Effective: October 31, 2015
Memphis Woodfire Grills, LLC (“Memphis Grills”) provides content and functionality through its website at https://memphisgrills.com/ (“Site”) and through its mobile application (“App”) subject to these terms and conditions (the “Terms”). These Terms describe the rules for using the Site (including all subsidiary webpages and access to any optimized version of the Site via a wireless device) and/or the App and are legally binding between Memphis Grills and you, the person using this Site or App. Terms such as “we,” “our” and “us” refer to Memphis Grills. Our Site and App are together referred to as the “Services.”
By accessing and using the Site, or by downloading or using the App, you agree to be bound by these Terms. We may update these Terms at any time, and such updated versions will be posted on the Site and made available through a link in the App. By continuing to use the Services after the Terms are updated, you consent to any such updated version of these Terms.
All matters related to warranties of products purchased from Memphis Grills, including relating to online or App-based registration of a warranty, will be governed by our warranty terms provided along with such products.
© 2015 Memphis Wood Fire Grills, LLC. All Rights reserved.
License Terms for downloading or accessing Website and/or App Services
Any downloading, accessing or using any of the Services shall be pursuant to these license terms between you and Memphis Grills. Subject to these Terms, Memphis Grills hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access the Services and otherwise view and use the Services, on computing devices that you own or control, to the extent permitted by its intended functionality, for your own individual personal, non-commercial purposes and not for the sublicense to or use by third parties. Any other use not authorized herein is strictly prohibited and a violation of these Terms. Memphis Grills may revoke and/or terminate the foregoing license with respect to any aspect of the Services at any time, for any or no reason. Except as otherwise specifically permitted in these Terms, you shall not: (a) modify, download, intercept, or create any derivative works of the Services, including any translations or localizations thereof; (b) access or use the Services through an application or means not authorized by Memphis Grills; (c) copy, store, edit, change, exploit, download, prepare any derivative work of, or alter in any way any of the content made available through the Services; (d) license, sell, rent, lease, encumber, transfer, assign, distribute, disclose, post, make available, permit time sharing or simultaneous use of, or otherwise exploit the Services to or for the benefit of any third party; (e) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, underlying ideas, or structure or organization of the Services; (f) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols, or labels on the Services; (g) publish or provide any results of any Services, in whole or in part, aggregated or otherwise, to a third party without our prior written consent; (h) if applicable, provide any username and password used to access the Services to any third party; (i) use any systems or means, automated or otherwise, to access, acquire, copy, scrape, harvest, or monitor any part of the Services; or (j) aid or encourage any third party to engage in any activity that would constitute a breach of these Terms. ANY USE OF THE SERVICES NOT SPECIFICALLY PERMITTED UNDER THESE TERMS IS STRICTLY PROHIBITED.
Use of Content
The content provided through the Services is intended to provide general information about Memphis Grills and our products. All content on the Services, including text, graphics, icons, logos, and images and their selection and arrangement (collectively “Content”), is the exclusive property of Memphis Grills or, if applicable, our licensors, and is protected by U.S. and international copyright laws. All rights not expressly granted are reserved.
Memphis Grills may, in its sole discretion, suspend or discontinue the Services or any Content at any time without notice. Memphis Grills gives you permission to access, download, display and print one copy of the Content for your personal or internal business use, provided that you do not modify any Content and that you retain all copyright and proprietary notices contained in the materials. You may not otherwise “mirror,” reproduce, modify, distribute, transmit, post, or use the Content in any other media without Memphis Grills’ prior written consent.
The Memphis Grills logo and other trademarks, service marks, and logos (“Trademarks”) used and displayed on the Services are the registered and unregistered trademarks of Memphis Grills. Other trademarks, service marks, logos and trade names belong to their respective owners and are used with permission and for identification purposes only. Nothing within the Services grants any license or right to use any Trademarks or other intellectual property displayed within the Services. Memphis Grills prohibits the use of the Memphis Woodfire Grills trade name or Trademarks for advertising or marketing purposes, including displaying them on websites or in press releases, without Memphis Grills’ written permission.
Content may include information about products that are not available in your country. To inquire about our products in your specific region, please contact us using the Contact Us form. Further if any Content is made available in languages other than English, such translations are provided as a convenience and Memphis Grills makes no representations regarding the accuracy or completeness of the translations however provided.
Links to Third-party Websites
Additionally, if you access a non-Memphis Grills website that includes a Memphis Grills Trademark, for example the website of a Memphis Grills partnering organization or client, please understand that such websites and their content are not controlled, operated or endorsed by Memphis Grills.
From time to time, the Services may have certain sections that allow you to post or otherwise publish materials on the Services. While Memphis Grills reserves the right to reject or remove any content or posting, in whole or in part, for any reason in its discretion, Memphis Grills does not and cannot review all information posted to the Services by users and is not responsible for such content. You agree that that you shall not post or otherwise publish on the Services any materials that (a) are threatening, libelous, defamatory, or obscene; (b) would violate the law or the rights of other parties; (c) infringe the intellectual property, privacy, or other rights of other parties; (d) contain a computer virus or other destructive element; (e) contain advertising; or (f) constitute or contain false or misleading statements. Memphis Grills shall own and have the unrestricted right to use, publish, and otherwise exploit any and all content that you post on the Services and you hereby waive any claims against Memphis Grills for any alleged or actual infringements of any rights of privacy or publicity, moral rights, or rights of attribution in connection with Memphis Grills’ use and publication of such submissions.
The Services and Content is intended to provide general information to the public about Memphis Grills, our products and featured artists and is not intended to constitute medical, mental health-related or other professional advice or services. While we strive to maintain the site as accurate and up-to-date, the Content may include inaccurate or outdated information or information about products that are no longer available. Memphis Grills does not represent the accuracy or reliability of any statement or information made available on or through the Services.
THE SERVICES AND ALL CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MEMPHIS GRILLS AND ANY THIRD PARTY PROVIDERS OF SITE CONTENT OR MATERIALS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE OWNERSHIP, ACCURACY, OR ADEQUACY OF THE SERVICES OR CONTENT.
Indemnification and Limitation of Liability
You agree to defend, indemnify, Memphis Grills and its subsidiaries, affiliates, officers, directors, employees and agents as well as any third party providers of services relating to the Services or Content as well as their respective affiliates, and their officers, directors, employees and agents (collectively “Service-Related Parties”), harmless from any claim, demand, or damage, including reasonable attorneys’ fees, arising out of or related to your breach of these Terms or your use or misuse of the Content or Services.
YOU AGREE THAT NONE OF THE SERVICES-RELATED PARTIES SHALL BE LIABLE FOR ANY DAMAGE RESULTING FROM YOUR USE OR INABILITY TO USE THE SITE, SITE CONTENT OR ANY PRODUCTS SOLD THROUGH THE SERVICES. THIS PROTECTION COVERS CLAIMS BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, AND ANY OTHER LEGAL THEORY. THIS PROTECTION COVERS THE SERVICES-RELATED PARTIES AND ALL LOSSES INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, AND PUNITIVE DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION. THE TOTAL, CUMULATIVE, LIABILITY OF THE SERVICES-RELATED-PARTIES FOR LOSSES OR DAMAGES SHALL BE LIMITED TO THE AMOUNT OF YOUR ACTUAL DAMAGES, NOT TO EXCEED U.S. One Dollar ($1.00). THE LIMIT OF LIABILITY MAY NOT BE EFFECTIVE IN SOME STATES. IN NO EVENT SHALL THE SERVICES-RELATED PARTIES BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES OTHER THAN THE AMOUNT DESCRIBED ABOVE. ALL OTHER DAMAGES, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE, RESULTING FROM ANY USE OF THE SITE OR CONTENT ARE EXCLUDED EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT YOU USE THIS SITE AND THE PRODUCTS AT YOUR OWN RISK. IF YOU ARE DISSATISFIED WITH THE SERVICES OR CONTENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.
Governing law; Jurisdiction
These Terms are governed by the laws of the State of Minnesota without reference to the principles of conflicts of laws thereof. You agree that the only proper jurisdiction and venue for any dispute with Memphis Grills relating to your use of the Services, is in the state and federal courts in the State of Minnesota, U.S.A. You further agree and consent to the exercise of personal jurisdiction in these courts in connection with any dispute involving Memphis Grills or its employees, officers, directors, agents and providers. If any provision of these Terms is determined to be invalid under any applicable statute or rule of law, such provision is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable. Before seeking legal recourse for any harm you believe you have suffered arising from or related to your use of the Services, you agree to inform us in writing and to give us 30 days to cure the harm before initiating any action. You must initiate any cause of action within one year after the claim has arisen, or you will be barred from pursuing any cause of action.
Acknowledgment regarding No Liability of Marketplace; and Marketplaces as Third Party Beneficiary
The parties acknowledge that Memphis Grills (and not Apple, Inc. or any other app marketplace) shall be responsible for providing any support for the App and for addressing any warranty, product or infringement claims relating to the App. You agree and acknowledge that with respect to your use of the App on an iOS device, Apple, Inc. and its subsidiaries, are third party beneficiaries of these Terms, and upon your acceptance of these Terms by downloading or accessing the App on an iOS device, Apple, Inc. will have the right (and will be deemed to have accepted the right) to enforce the Terms against you as a third party beneficiary thereof.