Terms and Conditions
Last Updated June 8, 2016
1. This Agreement.
1.1 Acceptance. Please read this Agreement carefully before otherwise accessing the Website. In order to use the Website and before you purchase any of our products and/or services, you must first agree to be bound by the terms and conditions set forth in this Agreement. By accessing the Website, you indicate that you have read, understood and agree to be bound by the terms and conditions set forth in this Agreement. If you do not agree to be bound by this Agreement, you are not authorized to use the Website. Furthermore, you are not authorized to use the Website if (a) you are not of legal age or otherwise do not have the legal capacity to form a binding contract with KMH, or (b) you are a person barred from using the Website either (i) under the laws of the country in which you reside or from which you are attempting to access the Website, or (ii) due to prior violations of this Agreement.
1.2 Modification. We reserve the right to modify this Agreement at any time. You shall periodically review this Agreement to be aware of such modifications. You further agree that your continued use of the Website after any such modifications have been made shall be deemed to be your conclusive acceptance of any modified version of this Agreement. We will indicate that changes to this Agreement have been made by updating the date indicated after “Last Updated” at the beginning of this Agreement. We will be happy to provide you with prior versions of this Agreement upon your written request to us. If you do not agree to abide by the initial version and each modified version of this Agreement, then you are not authorized to use the Website. A current version of this Agreement is accessible via the footer of the Website’s homepage.
2. DISCLAIMER – NO MEDICAL OR HEALTH ADVICE; NO HALACHIC ADVICE.
2.1 NO MEDICAL OR HEALTH ADVICE. THE COMMENTS, ICONS, IMAGES, MESSAGES, TAGS, LINKS, PHOTOGRAPHS, AUDIO, VIDEO AND OTHER LIKE CONTENT APPEARING ON THE WEBSITE (COLLECTIVELY, "CONTENT"), WHETHER POSTED BY KMH OR ANY THIRD PARTY, IS INTENDED FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT OFFER MEDICAL, HEALTH OR COUNSELING ADVICE OF ANY KIND, INCLUDING WHETHER FOR MEDICAL OR OTHER DIAGNOSIS, TREATMENT, OR TO ADVOCATE OR RECOMMEND THE TAKING OF ANY COURSE OF ACTION OR THE PURCHASE OR SELECTION OF ANY PRODUCT OR SERVICE. YOU SHOULD NOT RELY UPON ANY INFORMATION APPEARING ON THE WEBSITE OR OTHERWISE PROVIDED BY US FOR MEDICAL OR HEALTH DECISIONS AND WE ENCOURAGE YOU TO CONSULT WITH APPROPRIATE MEDICAL PROFESSIONALS, INCLUDING WITHOUT LIMITATION A PHYSICIAN, FOR ADVICE TAILORED TO YOUR SPECIFIC MEDICAL AND HEALTH NEEDS. NO TITLE OR POSITION OF ANY CONTRIBUTOR OF CONTENT WHICH APPEARS ON THE WEBSITE IS INTENDED TO ENDORSE OR GUARANTEE THE QUALIFICATIONS, CREDENTIALS OR APPROPRIATENESS OF ANY SUCH CONTRIBUTOR AND/OR CONTENT. NEITHER KMH NOR ANY OF OUR AFFILIATED ENTITIES NOR ANY OF THEIR MEMBERS, MANAGERS, DIRECTORS, OFFICERS, SHAREHOLDERS, LICENSORS, AGENTS, EMPLOYEES, CONSULTANTS, REPRESENTATIVES AND SERVICE PROVIDERS (COLLECTIVELY, THE "KMH PARTIES") IS ACTING IN THE CAPACITY OF A DOCTOR, DIETICIAN-NUTRITIONIST, MEDICAL OR HEALTH ADVISOR, PSYCHOLOGIST OR OTHER LICENSED OR REGISTERED PROFESSIONAL.
2.2 NO KASHRUS OR OTHER HALACHIC ADVICE. NONE OF THE KMH PARTIES HAS EXPERTISE IN HALACHA (JEWISH LAW) AND THUS NONE OF THE KMH PARTIES IS PROVIDING ANY ADVICE ABOUT, IS ENDORSING OR IS TAKING ANY RESPONSIBILITY FOR (A) THE RELIABILITY OR AUTHENTICITY OF ANY FOOD ITEM OR ANY OTHER PRODUCT, SERVICE, RESTAURANT, STORE OR OTHER ESTABLISHMENT PURPORTING TO CARRY CERTIFIED KOSHER PRODUCTS OR PROVIDING ANY KOSHER-RELATED SERVICES WHICH APPEARS ON OR IS REFERENCED BY THE WEBSITE, OR (B) ANY CONTENT DEALING WITH OR RELATED TO ISSUES INVOLVING, OR ANY ACTIONS THAT YOU TAKE OR AVOID TAKING IN IN ORDER TO COMPLY WITH, HALACHA (INCLUDING WITHOUT LIMITATION ACTS OR OMISSIONS RELATED TO KASHRUS, SHABBAT AND/OR HOLIDAY OBSERVANCE). YOU SHOULD CONSULT WITH YOUR RABBI OR OTHER HALACHIC AUTHORITY BEFORE ENGAGING IN ANY ACT (OR FAILING TO ENGAGE IN ANY ACT) IN CONNECTION WITH OR RELATED TO ANY OF THE CONTENT OR OTHERWISE ENGAGING IN ANY ACTIVITY (OR REFRAINING FROM ENGAGING IN SUCH ACTIVITY) IN CONNECTION WITH OR RELATED TO YOUR USE OF THE WEBSITE.
3.1 Purchases; Third Party Provider. Certain of our products and/or services, as well as those belonging to third parties, are offered or may be offered for sale through the Website. In the event you wish to purchase any of these products and/or services, you shall comply with the applicable provisions of this Agreement as well as the terms and conditions of any ancillary terms, conditions or agreements which govern your purchase of any of such products and/or services. Your request for us to charge your credit card, by providing your credit card information to us or to our e-commerce service provider, indicates your express authorization to charge your credit card for the associated purchase requested by you. By making a purchase through the Website, you agree to pay us or our e-commerce service provider (as the case may be) all charges at the prices then in effect using the payment method selected by you. To the extent we have the authority to do so, we reserve the right (but do not have the obligation) to correct any errors or mistakes made by our e-commerce service provider even if it has already requested or received payment from you, though we are not responsible for errors by our e-commerce service provider and any recourse you wish to seek which relates to any such error should be directly from such service provider.
3.2 Your Personal Information. In the event you wish to purchase any of the products and/or services offered through the Website or use other certain functionality of the Website, you will be asked by KMH or a third party working on our behalf to supply certain of your personally identifiable information (“PII”) to us. You shall provide us or such third party (as applicable) with accurate, complete and current PII (including without limitation your email address and credit card number and expiration date), and you shall update all PII so provided or so requested if and as soon as such information changes before you make any purchase of any such products and/or services. You shall be responsible for any activity conducted through the Website which is identified with such information.
3.3 Reservation of Rights; Modifications. Our products and/or services may have limited quantities and we cannot guarantee the availability of any product and/or service. Our products and/or services are eligible for returns, refunds or exchanges only in the event of a manifest error by us. We do not warrant or represent that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors appearing in any such items or otherwise on the Website will be corrected. We reserve the right, but are not obligated, to limit or discontinue the sales of our products and/or services to any person (including without limitation the quantity of any specific product and/or service), geographic region or jurisdiction, or otherwise, and we may exercise this right on a case-by-case basis in our sole discretion. The offer of any product and/or service made through the Website or otherwise is void where prohibited. We further reserve the right to limit or prohibit orders of our products and/ or services that, in our sole judgment, appear to be placed by persons who are dealers, resellers or distributors but who have not so identified themselves.
3.4 Payments. Your right to any product and/or service that is available for purchase through the Website or otherwise by us is conditional on our receipt of the appropriate full payment and related costs for such product and/or service. If such payment and costs cannot be charged to your credit card or if a charge is refunded for any reason, including chargeback, we reserve the right to cancel your order. Again, you are fully responsible for all charges made under your name.
3.5 Taxes. You are responsible for paying all applicable taxes arising out of any purchase of any products and/or services made by you through the Website or otherwise.
3.6 Descriptions. We attempt to be accurate in describing products and/or services (including without limitation pricing) offered for purchase by us; however, we do not warrant or represent that all such descriptions are complete, current or error-free, and all such descriptions are subject to change at any time without notice, in our sole discretion. We may reverse any transaction (as determined by us in our sole discretion), even one already executed by you, in the event that such transaction was based on an inaccurate description or other information.
3.7 No Returns. Except as expressly described above, there are no returns, refunds or exchanges on products and/or services purchased through the Website or otherwise from us. All of our products and/or services are acquired by you “AS IS” and “WHERE IS”.
4. Usage Restrictions.
4.1 Your Content. You shall adhere to following terms and conditions for using the Website: (a) KMH has no obligation to use or respond to any Content posted by you (“Your Content”); (b) the provision of Your Content to us in no way imposes any obligation on KMH, whether of confidentiality, attribution, compensation or otherwise, and KMH shall not be liable for any disclosure or other use of any of Your Content; (c) all Your Content shall be accurate and shall not violate the copyright, trademark, patent, trade secret, right of publicity, right to privacy, or any other intellectual property or other legal right of any third party; (d) you shall pay for all royalties, fees and any other monies owing any person by reason of any of Your Content that you post to the Website, (e) Your Content may be subject to size and usage limitations, and you are responsible for adhering to any such limitations, and (f) all of Your Content shall comply with the provisions of Section 4.3 hereof specifically and all other applicable sections of this Agreement.
4.2 Quality and Review of Your Content. We do not and shall not have any obligation to review Your Content, and therefore we do not guarantee the accuracy, integrity or quality of any of Your Content or the Content of any other person, and thus we cannot assure that harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful or otherwise objectionable Content will not appear on the Website. Notwithstanding the foregoing or anything to the contrary in this Agreement, KMH (a) has the absolute right (but not the obligation) to pre-screen, monitor, review, flag, filter and remove any and all of Your Content in our sole discretion, and we reserve the right to alter, edit, refuse to post or remove any of Your Content, in whole or in part, for any reason or for no reason as determined by us in our sole discretion, and (b) has the right to disclose Your Content and the circumstances surrounding its transmission to any third party in order to satisfy any applicable law, regulation, legal process or governmental request or to protect ourselves, other Website users or service providers or any other person, as determined by us in our sole discretion.
4.3 Usage Restrictions. You shall not use the Website in any manner that:
(a) enables you (or enables any other person) to (i) copy, modify, create a derivative work of, any Content, or (ii) copy, modify, create a derivative work of, reverse engineer, translate, adapt or decompile (or attempt to translate, adapt or decompile) or otherwise attempt to extract any software underlying any portion of the Website or the source code of the software underlying the Website or any portion thereof;
(b) interferes with operations or services provided by the Website or otherwise disrupts the Website in any way;
(c) interrupts, destroys or limit the functionality of, any computer software or hardware or telecommunications equipment (including without limitation by means of software viruses, Trojan horses or any other computer code, files or programs);
(d) infringes any copyright, trademark, trade secret, patent or other right of any party (including the promoting of an illegal or unauthorized copy of another person's copyrighted work), or defames or invades the publicity rights or the privacy of any person, living or deceased (or impersonates any such person);
(e) is false, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, hateful, or racially, ethnically or otherwise objectionable, as determined by us in our sole discretion;
(f) creates a false identity or otherwise attempts to mislead any person as to the identity or origin of any communication;
(g) exports, re-exports, or permits downloading of any message or content in violation of any export or import law, regulation, or restriction of the United States and its agencies and authorities, or without all required approvals, licenses, or exemptions;
(h) causes us to lose (in whole or part) the services of our internet service providers or other suppliers;
(i) consists of any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
(j) links to materials or other content, directly or indirectly, to which you do not have a right to link or which we determine in our sole discretion is not appropriate to be linked to from the Website; or
(k) violates, or encourages others to violate this Agreement (or engages in any other activity deemed by us to be in conflict with this Agreement), or violates or encourages others to violate any applicable local, state, national, or international law.
4.4 Reporting Violations. You shall immediately notify us in writing of any of Your Content or any other Content that you view through the Website which you deem to be offensive, inappropriate or otherwise a violation of this Agreement.
4.5 Disabling or Revocation of Use. We have the right to cancel or suspend your use of the Website (if applicable) including any purchase made by you, for any reason (without having to specify the reason) or for no reason at any time, as determined in our sole discretion, including without limitation if we believe you have violated this Agreement.
5. Intellectual Property.
5.1 Proprietary Rights. Content provided by KMH or any of our third party licensors is protected by copyright, trademark and other laws of the United States and/or other jurisdictions. Other than for Your Content and third party Trademarks (as hereinafter defined) appearing on the Website, you acknowledge and agree that as between you and us, all right, title and interest (including without limitation all copyright, trademark, patent, trade secret and other intellectual property rights) in and to Website (including without limitation all other Content appearing therein) is owned by us, and that you have no rights in and to the Website other than as expressly set forth in this Agreement. Except for that information which is in the public domain and is not otherwise limited by third party rights or for which you have been given express written permission by us, no Content (other than for Your Content as uploaded by you to the Website alone) may be sold, copied, reproduced, republished, uploaded, displayed, posted, transmitted, distributed, modified, publicly performed, used in any derivative works based thereon or otherwise used for any public or commercial purpose without our prior written consent or, where applicable, that of our licensors. However, you may print copies of materials on the Website for your personal, noncommercial use only, provided that you must keep intact all copyright, Trademark, and other proprietary notices appearing therein and that you use such materials only in the manner permitted by this Agreement and never in any manner which directly or indirectly competes with us. For clarity and without limiting the foregoing, please note that Content posted by other Website users may also be protected by copyright, trademark patent and other rights under the laws of the United States and/or other jurisdictions, and no rights in such Content whatsoever are granted to you other than those expressly granted herein or by the owner of such Content.
5.2 Grant of License to Your Content. By posting Your Content to the Website, you automatically grant, and represent and warrant that you have the right to grant to KMH, a non-exclusive, perpetual, irrevocable, sub-licensable (through multiple tiers), assignable, fully-paid, royalty-free, and worldwide license to use, copy, modify, adapt, publish, make, sell, publicly display, create derivative works of or incorporate into other works all of such Your Content (in whole or in part), communicate to the public, distribute (through multiple tiers), perform or display all of such Your Content (in whole or in part), in any form, media, or technology now known or later developed, and to grant and authorize sublicenses of the foregoing through multiple tiers of sub-licensees, including the right to exercise the copyright, publicity, and any other rights over any of the materials contained in all of such Your Content for any purpose, including without limitation (a) for purposes of advertising and publicity on the Website and elsewhere and (b) otherwise to generate revenue or other remuneration. We shall not be limited in any way in the use, commercial or otherwise, of any of such Your Content, and you hereby waive any moral rights (or “droit moral”) in, or approval rights to, such Your Content. For clarity and without limiting the foregoing, we reserve the express right to incorporate any of Your Content into any further work, in any medium now or hereafter known, without prior consent or review, and without attribution or payment of any royalty or fee whatsoever.
5.3 Copyright Agent. 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 U.S. copyright law. If you believe that your work has been copied and posted on the Website in a way that constitutes copyright infringement, please provide our copyright agent with the following information: (a) an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest, (b) a description of the copyrighted work that you claim has been infringed, (c) a description of where the material that you claim is infringing is located on the Website, (d) your address, telephone number, and e-mail address, (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law, and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon us actual knowledge of facts or circumstances from which infringing material or acts are evident. Our copyright agent for notice of claims of copyright infringement can be reached as follows:
Name: Kosher Media Holdings LLC Copyright Agent
Address: 1575 50 Street, 4th Floor, Brooklyn, NY 11219
Telephone: 855-JOYofKOSHER (1-855-569-6356)
We suggest that you consult your legal advisor before filing a notice with our copyright agent. You should note that there can be penalties for false claims under the DMCA. We will, in appropriate circumstances and to the extent plausible, terminate the right of Website users who infringe the rights of copyright holders to interact with certain portions of the Website.
5.4 Trademarks. "JOY of KOSHER", “JOYofKOSHER” and “Jamie Geller” are Trademarks of KMH. All other Trademarks referenced on the Website are the property of their respective owners. KMH is not affiliated with, or sponsored or endorsed by any third party trademark owner whose Trademark appears on the Website and whose owner is not indicated to be KMH. Neither KMH, any of the Content or any other portion of the Website is affiliated with the “Joy Of Cooking” series of books or its publishers, Simon & Schuster, Inc. As used herein, the term “Trademarks” means, collectively, all service names, graphics, designs, logos, page headers, button icons, scripts, commercial markings, and trade dress appearing on the Website which indicate a source of goods or services. Trademarks are protected by the trademark laws of the United States and/or other jurisdictions. You may not use, copy, reproduce, republish, distribute or modify any Trademarks in any way, including without limitation in the distribution of any Content, for advertising or publicity or otherwise, without our prior written consent or the prior written consent of such third party Trademark holder, as applicable. Unless you have been expressly authorized to do so in writing by KMH or any other applicable Trademark holder, you shall not use any Trademark of any individual or entity in a way that is likely or intended to cause confusion with such Trademark holder.
5.5 Removal of Notices. You shall not remove, obscure, or alter any proprietary rights or notices (including without limitation copyright and Trademark notices) which may be affixed to or contained within any Content. You shall abide by all such notices.
6. Links; Third Party Websites. The Website may provide links to third party websites that we believe may be of possible interest to you. Because we do not endorse or otherwise have control over such websites, we are not responsible or liable, directly or indirectly, for (a) the availability of such websites, (b) any content, data, text, software, music, sound, photographs, video, messages, tags, links, advertising, services, products, or other materials on or available from such websites, (c) your participation, correspondence or business dealings with any third party found on or through the Website regarding payment and delivery of specific goods and services, and any other terms, conditions, representations or warranties associated with such dealings, which are solely between you and any such third party, or (d) any damage or loss caused or alleged to be caused by or in connection with your interaction with any such third party or any other third party whom you form a connection with through or because of the Website. Your use of any website linked to from the Website is subject to the policies and procedures of the owner of such website, and your use of all such websites is subject to such policies and procedures and not to the terms and conditions of this Agreement.
8. DISCLAIMER OF WARRANTIES. YOUR USE OF THE WEBSITE, AND ANY PRODUCTS AND/OR SERVICES YOU PURCHASE FROM US, IS “AS IS”, “AS AVAILABLE”, AND AT YOUR SOLE RISK. NONE OF THE KMH PARTIES HAS OR SHALL HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON FOR ANY LOSS, DAMAGE, OR ADVERSE CONSEQUENCE ALLEGED TO HAVE HAPPENED OR WHICH HAS HAPPENED, DIRECTLY OR INDIRECTLY, THROUGH YOUR USE OF THE WEBSITE OR OTHERWISE RELATED TO YOUR PURCHASE OR USE OF ANY OF OUR PRODUCTS AND/OR SERVICES. KMH FURTHER DOES NOT MAKE ANY GUARANTY OF THE ACCURACY, CORRECTNESS, USEFULNESS OR COMPLETENESS OF, AND IS NOT LIABLE FOR LOSSES OR DAMAGES ALLEGED TO ARISE FROM OR ARISING FROM OR RELATED TO, ANY USE OF THE WEBSITE OR YOUR USE OF ANY OF OUR PRODUCTS AND/OR SERVICES. SPECIFICALLY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, KMH DISCLAIMS (A) ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE REGARDING THE WEBSITE AND ANY OF OUR PRODUCTS AND/OR SERVICES, AND (B) ALL WARRANTIES NOT EXPRESSLY MADE IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION IN CONNECTION WITH YOUR PURCHASE OF ANY OF OUR PRODUCTS AND/OR SERVICES OR OTHERWISE YOUR USE OF THE WEBSITE. KMH DOES NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. FURTHER, UNDER NO CIRCUMSTANCES SHALL KMH BE LIABLE IN ANY WAY FOR ANY LOSS OR DAMAGE ALLEGED TO ARISE OR ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE OR ANY OF OUR PRODUCTS AND/OR SERVICES, OR YOUR INTERACTION WITH ANY THIRD PARTY LINKED TO FROM THE WEBSITE OR OTHERWISE.
9. LIMITATION OF LIABILITY. IN NO EVENT SHALL ANY OF THE KMH PARTIES BE LIABLE FOR LOST PROFITS OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO, DIRECTLY OR INDIRECTLY YOUR USE OF (A) THE WEBSITE (INCLUDING WITHOUT LIMITATION YOUR USE OF ANY CONTENT APPEARING THEREON OR YOUR LOSS OF DATA, INCOME, OR PROFIT; OR LOSS OR DAMAGE TO PROPERTY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THE WEBSITE), OR (B) ANY PRODUCT AND/OR SERVICE PURCHASED FROM US OR OTHERWISE AVAILABLE THROUGH THE WEBSITE, WHETHER OR NOT ANY OF THE KMH PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF THE KMH PARTIES TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF (A) ALL PRODUCTS AND/OR SERVICES PURCHASED BY YOU FROM THE WEBSITE IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRIOR TO THE ARISING OF SUCH LIABILITY, OR (B) FIVE HUNDRED DOLLARS ($500). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN SECTIONS 8 OR 9 HEREOF MAY NOT APPLY TO YOU BUT IN SUCH A CASE SUCH LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
10. Indemnification. You shall indemnify, defend and hold harmless each of the KMH Parties from all claims, demands, actions, causes of action and/or lawsuits (each, a "Claim" and collectively, "Claims") and all resulting costs, liabilities, losses, expenses, and damages, actual and consequential, direct and indirect, of every kind and nature, including without limitation reasonable attorneys' fees and disbursements (collectively, "Losses"), made by any third party arising out of or related to (a) the breach by you of any of your representations, warranties, covenants or obligations under this Agreement, (b) your negligence or misconduct, or (c) your violation of any law or regulation. You shall provide all applicable KMH Parties with prompt written notice of any Claim or potential Claim of which you become aware. Upon the assertion or commencement of any Claim against one or more of the KMH Parties by any third party that may give rise to liability of any such KMH Party hereunder, you shall assume the control of the defense of such Claim at your sole expense with counsel reasonably acceptable to each such applicable KMH Party; provided, however, that each such KMH Party may take part in and/or fully assume such defense, in its sole discretion and at its own expense, after you assume the control thereof. You shall not enter into any settlement of any Claim which any of the KMH Parties believes is adverse to its interests, without receiving the prior written consent of each of the KMH Parties affected by such Claim. In no event shall any of the KMH Parties be obligated to participate in any settlement which any such party reasonably believes would have an adverse effect on such party’s business interests.
12. No Endorsement. KMH is neither affiliated with, nor sponsored or endorsed by, any specific product, service, methodology or person. The owners of any third party product, service, information, content, Trademark or copyright appearing on the Website are not sponsors of KMH or the Website and have not endorsed and are not affiliated with KMH or the Website, and KMH is not a sponsor and does not endorse any such third parties
13. No Agency. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created between you and KMH by this Agreement or as a result of your use of the Website or your purchase of any of our products and/or services.
14. Notices. All notices hereunder shall be given by certified mail, postage prepaid and return receipt requested, to: Kosher Media Holdings LLC, Attn: Legal Department, 1575 50th Street, 4th Floor, Brooklyn, NY 11219 and by email to e-mail at email@example.com, and to a User at the address and email listed provided to us by such User (if applicable). Notice shall be deemed given three (3) days after the date of such mailing and upon receipt of such email.
15. Governing Law; Arbitration; NO CLASS CLAIMS; TIMELY FILING OF CLAIMS. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding New York’s choice-of-law principles. Any dispute arising out of or relating to this Agreement, including without limitation regarding any breach hereunder, shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration will be conducted in the City of New York, State of New York, by an arbitrator with applicable industry expertise in digital media and kosher food industries, who shall be named in accordance with such rules. The award of the arbitrator shall be final and binding on you and us, without a right of appeal, and shall be accompanied by a statement of the reasons upon which the award is based, and such statement as well as all information concerning such arbitration proceedings including without limitation all evidence and materials submitted by you and/or us shall be deemed to be confidential information and shall not be made public by either you or us. The non-prevailing party in such proceedings shall pay the prevailing party's costs and expenses, including but not limited to reasonable attorneys’ fees. NO ARBITRATION OR CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. Notwithstanding the foregoing, we may apply to any court of competent jurisdiction for injunctive relief or enforcement of this arbitration provision, without breach of this arbitration provision. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM THAT YOU MAY HAVE AGAINST ANY OF THE KMH PARTIES WHICH ARISES OUT OF OR IS RELATED TO THIS AGREEMENT OR OTHERWISE YOUR USE OF THE WEBSITE MUST BE FILED BY YOU PURSUANT TO THIS SECTION 15 WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR IS CLAIMED TO HAVE ARISEN.
16. Assignment. You shall not resell or assign your rights, duties or obligations under this Agreement and that any attempted assignment or delegation will be void and of no force or effect whatsoever. This Agreement may be automatically assigned by KMH, in our sole discretion, to a third party, and such an assignment will inure to the benefit of our successors, assigns and/or licensees. Without limitation of the foregoing, we may sell, transfer or otherwise share some or all of our assets, including without limitation your PII, with any parent company, subsidiary, joint venture, and a company under our common control, as well as with a potential acquirer, including without limitation in connection with a merger, reorganization, or sale of assets, or in the event of bankruptcy. In each such an event, the PII we have collected from you may be one of the assets transferred.
17. No Waiver. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to a subsequent or similar breach or breaches. If KMH does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which KMH has the benefit of under any applicable law or regulation), such action or inaction shall not be taken to be a formal waiver of KMH’s rights, and all such rights or remedies shall still be available to KMH.
18. General. If any provision of this Agreement is held to be invalid by a court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Section headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. This Agreement and any ancillary terms and conditions referenced herein sets forth the entire understanding and agreement between us with respect to the subject matter hereof. The provisions of this Agreement shall survive termination or expiration to the extent necessary to carry out the obligations of you and KMH hereunder.
19. Contact Us. If you have any questions or concerns regarding the Website, please contact us by e-mail at firstname.lastname@example.org or write to us at Kosher Media Holdings LLC, 1575 50th Street, 4th Floor, Brooklyn, NY 11219.