This agreement (“Terms”) describes the terms on which Salad Labs Inc. (“Salad Labs,” “our,” “us” or “we”) offer you access to any online service offered by us, including any of our websites (“Sites”) and through Content (as those terms are defined in the Terms). The Sites and Content, collectively, are referred to as “Service”. This offer is conditioned on your agreement to all of the terms and conditions contained herein, including the policies and terms linked to or otherwise referenced in the Terms. If you do not agree to the Terms, you are not authorized to use the Service. Any person or entity (“you”) accessing and using the Service agrees to and is bound by the Terms.
By accepting the Terms in connection with an account, you represent that you are at least 18 years of age and you have the legal authority to enter into the Terms. If you are under 18 years of age, then please do not use our Service.
Payments and Use of Virtual Credits
The Service includes a component of virtual tokens that you (i) earn (“Cheddar”) and/or (ii) may earn or purchase (“Green”) (collectively, along with any other virtual tokens or currency, (“Virtual Currency”), each of which constitutes a limited license permission to use features of our Service as set forth below. Upon meeting certain conditions, you may also have the opportunity to obtain Virtual Currency through promotional offers from our third-party partners. Salad Labs reserves the right to charge fees to acquire or use Virtual Currency and Salad Labs may, in our sole discretion, change our pricing at any time.
When you obtain Virtual Currency, Salad Labs hereby grants you a limited license to use the Service including access and use of our Content, applications, services, the purchase of virtual in-game items, and various user-created features, in accordance with the Terms. This limited License is non-transferable. Except as permitted by the Terms or otherwise expressly permitted by Salad Labs, this limited license may not be sublicensed, encumbered, conveyed or made subject to any right of survivorship or other disposition by operation of law or otherwise, and you agree that any attempted disposition in violation of the Terms is null and void. Salad Labs may revoke this limited license at any time without notice, refund or compensation in the event that: (i) the Virtual Currency program is suspended or discontinued; (ii) Salad Labs determines that fraud or other illegal conduct is associated with the holder's account; (iii) Salad Labs imposes an expiration date on usage of any Virtual Currency in compliance with applicable laws and regulations; (iv) the holder's account is terminated for violation of the Terms; or (v) the holder becomes delinquent on any of that user's payment requirements, ceases to maintain an active account or terminates use of this Service by cancelling the associated account.
You acknowledge that Virtual Currency is not real currency or any type of financial instrument and is not redeemable for any sum of money from Salad Labs or any other party at any time, rather it is measurement of the extent of your limited license. You agree that Salad Labs has the right to manage, regulate, control, and/or modify the license rights underlying such Virtual Currency as it sees fit and that Salad Labs will have no liability to you based on our exercise of this right. Salad Labs makes no guarantee as to the nature, quality or value of the features of the Service that will be accessible through the use of Virtual Currency, or the availability or supply of Virtual Currency.
Should you elect to use portions of our Sites that have pricing and require payment, you agree to pay all applicable charges set by us, including any applicable taxes or charges imposed by any government entity.
You acknowledge that it is your responsibility to ensure payment in advance for all paid aspects of the Service, and to ensure that your credit or debit cards or other payment instruments accepted by us or a designated third party continue to be valid and sufficient for such purposes. Salad Labs may exercise our suspension or termination rights as provided in the Terms in the event of any payment delinquency. Any purchase by you confirms your agreement to these Terms.
YOU ACKNOWLEDGE THAT WE ARE NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON, AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR UNUSED VIRTUAL CURRENCY WHEN AN ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY.
Member Account, Password and Security
We may allow you to connect to the Service through a third-party application (e.g. Facebook Connect). You may establish an account with data provided to Salad Labs by a third party who provides a gateway to our Service through the use of an API (i.e. Facebook Connect), in which case you may have a separate, additional account relationship with such third party. This relationship in no way modifies, lessens or alters your obligations under these Terms. Access to the Sites through third parties may be available or discontinued at the discretion of Salad Labs. You acknowledge that Salad Labs is not liable for the acts or omissions of such third parties, which are not the partner or representative of Salad Labs or endorsed or controlled by Salad Labs. Alternatively , if available, we may allow you the opportunity to create a unique user name and password upon completing the Service's registration process. In either situation, you are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You may establish one or more additional accounts, provided that your existing account is in good standing and you are otherwise in full compliance with the Terms. You agree to provide accurate, current and complete information about yourself as prompted in any registration process and to use any account management tools provided to you in order to keep your registration data accurate, current and complete. You may not transfer or assign your account and its contractual rights, licenses and obligations, to any third party without prior written consent of Salad Labs. You agree to (a) immediately notify us of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. We will not be liable for any loss or damage arising from your failure to comply with this Section.
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not Salad Labs, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Service. Salad Labs does not control the Content posted and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will Salad Labs be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.
You agree not to attempt to damage, deny service to, hack, crack, reverse-engineer, or otherwise interfere (collectively, “Interfere”) with the Sites in any manner. If you, in any way, Interfere with the Sites, you agree to pay all damages incurred by Salad Labs, including any consequential damages, and agree that the measure of hard to determine damages will be the highest estimate of damages as provided by Salad Labs. Salad Labs will cooperate with the authorities in prosecuting any user who interferes with the Sites, attempts to defraud Salad Labs, or attempts to defraud credit card companies or any other parties through use of the Sites or Service.
You agree to not use the Service to:
upload, post, email, transmit or otherwise make available any Content for any commercial purpose or that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
harm minors in any way;
impersonate any person or entity;
upload, post, email, transmit or otherwise make available any Content that You do not have a right to make available under any law or under contractual or fiduciary relationships;
upload, post, email, transmit or otherwise make available any Content that infringes any copyrights, trademarks, service marks, trade dress, publicity rights, database rights, patent rights, and other intellectual property rights or proprietary rights recognized by law (“Intellectual Property Rights”) of any party;
upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising,
promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
intentionally or unintentionally violate any applicable local, state, national or international law;
Salad Labs reserves the right to refuse any or all service to you or any user for any reason, at any time, at Salad Labs’ sole discretion. You agree that Salad Labs may block your IP address or addresses at any time, and at Salad Labs’ sole discretion, thereby disallowing your continued use of any of our Sites.
Compliance With Terms and Laws
You shall use the Service only in compliance with the Terms, and all other applicable U.S., state, local, and international laws (including, but not limited to, policies and laws related to spamming, copyright and trademark infringement, defamation, privacy, obscenity, and child protective email address registry laws). You also agree not to intentionally or unintentionally violate any applicable local, state, national, or international law.
Although Salad Labs has no obligation to review the content provided by you or your use of the Service, Salad Labs might do so and may block any content and/or terminate any use of the Service that Salad Labs believes may be (or is alleged to be) in violation of the foregoing.
The following provisions apply to users outside the United States:
You consent to having your personal data transferred to and processed in the United States; and
If you are located in a country embargoed by the United States, or are on the U.S. Treasury Department's list of Specially Designated Nationals you will not engage in commercial activities on Salad Labs (such as advertising or payments).
Anti-SPAM; Digital Millennium Copyright Act; Copyright Complaints
Email messages sent in connection with the Service contain an “unsubscribe” link that allows you to remove themselves from email messages. You acknowledge and agree that you will not hide, disable, or remove or attempt to hide, disable, or remove the opt-out link from the email invitation . Salad Labs will manage and process unsubscribe requests received within ninety days of submission. Intellectual property infringement on the Service is a violation of the Terms, and you agree not to engage in such infringement. It is our policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”) and to terminate the accounts of repeat infringers in appropriate circumstances. We operate an intellectual property complaint process for complaints that a user’s Content infringes another's intellectual property. Salad Labs reserves the right to disable, delete or terminate, without notice, any user's Content or access to the Service if that user is determined by Salad Labs to infringe or repeatedly infringe.
If you believe that your work has been used on our Site or network in any manner that constitutes copyright infringement, please notify our Salad Labs copyright agent by written notice. The notice should include the following information:
An electronic or physical signature of a person authorized to act on behalf of the owner of the copyright allegedly infringed;
A description of the copyrighted work you claim has been infringed, including a copy of the copyrighted work or the web page address where the copyrighted work may be found;
Identification of the location on the Site of the material you claim has been infringed, or the link or reference to another website that contains the material you claim has been infringed;
Your name, address, telephone number and email address;
A statement by you that you have a good faith belief that the disputed use of the material at issue is not authorized by the copyright owner, the agent of the copyright owner or the law; and
A statement by you that the information in this notification is accurate and a statement, under penalty of perjury, that you are the copyright owner of the material allegedly infringed or authorized to act on the copyright owner's behalf.
Our Salad Labs copyright agent for notice of claims of copyright infringement for the Service is Adam Goldblatt who can be reached at following:
By mail: Adam Goldblatt, c/o Salad Labs, 6100 4th Avenue S., #532, Seattle, WA 98108
By email: email@example.com
By telephone: 425-522-3368
By facsimile: 206-350-2882
Modifications to Service
Salad Labs reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Salad Labs shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service (or any part thereof).
The Sites and all Content exist only as long as and in the form that we may provide the Service, and all aspects of the Service are subject to change, modification or elimination, in Salad Labs’ sole discretion, with or without notice, when the amended Terms are posted by Salad Labs. Salad Labs has the right to change and/or eliminate any aspect(s), features or functionality of the Service as it sees fit at any time without notice, and Salad Labs makes no commitment, express or implied, to maintain or continue any aspect of the Service. You acknowledge that your use of the Service is subject to this risk and that you knowingly assume it and make your decisions to participate in the Service, contribute Content and spend your money accordingly. You also acknowledge that we reserve the right to delete accounts that are inactive for an extended period of time.
You do not acquire ownership of any Intellectual Property Rights associated with the Service itself or use of the Service. You do not acquire ownership of any copies of the Content, or transfer of any copyright or other Intellectual Property Rights in the Content. Any use of the terms “Buy,” “Buyer,” “Purchase,” Purchaser,” “Sale,” “Sell,” and “Seller” and similar terms have corresponding meanings to their root terms are not transfers of ownership but are licenses to use the Service as provided in the Terms.
Your Intellectual Property Rights and Grant of Limited License
You retain any and all Intellectual Property Rights you already hold under applicable law in Content you upload, publish, and submit to or through the Servers, Sites, and other areas of the Service, subject to the rights, licenses, and other conditions of the Terms, including any underlying rights of other users or Salad Labs in Content that you may use or modify.
In connection with Content you upload, publish, or submit to any part of the Service, you affirm, represent, and warrant that you own or have all necessary Intellectual Property Rights, licenses, consents, and permissions to use and authorize Salad Labs and users of the Service to use the Content in the manner contemplated by the Service and the Terms.
Because the law may or may not recognize certain Intellectual Property Rights in any particular Content, you should consult a lawyer if you want legal advice regarding your legal rights in a specific situation. You acknowledge and agree that you are responsible for knowing, protecting, and enforcing any Intellectual Property Rights you hold, and that Salad Labs cannot do so on your behalf.
You agree that by uploading, publishing, or submitting any Content to our Sites, or other areas of the Service, you hereby automatically grant Salad Labs a non-exclusive, worldwide, royalty-free, sublicenseable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Content solely for the purposes of providing and promoting the Service.
You understand that this license enables Salad Labs to display, distribute, promote, and improve the Service. You agree that the license includes the right to copy, analyze and use any of your Content as Salad Labs may deem necessary or desirable for purposes of debugging, testing, or providing support or development services in connection with the Service and future improvements to the Service. The license granted in this Section is referred to as the “Service Content License.”
You agree that by uploading, publishing, or submitting any Content to any publicly accessible areas of the Service, you hereby grant each user of the Service a non-exclusive license to access such Content through the Service, and to use, reproduce, distribute, prepare derivative works of, display, and interact with other users on the Service in accordance with the Terms.
You may delete copies or instances of your Content that you have displayed through the normal functionality of the Service. In such event, the licenses granted by you shall terminate in the manner provided below, but only for those particular copies or instances of Content that you have deleted from the Service.
You acknowledge that this termination will not apply to any other copies or instances of the same Content that you have not specifically deleted from the Service or for Content you transferred to other users of the Service.
You also acknowledge that the Service Content License granted to Salad Labs with respect to your Content will survive any such termination solely as follows to permit Salad Labs: (i) to retain server copies of particular instances of your Content, including copies stored in connection with back-up, debugging, and testing procedures; and (ii) to enable the exercise of the licenses granted in the Terms for any other copies or instances of the same Content that you have not specifically deleted from the Service, including those that may be displayed elsewhere or exist in other users' accounts.
Our License Grant to You for Access to the Service
Salad Labs grants you certain licenses to access and use the Service while you are in full compliance with the Terms. Salad Labs hereby grants you a non-exclusive, non-transferable, non-sublicenseable, limited, revocable license to access and use the Service as set forth in the Terms and expressly conditioned upon you and each of your accounts remaining active, in good standing, and in full compliance with the Terms. Additional terms may apply to certain elements of the Service; these terms are available where such separate elements are made available on the Sites. If there is any contradiction between any additional terms and the Terms, then the additional terms shall take precedence only in relation to that particular element of the Service.
Any use of the Service, including Content on the Service, other than as specifically authorized in the Terms, without the prior written permission of Salad Labs, is strictly prohibited and will terminate all licenses granted herein.
Links to Third Parties
In utilizing any web site not under Salad Labs’ control that you may access through the Service (e.g. by link, frame, or any other means) (each a “Linked Site”) you may be invited to participate in a promotional offer in return for receiving some form of Virtual Currency or other optional component that you may use in connection with the Service. Any charges or obligations you incur in your dealings with these third parties are your responsibility. Salad Labs makes no claims or representations regarding any content, goods and/or services provided by any third party even if linked to from our Service, and will not be liable for any claim relating to any third party content, goods and/or services.
Any link, frame, or any other means to access any Linked Site provided by Salad Labs or otherwise on the Site does not constitute Salad Labs’ endorsement, recommendation, or acceptance of any responsibility for the content of that Linked Site or the operators of that Linked Site. A Linked Site is not under the control of Salad Labs and as such may collect data or solicit personal information from you. Salad Labs is not responsible for any Linked Sites content, business practices or privacy policies, or for the collection, use or disclosure of any information those sites may collect.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SERVICE MAY INCLUDE INACCURACIES. CHANGES ARE PERIODICALLY MADE TO THE SERVICE AND TO THE INFORMATION THEREIN. SALAD LABS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN AND TO THE SERVICE AT ANY TIME. SALAD LABS MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, LACK OF VIRUSES OR OTHER HARMFUL COMPONENTS AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATEDGRAPHICS CONTAINED WITHIN THE SITE AND SERVICES FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. SALAD LABS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE AND NON-INFRINGEMENT.
YOU SPECIFICALLY AGREE THAT SALAD LABS SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT OR ANY TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH A SALAD LABS SITE/SERVICE. YOU AGREE NOT TO HOLD SALAD LABS LIABLE FOR THE CONTENT, ACTIONS, OR INTACTION OF OTHER USERS. YOU SPECIFICALLY AGREE THAT SALAD LABS IS NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. YOU SPECIFICALLY AGREE THAT SALAD LABS IS NOT RESPONSIBLE FOR ANY CONTENT SENT USING AND/OR INCLUDED IN THE SITE OR ANY OTHER SALAD LABS WEB SITE OR SERVICE BY ANY THIRD PARTY.
IN NO EVENT SHALL SALAD LABS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE OR USE OF THE SERVICE, WITH THE DELAY OR INABILITY TO USE THE SITE OR USE OF THE SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE OR USE OF THE SERVICE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE OR USE OF THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SALAD LABS OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR THE SERVICE, OR WITH ANY OF THE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE OR USE OF THE SERVICE. SALAD LABS’ AGGREGATE LIABILITY ARISING OUT OF THE TERMS WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST TWELVE MONTHS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, SALAD LABS’ LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
If anyone brings a claim against us related to your actions with the Service including, but not limited to Content or information on the Sites, you will indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.
The Terms shall be governed by and construed in accordance with the laws of the State of Washington, without regard to any conflict of laws principles. You and Salad Labs agree to submit to the exclusive jurisdiction of the courts located within the county of King, Washington to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Salad Labs shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
If for any reason a court of competent jurisdiction finds any provision or portion of the Terms to be unenforceable, the remainder of the Terms will continue in full force and effect.
These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of the Terms will be effective only if in writing and signed by Salad Labs.