Grill Websites, and (b) all related documentation and all copies and installations (together, the "Materials"). Times Grill may terminate this agreement immediately without notice if, in its sole judgment, you breach any term or condition of this agreement. Upon termination, you must destroy all materials.
GENERAL TERMS The Terms constitute the entire agreement between you and Times Grill relating to their subject matter, and cancel and supersede any prior versions of the Terms. No modification to the Terms will be binding, unless in writing and signed by an authorized Times Grill representative. You must not assign or otherwise transfer the Terms or any right granted hereunder. You also may be subject to additional terms and conditions that may apply when you use Times Grill or third-party products or services. You agree that any material breach of the Terms will result in irreparable harm to Times Grill for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Times Grill will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Times Grill seeks such an injunction. Florida law and controlling U.S. federal law govern any action related to the Terms and/or your use of the Website, notwithstanding any principles of conflicts of laws. Choice of law rules of any jurisdiction and the United Nations Convention on Contracts for the International Sale of Goods will not apply to any dispute under the Terms. You and Times Grill agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Duval, Florida, U.S.A. Services, Content, and product derived or obtained from this Website may be subject to the U.S. export laws and the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, shall: (a) obtain any export, re-export, or import authorizations required by U.S. or your local laws; (b) not use Services, Content, or direct product from this Website to design, develop or produce missile, chemical/biological, or nuclear weaponry; and (c) not provide Services, Content, or direct product from this Website to prohibited countries and entities identified in the U.S. export regulations. Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms. If any part of these Terms and Conditions is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. Possible evidence of use of this site for illegal purposes will be provided to law enforcement authorities. Times Grill’s products and services are available in many parts of the world. However, the Times Grill Website may describe products and services that are not available worldwide. The Website may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include statements regarding market expectations and opportunities, expectations about financials, research and development and strategies, statements concerning Times Grill’s roadmaps, market share growth, and product and service development and introduction, and our continuous evaluation of the competitiveness of our product and service offerings. These forward-looking statements are just predictions and involve risks and uncertainties. Actual results may differ materially from results discussed in the forward-looking statements. Factors that may cause such a difference include risks related to adverse changes in general economic conditions, failure to reduce costs, lack of success in technical advancements, the timely development, production and acceptance of new products and services, and Times Grill’s ability to compete in a highly competitive and rapidly changing marketplace. Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.
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