FOODSTAND TERMS AND CONDITIONS

LAST UPDATED 12.15.17

PURPOSE

Welcome to Foodstand, a healthy eating behavior change program powered by community challenges. FOODSTAND, Inc, a Delaware limited liability company having principal offices at 301 East Liberty St. #701, Ann Arbor, MI, 48104, (" Foodstand ," " we ," " us ," " our") offers access to the Foodstand website at www.thefoodstand.com (the " Site") and a mobile application the "App") available in Apple's App Store and the Google Play Store (together, the "Service"). " User ," " you ," or " your" refers to the person accessing or using the Site or the App.

By accessing or using the Foodstand service, or any applications (including mobile applications) made available by Foodstand (together, the "Service"), however accessed, you agree to be bound by these Terms and Conditions ("Terms"). The Service is owned or controlled by Foodstand. Our Privacy Policy https://www.thefoodstand.com/privacy explains how we collect and use your information. Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms, conditions, consents and disclosures set forth in the Terms. These Terms apply to all visitors, users and others who wish to access or use the Service. By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Service and you should not access the Service.

There may be times when we offer a special feature that has its own terms and conditions that apply in addition to these Terms. In those cases, the terms specific to the special feature control to the extent there is a conflict with these Terms.

ARBITRATION NOTICE: EXCEPT IF YOU OPT-OUT AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND FOODSTAND WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

General Conditions

You must be at least 13 years old to use the Service. We do not knowingly collect personal information from or about children under the age of 13. If a parent or guardian believes that their child under the age of 13 has provided us with personally identifiable information, they should contact usat info@dietid.com. We will delete such information from our files within a reasonable time.

If a user identifies himself or herself as under 13, we comply with COPPA which, among other things, requires verifiable parental consent if we collect personal information from such a user. In the process of obtaining parental consent, we provide parents with a description of the information we collect from our users, how that information is used, who that information may be shared with, what type of information may be made public, and how a parent may access their child's personal information or request that their child's account be disabled. We will not knowingly ask children under the age of 13 to provide any personal information other than which is reasonably necessary to provide Foodstand services.

Because Foodstand is available to users of all ages, if a parent grants consent to their child user of the site, that child will have the ability to send and receive communications with Foodstand users of all ages. We urge children to check with their parents before entering information on any website and we urge parents to discuss with their children restrictions regarding providing personal information to people they do not know online. Parents may review, edit, request the deletion of, or prevent further collection or use of their child's personal information or make any other inquiry regarding this privacy policy by sending an email to team@foodstand.com

Foodstand provides information, tips, recipes, suggestions, reminders, and good eating challenges based on selected eating habits, etc., intended only to assist users in their personal healthy eating efforts and for educational purposes. Foodstand is not a medical organization and will not and cannot give medical advice or diagnosis. The information and reports generated by Foodstand should not be interpreted as a substitute for physician consultation, evaluation or treatment. Foodstand will not be held responsible for any information interpreted as such by any member.

If you think you may have a medical emergency, call your doctor or 911 immediately. Never disregard, avoid, or delay in obtaining medical advice from your physician or other qualified healthcare provider because of something you have read on Foodstand. Foodstand does not recommend or endorse specific tests, physicians, products, procedures or other information that may be mentioned on Foodstand. Reliance on any information provided by Foodstand, Foodstand employees, partners, other users of the service is solely at your own risk.

We have no obligation to review or modify user postings on Foodstand or other content and in all instances, it is your responsibility to evaluate the accuracy, timeliness, completeness, or usefulness of the content. Under no circumstances will Foodstand be liable for any loss or damage caused by your reliance on any content. However, Foodstand does provide a "report abuse" function and reserves the right to remove content reported by another member.

Foodstand is intended for use only by healthy adult individuals. The Application is not intended for use by minors (unless for a specific program requiring parental consent and in compliance with COPPA), pregnant women or individuals with any type of health condition. By using Foodstand, user represents and warrants of meeting these criteria. Users are responsible for their own health, diet research and any personal health decisions they receive through the Foodstand application.

Before using any of the services and/or information granted on Foodstand, users are strongly advised to check with their doctor or primary health provider to ensure health and safety. In addition, certain information on Foodstand may refer to mental or emotional health. Foodstand suggests that individuals who feel they need support, to contact a mental health professional.

We reserve the right to refuse access to the Service to anyone for any reason at any time.

Prohibited Use

You may not post violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive photos or other content via the Service.

You agree that you will not solicit, collect or use the login credentials of other Foodstand users.

You are responsible for keeping your password secret and secure.

You must not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities and you must not post private or confidential information via the Service, including, without limitation, your or any other person's credit card information, social security or alternate national identity numbers, non-public phone numbers or non-public email addresses.

You may not use the Service for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Service and your Content (defined below), including but not limited to, copyright laws.

You must not change, modify, adapt or alter the Service or change, modify or alter another website so as to falsely imply that it is associated with the Service or Foodstand.

You must not access Foodstand's private API by means other than those permitted by Foodstand. Use of Foodstand's API is subject to a separate set of terms.

You must not create or submit unwanted email, comments, likes or other forms of commercial or harassing communications (a/k/a "spam") to any Foodstand users.

You must not use domain names or web URLs in your username without prior written consent from Foodstand.

You must not interfere or disrupt the Service or servers or networks connected to the Service, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any Foodstand page is rendered or displayed in a user's browser or device.

You must not create accounts with the Service through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper.

You must not attempt to restrict another user from using or enjoying the Service and you must not encourage or facilitate violations of these Terms or any other Foodstand terms.

We prohibit crawling, scraping, caching or otherwise accessing any content on the Service via automated means, including but not limited to, user profiles and photos (except as may be the result of standard search engine protocols or technologies used by a search engine with Foodstand's express consent).

Account

You are responsible for any activity that occurs through your account and you agree you will not sell, transfer, license or assign your account, username, or any account rights. With the exception of people or businesses that are expressly authorized to create accounts on behalf of their employers or clients, Foodstand prohibits the creation of and you agree that you will not create an account for anyone other than yourself. You also represent that all information you provide or provided to Foodstand upon registration and at all other times will be true, accurate, current and complete and you agree to update your information as necessary to maintain its truth and accuracy.

We reserve the right to force forfeiture of any username for any reason.

We may, but have no obligation to, remove, edit, block, and/or monitor Content or accounts containing Content that we determine in our sole discretion violates these Terms.

You are solely responsible for your interaction with other users of the Service, whether online or offline. You agree that Foodstand is not responsible or liable for the conduct of any user. Foodstand reserves the right, but has no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment when interacting with others, including when you submit or post Content or any personal or other information.

Foodstand does not claim ownership of any Content that you post on or through the Service. Instead, you hereby grant to Foodstand a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to use the Content that you post on or through the Service, subject to the Service's Privacy Policy, available here http://theFoodstand.com/privacy.

Content

You are solely responsible for your conduct and any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials (collectively, "Content") that you submit, post or display on or via the Service.

Termination

Violation of these Terms may, in Foodstand's sole discretion, result in termination of your Foodstand account. You understand and agree that Foodstand cannot and will not be responsible for the Content posted on the Service and you use the Service at your own risk. If you violate the letter or spirit of these Terms, or otherwise create risk or possible legal exposure for Foodstand, we can stop providing all or part of the Service to you.

We reserve the right to modify or terminate the Service or your access to the Service for any reason, without notice, at any time, and without liability to you. You can deactivate your Foodstand account by logging into the Service and visiting the settings page to delete your account. If we terminate your access to the Service or you delete your account, your photos, comments, likes, and all other data will no longer be accessible through your account (e.g., users will not be able to navigate to your username and view your photos), but those materials and data may persist and appear within the Service (e.g., if your Content has been reshared by others). If you wish to have records of your account deleted from our internal logs after you have terminated your account, please email us at info@dietid.com.

Upon termination, all licenses and other rights granted to you in these Terms will immediately cease.

Links to Other Websites

There may be links from the Service, or from communications you receive from the Service, to third-party web sites or features. There may also be links to third-party web sites or features in images or comments within the Service. The Service also includes third-party content that we do not control, maintain or endorse. Functionality on the Service may also permit interactions between the Service and a third-party web site or feature, including applications that connect the Service or your profile on the Service with a third-party web site or feature. For example, the Service may include a feature that enables you to share Content from the Service or your Content with a third party, which may be publicly posted on that third party's service or application. Using this functionality typically requires you to login to your account on the third-party service and you do so at your own risk. Foodstand does not control any of these third-party web services or any of their content. You expressly acknowledge and agree that Foodstand is in no way responsible or liable for any such third-party services or features. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH THIRD PARTIES FOUND THROUGH THE SERVICE ARE SOLELY BETWEEN YOU AND THE THIRD PARTY. You may choose, at your sole and absolute discretion and risk, to use applications that connect the Service or your profile on the Service with a third-party service (each, an "Application") and such Application may interact with, connect to or gather and/or pull information from and to your Service profile. By using such Applications, you acknowledge and agree to the following: (i) if you use an Application to share information, you are consenting to information about your profile on the Service being shared; (ii) your use of an Application may cause personally identifying information to be publicly disclosed and/or associated with you, even if Foodstand has not itself provided such information; and (iii) your use of an Application is at your own option and risk, and you will hold the Foodstand Parties (defined below) harmless for activity related to the Application.

Communications.

By creating an Account on our Service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.

Electronic Communications Methods.

As part of the Service, you may subscribe to receive certain alerts on your wireless device or other equipment via short message service, otherwise known as "push messages" ("Push Alerts"), by Email ("Email Alerts") about notifications, our Account, text message, and other types of alerts. We may present and you may select to receive from time to time. Certain alerts are available through your wireless device or otherwise equipment when it is within operating range of your wireless service provider or a computer having an active connection to the Internet.

Push Alert Details.

If you subscribe to any of our Push Alerts, you agree to receive Push Alerts from us at the mobile device associated with the Service. You represent that you are the authorized user of the mobile device provided and associated with your Account, which will receive the Push Alerts. These alerts are part of our subscription service, when you receive multiple message, the frequency and availability of which depends on the alert types you select to receive. You may adjust, add, or remove your alert types at any time by editing the type of such Push Alerts by visiting https://www.thefoodstand.com/communications/manage and adjusting your settings. Push Alerts may not be delivered to you if your wireless device is not in range of a transmission site, or if sufficient network capacity is not available at a particular time. You acknowledge that time sensitive or critical alerts may not be timely received based on a number of factors beyond our control and that we do not guarantee that Push Alerts will be delivered.

Email Alert Details.

You must provide us with a valid email address for your Account. If you enable Email Alerts, the email address you provide will be set as your default email address to which you will automatically receive Email Alerts. An email address is always required to use the Service and it should be maintained with an accurate address. You may adjust, add, or remove certain Email Alerts by unsubscribing from Email Alerts using the link at the bottom of such Email Alert or visiting https://www.thefoodstand.com/communications/manage and adjusting your email alert preferences.

Advertisement

Some of the Service is supported by advertising revenue and may display advertisements and promotions, and you hereby agree that Foodstand may place such advertising and promotions on the Service or on, about, or in conjunction with your Content. The manner, mode and extent of such advertising and promotions are subject to change without specific notice to you.

You acknowledge that we may not always identify paid services, sponsored content, or commercial communications as such.

Intellectual Property

You represent and warrant that: (i) you own the Content posted by you on or through the Service or otherwise have the right to grant the rights and licenses set forth in these Terms; (ii) the posting and use of your Content on or through the Service does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of Content you post on or through the Service; and (iv) you have the legal right and capacity to enter into these Terms in your jurisdiction.

The Service contains content owned or licensed by Foodstand ("Foodstand Content"). Foodstand Content is protected by copyright, trademark, patent, trade secret and other laws, and, as between you and Foodstand, Foodstand owns and retains all rights in the Foodstand Content and the Service. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Foodstand Content and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Foodstand Content.

Foodstand is very supportive and respectful of artists' work, and are very sensitive to others' IP rights. If you believe that material or content residing on or accessible through Foodstand's websites or services infringes a copyright, please send a notice of copyright infringement containing the following information to info@dietid.com

A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;

Identification of works or materials being infringed;

Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Foodstand is capable of finding and verifying its existence;

Contact information about the notifier including address, telephone number and, if available, e-mail address;

A statement that the notifier has a good faith belief that the material is not authorized by the copyright owner, its agent, or the law; and

A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner;

The Foodstand name and logo are trademarks of Foodstand, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Foodstand. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of Foodstand, and may not be copied, imitated or used, in whole or in part, without prior written permission from Foodstand.

Content

Although it is Foodstand's intention for the Service to be available as much as possible, there will be occasions when the Service may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. Also, Foodstand reserves the right to remove any Content from the Service for any reason, without prior notice. Content removed from the Service may continue to be stored by Foodstand, including, without limitation, in order to comply with certain legal obligations, but may not be retrievable without a valid court order. Consequently, Foodstand encourages you to maintain your own backup of your Content. In other words, Foodstand is not a backup service and you agree that you will not rely on the Service for the purposes of Content backup or storage. Foodstand will not be liable to you for any modification, suspension, or discontinuation of the Services, or the loss of any Content. You also acknowledge that the Internet may be subject to breaches of security and that the submission of Content or other information may not be secure.

You agree that Foodstand is not responsible for, and does not endorse, Content posted within the Service. Foodstand does not have any obligation to prescreen, monitor, edit, or remove any Content. If your Content violates these Terms, you may bear legal responsibility for that Content.

Except as otherwise described in the Service's Privacy Policy, available at http://theFoodstand.com/privacy, as between you and Foodstand, any Content will be non-confidential and non-proprietary and we will not be liable for any use or disclosure of Content. You acknowledge and agree that your relationship with Foodstand is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any Content does not place Foodstand in a position that is any different from the position held by members of the general public, including with regard to your Content. None of your Content will be subject to any obligation of confidence on the part of Foodstand, and Foodstand will not be liable for any use or disclosure of any Content you provide.

It is Foodstand's policy not to accept or consider content, information, ideas, suggestions or other materials other than those we have specifically requested and to which certain specific terms, conditions and requirements may apply. This is to avoid any misunderstandings if your ideas are similar to those we have developed or are developing independently. Accordingly, Foodstand does not accept unsolicited materials or ideas, and takes no responsibility for any materials or ideas so transmitted. If, despite our policy, you choose to send us content, information, ideas, suggestions, or other materials, you further agree that Foodstand is free to use any such content, information, ideas, suggestions or other materials, for any purposes whatsoever, including, without limitation, developing and marketing products and services, without any liability or payment of any kind to you.

Reporting Copyright and Other IP Violations

We respect other people's rights, and expect you to do the same.

If you infringe other people's intellectual property rights, we will disable your account when appropriate.

For further information regarding the DMCA Policy go to thefoodstand.com/dmcapolicy.

Disclaimer of Warranties

THE SERVICE, INCLUDING, WITHOUT LIMITATION, FOODSTAND CONTENT, IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER FOODSTAND NOR ITS PARENT COMPANY NOR ANY OF THEIR EMPLOYEES, MANAGERS, OFFICERS OR AGENTS (COLLECTIVELY, THE "FOODSTAND PARTIES") MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICE; (B) THE FOODSTAND CONTENT; (C) USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO FOODSTAND OR VIA THE SERVICE. IN ADDITION, THE FOODSTAND PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

THE FOODSTAND PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE OR THE SERVER THAT MAKES THE SERVICE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE FOODSTAND PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICE IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE FOODSTAND PARTIES DO NOT WARRANT THAT YOUR USE OF THE SERVICE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE FOODSTAND PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO YOU AND THESE TERMS.

BY ACCESSING OR USING THE SERVICE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.

THE FOODSTAND PARTIES DO NOT ENDORSE CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT.

Limitation of Liability; Waiver

UNDER NO CIRCUMSTANCES WILL THE FOODSTAND PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICE; (B) THE FOODSTAND CONTENT; (C) USER CONTENT; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICE; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE FOODSTAND PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE SERVICE; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE SERVICE'S OPERATION; OR (H) ANY DAMAGE TO ANY USER'S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE FOODSTAND PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICE). IN NO EVENT WILL THE FOODSTAND PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE FOODSTAND PARTIES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS (\$100.00). YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF FOODSTAND'S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY THE FOODSTAND PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE FOODSTAND PARTIES. BY ACCESSING THE SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

FOODSTAND IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.

Indemnification

You (and also any third party for whom you operate an account or activity on the Service) agree to defend (at Foodstand's request), indemnify and hold the Foodstand Parties harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the Service or those conducted on your behalf): (i) your Content or your access to or use of the Service; (ii) your breach or alleged breach of these Terms; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. You will cooperate as fully required by Foodstand in the defense of any claim. Foodstand reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Foodstand.

Arbitration

Except if you opt-out or for disputes relating to: (1) your or Foodstand's intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents); (2) violations of the API Terms; or (3) violations of provisions 13 or 15 of the Basic Terms, above ("Excluded Disputes"), you agree that all disputes between you and Foodstand (whether or not such dispute involves a third party) with regard to your relationship with Foodstand, including without limitation disputes related to these Terms, your use of the Service, and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration under the American Arbitration Association's rules for arbitration of consumer-related disputes and you and Foodstand hereby expressly waive trial by jury. As an alternative, you may bring your claim in your local "small claims" court, if permitted by that small claims court's rules. You may bring claims only on your own behalf. Neither you nor Foodstand will participate in a class action or class-wide arbitration for any claims covered by this agreement. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if Foodstand is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either Foodstand or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms. You may opt out of this agreement to arbitrate. If you do so, neither you nor Foodstand can require the other to participate in an arbitration proceeding. To opt out, you must notify Foodstand in writing within 30 days of the date that you first became subject to this arbitration provision. You must use this address to opt out: Foodstand, 301 East Liberty Street, Suite 701 Ann Arbor, MI 48104.

You must include your name and residence address, the email address you use for your Foodstand account, and a clear statement that you want to opt out of this arbitration agreement.

If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with Foodstand.

Time Limitation on Claims

You agree that any claim you may have arising out of or related to your relationship with Foodstand must be filed within one year after such claim arose; otherwise, your claim is permanently barred.

Governing Law & Venue

These Terms are governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. For any action at law or in equity relating to the arbitration provision of these Terms, the Excluded Disputes or if you opt out of the agreement to arbitrate, you agree to resolve any dispute you have with Foodstand exclusively in a state or federal court located in Santa Clara, California, and to submit to the personal jurisdiction of the courts located in Santa Clara County for the purpose of litigating all such disputes. If any provision of these Terms is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. Foodstand's failure to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provision or right. No waiver of any of these Terms will be deemed a further or continuing waiver of such term or condition or any other term or condition. Foodstand reserves the right to change this dispute resolution provision, but any such changes will not apply to disputes arising before the effective date of the amendment. This dispute resolution provision will survive the termination of any or all of your transactions with Foodstand.

Entire Agreement

If you are using the Service on behalf of a legal entity, you represent that you are authorized to enter into an agreement on behalf of that legal entity. These Terms constitute the entire agreement between you and Foodstand and governs your use of the Service, superseding any prior agreements between you and Foodstand. You will not assign the Terms or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Foodstand. Any purported assignment or delegation by you without the appropriate prior written consent of Foodstand will be null and void. Foodstand may assign these Terms or any rights hereunder without your consent. If any provision of these Terms is found by a court of competent jurisdiction to be invalid or otherwise unenforceable, the parties nevertheless agree that such portion will be deemed severable from these Terms and will not affect the validity and enforceability of the remaining provisions, and the remaining provisions of the Terms remain in full force and effect. Neither the course of conduct between the parties nor trade practice will act to modify the Terms. These Terms do not confer any third-party beneficiary rights.

Territorial Restrictions

The information provided within the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Foodstand to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Service or any portion of the Service, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that Foodstand provides. Software related to or made available by the Service may be subject to United States export controls. Thus, no software from the Service may be downloaded, exported or re-exported: (a) into (or to a national or resident of) any country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading any software related to the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.

The effective date of these Terms is January 19, 2013. These Terms were written in English (US). To the extent any translated version of these Terms conflicts with the English version, the English version controls.

We reserve the right, in our sole discretion, to change these Terms ("Updated Terms") from time to time. Unless we make a change for legal or administrative reasons, we will provide reasonable advance notice before the Updated Terms become effective. You agree that we may notify you of the Updated Terms by posting them on the Service, and that your use of the Service after the effective date of the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms and any Updated Terms before using the Service. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Service from that point forward. These Terms will govern any disputes arising before the effective date of the Updated Terms.

Waiver, Servability & Assignment

Our failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. We may assign our rights to any of its affiliates or subsidiaries, or to any success or interest of any business associated with the Services.

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use or Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

Contact Us

If you have any questions about these Terms, please contact us at info@dietid.com.