The ShopWell website located at www.shopwell.com (the "Website") is a copyrighted work belonging to ShopWell Solutions, Inc. ("ShopWell"). ShopWell provides an online food information service that provides users nutrition information, customized product grades, and other tools and services to find better products for users and their family. Such services may be accessed through the Website or ShopWell's mobile application ("Mobile App") (such services, the Website, and the Mobile App, collectively the "Services"). THIS TERMS OF SERVICE AGREEMENT ("AGREEMENT") SETS FORTH THE LEGALLY BINDING TERMS FOR YOUR USE OF THE SERVICES. THIS AGREEMENT IS ACCEPTED BY YOUR ACCESSING AND/OR USE OF THE SERVICES. YOU MAY NOT ACCESS AND/OR USE THE SERVICES OR ACCEPT THE AGREEMENT IF YOU ARE NOT OF 18 YEARS OLD. BY ACCESSING AND/OR USING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THE AGREEMENT AND TO ABIDE BY ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU DO NOT AGREE WITH ALL PROVISIONS OF THIS AGREEMENT, PLEASE DO NOT ACCESS AND/OR USE THE SERVICES.
ALL INFORMATION CONTAINED ON THE SERVICES (INCLUDING THE WEBSITE AND MOBILE APP), INCLUDING NUTRIENT CONTENT INFORMATION, INGREDIENT LISTS AND INFORMATION RELATING TO MEDICAL AND HEALTH CONDITIONS IS FOR INFORMATIONAL PURPOSES ONLY AND NOT PROVIDED AS MEDICAL ADVICE. SHOPWELL DOES NOT ASSUME ANY LIABILITY FOR INACCURACIES OR MISSTATEMENTS ABOUT PRODUCTS, WHETHER BASED ON THIRD PARTY INFORMATION OR ON RATINGS GENERATED BY SHOPWELL. YOU SHOULD CAREFULLY READ ALL INFORMATION PROVIDED BY THE MANUFACTURERS OF THE PRODUCTS OR IN THE ACTUAL PRODUCT PACKAGING AND LABELS, INCLUDING FOR FOOD ALLERGEN AND CONTACT INFORMATION, NUTRIENT CONTENT, QUALIFIED HEALTH CLAIMS, AND DISCLAIMERS REGARDING FOOD SUPPLEMENT STRUCTURE AND FUNCTION CLAIMS, BEFORE USING OR CONSUMING A PRODUCT. FOR ADDITIONAL INFORMATION ABOUT A PRODUCT, PLEASE CONTACT THE MANUFACTURER.
INFORMATION ON THE SERVICES IS NOT INTENDED AS A SUBSTITUTE FOR THE ADVICE PROVIDED BY A HEALTHCARE PROFESSIONAL. YOU SHOULD NOT USE INFORMATION ON THE SERVICES FOR THE DIAGNOSIS OR TREATMENT OF A HEALTH PROBLEM OR DISEASES. YOU SHOULD ALWAYS CONSULT YOUR HEALTHCARE PROVIDER BEFORE MAKING ANY DIETARY OR NUTRITIONAL CHANGES.
IN ADDITION TO ALL OTHER LIMITATIONS AND DISCLAIMERS IN THIS AGREEMENT, SHOPWELL DISCLAIMS ANY LIABILITY OR LOSS IN CONNECTION WITH THE CONTENT PROVIDED ON THE SERVICES.
2.1 Account Creation. In order to use certain features of the Services, you must register for an account with ShopWell ("ShopWell Account") on the Website and provide certain information about yourself as prompted by the Website registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Services does not violate any applicable law or regulation or the terms of this Agreement. You may delete your ShopWell Account at any time, for any reason, by following the instructions on the Website. ShopWell may suspend or terminate your ShopWell Account in accordance with Section 10.
2.4 Login with Third Party Accounts. If you have a Facebook, MySpace, Twitter, OpenID, Yahoo or Google account ("Third Party Account"), UserVoice will allow you to log in to the ShopWell Feedback Forum using your login information from these Third Party Accounts. Your Third Party Account is provided by the applicable third party website and subject to such third party website's separate terms of service (e.g., Facebook's terms of service). Once you allow the Website to connect with these third parties, you will be able to use your login information from these Third Party Accounts to log into the Website. UserVoice, and not ShopWell, will be collecting such login information from you.
3.1 License. Subject to the terms of this Agreement, ShopWell grants you a non-transferable, non-exclusive, license (without the right to sublicense) to (i) use the Services solely for your personal, non-commercial purposes, and (ii) install and use the Mobile App, solely on your own handheld mobile device (e.g., iphone, black berry, etc. as applicable) and solely for your personal, non-commercial purposes.
3.2 Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) you shall not access the Services in order to build a similar or competitive service; and (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Services shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Website content must be retained on any copies.
3.3 Modification. ShopWell reserves the right, at any time, to modify, suspend, or discontinue the Services (including the Website and Mobile App) or any part thereof with or without notice. You agree that ShopWell will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof.
3.4 Ownership. You acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Services (including the Website and Mobile App but excluding any User Content) are owned by ShopWell or ShopWell's licensors. The provision of the Services does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. ShopWell and its suppliers reserve all rights not granted in this Agreement.
4.2 License. By using your User Content with the Services, you automatically grant, and you represent and warrant that you have the right to grant, to ShopWell an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including your User Content in the Services. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
4.3 Feedback. ShopWell will treat any feedback or suggestions you provide to ShopWell as non-confidential and non-proprietary. Thus, in the absence of a written agreement with ShopWell to the contrary, you agree that you will not submit to ShopWell any information or ideas that you consider to be confidential or proprietary.
The following sets forth ShopWell's "Acceptable Use Policy":
5.1 You agree not to use the Services to collect, upload, transmit, display, or distribute any User Content (a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) that is unlawful, harassing, abusive, tortious, threatening, harmful, abusive, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; or (c) in violation of any law, regulation, or obligations or restrictions imposed by any third party.
5.2 In addition, you agree not to use the Services to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d) interfere with or disrupt servers or networks connected to the Services or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Services, other computer systems or networks connected to or used together with the Services, through password mining or other means; or (f) harass or interfere with another user's use and enjoyment of the Services.
5.3 We reserve the right (but have no obligation under this Agreement) to review any User Content, investigate, and/or take appropriate action against you, in our sole discretion, if you violate the Acceptable Use Policy or any other provision of this Agreement, including removing or modifying your User Content, terminating your ShopWell Account in accordance with Section 10, and/or reporting you to law enforcement authorities. We may also remove or modify your User Content if it, in our sole judgment, violates the rights of, harms, or threatens the safety of any other person, or creates liability for us or any other person. In order to cooperate with legitimate governmental requests, subpoenas or court orders, or to protect our business and customers, we may access and disclose any information consider necessary or appropriate, including your ShopWell Account username and password, IP address and traffic information, usage history, and your User Content.
6.2 Third Party Sites & Ads. The Services might contain links to third party websites and advertisements for third parties (collectively, "Third Party Sites & Ads"). Such Third Party Sites & Ads are not under the control of ShopWell and ShopWell is not responsible for any Third Party Sites & Ads. ShopWell provides these Third Party Sites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites & Ads. You use all Third Party Sites & Ads at your own risk. When you link to a Third Party Site, the applicable service provider's terms and policies, including privacy and data gathering practices govern. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
6.3 Other Users. Each user of the Service is solely responsible for any and all its User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility for any User Content. Your interactions with other Service users are solely between you and such user. You agree that ShopWell will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Service user, we are under no obligation to become involved.
6.4 Release. You hereby release us, our officers, employees, agents and successors from claims, demands any and all losses, damages, rights, claims, and actions of any kind including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with or conduct of any App Store, any other Service users, or any Third Party Sites & Ads. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "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."
THE SERVICES (INCLUDING THE WEBSITE, MOBILE APP, AND WEBSITE CONTENT) ARE PROVIDED "AS-IS" AND AS AVAILABLE AND WE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES (INCLUDING THE WEBSITE, MOBILE APP, OR WEBSITE CONTENT): (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. WE MAKE NO WARRANTY REGARDING THE THIRD PARTY SITES & ADS. PLEASE ALSO REVIEW THE SPECIFIC DISCLAIMERS IN SECTION 1.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
IN NO EVENT SHALL WE (AND OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES (INCLUDING THE WEBSITE, MOBILE APP, OR WEBSITE CONTENT), OR THIRD PARTY SITES & ADS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES (INCLUDING THE WEBSITE, MOBILE APP, AND WEBSITE CONTENT), AND THIRD PARTY SITES & ADS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR (AND OUR SUPPLIERS') LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SERVICES (INCLUDING THE WEBSITE, MOBILE APP, OR WEBSITE CONTENT), FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY US DOLLARS ($50) OR (B) AMOUNTS YOU'VE PAID SHOPWELL IN THE PRIOR 12 MONTHS (IF ANY).
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
You agree to indemnify and hold ShopWell, its parents, subsidiaries, affiliates, any related companies, its suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (i) your use of the Services, (ii) your User Content, or (iii) your violation of this Agreement. ShopWell reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of ShopWell. ShopWell will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
Subject to this Section, this Agreement will remain in full force and effect while you use the Services. We may (a) suspend your rights to use the Services (including your ShopWell Account) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Services in violation of this Agreement or if we believe you are younger than 18. Upon termination of this Agreement, your ShopWell Account and right to access and use the Services will terminate immediately. You understand that any termination of your ShopWell Account involves deletion of your User Content associated therewith from our live databases. ShopWell will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your ShopWell Account or deletion of your User Content. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 2.2-2.4, 4 –14.
ShopWell respects the intellectual property of others and asks that users of our services do the same. In connection with our services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney's fees incurred by us in connection with the written notification and allegation of copyright infringement.
The designated Copyright Agent for ShopWell is: Michelle Lee, c/o ShopWell Solutions, Inc, 100 Forest Avenue, Palo Alto, California, 94301. Phone: 877-389-7467. Email: email@example.com.
12.1 Changes to Terms of Service. This Agreement is subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes on our Website. Any material changes to this agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Website. These changes will be effective immediately for new users of our Website. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
12.2 Governing Law. This Agreement shall be governed by the laws of the State of California without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the state courts and federal courts located within Santa Clara County, California for the purpose of litigating all such claims or disputes. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction.
12.4 Copyright/Trademark Information. Copyright © 2010, ShopWell. All rights reserved. All trademarks, logos and service marks ("Marks") displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
The following additional terms and conditions apply to you if you are using a Mobile App from the Apple App Store.
1. Acknowledgement: ShopWell and you acknowledge that this Agreement is concluded between ShopWell and you only, and not with Apple, and ShopWell, not Apple, is solely responsible for the Mobile App and the content thereof. To the extent this Agreement provides for usage rules for the Mobile App that are less restrictive than the Usage Rules set forth for Mobile Apps in, or otherwise is in conflict with, the App Store Terms of Service, the more restrictive or conflicting Apple term applies.
2. Scope of License: The license granted to you for the Mobile App is limited to a non-transferable license to use the Mobile App on an iPhone OS Product that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service.
3. Maintenance and Support: ShopWell is solely responsible for providing any maintenance and support services with respect to the Mobile App, as specified in this Agreement, or as required under applicable law. ShopWell and you acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Mobile App.
4. Warranty: ShopWell is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Mobile App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Mobile App to you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Mobile App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be ShopWell's sole responsibility.
5. Product Claims: ShopWell and you acknowledge that ShopWell, not Apple, is responsible for addressing any claims of you or any third party relating to the Mobile App or your possession and/or use of that Mobile App, including, but not limited to: (i) product liability claims; (ii) any claim that the Mobile App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. This Agreement does not limit ShopWell's liability to you beyond what is permitted by applicable law.
6. Intellectual Property Rights: ShopWell and you acknowledge that, in the event of any third party claim that the Mobile App or your possession and use of that Mobile App infringes that third party's intellectual property rights, ShopWell, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
7. Legal Compliance: You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
8. Name and Address:
Any questions, complaints, or claims about this Agreement should be addressed to firstname.lastname@example.org, or by mail to:
ShopWell Solutions, Inc.
100 Forest Ave.
Palo Alto, CA 94301
9. Third Party Terms of Agreement: You must comply with applicable third party terms of agreement when using the Mobile App.
10. Third Party Beneficiary: ShopWell and you acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
The following additional terms and conditions apply to you if you are using a Mobile App.
Certain items of independent, third-party code may be included in the Mobile App that are subject to the GNU General Public License ("GPL") or other open source licenses ("Open Source Software"). Such Open Source Software is licensed under the terms of the license that accompanies such Open Source Software. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for such Open Source Software. In particular, nothing in this Agreement restricts your right to copy, modify, and distribute such Open Source Software that is subject to the terms of the GPL.
Portions of this product Copyright 2008 ZXing Authors
Licensed under the Apache License, Version 2.0 (the "License"); you may not use this file except in compliance with the License. You may obtain a copy of the License at:
Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied.
See the License for the specific language governing permissions and limitations under the License.