TERMS OF USE

Last Updated: November 5, 2020

This Terms of Use (the “Terms”) is a legal agreement between you and HotDish Productions LLC (“HotDish Productions™”) and its affiliates, subsidiaries, and divisions as may change from time to time (collectively, “HotDish,” “we,” “us,” and “our”). These terms together with our [insert link to Privacy Policy] apply to HotDish’s websites, mobile applications, and other digital and interactive services that link to these Terms (together, the “Services”).

You acknowledge and agree that, by accessing or using the Services or by uploading or posting any User Content (as defined below) to the Services, you, your heirs, and permitted assigns (collectively, “you”) are indicating that you have read, understand, and agree to be bound by these Terms. If you do not agree to these Terms, then you have no right to access or use the Services and should not continue doing so.

We may, from time to time, modify these Terms. Please check this page periodically for updates. Any changes will be posted on the Services. If you do not agree to, or cannot comply with, the modified Terms, you must stop using the Services. The updated Terms will take effect after their posting and will apply on a going-forward basis, unless otherwise provided in a notice to you. Your continued use of the Services after any such update constitutes your binding acceptance of such changes.

Additional terms may apply to your use of the Services. We will provide these terms to you or post them on the Services in connection with the features to which they apply; they are incorporated by reference into these Terms. For example, HotDish’s [insert link to Privacy Policy] (which describes how we collect, use and disclose your data and your consent to such collection, use, and disclosure) is incorporated by reference and is a part of these Terms. If there is a conflict between these Terms and any additional terms that apply to a particular feature of the Services, the additional terms will control, but only to the extent of the conflict.

1. ELIGIBILITY AND SCOPE

1.1 Eligibility. To use the Services you must be, and represent and warrant that you are, of legal age and competence in the jurisdiction in which you are accessing the Services. By using the Services on behalf of any third party, you are representing to us that you are an authorized representative of that third party and that your use of the Services constitutes that third party’s acceptance of these Terms. If you have been previously prohibited from accessing the Services by HotDish, you are not permitted to access the Services.

1.2 Use Outside the United States of America. The Services are controlled and offered by HotDish from the United States of America. HotDish makes no representations that the Services are appropriate for use in other locations.  Those who access or use the Services from other locations do so at their own risk, except as otherwise expressly set forth in [insert link to Privacy Policy] and are responsible for compliance with local law. 

2. ACCOUNT REGISTRATION; ACCOUNT USE

2.1 Account Registration and Confidentiality. If you create an account to use any of the Services, during the registration process, you must select a user name and password. It is your responsibility to ensure that your password remains confidential. By registering, you agree that you will not allow others to use your account and that you are fully responsible for all activities that occur under your user name. We may assume that any communications we receive under your account have been made by you.

2.2 Unauthorized Account Use. You agree to notify HotDish immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss, damages, liability, expenses or legal fees that you may incur as a result of someone else using your password or account, either with or without your knowledge, and regardless of whether you have or have not advised us of such unauthorized use. You will be liable for losses, damages, liability, expenses and legal fees incurred by HotDish or a third party due to someone else using your account.

2.3 No Obligation to Retain a Record of Your Account. Subject to our [insert Privacy Policy], HotDish has no obligation to retain a record of your account or any data or information that you may have stored for your convenience by means of your account or the Services.

3. OUR PROPRIETARY RIGHTS

3.1 Intellectual Property Rights. The Services and all associated intellectual property rights are owned and operated by HotDish and contain material which is derived in whole or in part from material supplied by HotDish and its partners, as well as other sources, and is protected by copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws. The Services are also protected as a collective work or compilation under copyright and other law and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Services. You acknowledge that the Services have been developed, compiled, prepared, revised, selected, and arranged by HotDish and others through the application of methods and standards of judgement developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of HotDish and such others. You agree that you have and shall have no right over any of the proprietary rights in or associated with the Services save as set out in these Terms, and you shall protect such rights of HotDish and all others having rights in the Services during and after the term of these Terms and to comply with all reasonable written requests made by HotDish or its suppliers and licensors of content or otherwise (“Suppliers”) to protect their and others’ contractual, statutory, and common law rights in the Services. You agree to notify HotDish immediately upon becoming aware of any unauthorized access or use of the Services by any individual or entity or of any claim that the Services infringe upon any copyright, trademark, or other contractual, statutory, or common law rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including without limitation rights in and to all applications and registrations relating to the Services shall, as between you and HotDish, at all times be and remain the sole and exclusive property of HotDish. 

3.2 Use of Marks. You may not use any of HotDish’s trademarks, trade names, service marks, copyrights, or logos in any manner which creates the impression that such items belong to or are associated with you or, except as otherwise provided herein, are used with HotDish’s consent, and you acknowledge that you have no ownership rights in or to any such items. Other trademarks,service marks, trade names, logos and other branding used and displayed via the Services (“Third Party Mark(s)”) may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to HotDish.  Except as expressly provided herein or in terms provided by the owner of a Third Party Mark, nothing in

these Terms or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Trademarks displayed on the Services, without HotDish’s prior written permission in each instance. All goodwill generated from the use of any HotDish trademarks or servicemarks will inure to the exclusive benefit of HotDish.

4. USER CONTENT AND FEEDBACK

4.1 User Content. The Services may enable you to submit, post, upload, or otherwise make available (collectively, "post") content such as video clips, photographs, reviews, public messages, ideas, comments and other content (collectively, "User Content") that may or may not be viewable by other users. You acknowledge and agree that all User Content, whether publicly posted or privately transmitted shall be subject to our [insert link to Privacy Policy] and is the sole responsibility of the person from whom the User Content originated. You further agree that you have all required rights to post such User Content without violation of any third-party rights.

4.2 Our License to User Content. When you post User Content on or through the Services, you grant HotDish a world-wide, perpetual, irrevocable, royalty-free, non-exclusive, and sub-licenseable license to use, copy, distribute, reproduce, modify, edit, adapt, publicly perform, publicly display, translate, create derivative works from, sell, lease, transmit, disassemble, and publish such User Content, in whole or in part, in any format or medium now known or developed in the future, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels. You acknowledge and agree that your user name may be associated with any User Content that you post.

4.3 User Content Representations. You represent and warrant to us that you own or otherwise control all rights to any User Content you post on or through the Services. You agree that you will indemnify, defend, and hold harmless HotDish against all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with resulting from User Content you post. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event you will cooperate with us in asserting any available defenses.

4.4 User Content Review. You acknowledge and agree that HotDish and its designees may or may not, at HotDish’s discretion, pre-screen User Content before its appearance on the Services, but that HotDish has no obligation to do so. You further acknowledge and agree that HotDish reserves the right (but does not assume the obligation) in its sole discretion to reject, move, edit or remove any User Content that is contributed to the Services. Without limiting the foregoing, HotDish and its designees shall have the right to remove any User Content that violates these Terms or is otherwise objectionable in HotDish’s sole discretion. You acknowledge and agree that HotDish does not verify, adopt, ratify, or sanction User Content, and you agree that you must evaluate and bear all risks associated with your use of User Content or your reliance on the accuracy, completeness, or usefulness of User Content. You understand that by using the Services, you may be exposed to User Content that you may consider offensive or objectionable.

Furthermore, you acknowledge and agree that if Services provide you with an opportunity to interact with a third party’s service, e.g., Facebook, Twitter, others, you agree to abide by that third party's terms of service and privacy policy, and we encourage you to review such terms of service.

4.5 User Feedback. Any information provided to us by e-mail or other mediums, including but not limited to feedback, data, answers, questions, comments, suggestions, plans, ideas or the like, shall be deemed to be non-confidential, and we assume no obligation to protect such information from disclosure. The submission of such information to us shall in no way prevent the HotDish to, create, develop, produce, distribute, market or manufacture or use of similar products, services, plans and ideas by us for any purpose whatsoever, and we shall be free to reproduce, use, disclose and distribute the information to others without restriction.  Any and all unsolicited submissions, as defined herein, shall be subject to HotDish’s submission’s policy, as more fully set forth in Section 4.6 of the Terms.

4.6 Unsolicited Submissions. When you submit any unsolicited ideas, feedback, opinions,

techniques, images, sounds, videos, or other content to us through or relating to the Service (“Submissions”), you grant us a non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, transferable  and cost-free right and license to host, store, use, display, reproduce, modify, adapt, edit, combine with other materials, publish, distribute, create derivative works from, promote, exhibit, broadcast, syndicate, sublicense (including, without limitation, to third party media channels, platforms, and distributors), publicly perform, publicly display, and otherwise use and exploit in any manner whatsoever, or grant third parties the right to do any of the foregoing, all or any portion of your Submissions, for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. You further irrevocably grant us the right, but not the obligation, to use your name in connection with your Submissions. You also agree to waive any right of approval for our use of the rights granted herein and agree to waive any moral rights that you may have in any Submissions, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section. Our receipt of your Submissions is not an admission of their novelty, priority, or originality, and it does not impair our right to existing or future intellectual property rights relating to your Submissions. You represent and warrant that you own or have the necessary rights, licenses, consents, and permissions to grant us the rights granted in this Section. You alone, though, retain whatever legally cognizable right, title, and interest that you have in your Submission and remain responsible for them.

5. LICENSE AND PROHIBITED CONDUCT

5.1 Your License. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access and use the Services for your own personal use for the purpose that it is provided consistent with the Terms.

5.2  Prohibited Uses. Use of the Services for any illegal purpose, or any other purpose not expressly permitted in these Terms, is strictly prohibited.  Without limitation, you will not:

  • Post or otherwise provide User Content that harasses, abuses, or threatens any other person, or that contains obscene content;

  • Post User Content that degrades others on the basis of gender, race, class, ethnicity, national origin, religion, sexual preference, disability or other classification;

  • Post User Content that is unlawful, harmful, tortious, defamatory, libelous, or invasive of another's privacy;

  • Use the Services commercially (for example, as part of a service bureau), for benchmarking, or to compile information for a product or service;

  • Copy, download (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms), modify, distribute, post, transmit, display, perform, reproduce, broadcast, duplicate, publish, republish, upload, license, reverse engineer, create derivative works from, or offer for sale any content or other information contained on or obtained from or through the Services, by any means except as provided for in these Terms or with the prior written consent of HotDish;

  • Scrape, access, monitor, index, frame, link, or copy any content or information on the Services by accessing the Services in an automated way, using any robot, spider, scraper, web crawler, or any other method of access other than manually accessing the publicly-available portions of the Services through a browser or accessing the Services through any approved API;

  • Violate the restrictions in any robot exclusion headers of the Services, if any, or bypass or circumvent other measures employed to prevent or limit access to the Services;

  • Post material that advocates illegal activity or discusses illegal activities with the intent to commit them (in either case as determined by HotDish in its sole discretion);

  • Post or otherwise make available any material that contains any software, device, instructions, computer code, files, programs and/or other content or feature that is designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment (including without limitation any time bomb, virus, software lock, worm, self-destruction, drop-device, malicious logic, Trojan horse, trap door, "disabling," "lock out," "metering" device or any malicious code);

  • Post or do anything that could disable, overburden, or impair the proper working of the Services;

  • Post material that impedes or otherwise prohibits communication or disrupts user discussion;

  • Post, utilize or otherwise make available any other party's intellectual property unless you have the right to do so, or remove or alter any copyright, trademark or other proprietary notice contained on the Services;

  • Post any trade secrets or other confidential or proprietary information, or post any material that you do not have a right to make available under any law or under contractual or fiduciary relationships, including but not limited to inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements;

  • Falsely state or otherwise misrepresent your affiliation with a person or entity, or impersonate any person or entity in a manner that does not constitute parody;

  • Through misrepresentation or otherwise, solicit personal or sensitive information from other users including without limitation address, credit card or financial account information, or passwords;

  • Post spam or other advertisements or solicitations, promote commercial entities, or otherwise engage in commercial activity on or through the Services;

  • Violate the law or encourage conduct that would constitute a criminal offense or give rise to civil liability;

  • Frame, inline link, or similarly display the Services or any portion of the Services;

  • Violate these Terms or any guidelines or policies posted by HotDish;

  • Facilitate violations of these Terms or the [insert link to Privacy Policy]; and/or

  • Interfere with any other party’s use and enjoyment of the Services.

HotDish reserves the right, in its sole and absolute discretion, to remove any User Content, block access to the Services, and/or cancel the account of any user.

6. LEGAL COMPLIANCE

You acknowledge, consent, and agree that EVE may access, preserve, and disclose your account information and/or any User Content you submit or make available for inclusion on the Services, if required to do so by law or in a good faith belief that such access, preservation, or disclosure is permitted by HotDish’s [insert link to Privacy Policy] or reasonably necessary or appropriate for any of the following reasons: (1) to comply with legal process; (2) to enforce these Terms; (3) to respond to claims that any content violates the rights of third parties; (4) to protect the rights, property, or personal safety of HotDish, its agents and affiliates, its users, and the public; or (5) to address your requests.

7. TERMS OF SALE

To the extent that you make a purchase of products offered by HotDish on the Services, such purchase will be subject to separate terms of sale presented on the website or online service where the purchase is made.

8. WARRANTIES AND DISCLAIMERS

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

  • THE WARRANTIES, IF ANY, APPLICABLE TO EACH PRODUCT AVAILABLE THROUGH THE SERVICES ARE PROVIDED BY THE MANUFACTURER OF SUCH PRODUCT. ALL PRODUCTS ARE MANUFACTURED BY THIRD PARTIES.

  • YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. HOTDISH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, AND NON-INFRINGEMENT. WE DO NOT EXCLUDE OR LIMIT IN ANY WAY OUR LIABILITY TO YOU WHERE IT WOULD BE UNLAWFUL TO DO SO, HOWEVER HOTDISH ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY, INTERRUPTION OR FAILURE TO PROVIDE ANY CONTENT OR TO STORE ANY PERSONALIZATION SETTINGS OR USER MATERIALS. WHERE YOU ARE ACCESSING THE SERVICES FROM THE UK, NOTHING IN THIS AGREEMENT EXCLUDES THE LIABILITY OF HOTDISH FOR DEATH OR PERSONAL INJURY CAUSED BY HOTDISH’S NEGLIGENCE; OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION.

  • ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICES IS DOWNLOADED AND USED AT YOUR SOLE DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE, SOFTWARE, TECHNOLOGY OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT.

  • NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HOTDISH OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY.

  • EXCEPT WHERE EXPRESSLY STATED OTHERWISE, THE CONTENT OF OUR SERVICES IS NOT INTENDED TO AMOUNT TO ADVICE ON WHICH YOU SHOULD RELY. YOU MUST OBTAIN PROFESSIONAL OR SPECIALIST ADVICE BEFORE TAKING, OR REFRAINING FROM, ANY ACTION ON THE BASIS OF THE CONTENT ON OUR SERVICES.

  • THE SERVICES DO NOT PROVIDE MEDICAL OR LEGAL ADVICE. CONSULT WITH YOUR DOCTOR REGARDING ALL ISSUES RELATING TO THE PREVENTION, DIAGNOSIS OR TREATMENT OF ANY MEDICAL CONDITION, AND WITH YOUR LEGAL COUNSEL REGARDING ANY LEGAL CONCERNS.

  • HOTDISH MAKES NO REPRESENTATION, WARRANTY, GUARANTEE OR PROMISE THAT THE PRODUCTS OR SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULTS, INCLUDING EMPLOYMENT OPPORTUNITIES.

  • HOTDISH WILL NOT BE RESPONSIBLE FOR ANY THIRD-PARTY CONTENT ON SERVICES, ANY LINKS TO THIRD-PARTY WEBSITES OR ANY THIRD-PARTY WEBSITES. HOTDISH DOES NOT VET OR VERIFY USERS THAT IDENTIFY THEMSELVES AS EXPERTS ON PARTICULAR TOPICS THROUGH THE SERVICES, AND YOU AGREE NOT TO HOLD HOTDISH RESPONSIBLE FOR RELIANCE ON SUCH EXPERTS IF YOU DO NOT ACHIEVE THE RESULT S YOU EXPECT IN RELYING ON SUCH EXPERTS.

  • PACKAGING, LABELS AND INSTRUCTIONS MAY CONTAIN MANUFACTURER DISCLAIMERS AND LIMITATIONS OF LIABILITY THAT APPLY TO THE PRODUCTS HOTDISH MAKES, AND ALL DISCLAIMERS IN THIS PARAGRAPH ARE APPLICABLE ON BEHALF OF HOTDISH ITSELF AND ITS LICENSORS AND SUPPLIERS.

NOTWITHSTANDING THIS SECTION 6 OF THE TERMS, NOTHING SET FORTH IN THIS SECTION IS INTENDED TO APPLY TO AND DOES NOT APPLY TO ANY RIGHTS AVAILABLE TO CONSUMERS PURSUANT TO THE NEW JERSEY TRUTH-IN-CONSUMER CONTRACT, WARRANTY AND NOTICE ACT (“TCCWNA”), N.J.S.A. 56:12-14, ET SEQ. OR IN VIOLATION OF ANY OTHER APPLICABLE CONSUMER PROTECTION STATUTE OR OTHER APPLICABLE LOCAL, STATE, OR FEDERAL LAW. 

9. LIMITATION OF LIABILITY

IN NO EVENT WILL HOTDISH, ITS RESPECTIVE MEMBERS, MANAGERS, OFFICERS, PRINCIPLES, DIRECTORS, EMPLOYEES, SHAREHOLDERS, FINANCIAL AND LEGAL ADVISORS, OR REPRESENTATIVES (AND ALL AFFILIATES, SUCCESSORS AND ASSIGNS OF ANY OF THE FOREGOING) (COLLECTIVELY “HOTDISH” FOR PURPOSES OF THIS SECTION) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM THE PERFORMANCE, USE OF OR THE INABILITY TO USE THE SERVICES OR PRODUCTS, EVEN IF HOTDISH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF STATUTE OR OTHERWISE. HOTDISH WILL NOT BE LIABLE FOR THE COST OF REPLACEMENT PRODUCTS, SERVICES, LOSS OF REVENUE OR LOSS OF GOOD WILL. IN ANY EVENT, OUR AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNT PAID FOR THE PRODUCT OR SERVICE TO WHICH THE CLAIM RELATES OR, IF THE CLAIM DOES NOT RELATE TO A PRODUCT OR SERVICE, $100.

EXCEPT AS OTHERWISE EXPRESSLY AGREED BY SEPARATE WRITTEN AGREEMENT, HOTDISH’S SERVICES ARE PROVIDED FOR DOMESTIC AND PRIVATE USE. YOU AGREE NOT TO USE OUR SERVICES FOR ANY COMMERCIAL OR BUSINESS PURPOSES, AND WE HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY.

HOTDISH DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY WEBSITE FEATURED OR LINKED TO THROUGH THE SERVICE, AND HOTDISH WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. HOTDISH WILL NOT BE LIABLE FOR THE OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY. YOU VOLUNTARILY ASSUME THE RISK OF HARM OR DAMAGE FROM THE FOREGOING. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW.

NOTWITHSTANDING THE FOREGOING, THESE DISCLAIMERS DO NOT EXCLUDE ANY PRODUCT LIABILITY CLAIMS, STATUTORY CONSUMER RIGHTS, DAMAGES ASSOCIATED WITH PERSONAL INJURY OR RESULTING FROM INTENTIONAL MISCONDUCT, RECKLESSNESS, FRAUD, OR GROSS NEGLIGENCE.

FURTHER NOTWITHSTANDING ANY LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 9 OF THE TERMS, AND NOTWITHSTANDING ANY AND ALL OTHER SECTIONS OF THE TERMS AND ALL OF THE PROVISIONS AND LANGUAGE THEREIN, THESE TERMS AND SECTION 9 OF THESE TERMS ARE NOT INTENDED TO APPLY TO AND DO NOT APPLY TO ANY RIGHTS AVAILABLE TO CONSUMERS PURSUANT TO THE NEW JERSEY TRUTH-IN-CONSUMER CONTRACT, WARRANTY AND NOTICE ACT (“TCCWNA”), N.J.S.A. 56:12-14, ET SEQ. OR IN VIOLATION OF ANY OTHER APPLICABLE CONSUMER PROTECTION STATUTE OR OTHER APPLICABLE LOCAL, STATE, OR FEDERAL LAW.

If you are a California resident, you hereby waive California Civil Code §1542, which says: "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." This release includes the criminal acts of others.

10. INDEMNITY

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HOTDISH AND ITS RESPECTIVE MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, FINANCIAL AND LEGAL ADVISORS, AND REPRESENTATIVES (AND ALL AFFILIATES, SUCCESSORS AND ASSIGNS OF ANY OF THE FOREGOING), HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING WITHOUT LIMITATION, REASONABLE LEGAL FEES AND DISBURSEMENTS, MADE BY ANY THIRD PARTY IN CONNECTION WITH OR ARISING OUT OF YOUR USE OF THE SERVICES, YOUR CONNECTION TO THE SERVICES, YOUR VIOLATION OF THE TERMS OR THE HOTDISH [insert link to PRIVACY POLICY], YOUR VIOLATION OF AN APPLICABLE LAW, YOUR SUBMISSION, POSTING, OR TRANSMISSION OF USER CONTENT TO THE SERVICES, AND/OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF SUCH DISPUTES, AND IN ANY EVENT YOU WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.

NOTWITHSTANDING THE INDEMNITY SET FORTH IN THIS SECTION 10, THESE TERMS AND SECTION 9 OF THESE TERMS ARE NOT INTENDED TO APPLY TO AND DO NOT APPLY TO ANY RIGHTS AVAILABLE TO CONSUMERS PURSUANT TO THE NEW JERSEY TRUTH-IN-CONSUMER CONTRACT, WARRANTY AND NOTICE ACT (“TCCWNA”), N.J.S.A. 56:12-14, ET SEQ. OR IN VIOLATION OF ANY OTHER APPLICABLE CONSUMER PROTECTION STATUTE OR OTHER APPLICABLE LOCAL, STATE, OR FEDERAL LAW.

11. ADVERTISERS

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Services, 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. You agree that HotDish shall not be 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 advertisers on or through the Services.

12. THIRD-PARTY LINKS AND SERVICES

The Services may provide (1) information and content provided by third parties; (2) links to third-party websites or resources, such as sellers of goods and services; and (3) third-party products and services for sale directly to you. Please note that some of these links may be affiliate marketing links encoded by third party partners. This means that we may earn a commission when you click on or make purchases via affiliate links, and affiliate partners may use cookies to understand your use of the Services. HotDish is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for (i) any content, advertising, products, or other materials on or available from such sites or resources, (ii) any errors or omissions in these websites or resources, or (iii) any information handling practices or other business practices of the operators of such sites or resources. You further acknowledge and agree that HotDish shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any linked sites or resources. Your interactions with such third parties will be governed by the third parties’ own terms of service and privacy policies, and any other similar terms.

13. MODIFICATION AND TERMINATION

13.1 Modification of Services. HotDish reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof), with or without notice. You agree that HotDish shall not be liable to you or any third party for any modification, suspension or discontinuance of the Services.

13.2 Termination. These Terms are effective unless and until terminated by you or us. We may, in our sole and absolute discretion, deny you access to all or part of the Services at any time for any or no reason at all, with or without notice to you. Grounds for such termination shall include, but not be limited to, (a) breaches or violations of these Terms or other agreements, (b) requests by law enforcement or government agencies, (c) discontinuance or material modification of the Services (or any part thereof), (d) unexpected technical or security issues or problems, (e) extended periods of inactivity (f) activities related to protecting the rights, property or safety of HotDish, its agents and affiliates, its users and the public; or (g) if you provide any information, including registration information, that is false, inaccurate, out-of-date, or incomplete. If we terminate for no reason your right to access the Services, we will fulfill our obligations to you related to any order outstanding at the time of termination. If you terminate your account, you will remain liable under these Terms for any purchase made prior to termination. If we terminate your right to access the Services, these Terms will terminate and all rights you have to access the Services will immediately terminate; however, certain provisions, rights, remedies, obligations or liabilities accrued up to the date of termination set out in these Terms will still apply post termination.

14. Dispute Resolution and Governing Law/Severability: Absent mutual agreement to pursue alternate dispute resolution through mediation or non-binding arbitration, the parties agree that relief for any claim or dispute must be sought in any state or federal court of competent jurisdiction in New York County, NY or in the Southern District of New York. This Agreement will in all respects be governed by, interpreted, construed, and enforced in accordance with the laws of the State of New York applied to contracts made and performed in New York, without regard to its conflict-of-law provisions. If any part of these Terms is considered invalid, it shall be enforced as effectively as possible while all other provisions remain in full effect.

16. GENERAL TERMS

16.1 Force Majeure. Under no circumstances shall HotDish be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control (“Force Majeure Event”), which Force Majeure Event shall include but not be limited to fire, flood, snow, flood, public health emergency, disease, infectous disease, epidemic, pandemic, virus, public mental health disorder, widespread public panic for any reason, quarrantine for any reason, whether by order of public authority or related to any Force Majeure Event, earthquake, volcanic eruption, dust, dust storm or sand storm, tsunami, flood, snow or ice event, tropic storm or hurricane, solar flare, pollution, atmospheric disturbance, explosion, accident, nuclear detonation, danger from any animal or insect vector, labor dispute or strike, ban on travel via any mode of transportation on land, sea or in air, stock market crash, disruption of banking services locally, nationally, or globably, bank failure, trade dispute or trade war, computer virus, computer hacking or other disruption arising from misuse of any computer or computer network, denial of service attack upon any computer or network, computer virus, malware, or worms, or other incident that impairs or degrades the use of any computer, compter network, or the internet, blackout or brown out, or any disruption of electrical service or the electric grid arising from any cause, Act of God or public enemy, riot, terrorism, or civil disturbance, biological or chemical attack by any person, entity, state or nonstate actor, whether known or unknown, invasion, occupation or other act by any state or non-state actor that causes disruption of civil society, war (whether declared or undeclared) or armed conflict, foreign or domestic governmental law, order or regulation, order of any court of competent jurisdiction, failure of common carriers, or other cause of a similar or different nature not within the control of HotDish. For the avoidance of doubt, to effect the intent of the parties hereto, the foregoing provision shall be interpreted and construed based upon the economic impact of the force majeure event upon HotDish and any impairment of its ability to perform in connection with the purpose of this Agreement, and shall not be interpreted or construed by the legal doctrine of impossibility under New York law.

16.2 No Waiver; Severability. No waiver of any term of these Terms will be binding unless in writing, no waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and the failure of HotDish to exercise or enforce any right or remedy in these Terms does not waive that right or remedy. If an arbitrator or a court of competent jurisdiction finds any provision of these Terms to be invalid, the parties agree that the court should endeavor to give effect, to the maximum extent permitted by law, to the parties’ intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.

16.3 Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.

16.4 Miscellaneous. These Terms (and all terms and conditions incorporated herein) constitute the entire agreement between you and HotDish and govern your use of the Services, and products provided by HotDish, and supersede any prior agreements between you and HotDish on the subject matter. These Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you. These Terms, and any rights or licenses granted hereunder, may be assigned or delegated by HotDish without restriction. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns. These Terms may not be modified by an oral statement by a representative of HotDish. No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms. You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form. These Terms will not be construed against the drafter. “Include(s)” or “including” means, respectively, “include(s) without limitation” or “including without limitation”, unless expressly stated otherwise. If you are using the Services for or on behalf of the U.S. government, your license rights do not exceed those granted to non-government consumers. The section titles in these Terms are for convenience only and have no legal or contractual effect.

16.5 Notices. We may deliver notice to you by e-mail, posting a notice on the Services or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following physical or email address: info@hotdishproductions.com.   

17. QUESTIONS

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