SAVORY LIVING TERMS OF USE & SUBSCRIPTION AGREEMENT

Savory Living LLC (“Savory Living,” “we”, “us” or “our”) maintains this Terms of Use and Subscription Agreement (this “Agreement”) to set forth the terms and conditions applicable to our services accessible through the Website (the “Website”), any mobile or web-based application (the “Apps”), and any fee-based products or offerings, including the 12-session program or monthly support continuation program (the “Fee-Based Products”, together with the Website and App, the “Services”)). Your use of the Website, Apps or Fee-Based Products is subject at all times to this Agreement and our privacy policy (“Privacy Policy”). Any inconsistencies between this Agreement and the Privacy Policy shall be resolved by us in our sole and absolute discretion.

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING, DOWNLOADING OR USING THE SERVICES. BY ACCESSING, DOWNLOADING OR USING THE SERVICES, YOU WILL BE BOUND BY THIS AGREEMENT.

BY SELECTING THE “YES” OR “DOWNLOAD” OR “SUBSCRIBE” BUTTON, YOU CONSENT TO BE BOUND BY THIS AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THIS AGREEMENT AND YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN SELECT THE “NO” BUTTON OR DO NOT ACCESS ANY OF THE SERVICES.

YOU MAY NOT USE THE SERVICES IF: (A) YOU CANNOT ENTER INTO A BINDING CONTRACT WITH SAVORY LIVING; (B) YOU ARE NOT ALLOWED TO RECEIVE PRODUCTS, INCLUDING SERVICES OR SOFTWARE, FROM THE UNITED STATES; OR (C) YOU HAVE PREVIOUSLY BEEN BANNED FROM USING THE SERVICES. 

1. Scope of Agreement

Unless we indicate otherwise, this Agreement applies to your use of the Websites, which includes any website owned or operated by Savory Living including, without limitation all current websites and any website that we may own or operate in the future, the Apps, including any software upgrades that may replace or supplement the current version of the Apps, and any Fee-Based Product that we may offer currently or in the future. The terms of this Agreement cover and benefit Savory Living and its affiliates. For purposes of this Agreement, “affiliates” shall mean any entity or person, directly or indirectly, owning a controlling interest in, owned by, or under common ownership control with Savory Living.

2. Your Use of the Website, the Apps and the Fee-Based Products

Unless otherwise specified, we grant you a non-exclusive, non-transferable, revocable, limited license to access and use the Website, the Apps, and the Fee-Based Products that you subscribed to, for your personal, noncommercial use, provided that you comply fully with the provisions of this Agreement. You may not assign, transfer or sublicense your rights as a registered user of, or subscriber to, the Website, the Apps and/or our Fee-Based Products. You are financially responsible for all usage or activity that occurs under your account. The Service is hosted in the United States and intended for use solely by individuals in the United States. If you choose to use the Service from the European Union or other regions of the world with laws governing data collection and use that may differ from U.S. law, then please note that you are transferring your Personal Information outside of those regions to the United States for storage and processing.

If you do not comply with this Agreement at any time, we reserve the right to cancel, terminate, deactivate, or delete your account, and/or access to any or all of the Services. If your account is deactivated or deleted, we may also delete all information related to your account as well as all related information. In our sole discretion and without prior notice or liability, we may discontinue, modify or alter any aspect of the Website, the Apps, or the Fee-Based Products, including, but not limited to, (i) restricting the time when the Website, the Apps and/or a Fee-Based Product is available, (ii) restricting the amount of use permitted, and (iii) restricting or terminating any user’s right to use the Website, the Apps and/or any of the Fee-Based Products. Your only right with respect to any disagreement with any change, modification, or discontinuation of any of the Services by us pursuant to this Agreement, or any of our policies or practices, is to cancel or terminate your subscription or account, as applicable, and to stop using the Services. From time to time, we may supplement this Agreement with additional terms and conditions pertaining to specific content, activities or events (“Additional Terms”). Such Additional Terms may be placed on the Website to be viewed in connection with the specific content, activities, features or events and shall be identified as such. Any such Additional Terms are hereby incorporated by reference into this Agreement.

3. Charges and Fees for Fee-Based Products

Certain components, content and features offered by Savory Living are only available to individuals who purchase a subscription to one or more of our Fee-Based Products. As a subscriber to one or more of our Fee-Based Products, you agree as follows:

A. You will pay the fixed and periodic charges and fees set forth for the applicable Fee-Based Product (such as the recurring Monthly Fee), applicable taxes, and other charges and fees using a valid credit card (or other form of payment, which we may accept from time to time). We reserve the right to increase charges and/or fees, or institute new charges or fees at any time, upon reasonable advance notice communicated to you, which may include posting on the Website, the Apps, or such other means as we may deem appropriate. We will automatically charge your identified payment source at the start of your billing period (which will be established by the day you sign up) unless you terminate or cancel your subscription before the relevant renewal period begins. If a charge is denied or declined at any time, we reserve the right to terminate your access to the Fee-Based Products.

B. You are responsible for all charges and fees associated with connecting to and using the Website, the Apps and the Fee-Based Products, including without limitation telephone access (including long-distance charges, when applicable), internet service provider fees, telephone and computer equipment, and any other fees and charges.

C. You will provide us with true, accurate and complete information as required by the subscription or sign up process for each Fee-Based Product (“Subscription Data”). The Subscription Data may include your legal name, address, telephone number, email address and applicable billing information (e.g., credit card number and expiration date). We reserve the right to share your Subscription Data with third parties for the purpose including verification of the accuracy of the Subscription Data and billing your credit card or otherwise charge your account. You will maintain and promptly update the Subscription Data and any other information you provide to us to maintain its accuracy. Without limiting any other provision of this Agreement, if any Subscription Date are untrue, inaccurate, or incomplete, or we have reasonable grounds to suspect that such is the case, we reserve the right to suspend or terminate your account or subscription and refuse any and all current or future use by you of the Services. You will not register or subscribe for more than one account, create an account on behalf of someone else, or create a false or misleading identity in your use of the Services.

If your registration or subscription is revoked for any reason, you may not re-register or re-subscribe using another user name or through any other means. If we have reason to suspect, in our sole discretion, that your account has previously been terminated, we reserve the right to terminate any new account(s) that you register without notice to you, or to exercise any other remedies available to us under this Agreement or by law.

D. You are solely responsible for maintaining the confidentiality of your account information, including your password. You must notify us immediately in the event of any known or suspected unauthorized use of your account, or any known or suspected breach of security of your account, including loss, theft, or unauthorized disclosure of your or any other user’s account information, password or financial information. As set forth in this Agreement, you are solely liable for any use of your account, including subscription services. You are entirely responsible for any and all activities that occur under your account.

E. The fees, including the full monthly fee for any month (or portion thereof) that has elapsed (regardless of whether you used a Fee-Based Product during that month), are non-refundable except: (1) if you cancel your subscription within 5 days (or such other period as required by law or identified by Savory Living) of your initial purchase, we will refund the full amount of such initial purchase; or (2) if we terminate your subscription, other than for cause, prior to the end of an applicable billing period for which you have been charged, we will refund a pro share of such fee for the remainder of the applicable billing period.

F. From time to time, we may offer special or discounted plans that include a specified commitment with predetermined early termination fees in lieu of our standard cancellation policy.  If you subscribe to such a plan and you decide to cancel at any time prior to the end of the commitment plan period, you will be charged the predetermined early termination fee as specified in the terms of such plan.

4. Cancellation of Subscription

Either you or Savory Living may terminate or cancel your subscription to a Fee-Based Product at any time. Cancellation or termination of your subscription is your sole right and remedy with respect to any dispute with us including, without limitation, any dispute related to, or arising out of: (i) the terms of this Agreement or our enforcement or application of this Agreement; (ii) any practice or policy of Savory Living, including our Privacy Policy or our enforcement or application of such policies; (iii) the content available through the Website and the Apps or any change in content provided through the Website or on or through a Fee-Based Product; (iv) your ability to access and/or use the Website, the Apps or any Fee-Based Product; or (v) the amount or types of our fees or charges, surcharges, applicable taxes, or billing methods, or any change to our fees or charges, applicable taxes, or billing methods. Upon cancellation or termination of your subscription to a Fee-Based Product, we may immediately deactivate your account and all related information and/or files in your account and/or bar any further access to such information and/or files, the Website, the Apps and/or the Fee-Based Products, except as we may otherwise provide from time to time.

You may cancel your subscription online by logging into your account or emailing us at cancel@savoryliving.com. We attempt to process all cancellation requests as timely as possible, but cannot guarantee a specific time for processing. If you cancel prior to the beginning of your next billing period, but are charged for such period’s fee, contact Customer Service to have the charges reversed. If you use a Fee-Based Product during that next period, you will not be entitled to a refund. We reserve the right to collect fees, surcharges, or costs incurred before your cancellation becomes effective.

5. Availability of Fee-Based Products

The availability and use of our Fee-Based Products (or any portion thereof) may be limited based on demographic, geographic, health or other criteria as we may establish from time to time. You understand and agree we may disallow you from subscribing to our Fee-Based Products or may terminate your subscription to our Fee-Based Products at any time based on criteria identified by us in our sole discretion.

6. Privacy and Security

We are committed to protecting the privacy and security of information shared with us. The terms of our Privacy Policy, which are incorporated into this Agreement by this reference, set forth how Savory Living protects, use, and discloses information.

7. Disclaimer

The information contained in the Services is for informational purposes only. It is intended to be used by you to make informed decisions about your health, but it is not a substitute for treatment by or the advice of a professional healthcare provider. Savory Living is not responsible for your use or misuse of any information may available through the Services, which includes any adverse effects or consequences resulting from the use of any recipes, suggestions, or information described hereafter.

None of the Services have been evaluated by the Food and Drug Administration or any other federal, state or local regulatory agency. None of the Services are intended to diagnose, treat, cure, or prevent disease or to be considered medical or psychological advice.

Savory Living and any board certified health coaches or other individuals that we may retain or use make no claims to any specialized medical training, nor do we dispense, offer or otherwise provide medical advice or prescriptions. Your health coach acts as a guide to help you reach goals that you set for your participation in any Service offered by Savory Living. Before engaging in any diet and/or lifestyle change, you may wish to consult with your medical provider. You can then make your own informed decisions based upon what is best for your unique situation. The Services may provide physiological data about your body along with information applications and content published over the internet and is intended only to assist you with your personal health, fitness and wellness efforts. Savory Living is not a medical organization and our staff cannot give you medical advice or diagnosis. Nothing contained in the Services should be construed as such advice or diagnosis. The information and reports generated by us should not be interpreted as a substitute for physician consultation, evaluation, or treatment. You are urged and advised to obtain professional medical advice before beginning any health, fitness and wellness related effort or regimen.

8. Third Party References and Materials

The Services may include reference to products, services, trademarks or hyperlinks of third parties. No such reference(s) shall constitute or imply an endorsement or recommendation by Savory Living.

9. Restrictions on Use of Materials

The Website, the Apps and the Fee-Based Products contain information, software, photos, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, recipes, notes, drawings, articles and other materials (collectively, the “Content”) that are protected by copyrights, patents, trademarks, trade secrets and/or other proprietary rights (the “Intellectual Property Rights”). The Intellectual Property Rights are valid and protected in all forms, media and technologies existing now or hereafter developed. You may not modify, publish, republish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the Content, in whole or in part. When Content is downloaded to your computer or mobile phone, you do not obtain any ownership interest in such Content. Modification of the Content or use of the Content for any purpose other than use of the Services, including, but not limited to, use of any Content in printed form or on any other website or networked computer environment is strictly prohibited unless you receive our prior written consent, which may be granted or withheld in our sole discretion.

10. Standards and Conduct Guidelines

You acknowledge that all Content posted, emailed, or otherwise transmitted to or on our Savory Living message boards, community groups, or other forums that can be accessed via the Website, the Apps, online, social media, or any other location, whether posted at our request or voluntarily, and whether publicly posted or privately transmitted (collectively, the “Postings”), are the sole responsibility of the person making each such Posting. We do not control the Postings and we do not guarantee the accuracy, integrity or quality of any Posting. Although we have adopted standards and conduct guidelines for users in making Postings and using our Services (as described below), you understand that by using the Services, you may be exposed to Postings that are offensive or objectionable. Under no circumstances will we be liable in any way for any Posting (other than for Content developed by us or our affiliates), including, but not limited to, for any errors or omissions in any Posting, or for any loss or damage of any kind that you may incur as a result of the use of any Posting.

In using the Services, you will not do any of the following:

  • Upload, post, email or otherwise transmit any Posting or other materials that are unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable (which determinations may be made in our sole discretion);

  • Harm minors in any way, or solicit or otherwise attempt to gain any information from a minor;

  • Impersonate any person or entity, including, but not limited to, any user, director, officer, employee, shareholder, member, agent or representative of Savory Living or our affiliates, or any other person or entity, or falsely state or otherwise misrepresent your affiliation with Savory Living, our affiliates or any other person or entity;

  • Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Posting or other materials transmitted to or through our Services;

  • Upload, post, email or otherwise transmit any Posting or other materials that you do not have a right to upload, post, email or otherwise transmit under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

  • Upload, post, email or otherwise transmit any Posting or other materials that infringe upon any patent, trademark, trade secret, copyright, right of privacy or publicity or other proprietary rights of any party;  

  • Upload, post, email or otherwise transmit any advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of commercial solicitation;

  • Upload, post, email or otherwise transmit any Posting or other materials that contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

  • Disrupt the normal flow of dialogue, or otherwise act in a manner that negatively affects or otherwise diminishes the quality of another user’s experience;

  • Interfere with or disrupt our servers or networks connected to our Website or the Apps, or disobey any requirements, procedures, policies or regulations of networks connected to our Website and/or the Apps;

  • Intentionally or unintentionally violate any applicable local, state, federal or international law, including, but not limited to, any regulations having the force of law;

  • “Stalk” or otherwise harass another user of our Services;

  • Solicit, collect or post personal data or attempt to solicit, collect or post personal data about other users, including user names or passwords;

  • Access or attempt to access another user’s account without his or her consent;

  • Post, transmit, promote, distribute or provide links to illegal content;

  • Alter, delete or cancel any other user’s account;

  • Use any robot, spider, scraper, or other automated means to access the Services for any purposes without our express written permission or bypass measures we may use to prevent or restrict access to the Services;

  • Engage in, promote or encourage any illegal or fraudulent activity, including hacking, cracking or distribution of counterfeit software or identity theft;

  • Upload Content or make any Posting that displays URLs containing harmful or malicious code or corrupted data;

  • Use or distribute “auto” software programs, “macro” software programs or other “cheat utility” software programs or applications; or

  • Engage in any other conduct that we, in our sole and absolute discretion, deem to violate this Agreement.

Your privilege to use and/or access any or all portions of the Services and contribute to discussions depends on your compliance with the standards and conduct guidelines set forth in this Agreement. We may revoke your privileges to use all or a portion of our Services and/or take any other appropriate measures to enforce these standards and conduct guidelines if we detect or suspect any violations, or if any violations are brought to our attention. If you fail to adhere to our standards and conduct guidelines, or any other part of this Subscription Agreement, we may terminate, in our sole discretion, your use of, or participation in our Services. We reserve the right to monitor some, all, or no areas of our Services for adherence to the standards and conduct guidelines set forth above or for any other purpose. You acknowledge that by providing you with the ability to contribute Postings, we are acting as a passive conduit for such distribution and we are not undertaking any obligation or liability relating to any of your Postings or activities, nor do we endorse any of your Postings or other activities. Although we reserve the right to remove, without notice, any Posting for any reason, we have no obligation to review Content prior to the Content’s posting or to delete Postings that you may find objectionable or offensive. We are not responsible for maintaining a copy of any material we remove from the Services, and we are not liable for any loss you incur in the event that Content you post or transmit is removed.

11. Submissions

You grant Savory Living and its successors and assigns a royalty-free, perpetual, irrevocable, non-exclusive right (including any moral rights) and license (as well as consent) to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, communicate to the public, perform and display any Posting (in whole or in part and with or without the use of your name) worldwide and/or to incorporate any Posting in other works in any form, media, or technology now known or later developed, for the full term of any copyrights, trademarks and other intellectual and proprietary rights (collectively, the “Rights”) that may exist in such Posting. You also warrant that, to the extent you are not the exclusive holder of all Rights in a Posting, any third party holder of any Rights, including moral rights in such Posting, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You further acknowledge that Savory Living and its successors and assigns shall be entitled to unrestricted use of the Posting for any purpose whatsoever, commercial or otherwise, without compensation to you. You also permit any user to access, display, view, store and reproduce any Posting that you have made available in Connect for personal use. Subject to the foregoing, the owner of a Posting retains any and all Rights that may exist in such Posting. Except as provided in the Privacy Policy, no Posting shall be subject to any obligation of confidence on our part, and we shall not be liable for any use or disclosure of any Posting.

12. Parental or Guardian Permission

CHILDREN UNDER THE AGE OF 13 ARE NOT PERMITTED TO USE THE SERVICES without parental or guardian consent and/or supervision. We strongly recommend that children between the ages of 13 and 18 ask for a parent’s or guardian’s permission before using the Services.

13. Links

This Agreement applies only to the Services offered or maintained by Savoring Living, and not to the websites, content or services of any other person or entity. We may provide, or third parties may provide, links to other websites or resources. Savory Living is not responsible for the availability of such external sites or resources, and does not endorse (and is not responsible or liable for) any content, advertising, products, or other materials on or available from such third party websites or resources. Under no circumstances, will Savory Living be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to you in connection with your use of, or reliance on, any content, advertisements, products or other resources available on any other website (regardless of whether we directly or indirectly link to such content, advertisements, products or other resources). You should direct any concerns with respect to any other website to that website’s administrator or webmaster.

14. Third Party Products and Services

It may be possible for you to order services, merchandise or other products through the Services from third parties that are no affiliated with or otherwise connected to Savory Living (collectively, the “Third Party Sellers”). All matters concerning such services, merchandise and other products from the Third Party Sellers, including, but not limited to, purchase terms, payment terms, warranties, guarantees, maintenance and delivery, are solely between you and the applicable Third Party Seller. We make no warranties or representations whatsoever with regard to any services, merchandise and other products provided by any Third Party Seller. You will not consider us (and we will not be construed as) a party to such transactions, whether or not we may have received some form of revenue or other remuneration in connection with such transactions, and we will not be liable for any costs or damages arising out of, either directly or indirectly, you or any other person involved or related to the transactions.

15. Copyright Complaints

We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and in our sole discretion, terminate the rights of any user to use the Services (or any part thereof) who infringes the intellectual property rights of others. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the internet infringes their rights under United States copyright law. If you believe that your work has been copied in a way that constitutes copyright infringement or are aware of someone doing so, please contact us and include the following information:

  • a physical or electronic signature of the owner of the copyright or a person authorized to act on behalf of the owner;

  • identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works are covered by a single notification, a representative list of such works);

  • identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material;

your name, mailing address, telephone number and email address;

  • a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and

  • a statement by you that the information in your notification is accurate, and that you attest under penalty of perjury that you are the copyright owner or that you are authorized to act on the copyright owner’s behalf.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices should be sent to our designated agent for notice of claims of copyright infringement: Savory Living LLC, 74 Kent St. #10, Brookline, MA 02445.

16. Disclaimers of Warranties

THE WEBSITE, APPS, FEE-BASED PRODUCTS AND ANY OTHER CONTENT, MATERIALS OR INFORMATION ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATABILITY, SECURITY, ACCURACY OR NON-INFRINGEMENT. NONE OF SAVORY LIVING, ITS AFFILIATES OR ANY OF THEIR DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, AGENTS OR REPRESENTATIVES WARRANT THAT THE SERVICES, OR ANY FUNCTION CONTAINED IN SERVICES, WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES, OR ANY SERVERS HOSTING THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES AND ANY OTHER CONTENT, MATERIALS OR INFORMATION OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR SOLE RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, PHONE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF THE SERVICES AND ANY OTHER CONTENT, MATERIALS OR INFORMATION. NONE OF SAVORY LIVING, ITS AFFILIATES OR ANY OF THEIR DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, AGENTS OR REPRESENTATIVES WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES AND ANY OTHER CONTENT, MATERIALS OR INFORMATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ADVICE OR INFORMATION, OBTAINED BY YOU FROM OUR PERSONNEL OR THROUGH THE WEBSITE OR THE APPS SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.

17. Limitation of Liability

YOUR SOLE REMEDY FOR DISSATISFACTION WITH YOUR USE OF THE SERVICES AND/OR OUR CONTENT IS TO STOP USING THE SERVICES AND/OR THE CONTENT. UNDER NO CIRCUMSTANCES WILL SAVORY LIVING, ITS AFFILIATES OR ANY OF THEIR DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY (COLLECTIVELY, THE “EXCLUDED DAMAGES”), ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF OR INABILITY TO USE THE SERVICES OR ANY OF THE CONTENT, INCLUDING: LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL OR DATA; ANY FAILURE OF PERFORMANCE, DENIAL OF SERVICE, ATTACK, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION OR COMPUTER VIRUS; OR THIRD PARTY THEFT OF, DESTRUCTION OF, UNAUTHORIZED ACCESS TO, ALTERATION OR USE OF YOUR INFORMATION, EQUIPMENT OR PROPERTY, EVEN IF SAVORY LIVING HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN THE EXCLUDED DAMAGES. FURTHER, SAVORY LIVING WILL NOT BE RESPONSIBLE FOR ANY FAILURE TO COMPLY, BY YOU OR ANY THIRD PARTY, WITH THIS AGREEMENT OR WITH APPLICABLE FEDERAL, STATE, LOCAL OR INTERNATIONAL LAWS. THESE LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF: (I) ANY NEGLIGENCE OR GROSS NEGLIGENCE OF SAVORY LIVING, ITS AFFILIATES OR ANY OF THEIR DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR (II) WHETHER THE LIABILITY SOUNDS IN NEGLIGENCE, STRICT LIABILITY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LEGAL LIABILITY; AND WILL REMAIN IN EFFECT EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY OR EXCLUSION OF WARRANTIES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN THOSE STATES, SAVORY LIVING’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL SAVORY LIVING’S AGGREGATE LIABILITY TO YOU EXCEED ONE HUNDRED DOLLARS ($100).

18. Indemnification

You agree to indemnify, hold harmless and, at our option, defend Savory Living and our affiliates, and our and their officers, directors, employees, stockholders, members agents and representatives from any and all third party claims, liability, damages and/or costs (including, but not limited to, reasonable attorney’s fees and expenses) arising from your improper use of the Services or any of our other products or offerings, your violation of this Agreement, or your infringement, or the infringement or use by any other user of your account, of any intellectual property or other right of any person or entity.

19. Governing Law and Choice of Forum

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to your use of the Services or this Agreement shall be filed only in the state or federal courts located in Boston in the Commonwealth of Massachusetts and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

20. Miscellaneous

In any action against us arising from the use of the Services, the prevailing party shall be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs, both taxable and non-taxable, and reasonable attorneys’ fees.

If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. This Agreement, together with the Privacy Policy and any Additional Terms, are the entire agreement between you and Savoy Living relating to the subject matter of this Agreement. In the event of any conflict between this Agreement, Privacy Policy or the Additional Terms, this Agreement shall control.

This Agreement may be modified only by our posting of changes to this Agreement, or by written agreement of both parties. If you access any of the Services following any such change, you will be deemed to have accepted any such change.

We may assign our rights and obligations under this Agreement. This Agreement will inure to the benefit of our successors, assigns and licensees. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of this Agreement, or to exercise any right under this Agreement, will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.